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Surrounded by Germans and betrayed by its own commander, Russia’s 2nd Shock Army vanished from the battlefield, and from the history books.

WHEN RUSSIAN INFANTRYMAN I. I. Kalabin looked back on the last days of the 2nd Shock Army, his description had all the terrible vividness of events impossible to forget. “We weren’t an army anymore,” he wrote:

We were a market crowd. The forest burned, the peat bogs smoldered. Bomb craters everywhere, and twisted, broken trees. Piles of useless rifles, wrecked gun carriages. And corpses—corpses wherever you looked. Thousands of them, stinking and covered in flies, decomposing in the June sun…. And on every bit of dry ground—wounded soldiers. Screaming, moaning, pleading—for water, or for somebody to finish them off. But nobody paid any attention. People wandered about the woods—numbed, sullen, half mad; in hats with the ear flaps tied under the chin so as to keep off the mosquitoes, eyes red and swollen from lack of sleep…. Nobody had a watch; we lost track of time. What date is it? Is it day or night?

The story of the Vtoraya Udarnaya Armiya—simply the 2nd Shock to the men who served in it—is one of the least-known tragedies of World War II. The second of five “shock armies,” designed to spearhead key offensives, it consisted of one rifle division and eight brigades—about 100,000 men in total. It met its end exactly a year after Hitler’s surprise attack on the Soviet Union, in an encirclement that saw—as Kalabin so graphically described—as many men die of starvation as from fighting and bombardment. After the war, the army suffered another cruel blow when an act of treachery by its commander, General Andrei Vlasov, prompted authorities to wipe the army’s demise from the official record. Only since the Soviet Union’s collapse has the story come to light.


THE SEEDS OF DISASTER WERE SOWN in early January 1942, when Stalin reacted to the swift-moving German invasion by overruling his generals and insisting on a counteroffensive along the entire front, from the Baltic in the north to the Black Sea in the south. One main objective was the relief of Leningrad, whose 2.5 million civilian inhabitants were entering the depths of mass starvation. In December, 53,000 had succumbed to what death certificates euphemistically called “dystrophy” and “exhaustion”; more than 100,000 would die during each of the next three months.

Stalin’s plan—basically a larger-scale repetition of smaller offensives that had failed the previous autumn—was to break through the German siege lines at their thinnest point. From inside the ring around Leningrad, the 55th Army would strike south and east, retaking the main Moscow-Leningrad railway line and the southern shore of Lake Ladoga, just to the east. From outside the ring, five armies—the 59th, 54th, 52nd, 4th, and 2nd Shock—were to push north and west, across the Volkhov River. They were to meet another army—the 55th—near the railway town of Tosno and encircle the forward divisions of Germany’s 18th Army.

It was a good plan on paper, but not in practice. Hungry, exhausted, short on experienced officers, and chronically under-equipped, not one of the Russian armies was fit to attack—especially those in the north, where a record-breaking winter had sent temperatures plummeting to -20 degrees and below. Trapped inside the siege ring, the 55th Army was especially weak. As files of the NKVD, the Soviet internal security service, later revealed, men were shot for complaining. Corrupt quartermasters abused the rationing system, and left many soldiers dying of starvation; some of them even resorted to cannibalism.

Newly called up from the reserve, the 2nd Shock Army was better supplied but inexperienced. It had been formed two and a half months earlier, most of its troops coming from the grain fields of the Volga Steppe. Few had ever seen a forest, none could ski, and their tendency to avoid woods in favor of open ground would soon make them easy prey for German attack planes. Their commander, Lieutenant General Grigoriy Sokolov, had no military experience at all, having climbed the ranks of the NKVD to become deputy to its sadistic head, Lavrentiy Beria. Sokolov reported to General Kirill Meretskov, a capable professional soldier who might have shown more initiative had he not been temporarily imprisoned and tortured on Stalin’s order at the start of the war—one of dozens of senior officers scapegoated for Stalin’s own failure to foresee the German invasion.


