53: Slugging it Out


After the fighting spilled outside the city with Japanese landings on the river, the fighting would continue for months.



  • The Place of Chinese Disunity in Japanese Army Strategy During 1931 by Donald A. Jordan
  • Effects of Attrition on National War Effort: The Japanese Army Experience China, 1937-1938 by Alvin d. Coox (1968)
  • Forgotten Ally: China’s World War II, 1937-1945 by Rana Mitter
  • German Mediation in the Sino-Japanese War, 1937-38 by James T.C. Liu (1949)
  • Japan and the Axis, 1937-38: Recognition of the Franco Regime and Manchukuo by Florentino Rodao
  • Memory on Trial: Constructing and Contesting the ‘Rape of Nanking’ at the International Military Tribunal for the Far East, 1946-1948 by James Burnham Sedgwick
  • The Nanjing Massacre in History and Historiography Edited by Joshua A. Fogel
  • Isolating Knowledge of the Unpleasant: The Rape of Nanking in Japanese High-School Textbooks by Christopher Barnard
  • Convergence or Divergence? Recent Historical Writings on the Rape of Nanjing by Daqing Yang (1999)
  • A Reconsideration of the Marco Polo Bridge Incident by James B. Crowley (1963)
  • Shanghai 1937: Stalingrad on the Yangtze by Peter Harmsen
  • Shanghai and Nanjing 1937: Massacre on the Yangtze by Benjamin Lai
  • The Japanese Empire: Grand Strategy from the Meiji Restoration to the Pacific War by S.C.M. Paine
  • The Tokyo Judgment and the Rape of Nanking by Timothy Brook
  • The Tragedy of Wuhan, 1938 by Stephen MacKinnon
  • The 1934 Anglo-Japanese Nonaggression Pact by Chihiro Hosoya
  • Japan Prepares for Total War: The Search for Economic Security, 1919-1941 by Michael A. Barnhart
  • The Rape Of Nanking by Iris Chang
  • The Battle for China: Essays on the Military History of the Sino-Japanese War of 1937-1945 Edited by Mark Peattie, Edward Drea, and Hans Van De Ven
  • The Nanking Atrocity 1937-38: Complicating the Picture Edited by Bob Tadashi Wakabayashi
  • China’s Wars: Rousing the Dragon 1894-1949 by Philip Jowett


Hello everyone and welcome to History of the Second World War Episode 53 - The Second Sino-Japanese War Part 4 - Battle for Shanghai. This week a big thank you goes out to David, Keanu, and RSPenn for choosing to support this podcast on Patreon, where they now get access to ad free versions of all of the podcast’s episodes plus special Patreon only episodes once a month, if that sounds interesting head over to historyofthesecondworldwar.com/members to find out more information. By the beginning of September the situation was beginning to look very bad for the Chinese around Shanghai. Since the failed attacks of August 17th the overall balance of forces, and the positioning of those forces had done nothing but deteriorate as Japanese had landed north of Shanghai and proceeded to move inland. Even if the Chinese defenders had put up a very good showing in slowing the Japanese expansion of their beachhead, the fact remained that it had continued to increase in size and several important areas had been lost. In the area around Shanghai, as the fighting continued to expand it took on a slow grinding style. The areas that were being fought over north of Shanghai were generally rice and cotton fields which provided little cover and so most of the fighting would coalesce around specific villages, towns, and other geographical features. Fighting would continue throughout September and October before more Japanese reinforcements would arrive in November which would finally, and decisively, shift the balance in favor of the Japanese eventually resulting in a Chinese retreat. Throughout all of this fighting, within the city, the situation continued to deteriorate. Thousands of people had become refugees during the fighting, either trying to escape the city or cramming themselves into the international settlement where there was some level of safety. Starting in late August there would also be a cholera epidemic, which just adding onto all of the previous problems. As fighting would continue all the way to November, inside the city the hardship experienced by those trapped in the city would continue to grow. During this episode we will chat about all of the slow and steady fighting that would occur during September and October all of which would be an integral part of bringing the fighting to a conclusion, even if it mostly resulting in a long series of attacks, from both sides, that failed to achieve their objectives.

