The Invasion.

Twilight, followed by Ademar and Rommel exited the Zeppelin and onto Canterot's recently built Airfield. It was a bit larger than Ponyville's and the Zeppelin hangars are being built into the mountain, but construction is still in progress. "Inform us, who is this...Starlight Glimmer?" Ademar asked Twilight.

"Shes a powerful Unicorn the girls and I ran into a year back." Twilight said. "She used her magic to take off cutie marks and force ponies to do her bidding in this strange indoctrinated state. Mainly out of fear."

"That sounds strangely familiar." Rommel commented. "What did she have to say?"

"I don't know. Once she heard about the other Humans here she wouldn't speak unless they were present."

"What of the Pony she was found with?" Ademar asked.

"Valley was sent home to Trottingham last night. The poor girl." They walk past several planes and a new Tankette prototype being looked over by several Pony and one Human Engineer. A armored car Prototype roughly based off an English design, a Rolls-Royce model, putted across the field before stalling and causing white smoke to come from the engine, causing the driver and other occupants to angrily get out and see whats wrong. Inside the castle several higher ranking members of the Equestrian army and the Griffon army were chatting and discussing over political and past battles Ademar had little interest in at the moment.

"You say she was found in a boat?" Ademar asked.

"Yes. The boat had Human weapons on it and there were several small documents all in German in the boat." She said.

"How would she have acquired such things?" Rommel said.

"Perhaps she'll tell us." Twilight replied. The three soon walk into Celestia's personal quarters. In there they see Celestia, Luna, King Gordon, and Starlight, who was in shackles, sitting at a table. When she saw Twilight she frowned sadly. Twilight sat in front of Starlight while Ademar and Rommel stood next to Celestia and Luna.

"Hello Twilight..." She said sadly. "Its, nice to see you."

"What do you want Starlight. What is it you need to tell us?" Twilight said. Starlight sighed heavily.

"Its all my fault, I gave them the key to Equestria and now they are coming." She said sadly.

"Who is coming?" Celestia asked. She looked up and pointed at Ademar and Rommel.

"Their kind." She said. "Hundreds of them coming here with their armies and weapons. Coming to rebuild their army and create a race of super soldiers from cross breeding with us." Rommel walked over to the table.

"How many?" He asked.

"Whats left of the 3rd through 8th SS-Divisions. Assets from the 11th, 13th, 14th, 16th, 17th, 18th, 19th, 21st, 22nd, 29th Italia, 32nd, and the 33rd Charlemagne are the highest numbers. Assets from the rest, well whats left of them have regrouped and joined them." She said. "And an unknown number of Japanese soldiers."

"How did you give them the keys to Equestria?" Ademar asked.

"I told them everything, the Princesses, our weaknesses, our strengths, they know it all."

"And because of you Equestria and our neighbors will face extinction at the hands of a powerful and more advanced species!" Luna said to her. "Sister what are we to do with her?"

"I know where they will be landing Princess and what there are bringing with them." Starlight said. "I have done horrible things Princess, I did these things for equality in this world. I thought they would help me but...They simply used me. I will give you what information I have."

"Where is the landing zone based?" Rommel asked.

"The Solar islands. They already have a massive Anti-Air and Anti-Ship defense already set up, they are quickly mass producing ships from Pycrete, mainly landing ships and small freighters."

"Our weapons will give us the advantage, but our aircraft out all but useless against their fighters."

"Then we'll have to upgrade then." Twilight said. "I can get to work as soon as we get back to the castle."

"Twilight, I know this sounds like a terrible idea to you but....can I help you with this?" Starlight asked.

"Why on Equus would I want your help. Your the reason their here!" Twilight yelled.

"Starlights ears drooped. "I know, and I want to do all in my power to help you fight them back." She said.

"If shes as smart as she says she is, perhaps she can aid us." Ademar said to Twilight. She hummed.

"Fine. I suppose you can help, but I don't want you out of my sight." She said. "Princesses, we'll be returning home."

"Alright Twilight, I'll inform the rest of Equestria. We may have to issue a draft." Celestia said.

"What of the Solar Islands." Luna asked.