LAUNCHED AT FIRST LIGHT on January 6, 1942, Stalin’s Leningrad offensive began with a bloodbath. Attacking on foot over the frozen Volkhov without artillery preparation, air cover, or winter camouflage, Russian infantry were cut down by the thousands by German gunners sheltering in well-built firing points on the Volkhov’s higher west bank. Thrown into battle the following morning, the 2nd Shock Army was supposed to expand a bridgehead established by three armies the previous day. But in reality there was no bridgehead, and in the first half hour of its assault the 2nd Shock lost more than 3,000 men. As Kalabin recalled:37

Uniquely for January, the river ice started to break up and drift. The grey Volkhov boiled with shellfire, and turned red with human blood. We were getting used to war by then, but seeing human arms and heads sticking up out of the river, and human bodies under the transparent ice, we recklessly cursed those who, through stupidity and irresponsible thoughtlessness, plunged us infantrymen alive into the frozen river…. Later I was in the battles for Kishinev and Budapest, but the sight of the bloody mortal Volkhov stays with me to this day.

Three days later, prompted by Stavka, the Red Army high command, Meretskov halted the offensive. He replaced Sokolov with the more experienced Major General Nikolai Klykov, commander of the 52nd Army. The assault was renewed on January 13—this time with better artillery preparation, though troops still lacked supplies and were hampered by snow so deep that wounded soldiers would fall into a sitting position, held upright by the drifts. On January 24, the 2nd Shock Army finally succeeded in breaking across the Volkhov, near the prophetically named village of Myasnoi Bor,“Meat Wood.” Led by a cavalry corps, it advanced 25 miles in five days, taking a broad swathe of countryside about 30 miles square between Leningrad and the small medieval city of Novgorod, some 90 miles south.

The gains were more impressive on paper than in reality. Efforts by the 52nd and 59th Armies to broaden the gap in the German line—8.5 miles wide by mid-February—foundered against swift enemy reinforcement, and the captured ground consisted of virtually uninhabited forest, peat bogs, and swamps. As the 2nd Shock Army penetrated deeper into the enemy’s rear, its supply lines stretched to the breaking point.“What was High Command thinking,” Kalabin wrote,

sending horses into forest without paths or roads, with the snow up to their bellies? One look at a map would have shown them that this empty space beyond the Volkhov was wilderness upon wilderness…. Ninety percent of our transport was horse-drawn. What were we supposed to use for feed? We had neither hay nor oats. Often, while we slept, the horses would gnaw away the shafts of their wagons. Or they would simply die of hunger. When he discovered a horse dead, the man in charge would weep, because he could be court-martialled [on suspicion of killing it to eat]. Headquarters and hospitals were supplied with big tents with felt floors, but we slept outdoors, around fires. Often men slept too close, and burned their felt boots. The only way to get new ones was off a dead soldier.

Red Army tactics also remained rudimentary. German soldiers were amazed to see Russian infantry advancing across open ground in line abreast, shouting loud “hurrahs”—which, one German veteran observed, “told us where to shoot.” Nor did the 2nd Shock Army coordinate with the 54th, pushing toward it from the north: one side’s attacks tended to peter out as the other’s started.

To reanimate the advance, in mid-February Stalin sent Marshal Kliment Voroshilov, the incompetent crony who had carried out the army purges of the 1930s and bungled the previous autumn’s defense of Leningrad. With him, to take over as Meretskov’s new deputy, came a tall, bespectacled, 42-year-old professional soldier—Andrei Vlasov.

Newly decorated for having extricated an army from encirclement at Kiev, Vlasov was at this point to all appearances the model of a successful Soviet general. War reporter Ilya Ehrenburg, who interviewed him shortly before his posting to the 2nd Shock Army, found him charismatic and popular with his men, noting that he addressed them in vivid, colloquial language rather than the usual Soviet jargon.

