The Ponies, yet again fled for cover as another barrage of flaming debris was launched at them by the changeling Catapults, causing massive destruction to the Pillboxes, Trenches, and moral. The Ponies had little sleep the past two days. The debris only missed the Ammunition storage by mere feet. The week long siege soon took its tole on the ponies, causing them to waste countless cannon shots trying to stop the invaders. Once the barrage ended the ponies and Ademar slowly looked up from the trenches. "Is everypony alright?" Ademar asked.

"So far sir." An officer said shakily as he rose. "W-what do we do now sir?"

"We need to dig in, have all of our wounded transported out of the trenches and get what Unicorns we have left to the front."

"Yes sir." The Pony Saluted him and ran to the rear trench. Their cannons were unable to hit the catapults because of their well covered position, and all incursions made by the Griffons has led to heavy losses. Seventeen ponies were killed the night before from a flaming stone hitting the Barracks. The ponies have been forced to dig bunks in the trenches or sleep close to Griffonstone's walls due to the cramped conditions, Ademar even had to sacrifice his bunk for wounded ponies, he now sleeps in a small bunk dug into the trench or rarely sleeps at all.

The Unicorns Ademar asked for lined up in the trenches. "I need all of you to fire on the debris from hitting us. Are you all ready?" They all nodded in agreement. Ademar heard one of the Catapults fire and saw a massive Boulder fly from its cover. One of the unicorns fires a blue beam at the boulder, causing it to explode into several small chunks of rubble. "Fire on all incoming projectiles. In my absence I am leaving Lieutenant AppleJack in charge."

"Where are you going sir?" A pony asked.

"I am going to Griffonstone to ask for Griffon assistance in the Trenches, we have to many wounded troops and that number is rising greatly." Ademar walked to the rear Trench and towards the City.
Once inside the city he saw several Griffons repairing buildings damaged by the Catapults, an improvised Hospital was constructed in the park to tend to wounded Griffons and Ponies. The ones that passed were respectfully set in recently built wooden coffins and their weapons cleaned and set in a pile. Ademar quickly walked up the main Castles steps, past the tired guards and into Gwin's war room. Inside he saw the old Griff sitting at a table looking over an old map scratching his head as he mumbled quietly to himself, a cup of ale was set next to the map.

"Something I can help you with Ademar?" The old Griffon said before taking a sip from his cup.

"Yes Gwin. I need Griffon assistance in the Trenches, our numbers are slowly depleting by the hour and we are running low on cannon shot. We have resorted to using bits of rock and scrap metal for grapeshot"

"And you need my soldiers to help you in this fight?"

"Yes."

"Well, I want something in return for sending these Soldiers." He said setting his things aside.

"Name your Price." Gwin looked at the Pistol holstered on Ademar's side.

"The King and I have been talking, and we want the weapons your troops have."Ademar looks at the Griffon and Sighs.

"How many do you want?"

"We want fifty of those Rifles. Designed to be used by Griffons, can you provide?"

"I can, but your troops will have to use the ones the Ponies have until the new model can be created."

"And when you return to Ponyville leave two of your cannons and the knowledge to use them. And my messengers reported something
strange to me on their recent trip to ponyville, of large, floating fortresses and wooden flying machines being created there. Is this true?"

"Yes. They are called Zeppelins, massive balloons inside it filled with Helium keeps it up, and its moved by four engine gondolas protruding from the sides and two engines located in the command gondolas. It is well defended with several Machine gun posted on the Tail, Top, inside the Gondolas, they differ from the ones on my world, and the Princess has had the idea of creating a protective shield around it."

"Hmm, what do you use them for?" Gwin asked taking notes on the subject.

"Defensive and Offensive tactics, the Zeppelins are able to carry a load of explosives that can be dropped from the gondolas onto targets below. The ones we are creating can also transport troops and supplies over great distances. There are hooks on the bottom to carry aircraft as well, though I don't think Twilight is going through with the idea just yet."

"If I send these soldiers with you I want the plans to make these weapons and your Zeppelins. Would your princess be able to provide?"

"I don't think Twilight would be to thrilled with the idea. But first I need your Soldiers." Gwin taped his fingers on his desk, the dead and molting feathers fell off his old head.

"I will send fifty, at the time that's all I can spare at the time, we must charge the Changeling camp soon, our combined force would drive them out of the mountains." Gwin said as he slowly got up from his chair. "They will be waiting for you outside."

