Sebastian Marshall
Dec 15, 2017 · 20 min read


29 July 1941
Moscow, Russia

The Nazis had launched Operation Barbarossa five weeks beforehand, on 22 June 1941, catching the Soviets by surprise.

Nazi forces had attacked along three lines: Northwest to invade the Baltics, Central/Western to drive on Moscow, and Southwest to capture Ukrainian natural resources.

(These directions are said from the Russian point of view; they’re reversed to the traditional Western reader — we refer to the battle as the “Eastern Front”; obviously, the fight was to the west of Moscow from the Russian perspective.)

The Nazis achieved a high degree of surprise and overran most of the Soviet lines in the opening of the battle. With setbacks and collapses all along the lines, the Russian “Stavka” — the Supreme Command — meets to discuss war plans.

Soviet Marshal Zhukov recorded the meeting in his memoirs; he’s the initial speaker –

““The Central Front is the weakest and most dangerous place in our defences. Our 13th and 21st armies covering the Unecha and the Gomel sectors are numerically and technically weak. The Germans may take advantage of this weak spot and attack the flank and the rear of the South-Western Front’s troops holding the Kiev area.”

“What do you suggest?” Stalin became tense.

“To begin with we should strengthen the Central Front transferring at least three armies reinforced with artillery there. One army may be obtained from the Western Direction, another from the South-Western Front, and the third from the Supreme Command reserve. An experienced and energetic commander should be put at the head of the Front. Specifically I suggest Vatutin.”

“Do you mean to say that it’s possible to weaken the Moscow sector?”

“No, I don’t. But in our opinion the enemy will not move forward here yet, and in 12 to 15 days we can bring up not less than eight completely combatworthy divisions from the Far East, including one tank division. Such a force would not weaken but would strengthen the Moscow sector.

“And we’ll give the Soviet Far East up to the Japanese?” Mekhils made a caustic remark.

I did not answer and went on:

“The South-Western Front should be withdrawn right away behond the Dnieper completely. Reserves of not less than five reinforced divisions should be deployed behind the junction between the Central and the South-Western Fronts. They will be our shock force and operate according to the situation.”

“What about Kiev?” said Stalin looking me straight in the eyes.

I realized what the words “to surrender Kiev” meant for all Soviet people and for Stalin, of course. But I could not be carried away by emotion, and as Chief of the General Staff I had to suggest the only possible and correct strategic decision in the existing situation as the General Staff and I personally saw it.

“We shall have to leave Kiev,” I said firmly.

An oppressive silence set in… I considered the report trying to remain calm.

“A counterblow should immediately be organized on the western sector with the aim of eliminating the Yelnya Salient in the enemy front. The Nazis may later use the Yelnya bulge as a springboard for an offensive on Moscow.”

“What counterblows? It’s nonsense!” Stalin flew into a rage and suddenly asked in a high voice:

“How could you hit upon the idea of surrendering Kiev to the enemy?”

I was unable to restrain myself and retorted:

“If you think that as Chief of General Staff I’m only capable of talking nonsense, I’ve got nothing more to do here. I request to be relieved of the duties of Chief of General Staff and sent to the front. Apparently I’ll be of better use to my country there.”

An oppressive pause set in again.

“No need to get excited,” remarked Stalin. “However… If that’s how you put it, we’ll be able to do without you…”

“I’m a military man and ready to carry out any orders, but I have a firm idea of the situation and ways of waging the war, believe that my idea is correct and have reported as I think myself and as does the General Staff.”

Stalin no longer interrupted me but listened to me now without anger and remarked in a calmer tone:

“Go and do your work, we’ll send for you.”

Collecting the maps I went out of the office with a heavy heart. I was invited to the Supreme Commander-in-Chief [Stalin] in about half an hour.

“You know what,” Stalin said, “we’ve sought each other’s advice and decided to relieve you of the duties of Chief of the General Staff…

— Georgy Zhukov, The Authobiography of Soviet Marshal Georgy Zhukov, 1965



Attempts to install operations can fail in many ways. Four common ones —

1. Operations that aren’t built on strength usually fail.

2. Operations that don’t acknowledge and mitigate critical weaknesses fail.

3. A lack of perception and understanding of one’s current balance of strengths and weaknesses can lead to failed attempts to build operations.