"I'll lead a force to try and take it." Gordon said. "I've seen the weaponry that your Human friends brought to use, if there are weapons that art ten times that and all pointed at us...Well we cant let them reach us." He said. "Princesses." He bowed and left the room.

"Lets go Starlight." Ademar said.

"Your last name is Rienheart correct?" Starlight asked.

"What of it?" He replied.

"While working with the Germans I met someone with your last name, serving in the 3rd SS Division. His name was Klaus Rienheart. Do you know him."

"Where did you last see him?" He asked.

"A day before I left, why?" She asked. Ademar sighed heavily.

"Klaus is my younger brother. I hoped he wasn't caught up in all this." He said.

**********

Herzog sat at his desk looking over the several documents Starlight had left about Equestria. Someone knocked at his door. "Come in." He said. A Young officer wearing an all black uniform, he removed his hat and looked at Herzog.

"Commander, I have rather unfortunate news ." He said.

"Out with it." Herzog said still buried in his notes.

"Berlin has Fallen." He said, Herzog stopped what he was doing and looked at the man. "The Russians have destroyed the entire first and second divisions. Hitler is gone, dead or missing. We do not know." Herzog stood up.

"Who is highest ranking in the camp?" He asked.

"Um sir. You are." He said. Herzog stared at him blankly. "We are waiting for your commands." The man saluted Herzog.

"Send a message to the Japanese." He said. "Its about time we leave this world." After his orders were given, the young officer marched out of Herzogs office and began to yell orders to the men waiting outside. Within minutes the entire camp was in an uproar, soldiers yelling at each other and the sounds of engines from tanks and cars started up, almost drowning out the yells. Herzog quickly gathered up all of Starlight's files into a briefcase as well as his own.

He grabbed anything else that was important and let the items of lesser value and left the room. He walked down the wooden steps and onto the grass, a soldier equipped with a flamethrower walked towards him. "Burn Everything." He said to the soldier. The man nodded and walked into the building, his flamethrower shot streams of fire into the building and it was soon set ablaze.

Other buildings were set on fire to cover their tracks. Important documents, prototype concepts, ext. had to be saved, anything of lesser value was burned. He walked towards the large metal portal, in front of it were all the soldiers and supplies going through. He climbed into a car and set his bag beside him. "
"Open the portal." He said to a soldier.

"Öffnen Sie das Portal!" He yelled. Quickly the blue swirling mass of magic opened up, Herzog's car was the first to drive through, followed by the soldiers.

******

"Who is he?" Ademar said, looking at Rommel. "Who is Herzog?"

"I know little on him, he fought in the first world war and was a huge supporter of the Reich. Some say he even pulled the strings and Hitler was merely a puppet." He said. "His birth date is unknown and so is country of origin. All I know is that he is in his late 50s maybe early 60s."

"He looks younger." Ademar said, looking at the only picture Starlight was able to give him.

"I know, the biggest rumor is his supposed involvement in the group called the Black Hand. Ever heard of them?"

"They were responsible for killing Austria's Archduke Franz Ferdinand in 1914. There for starting the First world war."

"Yes. The rumors say he was the founder of the group, posing as either a Serb or Croat and founding the group soon after."

"If...these rumors are true, that means he started the first world war." Ademar said.

"Maybe." Rommel said. "How will we get the ponies ready for the invasion?"

"The Aircraft we made for them wont due. They are to slow compared to the German and Japanese aircraft." Ademar said. "We'll need to upgrade and fast."

"We'll have a chance with the anti-air we have." Hammond Said.

"What of our tanks?" Artyom said. "Light tanks and Tankettes wont do much."

"The Polish had a few models of Tankettes that had twenty millimeter cannons on them for anti-armor purposes. We don't need heavy or even medium tanks to beat them back." Rommel said. "The TKS model I believe."

"That's one of the proposed prototypes given to the Ponies by Artyom." Hammond Said. "As well as a few Italian and Russian models."

"A Force of armored cars with Light tanks and Tankettes for support could drive off a Tiger, but they'll need better weapons." Rommel said. Ademar stared silently at the Zeppelins.

