Where the Iron Crosses Grow: The Crimea 1941-44

CHAPTER 4 The Ring Closes Around Sevastopol, November–December 1941

By November 9, it was clear to Petrov that the Germans had missed their best opportunity to seize Sevastopol before the Soviet defenses solidified. The Coastal Army, despite taking a severe beating, had reached the Sevastopol defensive perimeter and joined up with the heterogeneous collection of naval units that had been literally thrown onto the city’s ramparts. The Soviet defense of Sevastopol began to coalesce at that point and the fact that Petrov was the man on the spot was clear to the Stavka, which put him in charge of all ground forces and coastal artillery in the SOR.[1] Naval leadership was more complex, with Oktyabrsky in charge of the fleet, Zhukov in charge of the naval base, Morgunov in charge of the coastal guns, and General-Major Nikolay A. Ostryakov in command of the VVS-ChF. Ostryakov was a renowned bomber pilot who had mistakenly bombed the German pocket-battleship Deutschland during the Spanish Civil War in May 1937.

The 45-year-old General-Major Ivan E. Petrov did not seem to have the background to lead a joint army–navy command in a desperate siege. Before joining the Red Army and the Communist Party in 1918 he had studied in a theological seminary, and his glasses gave him a studious appearance. Although trained as an infantryman, Petrov spent most of the interwar period in Central Asia in cavalry units and had no previous experience with naval units or combined operations. He had briefly commanded the 25th Rifle Division at Odessa before being given command of the Coastal Army, which is where he gained his first experience with Oktyabrsky’s Black Sea Fleet. What Petrov did possess was a determination to hold on and overcome, which he instilled in the defenders of Sevastopol. His first task was to organize a coherent defense from the rag-tag elements under his command, in order to withstand the serious enemy attack that he knew was coming.

General-Major Morgunov had sketched out a defensive perimeter 3–5 miles around Sevastopol in February 1941, but actual construction work did not begin until early July. Initially, two naval construction battalions, supplemented by 2,000 civilian volunteers, began work on building the inner defensive line, which extended only 2 miles out from the city. These defensive lines would be garrisoned by local naval infantry, leaving the defense of the city entirely within the hands of the Black Sea Fleet. Yet it was not until mid-September 1941, when the Germans began attacking the Soviet defenses at Perekop, that the leadership in Sevastopol got serious about building defenses in depth around the city. The new plan was to build three lines of defense, with the outermost layer 7–9 miles out, so that enemy artillery could not bombard the harbor. Obviously, this required a much larger labor commitment, as well as more troops than the Black Sea Fleet could provide. Amazingly, the labor force was able to construct three lines of defense around Sevastopol by early November, with over 300 bunkers, 9,600 mines, and numerous barbed-wire obstacles.[2] None of the defensive lines were complete when Hansen’s LIV Armeekorps approached Sevastopol, but the exhausted Russian troops could slip into prepared positions.

Petrov divided the SOR into four defensive sectors, starting clockwise with Sector IV holding the Bel’bek River valley, Sector III holding the Mekenzievy Mountain area, Sector II holding the Chernaya River valley and Fedyukhiny Heights, and Sector I holding the coastal strip around Balaklava. He anticipated that the Germans were most likely to make their main effort against Sectors III and IV, so he placed his best units and commanders there. General-Major Vasily F. Vorob’ev, commander of the 95th Rifle Division, was assigned Sector IV; in addition to his own division, Vilshansky’s 8 NIB, 13 ad hoc battalions and two artillery regiments were put under his command. General-Major Kolomiets, commander of the 25th Rifle Division, took over Sector III, which also included Zhidilov’s 7 NIB, the 3rd Naval Infantry Regiment, the 1st Perekop Naval Infantry Regiment, and ten other ad hoc battalions. Altogether, Vorob’ev had more than one third of the available forces in his sector and Kolomiets had one quarter in his, which left only weak covering forces in the other two sectors. Zhukov had done a remarkable job forming 30 ad hoc battalions from available resources, including six naval infantry battalions, an NKVD battalion, and a plethora of units composed of VVS ground crews and personnel from the naval schools in Sevastopol. Yet aside from Petrov’s 25th and 95th Rifle Divisions and the two naval infantry brigades, none of these were really cohesive units with strong leadership. The question was whether they could they hold out against Manstein’s overextended but better led and equipped AOK 11.

Petrov did have a few aces up his sleeve. Although some air units had retreated to the Caucasus, Ostryakov had re-energized the remaining VVS-ChF units at Sevastopol into an effective force that hindered Fliegerkorps IV from making full use of the captured Sarabus airfield, north of Simferopol. The Germans were only able to move two Staffeln (squadrons) of Bf-109Fs from III./JG 77 and one Staffeln of Ju-87 Stukas from III./StG 77 into Sarabus in early November, but had their hands full fending off repeated low-level air raids by VVS-ChF aircraft. Although the German fighter pilots often proved superior in experience and training, the VVS-ChF pilots were improving, and shot down three Ju-88 bombers in the first week of November – the Luftwaffe could not operate with impunity over Sevastopol. By November 7, 1941, the 62nd Fighter Brigade had 61 operational fighters in three regiments, of which the 9th Fighter Regiment (9 IAP) was the strongest, with ten Yak-1 and 11 MiG-3 fighters. There was also a small number of Il-2 Sturmovik ground-attack aircraft, as well as 16 MBR-2 amphibians.[3] In contrast, Fliegerkorps IV was operating only six to 12 Bf-109s, ten to 15 Ju-88s, and eight to ten Ju-87 Stukas over the Crimea by November. The rest of its Gruppen were supporting Kleist’s advance to Rostov.

Another factor in Petrov’s favor was naval gunfire support. Although the Black Sea Fleet’s heaviest units had retreated to ports in the Caucasus, the fleet formed a Naval Gunfire Support Group comprising the elderly light cruisers Krasny Krym and Chervona Ukraina, accompanied by three destroyers. Since his own artillery regiments had lost most of their guns in the retreat, he was particularly dependent upon naval gunfire support. The fleet also provided another armored train, the Zhelezniakov, to replace the two lost at Ishun; the Zhelezniakov was armed with five 100mm naval guns, eight 82mm mortars, and 15 heavy machine guns. Recognizing the vulnerability of armored trains to Stuka attacks, the Zhelezniakov was based inside the Trinity tunnel on the northern side of Severnaya Bay.

