Battle of the Foal Mountains

The Zeppelins slowly made their decent towards Ponyville, in the streets below crowds of Ponies were celebrating the return of their loved ones and the Victory achieved in Griffonstone. Ademar watched the Crowd gather below the Zeppelin, he could hear their cheering, their applause. The applause would soon end, he had to tell them how many were lost in the defense of Griffonstone. "How many are dead?" Ademar asked Twilight. She looked through the documents and sadly read through the list.

"One hundred and seven dead." She said. "A higher number of wounded."

"A memorial will be held for them." Ademar said. "Starting tomorrow." The Zeppelin came to a full stop, ground crews tied it down to anchors. Ademar and other Humans walked towards the loading ramp and out of the Zeppelin. Cheers and applause, followed by Camera's flashing lights, blinding Ademar a little, Soldiers helped breakup the crowd so they can pass. Soldiers unloaded from the Zeppelin and ran into the crowd, into the arms and hooves of loved ones.

After the crowd was cleared, Ademar could see the Ponies waiting eagerly and sadly for their loved ones. He knew all to well that the Ponies they were waiting for were among the dead or the ones who could no longer walk due to their gruesome injuries. From the Zeppelin, the wounded were carried out and set in wheel chairs.

Then the dead were taken out, their coffins being lined up in an orderly fashion and their names written on paper were set on top of their coffins to identify the deceased pony. He saw Rainbow Dash walk out of the Zeppelin. Her wing had some bandages around it, Fluttershy soon walked out with Pinkie pie happily following her out.

"Hey." Rainbow said. "So I guess your not the only Human now."

"Nope. I am as surprised as you are about it." He said. "A little over two hundred of them."

"Oh boy, that's gonna be a lot of welcome to Ponyville parties I have to do."

"You don't have to do that Pinkie." He said. "Though if there are children I suppose something fun to do would help them adapt to the new surroundings."

"I'll get right on it." She said before bouncing away towards the town.

"Hows your chest?" Fluttershy asked. Remembering the wound he had sustained from a Changeling spear.

"Its fine. It stopped hurting a while ago. Where are you both off to? He asked.

"I'm taking Rainbow home with me. Her wing needs tended to."

Rainbow grumbled. "I cant fly for a week..." She said with a frown.

"That is unfortunate." He said. "Will you be at the memorial tomorrow?"

"We wouldn't miss it." Fluttershy said. "See you tomorrow." She and Rainbow walked towards town. He could hear Rommel and the other soldiers walking off the Zeppelin.

"Our equipment is parked outside of Twilight's castle." He said. "Come, lets introduce you to the rest." The men made their way towards Twilight's castle. The zeppelin was slowly being pulled into a massive warehouse, next to it there were six other warehouses with four Zeppelins under construction. Behind them was the small Diamond dog and Pony ran arms factory, spewing out Rifles, Machine guns, and Cannons daily.

Though work has been delayed for a few hours due to the new work order of new weapons. Another small factory was being built next to it, possibly to help speed up the work load, due to diamond dog industry and equestrian magic they wont take to long. Once they reached the castle Ademar could see the few Tanks and several Half-tracks parked outside the castle.

A new town of tents was created among the vehicles, men, women, and children were among these tents, going in and out of them, walking into the town, many keeping to themselves. Flags were set up among several of the tents, most of these flags were at the much larger tents that could hold a large amount of people. The French flag, Russian, British, and American were above the tents, pointing out what nationality lived there.

"Ademar, this is lieutenant Albert Tombs. One of the African-American Pilots I mentioned." He said. "He and you have a history."

"We do?" Ademar asked.

"I was part of the 332d Expeditionary Operations Group of the Tuskegee Airmen." He said in a rather calm and cheerful voice. "I was part of a bombing escort when you, shot me and my wingman down." He said. "And you were in that." Albert said pointing towards the 262.

"I am sorry for the past events. But now we are here , in this world. Hopefully not as enemies." Ademar said.

"Your commander here has treated us well so far." He said. "Help treat my wingman's leg injury and for that he has my thanks. But its not me you Jerries have to worry about." He said. "That big Russian over there I hear needed an entire squad of SS to get him in chains." He pointed to the large, thin haired Russian man sitting in a tent talking to his comrades.

"Whats their history?" Ademar asked.

"They are part of a Russian tank division that was captured by SS forces." Rommel said. "They keep to themselves most of the time, and only one speaks English."

"The big one." Albert said.

"I need your help Albert." Rommel said. "Since your not a German I need you to talk to the soldiers of the other Countries and tell them to meet us in the castle. Can you do that?"

"I can see sir. But most of them don't trust Germans." He said. "But I'll try." He walks towards the camp.

