By Pat McTaggart

After the brutal defensive fighting during the winter of 1941-1942, Adolf Hitler was ready for another round with the Russians. This time, his armies would strike south with the twin goals of conquering the Caucasus and its rich oil fields and taking the city of Stalingrad. As far back as July 1940, when the planning for the invasion of the Soviet Union began, those two objectives had been part of the overall plan.

The unexpected Soviet resistance in late 1941 put a hold on those plans, but they were still on Hitler’s mind even after his failure to take Moscow and Leningrad earlier in the year. The Germans needed oil, and the Caucasus would provide it. He also knew that controlling Stalingrad would mean the loss of a major industrial city and would also cut traffic on the southern portion of the Volga River.

It would be a massive operation, code-named Fall Blau (Case Blue), that involved two panzer armies, three infantry armies, and the 2nd Hungarian Army. The plan was to advance on a broad front stretching from the Sea of Azov to Kursk. In his Führer Directive 41 promulgated on April 12, 1942, Hitler laid out his goals for the southern part of the Soviet Union: “All available forces will be concentrated on the main operations in the southern sector, with the aim of destroying the enemy before the Don [River], in order to secure the Caucasian oil fields and the passes through the Caucasus Mountains themselves.”

Hitler also detailed how this was to be accomplished. “The purpose is, as already stated, to occupy the Caucasus Front by decisively attacking and destroying the Russian forces stationed in the Voronezh area to the south, west or north of the Don … individual breaches of the front should take the form of close pincer movements. We must avoid closing the pincers too late, thus giving the enemy the possibility of avoiding destruction.”

In general, Hitler planned to take the city of Voronezh with a combined panzer-infantry assault and destroy Soviet forces there, giving him a bridgehead on the eastern bank of the Voronezh River, a tributary of the Don. The Führer Directive continued: “Armored and motorized formations are to continue the attack south from Voronezh, with their left flank on the Don River in support of a second breakthrough to take place from the general area east of Kharkov. Here too, the objective is not simply to break the Russian front, but in cooperation with the motorized forces thrusting down the Don, to destroy the enemy armies.”

It sounded simple. Voronezh would be taken quickly, and with that accomplished, the armored and mechanized forces would form the anvil behind the Soviet forces defending the approaches to the Volga River and Stalingrad. The German forces attacking from the east would be the hammer, and the Soviet armies caught between the two would be eliminated, depriving the Russians of vital troops needed to defend Stalingrad and the Caucasus.

The force tasked with taking Voronezh was Army Group von Weichs under the command of General Maximilian Freiherr von Weichs an dem Glon, who was also the commander of the 2nd German Army. The 2nd Army consisted of General Erwin Vierow’s LV Army Corps (45th, 95th, and 299th Infantry Divisions, and the 1st SS Brigade). Army Group von Weichs’ armored fist was General Hermann Hoth’s 4th Panzer Army. Hoth had three corps: General Erich Straube’s XIII (82nd and 385th Infantry and 11th Panzer Divisions), General Willibald Freiherr von Langermann und Erlankamp’s XXIV Panzer (377th Infantry, 9th Panzer, and 3rd Motorized Divisions), and General Werner Kempf’s XLVIII Panzer (24th Panzer and the Gross Deutschland, or Motorized Division).

During the coming operation, some of these divisions would be transferred back and forth between corps as needed. Other divisions would be added to the attack as it continued.

General Gustav Jany’s 2nd Hungarian Army, consisting of two corps, was also under von Weichs’ command. As a reserve force, von Weichs could count on four infantry divisions. General Wolfram von Richthofen (a cousin of the Red Baron of World War I fame) would provide air support with his VIII Air Corps.

Facing von Weichs was Lt. Gen. Filipp Ivanovich Golikov’s Briansk Front. Golikov had an impressive force under his command consisting of three infantry armies and one tank army with 19 rifle divisions, seven rifle brigades, six mechanized brigades, and 30 tank brigades. Air support for the front would be under the control of Maj. Gen. Konstantin Nikolaevich Smirnov’s 2nd Air Army.

In conjunction with the planning of Case Blue, the Germans began an intelligence operation designed to keep Soviet eyes off the southern area of the front. The German offensive in 1941 had come dangerously close to taking its objective of Moscow, and the 2nd and 3rd Panzer Armies of Army Group Center were in almost the exact same positions they had occupied since mid-November. A German salient at Rzhev pointed like a dagger toward Moscow, and the Russians knew it would make a perfect jump-off point for another try at the Soviet capital.

The German Army on the Eastern Front opened Case Blue when the weather improved to allow mechanized campaigning. Hitler instructed his generals to swiftly move south toward the oil fields of the Caucasus.
The German Army on the Eastern Front opened Case Blue when the weather improved to allow mechanized campaigning. Hitler instructed his generals to swiftly move south toward the oil fields of the Caucasus.

Fall Kreml (Case Kremlin) was set up to play on Stalin’s fears about another assault on Moscow. A top-secret directive from Army Group Center sent out on May 29 stated, “The OHK [Oberkommando des Heeres, or German Army High Command] has ordered the earliest possible resumption of the attack on Moscow.”

