The Bloody Triangle

by Victor Kamenir

  Halder noted these events: “A heavy enemy attack was repulsed with severe enemy losses west of Rovno; III Corps (northern wing of the armored group) temporarily stalled; central sector and southern wing advancing.”2

  By the morning of July 2, all of the Fifth Army was in general retreat. The northern arm of this army, composed of the XV and XXXI Rifle corps, received their pullback orders late and by the morning of July 2 were still occupying their positions along the Stokhod River, far west of the rest of the Fifth Army. Once the orders were received, a week-long race to the east began along the bad roads, made even worse by the frequent rains. Even though falling back at a fast pace, these units retreated in a relative good order. The German pressure in this sector was the least obtrusive. The German armored forces had been shifted south to Rovno and Dubno, and pursuit of the northern wing of the Fifth Army was conducted by German infantry divisions. However, difficult, marshy, waterlogged terrain in this area of northern Ukraine heavily favored the defender, and Potapov was able to extricate these two corps without major problems.

  However, the southern portion of Potapov’s army was in tatters. The remains of the three mechanized corps, the IX, XIX, and XXII, suffered heavily the previous day and, having already lost the majority of their armored vehicles, were effectively infantry formations. The XXVII Rifle Corps, barely at division’s strength, continued melting away.

  Task Force Popel, East of Dubno

  In the morning of July 1, using the slight cover of early morning fog, Commissar Popel’s command continued navigating its way through the German line’s encirclement. They proceeded in several distinct groups: Lt. Col. Petr I. Volkov’s 24th Tank Regiment from 12th Tank Division, Maj. A. P. Sytnik’s 67th Tank Regiment from the 34th Tank Division, Capt. V. F. Petrov’s 68th Tank Regiment from the same division, and Popel’s command element.

  After successfully negotiating a swampy area, their strung-out columns were taken under fire by several German artillery batteries. Even though the German gunners could not clearly see in the foggy morning, their shells were beginning to find their targets. One of the first Soviet vehicles hit was Popel’s own T-34.

  Several rounds that hit his tank did not penetrate tank’s sloping armor, but jammed its turret and knocked out a track. While his tank was being repaired, Popel commandeered a passing KV-1 tank and arrived at the first rally point. Slowly, in small groups or in whole units, Popel’s command filed past him and continued on.

  Very soon German aviation joined in the fray, and Soviet losses began to mount. After leaving behind a rear guard under Senior Battalion Commissar Yefim I. Novikov, Popel ordered everyone to break out at top speed. Besides artillery and aviation, units from German 16th Panzer Division quickly reacted to the Soviet maneuver and pressed on in the earnest, attempting to cut off as many Soviet forces as possible.

  In his memoirs, Popel shows glimpses of the mad dash through the nightmare of exploding artillery shells and dropped bombs, shots traded at point-blank ranges by Soviet and German tankers:

  Everything that happened then is recalled as if in a nightmare. Separate incidents, scenes, appear in the shroud of bloody fog. As much as I want to, I can not coherently present this incomparable slaughter which lasted all day. . . . One of our T-34s flared up like a torch, darting around a field. Over a dozen Pz IVs at the same time gang up on a KV. We are shooting German vehicles point blank. When ammunition runs out, we ram them. . . . Volkov’s vehicle began burning like a bonfire. With great difficulty he climbed out of it. Wounded leg failing him, Volkov fell and lost consciousness. Nobody followed him out of the burning tank.

  Sytnik’s KV, in the heat of battle, rushed ahead of others. Rammed several Pz IIIs. [His] vehicle became a pile of shapeless metal. He began retreating with its crew deeper into the thickets.

  The thick grass turned yellow all around. The fog is clinging to it. Nonstop thunder fills the air, rolling around the forest. You can’t tell where are our tanks, where are the German ones. Everywhere are black metal boxes, spewing out flames. . . .

  We are fighting since pre-dawn. People’s nerves have atrophied, the self-preservation instinct is turned off. Some completely ignore bombs or shells. [They] climb out of tanks, jump out of the trenches, without stooping they are going forward until felled by a bullet or a shell fragment.3

  Finally, a handful of tanks, one ambulance, and three staff cars break through, followed by a number of men on foot and clinging to the vehicles. In the gathering darkness, Popel called for a halt to allow his men some rest and to wait for stragglers. In ones or twos, sometimes in small groups, Soviet soldiers on foot continue dribbling in. An officer brought news of Commissar Novikov’s death, leading the rear-guard until the end.

