'Caesar' (ii) was the British final stage of the evacuation of Rangoon, the capital of Burma, before the arrival of the advancing Japanese forces of Lieutenant General Shojiro Iida’s 15^th Army in 'B' (iii) (March 1942).

The defence of Burma was initially vested in Lieutenant General T. J. Hutton’s so-called Burma Army, which had only two divisions. The first Japanese attack against Victoria Point, almost the most southerly point of Burma in mid-January 1942, was expected and the undertaking by the Southern Force, a detachment of the 15^th Army, was not contested. The second attack was a small probing raid against a police station in southern Tenasserim, in the southern appendix of Burma between Moulmein and Victoria Point, and this was repulsed.

The 143^rd Regiment then launched overland attacks to the north against the airfields at Tavoy and Mergui in Tenasserim. The airfields were difficult both to defend and to reinforce, but the headquarters of the Burma Army had been ordered to hold these outposts because of their importance as staging posts vital to the defence of Malaya. The Japanese forced their way over the steep jungle-covered Tenasserim mountain range, and attacked Tavoy on 18 January. The 3 and 6/Burma Rifles were overwhelmed and forced to evacuate the town in disorder. Mergui was evacuated before it was attacked.

Rangoon was initially defended relatively successfully against Japanese air raids, with the small RAF element reinforced by a squadron of the American Volunteer Group from China. But the majority of the airfields were between Rangoon and the Japanese advance so, as the Japanese gained use of the airfields in Tenasserim, there was a major decrease in the warning time the air units in the area of Rangoon received, and the airfields became ever more untenable.

On 22 January, Lieutenant General Hiroshi Takeuchi’s 55^th Division began the main attack westward from Rahaeng on the Mae Nam Ping river in western Thailand across the Kawkareik Pass. Brigadier J. K. Jones’s Indian 16^th Brigade of Major General J. G. Smyth’s Indian 17^th Division guarding this approach retreated rapidly to the west. The Japanese division advanced to Moulmein at the mouth of the Salween river, which was garrisoned by Brigadier A. J. H. Bourke’s 2^nd Burma Brigade. The position was almost impossible to defend, and had the Salween river, almost 1.5 miles (2.4 km) wide, behind it. The 2^nd Burma Brigade was squeezed into a progressively tighter perimeter, and eventually retreated over river by ferry on 31 January after abandoning a large amount of supplies and equipment. Part of the force was left behind in Moulmein and had to swim across the river.

The Indian 17^th Division fell back to the north, attempting without success to hold the Bilin river and other fallback lines as it did so, but had too few troops to avoid being continually outflanked. The division eventually retreated toward the bridge over the Sittang river in general disorder. The retreat was delayed by incidents such as a vehicle breaking through the bridge deck, air attacks, and Japanese and Thai harassment. Japanese parties infiltrated onto the bridge, whose defence was poorly organised. Fearing that it would fall intact into Japanese and Thai hands, Smyth ordered it to be blown on 22 February, stranding most of his division on the Japanese-held side. Many of the men made their way across the river by swimming or on improvised rafts, but had to abandon all their equipment.

Although the Sittang river was in theory a strong defensive position, the disaster at the bridge left the Allied forces too weak to hold it. General Sir Archibald Wavell, heading the ABDA Command, nevertheless ordered that Rangoon be held as he was expecting the arrival of substantial reinforcements, including an Australian division, from the Middle East. On February 28, Wavell formally relieved Hutton, who had already been superseded in command by General the Hon. Sir Harold Alexander, the newly arrived British commander in Burma, and on the following day he effectively sacked the seriously ill Smyth.

Although the expected Australian division did not arrive in Burma, some reinforcements, including Brigadier J. H. Anstice’s British 7^th Armoured Brigade, had landed in Rangoon. Alexander ordered counterattacks, but soon realised that there was no hope of defending the city. On 7 March the military evacuated Rangoon after implementing wide-ranging plan of demolitions, in which the port was destroyed and the oil terminal blown up. As the Allies departed, the city was on fire. The remnants of Burma Army faced encirclement as they retreated north, but broke through a Japanese roadblock as a result of a mistake by the Japanese commander, thereby losing the chance to capture Alexander and much of the remnants of the Burma Army.