Last episode we ended with the fall of Baoshan to Japanese attacks, and today we will start off with the Japanese attacks that were launched out of this newly captured area with the intention of expanding it. These would be launched on September 11th by the Japanese 3rd and 11th division with the goal of clearing out the areas to the north of Shanghai and taking the villages of Yanghang and Yuepu. If you look at the modern day map of these areas, they are well within the larger Shanghai metropolitan area, but in 1937 they were a bit more separated. Both of the Japanese divisions would be attacking on a very narrow area of the front and they would concentrate their artillery as much as possible along with the air attacks which were a fixture of Japanese efforts. The artillery barrage would begin in the early hours of of the 11th and when the attack was launched it would once again result in a disappointing advance. This had been the template for previous attacks, nobody could doubt the fact that the Japanese had huge advantages when it came to fire support, but it would avail them little when it came to actually pushing forward and attack. They would destroy everything in their path, like they would with Yuepu which was reduced to a pile of rubble, but as long as the Chinese defenders remained motivated and were willing to fighting the defense often did quite well. While this was undoubtedly a success for the Chinese, there were still serious problems that the Chinese leaders did not have a good solution for. As Japanese pressure continued to mount on the roads out of Baoshan the greatest concern was that if they were able to push through they would cause breached between the troops within Shanghai and the 15th Army group which was to the north. This concern, along with the continued wastage of men in their forward caused the Chinese commanders to decide to pull back a few kilometers to defensive positions that had already been prepared. They were able to do this without the Japanese being aware, and the retreating troops would not be in any way harassed. Chinese commanders considered this retreat to be necessary, but it also handed a few key advantages to the Japanese. By surrendering so much territory, many of the problems caused by the relatively constricted area that they were previously working with were now gone. It simply gave them space for troops, supplies, and a reprieve from the constant threat of being overrun. During the first week of September another round of discussions would occur back in Japan about the place of the fighting in Shanghai in the overall Strategy of Japan in Asia. Many still considered it a secondary theater to Northern China, but that raised the question of whether it was better to send more units to guarantee a quick end to the fighting. The eventual conclusion was that the goal should be to try and wrap up the fighting by early November at the latest, and if that was the goal more troops would be required. There were already 50,000 Japanese troops in and around Shanghai, but given the size of the area they would need to capture, and the growing Chinese resistance, that number would probably not be enough. This resulted in another group of three infantry divisions being prepared to leave the home islands to make their way to Shanghai.

If the objective of taking the city by Early November was to be realized there were a few problems that the Japanese would have to address. First, they were having serious difficulties in the fighting to the north of the city but unfortunately this was often out of their control. For example, anytime it rained the local roads, which were often just dirt roads, would turn into a muddy mess, which would seriously hinder the ability of troops and supplies to move over them. There were ways to mitigate these problems, but until the Japanese were about to fight their way out of the terrain close to the rivers, there were not permanent fixes. Another problem was the continued presence of Chinese aircraft. There were never enough Chinese fighters to attain anything close to air superiority, but they were at times able to harass Japanese bombers as they tried to assist the troops on the ground. This was a problem that could be solved, and to do so the Japanese would stage another bombing raid on Nanking. On September 19th, a force of naval bombers began their flight to Nanking, their plan was to bomb the city at just 10,000 feet, they did not really have a specific target in mind because where their bombs hit just did not matter. Instead they were just involved to bring Chinese fighters into the air, where they would meet the large number of Japanese fighters that were positioned several thousand feet above the bombers. It would work perfectly, when the bombers came over the city shortly before 10AM, the Chinese fighters went up to meet them, and they found overwhelming numbers of fighters waiting for them, it was a blood bath. Most of the Chinese aircraft were destroyed, and more were damaged on the ground when the bombers made a pass over their airfields. This one very successful mission would greatly reduce the ability of the Chinese to launch successful interdiction missions against the constant Japanese close air support provided to the troops on the ground.

Before the next round of Japanese attacks there would be a change within the Chinese command hierarchy, Zhang Zhizhong was removed from command of the Ninth War Zone and sent to command the Sixth zone in northern China. Chiang then personally took command of the Third War Zone, from its previous commander. Given the course of the battle for the Chinese some movement of commanders should not have been a huge surprise to anyone. However, it posed some problems due to how the Chinese commanders interacted with their staff, instead of a general leaving and someone else replacing him, a change in commanding officer also involved a full staff replacement, as a General’s staff went with him to his new command. This destroyed the continuity of command as the new staff got up to speed and established themselves in the new environment. All of these command changes were done on September 15th, at the same time that the Japanese were preparing their next set of attacks, which were originally planned to begin on September 20th. Fortunately for the Chinese the attacks would have to be delayed due to the difficulties that the Japanese were having in getting supplies in position. When the attack was launched it would involve the 11th division near Luodian and it would also use one of the largest concentrations of Japanese armor to date. The initial attacks would do quite well. Up to this point, Japanese attacks had fallen into a pattern where the Japanese would make some solid initial progress, but then the Chinese counterattacks were able to reset some of that progress. It rarely meant pushing the Japanese back to their starting point, but it often greatly reduced the total area that they gained in the attack. However, in this case that pushback did not occur, and the Japanese were able to hang on to their new positions. This then compromised other Chinese positions on either side of the advance, and they were forced to order a withdrawal on September 25th to a position over a kilometer to the rear of their previous line. At this same time the three divisions that had been dispatched to Shanghai in order to bring the troops up to 5 divisions, were also beginning to arrive in the last days of September, which would bring the total number of Japanese troops up to about 90,000.