Reconnaissance flights in the Moscow area were increased, and sealed maps of the Moscow sector were sent to the army group with orders that they would remain sealed until June 10. When they were opened, corps and divisional staffs began planning for the offensive, unaware that the entire operation was a ruse. Russian spies reported all this activity to Stavka (the Soviet high command), which began making plans to meet the attack that was expected to begin on August 1.

Stalin believed that the Germans, even after the losses they had taken in 1941, could possibly launch two simultaneous operations, one aimed at Moscow and the other directed at the Caucasus. Soviet reports state that he was more concerned about the one directed at Moscow and considered the other extremely unlikely. As late as June 26, Stalin still believed that Case Blue was mostly nonsense. In a telephone call to Golikov, he said that it “was something concocted by intelligence people.”

He must have had some doubts about his own convictions, however, as he ordered Golikov to plan an attack in the Orel area as a preemptive move, just in case the Germans were planning a southern offensive. The Soviet general was still fine-tuning his attack when the Germans struck.

The generals in Berlin were confident that Army Group von Weichs would accomplish its goals quickly and with little difficulty. Golikov’s forward troops defended an area crisscrossed by the Sosna River and its tributaries, as well as by ravines known as balkas. German planning had taken that into account, and if bridges were blown or fords were too heavily defended, engineers stationed just behind the front could be rushed forward to repair or build new bridges over which the advance could continue.

Dawn came early during the summer in southern Russia. The soldiers in forward Soviet positions noticed a thin mist rising from the ravines and hollows as the sky began to lighten at 2 am on June 28. Behind that mist, German reconnaissance units were already on the move, headed for the Russian line.

Suddenly, the western sky lit up as army, corps, and divisional artillery opened fire on Soviet positions. Shells whined over the heads of the attacking Germans, smashing enemy trenches and strongpoints before continuing eastward in a rolling barrage. Close behind the barrage, elements of von Richtofen’s VIII Air Corps rained down bombs on specific fortified strongpoints before heading east to strafe and bomb targets of opportunity and identified supply dumps and communications hubs.

The results were devastating. As the men of Brig. Gen. Walter Hörnlein’s Gross Deutschland Division advanced toward their first objective, the supposedly strongly fortified village of Dubrovka, they found nothing but carnage. The divisional history reported, “Dubrovka itself has been flattened—wreckage and ruins—not a house was left standing, not a fence, only smoking timbers and smoldering rubble.”

The men moved on. A key objective was the capture of bridges crossing the Tim River. Infantrymen of Lt. Col. Ludwig Kohlhaas’s 3rd Battalion, 2nd Infantry Regiment, Gross Deutschland Division sliced through the battered Soviet defenses and reached the narrow river by 6 am. Although the road bridge crossing the river had been destroyed, a rail bridge still stood. Men of Kohlhaas’s 11th Company speedily crossed the bridge and drove defending Russians on the eastern bank out of their positions.

At the height of its success, the 11th was mistakenly attacked by the Luftwaffe, causing several casualties. Kohlhaas was wounded in the attack and had to turn command of the battalion over to a subordinate. He was awarded the Knight’s Cross on November 22 for his actions, just nine days before he was killed in combat.

The offensive opened with a devastating German barrage against Red Army positions, while forward troops seized bridges and roads to facilitate the advance. Engineers followed to strengthen structures that had been damaged by the artillery fire.
The offensive opened with a devastating German barrage against Red Army positions, while forward troops seized bridges and roads to facilitate the advance. Engineers followed to strengthen structures that had been damaged by the artillery fire.

It was the same all along von Weichs’ front. The speedy advance of the German forward units captured several crossings that were needed for the armored onslaught that would soon follow. The engineers that followed in the wake of the first wave strengthened bridges to support the panzers and built crossing points across the numerous balkas in the area.

As news of the successes of the forward elements reached higher headquarters, Hoth prepared to launch his armored fist. Von Langermann’s XXIV Panzer Corps had approximately 350 tanks, while Kempf’s XLVIII Panzer Corps had about 325. Together, the two corps were to strike the boundary of Lt. Gen. Mikhail Artemevich Pasegov’s 40th Army and Maj. Gen. Nikolai Pavlovich Pukhov’s 13th Army.

The forward positions of Pasegov’s army were defended by five infantry divisions (45th, 62nd, 121st, 160th, and 212th), with the 6th Rifle Division and three rifle brigades farther to the rear. His armor included the 14th and 170th Tank Brigades with a total of about 70 tanks and Maj. Gen. Mikhail Ivanovich Pavelkin’s 16th Tank Corps with about 180 tanks.

Pukhov had four rifle divisions (15th, 132nd, 143rd, and 148th) at the front and the 307th Rifle Division and a rifle brigade in reserve. The 13th Army’s armored force consisted of the 129th Tank Brigade with some 40 tanks and Maj. Gen. Mikhail Efimovich Katukov’s 1st Tank Corps, which was also the front reserve, containing about 170 tanks.

At 10 am, the order came: “Panzer Marsch.” Von Langermann and Kempf rolled forward toward the crossings that had been built or captured. The Russians facing them were in disarray for the most part. Having been pummeled by artillery and bombed and strafed by the Luftwaffe, many defensive positions had simply disappeared. Communications lines had been severed, leaving higher headquarters out of contact with subordinate units, and even company commanders had a hard time communicating with their sub-units.