"You have an idea Ademar?" Hammond asked.

"I do. Perhaps we could use the Zeppelins to counter their air units as well as ground units."

"How?" Twilight asked.

"They wont suspect the Zeppelin to have magic shields. Their rounds will bounce off it, I propose a quick upgrade the amount of guns on the Zeppelin and add light anti-air cannons to it." He said.

"Good idea." Twilight said.

"We'll have to get this done and fast. All laborers should be Unicorns for this job." Hammond said. Outside of Canterlot a large force of Griffons flies east towards the Griffon Kingdom, one zeppelin flies behind them full of weapons and supplies for the new Griffon army.

"Think they'll stop them?" Artyom said.

"Stop them. No, but they will buy us time." Rommel said.

"If they come by sea I would suggest coastal artillery along the shoreline and in cities." Hammond said. "Anti-Air weapons as well."

"Our current artillery wont do much against larger ships like Battleships or Aircraft carriers, but against small transports they will do." Ademar said. The group walks down the streets of Canterlot, several Ponies pass them smiling and chatting away.

"Celestia had the idea of making a type of heavy infantry units." Twilight said. "And giving the Regiments from Manehattan, Cloudsdale, Phillydelphia, and Los Pegasus their own distinct uniforms."

"Like armored infantry?" Ademar asks. "Like your old military."

"Something like that yes, bullet proof armor and helmet, fire retardant boots and coat, and a gas mask." She said. "A unicorn to be precise, a soldier that can use multiple weapons at one including a shield."

"A Sturmtruppen then." Rommel said.

"Somewhat." Twilight replied. "Lets get home, we've got a lot of work to do."

"Agreed." Ademar said.

******

Herzog quietly walked down the beach of the island, the sounds of hundreds of German and Japanese soldiers chatting around the large camp. Small Pycrete ships, both landing ships and other transports with few metal parts were being constructed along the beach. He looks up into the air at the strange clouds this planet has. In the distance a large, grey cloud, moving fast towards the island. He stops and looks at it longer, he notices hundreds of tiny dots in the cloud. He takes a small pair of binoculars off his belt and looks through them, through the glass he can see hundreds of Griffons, armed with modern weapons, swords, spears, bows, and crossbows flying towards the island.

He pulls out his pistol and fires it into the air, atracting the attention of several soldiers. "We are under attack ! Everyone to arms!" The other soldiers look into the air and see the massive Griffon swarm heading their direction, the island is soon. Once they were close enough the Griffons unleashed a hail of gunfire and arrows upon the human forces. Arrows and bullets pinged off the armor of tanks and planes, several humans are caught in the barrage and lie dead of wounded on the ground with arrows and bullets stuck in them.

The soldiers on the ground returned fire with pistols, SMG's, and rifles. Several Griffons who were hit by the fire fell from the sky and onto the hard ground or in the water. Some began to land around the human encampment. Gordon and Gwaihir fly side by side, Gordon clad in his royal armor wielding a sword and pistol while Gwaihir is armed in something similar but has a Pony SMG.

"Is this it? Is this the Human threat we were warned about?" Gordon said. "Come Gwaihir, lets greet these pink skinned apes." He screeched loudly and flew towards the Human forces followed by his personal guard. He landed on the ground next to a few Griffons and fired his pistol, one of his personal guard, wielding a Pony MG with a large drum magazine, landed beside him and fired at the Human soldiers. In the distance Gwalihir could see several humans running out of a warehouse with heavy machine-guns and two larger contraptions carts. One had four barrels while the other had three. Another guard was using his sword to swing at a human, who used his rifle to block the Griffons assault.

The Humans stopped pushing the large weapons and mounted them. Several booms, like a cannon but only quicker shot from the guns and into the swarm of Griffons. They exploded into clouds of red almost instantly when the rounds hit them, sending bits and pieces of them to the ground followed by their weapons and mangled pieces of armor. Gwaihir quickly flew towards the king. "Uncle, we must leave!" He said pleading. "Their weapons are tearing us apart!"