"Thank you Gwin." Ademar said. He put his helmet back on and walked out of the castle. Outside the castle he saw the Griffon Gwin promised, they were dressed in light armor consisting of leather, chainmail, scalemail, or nothing. Armed with Bows, crossbows, slings, short swords, spears, a flail, wooden clubs, pitchforks and a mace. They all looked like conscripts or militia save their leader, the only one dressed in full heavy plate armor walked up to Ademar.

"Awaiting your orders sir." He said in an accent Ademar somewhat reminded him of French.

"Follow me." He said. The troop of Griffons followed Ademar to the makeshift Hospital. Once there he walked over to a pile of rifles once used by the now deceased or severely wounded ponies, he picked one up and tossed it to a Griffon. "Grab a rifle, they wont be needing these anymore." Once the Griffons were armed they followed him to the trenches. When they reached the trenches the Unicorns were hard at work at protecting the trenches from the catapults while the rest of the soldiers kept the cannons and Machine guns ready to use.

"Where do you need us sir?" The Armored Griffon asked.

"First I need your name."

"Gwaihir. I am commander of the guard here in Griffonstone."

"Gwaihir, I need you and your troops at the front of the trenches, we may see another charge today and I don't want out lines to break. Ask Lieutenant AppleJack on how to operate the Rifles, its simple really." The Griffon nodded and then led his troops through the trenches.

*******

Gnat quietly watched as the Catapults launched stone, Oil filled clay jars, and other debris at the enemy trenches. Seeing his fellow changelings preparing for the final assault on the thinning pony lines. "Private Gnat." A Changeling said behind him. When he turned around he saw Mayfly standing over him.

"Y-yes commander?" He said.

"All Changelings will be part of the assault on the pony trenches. Once we test out new weapon we will charge them with out entire force. Our numbers will eventually run them through."

"Yes ma'am." Gnat said with some sadness in his voice. He saw the new weapon that was captured from the Ponies. It had the same bronze barrel except there were black vein like webs all around the barrel, Its wheels were larger than the original ones. He saw his comrades push it into position and ready it to fire. These new rounds were a mix of their magic and that exploding powder. He watched as the Changelings pushed it towards a mantlet for cover. One of the gunners rammed on of the balls into the barrel, once it was loaded one of the gunners lifted the shield up by a rope and the cannon fired, causing Gnat to jump and making his ears ring. The cannon ball had a trail of green vapor trailing behind it, once it impacted one of the Pony Trenches it exploded into an emerald green fireball. The resulting blast caused many ponies to be knocked back by the sudden attack.

"Soon this will all be over Gnat." Mayfly Said to him. "We will swarm their weak defenses and Griffonstone will be ours and the love from these wretched birds will be ours for the taking. Prepare yourself Gnat, this siege will end soon and I promise you can return home when it is over."

"T-thank you..ma'am." He said Quietly. He watched as the cannon fired another shot at the Ponies.

******

Ademar's ears rang from the explosion, the blast knocked him to the muddy ground in the trench, the ponies and griffons were frantic, several griffons from the city saw what was going on. Another shot was fired from the changelings flying past the trench lines and into the city walls close to the gate house, creating a massive crater but not enough to penetrate through the thick stone walls. The machine guns opened fire on the incoming changelings, their full force seemed to be upon them, even the cannons and several MG's were having trouble keeping them at bay, many of the ponies had fixed their bayonets, ready to use against the incoming swarm. Their cannon fired again, missing the first trench but hitting where the former Barracks was at.

"When in the hell did they get a cannon?!" Ademar yelled.

"It must have been the one we lost in the pass." Applejack said.

"We need to destroy it now!" He said.

"And how do you suppose we do that?!" Gwaihir said. "If we try to advance they will cut us down! We cant get a direct shot at it."

"I will think of something, everyone keep firing!" Ademar looks around the changeling cannon, trying to find some way to destroy it, he looked at the rocks above its position. "Have one of our cannons fire on the rocks above their cannon. Maybe we can crush them!" Ademar said. Gwalihir nodded and quickly made his way to the closest cannon and ordered the crew to aim above the changeling cannon. Once it was loaded the crew quickly re-positioned it, they fired their shot but missed, hitting the side of the mountain. The changelings were now aware of their intent and focused their fire on the pony cannon. The cannon was fired again, hitting its intended target. Rocks and other debris fell onto the changelings, a large rock impacted an operators head, stunning him and causing the changeling to drop the linstock onto a bag of powder. The resulting explosion greenish-red knocked several changelings down and sent debris in all directions, several changelings were killed in the blast, many being launched off the mountain as a result.