“We were confident of victory,” wrote Colonel Maximilian Reichsfreiherr von Edelsheim, commander of the 24th Panzer’s 26th Rifle Regiment. In a 1986 letter to the author, he described the scene: “My unit followed close behind the panzers of the 24th Panzer Regiment. Great clouds of dust arose as we pushed forward. To our left and right, similar clouds were raised by other panzer or mechanized units. It seemed like nothing could stop us. We were to find out differently later on, but this day was ours.”

Lieutenant Georg Köhler was in von Edelsheim’s 3rd Company. Ten years before his death in 2006, he wrote to the author concerning the advance: “My men were in a fine mood. Our morale was high. The engineers and other forward elements of the division had done their work well, and we had few problems in crossing the ravines and streams in front of us. As we advanced, we could see clouds of dust rising on our left. It was the bulk of the Gross Deutschland Division moving forward.”

Kempf’s two divisions headed at full speed toward the Tim River, where they slammed into Colonel Mikhail Borisovich Anashkin’s 160th Rifle Division and the neighboring 212th Rifle Division, which were stationed along the western bank north and south of the city of Tim. Not yet recovered from the morning barrage, the Russian defenders were easily overcome, and the panzers continued to race to the southwest.

North of Kempf, von Langermann’s corps also had great success. Brig. Gen. Hermann Balck’s 11th Panzer Division, after crossing the Tim, smashed into Colonel Afanasii Nikitovich Slyshkin’s 15th Rifle Division, shattering its defenses and sending survivors fleeing toward the rear. To Balck’s right, Maj. Gen. Petr Maksimovich Zykov’s 121st Rifle Division met the same fate at the hands of Brig. Gen. Johannes Baessler’s 9th Panzer Division. The first day had lived up to expectations: the panzers were headed to Voronezh, and it seemed that the great envelopment intended to destroy Russian forces west of the Don would proceed as scheduled.

Parsegov reported by radio to Briansk Front headquarters. He told Golikov that the 40th Army had sustained “significant losses,” but, he reported, the army was still capable of combat. He also asked for tank reinforcements to counter the German panzers.

German troops, some riding motorcycles, advance across a makeshift bridge on the route to Voronezh during late June 1942. The tank seen in the photo is the lightly-armed PzKpfw. II, actually obsolete by the time Case Blue was launched.
German troops, some riding motorcycles, advance across a makeshift bridge on the route to Voronezh during late June 1942. The tank seen in the photo is the lightly-armed PzKpfw. II, actually obsolete by the time Case Blue was launched.

Golikov relayed the request to Stavka. In response, Maj. Gen. Pavelkin’s 16th Tank Corps (107th, 109th, and 164th Tank Brigades) and Maj. Gen. Nikolai Vladimirovich Feklenko’s 17th Tank Corps (66th, 67th, and 174th Tank Brigades and the 31st Mechanized Brigade) were ordered forward to the Kshen River. The 115th and 116th Tank Brigades were also pulled from the Briansk Front reserve and sent forward to bolster Parsegov’s forces.

In addition to those forces, Stavka ordered the Southern Front’s 4th Tank Corps (45th, 47th, and 102nd Tank Brigades and 4th Mechanized Brigade), commanded by Lt. Gen. Vasilii Aleksandrovich Mishulin, and Maj. Gen. Vasilii Mikhailovich Badanov’s 24th Tank Corps (54th and 130th Tank Brigades, 24th Mechanized Brigade, and 4th Guards) north to the Stary Oskol area. When they arrived at their destination, they were to prepare for a counterattack against an expected German attempt to capture the river crossing points near the town.

During the early hours of June 29, it began to rain. It soon turned into a downpour with lightning illuminating the steppe. Throughout the morning, Hoth’s panzers and motorized troops struggled to advance on dirt roads and paths that had suddenly turned to mud. Wachtmeister Siegfried Freyer was in 4th Battalion, Panzer Regiment 24. “We could get little traction for the panzers, because the mud clung to our tracks,” he remembered. “The panzer would slide this way and that way, and it was hard to keep any kind of formation. The engines were also overworked as we tried to move forward in that slime.”

At around 11 am, the rain stopped and the sun came out, its fiery heat quickly drying the sodden ground. By 1 pm, Hoth’s troops were moving forward again at full speed. With Junkers Ju-87 Stuka dive bombers swarming overhead and German artillery blasting Soviet defenses, the 11th Panzer reached the banks of the Kshen River about 10 kilometers west of Volavo. Farther north, German infantry was pushing the Russians back toward Livny.

Upon reaching the Kshen, the 11th Panzer ran into Pavelkin’s 16th Tank Corps, which was arriving piecemeal in the area. Since the Soviets did not yet have a force strong enough to counter the Germans, they retreated to await reinforcements. South of Balck, the 9th Panzer was probing 40th Army defenses situated on the eastern bank of the Kshen.

Kempf’s XLVIII Panzer Corps was also making good progress. The Gross Deutschland and 24th Panzer crossed the Kshen and established bridgeheads about 40 kilometers south of the 11th Panzer, with the Gross Deutschland advancing 47 kilometers for the day.

To the Gross Deutschland’s right, Brig. Gen. Bruno Hauenschild had pushed elements of his 24th Panzer across the Kshen bridgehead and hit Maj. Gen. Mikhail Danilovich Grishin’s 6th Rifle Division, which was scattered after a short, sharp fight. As night fell, an advance unit of the division entered the village of Bykovo.

