The stage had been set weeks earlier. After the Soviet capture of Kiev late in 1943, the 1st Ukrainian Front under General Nikolai Vatutin held a large bridgehead on the right bank of the Dnieper, a position that hung over the German forces to the southwest like a threat. Field Marshal Erich von Manstein, commanding Army Group South, threw his 1st and 4th Panzer Armies into a series of counterattacks to shave down that bridgehead and, if possible, retake Kiev. For three weeks his panzers carved out loosely held pockets and inflicted heavy losses on the Red Army. But the Soviets had reserves in depth, and Manstein did not. His counteroffensive stalled, the German bid to recapture Kiev failed, and Vatutin was left holding the ground he needed for a blow of his own.

Vatutin's offensive fell on the most sensitive point of Army Group South, its northern flank, the hinge connecting it to the roads leading home to Germany. Three armies led the assault along the Zhitomir-Kiev highway and the Fastov-Kazatin railway: the 1st Guards Army under Andrei Grechko, the 18th under Konstantin Leselidze, and the 38th under Kirill Moskalenko. Fighting alongside them was the 1st Czechoslovak Brigade, exiles battling toward a homeland of their own. When the scale of the disaster became clear, Manstein rushed back to his headquarters at Vinnytsia and began pulling the panzer divisions of General Hermann Balck's corps out of the line to swing south and strike the Soviet spearhead in the flank. He was already too late. The breakthrough was made, and the Soviets were pouring through the gap and exploiting it faster than the Germans could react.

Through January 1944 the 1st Ukrainian Front rolled southwest. Berdychiv, occupied since July 1941, was taken on 5 January. The advance pressed on toward Vinnytsia and Zhmerynka before German resistance along the Southern Bug finally checked it, and by February the front had steadied southwest of Berdychiv. When the fighting moved on, the Soviets had driven forward between eighty and two hundred kilometers, clearing German forces from almost all of the Kiev and Zhytomyr regions and from parts of the Vinnytsia and Rovno regions. For the civilians left in these towns, many of whom had lived under occupation for nearly a thousand days, the arrival of the Red Army meant the end of one of the darkest chapters their communities had ever known, whatever hardships still lay ahead.

The blow left Army Group South badly weakened. Eight German divisions were destroyed outright or cut to half strength; reserve infantry divisions were disbanded, and battered formations were pulled from the line and sent to Poland to rebuild. To plug the holes, the German command had to rush a dozen divisions of the 1st Panzer Army up from southern Ukraine, spending reserves it could not spare and draining troops from as far away as Western Europe, Romania, Hungary, and Yugoslavia. That exhaustion mattered. By hanging the 1st Ukrainian Front over the enemy's northern flank, the offensive helped set the trap for the Korsun–Cherkassy operation that followed, another pocket, another encirclement, in a winter of relentless Soviet advance across the Ukrainian plain.