The plan was to use some of these new arrivals, along with the 3rd division in an attack with the primary objective being to cross the Wusong creek. There would also be several other attacks in other areas of the front in order to divert from the crossing attempts. Wusong creek was an important geographical feature, and it represented one of only two real natural areas that the Chinese could mount a defense against continued Japanese attacks, the other being Suzhou Creek. The diversionary efforts would begin on October 2nd, following by the crossing on October 5th. Even against relatively strong resistance, that they did not really expect to encounter, they were able to make some headway which resulted in a stable, if small, bridgehead. The Chinese leaders fully understood the importance of the Wusong, and as soon as the attacks began they committed all possible resources into the defense. More troops were brought in and as much artillery as possible was put in place, which was about six artillery battalions were detailed to support the defense. These artillery guns were then protected by as many anti-aircraft guns as possible, which did enough to deter Japanese aircraft that the artillery did not come under a direct and concerted attack from the air. During this period the sense of desperation on the Chinese side continued to grow, this resulted in two decisions. The first was that once again the Chinese would retreat in some areas in an effort to shorten their total line of defense, in this case it involved giving up the town of Liuhang. The town had withstood several Japanese attacks but was simply not worth defending any longer as other territory around it had been lost. The second decision was that troops were being thrown into the fighting as soon as they arrived in the Shanghai area. While this increased the number of men who were actually on the front lines, it also meant that units were thrown into combat before they were fully ready and organized, and it also prevented the Chinese from being able to mount any large counterattacks. Both of these decisions were made simply due to the feeling of crisis, which would continue until October 11th when Chiang would host a meeting with staff and commanders of the Third War Zone to try and bring the situation back under control and build up some confidence.

The Japanese attack, while looking very threatening to the Chinese, was having problems of its own. The largest issue was the fact that it started raining, and then did not stop raining for more than a week, which turned everything into mud and just made everything more difficult, from moving supplies to actually attacking. When the crossing had been made there was real optimism among Japanese officers that they had finally cracked the Shanghai front, but this quickly evaporated, leading General Matsui to write “It’s obvious that earlier views that the Chinese front was shaken had been premature, now is definitely not the time to rashly push the offensive.” The first two Japanese divisions, which had been fighting heavily for weeks, were also experiencing heavy attrition, and most importantly heavy attrition among the least replaceable members of the units, officers and NCOs. Even in the cases where the number of men who had been put on the casualty lists were replaced with a similar number of replacements, the total combat strength of those units would decrease as unit cohesion took a bit hit and the overall level of experience dropped. While both sides considered their respective positions far from ideal, the Chinese were beginning to plan for another counterattack to try and rectify the situation, this time using fresh troops in the form of 4 divisions that had recently arrived from the Guangxi province. All four divisions had been in northern Chins near Chenjiahang, but had been brought south specifically to be used in the defense of Shanghai. Instead of being totally on the defensive they would instead be used for an attack on October 21st. The artillery preparations for the attack would begin at 7PM on the 21st with the infantry going forward an hour later. Launching the attack late in the evening was a change in the Chinese attack pattern, and a change built around the assumption that during the day any Chinese attack would be very vulnerable to Japanese air attack. They hoped that by attacking just before nightfall they would all night to advance because the Japanese planes, which could not be prevented from entering the skies above the battlefield, would be grounded. When the attack began there was some good progress, but it would quickly begin to bog down. The core problems were the problems that both sides would experience, there were a lot of small waterways that made it challenging to quickly move large quantities of men and supplies. The Japanese were not completely surprised by the attack, as they had noted the large build up of forces the Chinese front in the days before it began. The overall lack of progress brings us back to the challenges that the Chinese would find during the day, which forced them to stop attacking before dawn so that they would have to time dig in and find some protection from the coming air attacks. At dawn the Japanese would also launch their counterattacks, with devastating results. Whole Chinese units would find themselves isolated by Japanese attacks, and they would not really do anything about it during the day due to Japanese air superiority. On both October 22 and 23 the same process would take place, Chinese attacks during the night which would capture some territory, Japanese counterattacks during the day that would take most of it back. By the end of the 23rd the Chinese units were exhausted and had suffered thousands of casualties, with somewhere around 60% of the soldiers who had been in the opening assault were killed or wounded just 48 hours later.

