During the night German troops storm Audenarde and advance to the outskirts of Courtrai. They are on the Escaut and the Lys simutaneously.

During the evening Gort realizes that a counterattack is not possible and decides on his own to begin the withdrawal to the Channel. At the same time Churchill is meeting with King George discussing the same possibility. If Weygand's plan does not come off, they will have to order the BEF back to England meaning the loss of all guns, tanks, ammo and all stores in France.

In the morning Guderian drive to Watten, a small town on the Aa Canal about 15 miles southeast of Calais to make sure the SS Leibstandarte Div was obeying the halt order. He finds that a unit has crossed the canal in an attempt to take Mount Watten, which could dominate whole relatively flat countryside. The division commander, Dietrich, decided to take it on his own initiative. Guderian approves of the move and orders the 2nd Panzer Div to move up in support.

In the XIX Panzer Corp's sector, the 1st Panzer Division lines the Aa Canal between Holque and the coast, while the 2nd digs in at Watten. At Saint-Omer a bridgehead is established by the XLI Panzer Corps. The fall of Calais is now just a matter of time.

During the early hours of the day Nicholson at Calais learns about Churchill's cancellation of the evacuation order. His forces are now under command of the French Gen Fagalde who has no evacuation order. Churchill sends encouraging message: 'The eyes of the Empire are upon the defense of Calais, and His Majesty's Government are confident you and your gallant Regiment will perform an exploit worthy of the British name.'

In the morning after a fierce artillery barrage, the Germans launch a strong attack against the British Rifle Brigade's positions on the south of the perimeter. The Brigade resists with only a handful of scout cars, light tanks and Bren carriers, since most of the supporting tanks had already been destroyed when the earlier order to evacuate had been received. The Germans hoping to make quick work of the attack press all day. The 2nd Panzer joining the 10th. At 3pm the Germans launch a concentrated ground and aerial bombardment which lasts three hours. When the bombardment ends, the Germans pierce British lines at several points, forcing Nicholson to withdraw his troops into the Citadel, a remnant of a 16th-century fortification being held by about 800 French troops. At 4:30pm Nicholson sends out a message reporting heavy German shelling and requesting guns and air support. About the same time a flag of truce appears, the Germans asking for surrencer. Nicholson replies no; his duty is to fight the same as the German's. The German attack is renewed after a half hour artillery barrage. German tanks attempt to storm the three bridges connecting the Citadel with the old town. German infantry is forced to retreat from the first two bridges as their supporting armor is knocked out, but manage to get across the 3rd bridge and overrun some of the British forward positions. The British counterattack and dislodge the Germans after vicious fighting. The German attack is broken off as the infantry commander considers a further attack is pointless owing to approaching darkness and the enemy resistance.

While Germans are attacking Calais, Stukas attack British warships off the coast. In Somerville's flotilla are the British cruisers Arethusa and Galatea, the destroyers Wessex, Vimiera, Wolfhound, Verity, Grafton, and Greyhound and Polish destroyer Burza. 40 Stukas attack warships for first time. The strategy for attacking ships has not yet been worked out. The destroyer Wessex is sunk and Vimiera and Burza are damaged in the attacks.

Elsewhere, the British 5th and 50th Divisions, on both sides of Arras, have been pushed back all day by the 5th and 7th Panzer Divisions. The small British garrison holding on in Arras is in danger of being surrounded. Meanwhile, the French 1st Army continues to disintegrate and is retreating northward to the Escaut River rather than southward to linke up with British lines creating another gap between the Allied armies. Gort's tank force has been reduced to only 2 of the 16 Mark II tanks, and 15 of the 60 lightly armed Mark Is. He is expected to support a counterattack against the panzer corridaor by Altmayer's V Corps the next day. Gort is torn on one hand to fight and be a loyal ally to the French and Belgians, on the other duty to keep BEF intact.

A number of developments help make the decision easier. Gort is informed that Altmayer has only one division for the planned counterattack instead of the three divisions and 200 tanks that Blanchard had promised the previous day. If he attacks southward he would be going without the French and with only 17 tanks, so basically an infantry attack with virtually no armored support. Early in the day Gort also learns that the German 6th Army has broken through the Belgian lines on both sides of Courtrai, on the Lys River, and has penetrated a mile and a half on a 13-mile front. The BEF's left flank is now endangered and a gap has opened between it and the Belgian army. Gort waits of news of promised Belgian counterattacks. When he learns that the Belgians are not able to eliminate the German bridgehead and the gap between the two armies is widening and deepening, Gort decides to withdraw immediately or else his 'last hope of reaching the coast would be gone'. At 6pm Gort tells Pownall that he has got to recall the 5th and 50th Divisions from the planned attack to the south and send them to Alan Brooke, II Corps commander, on the left. He orders the two divisions assigned for the push south to head northward toward the Channel and seal the gap around Ypres blocking the road to Dunkirk for the Germans. He knows a German thrust through Ypres would inevitably cut off the BEF from the sea. If the army were captured there would be no means of defending the country from Nazi invasion. The garrison at Arras is withdrawn and Gort informs Secretary of War Eden he is withdrawing to the coast. Eden orders Gort not to reveal his plan to the French or Belgians. Gort does inform Altmayer that his participation in the counterattack was off, but that is all he tells him.

At 2am Gen Blanchard is officially advised of his appointment as Commander of the 1st Group of Armies. His mission is to 'co-ordinate the activities of the Allied armies of the north'. At the same time he receives Gen Weygand's telegram, instructing him to organize as extensive a defensive perimeter as possible around Dunkirk 'in case it should become impossible to carry out the maneuver prescribed by the Commander-in-Chief'.

