offensive in southern Russia. He retained formal command, at least until given control of Luftflotte 4, but Wolfgang von Wild took over air operations over Sevastopol. The primary objective for the 22nd Infantry Division on 13 June was Fort Stalin, blocking the advance to Severnaya Bay. It was a tough position. The fortifications allowed the Soviet forces to concentrate artillery against breakthroughs and machine gun posts protected the fort from southern and eastern attacks, but it was vulnerable from a northern assault. In addition, only 200 men from the 345th Rifle Division were stationed there. The Germans launched their assault on the position at 03:00 on 13 June with just 813 men. The 3rd Battalion was assigned to suppress Soviet machine gun and mortar positions located on the southeast as a diversion. The 1st Battalion, supported by five StuG assault guns, two 37mm guns and an Engineer Company, were to serve as the main effort. Some 200 and 110 men were committed respectively in each unit. German bombardment began on 12 June. Artillery fire from 'Dora' had failed to neutralise the fort. Nevertheless, a combined arms attack from eleven 420 mm mortars and dive-bombing by Ju 87s of StG 77 knocked out the fort's main armament (three of the four 76.2 mm guns). At 19:00 the 22nd divisional artillery began shelling the fort and its smaller supporting fortress, Volga, located to Stalin's rear, with 210, 280 and 305 mm weapons. At 03:00 the German infantry attacked. The fog of war intervened. The Soviet mortar teams were not suppressed, and a fierce battle developed which lasted until 05:30. The Germans, with the support of five assault guns and a few 37 mm weapons, silenced the fort, bunker by bunker. In the heavy fighting a large number of company commanders were killed. As the Germans seized this vital fort, the neighbouring Volga fort realised it had fallen and shelled the position. A company-sized counterattack by the Soviet forces was wiped out by German small arms fire. The Germans declared the position secured at 07:00, though some bunkers held out until 15:00. German casualties amounted to 32 dead, 126 wounded and two missing – half of the force committed. Soviet casualties amounted to 20 captured, the remainder were killed. With only 91 men left near the fort, Petrov did not order a recovery attempt – a grave mistake. The fall of Fort Stalin