Wearied by the previous night's ride from Dorchester to Southampton in crowded English trains, the men stretched out on tables and the floor or curled up in improvised hammocks. They thought of America 3000 miles away where next day families, sweethearts and friends would be opening presents, drinking toasts and attending church; where Christmas celebrations would be subdued because of the German successes in the Ardennes. The coast of England was not out of sight. Ahead lay France—and combat.

There had been a brief alert earlier in the afternoon and many had gone on deck to watch the escorting destroyers dump depth charges. This was nothing new to the men. A month ago, they had heard the muted rumble of exploding "ash cans" on their trans-Atlantic crossing to Great Britain. The alert was over by 1700 and most of the men drifted back to their quarters.

At 1755 the Leopoldville shuddered and rocked from a thunderous explosion. A torpedo launched by a German U-boat blasted the craft on the starboard side, ripped a gaping hole below the water line. As water poured in, the ship slowly began to list.

In the troop compartments where the projectile struck, steel beams snapped, tables and equipment spewed into the air, wood and debris crashed down on the helpless men. Ladders leading to the well deck were twisted into a mass of steel and splintered wood, leaving only two steel ladders for evacuating survivors.

Half-dazed men, some with torn clothing and bruised bodies, groped for the exit. They helped each other get to their feet, extricated others from the wreckage.

Soldiers rose to heroic heights one minute, died the next. But there was no panic even in the wrecked and rapidly-flooding compartment in which the explosion occurred. Many severely wounded were rescued from the shambles and brought to aid men by their comrades. Most of the troops filed calmly to the deck.

Pfc Walter E. Blunt, Ursa, Ill., narrowly escaped drowning. He worked his way to a hole in the compartment wall but couldn't crawl through completely. He related: "The waves were coming faster and the water was rising. I held my head as high as I could and each time a wave came I held my breath. I was getting very weak. Suddenly, I heard a voice above me saying, 'Give me your hand, son.' It was my CO. After about three more waves, I was through the hole and on my feet."

"The men were magnificent," said Sgt. Albert J. Montagna, Agawam, Mass., who also was caught in the flooded compartment. "They were calm and very orderly. Not one of them pushed or yelled. Capt. Hal F. Crain, Pasadena, Calif., whose troops were in the compartment below us, started down. I followed. I noticed someone floating in the hold. He kept trying to catch hold of the ladder but couldn't. I reached down and pulled him up."

The same courageous calm and immediate obedience to orders prevailed throughout the ship. Now the lights of Cherbourg harbor, curiously undimmed by wartime restrictions, could be seen. Lifeboats loaded with injured men were lowered. Several small boats were overturned before getting safely in the water and away from the floundering ship.

Pfc Henry R. Brassor, South Vernon, Mass., Co. I, 262nd, lowered the last lifeboat almost single-handed. In it were 30 of his buddies. Refusing a place himself, he lowered the boat with the supporting ropes and saw it rowed to safety before he was washed off the deck. In the water he broke loose from one desperate soldier, then helped him to a rescue tug where both were pulled to safety. For his display of strength and courage, Brassor was awarded the Bronze Star.

Meanwhile, a British destroyer came alongside. Long towlines were made fast to hold the two ships together and the transfer of stretcher cases and wounded soldiers began. Medical men worked swiftly to move the injured. When the majority had been transferred to the destroyer, some of the uninjured jumped or swung over on ropes and nets. The destroyer pulled away with a capacity load and a Coast Guard cutter took her place. Battered severely by the choppy sea, the cutter had to be cut loose before many survivors could get aboard.

As late as 2000 it still was believed that the Leopoldville would not sink. A cheer greeted word passed down the line of waiting soldiers that she would be pulled into the harbor by tugs. In his official report, Lt. Col. John R. Martindale, Bloomington, Ind., 3rd Bn. CO, 262nd, wrote: "The officers and men everywhere kept quiet and maintained strict discipline; in no case, at any time, was there the slightest instance of panic. The men obeyed orders at once and aided whenever they could."

