This episode provides a detailed historical account of the Battle of Smolensk and the subsequent Yelnya Offensive during the early stages of the German invasion of the Soviet Union in 1941. We focus on the Kesselschlacht bei Smolensk, detailing the large-scale German encirclement operation from July to September 1941, noting it as an operational success for the Wehrmacht despite causing a significant delay in their push toward Moscow. Furthermore we highlight the battle there as the first forced retreat of the Wehrmacht before Moscow, albeit one that came at an enormous cost for the Soviet Red Army, even though it was initially celebrated as a major victory.