A cluster of trucks was near one of the houses, and upon entering the building, the Germans found maps and documents relating to the Soviet defenses. The Germans had just missed capturing the headquarters staff of the 40th Army. Although the staff had escaped, the material left behind was an intelligence boon. Furthermore, Pasegov had lost command and control over his army, which would be of great help to the Germans in the coming days.

While German forces were battering the 40th Army, General Jany was having a more difficult time as the 2nd Hungarian Army tried to push its way through the Soviet defenses south of the town of Tim. Colonel Vasilii Pavlovich Sokolov’s 45th Rifle Division resisted all attempts by the Hungarians to breach its line. On Sokolov’s flanks, the 212th and 62nd Rifle Divisions also held their own. Soviet resistance also increased on Parsegov’s right flank as Maj. Gen. Nikolai Pavlovich Pukhov’s 13th Army, reinforced by Katukov’s 1st Tank Corps, occupied positions on von Langermann’s left flank.

Late on the 29th, the 1st and 16th Tank Corps launched an attack on the 11th Panzer Division. Although supported by infantry, the attack was poorly coordinated, and the 11th easily repulsed it. The failure showed that the Russians still had quite a way to go when it came to using combined forces and armor en masse.

Undeterred, Stalin directed Golikov to plan another armored attack for the next day. The operation was to use the 1st, 4th, 16th, 17th, and 24th Tank Corps in an effort to halt the German advance and restore a proper defensive line. Soviet forces would have an approximate 2-to-1 advantage in tanks over their German opponents for the attack. Instead of a decisive action, however, it turned into another debacle during the next few days.

A Soviet tank, destroyed in a futile attempt to stem the Nazi tide during the early days of Case Blue, billows smoke on the Russian steppe.
A Soviet tank, destroyed in a futile attempt to stem the Nazi tide during the early days of Case Blue, billows smoke on the Russian steppe.

Katukov’s 1st Tank Corps hit Balck’s 11th Panzer once again, and once again the assault was plagued by poor command and control between the corps’ subordinate brigades. The same could be said for Pavelkin’s 16th Tank Corps, which attacked the lead elements of Balck’s division. Ultimately, Pavelkin’s surviving tanks were forced to retreat across the Olym River, where they tried to regroup with the remnants of Katukov’s corps.

The 4th and 17th Tank Corps went up against the Gross Deutschland and 24th Panzer Divisions. Mishulin’s 4th Tank Corps met the 14th Panzer 10 kilometers south of Gorshechnoye, about 62 kilometers southwest of Voronezh. With his corps strung out, Mishulin had only two of his four brigades at his immediate disposal. They were easily defeated by Hauenschild’s panzers.

“Tank after tank exploded under our shells,” Wachmeister Freyer recalled. “To us it seemed suicidal, but the Ivans still came. It was almost like practice on the firing range as we destroyed the enemy armor.”

To make things worse, Badanov’s 24th Tank Corps was nowhere to be found on the field of battle. His forces were still assembling at Stary Oskol, about 12 kilometers southwest of Gorshechnoye. Although he must have heard the sounds of battle, he did not have sufficient forces in the area to commit them to the fight.

Meanwhile, Feklenko proved to be an utter failure. He could have joined the battle if he had attacked from Kastornoye, about 16 kilometers away. Instead, he moved his units to and fro, effectively scattering his brigades. With communication between himself and his brigades disintegrating, the 17th proved easy pickings for German combat groups. The 17th was decimated, losing more than three-quarters of its 179 tanks. Feklenko was relieved of his command on July 1.

While the armored battle in the north ran its course, General Paulus launched his 6th Army’s assault against Marshal Semen Konstantinovich Timoshenko’s Southwest Front. This was the southern pincer of the opening phase of Case Blue. Although the attack had to be postponed a day because of heavy rain, Paulus’s troops made good progress in most places on June 30. Swinging his corps to the northeast, he was well on his way to link up with von Weichs’ forces. When the connection was made, it would effectively surround Soviet forces south of Voronezh and deprive the Russians of much needed troops to defend the eastern bank of the Don.

The combination of the defeat of Golikov’s tank corps and the opening of Paulus’s offensive convinced Stavka to order Parsegov’s 40th Army and two of Timoshenko’s armies, the 21st (Maj. Gen. Alexi Ilyich Danilov) and the 28th (Lt. Gen. Dmitrii Ivanovich Riabyshev) to retreat from their perilous positions to a new defensive line along the Olym and Oskol Rivers. Beginning at dawn on July 2, the Soviet armies attempted to pull back under a hail of German artillery fire. The VIII Air Corps, now commanded by Maj. Gen. Martin Fiebig, added to the chaotic retreat as it strafed and bombed the Russian columns.

The Germans kept up their pursuit. At Gorshechnoye, the Gross Deutschland captured the village after a fight that left 51 Soviet tanks destroyed. On Hörnlein’s right flank, the 24th Panzer also kept up the pressure. It seemed that the first phase of Case Blue would be a success.

Stavka’s hope of establishing its new defensive line was shattered as German troops crossed the Oskol River. It was now evident that the paramount Soviet objective should be to get as many troops as possible across the Don River.