Hundreds of 66th Panthermen were still aboard at 2035 when the big ship lurched heavily to starboard and sank swiftly, stern first.

S/Sgt. Luther A. Dennis, Durham, N.C., and S/Sgt. Robert L. Paulick, Dayton, Ohio, both of Co. E, 264th, were cutting loose their fourth life raft when the ship went down. They had made numerous trips into the hold to obtain clothes and blankets for injured and wet comrades and taught many others how to jump safely to the destroyer.

In the swirling waters caused by the ship's sinking bobbed scores of soldiers, clinging to bits of wreckage. They climbed onto the loosened life rafts or swam with life preservers and floating duffel bags for support. Those that were able to withstand the icy waters were picked up by tugs, Coast Guard cutters and PT boats that came to the rescue.

It was a sad Christmas Day when the two regiments reassembled at Cherbourg. Men searched vainly for missing buddies. Reports of deaths trickled in. From nearby hospitals came word of men suffering from injuries, cold and exposure. As stragglers arrived at the armory which served as a temporary barracks, they were given a rousing welcome. It took days of painstaking search and identification of bodies washed up on the Normandy beaches before the final casualty list was compiled.

Several months later the U.S. Navy announced that the Leopoldville sinking produced the second largest loss of life from a troopship disaster in the entire European war. The toll: 14 officers, including two battalion commanders, and 784 enlisted men dead or missing.

The Soldiers Medal and Bronze Star Medal were awarded to officers and enlisted men for bravery displayed aboard the doomed ship. Two days later, assigned to fight approximately 60,000 Nazis in the pockets along the French Atlantic coast, the Black Panther Division, the 66th, entered combat with grim determination—its claws sharpened to avenge those who died in the English Channel.

The balance of the division left the States Dec. 1, arriving in England on the Brittanic 12 days later. The time in England was spent filling shortages in equipment and preparing for combat. Vigorous last minute training was conducted for small units.

This was the final step in one and one-half years of training. Activated at Camp Blanding, Fla., April 15, 1943, with a cadre of officers and NCOs from the 89th Inf. Div., the Black Panthers spent three months in individual training before moving to Camp Joseph T. Robinson, Ark., for unit exercises. There, under XXI Corps, Fourth Army, it completed division problems, including rigorous "D Series," and transferred approximately 5000 fully-trained men to ports of embarkation as overseas reinforcements.

Camp Rucker, Ala., was the next stop for the division. There, personnel underwent further specialized training including small-unit infantry-tank tactics. Seven thousand reinforcements from ASTP' training centers, Army Air Forces and the AAA Command were brought into the division. Sailing orders came in October and the division moved to Camp Shanks and Camp Hamilton outside New York City to prepare for embarkation.

When the Leopoldville was torpedoed, another transport, HMS Cheshire, with other foot elements of the division aboard, was ordered to make port. It lay over in the safety of Cherbourg harbor that night. Troops disembarked Christmas Day with motor elements which shipped from Weymouth aboard LSTs. While units that had been aboard the lost vessel reassembled, the rest of the division went to St. Jacques airport near Rennes. Plans were made to relieve the 94th Inf. Div. in the St. Nazaire and Lorient sectors on the west coast of France.

These two pockets of German resistance, left far behind in the wake of the retreating Germans, had a nuisance value out of proportion to the small bit of territory held. They consisted of die-hard fanatical troops who were determined to fight to the last ditch. At St. Nazaire there were 35,000 Nazis who had slipped into the port instead of making a run for it when the Allies began their chase across France. The impact of the Allied smash drove 25,000 more Germans into the port of Lorient. Still more withdrew into smaller pockets along the rugged coast and Channel Islands.

After G-2 had made a complete investigation of intelligence reports from other pockets, it was estimated that 100,000 well-equipped Germans—soldiers, sailors, and marines—were bottled up hundreds of miles behind the Allied lines.

