After Nazi Germany took over the area in 1939, many Lithuanians and their organizations began leaving Memel and the surrounding area. Memel was quickly turned into a fortified naval base by the Germans. After the failure of the German invasion of the USSR the fate of East Prussia and Memel was sealed. By October 1944 the inhabitants of the area, without ethnic distinction, had to make a decision whether to stay or leave. Nearly all of the population were evacuated from the approaching Red Army, but the city itself was defended by the German army during the Battle of Memel until January 28, 1945. After its capture only six persons were found in the city.