  Bone-tired Commissar Oksen and several soldiers, without having a chance to rest, set off to find a local guide. Their location was almost at the edge of the only map available to Popel, and he desperately needed someone to show him the way out of the unfamiliar locale. Ruefully Popel noted later: “Our [VIII Mechanized] Corps did not have [local] maps. We weren’t planning on retreating.”4

  Oksen managed to soon locate two local civilians who showed them the way deeper into the forest. Before setting off, they pushed the last four-wheeled vehicles into a ravine, and now only a handful of severely damaged tanks were available to Popel’s group. After traveling through difficult terrain for a short period of time, they halted for the night in another deep ravine, one of many criss-crossing the area.

  While Popel’s task force was navigating through the nightmare of its escape, Lieutenant General Ryabyshev sent out several strong recon detachments trying to find Popel. They were unsuccessful and turned back after running into Germans seemingly everywhere. The bulk of Ryabyshev’s command received an unexpected gift of a full day’s rest in the immediate vicinity of Tarnopol:

  Being in the reserve of the Front Commander, the 8th Mechanized Corps was putting itself back into shape in a relatively quiet environment. Soldiers were repairing tanks, trucks, weapons, and for the first time in [ten] days of fighting and exhausting road marches, our men had an opportunity to catch up on sleep.5

  South-Western Front, Colonel General Kirponos Commanding

  On July 1, the attention of command group of the South-Western Front was focused not on the attack by the Fifth Army, but on timely pullback by the other three armies belonging to the Front. Especially concerning was situation of the Sixth Army under General Muzychenko, on which Kirponos placed high hopes of reducing the poorly defended gap between him [Muzychenko] and Potapov. The offensive of the Fifth Army was now relegated to the lowly status of an afterthought: “Therefore, in the new orders, we reluctantly admitted that the offensive capabilities of the Front are exhausted. Even though [operational orders] mentioned the counteroffensive by the forces of the Fifth Army, the orders were, in fact, laced with the spirit of the defensive.”6

  As the Germans continued pressing on to Shepetovka, they pried the Soviet Fifth and Sixth Armies farther and farther apart. Operational command of XXXVI and XXXVII Rifle Corps, as well as the 14th Cavalry Division, was given to Muzychenko. However, Muzychenko was not able to establish contact with these formations, and they moved back in the general chaos of the retreat.

  Kirponos in no uncertain terms ordered Muzychenko to get control of the situation:

  I am ordering you to immediately take control of 36th Rifle Corps, 14th Cavalry Division and 37th Rifle Corps, which were assigned to your command, and take decisive measures to restore situation along the line of Kremenets–Novi Pochayiv. You can also utilize the 2nd Anti-Tank Artillery Brigade for these purposes. If situation calls for it, you are permitted to utilize the 15th Mechanized Corps, but only as the last resort.7

  Kombrig (Brigade Commander, an old rank) S. P. Zdybin, commanding the XXXVII Rifle Corps, reported that the 14th Cavalry Division, which was defending Kremenets, already vacated the town, exposing the right flank of the XXXVII Rifle Corps. By 1100 hours Germans began flanki
ng Zdybin’s formation.

  The XV Mechanized Corps, with the 8th Tank Division from the IV Mechanized Corps still attached to it, became embroiled in combat on the right flank of the Sixth Army, even without Muzychenko’s orders. Its divisions were stretched along the Zolochev-Podkamen axis facing northwest, slowly falling back under steady German pressure. Despite poor weather, German air attacks were unrelenting, and especially hard-hit were the 37th Tank and 212th Motorized Rifle divisions. In conjunction with the air attacks, German pressed hard overland and fractured positions of the two Soviet divisions, inflicting heavy casualties on them. Commander of the 212th Motorized Rifle Division, Maj. Gen. Sergey V. Baranov, was wounded and taken prisoner. He later died in German captivity. His chief of staff, Col. Mikhail A. Pershakov, and commander of the 74th Tank Regiment, Colonel Koyuntin, were missing in action and presumed dead.