One of 13 children in a peasant family, Vlasov joined the Red Army at 19 and rose quickly through the ranks during the Russian Civil War. Afterward he stayed in the army, won a series of promotions, and at 30 joined the Communist Party. The most unusual item in his CV—proof that his superiors considered him politically reliable—was two years in Manchuria, advising Chiang Kai-shek in his war against the Japanese.

But Vlasov’s run of luck was coming to an end. In mid-March, having been refused reinforcements, Meretskov asked Stavka for permission to pull back the 2nd Shock Army before it bogged down in the spring thaw. Stalin equivocated, again sending Voroshilov to assess the situation. The delay was fatal: Hitler had already ordered the 18th Army to activate Operation Predator, designed to cut off the 2nd Shock Army. “The führer,” his chief of staff, Franz Halder, wrote in his diary,“specifies air preparation beginning several days before the opening of the offensive (heaviest bombs against camps in the forest). After the elimination of the Volkhov salient, no blood is to be wasted on reducing the enemy in the marshes; he can be left to starve to death.”

In five days of fierce fighting, the 18th Army, aided by troops of the Spanish Blue Division (sent to the Eastern Front by the ostensibly neutral Spanish dictator Francisco Franco), severed both supply roads connecting the 2nd Shock Army with the rest of the Volkhov Front. On March 27 the Russians managed to reopen the bottleneck, clearing a passage two to three miles wide near Myasnoi Bor. But the connection remained fragile and intermittent, crossable—if at all—only at night and only on foot.


APRIL BROUGHT THE SPRING THAW—in Russian the rasputitsa, the notorious “time without roads.” Operations on both sides came to a halt as frozen bogs turned into lakes and patches of high ground became islands. Quartered in an abandoned monastery on the western bank of the Volkhov, a German reconnaissance officer (and keen bird watcher) watched the landscape change:

Reed beds, wide bodies of water between stretches of yellowed grass, black moorland and the sparse remains of snow. Over it all a high spring sky with lamb’s-wool clouds; a sea of jubilant lark-song and lapwings’ cries. In the marshy forest to the right, goldfinches in every bush…. The men sit in front of their bunkers with their shirts off, their torsos pale…. They are whistling and singing. The cheerful noise must carry to the Russians, but I am not going to forbid it.

Other Germans were less lyrical, erecting signs outside flooded dugouts that read “Kein Trinkwasser” (“Not Drinking Water”) and “Hier beginnt der Arsch der Welt” (literally “Here Begins the Ass of the World”).

For the trapped 2nd Shock Army, spring brought only new miseries. The corridor connecting it to the rear became impassable, halting evacuation of the wounded and delivery of supplies. Horses died and were eaten; troops had to carry artillery shells by hand, wading up to their waists or jumping from tussock to tussock like rabbits. Painfully built “corduroy roads” of tree trunks laid side by side sank into the mud.

Angry at the army’s helplessness, Stalin recalled Meretskov on April 21. He handed command of the Volkhov Front to Mikhail Khozin, a protégé of Marshal Georgi Zhukov and commander of the neighboring Leningrad Front. At the same time, Vlasov flew into the Myasnoi Bor pocket to replace Klykov as the 2nd Shock Army’s commander. “Wolfish” and “not talkative,” according to his new subordinates, Vlasov was no longer the flamboyant officer of two months before. In Moscow, Meretskov visited Stavka to make a final plea for reinforcements, declaring, in Stalin’s presence, that the 2nd Shock Army’s position was critical and that “if nothing is done, catastrophe is inevitable.”

