Under German-backed dictator Antonescu, Rumania joined its Nazi ally in the fateful Operation Barbarossa. After two months of defeats, the Soviet Army in the Ukraine was reeling. Second line units, factory militia and ageing equipment were thrown into the path of the Axis invaders. On 17 August, the Rumanian 11th Infantry Division approached the town of Karpova, a key railway junction 30 km northwest of Odessa. The factories and warehouses near the railway station were defended by a ragtag company of Soviet units.