Germany had invaded and conquered most of Europe by mid-1941. The Soviets were aware that war with the Germans was unavoidable and began to take steps to prepare.The preparations were based on the assumption that Germany would not risk opening second front until they had finished off Englan,who they were already fighting in North Africa and in the Atlantic, and so did not expect to have defend Russia until the spring of 1942.

At the beginning of the war the axis powers had 10.5 million man,over 90,000 pieces of artillery,7,000 tanks and self propelled artillery units, and almost 14,000 aircraft. The Soviet forces,in comparison had 5.4 million men, 67,000 pieces of artillery, 23,000 tanks,and over 8,000 aircraft, most of which were,at the time, obsolete with replacements being scheduled for 1942.
The German command gathered a force of 5.5 million men, 47,200 pieces of artillery,4,300 tanks,and 5,000 aircraft to attack the soviet union.

Operation Barbarossa called for dividing these forces into three groups.The North Group was responsible for taking the Baltics and then moving to siege Leningrad. The Center group was charged with invading Byelorussia and then proceeding to Moscow while the southern group was to take Kiev and then cover the center Group's flank. The main objective was to crush the Russians as quickly as possible at the border so that they would not be able to retreat and join up with reserve.
total soviet forces at the time of the attack amounted to 2.7 million men, 37,500 artillery pieces,17,000 tanks, and over 5,000 aircraft.

Germany's North Group,mounting a powerful onslaught,managed to penetrate the Northwestern front and split the Russian troops into several isolated divisions, allowing the German Tanks to move onward.Desperate counter strikes helped to slow the German Army as the main Russia forces began to retreat to the Western Dvina river. Eventually the Germans managed to overcome the Russians and proceeded first to capture Tallinn, and then on to Leningrad. On the road to Leningrad,around Soltsy,The Soviets managed a counter-strike attacking the flank of the mobile forces which had moved too far front of the main battle group.The Germans,delayed by unexpected resistance and losses, were unable to capture Leningrad immediately and had to wait for reinforcements to continue the earnest.