Petrov realized that his main task was to parry Manstein’s initial offensive long enough for the Stavka to send him reinforcements from the North Caucasus Military District. Winter was approaching fast, and although not as harsh in the Crimea as in central Russia, the weather would hinder the attacker far more than the defender. Despite having a motley assortment of 27,000 ground troops to defend a 29-mile-long perimeter, Petrov was determined to exact a high price from Manstein’s assault forces.

Amazingly, Manstein does not even mention his first assault upon Sevastopol in his memoirs, indicating his tendency to skip over unpleasant events. Once Hansen’s pursuit ground to a halt against Sevastopol’s defenses, it was clear to Manstein that he would have to mount either a siege or a full-scale assault in order to take the city. Characteristically, he opted for the more decisive choice of an assault. However, AOK 11 was in no shape for a full-scale assault upon Sevastopol in mid-November. Since crossing the Dnepr River two months earlier, it had suffered over 26,000 casualties (including 5,400 dead or missing) out of a total strength of 295,000, and fought three major battles. Artillery ammunition was in short supply after the fighting on the Perekop Isthmus and it would take weeks to replenish it by truck convoys from the Dnepr. The 132. Infanterie-Division, which was the closest unit to Sevastopol, only had half of a basic load of ammunition for its 10.5cm l.FH 18 howitzers and four-fifths of a load for its 15cm s.FH 18 howitzers on November 8 – barely sufficient to support one or two days of attacking.[4] Furthermore, AOK 11 was spread across the Crimea, with four of seven German infantry divisions still fully involved at Kerch. At best, Hansen could begin the assault with his LIV Armeekorps (the 50. and 132. Infanterie-Divisionen) with Salmuth’s XXX Armeekorps joining in with the 22. and 72. Infanterie-Divisionen within a few days. Manstein assumed that he would be able to get at least two divisions from XXXXII Armeekorps into action at Sevastopol before the end of November, leaving the Romanian forces to conduct mop-up operations in the rest of the Crimea.

However, Manstein’s assumptions proved wishful thinking, as the fighting at Kerch lasted longer than expected and Heeresgruppe Süd directed that two of Sponeck’s three divisions would go to reinforce Kleist’s advance rather than support the attack on Sevastopol. After regrouping his two divisions, Hansen began small-scale probing attacks against the boundary between the SOR’s II and III Defensive Sectors on November 11, trying to detect and neutralize Kolomiets’ forward security screen. On November 12, the 132. Infanterie-Division finally made a determined effort, with elements of four of its infantry battalions attacking a hill outpost held by the 31st Rifle Regiment, but the attack lacked significant air or artillery support and failed. The next day it was the 50. Infanterie-Division’s turn to attack with a few battalions, which also failed to make it through the Soviet forward security screen. Petrov was surprised at how puny Hansen’s infantry assaults were, with battalions at half-strength, and saw a chance to knock AOK 11’s offensive off balance. Temperatures were already falling to 10°F (-12°C), which further reduced any remaining zest for combat in Hansen’s exhausted men, when Petrov struck the front of LIV Armeekorps with a massive but uncoordinated counteroffensive on the morning of November 14. The 7th and 8th Naval Infantry Brigades formed the core of the attacking force, supplemented by three other naval infantry regiments and two Red Army rifle regiments – it was primarily a naval affair. The 132. Infanterie-Division was particularly hard hit by the Soviet naval infantrymen, who attacked in waves and managed to push the German frontline units back. Although Petrov’s counteroffensive did not recapture much ground, it forced Hansen’s corps onto the defensive for the remainder of November. The only positive note for LIV Armeekorps was that several dozen bunkers had been overrun, which would provide useful winter siege quarters for the frontline German troops. Yet aside from some aggressive patrolling and raids by the 22. Infanterie-Division, which finally got into line north of Duvankoi, Hansen’s role in the first offensive was over.

The only major German success in the opening days of the first offensive was a series of Luftwaffe raids on Sevastopol harbor that caught the fleet’s Naval Gunfire Support Group at anchor. One idiosyncrasy of Soviet naval gunfire tactics was that their warships preferred to fire from along quayside in the harbor, which made it easier to communicate with forward observers by telephone. It also meant that the Germans knew where to find the source of naval gunfire. The light cruisers Krasny Krym and Chervona Ukraina had fired 500 rounds of 130mm ammunition at German positions around Sevastopol during November 8–11, provoking several small-scale Luftwaffe retaliatory raids, but these were frustrated by Ostryakov’s VVS-ChF combat air patrols, which normally deployed two to four fighters over Sevastopol during daylight hours. After recurrent requests from Hansen to do something about the Soviet naval gunfire, Fliegerkorps IV finally assembled all its available aircraft for a major strike on the port of Sevastopol on the morning of November 12. Although the captain of the cruiser Krasny Krym prudently left the harbor before dawn, the Chervona Ukraina was still alongside the Count’s Quay in Severnaya (South) Bay, leisurely firing her 130mm guns at distant German troop concentrations. Around 0900hrs an air-raid alarm was sounded, but there was little time to react before three Ju-87 Stukas from II./StG 77 pounced on Chervona Ukraina from high altitude and hit her with two 250kg bombs, one of which detonated her torpedo tubes. With over 140 of her crew killed or wounded, flames spread across the crippled cruiser as she settled in the harbor. Although her 130mm guns were later recovered, the cruiser itself was finished. Before the VVS-ChF combat air patrol could react, a group of nine He-111 bombers from I./KG 27 and 11 Ju-88s from KG 51 swept over the harbor at low level and dropped their bombs among the dockyard area. The brand-new Type 7U destroyer Sovershennyi, already damaged by German air-delivered mines, was struck and would never sail again. The Type 7 destroyer Bezposhchadny was also hit and seriously damaged, but was towed to Poti for repairs. Although one of Ostryakov’s MiG-3 fighters shot down a retreating He-111, Fliegerkorps IV had scored a major victory over the Black Sea Fleet. Yet in spite of this victory, Fliegerkorps IV was too overextended to interdict all naval traffic in and out of Sevastopol, and consequently on November 17 the elderly freighter Kursk arrived from Novorossiysk with the first load of ammunition for Petrov’s troops.

