As German forces make huge gains into Lithuania, Russian forces are left in constant disarray as communications send conflicting reports and orders. The 48th Rifle Division under the command of MajGen I.F. Nikolaev, take the decision to pull back attempting to rendezvous with the 23rd Tank Division of the 12th Mechanized Corps based just outside of Kedainiai. Commandeering any and every vehicle they can get there hands on the 48th begins to retreat unaware that the SS Panzergrenadier Regiment Thule of the 4th SS Panzer Division Totenkopf is poised to intercept them.