  At midnight on July 1, the staff of the South-Western Front issued an intelligence estimate summarizing conclusions of the Front’s command group:

  1. The enemy continues to exploit the success of the moto-mechanized group in the easterly and south-easterly directions from vicinity of Rovno-Ostrog, while at the same time attempting to cut off the withdrawal routes of units from Lvov direction.

  2. [Enemy] created a large group of forces for actions against the center of the South-Western Front.8

  On July 2, the Germans captured Tarnopol, which was vacated by the headquarters of the South-Western Front just days before, breaching the defense lines of the Sixth Army. The pressure on the Soviet Sixth Army was great, and it seemed like its commander Muzychenko was not up to the task:

  Looking at the combat reports which we received from him, it was obvious that the command of the 6th Army did not even approximately know situation of its neighbors. Corps commanders, out of contact with the army headquarters and not receiving regular information about neighbors’ situation, were acting without cooperation, on their own responsibility.

  In order to plug up this serious development, Kirponos committed his last reserves—the two rifle divisions of the XLIX Rifle Corps and the XXIV Mechanized corps. The XXIV Mechanized Corps set up its positions in the area of Volochiysk, directly across the Tarnopol-Proskurov highway. The XLIX Rifle Corps took up positions along the line of Yampol-Teofil-Ulyanovo.

  The Nineteenth Army, which was supposed to occupy and defend the immediate vicinity of Kiev, was ordered north to Byelorussia.9 In case the Germans would achieve a significant breakthrough at Tarnopol and head for Kiev, orders were sent to the military commandant of Kiev garrison to take rapid measures in manning and arming the Kiev Fortified District. Nikita S. Khrushchev departed Kirponos’ headquarters in order to personally oversee preparations to defend Kiev.

  Muzychenko’s Sixth Army was in dire straits, its planned orderly withdrawal disintegrating into a series of desperate rear-guard actions and breakouts from encirclements into which the front lines of the Sixth Army fractured. The IV Mechanized Corps under Maj. Gen. Andrey A. Vlasov conducted a series of stubborn rear-guard fights, allowing various parts of the Sixth Army to fight their way clear. The XXXVI Rifle Corps, along with the 14th Cavalry Division, after suffering heavy casualties, finally broke out of its encirclement and headed for the Yampol area, attempting to link up with the left flank of the IVIX Rifle Corps. The XXXVII Rifle Corps was barely hanging on to its positions in the area of Noviki-Ivachuv. The VI Rifle Corps and the 3rd Cavalry Division were surrounded in the area of Tarnopol, and there were no news from them. A counterattack of the 10th Tank Division from the XV Mechanized Corps temporary slowed down the Germans at Tarnopol. The rest of the XV Mechanized Corps continued retreating from the city. The Twelfth and Twenty-Sixth armies were falling behind the Sixth Army, creating another gap, this one on the left flank of the Sixth Army. Approach of the Germans towards Proskurov itself forced Kirponos to order evacuation of Front’s headquarters to Zhitomir.10

  Task-Force Lukin, Ostrog

  While the attack of the Fifth Army allowed its rear echelons orderly retreat and prevented the Germans from conducting their own offensive operations, the outcome of the border battle was clear. At Ostrog, the makeshift task force under General Lukin, bled dry after accomplishing all that it could, was at its strength’s end. It was now not the question of “if” the Germans could break into the operational maneuver areas east of Ostrog, but “how soon.” Behind Lukin lay almost-undefended Shepetovka with its convenient highway and railroad nexus.