Oddly, the initial German offensive against Sevastopol achieved its only success in the sector that Manstein had regarded as merely a supporting attack: Sector I along the coast near Balaklava. On the morning of November 11, the 72. Infanterie-Division was strung out from the Baydar Gate to Yalta, with two battalions from IR 266 conducting an unsupported advance upon Balaklava. The only Soviet forces barring the way into Balaklava were the remnants of the 40th and 42nd Cavalry Divisions. After forcing their way through Lieutenant Terletskiy’s improvised roadblock at the Baydar Gate, IR 266 steadily pushed the Soviet cavalry back toward Balaklava and did not encounter any Soviet infantry until November 13. A mile southeast of the town of Kamary, Colonel Mikhail G. Shemruk had deployed part of his 383rd Rifle Regiment on an imposing ridgeline that dominated the coastal road leading to Balaklava. Once Shemruk’s infantry were spotted, IR 266 halted its advance and waited for two more battalions from IR 105 and II./IR 124, as well as a few assault guns, to arrive. On November 13, the five German battalions assaulted the ridgeline held by Shemruk’s regiment and the few remaining cavalry. Shemruk’s troops fought hard for the ridgeline, but Shemruk himself was eventually killed, and the Germans overran the ridge and advanced to the high ground overlooking Kamary. Oberstleutnant Friedrich-Wilhelm Müller’s IR 105 occupied Hill 386.6, just 1½ miles from Balaklava harbor.

Over the next week, the soldiers of the 72. Infanterie-Division fought a series of pitched battles for three steep hills just east of Balaklava. Despite losing the high ground early, the Soviets had fortified the town of Kamary and the Blagodat State Farm, which they used as springboards to briefly retake much of the high ground on November 14–15 when the 514th and 1330th Rifle Regiments arrived to reinforce the battered 383rd Rifle Regiment. Once the Soviet counterattack had run its course, Müller’s IR 105 launched an all-out attack on the key piece of terrain in the sector, Hill 212.0, a steep and sparsely vegetated hill on which the vintage Balaklava North Fort sat, and which dominated Balaklava’s harbor. After two days of intense fighting on November 16–17, Müller’s infantry gained only a toehold on the hill, which they then lost to a Soviet battalion-strength night counterattack. The Soviets also repulsed all efforts by IR 266 to overrun the Blagodat State Farm strongpoint. In one final throw of the dice, Müller’s IR 105 was reinforced with two battalions of pioneers in an all-out assault on November 21, which finally captured Hill 212.0. However, the Black Sea Fleet finally committed the battleship Parizhskaya Kommuna and two light cruisers to bombard the Germans outside Balaklava, which halted any further German attacks. The 72. Infanterie-Division’s strength was spent, with only 20 percent of its infantry left, and it was forced to shift to the defense, thus bringing the first German offensive to a close. The frontline in Sector I now reverted to World War I-style trench warfare, with very little change over the next six months.

Manstein made two mistakes in his first effort against Sevastopol, and both were characteristic of his style of generalship. First, he underestimated the enemy. He believed Petrov’s Coastal Army to be a broken reed and discounted the ability of the Black Sea Fleet to form ad hoc naval infantry units. During the November offensive, Petrov received over 9,000 replacements from various quarters, whereas Manstein received none.[5] Altogether, Manstein’s AOK 11 suffered about 3,000 casualties in the first attempt to seize Sevastopol, further reducing the combat effectiveness of his infantry divisions. He also underestimated the ability of Morgunov’s Coastal Artillery and the Black Sea Fleet’s naval gunfire to repel his Stossgruppen with heavy-artillery barrages. Manstein’s second mistake was to not include the Romanian mountain infantry (vanatori de munte) in the offensive, instead relegating them to mop-up duties along the Black Sea coast near Alushta and in the Yaila Mountains. The Romanian 1st Mountain Brigade was the only fresh unit available to AOK 11 and it was a large one, comprising over 10,000 troops in six mountain-infantry battalions, two artillery battalions, and an engineer battalion. If this unit had been teamed up with the 72. Infanterie-Division, Manstein would have gained a clear superiority against Sector I’s weak defenses and almost certainly captured Balaklava. However, Manstein was reluctant to include Romanian units in his offensive plans because he did not respect their abilities and did not want to share any victories with them; this kind of attitude would often undermine Axis cooperation in the Crimea throughout 1941–42.

After the defeat of Manstein’s first assault upon Sevastopol’s outer defenses, which cost both sides over 2,000 casualties, a lull of sorts settled over the frontline positions. Both sides were exhausted and fought-out, requiring weeks to replace casualties and restock for the next round. Operation Barbarossa had stalled almost everywhere, from Leningrad to Moscow to Rostov, but Manstein was determined to capture Sevastopol before the end of 1941. Recognizing that hasty attacks with depleted units could not succeed, he set about planning and organizing a deliberate offensive to begin by mid-December. Meanwhile, the frontline soldiers still engaged in desultory combat, with harassing artillery bombardments, air raids, and snipers taking their toll. During the month-long lull between the two offensives, AOK 11 still suffered about 3,000 casualties, or the equivalent loss of one of its depleted companies, every day.

Petrov used the operational pause to re-energize the construction of Sevastopol’s three lines of defense, which were directed by General-Major Arkadiy F. Khrenov, one of the Red Army’s top engineers. Khrenov had extensive experience building pre-war fortifications, and had been awarded the Hero of the Soviet Union for figuring out how to break through the Mannerheim Line during the Russo-Finnish War. The initial fortifications were primarily trenches, antitank ditches, and wooden bunkers, but Khrenov improved the quality of Soviet fieldworks by directing more tunneling in rock and using the spoil to build stouter artillery bunkers. Engineer equipment was given high priority in supply runs from Novorossiysk, while Khrenov set the naval workshops in Sevastopol to the large-scale manufacture of wooden antipersonnel mines. Khrenov focused on reinforcing the rear and main lines of defense, rather than the forward lines, which were under direct enemy observation. During the month-long lull, his sappers laid 45,000 more mines, including the buried flamethrowers that the Germans detested, and added 20 miles of barbed-wire obstacles.[6] Furthermore, Khrenov was able to tie the defenses of the four sectors together better, which made it more difficult for the Germans to exploit the vulnerable sector boundaries.

