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After the fall of France, the Germans lost no time in bringing heavy guns into the Pas de Calais. These German guns were not taken from the Maginot Line as was rumoured. They were 8-inch and 11-inch mobile railway guns. Old-fashioned and not very accurate, they did little damage — but they dominated the narrow straits. They had three main objectives — to defend the French coast, fire on British shipping and harass the coast of Kent with shell-fire. Their secondary function was to prepare for the invasion of Britain.

Churchill had strong views about meeting the challenge of these German heavy guns. While the last details of Operation Sealion — the invasion of Britain — were being studied by Nazi generals, Churchill ordered heavy guns to be mounted on the Dover cliffs as soon as possible.

On 10 June 1940, a week after Dunkirk, at a meeting between Fourth Sea Lord Vice-Admiral Sir Bruce Fraser and Vickers-Armstrong executives, it was decided to proceed immediately to mount two 14-inch guns at Dover. They were naval guns destined for the new-type battleships, the King George V class. As they fired 1,590-lb. shells and had a range of 48–50,000 yards, they could easily control the Calais-Boulogne.area.

Two days later, a thousand 14-inch shells were delivered to the Navy. At the same time, the Director of Operations, Captain J. Leach, who later went down commanding the Prince of Wales, chose a site for the first gun. It was a mile inland from St. Margaret's Bay at Cliffe. Two 50-ton and one 45-ton railway cranes, the largest in Britain, were used to mount the gun.

Churchill insisted upon the elaborate camouflage of a tubular steel network with string netting and interlaced coloured steel wool to protect the gun. The Germans were not deceived. From their side of the Channel they interestedly watched the gun being mounted. At this time, the invasion of Britain was a serious intention and one of the first German objectives must be to knock out the Channel guns. They did not know, however, that on 3 August 1940, Churchill visited the first 14-inch naval gun position, manned by Royal Marines, which was promptly dubbed "Winnie."

On 15 August Junkers dive-bombed "Winnie's" gun site. They did little damage, but it was a curtain-raiser for the Battle of Britain. At that time "Winnie" was not quite operational, but a week later Lt.-Col. H. D. Fellowes fired "Winnie's" first round. It was the first shell ever to be fired across the English Channel from a gun located in Britain. It burst within 300 yards of a German battery at Cap Gris Nez. Two more followed, but then the artillery spotter plane was attacked by 50 Nazi fighters, and it was ordered back to base.

While the two 14-inch guns were being made ready, Churchill rightly insisted that they were not enough, saying, "We must control the Dover Straits." But where were other big guns to be found?

In July, Colonel Stewart Montague Cleave, an expert on super-heavy railway guns from World War I, gave the answer. He discovered four 13-5-inch World War 1 guns in an ordnance depot near Nottingham. They came from the old Iron Duke class battleships and their gun-barrels, weighing 97 tons, were covered in cobwebs. Their 1,400-lb. shell was too heavy to reach targets in Calais, but if they fired a lighter 1,250-lb. shell it would give them a range of 40,000 yards— nearly as far as a 14-inch. Colonel Cleave recommended using these 13.5s on railway mountings. In the case of invasion, these guns could be rapidly moved by railway track from one place to another, and retire into a tunnel when not in use.

Impressed by their mobility and range, Churchill ordered them cleared of cobwebs and rushed to the Channel coast. One 13.5 was placed at Lydden Spout, another in a cutting outside Guston tunnel.

On 20 September 1940, only five weeks after "Winnie" first fired at the Germans in the Pas de Calais, the first mobile gun, nicknamed "Scene Shifter," was ready for action. Another one, "Peacemaker" was ready on 27 November 1940.

On 8 February 1941, the second 14-inch naval gun sited behind St. Margaret's village and inevitably nicknamed "Pooh," was operational. The other two 13.5 railway guns, "Gladiator" and "Bochebuster," were ready on 8 May 1941.

By the spring of 1941, these six clumsy, slow-firing guns were the only heavy armament on the English side of the Dover Straits. They were fairly useless. The four railway guns were difficult to load and bring to bear — and "Winnie" and "Pooh" could only fire at five-minute intervals against fixed targets in France. All six guns could only reach the German batteries in the Pas de Calais by firing super-charged naval ammunition. This meant that after eighty rounds a new barrel was needed, and the three largest cranes in England had once again to be called in to lift it into position. As this complicated, lengthy operation could easily be observed by the Germans on the French coast, it needed a Cabinet decision before it was carried out.

These difficulties meant the guns were not fired much. In addition, to shell France indiscriminately was considered a futile and unfriendly gesture to a defeated ally. The Germans, of course, had no such inhibitions. Without provocation, their heavy batteries used systematically to shell Folkestone, Dover, Ramsgate and occasionally Deal. Whenever the British guns did shell across the Straits, they always replied at once. That is why the town clerks of those four towns were always warned before the British opened fire to give out a double-siren warning of German shells, which would soon arrive.

The situation was unsatisfactory and perilous. Obviously, fester-firing, longer-ranging, more modern guns were urgently needed. In September 1940, it was decided to construct three new batteries in the Dover area. They included batteries of 6-inch anti-convoy guns at Fan Bay with a range of 25,000 yards. When they were ready in February 1941, the 54 °Coast Regiment, commanded by Lt.-Col. J. H. Richards, was formed to man the new guns.

Then South Foreland battery with four 9.2s was formed. The guns had a range of 31,000 yards and their rate of fire was one round per minute, compared with the five minutes of the old-fashioned 14-inch guns. When the South Foreland heavy guns were ready at the end of October 1941, it was planned to place a third and heavier battery of 15-inch guns at Wanstone Farm.

The Germans also replaced their guns on the other side of the Channel. In June 1941, when the Russian war started, the German mobile guns were withdrawn to be replaced by heavy guns of Coast Artillery regiments in concrete emplacements. There was the Batterie Lindemann, with three 16-inch guns taken from the captured French battleship Jean Bart. They fired armour-piercing shells, which could penetrate 50 feet before exploding. The other two batteries were Batterie Todt with three 15-inch guns, and the Batterie Grossekurfurst, with four 11-inch guns.

All the German batteries were active and most troublesome. Whenever a British battery fired at German shipping trying to scuttle through the Straits, German shells began to land in Kent less than five minutes afterwards. They seemed to have their guns permanently loaded.

There was no secrecy about the positions of the German guns. The British knew where all of them were. On fine days, gunners like Albert Mister, "attached to a British 6-inch gun anti-convoy battery at Fan Bay, watched through their field-glasses while the Germans built gun emplacements across the Channel.

From their daily reconnaissance flights, German Intelligence also knew the exact position of all the British batteries. To deceive the German pilots, dummy guns made of lathe and plaster were placed near the new guns. They failed in their purpose. One day a German plane came over and derisively dropped a wooden bomb on them.