in the retreat from the River Dyle and fought in the major defensive battle on the River Scarpe. When the Belgian Army surrendered in late May the brigade took part in the holding battle of the Ypres–Comines Canal allowing Major-General Bernard Montgomery's 3rd Infantry Division to cross their rear and secure the gap created by the Belgian collapse. In the subsequent retreat to Dunkirk the brigade provided part of the rearguard for the BEF during the Dunkirk evacuation before being evacuated over the beaches itself. By the time the 13th Brigade returned to England it was reduced to less than 500 men, out of an original strength of nearly 3,000. For his services in France, Dempsey was mentioned in despatches and made a companion of the Distinguished Service Order in July, which was presented to him by Franklyn. Soon after, Franklyn was replaced by Berney-Ficklin. In July Dempsey took up the appointment of Brigadier General Staff (BGS) to the Canadian Corps. As the senior staff officer of the new corps, he oversaw its training. He held this position until 15 June 1941, when he was promoted to the acting rank of major-general, and given command of the 46th Infantry Division. Four months later he assumed command of the 42nd (East Lancashire) Infantry Division, which was in the process of converting to an armoured division. This required him to implement a huge training programme. The 125th and 126th Infantry Brigades were converted into the 10th and 11th Armoured Brigades respectively, and their infantry battalions re-roled as regiments of the Royal Armoured Corps. Further challenges were presented in May 1942 when the establishment of British armoured divisions was altered to team an armoured brigade with an infantry brigade instead of having two armoured brigades. The 10th and 11th Armoured Brigades were withdrawn from the division and replaced by 30th Armoured Brigade and 71st Infantry Brigade. By the end of the year Dempsey had become well-versed in the direction of combined armoured and infantry formations as well as an experienced trainer of troops. Sicily and Italy On 12 December 1942 Dempsey was promoted to lieutenant-general, and assumed command of XIII Corps, part of the Eighth Army in North Africa, at the request of Montgomery, the Eighth Army commander. Dempsey replaced Horrocks, who took over the X Corps. In his memoirs, Montgomery wrote that Dempsey had been a student of his when he was