Of course, it was just as important to ensure that there were enough defenders to man Sevastopol’s three lines of defense, and the Stavka succeeded in directing an increasing amount of replacements to the besieged port. Initially, the North Caucasus Military District was able to send only 3,000 unarmed replacements to Sevastopol on November 18, with rifles to follow later.[7] However, on the night of December 7/8, the cruisers Krasny Kavkaz and Krasny Krym escorted a five-ship convoy into Sevastopol’s South Bay bearing Colonel Aleksandr D. Ovseenko’s 388th Rifle Division. This unit was another one of Stalin’s “instant divisions” raised in fall 1941, but it was a strong formation, with 11,197 fresh troops and a good complement of artillery (18 76mm regimental guns, 16 76mm mountain guns, and eight 122mm howitzers), mortars, antitank guns, and antiaircraft guns. In addition to Ovseenko’s division, Petrov received enough personnel replacements and new weapons to partially restore the combat effectiveness of his Coastal Army. By mid-December 1941, Petrov had about 46,000 troops under his command, and there were 16,000 non-combat military personnel and 51,000 civilians left in Sevastopol. For the first time, Petrov felt that his front line was strong enough to create a central reserve based upon Ovseenko’s 388th Rifle Division, Zhidilov’s 7th Naval Infantry Brigade, the 40th Cavalry Division, and a rifle regiment from the 95th Rifle Division. Sevastopol’s defenses had improved greatly in just a month.

The Stavka also moved to simplify the complicated command structure at Sevastopol, once the first German offensive was defeated. The ineffectual Levchenko, who played no real role in the November fighting, was quietly removed on November 19 and later arrested, being charged with inciting panic because he had planned to evacuate the city.[8] Oktyabrsky was confirmed as commander of the SOR, but Petrov remained the predominant figure in the ground defense of the city, while Oktyabrsky focused more on expediting supplies and reinforcements from Novorossiysk. In practice, all command decisions were exercised through the Military Council of the Black Sea Fleet, comprised of Petrov, Oktyabrsky, Morgunov, and Ostryakov.

In contrast, the situation of Manstein’s AOK 11 was getting worse, rather than improving, due to the near-breakdown of Heeresgruppe Süd’s logistical infrastructure. Because of the Soviet demolition of all railroad bridges over the Dnepr – which would not be fully repaired until 1943 – no fuel trains could proceed east of the river. Instead, supplies had to be ferried across the Dnepr from the main railhead at Kherson and then either loaded onto the few captured Soviet trains available or moved 210 miles by the depleted number of trucks still operational in AOK 11’s quartermaster units. Heavy rains, which arrived in late November, turned the Crimea’s roads into slow-go terrain, further exacerbating the problem. Logistical priority went to ammunition, so by mid-December AOK 11’s forward divisions had stockpiled over 1,600 tons of artillery ammunition, but the soldiers in the forward positions were left shivering in their summer uniforms and with reduced rations. Gottlob Bidermann noted the poor quality of the rations that were available, and that he and his fellow Panzerjägers were forced to scavenge warm overcoats from the corpses of fallen Soviet naval infantrymen in front of their positions.[9] German frontline morale was deteriorating with each passing day, and the cold weather would soon reduce Manstein’s half-strength infantry units to combat ineffectiveness. Under these conditions, Manstein probably would have preferred to conduct a siege until his army was strong enough to mount a full-scale assault on Sevastopol in the spring, but once the Soviet Winter Counteroffensive began in early December, Hitler became increasingly adamant that AOK 11 finish off Sevastopol as soon as possible in order to release its divisions for use elsewhere. Forced into action by events elsewhere on the front, Manstein decided to gamble and make another assault upon Sevastopol before Christmas.

There were a few bright notes that improved AOK 11’s chances. Since the arrival of the 24. Infanterie-Division at Sevastopol in late November and the imminent arrival of the 170. Infanterie-Division in late December, Manstein could potentially employ six German divisions against the fortress instead of less than three as in the previous effort. Furthermore, much of the heavy siege artillery employed at Ishun – which had been unavailable in November – had arrived at the front to support the December offensive. Zuckertort’s super-heavy artillery now included one 35.5cm M1 howitzer, four 30.5cm mortars, eight 24cm Model 39 howitzers, and 36 14.9cm s. FH 37(t) howitzers; except for the M1 built by Rheinmetall, all of the German super-heavy artillery had been taken from the defunct Czech Army in 1939. However, most of the super-heavy artillery pieces were shortrange, area-attack weapons with low rates of fire – they were intended to supplement and not replace division-level 10.5cm and 15cm batteries. One specific weakness of Zuckertort’s artillery, noted in the battle of Perekop, was a lack of long-range artillery for counterbattery work. Consequently, AOK 11 received two battalions (II./AR 54 and II./AR 818) equipped with 16 10.5cm s.K 18 cannon and the 6. Batterie from Artillerie-Lehr-Regiment 2 with four 15cm K18 cannon; these weapons could engage enemy artillery out to 13–15 miles and help to even the odds against Morgunov’s heavy coastal batteries. A second Sturmgeschütz-Abteilung had also arrived in the Crimea, doubling Hansen’s assault guns from 21 to 42.[10]

Because of the end of German offensive operations everywhere else, Fliegerkorps IV was also able to support AOK 11 with an additional bomber Gruppe, as well as more Stukas and fighters. However, even these additional reinforcements might have been enough, and Manstein opted to increase his vulnerabilities in quiet sectors in order to mass as much of AOK 11’s remaining strength into a powerful Schwerpunkt (main effort) that could breach Sevastopol’s defenses. As part of this risky strategy, he reduced Sponeck’s XXXXII Armeekorps holding the Kerch Peninsula to just the 46. Infanterie-Division and two Romanian brigades, assuming that the defeated Soviet 51st Army could not mount any attacks across the Kerch Straits in winter. He also decided to incorporate the Romanian 1st Mountain Brigade into his offensive plan, recognizing that he needed their numbers now.