4. And finally, it’s often possible to “platonically” design operations that should work, but which do not work. This can happen when a set of ops make logical sense and look good on paper, but then fail to translate into the real world — often due to human irrationality or failure to navigate conditions perceived as unfair or ridiculous, but which are in fact relevant.

Last issue, we were introduced to the first-large scale military success of Soviet Marshal Georgy Zhukov’s career, when he won the decisive Battle of Khalkin Gol against Imperial Japan in the Undeclared Soviet-Japanese Border War.

Zhukov would go on to be one of the key architects of the repulsion of the Nazi Invasion of the Soviet Union and the defeat of Nazi Germany in World War II.

This provides an excellent lens for learning both history and operations — first, because the Russians were incredibly outgunned at the start of the Nazi Invasion; second, because Zhukov had to navigate Stalin’s often erratic and paranoid personality throughout the course of the war.

While doing his part to hold the Soviet defense together and turn the tide of World War II, Zhukov faced one of the most dangerous and intractable situations across all of history — meanwhile, he had to navigate a whole host of seeming irrationalities in the senior leadership structure of the Soviet Union.

Much can be learned from this.



On 22 June 1941, over 3 million German soldiers invaded the Baltic States, Ukraine, and Russia.

A variety of intelligence reports had reached Stalin and the Soviet high command about the possibility of an invasion, but Stalin had dismissed these as potential provocations — in 1941, the Soviets were not at all ready to fight a large-scale war and Stalin desperately wanted there to be no fight.

From October 1940, Stalin had purged the majority of senior military commanders in the Red Army and the military readiness was, in general, very low.

As such, initially the Nazis overran much of the Soviet lines and caused much destruction.

Zhukov –

“The first, extremely grim two-and-a-half months of the war had passed. Our losses were very heavy. The air force of the frontier districts lost nearly 1,200 aircraft in the first day of the war. Supported by numerous aircraft, enemy armoured and motorized formations to move forward driving wedges between our troops, attacking groups from the flanks, destroying communications hubs and lines. Many thousands of Soviet soldiers and civilians were killed…”

“All this developed in the extremely unfavourable conditions which emerged for us at the beginning of the war. The enemy had much more combat experience since he had already been fighting for a long period. The initiative was also in his hands. The enemy exceeded us in the number of troops and military equipment in the main directions, since he had been preparing for war for a long time and had rapidly modernized and mechanized the army of aggression for a number of years. The economy and resources were also much more powerful, because the enemy had almost the entire military potential of Europe in his hands.”



In planning the invasion, Hitler had presented victory over the Soviet Union as inevitable — and predicted it would be very quick. His famous statement of suicidal hubris is now quoted widely –

“We only have to kick in the door and the whole rotten structure will come crashing down.”

Obviously, it did not turn out like that. But it’s worth slowing down and considering the strengths and weaknesses of both the Nazis and Soviets at the outset of the war.

The Germans had advantages in speed, communications, technology, training, initiative, and — early in the invasion — morale.

German commandos moved quickly behind Russian lines at the start of the invasion, cutting off communications on the front lines with Moscow. Soviet officers were unable to coordinate successfully with each other.

Additionally, the Germans had more trained soldiers under arms at the start of the war and typically had local advantages in troop strength and heavy weaponry, as well as air supremacy.

The Germans only had a few major weaknesses at the start of the invasion — first and most well-known in the West is their ideology. Their views on racial supremacy had caused them to seriously underestimate the Soviets, and as a byproduct, the atrocities they caused led to widescale uprising and partisan units operating behind the Nazi lines throughout the war.

The second weakness flowed from the first — they believed the war would be a quick one, and were going to be unable to sustain long-term operations. Many German soldiers did not pack winter clothing, and they did not adequately secure supply lines for food and ammunition in the case of the war taking longer than an initial blitzkrieg phase.



At the start of the war, Soviet forces had the mirrored disadvantages of the Nazis — worse communications, technology, training, lack of initiative, lower speed, and local disadvantages in troop strength, heavy weaponry, and aerial operations. Caught by surprise by the Nazi Invasion, the initial Soviet morale was lower than the German invading force.