"I'll go speak to my men. Where will you be later?" Rommel said.

"The Airstrip. I need to look over some of the planes." Ademar said.

"Good, I'll come fetch you when everyone is ready." He said. "Tschüss für heute" He walked into the camp. Ademar walked to the Airstrip.

***********

Chrysalis sat in her throne, awaiting the return of her soldier. Once they entered the main hall, she noticed their wounds and low heads. "Where is commander Mayfly?" She asked. The soldiers looked at each other in fear and sorrow.

"C-Captured, by the ponies my Queen.." n officer said shaking. "The siege on Griffonstone was a failure, we sustained heavy losses." Chrysalis simply looked at the officer, anger filled inside of her.

"Mayfly is gone then. And you have all failed me one AGAIN!" She yelled, causing the soldiers to quiver in fear. "All my work, all that I have done! Uniting the lesser hives under me, building up an arm to conquer these pesky Ponies only to have loss after loss!" She said.

"But my Queen, we have some news that may give us an edge over the ponies." He said.

"What could that be?" She said. "We already have our own cannons what else could you have?" After saying that, the guard placed an object wrapped in cloth on the ground. He unties the strings to reveal several Pony rifles and some of the cartridges.

"We now have their weapons now my Queen. I hope these will accommodate for failure." He said before bowing. Her scowl slowly faded. Using her magic, she picked up on of the rifles and looked it over.

"Take it apart, and start production at once!" She yelled. "Equip all of out soldiers with these weapons as soon as possible."

"Yes my queen. We will begin at once." He said. The weapons were picked back up and the Changelings quickly ran out of the main hall. Chrysalis again sat on her throne.

*************

Gnat payed close attention to Mayfly, she has said or done little since the battle. Pony doctors say she needs rest. She has bandages all over her horn, chest and legs. Gnat has bandages on his thigh due to the bullet wound he had sustained trying to save her. It was worth it, he thought. He couldn't let her perish on the field, she was to important to the Changelings, even though she didn't know it, she was important to Gnat as well. She began to stir, making her small cots springs squeak. "Mmm..where are we Gnat?" She said.

"We are in Ponyville ma'am. Inside their prison." He said. He saw her slowly, and shakily arise from the bed.

"My horn.." She said, rubbing her new stump.

"Gone, lost in the battle." Gnat said. "You must eat Mayfly. Regain your strength."

"There is no point, they would rather see us starve." She said. Pushing the food away.

"But you have to." He said walking towards her with the small bottle of liquid love. "You have to survive, your important to us changelings."

"Not as important as the Queen herself..." She grumbled.

"No, but your life is just as important as are everyone else in this camp. And It cant be wasted." He said. She looked at the small bottle once more.

".....Fine. I suppose eating will indeed help." She said. Gnat used his magic to pour the substance into a small spoon and floated it over to her. "I can do it myself you know." She said.

"No you cant. Until that horn grows back I will have to help you." He puts the spoon in her mouth. The cherry-ish flavored liquid made the cell smell rather pleasant. She swallowed the spoonful.

"You were a worker before your conscription correct?" She asked.

"I was. I took care of the crumbling buildings in the castle, checked on the amount of webbing needed to built hatching cocoons and repair walls." He said. "Sometimes I would be watching over the Hatchling's, making sure they have the amount love needed to survive, teach them basic problems, and keeping them out of trouble. And they are indeed fussy."

"All newborns are. We were once one of them." She said. "Accept in different hives."

"But we are all Changelings here. Our native hive doesn't matter anymore." He said. Mayfly pondered on this, he was right in a way. But they are still soldiers of Queen Chrysalis.

"Perhaps your right." She said lying down on her stomach. She could feel the blanket she used being placed on her by Gnat's magic.

"Thank you, Gnat." She said.

"Your welcome Mayfly." He said, he lied on his stomach facing her.

**********

Ademar tinkered with one of the Pony fighters ammunition feed, checking to see if it was working properly. The pilot had complained about it earlier when he was testing the fighter, a loose round was the problem for the jam. Once it was removed the belt began to operate normally again. "Is it working?" A Man said from behind him. Ademar turned to see Rommel in front of the small fighter.

"Yes, It'll be fine." Ademar said. He saw Rommel touch the wooden propeller

"I was once interested in aircraft, I once built a glider when I was fourteen, and considered working in a zeppelin factory in Germany." He said.

"What stopped you from doing that?" Ademar asked, exiting the fighter.

"My father was in the military before I was born. He said it would be better for me."

"I joined through my own wishes."

"They are awaiting us in the castle. Come, let us be quick." He said. Ademar quickly followed him.