Manstein’s plan of attack was based upon starting with “salami-slicing tactics” to eviscerate and weaken critical parts of Petrov’s outer defenses with well-supported battalion-size attacks, then follow through with all-out division-size attacks when a sector began to crumble. Once again, Hansen’s LIV Armeekorps would make the main effort. Manstein noted that Petrov’s outer defenses were overextended in Sector IV where the 95th Rifle Division and Zhidilov’s 8th NIB were trying to maintain control of the area around Coastal Battery No. 10. Here, the Black Sea Fleet wanted this battery held, even though it stretched the defensive perimeter in Sector IV to a dangerous degree. The obvious weak point was the boundary between Sectors III and IV in the Bel’bek River valley, which is precisely where Manstein decided to place his Schwerpunkt. He was less certain about how strong the center of Petrov’s line was in Sectors II and III, but he wanted to probe aggressively and see what developed. However, he had no intention of XXX Armeekorps renewing an effort to take Balaklava, which he knew had been heavily reinforced; instead, by shifting his main effort from his left to his right, he hoped to catch Petrov by surprise.

At 0610hrs on December 17, 1941, Zuckertort’s artillery began a short preparatory barrage, followed by Fliegerkorps IV Stukas and level-bombers attacking Soviet artillery positions. Amazingly, the Soviets were caught by surprise, since they did not expect the Germans to mount a winter offensive. Each of Hansen’s infantry regiments had massed their remaining combat-ready infantry into two assault battalions, reducing their third battalions to cadre strength. The Germans attacked in small Stossgruppen, as they had learned at Perekop and Ishun, but with refined tactics. A few pioneers would rush forward in “buddy teams” to hurl smoke grenades at sites selected to breach the Soviet barbed wire, which was much less dense than at Perekop. Once sufficient smoke obscured the designated breach site, another pioneer team would move forward and blow up the wire obstacle with Bangalore torpedoes. Once the breach was created, small teams of grenadiers would move forward and hurl multiple Stielhandgranaten to suppress any defenders on the other side of the breach. Only then would the assault team move into and through the breach to assault the nearest Soviet defensive position with grenades and flamethrowers. Due to weeks of inactivity, many Soviet sectors were only lightly manned, and the forward outposts fell quickly to this style of blitz assault.

Hansen made his main effort with the 22., 24., and 132. Infanterie-Divisionen against Sectors III and IV, while the 50. Infanterie-Division and the Romanian 1st Mountain Brigade made a supporting attack against Sector II. The greatest success was achieved in the north near the village of Duvankoi and the Bel’bek River valley. Zhidilov’s 8th NIB had four battalions deployed along a 4-mile-long front, with a fifth battalion in reserve and the brigade command post situated on the rear slope of Mount Aziz-Oba (which meant “Holy Hill” in Tatar). Generalmajor Ludwig Wolff’s 22. Infanterie-Division hit the 8th NIB’s two right-flank battalions with two battalions from IR 16, while two battalions from Oberst Ernst Haccius’s IR 65 stormed Mount Aziz-Oba and threatened the brigade command post. Given the size of the mountain and the rugged terrain, this was an amazing achievement, which seriously weakened the outer defenses of Sevastopol. Zhidilov quickly counterattacked with his reserve battalion, which temporarily slowed, but did not stop the German advance. Captain Georgy A. Aleksandr’s Coastal Battery No. 30 fired 96 305mm shells at Wolff’s troops, although the fire was not particularly accurate. By the end of the first day, Wolff’s four assault battalions had advanced up to 1¼ miles and seriously damaged Zhidilov’s right flank.

South of Duvankoi and the Bel’bek River, the 132. and 24. Infanterie-Divisionen ripped the Soviet forward positions to pieces and advanced up to 2 miles in most sectors. I./IR 438, supported by four assault guns from Sturmgeschütz-Abteilung 197, punched through the 287th Rifle Regiment’s defenses and captured Hill 209.9, while III./IR 438 routed Major Ivan I. Kulagin’s 2nd Perekop Naval Infantry Regiment and forced it to retreat 2 miles. Hauptmann Wolfgang von Kranenbrock, commander of II./IR 102, sliced through the forward security of the 54th Rifle Regiment and captured Hill 247.1, a key piece of terrain north of the Mekenzievy Farm. Further south, two battalions from Oberst Kurt Versock’s IR 31 penetrated the 3rd Naval Infantry’s line west of Mekenzievy Farm and captured Hill 287.6. The 50. Infanterie-Division mounted a supporting attack with six battalions that also gained 1¼ miles, and Romanian mountain infantry made a successful attack in the Chernaya River valley. All along the line, the Soviet forward security units suffered heavy losses and were pushed back up to 2 miles. Hansen’s assault battalions had achieved surprise, and used the best tactics for the limited resources available, resulting in a significant German tactical victory on the first day of the offensive. However, victory did not come cheap; LIV Armeekorps suffered 1,698 casualties, including 356 dead or missing, on the first day, which was equivalent to about 11 percent of the assaulting troops.

Throughout the siege of Sevastopol, Petrov’s ability to exercise effective battle command was hindered by poor communications with his frontline units, which relied heavily upon wire and field telephones.[11] When units abandoned positions and retreated, the phones were often left behind, causing them to lose contact with their divisional headquarters. Few of Petrov’s units below division level had tactical radios. Consequently, the German advances on the first day caused great confusion, as one Soviet regiment after another retreated and lost contact. It was not until late in the day that Petrov began to find out how badly Vilshansky’s 8th NIB had been hurt, and of the loss of key terrain on the right flank of Sector IV. Once aware of the situation, Petrov committed the bulk of his reserves to restore the front line: Ovseenko’s 388th Rifle Division was ordered to send one regiment to help Zhidilov’s weakened 8th NIB in retaking Mount Aziz-Oba and the other two regiments to plug the hole caused by the retreat of the 2nd Perekop Naval Infantry Regiment. Petrov also committed the understrength 40th Cavalry Division to Sector IV and Zhidilov’s 7th NIB to retake the ground taken by the 24. and 50. Infanterie-Divisionen. Amazingly, Petrov had committed virtually his entire reserve in the first 24 hours of the enemy offensive, leaving only the 161st Rifle Regiment from the 95th Rifle Division in reserve.