While things seemed to be going well for the Germans in von Weichs’ southern sector, Pushkov’s 13th Army was putting up a tougher fight north of Voronezh. Golikov now had his headquarters inside the city, and he was determined to hold it. To bolster Pushkov’s defenses, he had Colonel Sarkis Sogomanovich Martirosian’s 340th Rifle Division, the 1st Guards Rifle Division, two tank brigades, and Colonel Ivan Fedorovich Lunev’s 8th Cavalry Corps (21st and 112th Cavalry Divisions) move forward to reinforce him.

Stalin was also determined to hold Voronezh. With his armies south of the city crumbling, the city’s rail hub and the railway lines east of the city running to the southeast became increasingly important. If a new line could be formed behind the Don or the Voronezh Rivers, those tracks would be vital in moving supplies and troops to endangered areas in the south.

This Soviet armored train has been stopped in its tracks by German fire during the Wehrmacht advance. The summer of 1942 was one of renewed optimism for some German generals; however, the situation soon deteriorated amid stiffening Soviet resistance.
This Soviet armored train has been stopped in its tracks by German fire during the Wehrmacht advance. The summer of 1942 was one of renewed optimism for some German generals; however, the situation soon deteriorated amid stiffening Soviet resistance.

On July 3, the situation south of Voronezh continued to deteriorate for the Soviets. The 40th Army was now in total disarray. Hoth ordered Kempf to release Maj. Gen. Sigfrid Henrici’s 16th Motorized Division from his corps reserve and send it racing toward Stary Oskol, where it linked up with the advance elements of the 6th Army. Although the 40th Army was now encircled, there were still gaps in the German lines due to the panzer divisions’ involvement in the fighting around Voronezh, and many Red Army soldiers were still able to continue their retreat to the Don.

The 28th and 21st Armies were also reeling under combined German armor and infantry attacks. Novy Oskol fell on the evening of July 3, and an attempt to form a new defensive line was only partially successful. During the past few days, the 21st and 40th Armies had lost more than half their fighting strength, and the 28th was not in much better shape.

On the map, it looked like the Russians were facing a tremendous disaster. With two armies effectively destroyed and another barely hanging on, an immense gap was opening between the Briansk and Southwest Fronts. As a remedy Stalin ordered two reserve armies to move forward. The 5th Reserve (Lt. Gen. Vasilii Ivanovich Kuznetsov) and the 7th (Maj. Gen. Vladimir Iakolevich Kolpakchi), each with six rifle divisions, were sent to the front to prevent Paulus from exploiting the gap.

Furthermore, Moscow ordered Lt. Gen. Maksim Antonovich Antoniuk’s 3rd Reserve Army (six rifle divisions) to take up positions along the Don River north of Voronezh and Maj. Gen. Fedor Mikhailovich Kharitonov’s 6th Reserve Army (seven rifle divisions) to river positions south of the city.

Things were still going well for Paulus south of Voronezh, but the units advancing toward Voronezh started to notice a turn in enemy tactics. North of Krassyana Polyana, about 90 kilometers southwest of the city, the 1st Infantry Regiment of the Gross Deutschland set out to take an objective known as Hill 204. Advance elements of the regiment found manned field positions that spewed out deadly fire as reconnaissance forces pushed ahead. The Germans were somewhat taken aback after the past few days of pursuit. Ivan was finally standing and fighting.

The regiment commander, Colonel Otto Kohler, deployed his 2nd Battalion and then ordered his men to attack. The marshy area in front of the hill made it extremely difficult for armored vehicles to operate, so it was up to the infantry to take the hill in a frontal assault. German artillery was met by Soviet artillery as the men moved forward at 8 pm.

It was a bloody fight. The Soviets manned strongly fortified bunkers and positions that had to be taken in hand-to-hand combat. Flamethrowers were called forward to burn out the Russians, who refused to retreat a step. As men shot each other at close range or hacked away at each other with knives and entrenching tools, it seemed that the battalion might fail to take its objective.

With the issue in doubt, 1st Lt. Fritz Schulz, a company commander in the battalion, took matters into his own hands. Commandeering some assault guns, he led them and his company through the marshy area and around a stream. Attacking the Russians from the unexpected direction, Schulz was in their positions before they could fully react. With the Soviet fire divided, the rest of the battalion was able to take the hill after a costly fight during which Schulz was severely wounded.

The 24th Panzer and troops of the other divisions facing Voronezh were also finding an enemy that refused to retreat until threatened by annihilation. With most of the 40th, 21st, and 28th Armies still retreating toward the Don crossing, these suicidal rearguard actions were vital to their survival. As they noticed the Russians slipping away, it became even more vital that Hoth’s armor push south along the Don to form a line behind them.

The situation was apparent in Berlin. If the Soviet units west of the Don were not destroyed, the first phase of Case Blue would be a failure. Although he was pleased with the advance of the 6th Army, Hitler saw the danger of Hoth’s panzer divisions getting bogged down in the fight for the approaches to Voronezh. He now concluded that his original plan to take Voronezh by a lightning armored thrust might not be best for the overall operation.

Red Army soldiers intent on defending the city of Voronezh peer cautiously around the corner of a building in anticipation of encountering the German invaders. At first the German advance during Case Blue made good progress against the Russian defenders.
Red Army soldiers intent on defending the city of Voronezh peer cautiously around the corner of a building in anticipation of encountering the German invaders. At first the German advance during Case Blue made good progress against the Russian defenders.