Khozin, who had avowed that he would “completely destroy the enemy” by the end of the month, came to the same conclusion. On May 12, aware that the Germans were employing two new infantry divisions to close the Myasnoi Bor bottleneck, Khozin submitted a withdrawal plan. The 2nd Shock Army would stage a retreat southeastward, then break out to join the rest of the Volkhov Front. Stavka took four days to approve the plan, by which time it was too late. The army had already begun to disintegrate. “The enemy would first surround a unit,” I. I. Kalabin remembered,

wait for it to weaken for lack of supplies and then start pounding. We were completely helpless, since we had no ammunition, no fuel, no bread, no tobacco, not even salt. Worst of all was having no medical help. No medicines, no bandages. You want to help the wounded, but how? All our underwear has gone for bandages long ago; all we have left is moss and cotton wool. The field hospitals are overflowing, and the few medical staff in despair. Many hundreds of non-walking wounded simply lie under bushes. Around them mosquitoes and flies buzz like bees in a hive. Come near and the whole swarm comes after you, envelops you, gets into your mouth, eyes, ears—unbearable…. Nothing new about lice, but in such quantities…. The grey devils eat us alive, with gusto, completely covering our clothes and bodies. You don’t even try to squash them; all you can do is shake them off onto the ground….

Our main misfortune, though, was hunger. Oppressive, never-ending hunger. Wherever you went, whatever you were doing, the thought of food never left you…. Our food supply now depended on air deliveries by U-2 [a small utility biplane, better known as a Po-2]. Each could carry five or six sacks of dried bread. But there were thousands of us. How could there possibly be enough for everyone?… Otherwise you’re on your own, you have to eat what you can find—bark, grass, leaves, harnesses.

Even so, through May substantial numbers of troops escaped the pocket. On the 16th, one cavalry corps, three rifle divisions, and four rifle and tank brigades reached Russian lines. At the month’s end, they were followed by another rifle division and an artillery regiment, together with many sick and wounded, and heavy equipment. Desertions also increased, with about 1,000 men voluntarily surrendering on May 21, according to German records, and another 1,000 the following day.

As they gave up ground, units followed the Red Army’s usual scorched-earth policy, forcibly requisitioning grain and livestock and torching barns and cottages. Homeless peasants tagged behind the soldiers in a pathetic train. “Our territory wasn’t big enough to support even us,” a political officer remembered,” and suddenly we had all these old women and children on our hands. It was horrendous. The children begged for bread but we had nothing to give them. Sometimes you’d give a child 100, 200 rubles, but there was nothing to buy with it.” A photograph shows women and children lying under trees whose bark is stripped to the height of an up-stretched hand.

Meanwhile, Stalin shuffled his Leningrad generals a second time. Hearing that the Germans had closed the Myasnoi Bor corridor yet again, he promptly relieved Khozin of his command, upbraiding him—in a directive issued at 3 o’clock in the morning of June 8—for failing to withdraw the 2nd Shock Army in a “timely and rapid” manner, for “bureaucratic control methods,” and for “isolating himself from his forces.” Command of the Volkhov Front went back to the vindicated General Kirill Meretskov, who would remain there for the rest of the war.

The change had no effect on the ground. Now confined to a small area of boggy woodland west of Myasnoi Bor, the 2nd Shock Army finally met its end during the relentlessly sunlit nights of June 21–24, attempting suicidal breakouts through a gap in the German lines that was 2.5 miles long but only a few hundred yards wide. Those who could carried rifles; the emaciated and walking wounded, nothing at all.

“No imagination can recreate what happened in that Valley of Death,” a survivor remembered. “A continuous wall of fire, unceasing howling and roaring, a stupefying stench of burned human flesh—and thousands of people rushing into this fiery corridor…. But only the mobile could try to escape. Many were too seriously injured to walk, or collapsed from hunger. All of them still lie there.”

German newsreels announced the army’s complete destruction and the capture of 649 artillery pieces, 171 armored cars, and 32,000 prisoners. Since the launch of the offensive over the Volkhov River in January, 149,838 Soviet soldiers had been killed in battle, captured, or had gone missing, and another 253,280 had been wounded or died in military hospitals, a casualty rate of almost three in four. Of the 2nd Shock Army’s 100,000 men, more than 66,000 had been killed or captured, or were missing.


