 Voroshilov was laid down at the Marti South shipyard in Nikolayev on 15 October 1935; the second of the Project 26, to use their industrial designation, Kirov-class cruisers. She was launched on 28 June 1937, but she had to wait for her Soviet-built machinery to be delivered before she was completed on 20 June 1940. On 23 June 1941 Voroshilov covered Soviet destroyers bombarding Constanta, after the Germans attacked the Soviet Union, and was slightly damaged by a mine exploded by the destroyer Soobrazitelny's paravanes. She bombarded Axis troops near Odessa on 19 September with 148 180 mm shells and was transferred to Novorossiysk shortly afterwards. On 2 November the ship was bombed in harbor by Junkers Ju 88 bombers of Kampfgeschwader 51. She was hit twice; one hit started a fire in # 3 magazine that was extinguished by water flooding in from the second hit. Voroshilov had to be towed to Poti for repairs, which lasted until February 1942. She shelled Axis positions near Feodosiya on 19 March and 3 April 1942, but was damaged by fragments from bombs from Ju 88s on 10 April and had to return to Batumi for minor repairs.
