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He reveals that the Red Army is retreating toward Minsk and Fomin realizes that the men must leave the fortress or die. The next morning, realizing he can't properly defend them, Kizhevatov reluctantly orders the surviving civilians including his own wife and daughter and also Sasha to vacate the fortress during a cease-fire. At , German infantry attack the fortress, capturing hospital staff and patients, many of whom they kill. The fortress is subjected to heavy bombardment by German artillery and Stuka aircraft, killing many Soviet soldiers and civilians. Gavrilov orders his remaining men to attempt to break out individually. After ordering Sasha to take the regimental colors and remember the truth about the defenders, Kizhevatov takes a machine gun to cover his men while they attempt a breakout.

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