On 3 July 1941, Halder famously noted, “it is thus probably no overstatement to say that the campaign against Russia has been won within fourteen days.” A little over five months later, Jodl made reference to Napoleon’s disastrous 1812 retreat following the withdrawal of German forces involved in the Tichvin operation. What caused this dramatic reversal of the Wehrmacht’s initial success, specifically with regard to the 121st, 123rd, and 126th IDs? Three issues can be identified: a crippling manpower shortage, supply difficulties that increasingly limited the army’s effectiveness, and a myopic focus on battlefield success that completely ignored the plight of civilians until they were driven to resistance. In combination, these problems highlighted the Prusso-German Army’s traditional focus on battlefield operations. This belief in a generally, if not always, ruthless concept of military necessity not only stoked increasing resistance from the Soviet civilian population, but also paradoxically served as the basis for the Wehrmacht’s failure to destroy the Soviet Union in one campaign. The combined effects of these three issues led to an exhausted and dramatically weakened Wehrmacht by the end of 1941, one that could not achieve any of its prewar objectives. Leeb’s complaint about fighting a “poor man’s war” referenced his army group’s situation but it could readily be applied to the Ostheer as a whole.