Yet even as Petrov’s reserves were moving into the front line, Wolff’s 22. Infanterie-Division renewed its offensive at dawn on November 18. Zuckertort’s gunners began by firing another 10,800 rounds of ammunition in support. Oberst Ernst Haccius’s IR 65 had two battalions atop Mount Aziz-Oba, which spotted three battalions of Vilshansky’s 8th NIB and the 40th Cavalry Division assembling for their own counterattack to retake the hill. Haccius’s soldiers were outnumbered and tired, but from the high ground his MG 34 teams were able to viciously rake the Soviet infantry below. The two German battalions then attacked downhill and caught the Soviet troops completely flat-footed, routing them. All three of Vilshansky’s battalions were wrecked as fighting units. Oberst Dietrich von Choltitz’s IR 16 enjoyed even greater success against the 773rd Rifle Regiment, moving up to try and restore the ruptured right flank of Sector IV. First calling in a punishing artillery barrage to disrupt the Soviet regiment, Choltitz then attacked with both his assault battalions and routed Ovseenko’s riflemen, who were new recruits who had never seen action, and most had only been in uniform for less than a month. Choltitz then proceeded to pursue the fleeing Soviet troops for 2½ miles, tearing a huge hole in the Soviet outer defenses and marking him as a tactical commander of great ability.

Along the rest of the front, the 24., 50., and 132. Infanterie-Divisionen and the Romanian 1st Mountain Brigade continued to attack, making less spectacular advances varying between 500 yards to a mile. Kulagin’s 2nd Perekop Naval Infantry Regiment again failed to hold, despite Petrov sending the other two regiments from Ovseenko’s 388th Rifle Division to support it. The only area where the Soviets enjoyed any success was in Sector II in the south, where Zhidilov’s veteran 7th NIB mounted local counterattacks against the 50. Infanterie-Division and the Romanians. The Soviet naval infantrymen were able to push the Germans back slightly, but engaged in a more difficult see-saw fight over a position known as the Italian Heights (later Chapel Hill), which dominated the lower Chernaya River valley. The Italian Heights, which overlooked Tennyson’s “Valley of Death” where the British Light Brigade made its reckless charge in 1854, was a critical piece of terrain needed to secure access to the eastern route into Balaklava and Sevastopol. It changed hands several times as the Romanian mountain infantry gamely kept counterattacking to reclaim it, but by evening the hill was back in Soviet hands. The second day of the German offensive had again gone poorly for the Soviets, and Petrov’s reserves had been committed without accomplishing much. Hansen’s LIV Armeekorps had carved out a large area in the boundary between Sector III and IV and had already reached the second line of defense in the north. Petrov’s artillery had also taken a beating from constant Stuka attacks and II./AR 818’s long-range counterbattery fire, and was suffering from a shortage of ammunition. Morgunov’s coastal artillery batteries were still fully effective, but were really only capable of area bombardment. Unable to coordinate an effective counterattack, and faced with declining artillery support, Petrov decided to remain on the defense and stubbornly hold each piece of ground.

Hansen continued to attack on December 19, slowly pushing Petrov’s infantry back. Zuckertort’s artillery continued to pound Soviet positions; in three days, German artillerymen fired over 52,000 rounds of ammunition and 3,400 Nebelwerfer rockets at Petrov’s positions. Aleksandr’s battery continued to respond with 305mm rounds, and five other coastal batteries supported the Soviet defense with lighter weapons. However, Zuckertort brought up the 30.5cm Mörser of schwere Artillerie-Abteilung 815 and his one 35.5cm M1 howitzer to bombard Aleksandr’s battery, and eventually put one of the turrets out of operation. While the heavy artillery engaged Morgunov’s coastal gunners, LIV Armeekorps concentrated its division and corps artillery to support its Schwerpunkt. Deluged by fire, Kulagin’s 2nd Perekop Naval Infantry Regiment gave way once again and ceded another mile to the 132. Infanterie-Division, while Haccius and Choltitz continued to crush the vestigial right flank of Sector IV. It was increasingly clear that all the Soviet units in Sector IV north of the Bel’bek River were in danger of being isolated, and that Vilshansky’s 8th NIB was on the verge of collapse; Aleksandr’s battery was ordered to form a 150-man infantry company from its gunners and to replace some of 8 NIB’s losses. In the Chernaya River valley in the south, Zhidilov’s 7th NIB was pushed off the Italian Heights by Müller’s IR 105, which had just joined the battle. Zhidilov was badly wounded in the fighting for the hill, and his brigade had also lost much of its strength.

Three days of relentless German advances and Soviet heavy losses made the Military Council in Sevastopol quite gloomy, and the naval leaders were no longer certain that Petrov’s troops could halt the enemy attacks. Rear-Admiral Zhukov was openly critical of Petrov’s failure to stem the enemy and relayed his misgivings to the Stavka, claiming that Sevastopol could not be held without immediate reinforcements from the North Caucasus. The Stavka was not long in responding, directing the dispatch of a fresh rifle division from Novorossiysk to Sevastopol. Furthermore, the Military Council was informed that something bigger was in the works: with the help of the Azov Flotilla and the Black Sea Fleet, the rebuilt 51st Army would make an amphibious landing on the Kerch Peninsula before the end of the month. Petrov was ordered to hold on until this event occurred, which the Stavka believed would surely cause Manstein to abort his offensive.

Although hard pressed, Petrov’s infantry dug in their heels and displayed significant tenacity on December 20, preventing the Germans from achieving breakthroughs in any sector. Soviet resistance became particularly obdurate in the Kamyschly Ravine sector, which ran diagonally across the new front line of Sector III. Two regiments of Ovseenko’s 388th Rifle Division had reinforced the western side of the ravine, which repeatedly rebuffed efforts by the 132. Infanterie-Division to cross the 500-yard-wide ravine. Indeed, the Kamyschly Ravine would remain the front line of Sector III for six more months. Nevertheless, Petrov was running out of reserves and was forced to start forming rear-area personnel into ad hoc rifle units to keep Sector IV from folding. On December 20, Hansen tried to outflank the Kamyschly Ravine position with a diversion against the south end of the ravine by several battalions from the 24. Infanterie-Division, while the 132. Infanterie-Division committed six battalions against the northern end of the ravine and managed to grab a toehold on the western side of the ravine. However, the limited German success was tempered by a fierce counterattack that ravaged the battalions of the 24. Infanterie-Division – clearly the German infantry were reaching the limit of their combat effectiveness. Only in the 22. Infanterie-Division sector did Hansen continue to achieve significant success, when the assault battalions of IR 16 and IR 65 overran the command post of the 40th Cavalry Division and killed its commander, Colonel Filipp F. Kudyurov. In the south, along the Chernaya River valley, two battalions of naval infantrymen recaptured the much-fought-over Italian Heights in Sector II on December 20, but then the German XXX Armeekorps committed a regiment from the fresh 170. Infanterie-Division, which retook the heights on December 21.