"We must take those blasted things out if our troops are to land. We have the air and they don't!" He said. A Loud and heavy groaning was heard from behind the warehouse, from behind it a massive metal construct drove from behind it. In its front a machine-gun fired at the Griffon soldiers. Several soldiers clad in armor ran beside the tank firing their weapons. The construct stopped and moves its head, its tube pointing straight at Gwaihir and Gordon.

"Uncle run!" Gwaihir screamed. Its cannon fired a round and it flew right passed them and exploded near a group of Griffons, the force sent the, to the ground. Gordon looked up and saw his soldiers being torn apart by flak.

"Fall back to Griffonstone!" He yelled. One of his personal guard screeched loudly and several Griffons began to fly away from the island. The Human forces began to advance and many fired into the sky at the fleeing Griffs. Gordon and Gwaihir, followed by the kings guards ran towards the beach. A grenade thrown by a human soldier exploded right beside them, sending Gwaihir flying a few feet and sending Gordon into a few metal drums. Gwaihir looked up, his ears ringing. He saw the dead guards and Gordon among the metal barrels. A Thick black goo covered his wings. Gwaihir saw the oil slowly creeping towards burning debris, Gordon looked at it and then looked at Gwaihir.

"Uncle!" Gwaihir yelled. Once the oil touched the flames it ignited and engulfed the king. The barrels soon exploded into a ball of fire sending Gwaihir flying once again. As he looked up he saw Gordon's crown fall to the ground and land next to him. He grabbed the once golden now char black crown and flew upward and towards Canterlot.

Herzog watched as the Griffon forces fled the island, some of the flak cannons are still firing at them. Wounded Griffons were quickly executed by bayonet. Once they were far enough away the guns stopped firing and the soldiers began to move the wounded and the dead and get ready to quell the fires. A soldier of the 3rd SS ran to his side. "How many dead?"

"Sixty-four dead." The soldier said. Herzog sighed.

"This invasion begins earlier than expected." He said. "Prepare a transport and a squad of our elite troops . We have work to do." The soldier saluted him and walked away.

Herzog looked at the group of thirty German and Japanese soldiers standing in formation. "These men are the Panzer-Division Totenkopf and giretsu kuteitai of Japan. They are waiting for your commands." Herzog watched them, standing next to his lieutenant was a Japanese officer.

"Soldiers from Germany and Japan. On this day you will be the first of many to start our war with the Equestrians." The Japanese officer translated the command. "Your mission is behind enemy lines and destroy three of the four bridges , the land of the city Manehattan connection. Prevent the Civilian evacuation, we need workers. God speed to you all." The soldiers saluted him and made their way towards the large transport, a Blohm & Voss BV 222. Once they were all loaded onto the plane its engines turned over and it flew down the runway and towards Manehattan.

**A month later**

The Ponies of Manehattan enjoyed the warm spring afternoon. Many trotted up and down the streets either towards work or home, some visited the markets and some walked along the sidewalks with their friends or families. Moonlight the bat Pony watched as groups of soldiers in their blue uniforms and their new armored vehicles march down the street. "Mommy this way!" Her Foal yelled. She looked and saw he young son Jasper running towards her. "Parks this way mommy."

"I know sweetie, been going to that park a lot longer than you have." She said smiling. As she walked down the streets of Manehattan she passed several Ponies walking the opposite direction. Jasper trotted happily beside her. Several Taxi carts ran up and down the road with the occasional military car and soldiers on the sidewalk.

"Think Daddy's coming home?" Jasper asked. She looked down at her son, Jericho, his father and her husband had left a month prior to Canterlot join the army.

"I hope so sweetheart, mommy misses him too." She said. She saw the park as soon as she turned the corner. There were already several Fillies and Foals playing on the slides, swings, and other playground equipment while their parents played with them, rested, or talked among each other in the shade under the large trees. She saw Jasper run towards the playground. "Be careful sweetie." She said.

"I will!" Jasper yelled before running into the playground. Moonlight walked over to a tree and sat under it in the shade. As she rested in the shade she watched as her son played with the other children in the park. She watched as more and more military cars and soldiers walked up and down the street. A few military planes flew above towards the coast.

