13th-14th July
It seemed that Kluge was suprised by the sheer amount of Soviet troops involved in the Battle of Kowel. With the sheer weight of the Soviet 2nd Mechanized Army pressing down on mere three panzer divisions, Kluge was caught offguard. The German casualities were horrendous - a thousand Wehrmacht troops of Kluge's formation lay dead after a brief but fierce night battle. The three german tank divisions had also taken terrible material losses, and each division was now at 75% of their strength on the 22nd of June.
With the twelve divisions of the 8th Army finishing their reorganization, Southern Ukraine was absolutely filled with Soviet troops. As the war had been raging for nearly three weeks, not a single decisive breakthrough from the Wehrmacht had been accomplished, in stark contrast with the quick Fall of France a year earlier. If anything, despite the slow retreat and loss of territory, the red Army was starting to feel itself in control of the course of the war. Stavka could take further liberties due to the fact that the Soviet 7th Army of the Leningrad Front would be fit for duty in Riga in under a week's time. As a good example of Soviet boldness, a Fighter Fleet that had crossed into German-controlled Poland, utterly ripped to pieces a full German Luftflotte of Ju-87s and support aircraft. Deciding to push their luck, a final assault was ordered in Romania to take the capitol Bukarest.
At 7 o'clock, the Romanian 1st Division was crashed into by the Soviet 210th and 81st divisions, and was swept away in a matter of hours. Of course, the 1st Division was already exhausted from earlier battles and was starting to run low on ammunition, so it was the 26th Division on which the Romanian hopes lay. But they could not fend off the mobile Soviet troops, and by the dawn of the 14th, there was no more organized resistance within Bukarest. The dusk was still in the air however, as the Soviets frantically searched for the Romanian cabinet inside Bukarest, hoping that their search would not get interrupted by a Romanian counterattack.
At the same time in Siauliau, von Salmuth's troops were getting brutally pounded by Konev's 1st Mechanized. Again the Soviets would learn of supply shortages amidst the German units, showing how intense the combat during the past few weeks had indeed been. The German 10th Motorized Division took very heavy casualities, losing about 10% of their personel in the fighting. However, the decisive factor in the speedy purging of Siauliau was the Soviet Air Force, as the First Bomber and Second CAS Fleets would continuously attack German supply lines and communications. Von Salmuth's three divisions fled the area during the night, covered by a late reinforcement of two Axis divisions, allowing the Soviet troops to reorganize from their offensive.
Perhaps the biggest shock of the 13th of July was discovering the true nature of the German Panzergruppe trying to cross the Bug in Southern Ukraine. At dusk, four Wehrmacht Panzer divisions (the 12th, 5th, 7th, 8th) moved in to hold the bridgehead against Zhukov's offensive, putting the total count of German tank divisions in the area to ten, equal to the amount of tank divisions in Zhukov's Mechanized Army. All divisions except the 12th were heavily damaged from earlier attempts to cross the river, but the Soviet intelligence gave Stavka an interesting tidbit of information - the leader of the German Panzers defending the Bug was Feldmarschall Alexander von Falkenhausen, perhaps the man in the Wehrmacht with most experience of mdoern combat. Falkenhausen had earlier conducted the succesful attack on the Maginot line and beyond, and also led a German Army into Poland, but his real threat came from his time in China. While commanding troops of the KMT in the Sino-Japanese war in epic battles like the monthlong struggle over Changzhi, he fought alongside the Soviet troops in help of China, gaining valuable insight into the combat performance of Soviet technology.
At midnight of the 14th of July, the Wehrmacht startled the Soviets even further - von Falkenhausen was reinforce by two Panzer and three motorized divisions, all fresh and ready to fight. Zhukov, after a heated debate with Stavka (which was missing Meretskov, who was eagerly awaiting the result of the Romanian offensive) was authorized to call up the twelve divisions of the 8th Army to support. Kowel would, once more, become a huge battlefield of utmost importance - defeating the Germans here would give the Panzergruppe a defeat it would take weeks to recover from - precious, precious weeks. By early dawn, the struggle had excalated into the biggest battle of the war so far.
The German defenders were reinforced by a Romanian cavalry division, further highlighting the need to knock Romania out of the war. The 1st and 2nd Panzer Divisions also came back for more, despite their earlier defeats. Recognizing the magnitude of the battle, Stavka ordered the half-complete Third CAS Fleet to start provifing aerial assistance immediately, yet they would take hours to arrive. In the meanwhile, the three divisions equipped with T-34s (18th, 20th and 21st Tank Divisions) formed a spearhead that attempted to reach the Bug itself. This was fierce armoured battle, the largest seen in the world so far, and the T-34 showed itself as a fearsome weapon in the most critical position and phase of the engagement.
At the town of Ljuboml, about 20 kilometres from the Bug, the Soviet 18th Tank Division clashed with the defending 12th Panzerdivision, which was forced on a slow, but organized retreat. Northwards, the Soviet 21st and 20th Tank divisions tried their strength against the German 6th Panzerdivision and the Romanian 7th Cavalry division. Predictably, the light cavalry cracked and fled towards the Bug, resulting in a dangerous breakthrough for the Soviet T-34s to exploit.
While attempting to destroy the battered Romanian 7th Cavalry, Lt. General Katkov's 20th Tank Division was suddenly greeted by three hungarian infantry divisions. Reinforcements were finally pouring in for the Axis, and now it seemed that the battle was about how long could the Red Army destroy Wehrmacht heavy equipment before the Wehrmacht could respond. By 15 o'clock, the Soviets had pulled back into a relatively even frontline, to engage the enemy in a gigantic battle of attrition.
But all of this became suddely unimportant, as Stavka were radioed an hour later - the Soviets had found the Romanian cabinet, including the young king Mihai I himself. Bukarest was completely occupied - Romania had fallen.