"So what weapons have we decided to share with these Ponies?" Ademar asked.

"They have slowed production on the first generation rifles and are drawing out prototypes of our Gewehr 98's. They are working on their own designs for the Beretta 38 sub-machine guns as well as an MP40 and Mauser auto-pistol copy."

"There were Italians with you?" Ademar asked.

"No, we had their guns not their men." He said. "The Model 26 grenade is also being made by them, as well as Stalhelm helmets for infantry."

"What of armored vehicles?"

"The Princess is tinkering with combustion engines to help with her peoples means of travel. But yes, one of the Frenchmen with us drove a Renault FT before France fell. He thought, due to the Ponies size, would be a suitable design for them as well as some other Tankette, light Tank, and armored car models."

"What of artillery?"

"Also French is design. A copy of the Canon de 75 modele 1897s will be drawn out and worked on soon. As well as a trench fortifications and railroad cannon called a Fahrpanzer." Rommel said. They walk past one of the fifteen horses brought from Earth to Equestria. The Stallion is eating from a small pile of apples as other smaller ponies watch it curiously. They soon walk into the Castle and soon into the council room. There, the highest ranking personal among the other nations and of Rommels men were there with Pony officers and Generals.

"Welcome gentlemen." Twilight said. "How about I introduce you all to the others." She said.

"Go ahead." Ademar said.

"The Russian man over there is called commander Artyom Vadim of the Red army." She said. The large man simply nodded. "The British will be represented by Martin Hammond, first lieutenant serving in the British SOS."

"Sirs." The Englishmen said. "A pleasure to meet you sir Erwin." He nodded towards Rommel.

"Likewise." Rommel said.

"The French will be represented by madame Adelaide Lachapelle of the Orleans Resistance." She pointed towards the rather tall, yet striking women with dark brown hair.

"Mademoiselle, its nice to meet you." Ademar said.

"Je suis désolé, mais je ne suis pas couramment l'anglais." She said. "Mais je comprends un peu."

"She said she cant speak English." Albert said. "But does understand a little."

"You speak French?" Ademar asked.

"My daddy was from Louisiana, his parents spoke it and when the first world war started he volunteered to fight for the French." He said.

"My mama was a maid from from Paris."

"That can prove helpful. Can you tell Miss Adelaide I said hello." Ademar said.

"Sure. Ahem, L'Allemand a dit bonjour." He said in French.

"Bonjur." She replied.

"I just love this new dialect." Twilight said after writing down a few notes. "Anyways, you two are already familiar with Albert, so lets begin." In the center of the room the map of Equestria had a dot over where the Changeling capitol was located. "Chrysalis has moved her hive to a castle in the foal mountains here. The only way there is through caves or flying. But due to the high winds the caves are our only option." She said. "They are large enough to get troops and a few armored vehicles through."

"We can use the Nebelwerfer to punch a sizable hole into the castle." Ademar said. "Mortars can provide support to the infantry."

"Our tanks and armored carriers can advance with troops following in formation behind them until we reach the hole." Rommel said.

"The Changelings will swarm over us unless we have something to hold them back." Ademar said.

"Heavy Machine gun combined with small arms fire should suffice." Twilight replied.

"What if we had a few Flamethrowers?" Albert asked. "Think those could work?"

"Yes but we don't have any." Artyom said.

"But we could make some." Ademar said. "Twilight, would you be able to help?"

"Well of course. I just need a short description and how it works." She said. "I could have one up and running by tonight. How many will you need?"

"Several. About twelve maybe ten." Rommel said. "They don't have to be fancy they just need to work."

"Once we are inside we need to capture the Queen and force her to surrender." Ademar said. "Ending it quickly."

"Hopefully we can all get along that is." Rommel said.

"I'm still with you two." Albert said. "Though, I bet them white boys ain't gonna like taking orders from me."

"They will have to get used to it. In times such as this the color of a mans skin doesn't matter." Ademar said.

"Why should my men listen to a German of all people." Artyom said. "Your kind has done nothing but lead to the deaths of millions of men, women, and children. I wouldn't dare take orders from one of you and neither will my men."

"This Jerry isn't like the others you have met Russian." Hammond said stepping in. "He defied Hitlers orders to execute my fellow Commandos in Africa, refused to kill the Jews, gave mercy to his prisoners unlike the other sadistic monsters in the Reich." He said. "And he is the highest ranking man in this town, because of the mercy he had offered us I will gladly follow him into this fight. We ask you for aid sir, please....will you offer it?" Hammond Said. After a few minutes of silence Artyom sighed loudly.

"My men and I will aid you in this fight, sir." He said grudgingly.

