The 3rd Panzer Division was extremely exhausted after a two month push toward Moscow. Having seen combat virtually every day of their journey, they were, according to their commander, “at the end of their tether.” Dust was in everything, gumming up engines and sticking in grease that lubricated turret traverses and other vital parts. However, over the objections of OKH, Hitler demanded a swift change of access to the south to entrap the huge Soviet armies around Kiev. The 3rd was exhausted, but so were the Soviet units facing it. The 3rd Panzer was called on to go into the breach once again, shifting its axis of attack from the northeast to the south to roll up five Soviet armies, but forsaking the drive on Moscow.
Attacker: German (Elements of the Third Panzer Division)
Defender: Russian (Remnants of the Southwest Front)