  Still, Gustav Schrodek readily admitted that his 11th Panzer Division continued to have a difficult time with Lukin’s group:

  During the afternoon of July 1, the 11th Panzer Division was still in the tough, embittered fight defending the Ostrog bridgehead. As a strong thunderstorm turned all roads into a morass, the raging four-daylong tank battle between Dubno and Werba came to an end. All enemy attacks broke down despite Russian partial materiel superiority of tank equipment and willingness to fight despite bloody losses.11

  At this critical time, General Lukin was called away by Moscow to rejoin his Sixteenth Army on the Western Front. Bagramyan described the effect Lukin’s recall had on his task force: “At this time we realized that everything was hinging on willpower and energy of this man. He was gone, and his heroic depleted group, which for a whole week pinned down huge enemy forces, practically ceased to exist as a military formation. Its component units were absorbed into the Fifth Army.”12

  Bagramyan further noted that Kirponos was planning to replace Lukin’s group with the VII Rifle Corps, which was being transferred from the Southern Front. However, two rifle divisions of this corps did not arrive in Shepetovka area in time. The XLIX Rifle Corps under command of Maj. Gen. I. A. Kornilov, one of the last available reserve units, was ordered to proceed in all haste from Volochiysk, east of Proskurov, to take up positions in the Izyaslav and Starokonstantinov fortified districts.

  On July 2 Lt. Gen. D. I. Ryabyshev’s VIII Mechanized Corps arrived in Proskurov. The retreat there was conducted under difficult conditions along the road from Tarnopol. The march was led by the 7th Motorized Rifle Division, followed by the corps headquarters and rear echelons, with the rear brought up by the battered 12th Tank Division.

  Ryabyshev recorded one episode of the aftermath of an attack by German aviation:

  Enemy dive bombers periodically appeared in the air. After dropping bombs, they would fly along the column, strafing it with machine guns. Our planes were nowhere to be seen. The whole burden of fighting the enemy aircraft fell on antiaircraft artillery and machine guns. After noon, a column moving ahead of us suddenly stopped. Five, ten minutes went by, and we were still standing.

  We could hear shell explosions. Sensing something wrong, I hurried forward in my KV and soon saw four burning trucks loaded with shells. These shells would explode, terrifying the poor refugees. It was impossible to go around these vehicles: an impassable swamp stretch for almost a mile to the right and a relatively high hill with steep slope rose up to the left. There was no time to wait until the vehicles would completely burn out and shells stop exploding. Only the tanks would be able to climb the mountain; the wheeled vehicle would not have made it. The column could not remain on the road for long—the enemy bombers could return at any moment. Before I had a chance to make a decision, I heard from my driver:

  “Quickly, Comrade General, close your hatch!”

  I lowered myself into the turret and closed the hatch tightly. KV, picking up speed, charged the burning vehicles. The distance rapidly shrunk. Another moment—and tank hit with its armored chest one truck, then second one, third one. . . . The vehicles flew in all directions. The shells stopped exploding. The traffic jam disappeared.

  In the heat of the moment, I bawled out the driver for his risky stunt, totally without my consent. At a later date I appreciated his initiative and bravery and was sorry that I did not put him in for an award. At that difficult time, under the influence of difficulties and failures, the ability to appreciate bravery bec
ame numb.

  After liquidating the traffic jam, the troops and refugees continued on. I decided to reach the head of the 7th Motorized Rifle Division’s column, but it wasn’t that easy. The enemy aviation constantly bombed us. Vehicles and refugees’ wagons were constantly breaking down. The infantrymen . . . would push into the ditches the damaged vehicles, wagons, dead horses and continue the march.13

  Shortly before Proskurov, Ryabyshev’s column linked up with column of wounded which Popel sent out with Pleshakov.

  After making his report to General Purkayev, Ryabyshev received his next set of orders—to move to Kazatin to rest and reorganize. With great difficulty, Ryabyshev and his staff officers managed to cobble together a train and load his 134 tanks and 5 tractors.14

  While Ryabyshev was withdrawing the main body of his corps, Commissar Nikolai Popel with his group remained in the deep ravine just east of Verba, near the Ikva River. He spent three days there, gathering survivors which were wandering through the surrounding woods and organizing his force into companies and battalions. By the end of the third day, July 4, Popel had slightly over nine hundred men with him. The majority of these men belonged to the VIII Mechanized Corps, but some were soldiers separated from a variety of other units. There even was a small group from 124th Rifle Division, which was surrounded near Vladimir-Volynskiy during the second day of the war. This tiny cluster of men got caught up in the ebb and flow of the chaotic events and linked up with Popel’s unit, over one hundred miles from where 124th Rifle Division was destroyed.