"Thank you." Rommel said to him. "In two days our combined force will leave Ponyville and make our way towards the foal mountains and to Chrysalis."

"That will give us time to prepare." Ademar said. "To arm the seventy-seven soldiers and the Ponies who aren't severely wounded."

"And how many is that?" Albert asked.

"Lets see. We lost one hundred and seven out of five hundred in the siege, fifty three severely wounded, and the rest had minor injuries so that's about...subtract the wounded....three hundred and forty able bodied Ponies still fit for combat." She said. "Some did get minor injuries but I will ask them tomorrow, if they are willing to come." She said.

"Everyone get your rest, tomorrow prepare your men and then we march in two days." Rommel said. All the Humans and Ponies exited the room.

*********

Valley watched as Herzog walked out of Starlight's room, adjusting his tie and suit. When he was far enough away she entered the room to find Starlight, lying on her bed, flank and marehood exposed and red, ropes were untied and lying on the flood next to the bed, she could hear Starlight's faint cries. "Starlight?" She said. The Unicorn only turned her head in response to her only friend, tears covering her face. "Lets get out of this horrible place." She said helping Starlight up and off the bed.

"H-how...how are we supposed to do that?" She said. "There are guards everywhere, Where are the others?"

"Waiting for us in the warehouse, we have to move now!" Valley said to her. The ponies made their way towards a vent large enough for them both. Once the cover was removed they quickly and quietly trotted through the bases vent.

Once they reached the exit gunfire broke through the silence. "What are they shooting at?" Starlight asked.

"I don't know, its sounds like its coming from-"

"The Warehouse!" Starlight said. The two exited the grate and quickly ran towards the parked tanks and quickly crawled under them. Soldiers were all around them, marching, carrying boxes of ammunition and firearms, tools, food, medical supplies, ext. Starlight then saw the massive stockpile of V-2 and V-1 Rockets on trailers ready to be shipped to Equestria. Fighter planes were on trailers, their wings folded upward.

"Where do they plan on taking all this?" Valley asked.

"The Solar islands in the Celestial sea, thats where the Japanese and SS forces will regroup and attack Equestria."

"By sea?" She asked.

"Yes, the Japanese have been stockpiling their steel and their smaller freighters, arming them for war." She told her. "Recently SS spies were able to find out about a bulletproof substance called Pykrete. They will use it to build their smaller ships and their aircraft carriers to save up on steel needed to make the H-Class battleship and several other large ships." The guards passed them.

"Move!" Valley said quietly. They ran passed the unaware SS guards and into the backdoor of the warehouse, once inside they found the origins of the gunfire. "No..." Valley said, her voice trembling. Starlight looked, and in the center of the room were all the Ponies, Griffons, and the Few Diamond Dogs she had brought from Equestria, all dead. Slaughtered by the SS guards.

"We...we cant do anything for them Valley, we have to go now." Starlight said as she powered up a small pylon. "This should take us to the island, from there we will have to make our way to the mainland." She said.

The small device made a whirling sound and then a flash of blue light blinded her and Valley. Within seconds they were on the Island, already the SS were building their base of operations. Floodlights and the sounds of men barking orders in both Japanese and German were heard. "Look down there." Starlight said as she pointed toward a small dock with several armed patrol boats docked at it. The two ponies ran quickly and quietly toward the boats, jumping in the closest one to them. Starlight started up the boat and drove it out of the dock and towards Equestria. "Get some rest Valley, Equestria is quite the distance from here." She said. Valley then sat at the front of the boat and looked onward towards the direction Equestria was. "I hope we can warn them in time..." Starlight said.

************

Ademar takes off his hat, he sees Rommel and several others do the same. He stands upon a recently built, wooden stage overlooking the many Ponies that had come to the memorial in respect for their fallen family and friends, cries can be heard from the crowd. A line of six ponies stands behind him with their rifles ready. "Fillies and Gentlecolts, I am glad i could attend this memorial for the brave Mares and Stallions who sacrificed themselves to protect my people from the swarms of the Changelings." King Gordon said. "And to help the families of those who lost somepony, I will gladly donate one hundred gold pieces each from my own treasury to each family." He said. Receiving applause from many of the Ponies. "To end this war against us I will send eighty of my soldiers to aid in the assault in the foal mountains led by my nephew Duke Gwalhir. These Griffs are armed with the weapons your Princess has shared with us." He said. "I am honored to be here my friends, to honor these brave Ponies." He received applause and cheers from the crowd, he walked over to his seat and sat next to Gwin. Ademar walked towards the stand.

