From: Utlima Thule
Turns 49-51: 21 May – 10 June 1942
The end of May left both armies locked into the spring muds. However, the Soviet high command continued to argue about the appropriate Soviet response once combat operations were possible again.
Many, including Zhukov, argued that the Germans were still very powerful and that the Red Army had to stand on the defensive in order to exhaust their last reserves. Others, looking at the winter battles suggested this was defeatist, over-estimating the Germans, and that the Red Army should look to drive the invaders out of Russia in the coming months.
Briefly, Stalin dismissed Zhukov and sent trusted confidants to various fronts in an attempt to arrange localised attacks.
VVS reports suggested that the German reconnaissance efforts were concentrated on the Crimea and at Smolensk. In turn the Soviets detected major build ups at Smolensk and in the Poltava-Dnepropetrovsk sectors. It did not appear as if the Germans had altered their operational plans in recent weeks.
Early June brought a change in the weather and the ground hardened. Reports came into Front commands of vehicle movements on two sectors, south of Poltava and at Smolensk. Southern and Kalinin Fronts hastily prepared for a major offensive and elsewhere final adjustments were made to the Soviet defensive lines
The larger German attack fell on Southern Front deployed to the south of Poltava with its reserves resting on the river Orel to protect the northern flank of the Dnepropetrovsk defences.
The opening attack was a massive infantry attack that struck Boldin's 19 Army. Despite committing his local reserves, the sheer number of German troops broke open the Soviet defensive position.
With the front broken, the Germans then committed their tanks and elements of 14 Panzer Corps swept aside the units falling back from the opening battle. By the 6 June, 19 Army had been driven back 30 miles and most of its rifle divisions were exhausted from the sustained and brutal fighting.
However, they had fought hard and inflicted losses in both men and tanks and time on the Panzers. The Germans then committed their 3 Panzer Corps and although this made some gains it quickly became caught up in the Soviet secondary defensive lines.
49 Army's 213 Rifle Division played a pivotal role as over several days it held off 3rd Panzer Corps only falling back on the 7 June and allowing the Soviets time to bring up their reserves.
(Soviet machine gun crew from 213 Rifle Division)
(positions at the end of the German offensive)
The Soviet counterattack was brutally effective. Stavka released Crimean Front's 37 Army to help eliminate the southern wing of the German attack. Their attack was led by a massive sequence of sturmovik raids and 14 Panzer was quickly driven back from its recent hard won gains.
To the north, Kreizer's 9 Army led the counterattack. This time 3 Panzer was forced to abandon recent gains.
By the 10 June the German's were left with a narrow corridor on the north bank of the Orel and 2 complete Panzer Corps had been driven back by the Soviet counter offensive.
A similar pattern of attach and counterblow occurred at Smolensk. However, here the Germans faced the far more formidable defences of the Kalinin Front which limited their breakthrough.
(again shows the position at the end of the German offensive)
Their initial attack at Kaspla Moschina was a massive blow supported by over 100 Ju-87s and involving infantry from 50 Corps and armour from 39 and 47 Panzer Corps. In fierce air battles the VVS took heavy losses but also managed to disrupt the German air attacks and in turn Sturmoviks were able to hit some of the German columns.
(Il-2s in action near Smolensk)
However, the impact of almost 150,000 men, 1600 guns and nearly 1,000 tanks was too much for the Soviet defenders.
With the Soviet front broken, the Germans tried to exploit but faced fierce resistance as they ground their way through multiple defensive lines. Failure to capture Yartsevo meant they were unable to exploit any deeper into the Soviet defenses.
Koniev's counterstroke was delivered with power. 32 Army struck 3 Panzer and SS Divisions from 47 and 39 Corps. Again, the war in the air was as fierce as the ground fighting as the VVS took heavy losses but managed to protect the Soviet bombers that disrupted the already over-extended Germans.
By the 8 June, the Germans were falling back to their start lines, leaving 129 tanks burning on the battlefield.
(German armour destroyed in the Soviet counterattack)
Having driven the main attack back, 32 Army then struck at the German flanks. In another round of fierce fighting and heavy losses for both sides, the German 14 Motorised Division was driven back from the outskirts of Smolensk.
The victories of the opening week blinded some in the Stavka to the threat the Germans still posed. Soviet intelligence had detected a major build up in the northern Ukraine and to the south of Zaporozhye.
It was assumed that this fitted with the overall assessment that the German target was Stalino-Kharkov.
For an sequence of attack and counterattack on such a limited portion of the front, losses were horrendous for both sides.
The Germans lost 19,000 men (7,000 killed), 440 afvs and 55 planes, Soviet losses were 38,000 men (20,000 killed), 62 tanks and 183 planes .
 – I think the problem is that this is one of those stages where the VVS is briefly behind in technology (the LaGG-3 just can't cope with the Bf109) and in numbers. All you can do is to contest the skies, take losses and gradually modernise.
The problem was they had sent Mekhlis as the Stavka representative. The defences around the sea of Azov were complicated. The front line in the Crimea was held by Crimean Front's Coastal Army, but the reserve had been weakened over the winter and now reported to the Southern Urals Military District. To make it more complex, the formations defending the Molochina line on the Ukrainian shore were freshly raised and reported to the Volga MD.
In theory Mekhlis was meant to ensure that messages were passed between the various commanders, the reality is all he did was to meddle and weaken both the defensive posture of Coastal Army and ensure the reserve formations were in no position to respond if the Germans attacked.
(apols that is rather long, but a lot happened, and we both made some mistakes that will have longer term consequences)