Once the Changelings recuperated from the shock wave they continued their advance. They kept coming, no matter how many were cut down by the torrent of bullets and shot they continued their brutal assault. They were getting so close the Ponies were getting ready to engage in close quarters combat, bayonets were already fixed to their rifles and the Griffons had readied their swords and spears. Mayfly watched as the changelings swarmed over the trenches, though her forces would sustain heavy casualties she ignored this fact and focused on the dwindling line of Ponies and Griffons. The Changelings were in the trenches. Both Pony and Griffon soldiers used their weapons to fight them at close quarters. Changelings that broke through the trenches quickly made their way to the walls of Griffonstone. Griffon archers fired on them, sending hundreds maybe thousands of arrows to halt the invaders.

Inside the trenches the Ponies were using the butts of their rifles as clubs to fight the changelings. An explosion in front of an MG nest sent the gun flying into the trenches, landing only a few feet in front of Ademar. He ran to the gun and quickly picked it up. Though being sent flying through the air via an explosion, there was little damage on the gun. Once he cocked it he fired on the invaders.

A loud humming broke through the sounds of battle and screams, the Pony guns stopped as soon as the Changelings halted their assault, though the guns were still pointed at them. Even Griffons from the city and city walls stopped and listened. The humming became increasingly louder and closer in the few minutes they stopped fighting, a massive shadow soon loomed over the battlefield. Ademar looked up to see two massive Zeppelins descending from the skies above, from them several bombs fell upon the Changeling ranks. Mayfly watches as the massive machines drop explosives onto her soldiers, several of the soldiers took this advantage to run from the massive machines. "What are you all doing!?" She yelled at her fleeing soldiers, but her commands were blocked out by their fear and the sounds of explosions. "Stay and fight, listen to your commander and fight!" She felt a massive thud in the ground behind her, she turned to see one of the bombs stuck in the ground. As she moved closer to inspect it the bomb exploded, sending her and her helmet flying, she violently rolled down the cliff and into the battlefield. Gnat saw her limp body slam onto the hard ground, he quickly made his way to her, disregarding the incoming bombs and bullets.

"Commander Mayfly!?" He said. "Can you hear me?" She made no response, only a pained moan escaped her mouth and blood could be seen coming from new wounds caused by the bombs and where her horn used to be. He bit onto nape of her neck and quickly dragged her to cover. While dragging her he felt a stinging, burning pain in his back leg, like something had just bit him. Though the pain was immense, he ignored it and continued to drag her to safety.

Ademar watched as the Zeppelins stopped their bombing run, once they were low enough they began to use its machine guns to fire upon the changelings. He saw several Changelings flee the trenches, he also noticed that the Ponies bayonets were still drawn. "Everyone, prepare to Advance!" Ademar yelled. The rest of the Soldiers fixed bayonets and the griffons readied their melee weapons. He walked over to one of the MG nests and reloaded the one in his hands, once he was finished he made his way up the trench. One of the ponies blew a bugle, signaling the charge. Both Ponies and Griffons climbed out of the trenches and charged onto the battlefield, the changelings that haven't fled engaged the charging ponies and griffons with swords and spears. The ponies used their rifles to block, the butts as clubs, and the bayonet to impale the changelings. Ademar carried the heavy machine gun out of the trenches and used it to fire upon the advancing changelings. The MG quickly tore through the changelings.

The soldiers drove the fleeing changelings to the mountain pass and to their camp, once there the changelings took flight and fled back to Chrysalis, leaving their wounded in the camp. The wounded changelings begged their friends to come back for them. The pony and griffon soldiers cheered and celebrated at the sight of the fleeing changelings. "Ade we did it!" Applejack said. "I cant believe we did it." He noticed her small head wound.

"Though at heavy cost." Ademar said looking at the dead ponies and griffons that fell fighting the changelings on the field. "Will you be alright?"

"Oh its nothing, don't you get all worried about me." She rubbed the bleeding wound with the sleeve of her shirt. "A'hm gonna go find Rainbow Dash and the girls. We'll meet you in Griffonstone."

"Alright." He saw her quickly trot towards the city, several Griffon volunteer Nurses and soldiers quickly made their way out of the city and to tend to the wounded on the field. He watched the Ponies and Griffons scurry around the battlefield, tending the wounded, collecting changeling weapons and armor as trophies. He saw the larger Zeppelin slowly descend towards Griffonstone, not wanting to keep Twilight waiting he made his way there. When he entered the city he saw wounded and deceased Ponies being loaded onto the Zeppelins by Griffon volunteers and Pony soldiers. He could see Twilight speaking with King Gordon and Gwin, escorted by three large Griffons clad in plate armor.