"Ladies and Gentlcolts. Today is a day for remembrance and mourning for those we lost. And I remember all of them, their names, their faces, and how they left us." He said sadly. "But I remember the bravery, the strength these Ponies showed on the field. I was never an infantrymen, this was my first ground engagement and....I was as terrified as they were when that swarm blocked out the very sun itself." Ademar said. " Let us all stand, and salute these fallen Ponies."

"Tomorrow we will march on Chrysalis, and I have no right to ask this. But those Ponies who want to fight for their fallen friends, to avenge them. I know you all just got home, you want to see your families, your loved ones, to see your children grow....we must now, take this fight to the Changelings!" He said. Several Ponies shifted, others slowly began to stand.

"Lets go get those damned bugs!" One said. Several others agreed with him.

"We have to stop them before they come to us!" A Mare soldier said. Even more agreed with her, several Ponies stood up and agreed.

"Tomorrow we march, but tonight be with your families." He said. Ponies began to carry the caskets towards the several freshly dug graves. Ademar stood silent as the Ponies passed. The crowd stood and many saluted their fallen friends. Once they were all over the graves both Human and Pony slowly and gently lowered them into the holes, a trumpeter slowly played as they were lowered.

Ademar turned and looked at the six rifle ponies, and shouted a command. The six ponies cocked their weapons, aimed, and fired. Some Ponies in the crowd jumped at the sound of the shots and a foal cried at the sound. Ponies began to leave as the coffins were in the graves, some stayed and helped with the burial. Ademar watched for a bit but soon left for the factory to inspect the weapons.

When he reached the factory he saw Ponies and Diamond Dogs hard at work on the weapons. He saw Pebbles, the blacksmith Twilight had hired to make weapons, ordering around some of the workers. "Ah Ademar, good to see you." He said.

"Likewise, Twilight said you had some prototypes finished." Ademar said.

"Yes I do. The other Humans have helped out quite a bit due to their knowledge on these weapons."

"Did the Frenchmen talk to you about the tanks?"

"He did. My workers are already working on it as well as the new artillery. A Prototype should be complete in the next day or two." He said.

"The Fahrpanzers should take less time an the first prototype should be ready tonight. We have to test its capability, its toughness, and move it along a railroad track."

"That is good." Pebbles leads him to a table with the new weapons set on the table, A New bolt-action rifle, the MP40 and Beretta copy, with the mauser auto-pistol copy all designed for Ponies.

"The rifles take the same caliber as the first gen rifles but uses a metal casing instead of paper." Pebbles said. "And the SMG'S and pistol take 9mm rounds." Ademar picked up one of the rifles, loaded it from the top with a stripper clip, cocked, and fired the entire clip.

"Works well." He picks up the Beretta copy and fires at the target with it. He picks up the MP40 copy and fires it. "They all seem to work well." He picks up the last, the Auto-Pistol, and fires it. "They all work great. How many rifles will be done by tomorrow?"

"Well, if my night shift picks up their pace we could arm all of the soldiers with the new weapons." He says. "The SMG's as well."
"Good. We need them by tomorrow." He said.

"I'll see what I can do." Pebbles said. "Good night sir." Ademar walked out of the factory and continued to walk towards the castle.

The next day. Ponies were already waiting outside preparing, already armed with the new rifles and SMG's, some wearing the new helmets but most continued to wear their original kepis and hats. Human soldiers were among them, all the German soldiers were in their standard uniforms checking their ammunition and grenades. The foreign soldiers were in their uniforms or the cloths they came here wearing, wearing Stahlhelm's and using German weapons. "Everyone is all set to leave." Rommel said. "All the half-tracks, the Three Tigers, the Mobelwagen, Kettenkrads, and the panzerjager are all fuel'd and ready to go."

"What will be our main attack?" Ademar asked.

"Our Nebelwerfer will hit the castle, hopefully scattering them. It will continue to give fire support along with our mortars until we get close enough to the walls." He said. "The Mobelwagon will provide Anti-air support while we advance in a column formation behind the tanks, Panzerjager, and half-tracks. Once we are through the walls we will continue to the main keep. Out Tanks and Panzerjager will blow the gates down and out troops will move in."

"Did Twilight finish the Flamethrowers?"

"Yes, she was able to quickly make seven." He said. The Flamethrowers are operated by two Ponies or two Humans. One would push the small cart that the fuel tanks were on and the second user would use the main piece of the flamethrower. It was a long metal tube of about three or four feet, a trigger was near the end of it.

"They will do. Are we all ready to go?"

"Yes. Lets mount up." Rommel said. He and Ademar climbed onto the lead tank, as soon as it started the sounds of engines from the other vehicles started up. The sound of the several vehicles humming all at once was almost blocked out the cheers of the hundreds of Ponies. Humans and Ponies loaded into the Half-tracks and few trucks and lined up. Rommel raised his arm and signaled the vehicles to begin their march towards the foal mountains. "We should be there before dusk." He said.

