The fight for Ostrog was a costly one for the Germans as well. By the end of the day, the 1st Battalion of the 15th Panzer Regiment numbered only twelve operational tanks.
VIII Mechanized Corps, Lt. Gen. D. I. Ryabyshev Commanding
Shortly after midnight, after visiting Colonel Gerasimov’s 7th Motorized Rifle Division, Commissar Popel arrived at the 34th Tank Division. He barely missed Ryabyshev, who himself departed for Gerasimov’s division less than an hour earlier. While Popel was familiarizing himself with the situation of Vasiliev’s division, chief of counter-intelligence of the VIII Mechanized Corps, Commissar M. A. Oksen, found him there. Oksen had disturbing news: several Soviet soldiers, apparently deserters from a different corps, were picked up in the VIII Mechanized Corps’ rear. According to these men, rumors were spreading that 12th Tank Division was retreating, with two Soviet generals surrendering to Germans. One of the men swore that he actually saw large bodies of Soviet soldiers retreating through the woods.
Unable to reach neither General Mishanin’s 12th Tank Division nor the headquarters of the VIII Mechanized Corps by radio, Popel raced off there in his lone T-34. As he was approaching the location of the corps command post in the woods outside Brody, Popel was surprised to see intense air attacks to which German aviation was subjecting this small town. As far as he knew, there wasn’t much of military value located in the town.[33]
Another unpleasant surprise awaited him at the command post—it was deserted. Minutes later, a motorcycle platoon pulled into the command post’s perimeter. Its commander, a junior lieutenant, reported that he was sent to Colonel Gerasimov’s 7th Motorized Rifle Division, but could not get through the burning woods along Styr River and had to turn back. The young lieutenant was also surprised seeing the vacated corps command post, informing Popel that the command post was occupied less than two hours earlier.
A staff car pulled in. Major Petrenko, Oksen’s deputy, informed Popel that Mishanin’s tank division did indeed abandoned its positions. On the way to the corps command post, Petrenko spoke with several retreating soldiers who insisted that division received orders to pull back. While the bulk of the 12th Tank Division was pulling back to Brody in disorder, it left the flank of Colonel Gerasimov’s division exposed. Now Popel understood why German aviation was bombing Brody so heavily.
Stragglers began gathering at the corps command post:
Approximately an hour went by, and roughly one hundred men belonging to corps rear elements and battalions and regiments from Mishanin’s division gathered in the tree line. In the night’s disorder, men would lose their way, wander around the woods and, glad to have stumbled upon us, remained at the former command post.[34]
They were quickly put to work digging in and improving existing defenses. Leaving Major Petrenko in charge of the command post, Popel again set off in his T-34 towards the highway in hope of getting some news. The road cross-country in heavy rain was difficult. The great forest fires raging throughout the day were slowly suppressed by the torrents of water. Visibility dropped to almost nothing, and Popel was forced to open the cupola hatch so that he could guide his driver. The insides of the tank immediately became drenched, adding to misery of tired men.
To his great relief, Popel found Lieutenant Colonel Volkov, commander of the 24th Tank Regiment, on the road. “Pale, dirty, with dried blood on his cheek, in ripped jumpsuit,” Volkov informed Popel that he was the rear-guard of the 12th Tank Division:
Volkov briefly, tiredly answered my questions, rubbing his wide, balding forehead.
“At two o’clock we received orders from division commander to immediately begin retreat to Brody-Pochayev-Podkamen. We are to concentrate at Podkamen by daybreak.”
“Who delivered the orders?”
“Chief of Staff Popov, by radio. I heard it myself.”
“Did you see General Mishanin?”
“No.”
“General Ryabyshev?”
“No.”
“Where are the divisional headquarters?”
“I don’t know.”
“Corps headquarters?”
“I don’t know. I don’t have communications with anybody.”[35]
Lieutenant Colonel Volkov, fighting so bravely the previous day, was visibly discouraged by this retreat, lamenting the losses suffered by his regiment in now-useless attack. Both Popel and Volkov were in agreement that the 12th Tank’s pullback exposed the flanks of the other two divisions. On his own risk, Popel halted Volkov’s retreat, ordering him to hold the road at all costs. Volkov happily began gathering his regiment and stragglers from other units and taking up defenses across the road. Popel himself set off for Brody.
With the sky lightening and the rain letting up, Popel’s tank entered a small town, which presented a nightmarish scene:
The rain… extinguished the fires. Only here and there, hissing pieces of logs and wooden boards were burning out. The streets were impassable. Bomb craters, bricks, masonry, and corpses. Corpses—in the street, on sidewalks…. When [tank halted], we climbed outside and discovered that we [were] in a room. Three walls were knocked down; only the fourth remained.[36]
The grisly scenery continues: “A [car halted] around the corner. Two steps away from it, a body of an officer, with a bloody wound in the back of his head. A dead hand is clutching a field bag. I roll over the corpse. [It is] Colonel Popov, division’s chief of staff. I take his bag, remove from his pocket documents, unsent letter, two photos.”[37]
It goes on:
Slowly, halting at every step, we drive along the dead town… across a church—KV. This is the first tank that we found in Brody. Whose vehicle is it?… The tank tucked in next to half-collapsed wall of a two-story building. Bricks and pieces of masonry are on the armor. The forward hatch is open, and I peek in.
General Mishanin is in the driver’s seat. His head, with thin, gray hair, rolls lifelessly, arms lowered along his body. The uniform blouse and undershirt are torn from collar to belt. [His] chest is covered in blood and bruises. The right sleeve is singed. Now I also noticed that his hair is singed as well.
“Comrade General… Timofey Andreyvich!”
No signs of life. I climb into the hatch and shake Mishanin’s shoulder. An incoherent moan: “M-m-a-a-a….” [His] lowered head does not move. Another moan and not a sound more.”[38]
To Popel’s surprise and joy, another man climbs out of Mishanin’s tank: “It’s Mishanin’s adjutant. I only briefly saw this pink-cheeked young lad before. He is pink-cheeked no longer, and his age is undeterminable—unshaven, dark, grimy.”[39]
Speaking loudly due to a concussion, Mishanin’s adjutant told Popel a sad tale. While directing movements of his division, Mishanin was half-buried by a collapsing wall. His adjutant, driver, and radio-operator dug the general out and placed him inside the tank. When the young lieutenant climbed in with Mishanin, the other two men stayed outside. A near bomb miss mangled the two exposed crewmen while bouncing the adjutant inside the tank.
Leaving the young man with the still-unconscious Mishanin, Popel hurried south through the town, attempting to catch up to the other two of Mishanin’s regiments and turn them around.
Popel found Lieutenant General Ryabyshev on a road south of Brody. The corps commander, who looked liked he aged about ten years, brought his commissar up to date. Shortly before 0300 hours, a liaison officer from headquarters of the South-Western Front arrived at Ryabyshev’s command post with the pullback orders.