As already mentioned, there was a serious deficit in experienced senior military leadership in the Soviet Union — Stalin’s purges had eliminated three out of the five Soviet marshals, 13 out of 15 army commanders, eight of nine admirals, 50 out of 57 army corps commanders, 154 out of 186 division commanders, 16 out of 16 army commisars, and 25 of 28 army corps commisars had been purged, many of them executed.

Remember, of course, that the Normandy Invasion to re-open the Western Front would only happen three years later in June 1944. At the start of the invasion, the Russians were on their own and incredibly outgunned.

The Soviets, by my reckoning, only had two major advantages at the start of the war. The first is that the population of Nazi Germany was around 80 million, while the population of the Soviet Union was around 170 million.

The second is that they had a broad “defender’s advantage” — knowing the terrain, fighting for their homeland, shorter supply lines, and support from the local population.



For operations to succeed, they have to build on strength and mitigate critical weaknesses. There’s infinite possible configurations of ops in the world, but the effective configurations tend to be those that take full advantage of our strengths and mitigate or eliminate weaknesses.

Right away, when looking at the balance of Soviet and Nazi strengths and weaknesses at the start of the war, certain patterns of actions are suggested.

The Nazis were gearing for a short campaign, were prepared for a short campaign, and had the advantage in a short campaign.

The Soviets, then, needed to delay the Nazi advances at every step possible and turn it into a long campaign.

The Nazis had the advantages in troops, heavy weaponry, and aircraft.

The Soviets, then, would need to mitigate or eliminate those weaknesses by increasing their troop strength, taking Nazi and Axis-allied troops out of the equation, increasing their stores of heavy weaponry, and increasing their air potential — or at least, getting anti-aircraft guns online to mitigate their weakness in the air.

I believe that the Nazis had higher morale at the start of the invasion — and Zhukov almost concurs with that; Zhukov notes that they believed they were invincible and fought with determination. Significant reversals, even in local victories, would reduce Nazi morale and increase Soviet morale.

Nazi combat readiness and training were superior to Soviet combat readiness and training at the start of the invasion; over time, the Soviets would need to increase their combat training and readiness while decreasing the Nazi readiness to the extent possible.

The broad sketches of a plan come together quickly, then — slow the Nazi invasion to the fullest extent possible, prioritize and expedite production of war materials, neutralize Nazi advantages in manpower and weaponry and air power over time, and win enough local victories to tilt morale and keep the Soviet forces in the battle.

This presented a whole host of challenges to the Soviet high command — most importantly, no troops should retreat while abandoning their weaponry, which would both increase Nazi speed in overrunning areas while further exacerbating differences in weaponry and readiness. Zhukov —

“History knows quite a few instances when troops rapidly lost their ability to resist and, abandoning excellent weapons, simply fled. No one can draw a clear line between the role played by weapons, military hardware, and the morale of the troops. But there is no doubt that, other conditions being equal, the greatest battles and whole wars were won by the troops showing an iron will for victory, awareness of purpose, tenacity and loyalty to the colours under which they fought.”



When Georgy Zhukov’s autobiographical memoir was published in 1965 in the Soviet Union, it was heavily censored. Many comments on errors and blunders early in the war were omitted, and a full uncensored copy didn’t become available until the 1990’s.

I found it incredibly valuable to study Zhukov’s point of view and description of the conduct of the war. He understood almost everything happening in the war in his roles as Chief of General Staff in 1941, Front Commander after being relieved as Chief, and later Deputy Supreme Commander after he’d proven his ability to win battles and campaigns.

When you read his memoirs, you realize that he didn’t need to simply solve military problems — he also had to navigate a very difficult and potentially treacherous political structure.

This is instructive to learn, because so often, we can design operations that should work, but which fail due to a variety of irrationalities and human factors.

The political side of the Soviet command in World War II was certainly a dangerous environment to work in. The Soviet commanders who survived the initial German assault were mostly recalled to Moscow and executed as scapegoats for the failure on the Western front.