AMONG THOSE WHO FAILED to make it out was General Vlasov, who ceased all radio communication with headquarters on June 21. According to a staff officer picked up by partisans and flown out of the pocket for interrogation, Vlasov at first attempted—along with about 50 others—to break through German lines on the Polist River, at the entrance to the “Valley of Death.” Exhausted and hungry, the group tried but failed to capture a German supply truck.“In a trance,”Vlasov ordered the men to break up into small groups and go their own ways. He wandered off into the woods with his mistress, the headquarters cook.

How and where Vlasov spent the next two weeks is unclear. On July 11 he walked into a village, where—perhaps voluntarily, perhaps having been informed upon by local peasants—he was picked up by a German patrol and flown to a camp in central Ukraine for high-ranking Soviet prisoners. There, with no apparent warning, Vlasov turned traitor. He wrote a letter to the German authorities in which he argued that many Soviet citizens were privately anti-Bolshevik, and that if Germany behaved more kindly toward Russian POWs and civilians in occupied territory, it could recruit an army, led by him, to overthrow Stalin.

What triggered this spectacular U-turn? On one level, Vlasov was betraying the ideology he had fought for his entire adult life. On another, it is not surprising that he should have wished for Stalin’s defeat. Like millions of others, he had seen friends and colleagues unjustly imprisoned or executed in Stalin’s purges. Private diaries show that a significant minority of Russians felt—at least initially—that German victory might be a price worth paying for a new, less murderous regime. Critics say Vlasov was simply an opportunist, seeking power and status under German rule. Defenders paint him as naive, hopeful that he could improve conditions for civilians and POWs and spark more defections from within the senior ranks of the Red Army. Undoubtedly he was embittered by Stalin’s refusal to either reinforce the 2nd Shock Army or let it retreat, and he must have feared being scapegoated for its collapse.

Whatever Vlasov’s motivation, his plan, in the Nazis’ hands, was doomed. The Nazis exploited him for propaganda purposes, touring him around the occupied territories and putting his name on airdropped leaflets inciting Red Army soldiers to surrender. But he never met Hitler, and was only given command of two understrength POW-based divisions in January 1945.

Four months later, Vlasov’s fledgling Russian Liberation Army was caught in the chaos of the Prague uprising as Czech partisans rose up to liberate the city from the Germans. With the Red Army quickly approaching,Vlasov briefly allowed his forces to fight with the Czech resistance before retreating westward in an attempt to surrender to the Americans. During the negotiations his escort ran into a Soviet column; he was arrested and flown to Moscow. In July 1946 he was tried for treason and hanged.


AFTER THE WAR, the 2nd Shock Army shared in Vlasov’s disgrace. It went virtually unmentioned in official war histories; its dead were left unburied, no memorials were erected or medals issued, and the widows of its fallen were denied military pensions. Veterans of the army were forced to treat their service as a shameful secret. Those who did talk risked losing their jobs and ostracism by friends and neighbors. Rehabilitation did not begin until the late 1980s, when Mikhail Gorbachev’s glasnost policy relaxed censorship.

Who were the real betrayers in this story? The 2nd Shock Army, trapped and starving? Vlasov, for siding with Hitler? Stalin, for refusing to let the 2nd Shock Army withdraw, then abandoning it? One clue comes from among the rusted weapons and equipment still being gathered from the woods behind Myasnoi Bor. Found at the site of Vlasov’s last headquarters, it is a print matrix—lead type, still held tight within a rectangular wooden frame—for the army’s daily one-page newspaper. Dated June 24, the day on which the army’s remnants rushed the Valley of Death for the last time, the headlines read,“The enemy will not break our resistance,” and “Our victory is near.” Brave words, but symptomatic of the state of denial that led to so many Soviet disasters early in the war. Stalin persisted in doomed and wasteful operations. His generals (with very few exceptions) were too terrified to stand up to him. Men on the ground—like those of the 2nd Shock Army—paid the price.


Originally published in the October 2012 issue of World War II. To subscribe, click here.