With both sides exhausted, the situation began to shift in Petrov’s favor when Oktyabrsky sailed into Sevastopol’s Severnaya (South) Bay aboard the cruiser Krasny Kavkaz on the night of December 20/21 at the head of a naval flotilla carrying Colonel Aleksei S. Potapov’s 3,500-man 79th Naval Infantry Brigade from Novorossiysk. Oktyabrsky disembarked Potapov’s troops on the northern side of the bay and, after assembling into battalions, they marched straight off to reinforce the front near the Kamyschly Ravine. Petrov intended to use Potapov’s brigade to spearhead a major counterattack to reduce the dangerous bulge between Sectors III and IV. Oktyabrsky also brought three loads of ammunition for Petrov’s troops and ordered his two cruisers and four destroyers to provide more naval gunfire support, which also helped to reinvigorate the defense.

Once again, Hansen pre-empted Petrov’s intended counterattack with an all-out assault of his own at dawn on December 22. Before Potapov’s brigade could effectively intervene, Wolff’s 22. Infanterie-Division finally broke through the right flank of Vorob’ev’s Sector IV defenses. Both Choltitz’s and Haccius’s regiments ploughed the remnants of the 241st and 773rd Rifle Regiments out of their way and boldly advanced over a mile toward the coast. Were it not for one battalion of Potapov’s brigade, which force-marched into the gap and brought Haccius’s tired soldiers to a halt for the day, Wolff’s division probably would have cut off all of Vorob’ev’s remaining troops. As it was, Vorob’ev was forced to immediately begin evacuating the remnants of the 95th Rifle Division and 8th NIB from north of the Bel’bek and begin a retreat to the south. Lieutenant Matushenko’s Battery No. 10 near Mamashai was blown up and abandoned; the 52 surviving crewmen retreated to Coastal Battery No. 30.[12] Further south, a five-battalion attack by the 32. Infanterie-Division at the northern end of the Kamyschly Ravine put paid to Ovseenko’s 388th Rifle Division, which was bowled back in disorder. With the Germans approaching the foot of Mekenzievy Mountain, just a few miles from the northern side of Severnaya Bay, Potapov threw his 79th Naval Infantry Brigade into a furious counterattack, which regained some ground and halted the enemy advance. Petrov relieved Ovseenko of command and pulled his battered division back into reserve to rebuild. Petrov felt as if his frontline units were holding on only by their fingernails, and pleaded with the Stavka for more reinforcements.

Hansen temporarily halted his offensive on December 23 in order to regroup and resupply his forces, but in the interim Oktyabrsky’s warships escorted a five-ship convoy carrying Colonel Nikolai O. Guz’s 345th Rifle Division from Poti. Guz’s division had been preparing to take part in the Kerch amphibious operation and was a relatively strong unit, with 11,274 troops, 34 artillery pieces (including 13 122mm howitzers), 18 medium mortars, 25 radios, and 135 trucks. The division was relatively well trained by Red Army 1941 standards, even if most of the troops were comprised of Caucasian minorities such as Ossetians and Chechens, with only a third being Slavs. In addition, Oktyabrsky delivered the 81st Separate Tank Battalion (81 OTB), which had 30 T-26 light tanks. Petrov kept the tanks in reserve, but hustled Guz’s fresh infantry regiments into the center of his line to replace the shattered 388th Rifle Division. Vorob’ev also used the brief respite to build a new front line for Sector IV along the Bel’bek River.

Manstein realized that he had little time left to take Sevastopol before casualties, ammunition shortages, and the winter weather sapped the strength from his offensive. He ordered Hansen to make an all-out attack on December 25, anticipating that Petrov’s defenses were ready to crack. Hansen ordered the 22. and 132. Infanterie-Divisionen to mass 12 battalions against the boundary of Sectors III and IV, which now lay around Mekenzievy Mountain, and blast a way through to Severnaya Bay. However, this time the Soviet reinforcements had quick-marched into place before the Germans resumed their attacks, which now came to grief. The 132. Infanterie-Division’s five battalions were shocked to run into a regiment from Guz’s 345th Rifle Division, which repulsed IR 437’s attacks. Likewise, Potapov’s 79th Naval Infantry Brigade stood like a rock that IR 438 could not budge. Even Wolff’s heretofore unstoppable 22. Infanterie-Division could not penetrate Vorob’ev’s new line along the Bel’bek. Vilshansky even led a counterattack that succeeded in pushing back von Choltitz’s spent IR 16. Lieutenant Aleksandr in Coastal Battery No. 30 further sapped German frontline morale by engaging Wolff’s troops – now visible only a couple of miles away – with 30.5mm rounds fired in direct lay. The Germans were also now face-to-face with the still-intact fortifications of Petrov’s main defensive belt, including Fort Stalin. This ferocious display of Soviet firepower and tenacity was not to the taste of the German soldiers, who now began to realize that victory was no longer within their grasp. Even the supporting attack by the 170. Infanterie-Division and the Romanians in the Chernaya River valley miscarried, with heavy losses.

On Christmas morning, Manstein paused his offensive to give AOK 11 a brief respite, then ordered Hansen to resume the attacks with 22. and 132. Infanterie-Divisionen. The Germans focused all their efforts on capturing the area around the Mekenzievy Mountain station, which was believed to be the linchpin of Petrov’s defenses in Sector III. However, Petrov had received over 26,000 reinforcements and Manstein had received none, and now the threadbare German infantry battalions – some reduced to just 150–200 combat effectives – were up against the sturdy defenses of the Soviet main line of resistance. Only a few assault guns were still operational and the level of Luftwaffe and artillery support was dwindling, which made it impossible for the soldiers to storm concrete bunkers. Guz’s fresh 345th Rifle Division brought the 22. Infanterie-Division’s steady advance to a halt and then mounted a furious counterattack against Choltitz’s depleted IR 16. Soviet artillery fire was intense, including naval gunfire, and was provided by Petrov’s artillery and the armored train Zhelezniakov, which ducked out of its cave hideout to pepper the 132. Infanterie-Division with 100mm high-explosive shells. A major Soviet counterattack by Guz’s troops hit Choltitz’s regiment hard.