Making a quick flight to von Bock’s headquarters, Hitler and his field marshal held a brief meeting. According to historian Paul Carell, Hitler told von Bock, “I no longer insist upon the capture of the city. I also no longer consider it necessary, and I leave it up to you to move Hoth’s armored forces south immediately.”

Hitler’s comment was a remarkable one for the usually decisive Führer. He did not directly order von Bock to forget about taking Voronezh. Instead, his vague statement left things hanging in the air. Taking the city was supposed to be one of his major objectives, but now it seemed to be of secondary importance. Still, the possession of Voronezh would free up all of Hoth’s 4th Panzer Army to swing south in force. The more von Bock thought about his options, the more he wavered.

The situation in the Voronezh sector at the end of July 3 seemed to favor the Germans, even with the increasing Soviet resistance. Straube’s XIII Army Corps had advanced almost halfway between the Oskol and Don Rivers in the north, while in the center, von Langermann’s XXIV Panzer Corps had advanced east of Kastornoye. On von Langermann’s right flank, Kempf’s XLVIII Panzer Crops was also halfway between the Oskol and the Don.

As von Bock vacillated, the 4th Panzer Army and 2nd Army continued with their original orders on July 4. The arrival of Soviet reinforcements along Army Group von Weichs’ northern flank forced some changes to the original plan. With Straube’s XIII Army Corps reporting increased resistance and local counterattacks, von Langermann was ordered to shift his advance toward the northeast to strengthen the infantry. The shift left Kempf to carry on the drive to Voronezh from the west.

Lead elements of the Gross Deutschland reached the village of Devitsa, named for the river it sat next to. Soviet engineers had already blown the bridge that crossed the river, and the advance was halted while a new bridge was hastily constructed. The Gross Deutschland was now only nine kilometers from the Don.

While the bridge was being constructed, the rain stopped and the sun came out. Early in the afternoon, the lead elements of Infantry Regiment 2, Gross Deutschland crossed the Devitsa and continued westward on the drying roads. With the rest of the division following, the spearhead had the Don in sight by mid-afternoon.

Reconnaissance units reported that the enemy was moving troops across the river to the east bank with several ferries. The regimental commander, Colonel Eugen Garski, immediately issued a series of orders to his units. Since the steep approaches to the ferry crossings were unsuitable for building a bridge, he had the crossings brought under artillery fire as soon as the guns could be positioned.

Maps showed that a railroad bridge was located north of the crossings. Garski sent two companies to capture it while the rest of the regiment assembled. As they approached the bridge, the Germans realized that the Russians were unaware of their presence. They noticed that reinforced defensive positions had been erected on the eastern bank, and that a primitive armored train sat on the railway tracks.

An attempt to take the bridge by surprise ran into trouble when Soviet sentries finally noticed the dust raised by the hastily advancing Germans. Mortar and artillery fire began to fall among the Germans, and the armored train soon joined in. Although the train was soon set ablaze by German artillery, the heavy fire prevented the capture of the bridge. Meanwhile, the burning train had also set the bridge on fire, turning it into an inferno that would make it useless.

While the Gross Deutschland was engaged with the Soviets, von Hauenschild was having better luck. About 20 kilometers south of Gorski’s men, the 24th was able to establish bridgeheads across the Don south of the village of Ustye. These were soon reinforced, allowing the troops on the eastern bank to beat off several disorganized Soviet attacks.

Faced with the threat from the south, Golikov sought to strengthen Voronezh’s defenses. With his front stretched out along the Don, there were few forces readily available. The 13th Army was still holding out north of the city, but it could spare no men. Parsegov had been relieved on July 3, and his replacement, Lt. Gen. Markian Mikhailovich Popov, was in the process of trying to redeploy the 40th Army south of the city. He too had no troops to spare. West of Voronezh, defending the area between the Don and Voronezh Rivers, were the 53rd and 75th Fortified Regions.

A Soviet soldier armed with an automatic weapon prepares to meet the German enemy during the defense of Voronezh.
A Soviet soldier armed with an automatic weapon prepares to meet the German enemy during the defense of Voronezh.

A fortified region was planned for defense. It consisted of obstacles and strongpoints that would provide mutual assistance to one another. Troops belonging to fortified regions were largely immobile and were expected to defend their positions to the last man.

In the city proper, there were several undermanned NKVD units that were armed with only light weapons. The city’s defenses also included elements of the 3rd Air Defense Division, which contributed antiaircraft weapons that could also be used for ground fire.

The defenses directly north of the city were occupied by Colonel Ivan Illich Ulitin’s 232nd Rifle Division. Colonel Aleksandr Nikolaevich Afanasov’s Siberian 309th Rifle Division was still arriving by rail. As elements of the division detrained, they were immediately sent to occupy positions south of the city.

With the 24th Panzer assembled for an advance to its south, the Gross Deutschland finally encountered some luck. Foiled in the attempt to take the railroad bridge, Hörnlein spread his division out to search for a new crossing. At 7 pm, elements of Köhler’s 1st Infantry Regiment reached the village of Semiluki, about nine kilometers west of Voronezh. To the Germans’ surprise, they found a lightly guarded road bridge intact.