She paid the planes no mind and began to watch her son play. A low rumbling echoed sound seemed to catch everyponies attention, at first she thought it was one of those large Zeppelins but this was lower, and there were many more. She saw Ponies in the Street and in the park stop what they were doing and looked up in the sky. Soon a much larger plane flew above them, and soon another, and another. Many were the same but others were different, Jasper ran to his mothers side. "Mommy?" Jasper said. "Who are they?"

"I-I don't know sweetie." She replied. Soon several black dots came from the planes bottom and quickly descended towards the ground.
"What are those?" Jasper asked. One of the objects slammed into the ground outside of the park and exploded, sending a shockwave all around. The ground rumbled and the explosions caused deafening effects to her ears, Ponies screamed and fled. She quickly bit grabbed her foal by his scruff and put him on her back, she quickly ran out of the park and up the street. Ponies ran in fear towards the bridges leading outside of the city, soldiers aimed their guns into the air and fired at the Planes, debris was sent flying from every building as a bomb impacted them. Every time a bomb hit more screams followed, an explosion in an ally sent a pony flying out of it, his feathers were charred and the residue from the bomb coated his green coat in spots of black. "Mommy!" Jasper cried.

"Don't look sweetie!" She yelled running away from the corpse. As she ran towards her home something else caught her attention. She looked out towards the bay and she saw hundreds of smaller boats coming to the beach. One one landed she saw several bipedal creatures wearing helmets and strange masks run out and towards the city as the boats fired strange metal canisters that expelled a thick white smoke when they hit the ground. She backed away and ran towards her house, as soon as she got close, a bomb fell on it and caused it to explode, sending debris flying towards her and its shock wave sent her flying back.

As she weakly stood back up she felt blood moving down her face, fore hooves, side, and back. The membrane on her right wing had been ripped by a long piece of glass, preventing her from flying and every time she moved the pain made her wince. Dust from the destroyed building created a brownish tan mist. Her hearing was nearly destroyed by the blast, causing a high pitched whine in her ears, she could hear the muffled sounds of gunfire and screams. She then saw Jasper lying on his side, he looked lifeless. "Jasper!" She yelled. She ran to his side and picked him up in her hooves.

He had cuts all over his face and he didn't make a sound. She put her ear on his chest, she could hear a faint little heartbeat. She felt a small amount of joy but that quickly faded away after she saw a shadow move in the dust. She placed Jasper on her back and backed up, her rear bumping into a brick wall. A massive plum of fire came from the figure illuminating him slightly, as he walked even closer she saw the large bipedal figure even clearer.

It wore a long coat with several pockets on it, it had a black helmet with a strange mask covering his face. A Large metal tube was in his hand, a small flame came from it. As he walked towards her three other bipedal soldiers ran from behind him and towards Moonlight. One grabbed her back legs, another grabbed her neck, while the last pointed a strange gun at her. She tried to struggle but once she saw the weapon she stopped resisting. A rope was tied around her neck and the lead human, the one holding the gun, yanked it and urged her to follow.

"Bewegung!" He yelled. Moonlight couldn't understand him, all she did was shake and cower. The being lifted his gun into the air and fired it, she jumped. "Bewegung!" He yelled again, pointing the gun at her. This she understood, without any hesitation she slowly walked forward. From behind one of the soldiers kicked her in the flank, causing her to jump and move faster.

"Bewegen Sie dumm Pony!" The one that kicked her shouted. She didn't look at the him and kept walking forward. In the distance two massive explosions were heard. The soldiers paused for a second and then continued forward.

"M.....M-mommy.." Japser weakly spoke.

"Shh...quiet sweetheart." She cooed quietly. One of the bipeds looked at her but payed her no mind.

"Mommy...everything hurts..." He said. "Whats happening..."

"I don't know sweetie. I don't know.." She said.

*********

Herzog stood quietly upon a large building, looking down he could see the hundreds, maybe thousands of pony survivors being herded onto Manehattans saddle row. Both SS and Japanese soldiers created improvised walls from debris and vehicles to keep them in, he could hear them screaming and talking. A Soldier walked up to him and gave him a microphone. "This is connected to the Cities P.A. system?" He asked.

