In late October, General-polkovnik Yaakov T. Cherevichenko, the new Southern Front commander, managed to build a firm defense in front of Rostov with the 56th Army formed from units transferred from the Caucasus, while the rebuilt 9th Army established a defense in depth north of the city. Cherevichenko had little armour left, even though he had received six of the new tank brigades – these were quickly whittled down in defensive combat. He also had four separate tank battalions formed from repaired or recovered tanks, but altogether he had about 150 tanks, mostly light models. Cherevichenko assigned forty tanks to the 56th Army holding Rostov, sixty tanks to support the 9th Army and kept fifty in his frontal reserve. Although strictly on the defensive, Cherevichenko was forming a new 37th Army to act as a shock group for a counter-offensive once more reinforcements arrived.
With Operation Typhoon uncertain of seizing Moscow, Hitler wanted one last conquest for this campaign season and Rostov, a city of 510,000, would do nicely. He ordered von Rundstedt to use Kleist’s PzAOK 1 to seize the city before the weather grew worse. While von Kleist knew that he had a slight superiority over Cherevichenko in terms of armour, he had no other material advantages. He also knew that the straight, 22km path directly into the city would be a battle of attrition which could cripple his army. Instead, von Kleist opted to gain the advantage of surprise by opting for the indirect approach. Rather than attacking due east into the teeth of Cherevichenko’s defenses, von Kleist decided to mass both his motorized corps to punch a hole in the 9th Army’s front, drive 60km to the northeast, then swing south to take Rostov from behind. It was a very daring plan that relied on speed and maneuver, even though autumn rains and inadequate logistics made this problematic. Von Kleist quietly began shifting two of his panzer divisions into position in early November, which was apparently missed by Soviet intelligence.
On 5 November, von Kleist attacked. While Mackensen’s III Armeekorps (mot.) made a feint attack against the 56th Army positions in front of Rostov, von Wietersheim’s XIV Armeekorps (mot.) struck the 30th and 136th Rifle Divisions in the center of 9th Army’s front. Hube’s 16.Panzer-Division spearheaded the breakthrough, which initially made good progress by advancing 20km on the first day. However, Kühn’s 14.Panzer-Division ran into trouble after penetrating about 12km; a counterattack by Major Georgy Kuznetsov’s 2nd Tank Brigade (eighteen tanks) struck the flank of Kühn’s division and the Germans retreated to their starting positions. Even worse, the SS-Division
Amazingly, the 9th Army mounted a coordinated counterattack against Hube’s exposed division from three directions on 6 November with a total of sixty to seventy tanks from the 2nd and 132nd Tank Brigades, plus two motorized rifle regiments. Hube was compelled to fall back after suffering significant losses. Despite the setback, von Wietersheim reorganized his corps and attacked in the same sector, and the 14 and 16.Panzer-Divisionen created a large bulge in the 9th Army’s front. On 7 November, the 14.Panzer-Division rolled up the Soviet 339th Rifle Division, while Hube expanded the bulge eastward. Kuznetsov’s 2nd Tank Brigade continued to launch aggressive counterattacks, but Soviet armoured strength in this sector was insufficient. On 8 November, the 1.Gebirgsjäger-Division – from 17.Armee – did what