The 2nd Battalion was withdrawn from Escault 23rd May and reached Cassel on May 25th. They were to hold the western half of the town with the 1st Buckinghamshires holding the eastern half. Some platoons were sent to hold important positions, the most notable being a partly built blobkhouse on the Dunkirk road held by No.8 platoon under 2nd Lieut. R.W. Cresswell. 27th May 'A' Company commanded by Major W.H. Percy-Hardman, went to Zuytpene village, which covered the approaches to Cassel from the west. Their orders were simple. They were to hold the line at all costs to allow the B.E.F. to be evacuated from Dunkirk. 25th May - fairly quiet day. Battalion worked on improving defences. 26th May - German patrols probe towards Cassel and driven off. 27th May - Cassel was attacked in strength from three directions. 'D' Company (Captain A.P. Cholmondley) in the South West corner of the town, was heavily attacked. 'C' Company (Captain E.H. Lynn Allen) fought off a strong infantry assault. At 0800 Zuytpene was assaulted from the air and then tanks and infantry. The position was soon surrounded. 'A' Company fought from house to house, withdrawing to the centre of the village. By 1800 the position was desperate. The survivors had gathered in one building. When the Germans got into the garden and were able to throw grenades into the house Percy-Hardman ordered his men to surrender. At 1800 the attack began on the blockhouse held by No.8 platoon. They were immediately cut off. Without rations and the blockhouse on fire they held out for 4 days. Finally on 30th May, with the Germans on the roof Cresswell ordered his men to break out and try to reach Dunkirk. But escape was hopeless and the survivors were captured. Both Percy-Hardman and Cresswell received the Military Cross. Quartermaster Captain R.E.D. Brasington got through to Cassel with the last supplies. He was then ordered to take the transports to Dunkirk. He was later awarded the M.C. 28th May - Shelling and mortaring of Cassel. 'B' Company (Captain H.C. Wilson) attacked from the rear, but attack was repulsed. 29th May - more attacks, mostly on 'B' Company. All were driven off. That afternoon a message came through that the defenders were to begin withdrawing to Dunkirk. But Cassel was totally surrounded and very few men escaped to Dunkirk. Around 100 men of the 2nd Glosters made it home. 5 officers and 132 men were dead. 472 taken prisoner. The Battalion won a CBE (Brigadier Somerset), DSO (Colonel Gilmore), and Military Crosses to Captain Lynn Allen and Major C. campbell, a DCM and 11 MM's. The 5th Battalion May 26th the 5th battalion moved to Ledringhem and Arneke villages, 4 miles north-west of Cassel. 'B' company (Captain C. Norris) held the south and east of the village, HQ Company (Major A. Waller) in the village. 'A' Company (Major D. Biddle) and 'D' Company (Captain E. Rockett) took up forward positions at Arneke. 'C' Company (Captain H. Mason) held a road junction between the 2 villages. May 27th - German tanks and guns were seen moving around the flanks of Ledringham. Both villages came under shell and mortar fire, followed by infantry and tank assaults against Arneke. After heavy fighting 'A' and 'D' Companies withdrew to join 'C' Company. They had destroyed 5 German tanks and 5 armoured cars. May 28th - Ledringham was shelled and cut off. All the companies were now in the village and totally surrounded. A message arrived to begin withdrawing. But the Germans were now assaulting the village and beginning to penetrate. The village was on fire and the Germans had made it into the churchyard. The cry of 'Up the Glosters!' was heard and after 3 bayonet charges the Germans were driven back. Each charge was led by a different officer and all 3 were seriously wounded - Captain Norris, Lieut. Dewsnap and 2nd Lieut. D. Norris. The Germans attacked again and Major Waller led a successful counter-attack, but Waller was killed. Colonel Buxton was wounded in the leg. Just after midnight the battalion started to withdraw. The seriously wounded were left with 2 medical orderlies to await the Germans. This left 13 officers and 130 men, many of them wounded. They marched for 6 hours, finally reaching Bambecque at 06.30, where they were met by the 8th Worcesters. The Adjutant of that Battalion wrote: "During the early-morning stand-to I saw a wonderful sight. Round the corner as I came out of Battalion HQ appeared the survivors of the 5th Gloucesters. They were dirty and haggard, but unbeaten. Their eyes were sunken and red from lack of sleep, and their feet as they marched seemed to me no more than an inch from the ground. At their head limped a few prisoners.... I ran towards Colonel Buxton, who was staggering along, obviously wounded. I took Colonel Buxton indoors....assuring him again and again that his men were all right." The Battalion was driven to Rexpoede, commanded by Captain Mason and the Adjutant, Hauting. On 30th May they marched to Bray Dunes and were shipped back to England. About 500 men made it home. They had lost 2 officers and 85 men killed. The Battalion was awarded a Military Cross and 7 MM's.