Believing that the German retreat across France was only a temporary setback, the 100,000 leftovers announced with guns and shells that they intended to fight. Trapped with their backs to the Atlantic, they settled down to deny the Allies the use of the ports of Lorient, St. Nazaire, Bordeaux and La Rochelle. At the time of the St. Lo breakthrough, the 6th Armored Div. was left behind to seal off the 60,000 in St. Nazaire and Lorient. The 83rd Inf. Div., and later, the 94th Inf. Div., took over the task, in turn.

U-boat crewmen, ground forces, pilots and crews of the Luftwaffe and naval personnel from minelayers made up part of the German garrisons on the south Brittany coast and the islands of Belle Ile and Ile de Croix, a few miles off the coast of Lorient. In all, the territory amounted to approximately 850 square miles.

Cut off from the rest of the Reich except for occasional ships that reached the ports under cover of darkness with supplies from Germany and Spain, Nazi commanding generals organized infantry recon-version courses and even went so far as to form officer candidate schools. German submarines occasionally entered the huge U-boat pens in the two ports but supplies were not regular. The die-hard Nazis had to improvise on many war implements, although there was plenty of ammunition. Food became a vexing problem.

That was the situation when the Black Panther Division, operating under direct control of the 12th Army Group, took over from the 94th Inf. Div. on Jan. 1, 1945. Maj. Gen. Kramer was placed in command of the 12th Army Group Coastal Sector which included the 66th Division in addition to French forces numbering 1201 officers and 28,820 enlisted men. Because of the Leopoldville disaster, Panthermen sought revenge. They lost no time in showing the Nazis that this was going to be an active front.

S/Sgt. Fred C. Poulnot, Athens, Ga., Co. I, 263rd Regt., had been in the line only a few days when he got his chance. Trying to spot snipers that were harassing platoon activity and limiting observation, Poulnot and his first scout surprised some Krauts in a dugout. Firing simultaneously, they killed one. The scout was wounded by a grenade and the two men returned to their lines by separate routes. Sgt. Poulnot killed a second German on the return trip, then organized a squad and led it to the scene where some well-placed small arms fire silenced all enemy activity. He was one of the first Panthermen to win the Silver Star.

Holding a 112-mile front, the Panthers were spread thinly against a numerically superior and well-entrenched enemy. Snow and penetrating cold increased the difficulties but doughs of the 66th continued aggressive tactics.

Heavily-armed battle patrols raided the German lines day and night, destroying installations and taking a heavy toll of the enemy. Reconnaissance patrols were on the prowl constantly in search of new targets for the artillery. Other patrols laid traps to ambush the wary Boche.

First Lt. Harry O. Williams, Williamansett, Mass., a Cannon Co. forward observer, accompanied a patrol Jan. 27, charged with capturing a small enemy force harassing front-line outposts. Losing contact with the patrol when it withdrew to a better position, Lt., Williams crawled forward alone, straight into the withering small arms fire. He killed the enemy commander with his M-1, then directed accurate cannon fire upon the remaining Germans, killing six and forcing the others to withdraw.

Compelled to fight back, the Germans at one time retaliated by sending a small fleet of gunboats up the Loire River from St. Nazaire to shell 66th positions. Forward observers saw the boats coming and called for artillery. The first shell missed the vessels but ploughed into a hidden oil dump, blowing it up in a series of roaring fires and explosions. The gunboats beat a hasty retreat.

One reconnaissance patrol captured a German soldier who had a copy of the movie schedule for the biggest German theater in Lorient. Intelligence reports already had spotted the theater on a firing chart. Next night the 66th Field Artillery operated on movie schedule. The theater was demolished. The Nazis thereafter showed their films in concrete bunkers.

