Operation Martlet (also known as Operation Dauntless) was part of a series of British attacks to capture the French town of Caen and its environs from German forces during the Battle of Normandy of World War II begun by the Allies. It was a preliminary operation undertaken on 25 June 1944 by XXX Corps of the British Second Army, to capture Rauray and the area around Noyers. The attack was to protect the right flank of VIII Corps as it began Operation Epsom, an offensive into the Odon Valley west of Caen, on 26 June. The 50th (Northumbrian) Infantry Division and the 49th (West Riding) Infantry Division were to capture Juvigny-sur-Seulles, Vendes and Rauray, to prevent German counter-attacks against VIII Corps from the area of the Rauray Spur and then extend the attack towards Noyers and Aunay-sur-Odon. It was the first time in Normandy that the 49th (West Riding) Division operated as a division.

The attack front was held by the right flank of the Panzer Lehr Division and the left flank of the 12th SS Panzer Division Hitlerjugend, with the support of 60–80 88 mm guns of the III Flak Corps. The attack failed to achieve its objectives by the end of 25 June and the 49th (West Riding) Division continued the operation until 1 July, when the division defeated a counter-attack by Kampfgruppe Weidinger of 2nd SS-Panzer Division Das Reich and the 9th SS-Panzer Division Hohenstaufen, which lost c. 35 tanks and other armoured vehicles. The II SS Panzerkorps, had been intended for a counter-offensive west of Caen towards Bayeux but was so depleted by the losses of operations Martlet and Epsom and the danger of another British offensive near Caen, that it was reduced to the static defence of the Odon valley.

The Norman town of Caen was the most important D-Day objective of I Corps of the British Second Army, which was to take Caen and form a front running from Caumont-l'Éventé in the west to the area south-east of Caen, to protect the eastern flank of the First US Army and form a jumping-off point for an advance southwards to capture Falaise. The 3rd Infantry Division landed on Sword Beach on 6 June but was stopped short of Caen by the 21st Panzer Division.

Operation Perch, a pincer attack to encircle Caen, was begun by I Corps and XXX Corps the following day. I Corps attacked southwards out of the bridgehead on the east bank of the Orne and was halted by the 21st Panzer Division after advancing a short distance; the attack by XXX Corps was held up west of Caen, north of Tilly-sur-Seulles, by the Panzer Lehr Division. The 7th Armoured Division side-stepped westwards and attacked through a gap on the right flank opened by the 50th (Northumbrian) Infantry Division and the 1st US Infantry Division, capturing the town of Villers-Bocage. German forces counter-attacked immediately and the Battle of Villers-Bocage ended in a costly stalemate. The vanguard of the 7th Armoured Division withdrew from the town and by 17 June, the Panzer Lehr Division had also been forced back and XXX Corps had taken Tilly-sur-Seulles.

Allied offensive operations were postponed when a severe storm hit the English Channel on 19 June, which delayed the Allied build-up for three days and left them three divisional disembarkations behind schedule. Operation Dreadnought, an attack from the Orne bridgehead by VIII Corps to outflank Caen from the east, was cancelled. The poor weather grounded most Allied aircraft until 23 June, allowing the Germans to receive reinforcements relatively undisturbed and the equivalent of two German divisions, artillery and mortar units reached Normandy. Defensive positions were strengthened with minefields and about seventy 88 mm anti-tank guns were sited in hedgerows and woods on the approaches to Caen. On 23 June, the 51st (Highland) Infantry Division attacked Ste Honorine la Chardonnerette before dawn, captured the village and then repulsed a counter-attack, destroying thirteen German tanks. Further west, VIII Corps, which had recently arrived from England, was moved into line between XXX Corps and I Corps, to the west of Caen. Planning for an attack by VIII Corps on 26 June had begun and a preliminary attack by XXX Corps to capture high ground in the area west of VIII Corps was arranged for 25 June.

Operation Epsom, the VIII Corps attack due on 26 June, was vulnerable to a German counter-attack from the Rauray Spur, an area of high ground to the west, which overlooked the line of advance of 15th (Scottish) Infantry Division around the village of Cheux. On 25 June, XXX Corps was to conduct Operation Martlet, seizing the Noyers area to deprive the Germans of observation eastwards and the opportunity to counter-attack VIII Corps from the high ground. When the flank of VIII Corps had been secured, XXX Corps was to attack southwards towards Noyers and Aunay-sur-Odon.

The 49th Division was to reach the first objective ("Barracuda") on the road between Juvigny and Fontenay, with three battalions and then advance 1,000 yd (910 m) south to the second objective ("Walrus") at Tessel Wood and the farm at St. Nicholas, with two fresh battalions. The division was then to advance to the final objective ("Albacore") at Rauray village and the Rauray Spur, to establish a line from Rauray to Vendes and Juvigny-sur-Seulles (Juvigny), to secure the right flank of the 15th (Scottish) Infantry Division.

The 49th Division planned to advance on a two-brigade front, with the 146th Infantry Brigade on the right and the 147th Infantry Brigade on the left, to its first phase objective at Fontenay and then to Rauray. The 8th Armoured Brigade and the 70th Infantry Brigade were held back in support; an extra field artillery regiment and a regiment of M10 tank destroyers were added to the divisional artillery and for the first day, five VIII Corps field artillery regiments and parts of two anti-aircraft brigades operating as ground artillery were made available "on call". On the 50th Division front, a firm base was to be maintained, ready to follow up a German withdrawal.