"ja." The soldier replied. Herzog tapped onto the microphone and it sent a wave a feedback below. This caught the attention of many ponies below and they began to quiet down.

"Greetings, Ponies of Equestria, citizens of the city of Manehattan. Your mayor has surrendered the city to me and my forces, now I have to control each and everyone of you." He said. "Each of the three Pony races will have divided roles, Unicorns to industry, while Pegasai and Earth ponies will have other roles. We need scrap metals, steel, iron, tin, aluminum, and copper will be the best. You bring us those, and you and your families will be paid in food and water rations. A curfew will be enacted on this day and anypony seen after curfew will be punished, anypony that enacts act of aggression towards my soldiers will be imprisoned or executed. The Unicorns will be taken to a designated district in the city, Earth ponies and Pegasai will be as well. Mares of this city, a little reminder to you all. All of my soldiers are male and their families are so far away, they will have certain urges, urges I cannot have them control. They will satisfy these urges no matter what." Herzog said. Below he could see the Ponies talking to one another. "You have been warned." He said. Below he could hear soldiers shouting commands and pushing the Ponies aside, sorting them from the Unicorns and other races into rows and trucks. Behind him there were several Japanese and German scientists.

"Herr Herzog , beginnt ich die-" One said.

"Do what you want Mengele." Herzog said. "The town hall has been modified for your ... experiments." Herzog said. The man bowed his head and walked with Herzog. An SS soldier ran towards him with a newspaper in hand.

"Lord Herzog. You may want to see this." The man said. He handed Herzog the news paper and its main story was focused on the Changeling swarms defeat at the hands of Equestrian, Griffon, and Human forces. He stares at the picture of Rommel and Ademar.

"The fox lives." Herzog said, he then dropped the newspaper on the ground.

*******

Rommel, Ademar, and Hammond examined the new Elite soldiers with Twilight. The Ponies were wearing an all grey uniform, leather boots with studs on the bottom for traction and pants with steel body armor on their chest and belly all covered by a waterproof trench coat covering them. Steel greaves on their back and fore hooves, a steel helmet resembling a stahlhelm with a horn guard built in and ear indents, large gas masks covered their faces with a long tube extending down and into a metal box hidden in their coat. A Bandolier belt held the coat to their waist, it had several leather pouches for ammo and supplies.

The Ponies seemed larger than normal ones, even the mares in this group seemed bulkier than normal ones. "These Ponies were selected from the Equestrian Praetorian Guard. All of them have seen combat and are well disciplined soldiers." Twilight said. Ademar had noticed everyone of them were Unicorns.

"They are all Unicorns?" He said.

"Yes, the Praetorian's only recruit Unicorns into their ranks. They are known to use several weapons in battle as well as a shield." Ademar then noticed the small shields next to them.

"Equestrian Stormtroopers, never thought something like it would exist." Rommel said.

"Twilight!" Spike yelled, running full speed out of the castle and towards them. "This came for you...I read it and...just read." She took the scroll from him and began to read.

"Oh no..." She said weakly.

"What is it?" Ademar asked walking towards her. Some of the Praetorian's looked and moved slowly towards her.

"Manehattan is gone, the SS and Japanese forces have taken the city. Unknown amount of Civilian and Military casualties." She said, giving the scroll to Rommel and Ademar. "Reports say that thousands of them landed in the city this morning and took it within minutes, destroying all but one bridge to prevent anypony from escaping." Ademar set the note down and looked at Twilight. "It also says King Gordon's attack on the island ended in failure, and his death."

"Starlight will know what they're up too." Rommel said. "Come on lets go speak with her."

"Good idea." Ademar said. He, Twilight, Hammond, and Rommel walked towards the keep. They passed several researchers in the keep and soon found Starlight in the Library.

"Starlight. We need to talk." Twilight said. Starlight heard her and stopped reading her book and walked towards them.

"What about?" She asked.

"Herzog's forces have taken Manehattan. You were close to him, what is his next move?" Ademar asked.