"Ademar!" Twilight said. "Are you okay? Fluttershy told me that you were hurt."

"I am fine Twilight. I was wounded but I am better now."

"I have news you might like." She said with a smile.

"Like what?"

"Your no longer the only Human in Equestria, a bunch more just arrived two days ago with those cars and big armored vehicles you mentioned."
Ademar had a blank expression on his face when she told him of this. "H-how did they get here?" He asked her.

"Their leader said they were driving through the forest back in Germany then when morning came they were in Equestria. He and a few of his men came with me, they are on the lead zeppelin waiting for us." She said.

Upon hearing this Ademar quickly made his way towards the zeppelin. He quickly made his way up the loading ramp and into the command gondola. When he entered the gondola he saw three men in German infantry uniforms and another in a commanders uniform. The three guards were armed, two were holding Kar 98k's and the other held a Gewehr 43 semi-auto rifle. The commander was sitting at a table looking over maps of Equestria and Griffonia. On the table there was a small model of the several planes Ademar helped the Ponies create.

One of the soldiers approached the commander, the swastika and his helmet had been filed off. "Sir, er ist hier." He said.
The man turned around to face Ademar. As soon as he turned Ademar immediately recognized the man.

The man wasn't young, nor was he to old. Some medals dotted the trench coat he wore and one of the badges was of a black palm tree. Ademar recognized the man as Desert Fox. Erwin Rommel.

With little hesitation Ademar stood up straight and saluted the Field Marshal. "You have no need to do that." Rommel said.

"Whatever seems necessary sir. How did you come to Equestria?" Ademar asked before sitting down.

"It is a mystery to me. My men and I were fleeing Germany when all of a sudden-

"Fleeing Germany? Why were you running?" Ademar asked with a confused look on his face.

"We were escaping the Reich, trying to flee to allied territory."

"How many people came with you?" Ademar asked.

"Almost two hundred and seven. Seventy seven are military, Fifty five are German soldier the rest are prisoners I liberated from one of the prisons. The rest are civilians. We traveled here in cars, wagons, half-track's, a dozen tanks, on horse drawn wagons, and on foot." Rommel said.

"What nationality are the prisoners?" Ademar asked. "And where is everyone?"

"Seven Americans, two are African-American Pilots of the Tuskegee Airmen, six English men, two of which are commandos, five Frenchmen of the French resistance, and four foul tempered Russians." Rommel told him. "We took a small amount of military equipment with use, Three Tiger II's, Four Panzer I's and three Panzer II's, a single Mobelwagen Anti-Air tank, a single Panzerjager I, Several Kettenkrads we used to pull wagons, and eighteen Sd.Kfz. 251 model of half-tracks. Along with several Cars and Opel Blitz model Troop transports."

"Did you bring any artillery?" Ademar asked.

"A Handful of Panzershreck's and Panzerfaust's, and one of our trucks towed a Nebelwerfer. That's about it. We have taken residence in Ponyville, you know when I saw the Zeppelins and wooden framed planes, I though we stepped back in time until I saw talking ponies
operating them."

"I though it was strange when I crashed here. Seeing them." Ademar admitted. "What did you mean by escaping the Reich?"
Rommel shifted in his chair. "Germany has lost the war. To many have suffered under Hitlers reign, he sees no reason, no remorse to send young men to their deaths." He said. "Even the Hitler youth, children, have taken up arms, forced by the SS. I tried to convince him to surrender, no avail. I became involved in the plot to kill him." Ademar was confused by this.

"Killing him would bring peace, but you were caught?"

"Yes, they came to kill me. My men got to me first, so we packed our things, raided the local munitions bunkers and prison and fled west, towards the Americans." He looks out the window to see Griffons and Ponies escorting the Changeling prisoners. "You will need better weapons to win this conflict. Better rifles, cannons, training, the Planes can be upgraded with better engines, the Heavy machine guns can remain the same though."

"Your willing to aid the Ponies?" Ademar asked.

"Yes, I will lend my forces to the Equestrian army, as well as my tanks. I have some engineers and factory workers that could help in constructing better artillery and weapons."

"Thank you sir. I-" He was cut off by Twilight.

"We found the hive!. Its in Equestria." She said laying a map onto the table. "In the foal mountains."

"Where in the mountains?" Ademar asked. Twilight rolled out the map to show him the location, it was marked by a pin sticking into the map.

"Here. Her fortress was built by the diamond dogs long ago. We can access it through a large cave system."

"We wont be able to get out heavy vehicles through that." Rommel said.