Lead scout in a combat patrol, Pfc William T. MacCulloch, New York City, Co. A, 262nd, won a Silver Star for his heroic action in covering his buddies' withdrawal. When the patrol came up against strong rifle, machine gun and artillery fire, he stayed in position despite exposure to three enemy machine guns. While the other members of the patrol withdrew, he sat tight, holding the Germans off with grenades after the concussion from an artillery burst tore the rifle out of his hands. Later, he joined reinforcements, returned to the area and rescued a wounded patrol member.

Several truces were arranged with the German commanders from time to time at the request of the International Red Cross to evacuate French civilians suffering from lack of food. Small prisoner exchanges also were carried out.

Artillery fire was particularly effective around the badly battered city of Lorient where infantrymen pushed forward in the early spring to gain new ground for heavy gun positions and commanding terrain for observation. Eight-inch howitzers were brought up and in short order knocked out three huge 340mm guns that had been lobbing 700-pound shells 21 miles inland from the Quiberon Peninsula.

Field artillery 155s also took their share of prizes. Flying over Lorient in mid-March, Lt. Kenneth W. Sink, Berrien Springs, Mich., an artillery observer, spotted an enemy coastal freighter pulling into port. He waited in his Piper Cub until the 5000-ton ship came within range, then called for fire. Five minutes later he radioed: "The ship is no longer visible." Paraphrasing a famous report, Lt. Sink's battalion commander reported to higher headquarters: "Sink sighted ship; Sink sank same." Within a short time, 13 German freighters that had been bringing supplies to the besieged garrison were sunk in the harbor.

Artillery searched out ammunition dumps, command posts and communication centers in Lorient, pouring effective salvos into the crumbling city. The only bakery in Lorient was laid wide open with pin-point firing, further complicating the food problem for the Germans.

Artillery duels between the division and the enemy were frequent and heavy. During the month of February, an average of 1140 rounds a day was fired by artillery units under 66th control. This rose to an average of 2000 rounds a day during March. The peak was reached in April when 66,000 shells lobbed into the resisting pockets.

One day an artillery observer saw a Nazi officer march a group of 32 men into a building for a class. He called for fire. On the first volley of overhead bursts, several were killed; the remainder ran inside the building. Three rounds of heavy stuff crashed into the building, crumpling it into rubble. The observer was about to put his telephone away when eight more Germans ran over to the site. There were two more overhead bursts. Result: 40 dead Krauts.

A coordinated attack by three combat patrols, one from each battalion of the 262nd, was launched April 19 in the north sector of St. Nazaire near La Desertais. Six light tanks and two assault guns, under the command of 2nd Lt. Leon F. Austin, Durham, N.H., 107th Cav. Recon Sqdn., led the assault. Lt. Austin won the Silver Star for bravery in the face of heavy machine gun and artillery fire. His action resulted in 31 enemy killed, 26 wounded and four prisoners.

In the same attack, T/Sgt. George Chun Fat, Hilo, Hawaii, Co. I, led a support squad which followed the tanks. Sgt. Fat discovered a strongly fortified position overlooked by tanks that threatened the entire force. At bayonet point he captured two defending Germans, then led his squad in the face of heavy fire to destroy the dugout position.

T/5 Raoul V. Glaude, Lowell, Mass., a medic in the 3rd Bn., also distinguished himself in the action. When enemy artillery was concentrated on the group to which Glaude was assigned, he sprawled over a wounded soldier to protect him from further injury. Disregarding his own wounds, Glaude dragged and carried the wounded man to litter bearers stationed 150 yards to the rear.

A Silver Star was awarded to Pfc Anthony F. Hammel, Northampton, Pa., for neutralizing two machine guns while his squad withdrew to safety.

On one Nazi raid, a 24-man patrol attacked the outpost where Pfc Richard D. Parks, Syracuse, N.Y., and three others were stationed. When the raiders called for surrender, Parks replied with successive bursts of his BAR. The gun jammed. Parks continued firing with his two rifles until all ammunition was expended. Although wounded twice, he still refused to surrender and when the Germans swarmed over the position and took two of the men prisoner he pretended to be dead. While the fourth Pantherman escaped, Parks lay quietly until the Germans withdrew to their own lines. Then, he painfully made his way back to his unit.