"To close...." She said. "He will not kill all the ponies in Manehattan, but if need be he wont hesitate. He needs the Ponies, Unicorns mainly."

"Whys that?" Ademar asked.

"By using unicorns in industry they can produce weapons and vehicles at an astounding rate. The main plan is to produce an army of light vehicles. The Japanese are using the Type 94 and Type 97 Te-Ke, and medium tank model, the Type 89 I-Go. The SS will be producing Panzer I's and II's but is primarily focused on other tank and Aircraft projects."

"What of Infantry? Will they have anything new?" Rommel asked.

"Yes, Both Japanese and SS forces will wear body armor." She said. "Japanese forces will wear a type of jacket with various steel plates in it but both sides will also be using a copy of the soviet Sn-42 and German Infanterie-Panzer armor. Their weapons will be more advanced as well. All SS ground forces will have Assault Rifles, Auto rifles, and smaller Automatic weapons while the Japanese will have copy of the American M1 Garand, their model is called the Type 4 but they'll primarily use their standard Arisaka rifles and Type 100 Sub-machine guns."

"What is their next target?" Twilight asked.

"Canterlot and Ponyville." Starlight said. "V-1 and V-2 will hit it, bombers ,artillery, and infantry will hit Ponyville."

"Do you recall who will be leading them?" Hammond asked.

"I do, the 36th Waffen Grenadier Division led by Oskar Direwanger, if he isn't dead that is. If he is it'll either be a Japanese or other SS officer." She said. "Whats our plan?"

"We....will have to discuss it in the war room. You are free to join us." Ademar said. "First we'll need to send a warning to Canterlot, the missiles could strike at anytime." He said.

"I'll send one to her now, Twilight we need to get everypony out of Ponyville and somewhere safe." Starlight said grabbing a scroll, quill, and ink with her magic. After a few minutes she quickly wrote the letter and sent it to Canterlot by doing something similar to Spikes way of message transport but without fire.

"Canterlot would be the best place, but for Unicorns and Earth Ponies its to far. We could use the Zeppelins." Twilight said.

"Those shields are effective against high caliber bullets, but against a V1 or a V2 they will be useless. We cant risk one getting hit by the rockets." Ademar said.

"On our way here we passed an old castle, do the SS know of it?" Rommel asked.

"The Castle of the Two sisters? No, it wasn't highlighted on their maps." She said.

"That's where the Tee of harmony is at. We can send them there." Twilight said. "I'll go with them, if they happen to come by the area I'll
put up a spell, making the castle invisible." She said. "If their rockets and bombers are coming we'd better get the town evacuated and quick."

"I'll get our defenses ready, we aren't leaving without a fight." Rommel said. "We'll store all supplies in the castle, we don't know how long this'll last."

"I'll get out fighters ready, Hammond gather the others and start making barricades out of anything you can find, get word to Pebbles and tell him to increase weapons production. Those Fahrpanzers haven't been tested yet so lets put'em to use." He said exiting the room.

Three hours went by and Ponyville was like a buzzing hive of Ponies. The civilians were already making their way towards the old castle with Twilight while a few remained behind to help in the fighting, Applejack and Rainbow Dash being with the militia. The ponies that were willing to stay and fight were being armed and trained to use the new weapons. The soldiers were setting up barricades our of wood, Sandbags, concrete, and brick.

The few Tanks they had were a collection of thirteen Tankettes, four Equestrian Renaults fresh from the factory, Trucks converted into anti-tank/Air vehicles, and seven Armored cars along with the few human tanks were all being armored with layers of sandbags, wooden logs, spare tank treads, and sheet metal. The larger human tanks were being filed into trenches that covered all but their gun from fire while Fahrpanzers were also being set into defensive positions behind brick or concrete walls, or in trench dugouts.

Heavy and light mortars were being placed in the center of town as well as the few anti-aircraft guns, but the largest, newest, and so far most impressive among Equestrias ground arsenal was a Equestrian version of the British Gun Carrier Mark I that Twilight had been working on for over a month.