"Good, lets end this. " Ademar said. The vehicles continued onward. In the crowd, a suspicious Pony quickly ran into the forest undetected,

**********

A Changeling quickly ran into the throne room of Chrysalis. "My queen!" He yelled. "I bring important information you must know!" She turned to face the Changeling.

"What is it drone?" She said.

"They are coming, hundreds of them. From Ponyville, they ride inside massive metal monsters that shake the earth itself when they move." He said.

"Metal monsters you say?" She asked. "How many?"

"At least a few dozen, maybe more." He said panting. "They have different weapons than before, as soon as I saw this I flew here as fast as I could."

"And its good you did." She said. "Let us show them their mistake in coming here." She said walking towards her adviser. "How many weapons have been created?"

"A Thousand M'lady, many more still being produced quickly." He said. "We have at least thirty cannons ready for battle."

"Good, place the cannons in the towers large enough for them. We will have a firing advantage from there." She said. "Set them along the ridge as well, the remaining catapults we have need to ready as soon as possible. Send all our drones to the weapons factory at once, even the love workers and hatchling caretakers!" She yelled. "We need to arm all of our soldiers with those weapons as soon as possible!" The Drones and her adviser quickly ran from the main hall and into the courtyard. Soon the whole hive was in a frenzy of work and preparation for the ponies arrival, several drones and soldiers flew up towards one of the towers, ropes in their mouths as they carried the cannon below them. Once it was at the tower it was placed upon a small turntable, originally designed for catapults, to rotate it easily. "We will show them our full power once they exit the caves...once they have been wiped out its onto Ponyville next, then Canterlot." She said, looking down into the castle courtyard.

********

The lead Tiger loudly drove into the massive cave system and passed the Diamond Dog statues carved centuries ago that marked the caves entrance, followed by the few tanks, several Half-tracks, Kettenkrads, and few trucks, all carrying Pony and Human soldiers. The ground in the caves wasn't just solid rock, it was an ancient road build possibly hundreds of years ago made from hundreds of bricks that still have their red color. The sound of the several engines echoed through the caves drowning out any other sound. Ademar still sat on the lead tank with Rommel. "How long do you think we will be in here?" Ademar asked him. Rommel, who was looking over a map of the tunnels, stopped reading it.

"If we keep following the road we will get there in an hour." He said. "Unless they cut us off."

"They would no doubt regret that choice." Ademar said. The cave began to get even darker.

"We wont get there if we cant see." Rommel said. He ordered several soldiers to walk in front of the tank with their flashlights, illuminating the tunnel. The column continued forward. After a few minutes the column was stopped again.

"Was jetzt!?(What now!?)" A Tank commander yelled.

"Der Tunnel ist blockiert!(The tunnel is blocked!)" Ademar yelled to him. In front of the column the soldiers with flashlights stopped and shined their lights onto a massive wall of white silk that was blocking the cave. One of the soldiers stuck his hand on it and it soon became stuck. He was able to quickly tear his hand from the sticky silk.

"Spinnweben?" The soldier said as he moved the silk around in his hands.

"Never seen spider webs that big before." Albert said.

"Its preventing us from moving forward." Ademar said.

"Bereit die flammenwerfer." Rommel said. Quickly one of the flamethrowers was moved towards the webs. A Pony pushed the cart the fuel tanks were on while a German held the tube in his hands. The German moved some gears and tested the flamethrower. Once he pulled the trigger a small stream of fire came out, he turned another gear and fired again, this time the stream was longer. He pointed the tube towards the silk and unleashed a stream of fire upon it.

The webs quickly burned and melted from the cave wall, leading into a massive cavern large enough for almost all of the vehicles. The old road became obscured by the several webs dotted along the ceiling, walls, and ground. Large funnel like tunnels along the walls and a few on the floor. Several egg sacks were hanging from the ceiling while other eggs that were a yellow color were in small piles on the ground or attatched to the several ancient and new Diamond Dog, Pony, and Griffon skeletons that dotted the ground.

"This doesn't look good." Ademar said.

"What kind of creature can do this?" Rommel said.

"Cave spiders." Gwalhir said. "Not just one but several, led by a queen, and we just stumbled upon her nest." He said. A loud and echoing hiss could be heard throughout the cavern. Soldiers readied their weapons. "She knows we are here."

"We need to get moving now!" Albert said.

"We can get all the tanks through all at once." Ademar said.