Likewise, any commander who defied Stalin too often was liable to be demoted, and potentially arrested and executed — even if they were proved correct in their military assessments.

Consider Zhukov’s demotion from Chief of the General Staff —

““A counterblow should immediately be organized on the western sector with the aim of eliminating the Yelnya Salient in the enemy front. The Nazis may later use the Yelnya bulge as a springboard for an offensive on Moscow.”

“What counterblows? It’s nonsense!” Stalin flew into a rage and suddenly asked in a high voice:

“How could you hit upon the idea of surrendering Kiev to the enemy?”

I was unable to restrain myself and retorted:

“If you think that as Chief of General Staff I’m only capable of talking nonsense, I’ve got nothing more to do here. I request to be relieved of the duties of Chief of General Staff and sent to the front. Apparently I’ll be of better use to my country there.”

An oppressive pause set in again.

“No need to get excited,” remarked Stalin. “However… If that’s how you put it, we’ll be able to do without you…””

Consider the bolded part carefully.

It’s subtle, but I believe Zhukov’s willingness to submit his own resignation and offering to be sent to the front might just have saved his life.

He indeed was demoted, but he was assigned work on the front instead of being arrested. He was unable to back down from his assertion that Kiev couldn’t be defended successfully — he proved correct in that — but he was able to navigate Stalin’s personality successfully in getting re-assigned once his high command suggestions were not going to be taken.

Another anecdote from when Zhukov was serving on the Front –

“Stalin got me on the phone.

“Do you know that Dedovsk has been captured?”

“No, Comrade Stalin, I don’t.”

The Supreme Commander [Stalin] was quick to give me a piece of his mind. “A commanding general should know what’s happening on his front. Go to the spot at once, and organize a counterattack personally to recapture Dedovsk.”

I tried to argue: “Leaving Front Headquarters in a situation as tense as this would be rather ill-advised.”

“We’ll manage, don’t worry. Let Sokolovsky stand in for you for the time.”

I hung up and immediately contacted Rokossovsky to ask why we at Front HQ knew nothing about the fact that Dedovsk had been given up. And I learned that the town of Dedovsk had not been captured by the enemy; that it could only have been the village of Dedovo. […]

I decided to call General Headquarters and explain that clearly there had been a mistake. But I was butting my head against a brick wall. Stalin became so angry that he ordered me to go to Rokossovsky at once and arrange for the ill-starred village to be recaptured by all means. […]

Under the circumstances there was no sense in arguing. When I summoned General Govorov and explained his mission, he quite reasonably pointed out that such a trip was not necessary. […] To avoid further discussion I had to tell the General that those were Stalin’s orders. […]

Reporting the situation, General Beloborodov showed us convincingly that recapturing those houses was tactically inexpedient. Unfortunately, I could not tell him that in that particular case I was not guided by tactical considerations. And so I ordered him to send a rifle company with two tanks to dislodge the German squad holding the houses. But let us turn back to serious things.”

Of course, you can see why his memoirs were heavily censored before publication — but you can also see how dangerous the situation was for senior military leaders of the Soviet Union.

While this might seem like just a passing insanity from history, this is in fact quite common — oftentimes, the moods and emotions and politics of a situation derail what a more theoretically “perfect” operational and strategic plan should be.

Part of Zhukov’s genius was his ability to both achieve the needed military operations while navigating Stalin’s personality and the various irrationalities of the situation.



When Zhukov was demoted, he was sent to organize the defense of Leningrad. On the way, he summarized his strategic and operational thoughts in a notebook —

“On September 10, 1941, by decision of the State Defence Committee I was to fly to Leningrad. Before departing I wrote down in my notebook:

“I learned a lot of useful things for command activities of the operational and strategic scale and for understanding different ways of carrying out operations during the organization and successful outcome of the operation to eliminate the Yelnya Salient and the comprehensive and complex work as Chief of General Staff in the first five weeks of the war.

“Now I have a much better idea of what the commander must master in order to successfully carry out the duties placed upon him. It is my profound conviction that in the struggle the winner is the one who has trained troops better in the political and moral respect, who has succeeded in explaining the aims of the war and the aims of the coming operation to the troops more clearly and in raising their combat spirit, who strives for military valour, is not afraid of fighting under unfavourable circumstances and who believes in his subordinates.

