'Blackwater' was the British establishment of a bridgehead across the Noireau river near Condé sur Noireau in the Calvados region of northern France (1/6 August 1944).

A successor to 'Bluecoat', 'Blackwater' was part of the breakout from the 'Overlord' lodgement in Normandy by Lieutenant General Sir Miles Dempsey’s 2^nd Army, and part of the process which led to the establishment of the Falaise pocket.

The undertaking was entrusted to Lieutenant General Sir Richard O’Connor’s VIII Corps, the left-hand formation of the 2^nd Army and thus on the eastern flank of Major General Leonard T. Gerow’s V Corps of Lieutenant Courtney H. Hodges’s US 1^st Army. The task allocated to the VIII Corps was to advance to Condé sur Noireau, cross the Noireau river and drive toward Flers through the defences of General Gustav von Vaerst’s 5^th Panzerarmee, which deployed SS-Obergruppenführer und General der Waffen-SS Wilhelm Bittrich’s II SS Panzerkorps on its left and General Erich Straube’s LXXIV Corps on its right.

British formations were threatening the town of Vire during the first week in August as the VIII Corps continued the drive to the south begun from Caumont on 30 July. Although patrols of Major General G. P. B. Roberts’s 11^th Armoured Division had reached a point about 1 mile (1.6 km) to the north of Vire on 2 August, the anti-tank fire of Generalleutnant Eugen Meindl’s 3^rd Fallschirmjägerdivision forced their withdrawal. On the following day paratroopers, supported by elements of SS-Oberführer Friedrich-Wilhelm Bock’s 9^th SS Panzerdivision 'Hohenstaufen' and SS-Brigadeführer und Generalmajor der Waffen-SS Heinz Harmel’s 10^th SS Panzerdivision 'Frundsberg', under II SS Panzerkorps control, counterattacked the exposed British flanks and encircled a small armoured force, bringing the armour into a temporary halt.

The 11^th Armoured Division then resumed its attack to the south-east and advanced through Le Beny Bocage, across the road linking Vire and Condé sur Noireau road, and reached a position from which the British threatened Tinchebray and Flers by 6 August.