"Actually, you can fit your personal carriers through and perhaps the smaller cars." She said. "Maybe even a few tanks."

"We can use the Nebelwerfer to smash through the walls. Then have our armored force advance with our troops following behind." Ademar said. "We wont be taking the pony cannons."

"Why not?" Twilight said.

"Because they are to slow to use and need to be upgraded." Rommel said. "They are effective yes but with Hydraulic, a recoil mechanism, breech loading, cartridge rounds, with a rifled barrel, we can make them into quick firing field and support guns."

"And perhaps a new model of artillery as well. One that can fit into trenches or mortars." Ademar said. "Did your men have any with them?"

"A Small handful, I will leave them with her and take the rest with us." A pony officer walked towards twilight.

"Everypony is on board ma'am, and the weapons have been left with the Griffons." He said. "We are preparing to take off."

"Alright, lets head home." The zeppelin slowly began to ascend with the second following closely behind it. "Might wanna sit for a bit Ademar, it will take us a while to get back." She said. Ademar, sat in the chair and looked over the only known maps and history of the castle.

**********

Starlight was organizing her papers and getting ready for bed. "Miss Starlight." Her Pony servant, Valley, said. "Your room has been cleaned and a bath has been started for you." She said.

"Thank you Valley, I will be there momentarily." She said. Valley soon left down the hallway towards Starlights room. She left the office and made her way towards her quarters. Upon passing Herzog's office she could hear him talking to someone. Curiosity soon took hold of her and she put her ear against the door.

"They are compatible?" The unknown man said. "Are you sure?"

"Yes. Humans can have Hybrid offspring with the Equestrians. Offering us a new opportunity." Herzog said.

"What kind?"

"Imagine, the new generation of SS born with extra strength, the ability to use magic, wings even. We would have an advantage in taking this planet back." Herzog said.

"The new soldiers of the reich. The ponies wont be willing to submit to this."

"Who says they will have to." Herzog said. "Besides, they will be forced to." He said.

"And what of this, Starlight pony. Does she know of this?" The man asked.

"No. But she will understand."

"She said that Equestria will be under her command. Is this also true?"

"No. Starlight has no more use in this, she already gave us the information we need on Equestria, and the door to get there." Herzog said.
"Like the rest of her kind she will be either indoctrinated or forced into labor like the rest of her kind."

"They will be forced to make the new war machines for Japan and The Reich?"

"Yes. Equestria is within our grasp, and within the next twenty years we will take Germany, and the world back with this new breed of soldiers." Herzog said. "Send word to the Japanese. We leave soon." Starlight backed away from the door and quickly ran towards her room.

"All I wanted was equality, what have I done. They lied to me. Forced me to give them a door to Equestria." She said. "I have to get home, warn somepony." She ran back into her room and packed her bags with all the records she had made with the Nazi's.

"Miss Starlight, is everything oka-"

"No, nothing is alright. Get everyone who has been taken from Equestria and get them to the portal. We have been used Valley."

"I'll get right on it Ma'am.' She quickly ran out of the room.

An hour goes by and no word from Valley. "Where is she." Starlight said, pacing around her room. The door opened, not Valley. Herzog walked into her room.

"Starlight." She quickly pointed a gun at him.

"Stay away from me!" She said.

"Starlight I don't understand." He said putting his hands up.

"You lied to me, lied to me! You used me to get to Equestria. You don't plan to help them, you want to enslave them!" She yelled. "Use mares to breed your........new soldiers!" Herzog's arms went down, he only stared at her with dead eyes.

"You were eavesdropping weren't you?" He said. "Yes, all you say is indeed true Starlight. You cant stop it from happening, no one can."
She pointed the gun at him and cocked it. Herzog, quickly smacked it out of the way and lunged towards her. Pinning her down he smacks her with a glass bottle. shattering it and knocking her out cold.

She later awoke. Tied to her bed, her fore hooves tied behind her back, her horn covered by a metal device, her flank it pointed in the air and her back legs have been spread and tied to the end of her bad. Her mouth had been gagged.

"I told you Starlight. You wont be able to do anything, to save yourself or the others. And you will be the first of many to breed the new generation of soldier." She saw his coat had been taken off. He walked behind her, she could hear his belt being taken off and see it thrown aside, She could feel Herzogs hands lift up her tail and pull it aside. Fear flooded over her and tears dripped down her face. Outside the door, valley could hear the grunting coming from Herzog, and Starlights, muffled cries and screams as she is forced through this horrible act. Valley simply slid into a corner and wept, as she hears Starlight muffled cries....waiting for it to end.

Author's Note

Sorry for the long wait.