“Perhaps the most important condition for success in battle or in an operation is to discover timely weak spots of the enemy troops and command…”

“Observing the course of engagement and troop actions personally, I saw that where our troops did not merely resist but at the first opportunity counterattacked the enemy by day and by night, they were almost always successful, particularly at night. The Germans acted with extreme uncertainty at night, I would even say, badly.

“From the practice of their first operations I concluded that those commanders failed most often who failed to visit the terrain, where the action was to take place, themselves but only studied it on the map and issued written orders. The commanders who are to carry out combat missions must by all means know the terrain and enemy battle formations very well in order to be able to take advantage of weak points in his disposition and direct blows there.”

Much of this is “known best practices” and not surprising — the most interesting and counterintuitive part is the bolded. To be successful in that war, a commander must not be afraid of fighting under unfavourable circumstances.

The Eastern Front eventually became a crushing defeat for Nazi Germany — after the Soviet Union survived the initial invasion, they gradually turned the tables, and then drove on Berlin and captured it.

Yet, even in victory, the Soviets experienced far more casualties than the Axis. Soviet troops killed-in-action were over 7 million; Axis forces only had around 4 million killed-in-action.

Early in the war, the Germans had the advantage in almost every military engagement. But withdrawing without a fight would led the Nazis capture more industry and population centers, and move quickly to take key cities like Leningrad and Moscow.

Zhukov realized early on that the Soviets had to balance two difficult tasks — preserving their military and equipment to the fullest extent possible, while providing resistance and fighting to slow down the Nazi invasion. This meant that commanders would need to counterattack with unfavorable odds against them in a variety of situations, and need to be trained and instructed to do so.



“Neither the heavy casualties nor the continuous, highly tense fighting, could break the spirit of the city’s valorous defenders. Leningraders, soldiers and seamen, preferred to die rather than surrender the city.

It is hard to exaggerate the courage of the workers of Leningrad. They labored with extraordinary dediction, going without food and sleep, under shelling and bombing. […] But despite the barbaric assault of the Nazi troops, the Leningrad workers did not leave their work places. Between July 1941 and the end of the year they produced 713 tanks, 480 armoured vehicles, 58 armoured trains, more than 3,000 regimental and anti-tank guns, nearly 10,000 mortars, over 3 million shells and mines, and more than 80,000 rocket projectiles and bombs. The munitions output increased ten times over in the latter half of 1941 as compared with the first six months of the year.”

Recall that one of the main Nazi advantages was in speed. Nazi troops succeeded when blitzkrieg rapidly took territory over and the defenders fled or surrendered.

Zhukov balanced advocating for partial retreats when the situation was hopeless instead of outright attacking — Stalin seemed to almost always want to attack — but then he advocated carefully prepared heavy surprise counterattacks when the Nazis weren’t expecting them.

Zhukov made a number of small observations that laid the foundation for the conduct of the war —

“Counterattacks by our units showed that Nazi infantry tended to be unsteady. Suffering heavy losses from Soviet artillery fire the German soldiers, as a rule, did not deliver precision fire. They hurried to hide in the trenches and engaged in wild firing hoping to influence the advancing troops psychologically. But they inflicted relatively light losses. Soon our men stopped paying attention to that artificial noise and successfully dealt with the enemy.”

Meanwhile, defending production centers and keeping them producing arms and ammunition was of paramount importance — while the Soviet Union lost a lot of ground successively, they put up the hardest fights and counterattacks around the production centers of Leningrad, Moscow, and Stalingrad.

Nazi troops were very skilled on fast-moving offensives, but were much less skilled at repulsing counterattacks, night raids, and in securing sieges. When an attack stalled out or was counterattacked, the Germans typically chose a new target.

Zhukov noted,

“Differences arose at the Wehrmacht top echelon regarding objectives of further operations and directions where the main attacks were to be launched. Inconsistencies were observed in immediate missions assigned to troops.”

The Soviets took advantage of this.

