The historiography of the German defeat of France and her allies in 1940 has focused mainly on the first fortnight of what was a six-week campaign. Most writers have concentrated on either the German Wehrmacht's breakthrough of the thin French defences on the River Meuse, on the evacuation of over 330 000 Allied troops from Dunkirk and the nearby beaches, or on the political level of an unravelling Anglo-French partnership. The continuing fight of the French armies, with some assistance from the British and others in the last month of operations (c.25 May to 25 June), has been almost invisible, reduced to the status of an epilogue. This article re-examines questions of French command and control, force strength, and combat performance, focusing particularly on a series of case studies of French divisions that resisted the second-stage German offensive, Fall Rot (Case Red) from 5 June 1940. The evidence deployed offers a considerably more complex — and for the French, more creditable — picture of how resistance was reorganized after the shocks of May 1940. The German victory was not some kind of stroll in rural France, but came about only after very hard fighting that has been lost from sight in most evocations of the `fall of France'.