The failure of the attacks by the Guangxi divisions would be an important turning point for the entire Shanghai campaign. It had been a major Chinese effort, it had exhausted a large group of reinforcements, and it had achieved very little. Soon news started to filter back to Japanese headquarters that the Chinese units were thinning out their forward units, and there was a suspicion that this meant that they were planning to once again pull back. As soon as this information was received by General Matsui he moved into action, there were plans to meet with all of his unit commanders on the afternoon of October 24th, but instead he directly phoned everyone and told them to attack immediately, with the promise that written orders to arrive a few hours later. Matsui’s fear was that the Chinese would once again retreat and would be able to once again solidify on a new defensive line before the Japanese could react and take advantage of the disorder inherent in any large scale troop realignment. The Japanese attacks would begin at 9AM and the 3rd and 9th divisions would make some quick and easy advances, advances that would continue into the next day as the Chinese continued their movement. This pull back was seen as essentially mandatory on the side of the Chinese, the units that had participated in the attacks the week before were simply spent and had to have some rest, but to gain that breathing space the only option was to give up territory. They would continue to pull back until they reached Suzhou Creek, the last natural obstacle that remained in front of the Japanese. Even with Japanese pressure they were able to occupy defensive positions on the south side of Suzhou which once again provided some amount of stability to the front. This position was not a long term solution though, because it was basically the last line of defense, and if it was lost the entire Chinese position in the Shanghai region would fall apart. The vulnerability of the situation caused the called for a larger retreat to grow among Chinese officers near the front. Chiang was still completely against such an idea, and wanted to continue the fight for every square foot of area in and around Shanghai. However, many of his generals were growing concerned not just about the vulnerability of their positions but also just the fragility of the morale of their units. Here is Peter Hamsen from Shanghai 1937: Stalingrad on the Yangtze: “Most soldiers saw the odds of survival heavily stacked against them. But in spite of frequent visits to the front, Chiang Kai-shek knew very little about this. Officers who were aware of the real conditions in the trenches also were familiar with the supreme commander’s stubborn character and his determination to stick to the defense of Shanghai to the bitter end. Under the circumstances, they found it inadvisable to break the truth to him. It was a charade which could not go on forever. In some units the situation was getting so desperate that it was only a matter of time before the soldiers would simply leave their positions.” Regardless of the arguments presented, Chiang would not be dissuaded from his belief that fighting should continue.

While a larger withdrawal was out of the question, there were some small adjustments to the Chinese lines, for example they moved out of the Zhabei district, but as long as there were still troops inside the city the defensive line on Suzhou was absolutely critical, if it was lost the troops in Shanghai to the north ran the risk of getting completely surrounded. In the last days of October the Japanese were preparing to do exactly that, and they had assembled a group of small boats that they would use to cross the creek. On November 1st the attack was launched, and they would succeed in establishing a secure bridgehead on the other side. It may have been possible in the early moments to destroy this bridgehead, when it was weakest, but this advantage was not able to be capitalized on, with many of the Chinese officers closest to the action hesitant to take independent action. Over the following days the Japanese would continue to push troops across and to expand their presence, with the bridgehead eventually reaching a width of half a mile. Within this perimeter they were able to construct some quick defenses that made any Chinese counterattacks doomed to fail. With the position was secure, it had also not achieved everything that was hoped, and the possibility of pushing forward and fully compromising the Chinese positions in the city was lost. This did not meant that there were not other plans to do just that though, and it all came back to the additional divisions that were on their way to the Shanghai area. Back on October 10th a new army had been created, the 10th Army, which was to be made up of 3 divisions and an independent brigade that were on their way to Shanghai, two divisions from the home islands and the rest from Northern China. There were a few different ways that these troops could be used, they could just reinforce the Japanese units that were already present around Shanghai, but this was ruled out because it did not provide enough value. They could land on the south bank of the Yangzte, but this had been a possibility that the Chinese had been planning on for years and so the areas around the river were heavily fortified. The final option, and the one that was selected, would be to land on the north side of Hangzhow Bay, to the south of the city. There were some serious challenges involved in this landing site, for example some tidal issues due to the wide and flat beach and the water ways that crisscrossed the area. But the greatest advantage would be the fact that the Chinese did not expect it, and if the landings were even partially successful and managed to gain a reasonable foothold on land, it would very quickly compromise the Chinese positions in and around the city. With these advantages in mind the operation was set to go forward on November 5th. The final act of the battle for Shanghai was about to begin.