Late on Christmas night, Manstein received the first reports of enemy amphibious activity in the Kerch Straits and possible enemy landings, but he was not unduly concerned. He believed that the defeated 51st Army could only mount minor raids, which Sponeck’s XXXXII Armeekorps could handle. The offensive at Sevastopol would continue. However, it was clear that AOK 11 was too weak to break Petrov’s main line of resistance without substantial forces, and even though Manstein borrowed battalions from the 50. Infanterie-Division to reinforce Hansen’s divisions, this was not enough. Hansen’s forces were so exhausted that they were only capable of limited actions on December 26–27.

Amazingly, Manstein was able to concentrate all his remaining infantry, supported by the artillery and a few assault guns, against the Mekenzievy Mountain station sector on the morning of December 28. Four battalions of the 132. Infanterie-Division managed to push Potapov’s 79th NIB back over a mile, and capture the Mekenzievy Mountain rail station. On their right, Choltitz’s IR 16 found a weak spot in the Soviet main line of resistance, held by the 241st Rifle Regiment, which was defending the approaches to Fort Stalin with only a few hundred riflemen. Choltitz’s troops punched through the weak Soviet unit and actually got within sight of the fort before halting. Haccius’s IR 65 also managed to flank Guz’s 345th Rifle Division and reach the approaches to Lieutenant Aleksandr’s Battery 30 (which the Germans had dubbed “Maxim Gorky I”). A group from the 345th Rifle Division was surrounded by the German advance and its commander, Major Maslov, opted to surrender. He later helped the Germans to recruit Soviet prisoners as volunteer labor or Hilfswilliger – which earned him a Soviet death sentence in absentia. It was an incredible day, where it seemed that Hansen’s troops might actually break Petrov’s defenses, but it was not to be.

During the night of December 28/29, another five-ship convoy arrived in Sevastopol bearing Colonel Nikolai F. Skutel’nik’s 386th Rifle Division – the third fresh division to augment Petrov’s army in December. Formed in Tbilisi just two weeks prior, Skutel’nik’s division was composed primarily of less-than-enthusiastic Georgians, Armenians, and Azerbaijanis, but it nonetheless added another 10,000 troops to the defense. It certainly must have brought great chagrin to Manstein that the Luftwaffe had been completely unable to interdict Petrov’s naval supply lines, and that the besieged defenders actually enjoyed better logistical support than the attackers.

Although Manstein ordered the offensive to continue on December 29, by 1000hrs he had received further word from Sponeck about Soviet landings at Feodosiya, which caused him to order XXX Armeekorps to cease its supporting attacks and immediately send the 170. Infanterie-Division to reinforce Sponeck’s XXXXII Armeekorps. Salmuth’s corps had spent the last week in a sanguinary and indecisive struggle over the Italian Heights, which only produced heavy casualties on both sides. Since his troops appeared on the verge of breaching Petrov’s main line of resistance, Manstein allowed Hansen to continue his part of the offensive, although only a few battalions were still capable of attacking.

Atop a 65-yard-high hill one mile south of the Mekenzievy Mountain station stood Lieutenant Nikolai A. Vorobyev’s 365th Antiaircraft Battery, which the Germans had dubbed “Fort Stalin.” It was not a fort intended to stop a serious ground assault but, rather, the position consisted of four 76mm antiaircraft guns in pits, protected by three small concrete machinegun bunkers. Barbed wire and a few antipersonnel mines provided a perimeter defense. Vorobyev was situated inside a concrete-and-steel command bunker, while most of his crews hunkered in underground bunkers. Choltitz led two battalions of his IR 16 toward the position, anticipating that its capture would open the way to Severnaya Bay. Vorobyev ordered his gunners to fire directly at Choltitz’s troops, but the Germans responded by calling in artillery fire that knocked out three of the 76mm guns. Using smoke and short rushes, the German infantry managed to approach the battery position. Assisted by sappers, about 30 of Choltitz’s infantrymen managed to penetrate the Soviet barbed-wire obstacles and penetrate into “Fort Stalin.” However, at that point another barrage of artillery fire landed atop the hill and inflicted heavy casualties on the German Stossgruppe, including its leader. Vorobyev later claimed that he cleverly used a captured German flare gun to call in German artillery fire on their own troops, but he appears to have spent the action entirely in his bunker. It is more likely that Vorobyev was either the unintended beneficiary of accidental German friendly fire or fortuitous Soviet naval gunfire, which was pounding any movement spotted on the hillsides. In any case, Choltitz’s attack failed and Hansen’s corps had reached its high-water mark. Efforts by Haccius’s IR 65 to capture Coastal Battery No. 30 also failed. Vorobyev was quickly awarded the Hero of the Soviet Union for “stopping the German offensive,” although he was later stripped of his awards for raping a minor after the war.

Manstein did not call off his offensive entirely until early on December 31, by which time Hansen’s LIV Armeekorps was completely exhausted. Hansen’s troops had suffered 7,732 casualties during the offensive, including 1,636 dead or missing, which represents about half the assault troops involved. Zuckertort’s gunners had fired 5,014 tons of ammunition during the offensive, equivalent to over 100,000 rounds, and had lost nine artillery pieces to Soviet counterbattery fire. Hansen’s infantry and Zuckertort’s firepower had certainly demolished the outer defensive line of Sevastopol, but had barely dented the main line of resistance. Indeed, it was only through imaginative small-unit tactics and excellent leadership that the Germans were able to make any significant progress at all. Wolff’s 22. Infanterie-Division had particularly distinguished itself as the most aggressively led unit in AOK 11. On the other hand, the sanguinary brawl over the Italian Heights cost Salmuth’s XXX Armeekorps 863 casualties and the Romanians 1,261 casualties, which was costly for a single position. Manstein had gambled on winning at Sevastopol, and failure to do so meant that most of his divisions were now reduced to combat ineffectiveness.

Petrov’s Coastal Army had also taken a horrendous beating, with at least 17,000 casualties suffered, including 6,000 captured, but help appeared to be on the way with the amphibious landings at Kerch and Feodosiya. Soviet material losses were also significant, and both Coastal Battery No. 30 and Coastal Battery No. 35 had fired so many 305mm rounds during the first and second German offensives that the barrels were worn out; until new barrels were installed, Sevastopol’s heaviest guns would remain silent.[13]