When Leningrad didn’t fall, the Germans pulled out and aimed an offensive at Moscow. When Moscow didn’t fall, they went on the defensive and then pivoted to attack Stalingrad.

When it came to Stalingrad, Zhukov noted that a lot of the secondary defense of the main German offensive was being taken by lesser-quality Italian, Hungarian, and Romanian troops — he focused his forces on surrounding and capturing those soldiers that protected the Nazi perimeter first, and then surrounding Stalingrad.

After the German army in Stalingrad was completely destroyed, there was one last major Nazi offensive operation — Operational Citadel — but by then, Soviet reconnaissance and strategy had gotten good enough to predict where the attack would happen, and it was a crushing defeat. From then, the Soviet Union took the advantage and initiative and drove straight on to Berlin.



Operations tend to succeed when they build on strength and mitigate or eliminate weaknesses. This makes sense, and is logical.

You can rapidly assess where you’re at individually in life, or where your organization is, with simply a blank piece of paper and a couple hours in a cafe.

When I sat and looked to distill the starting strengths and weaknesses of the Nazis and Soviets, the list came out quite short —

Strengths: Speed, tech, training, initiative, morale — early
Weaknesses: If things slow down… inability to sustain long campaigns… Hitler

Strengths: Manpower, defender’s advantage, close supply lines, morale — later, mobilization ability
Weaknesses: Senior leadership/readiness after Purges, political and Stalin, needing to fight locally disadvantages battles

That, right there, suggests many plans of action.

Obviously, one’s own life is unlikely to be as high-stakes at minute as a genocidal industrial total war; nevertheless, there’s immense gains in sitting down with a piece of paper and assessing one’s own strengths and weaknesses, and that of any rivals or competitors.



It’s very easy to get caught up in one’s plans and first impressions and to stop surveying what’s happening in the world around us.

This is, of course, dangerous.

When looking to develop and install operations successfully, things typically don’t change quickly, but they do change. You should periodically re-assess where you’re at, so you don’t fail to capitalize on gains or mitigate emerging weaknesses.

It’s especially valuable to pay attention and search for advantages in the course of doing things. Particularly valuable are when you discover a piece of information that suggests a whole course of actions such as Zhukov’s observation —

“Counterattacks by out units showed that Nazi infantry tended to be unsteady. Suffering heavy losses from Soviet artillery fire the German soldiers, as a rule, did not deliver precision fire. They hurried to hide in the trenches and engaged in wild firing hoping to influence the advancing troops psychologically. But they inflicted relatively light losses. Soon our men stopped paying attention to that artificial noise and successfully dealt with the enemy.”



Finally, it’s often the case that very logical people design operational systems and plans that should work, but which do not work.

This is often caused by human irrationality, various personalities and feelings, and politics.

What Marshal Zhukov was able to achieve on the technical, strategic, and operational levels are certainly impressive — but even more impressive is that he had to navigate Stalin’s personality during the whole affair.

Studying one’s strengths and weaknesses, and sharpening one’s perception is a good start. A quick study of 1–2 hours in a cafe with a blank piece of paper goes a long way towards getting a more solid understanding of where one is currently at, and journaling the occasional observation and reviewing it once a month or so is likely enough to catch new developments.

But over and above that, things have to actually work — which means navigating all the relevant personalities. There’s been far more technical systems and plans that should have and could have been adopted in history than were actually adopted, and this is often due to failing to understand and navigate all the personalities and seeming irrationalities involved.

As a final piece of guidance, then, you should make some notes and take an inventory of the personalities involved in whatever plans and systems you draw up — including your own. These must be navigated to reach desired outcomes.

Next week, we’ll turn back from military history and the development of operational thought — in Background Operations #7: Universality, we’ll look to understand universal principles and ensure those get set up and run elegantly, constantly.

Until then, yours,

Sebastian Marshall


This is the sixth issue in TSR’s series on Background Operations. Next week, we’ll turn back to organizational and personal productivity through operations.

If you’re interested in operations and effectiveness in general, you might like to join us on Saturday 16 December for a round of Work Cycles — a lightweight framework for accomplishing work quickly. It’s free to attend, you can read more about the methodology and register here —

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