Bitter fighting continued as V-E Day approached, but as the German war machine collapsed it became evident that the Nazis still holding out on the coast would surrender. The Black Panther Division, now assigned to the Fifteenth Army with no change of mission, prepared to accept the capitulation of the two pockets.

Only a few days before V-E Day, Pfc Elbert H. Nickells, Fresno, Calif., 264th, had a narrow escape. After having been relieved of guard duty, he was awakened by the cry, "Get up, they're attacking!" A grenade exploded nearby. Nickells ripped away a door, saw a second grenade roll in. He made a grab for it but missed. Luckily, it was a dud. Picking up his BAR just as a mortar shell struck the doorway, he dashed outside through smoke and dust. As he jumped over a hedge he confronted five of the enemy raiding party crouched in indecision. A sixth Kraut came over the hedge with his machine pistol ready for action. Nickells fired the BAR, then turned it on the rest of the enemy patrol. The Germans fled, leaving several wounded behind. Nickells, also wounded, received an Oak Leaf Cluster to his Purple Heart, awarded for injuries sustained during the Channel torpedoing, and a Silver Star for gallantry in action.

Foreseeing the eventual breakdown of all enemy resistance, the division laid complete plans for subsequent action and surrender terms were drawn up and revised in collaboration with the French military authorities. The first meeting with the Germans at which surrender terms were discussed took place May 7. Terms for unconditional surrender of all Nazis on the Lorient Pocket were agreed upon; hostilities on both sides ceased next day.

Division staff officers then turned their attention to St. Nazaire. In a shell-torn cafe near Cordemais, Col. John W. Keating, Neenah, Wis., 66th's chief of staff, met with the Nazi representatives to effect a similar surrender May 8. Once inside the cafe, the Germans started to haggle. A captain, representing Maj. Gen. Junck, was evasive, spoke vaguely of "technical" difficulties. But Col. Keating was adamant. He demanded immediate surrender and sent the Nazis back for authority to sign. They returned that afternoon and complied.

A French and an American rifle company were drawn up on either side of the field. After presentation to Gen. Kramer, the Nazi commander saluted smartly and then handed over his sidearm in token of surrender.

The same scene with a different cast of German characters was repeated the next day at 1000 in a field near Bouvron when resistance in the St. Nazaire Pocket officially ended. The last stronghold of the Germans in France had fallen.

American and French occupying forces immediately began moving into the 856 square miles of coastal area to begin the huge task of rounding up, guarding and screening German prisoners, neutralizing mine fields and impounding weapons and ammunition.

Everywhere, the victors were greeted by wildly cheering Frenchmen. Motorized and marching columns were stopped and showered with flowers by the liberated people of many small villages who had organized reception committees. Along country roads French civilians dressed in their Sunday best hailed the combat troops.

Hostilities in the Lorient Pocket ceased May 8, although formal surrender did not take place until two days later at Caudan. On May 11, the forces at St. Nazaire followed suit. The surrender ended all Nazi resistance in France and liberated an estimated 186,000 French civilians. The 66th was relieved in the Lorient sector May 18 and at St. Nazaire two days later. French forces took over both areas.

Total casualties for the 66th Division, including the Channel sinking, were 78 officers and 2170 enlisted men. Medals awarded to Panthermen included: Silver Star, 31; Soldier's Medal, 34, mostly for heroism in the Leopoldville disaster; Bronze Star, 483, and French Croix de Guerre, 34.

Ordered to an occupational mission May 14, the 66th made a 700-mile trip into Germany where the Black Panthers occupied 2400 square miles of Reich territory, including 11 landkreises and the city of Koblenz. All division elements were in position by May 24. As a security guard the division was charged with establishment of military government and control of all German activities. Weapons and ammunition were inpounded; procedure was set up to register and administer civilians and discharged prisoners of war. In addition, it was necessary to begin the job of evacuating huge numbers of displaced persons to their home countries. Within a short time after taking up its occupational duties, 3000 former slave laborers were being sent home each day by the division.

