A first-line Territorial Army (TA) formation then stationed in Yorkshire, the division – comprising George Sutton's 125th, Eric Miles's 126th and John Smyth's 127th Infantry Brigades, plus divisional troops – had recently fought in France and subsequently participated in the Dunkirk evacuation, suffering severe losses in both manpower and equipment, and needed to be brought up to strength to face a potential German invasion of Britain which, in the aftermath of the French surrender, was considered highly likely. The 42nd, then serving under William Holmes's X Corps, was rapidly brought up to strength in men by absorbing thousands of conscripts – few of whom had had any sort of military experience – although the division was still very short on equipment of all sorts and, throughout the year and into 1941, the division moved numerous times around the country, alternating between beach defence and training to repel the expected German invasion.