The commander of the 7th Company, 1st Lt. Carl-Ludwig Blumenthal, gathered his men and set up a plan of attack. Under the covering fire of a heavy machine-gun section, Blumenthal led his men forward, scattering the Russians on the western side of the bridge while coming under fire from bunkers on the opposite bank.

The river was fairly shallow where the bridge lay, and a Sergeant Hempel jumped into the water. Although up to his neck, Hempel made it across the 75 meters that separated the east and west banks, removing demolition charges with his bare hands. Although the bridge had been damaged, the Germans were able to force a crossing by the end of the day and establish a bridgehead that would be reinforced by troops crossing in inflatable boats.

Considerable time was spent during the night with the crossing and assembly of troops from Kempf’s panzer corps for a concentrated attack on Voronezh. Hoth, it seems, was hesitant about committing armored forces to the attack without the absolute certainty that it would succeed. He did not know how weakly defended his objective actually was, so instead of taking Voronezh with the forces at hand, he wasted precious time with the buildup.

While the assault on Voronezh was taking more time than had been contemplated, Paulus’s 6th Army was still advancing eastward. His troops were making good progress, but the Russians had the advantage of trading land for time as they pulled back toward the Don. The armored forces of the 4th Panzer Army tied down around Voronezh made the retreat easier by allowing the Soviets on the Southwest Front to concentrate on saving themselves without the fear of a massive encirclement.

As the 24th Panzer and Gross Deutschland prepared to continue their assault on July 5, Stavka ordered Golikov to prepare an armored counterattack northwest of Voronezh. Maj. Gen. Aleksandr Ilyich Liziukov’s 5th Tank Army would spearhead the assault.

The 5th Tank Army was spread out, and it took most of July 5 to reach its designated assembly area. German fighters and bombers roamed the sky, with the Red Air Force noticeably absent. With constant harassment from the air, movement was extremely difficult for Soviet armor. Furthermore, Golikov was unable to keep in constant contact with Liziukov’s headquarters, which further hampered the operation.

German soldiers take a break after the fall of Voronezh, a city their offensive has thoroughly destroyed. These men have gathered beside a PzKpfw. III tank, a workhorse of the Wehrmacht armored forces during the early years of World War II.
German soldiers take a break after the fall of Voronezh, a city their offensive has thoroughly destroyed. These men have gathered beside a PzKpfw. III tank, a workhorse of the Wehrmacht armored forces during the early years of World War II.

Meanwhile, Kempf’s panzer corps was finally advancing toward Voronezh. Overcoming stiffening resistance from recently arrived infantry units, the Germans found themselves fighting in the western outskirts of the city by the end of the day. In Berlin, the Army general staff was getting increasingly nervous about the XLVIII Panzer Corps tied down at Voronezh.

In his diary, Halder wrote, “The Don has been reached on a wide front west and south of Voronezh, but any attempt now to rush fortified Voronezh might result in total dissipation of the attacking power of the 24th Panzer Division and the Gross Deutschland Division…. To me, the situation looks this way: Hoth had the mission to strike for Voronezh but didn’t relish the idea, and so approached the operation with reluctance…. Von Bock has become completely dependent on Hoth’s initiative and has oriented the offensive toward Voronezh to a greater degree than he could answer for.”

July 6 saw several developments in the Voronezh area. The 24th Panzer moved into the western section of the city proper and found itself engaged in house-to-house fighting. Narrow streets hampered the panzers’ mobility, and the division’s motorized infantry were put in the lead, slowly overcoming Soviet defenses.

On the left and right flanks of the 24th, the Gross Deutschland and 16th Motorized Division also found themselves heavily engaged. Gross Deutschland’s forward elements, consisting of two rifle companies riding atop assault guns, reached the city’s railroad station before being forced back by a Russian counterattack. Units of Brig. Gen. Helmuth Schlömer’s 3rd Motorized Division, which had been transferred from von Langermann’s panzer corps, eventually relieved the exhausted division and continued the drive. By the end of the day, the Germans had established a large bridgehead in the eastern half of the city.

To the north, Liziukov was still getting his armor ready for the counterattack on the 24th Panzer Corps. Despite his assembly and communications problems, he ordered Maj. Gen. Pavel Alekseevich Rotmistrov, commander of the 7th Tank Corps, to attack Balck’s 11th Panzer at 6 am. Using his 67th and 87th Tank Brigades, which had massed north of the village of Bolshaya Polyana, Rotmistrov struck a German battle group composed of about 50 panzers in the area around the village of Krasnaya Polyana, about 55 kilometers northwest of Voronezh.

The two Soviet brigades consisted of 96 T-34 medium tanks armed with 76.2mm main guns and a scattering of T-60 light tanks, which carried 20mm cannons. Most of the German panzers were Panzer IIIs mounting 50mm guns, which had great difficulty penetrating the T-34’s frontal armor.

Rotmistrov’s attack caught the Germans off guard, and the panzers began a hasty retreat to the south. Crossing the shallow Kobylia Snova River some four kilometers south of Krasnaya Polyana, the Germans slowed their retreat, stopping to fire before pulling back again. The Russians kept close to the Germans, resulting in the negation of most Luftwaffe support (in the dust and confusion of battle, the German pilots had a difficult time distinguishing friend from foe).