At 5am Belgian ministers meet with King Léopold. Included in the meeting are Prime Minister Pierlot, Foreign Minister Spaak, War Minister Gen Denis and van der Poorten. This is a last ditch effort to persuade the King to leave Belgium with them to be the head of the Belgian government-in-exile. The King receives the ministers standing, as though to demonstrate his decision not to prolong the interview or be swayed by them. He tells them, 'Within a short time, possibly within a matter of days, it will be France's turn to give up the fight - for the uneveness of the conflicting forces leaves her with no hope of success. Once France is occupied, the 2 million fleeing Belgians who might still provide recruits for an army will return home. Only a tiny majority will remain abroad. The interior problem - that of occupied Belgium - will distinctly outweigh the exterior problem that may be posed by Belgian émigres.

'By remaining in Belgium,' the ministers reply, 'the King will be a symbol of inconsistency rather than unity. He will be conferring a political character on the capitulation and separating his cause from the Allies.'

'I shall protect my people,' says Leopold.

'Your Majesty has a mistaken view of the role he will be able to play,' replies M. Spaak. 'Under the German occupation he will be a Hacha or a deported person.'

'I have decided to stay,' repeats the King. 'I must share the fate of my people, whatever it may be. It is by remaining with them that I shall best be able to protect them. I have already said so in a letter that I am sending to the King of England today.'

King Leopold reads out the letter that he is on the point of sending to the British Sovereign: 'Despite all the advice that I have received to the contrary, I feel that duty demands that I should remain among my people...'

'It was a solemn moment,' writes Fabre-Luce. 'It was not yet light. Had they drawn back the blinds they could have seen the glow of burning towns in the night sky.' When he reaches the end of the letter the King seems eager to dismiss the ministers. M. Spaak, however, exhausted after his journey, craves leave to sit down. He declares at once: 'I acknowledge once again that when the King has come to a decision, there is nothing to be done about it!'

The ministers wonder whether the King had foressen all the consequences of his decision. They asked him:

Will Your Majesty form a new government?'

The King looks surprised for a moment, then he replies: 'Naturally! I am not a dictator!'

Finally they ask him how much longer the Belgian army could hold out.

'Twenty-four hours at most,' he answers.

The audience is over. The ministers take their leave of Leopold forever.

Pleading has done no good. The king said he felt he could better protect his people by staying and sharing their fate. The ministers tell him it would be hard for the people, but not for him. He would be under the thumb of the Germans and the people would turn their backs on him. The ministers leave heading for Dunkirk and evacuation. They would not see the king again until after the war.

Unwilling to assume responsibility for rescinding Weygand's orders for an offensive, Gen Blanchard makes one last attempt to persuade the British to abandon the idea of withdrawing to Dunkirk. The British demand 24 hours to 'reflect and reconnoiter'. In fact their decision has been already irrevocably taken.

After Gen Blanchard leaves, Sir John Dill telegraphs Mr Churchill, outlining the dangers now threatening the BEF as a result of the breaching of the Belgian front. Far from entertaining any further thoughts of a southward offensive, Lord Gort is afraid that his last hope of reaching the coast might vanish unless the gap between the British left and the Belgian right is not swiftly plugged. He therefore decides to fall back to the line Ypres-Commines. All the same, he is not opposed to the launching of the counterattack proposed by Blanchard, so long as it is carried out by exclusively French units (i.e. with the three divisions and Cavalry Corps drawn from the 1st Army).

In reply to messages from Sir John Dill and Lord Gort, Mr Anthony Eden, the British War Minister, wires to the Commander of the BEF:

...I have had information all of which goes to show that French offensive from Somme cannot be made in sufficient strength... Should this prove to be the case you will be faced with a situation in which the safety of the BEF will predominate...

Lord Gort at once notifies Gen Blanchard's headquarters that no British division will take part in the offensive. Gen Blanchard, however, has gone to confer with King Leopold in Bruges and does not get the message till he returned.

In Vincennes Gen Weygand now realizes that the strategic plan that he had devised on assuming command has hopelessly fallen through. Without wasting time on useless recriminations, the C-in-C immediately contemplates another maneuver. He regards the cleaving of his armies into two groups as irreparable. In these circumstances, the only solution is for them to fight with their backs to the sea, to form a perimeter round the coastal ports. By gaining time in this manner Gen Weygand expecta to be able to establish a defensive front, echeloned in depth, along a line stretching from south of the Somme to the Maginot Line and passing through Abbeville, Amiens, Laon and Rethel. There the French forces can wait resolutely for the enemy to embark on the second phase of his campaign. For there to be time for this defense to be organized, however, it is essential that the French, British and Belgian elements in the 1st Group of Armies should combine their efforts and make a stand for as long as possible.

Gen Weygand gives Gen Blanchard a free hand in ensuring the defense of the Dunkirk perimeter. At 7:25pm he sends him a third telegram, worded as follows:

You alone will remain judge of the decisions to be taken in order to save what can be saved - above all, the honor of the colors that are in your safekeeping.

At 10:30pm Gen Blanchard returns to his headquarters. He finds both Lord Gort and Gen Weygand's telegram waiting for him. The new commander of the 1st Group of Armies has therefore wasted the entire afternoon endeavoring to persuade, first the British GHQ, then the Belgian GHQ, to carry out a maneuver that will not now take place. Raging inwardly, he signs the order calling off the intended operation.