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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 Tarnopoclass="underline"

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 flanking 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:

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3

Popel, 185.

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4

Ibid., 187.

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5

Ryabyshev, 38.

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6

Bagramyan, 156.

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7

Sbornik, vol. 36.

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8

Ibid., vol. 36.