Hardly had the division settled down to its new role when plans suddenly were changed. The 66th was ordered to proceed immediately to the staging and assembly areas of Southern France, and units began the long trip May 26. After a speedy movement which was completed by June 7, the Panthermen were ready to take over their third mission in the ETO—billeting, feeding and processing troops being redeployed to the Pacific Theater and the United States through the port of Marseille.

Dust, heat and windstorms were problems that had to be overcome by the men of the 66th to provide suitable housekeeping, recreational and entertainment facilities for units being staged. Ingenuity, determination and hard work eventually produced two model camps.

Personnel of the 262nd and 264th staffed the camps in the Arles area while men of the 263rd had charge of the St. Victoret staging area. Division artillery battalions were assigned various duties: the 870th FA became MPs; the 871st FA guarded installations at the Miramas Depot; the 872nd FA took over Marseille and Port de Bouc and the 721st FA operated as a transportation unit.

The 266th Engr. Bn. kept oil trucks in constant operation to combat the dust problem. Malaria control crews of the 366th Medical Bn. sprayed Diesel oil over a vast area of ditches and canals. Not a single case of malaria developed in the staging areas, considered to be in a "malaria zone."

In staging the men assigned to the Pacific and the United States, the division had to tackle a number of complicated problems as well as a huge amount of paper work. High-point men had to be screened from units and their places filled with low-pointers. Complete physical examinations were required, another job for the medics. Tons of ordnance and individual equipment had to be serviced by the 766th Ord. Co., then crated for shipment.

Normally supplying one division, the 66th QM Co. was required to serve 100,000 men at the peak of the load, the equivalent of seven divisions. A bakery, attached to the QM, supplied 33,000 pounds of bread each day and in the three-month operation a total of 1,400,000 gallons of gasoline was issued.

In the meantime, the 66th Cav. Recon Troop was assigned to MP duty and guard patrol along the Spanish border. The MP platoon policed the towns in the vicinity of Arles and the 266th Engr., in addition to its other duties, supplied and maintained utilities for the two areas. The 566th Signal Co. installed a telephone system that handled an average of 21,804 calls a day.

Five motion picture amphitheaters were constructed by Special Services at Arles; three were built at St. Victoret. Some zoo USO and GI stage shows played to 1,500,000 GIs. Four division dance bands furnished musical entertainment. A program of organized athletics was begun following construction of baseball and softball diamonds and horseshoe and volleyball courts. A beach was laid out on the Mediterranean to accommodate 7500 bathers. Thousands of men were taken on pass each day and on furloughs to the Riviera, Paris and Lourdes.

To prepare men for the trip to the Pacific and for a return to civilian life, personnel of the division I&E section supplied USAFI textbooks on many subjects and set up orientation centers. At Arles, the largest dental field clinic in the European Theater was placed in operation, augmenting the 250-bed field hospital.

Nearly 150,000 troops—almost 40,000 per month—were redeployed before the two staging areas were closed in September. During that time Maj. Gen. Kramer returned to the States and was succeeded by Maj. Gen. Walter B. Lauer, former commanding general of the 99th Inf. Div.

Operation of the Army's point system began to break up the Black Panther Division shortly after V-E Day but it was not until mid-September that the full effects of demobilization were felt. Acting on orders from XVI Corps, low-point men were transferred to outfits in the Army of Occupation and "in-betweeners" were assigned to service units in France. To take their places, 11,000 high-point men from Com Z units were transferred to the division.

Alerted to return to the United States, the 66th prepared for deactivation. A permanent organization of 66th personnel, the Panther Veterans Organization, was created. Through it would be perpetuated the memory of the Leopoldville torpedoing, the bitter siege of St. Nazaire and Lorient, and the comradeship of men who had fought and served in the highest traditions of the U.S. Army.