This new tank was entrusted to the Design Department at Woolwich Arsenal and was largely based on the prototype A7 of 1932. The same suspension was used, suitably strengthened, and the same powerplant of twin commercial diesels was put in. The requirement for thick armour meant that a cast turret and bow plate would be the most satisfactory solution, but British industry in the mid-1930s had only a very limited capacity for large castings, and this severely restricted the firms who could be given contracts for this work. It also meant that riveted and welded hulls and turrets were retained on British tanks long after other countries had gone over to castings. However, the contract for Matilda II was given to the Vulcan Foundry of Warrington in November 1936 and they produced a wooden mock-up by April 1937. Another year elapsed before the pilot model (made in mild steel) was ready, the delay mainly being occasioned by difficulties in the supply of the Wilson gearbox. Trials with this model were carried out during 1938, but an initial order for 65 tanks was given even before the pilot model appeared, and shortly afterwards this was increased by a further 100. Luckily the trials showed the design to be satisfactory, the only changes being minor ones to the suspension and engine cooling.

Re-armament started in earnest during 1938 and tanks were in desperately short supply, so further orders were given, which were more than Vulcan could manage. Other firms were called in, and contracts were let to Fowler, Ruston & Hornsby, LMS Railway Works, Harland & Wolff and North British Locomotive Works. Vulcan were the main contractor, and undertook most of the casting work. The Matilda was not easy to put into mass production, mainly because of the castings, and certain features of the design were quite difficult. For some reason the side skirts were in one piece, involving another large casting, and an immediate easement to production was to reduce the number of mud chutes from six to five. By September 1939 only two Matildas were in service, but by the spring of 1940 at least one battalion (7th Royal Tank Regiment) was equipped and the tank gave a good account of itself in the retreat to Dunkirk and the subsequent fighting around the port. At the same time several units in Egypt had received it, and used it in the early campaigns against the Italians.

After Dunkirk the Matilda I was dropped altogether and the Matilda II became the Matilda, by which name it was known for the rest of the war. In Libya in 1940 and 1941 the Matilda was virtually immune to any anti-tank gun or tank that the Italians could deploy. This happy state of affairs continued until about mid-1941 when the first units of the German Afrika Korps appeared and brought their 8.8cm Flak guns into action in the ground role against tanks. This gun could knock out the Matildas at ranges beyond the 2pounder's ability to reply, and the Matilda began to fade from the battle. Attempts to up-gun it to carry a 6pounder were failures because the turret ring was too small to take a larger gun, and the last action when Matilda was used as a gun tank was the first battle of El Alamein in July 1942.

The Matilda was a conventional British tank with the usual three compart- ments in the hull, the driver sitting centrally behind the nose plate. There was no hull gun, an unusual departure for the time, but sensible, for they were rarely effective in battle. The heavy cast turret was small, and the three men in it were cramped. In the CS version with a 3in howitzer, space was even scarcer. The commander had a circular cupola, but it gave him only limited vision and this lack of good vision was the worst feature of the vehicle, though it was no worse than many other designs of that time. The turret was rotated by hydraulic power, and was one of the first to use this system developed by the Frazer Nash Company, who also developed the turret controls for aircraft. Some 67 rounds of 2pounder and 4,000 of .303in ammunition were carried.

The twin AEC diesels were coupled together and drove to a Wilson epicyclic gearbox and a rear sprocket. The suspension was derived from the A7 and was either known as the "scissors" or "Japanese" type. It originated with the Vickers Medium C, though a similar type also appeared on the French tanks of the 1920s and 1930s. It consisted of sets of bogies linked together and working against horizontal compression springs. Each bogie l?ad four rollers, arranged in pairs so that to each suspension point there were four pairs of rollers, two links units, and two springs; the whole was supported by one vertical bracket attached to the hull. On each side there were two of these complete units, one four-roller unit and one large road wheel at the front. The track ran back along return rollers at the top of the side skirt. This apparently complicated arrangement worked well, though it inevitably limited the top speed. Mk III Matildas, and later marks, were fitted with Leyland diesels which gave slightly more power and were made in larger numbers than the AECs. The Mk V fitted an air servo on top of the gearbox to ease gear changing, but apart from these minor modifications, the Matilda stayed very much as it had been designed.

Up to the first battle of El Alamein the Matilda had gained the somewhat high-blown title of "Queen of the Battlefield", or at least some people called it that. After El Alamein it was apparent that the type was well past its best, and it was replaced by the increasing quantities of Grants and Shermans. The problem was to know what to do with the Matildas, most of which were still in good running order. The thick armour and reasonable protection made it an attractive vehicle of special applications, and it was the first British tank to be equipped as a flail mine-clearer, some of which were used at El Alamein. The flail was followed by a host of other devices, including anti-mine rollers, large demolition charges, bridge-layers, dozer blades, Canal Defence Lights (CDL) to illuminate the battlefields at night, gap-closing devices and flamethrowers. One was even used as an experimental radio-controlled vehicle.

Matildas were supplied to the Australian Army, which used them in the Pacific campaign and still had it in service for driver training as late as 1953. The Australians paid particular attention to developing flamethrowing variants which were useful against Japanese infantry positions in the jungle, and a dozer version was also frequently used in that theatre, mainly to improve tracks for wheeled vehicles to follow the tanks. Some Matildas went to Russia, where the thickness of armour was admired, but as in the Churchill later on, the 2pounder gun was politely dismissed as near useless. There are also some reports that the suspension clogged in the winter snow, though the Russians were not particularly communicative about the equipment provided to them.

After four or five years continuous use the Matildas were worn out, and it was not worth rebuilding them. A few were still in service at the end of the war, though not as gun tanks. However, the Matilda can claim to be the only British tank which served right through World War II and there are very few others which can approach that record, whatever their nationality.