The Soviets were expecting that the main German summer offensive would be against Moscow. Instead the Germans planned a Southern offensive whose goal was to secure the oil field in the Baku region. On June 28, 1942 the Germans launched their Southern offensive. The city of Voronezh was captured on July 5th. By the end of July the German had crossed the Don.

The German faced major opposition west of Kalach which they eventually overcame. By July it had become clear that the German were headed for Stalingrad . Lieutenant General Vasily Chuikov was placed in command of the defenders. The battle for Stalingrad began to the North of the city where the Soviets sent hundred of thousands of troops. The Germans defeated them and the Soviets lost 200,000 troops but the German were delayed.

By the first of August the German began a massive air assault on the city. Meanwhile the Soviets rushed as many troops as they could to the city. The German however had control of the skies thus making all resupply efforts costly. The Soviets tried to counter attack but that failed and by the September 12th the German had broken through the outer defensives and were ready to assault the city. The Germans tried to quickly capture the city, but the Soviets were stronger than they thought and fought bitterly. The Germans had developed a military strategy that combined air, artillery and ground assault, this could not work when the Soviets fought for every floor of every building. Slowly the German assault was ground to a halt.