"We need to burn the rest of the webs, perhaps one will reveal an exit!" Rommel said. He yelled a command at the Flamethrower team to burn the rest of the webs and the eggs. They did so quickly. The flames burnt through the webs with quick ease, once the flames hit the eggs they started to hiss and squeal, thousands of baby spiders came out of them and they tried to flee to safety but the flames were to much for them.

A scream was heard from one of the German soldiers, a massive spider, as large as a pony fell upon him, pinning him down with its weight as it tried to bite him, he used his rifle to hold its mouth back. Another soldier ran towards the spider and jammed his bayonet into its side, the spider squealed and hissed, a thick green blood came from the wound, another soldier unloaded an entire clip from his MP40 into the spiders head causing its several eyes and face to explode into a mess of green gore.

"Hier drüben!" A Soldier yelled. The flamethrower team had found an opening with light at the end of the cave.

"Go!" Ademar yelled. Soldiers on the ground ran towards the tunnel exit followed by the other vehicles. The lead tiger ran over the spiders corpse making a loud crunching sound under its treads.

Once the lead Tiger was out of the cave Ademar looked back at the cave, the flamethrower teams aimed at the cave and were ready to hold the spiders back. He looked at the massive old castle in the distance. He saw black dots swarming around it. "This is it." Gwalhir said. "The hive."

"It will take some time for the rest of our tanks to get out." Ademar said. "Is the Nebelwerfer out?"

"Yes." Albert said.

"Get it ready." He said. The soldiers began to ready their weapons and equipment, the Nebelwerfer was unhooked from the half-track and they aimed it at the keep. The soldiers then loaded its rockets and the tanks that are already out have begun to line up and so have the half-tracks. As soon as the last half-track was out of the cave a combination or heavy machine gun, small arms, and flamethrower fire went into the cave, the sounds of hundreds of spiders hissing and screaming could be heard from the cave. One spider quickly scurried out and passed the soldiers, flames covering it from to to bottom. It was soon finished by a soldier holding an Stg44.

*********

Chrysalis could see the Ponies and the strange race in their armored contraptions pour out of the cave. "Are the cannons ready?" She asked one of her commanders.

"Yes my queen, our Riflemen are along the walls and ready as well and the catapults are ready." He told her.

"Good, these poor fools have no idea what awaits them here." She saw the strange beings load a multi-barreled cannon and quickly run for cover behind one of the metal monsters. "What kind of cannon is that supposed to be?" She asked. She looked at one of her generals who simply shrugged. An animal like howl could be heard come from the cannon, then an explosion rocked the castle.

*************

"Feuer!" A soldier yelled. From behind the cover, he fired the Nebelwerfer. The terrifying shrilling and howling like noise from the rockets caused many Ponies and the few Griffons to jump back after hearing the terrifying sound. Columns of smoke trailed behind the rockets as they collided with the castle walls, sending stone flying across the city. The hive was in total chaos at this point, all Changelings were swarming around the castle now. Mortar crews began to fire upon the keep and the Nebelwerfer was loaded once again and another salvo was fired at the castle. The tanks and half-tracks lined up and the columns of Ponies, Griffons, and Humans formed behind them. Rommel raised his arm signaling the advance.

The lead Tiger, followed by the others, fired at the keep and walls. The half-tracks fired their machine guns into the oncoming swarm. Cannon and catapult fire was fired from the towers and walls, one of the balls hit one of the Panzer II's and simply left a small dent. The flaming debris simply bounced off the tanks armor and left little damage, only a few scratches.

Once the horde was close enough the flamethrower teams fired streams of fire into the swarm, causing it to split apart and cause several changelings to be engulfed by the flames. Small arms fire from the soldiers behind the tanks fired into the swarm, the tanks began to fire on the walls once again causing it to shatter quickly.

Gunfire came from the same walls, like the cannons, the bullets left behind a green vapor when fired. The bullets pinged against the tanks armor and the helmets of some German soldiers, Rommel ducked inside of the tank and placed a Helmet on his head. The wall was already becoming a pile of rubble when the lead tiger rolled over it. The soldiers broke formation and fired at the Changelings, a Tiger fired at one of the main towers and caused it to fall over with the cannons and soldiers on top.

Ademar climbed off the tank holding an MP40 in his hand, they watched one of the tigers become a massive battering ram and collide with the keeps gate house, causing it to crack a little before it was fired on by its cannon. After a hole was punched into the keep the soldiers quickly rushed in, guns drawn and ready for close quarters combat in necessary.

The soldiers split into four main groups, one group led by Ademar and Rommel will find the queen and force her to surrender, another led by Artyom will handle the changelings on the walls, Albert's group will handle the lower levels of the hive, while the last led by Hammond will continue fighting outside.

