When the German airborne attack on Crete began on the 20th May, the island had no air defense, the last fighters had been flown out the day before.  The RAF Middle East as a whole had very limited resources which were primarily confined to Egypt and Malta.  As a result the land forces on Crete and the naval forces would both have to operate without air defense.  This was to have serious consequences for both of them.  The Germans on the other hand had a powerful air force contingent, the VIII Fliegerkorps under General von Richtofen.  These air forces would operate from Greece and Scarpanto, an island to the east of Crete covering the Kaso straight.

Admiral Karl Georg Schuster, the Admiral South-East, had overall command of the Axis naval aspects of the Crete campaign.  The naval invasion of the island would follow the airborne invasion, and would consist of two flotillas; one on the 21st May to land at Maleme, and the second to land 24 hours later on the 22nd at Heraklion.  The total force was some 60 plus small vessels (caiques) with 7 merchant ships.  The Italians would provide cover with two destroyers, 12 torpedo boats as well as some speedboats and minesweepers.  The sea landings would bring reinforcements for the forces ashore, as well as heavy equipment and supplies.  One German described the caiques as; "....an assortment of scarcely seaworthy Greek coasting tramps and some larger rusty 'death traps'...."

The British knew of the impending air invasion, and would know that this would require a sea-borne follow up.  It was critical that the sea landings should be prevented, and that was the job of the navy.  Not only were they denied air defense from land based air forces, but the aircraft carrier Formidable was down to only four serviceable aircraft.  At the time many believed that capital ships could put up a reasonable anti aircraft defense from their own ship-borne armament.  This would be proven to be incorrect.

On the 18/19th May a large part of the naval force had put back into Alexandria for refueling, and put straight back out again on the 19th.  When the German air attack on Maleme began on the 20th, Cunningham positioned his forces;

Force A1 under Admiral Rawlings west of Crete.  Warspite and Valiant, 

Force B the cruisers Gloucester and Fiji to join Rawlings force.  

Force C under Admiral King with the cruisers Naiad and Perth, together with destroyers Kandahar, Nubian, Kingston and Juno.  This force was to pass through the Kaso straight during the night of the 20th, and move towards the area off Heraklion.  This force would be joined off Heraklion by the AA cruiser Calcutta.

Force D under Admiral Glennie.  Cruisers Dido, Orion and Ajax together with destroyers Kimberley, Isis, Janus, and Imperial.  To pass through the Antikithera Channel to the west of Crete during the night of the 20th, then cruise the north coast of Crete towards Chania.

Force E under Captain Mack.  This was a Destroyer Flotilla, the Jervis, Nizam and Ilex.  It was to bombard Scarpanto airfield, and would be joined in position on the morning of the 21st by the AA cruiser Carlisle.

On the night of the 20th the first of the German flotillas had reached its advanced base at Milos.  An island some 70 odd miles north of Maleme.

Cunningham was understandably concerned for the safety of his forces, given their lack of air support, and the known strength of Richtofen's air wing.  Because of this he had told his commanders that they should withdraw to the south of Crete for the daylight hours to make air attack more difficult, and then patrol the northern coasts at night.  Early on the 21st some twenty five vessels of the first flotilla left Milos carrying additional mountain troops, ammunition and supplies, but moving very slowly.  Poor reconnaissance led Schuster to believe that a British naval force was patrolling his line of advance, so he ordered the flotilla to return to Milos.  They put to sea again later that day when they discovered that the information was unreliable.  British aircraft did spot small craft that they believed to be the invasion force so now Cunningham moved forces B, C and D to the north of Crete to be in place to prevent a night invasion.  If no contact were made then early on the 22nd they were to sweep northwards to locate the German forces.

At a little before midnight on the 21st Glennie's Force D detected the invasion flotilla, some 18 miles north of their target landing area, Maleme.  The flotilla was escorted by the Italian destroyer Lupo commanded by Commander Mimbelli.  Mimbelli realised he was confronted by an overwhelmingly superior force, but that did not prevent him engaging the enemy while laying down smoke to try to protect his charges.  The Lupo took some eighteen hits from 6" guns and put up a courageous defense against impossible odds.  The British set about the caiques, destroying all but three of them.  This naval action was seen by Freyberg and his staff from their HQ near Chania, and caused them to be over optimistic regarding the situation on the ground around Maleme.  After making further sweeps Force D then steamed west for a rendezvous with Force A1 some 45 miles south west of the Antikithera Channel.  Force D had now expended a large part of their AA ammunition and Cunningham agreed to Glennie's request that he be allowed to take his force on to Alexandria for replenishment.

May 21; Bombed all morning. 2 killed; 7 injures.  Buried dead at sea during the night.

May 21/22; Met Italian convoy of barges full of troops escorted by 2 destroyers.  We lost two more killed and several injured.  They lost the destroyers and all the troops ... pretty gory.

May 29; Bombed all day.  Several direct hits.  Fire on two messdecks.  Several hundred killed (Troops and ship's company)  Arrived Alex at 2200.  Sank alongside during the night.

May 31; Total killed now nearer 500.  Still getting them out. [They continued recovering bodies until June 12.

June 12; Found another body before we left ... the last I think after 14 days.