The battle continued throughout the day, ending only as darkness fell. If the initial two attacking Soviet brigades had been reinforced, the Russian attack might have had serious consequences for the German forces around Voronezh. However, Maj. Gen. Aleksei Fedorovich Popov’s 11th Tank Corps, equipped with more than 180 tanks, was still detraining as the fighting died down, and Colonel Andrei Grigorovich Kravchenko’s 2nd Tank Corps, also with more than 180 tanks, was hours from its designated assembly area.

As the sun rose on July 7, Liziukov ordered Rotmistrov to continue his attack, promising reinforcements. However, only a battalion of the 12th Motorized Regiment and the 59th Tank Battalion (50 tanks) were available to join the fight. As the Soviets pressed their attack, Baessler’s 9th Panzer Division arrived on the scene with about 120 tanks, mostly Panzer IIIs. Baessler’s timely arrival stopped Rotmistrov along the Kobylia Snova for the time being.

In Voronezh, Kempf’s corps worked at rooting out the Russian pockets of resistance remaining in the city. By nightfall, the city had been all but cleared, but the German troops were exhausted and in need of rest. Infantry units were moving up to relieve the mechanized forces within Voronezh, but for the moment Kempf’s men would still be on the front line to defend against any Soviet attempts to retake the city.

A German tanker stands on the Russian steppe near Voronezh after emerging from the turret of his PzKpfw. III tank. In the summer of 1942, Hitler mounted an armored thrust to the south along the Eastern Front, and it led to ruin.
A German tanker stands on the Russian steppe near Voronezh after emerging from the turret of his PzKpfw. III tank. In the summer of 1942, Hitler mounted an armored thrust to the south along the Eastern Front, and it led to ruin.

Stalin’s decision to fight for the city had been costly. Maj. Gen. Ivan Danilovich Cherniakhovskii’s 18th Tank Corps, which was committed to the battle piecemeal as it arrived, was particularly bloodied in the savage street fighting, having lost the 189th and 181st Tank Brigades with 116 tanks.

The Briansk Front was now almost split in half, and Stavka realized that it was much too unwieldy for one commander. Therefore, on the night of the 7th, Stalin ordered the front to be split in two. Golikov would command the new Voronezh Front, which was charged with defending the area west of the Don north and south of the city itself. Lt. Gen. Nikandr Evlampievich Chibisov would temporarily command the revamped Briansk Front, which would defend the area northwest of the city.

On July 8, Rotmistrov finally had his combined forces in place for an all-out attack on von Langermann’s corps. The remaining units of the 11th Tank Corps were now in place, as were the tank brigades of the 2nd Tank Corps. With a numerically superior enemy facing them, the Germans were once again forced to conduct a fighting withdrawal.

The Soviets pressed their attack, forcing the Germans back some six kilometers. When the panzers reached the Sukhaia River in the vicinity of Malaya Pokrovka, they dug in and called for Luftwaffe support. With a static defensive line that could be clearly marked, Stukas and low-level fighters shot up several of the advancing Soviet tanks while German artillery added its deadly thunder to the battle. The swampy terrain in the area also hindered the Russian advance and tactical movement.

For the next few days, Liziukov threw his forces against von Langermann’s corps. Some minor penetrations were made, but they were quickly stopped by aggressive German counterattacks. With the arrival of Colonel Otto Butze’s 340th Infantry Division, the 11th Panzer was gradually taken out of the line to be used as a mobile “fire brigade.” By July 15, the front northwest of Voronezh had stabilized with both sides thoroughly worn out from more than a week of heavy fighting. As more infantry came into the line, both sides worked at establishing strong positions to counter any enemy attack.

In Voronezh itself, Kempf’s corps, which was now being replaced by arriving infantry divisions, was still warding off Soviet counterattacks in some areas. Together with the 57th and 168th Infantry Divisions from General Hans von Obstfelder’s XXIX Army Corps, Kempf’s troops stopped a concerted attack by Lt. Gen. Antionuk’s 60th Army (the former 3rd Reserve Army).

After Antionuk’s failure to break the German line, the fighting at Voronezh also died down for a time. Although the Germans had managed to secure a bridgehead across the Don and Voronezh Rivers, the strong Soviet defenses facing them prevented any further eastward movement in the area. The 24th and Gross Deutschland finally came off the line, but their surviving panzers were badly in need of repair, and there was also a shortage of fuel, which made immediate deployment to the south impossible.

Stalin’s decision to hold the Voronezh sector effectively unhinged an important part of the opening phase of Case Blue. Although poorly coordinated, the Soviet armored attacks northwest of the city forced the 9th and 11th Panzer Divisions to remain in place to prevent an enemy breakthrough. The street fighting and von Bock’s hesitation, coupled with Hitler’s vague orders to von Bock on July 3, kept the proposed armored gallop along the Don from happening.

There would be no grand encirclement to trap the Soviet forces west of the Don. Even though Paulus’s 6th Army was still advancing in its drive toward Stalingrad, the Don crossings in the southeast would remain open for the retreating Russians.

Although battered, those divisions would receive reinforcements to flesh out their ranks and would be used in and around Stalingrad to thwart the German attempt to totally dominate the city. Together with new divisions that were being sent to the area, the divisions saved from the German trap would be part of the Soviet force that would sound the death knell of the 6th Army in the coming year.

Author Pat McTaggart is an expert on the Eastern Front World War II. He writes from his home in Elkader, Iowa.

Back to the issue this appears in