The castle was ancient, dust and other debris shook from the castle as the rockets continued to batter its foundation, old statues of Diamond Dogs marked the hallways and so did ancient tapestries that marked the hallways. Ademar and his men pushed open a massive wooden door that opened up to the main hall. All seemed to quite, save the gunfire outside and their own footsteps echoing in the halls. "This must be the throne room." A Soldier said.

"Meaning she must be close." Ademar said. A small radio starts to buzz on a soldiers back, Ademar walked over to it.

"Ademar, we found the hives hatchery. What should we do?"

"Keep it secured. We can use it as our advantage." Rommel said. A Bullet fired by a Changeling rifle pinged off of Ademars helmet and sent the bullet clattering to the ground.

"Runter!(Get Down!)" A Soldier yelled. The soldiers and few pony soldiers fled behind columns to escape the gunfire coming from the several Changelings behind the throne.

"Kill them!" A Changeling shouted, Ademar looked from behind cover to see a Changeling clad in green armor with long blue hair coming from under a helmet.

"There's the queen!" Ademar shouted. "We need her alive!"

"That'll be a bit difficult given our current situation!" Gwalhir yelled from behind cover. Ademar grabbed a grenade from a nearby soldiers belt, a soldier across the hall did the same. He unscrewed the bottom and pulled the small porcelain ball. Once it cracked he threw it at the Changelings and so did the second soldier.

"Granate!" Ademar shouted. Once he threw it he and the other soldiers ducked. Once the grenades hit the ground in front of the changelings they simply stopped firing and looked down at the strange devices. The grenades exploded sending shards of stone and metal flying through the room, when they looked out of cover they saw the dead Changeling guards. But not the Queen. "She must have fled. Finde sie!" The soldiers scattered around the hall, from behind the throne Ademar saw a staircase leading up. "This way." They walked up the tower steps.

Once they reached the top of the tower they saw a bedroom, a small Chrystal ball, and several books and scrolls in a bookshelf. A green beam of magic shot out from the Darkness the struck a man in the side, he screamed in pain as he collapsed to the floor clutching his wound. All guns were aimed at the corner. A set of piercing green eyes shinned from the darkness, soon a green illumination silhouetting her horn, several weapons floated around the changeling queen. "Lower your weapons or risk your hives extinction!" Ademar said to her. She raised the weapons higher.

"What are you talking about Human?" She said.

"Our soldiers are in your hatchery. They await my command to destroy all unhatched eggs." He said. He could see concern and anger in the Queens face.

"You lie!" She said. "You couldn't have found it!"

"We did. Our flamethrower teams are already there." He said. "We saw how effective fire was against unhatched spider eggs. They came out screaming and popping like heated kernels of heated corn." Ademar said darkly. Several Ponies stared at him in shock. "I wonder if unhatched Changelings would do the same." Chrysalis, as well as a few Ponies and even Gwalhir, stared at him wide eyed with some mouths gaped open in shock. Chrysalis dropped her weapons and lowered her head.

"I will tell my soldiers to stand down. Just don't hurt them." She said.

"Act on our terms and they won't be harmed." Ademar said. Two Humans escorted the Queen out of the chambers and outside. Once in the courtyard she ordered her soldiers to surrender their weapons. In minutes the Changelings lined up and set their weapons in piles in between two tanks, Human, Pony, and Griffon soldiers watched as the changelings surrendered their weapons. Ademar walked towards the lead tank.

"How many were lost?"

"Ponies lost seventeen, Griffons lost eleven, we lost one." Rommel said. "A Zeppelin is on its way to retrieve the queen and take her to Canterlot."

"Good." He said. rommel looked at him.

"One of the Ponies told me what you said. Did you mean it?"

"Of course not. I said what I needed to say and what I said just ended a war." Ademar said. "We aren't the monsters the Reich wanted us to become."

***********

Starlight layed on the deck of the small gunboat, little did she realize the boat was low on fuel and low supplies. She and Valley were now drifting in the solar sea somewhere in between Equestria and Griffonia. She was thirsty, Tired, and Hungry. No food or water aboard the ship, she just layed next to Valley quietly. A Horn broke the silence, a ships horn. The shadow of a ship covered her. Starlight weakly looked up at the ship, the flag of Equestria waving from it. A well dressed pony, followed by his escort, boarded the small boat. He looked down at her. "Starlight Glimmer." He said. "You and your accomplice await trial for your actions in Equestria. Because of what you did to the Ponies of OurTown." She looked up at him.

"The Princess, will she attend?"

"Yes." He replied.

"Take me to here...I need to warn her and all of Equestria of whats to come."

"And what is coming Starlight?" The Captain asked.

"An invasion..." She said.