The massive hulking vehicle was slow but was the heaviest piece of artillery they had and it could, though slowly, turn in a circle. The Zeppelins were quickly refitted into their now new anti-air and infantry roles by having one pound anti-air auto cannons added to them as well as new bombs. Ponies and Diamond Dogs made grenades from used tin cans and strapped Machine guns to upright wagon wheels to be used as improvised Anti-Aircraft guns.

The Equestrian fighters, along with Ademar's 262, did their warm up flights around Ponyville. Ademar could see the movement on the ground from his cockpit and he saw two of the four Zeppelins moving towards Canterlot, they would act as the first line of defense in any SS or Japanese fighters or bombers targeted the city.

Several anti-air weapons were set up in the streets of Canterlot as well as a few in the Royal garden. The shield now around Canterlot would protect it from the rockets, but how many would it take until the magic breaks from the force of the rockets. Below he could see the three trench lines and another anti-tank being dug with wooden pillboxes behind and Fahrpanzers beside them. He turned the plane around and made his way towards the airstrip, once there he exited the jet he walked towards Rommel, who was standing next to one of the Tiger tanks with Artyom and Albert. "Our field artillery is set up behind the trenches and ready to go." Albert said.

"Equestrian Tanks and other armored cars are reinforced and ready for combat." Artyom said. "We are quickly finishing up the trench line, Pebbles was able to get his Diamond Dog friends to aid us in its construction and the towns defense."

"Good. Any reinforcements from Canterlot?" Ademar asked.

"One thousand are on their way by train, they'll be here soon." Rommel said. "I fear our enemy will be using the railroads as well."

"That means they'll be upon us sooner than expected." Hammond said. "What will we do?"

"We have no other choice but to destroy them." Ademar said. "Where is miss Adelaide?"

"She and her men left for the old castle with the townsfolk." Rommel said. "Have our reconnaissance planes returned yet?"

"Not yet sir." A Pony Pilot said. "Shouldn't be to long, they'll need to refuel soon." A loud sputtering was soon heard, in the sky Ademar saw one of the planes coming right towards the air field, a thick trail of black smoke coming from its engine. The plane slammed hard into the ground, its landing gears breaking off almost instantly. It slid across the ground and came to a hard stop, smoke still coming from its engine. Ground crews, other Pilots, and Ademar soon rushed over to the plane. Its Pilot was taking off his goggles and mask, but his gunner was leaning against his gun not responding.

"What happened!?" Ademar said to the pilot.

"We were scanning the area and we found them. We tried to hide in the clouds but they saw us and opened fire." He said climbing out of his plane and keeping his left fore hoof up. Ademar saw the wound on it. "Took some pictures of the force that's coming towards us. My gunner didn't make it, one of their rounds hit him."

"How many? How far are they from us?" Rommel asked walking towards the wreckage.

"Not sure, a good handful of infantry, maybe more. Lots of ground vehicles, tanks mainly with few artillery. I'd say two days." The Pilot said. An emergency crew soon arrived and took the pilot and his dead gunner. Ademar walked over to the plane and removed its camera from the side and gave it to Starlight.

"I'll get them developed as quickly as I can." She said grabbing the camera with magic. She then quickly flew towards the castle.

Darkness shrouded over Ponyville. Lights from the air field, buildings, and lanterns illuminated the streets. Ademar watched the Ponies and few Humans walk among the streets. A loud whirling and rumbling was heard in the sky, from a distance explosions lit up the ground and night sky as V-1 and V-2 Rockets impacted Canterlots magic barrier, causing it to flicker and crack but soon regain its strength. Another whirl, a much louder and closer one was heard.

A massive explosion from behind the keep shook the castle and the surrounding buildings as a plume of fire lit up the night sky, a siren followed by the frantic yells and screams of Ponies and Humans was heard. Ademar rushed out of the castle and followed the many soldiers running towards the air field. One of the Zeppelin hangars was struck by a missile causing the hydrogen in the balloon to explode into a massive fireball.

Many of the ponies carried hoses and buckets full of water to quell the raging fire storm, but to no avail, the zeppelin was lost and so was the hangar and the munitions inside. The now burning skeleton of the Zeppelin was seen through the now burning hangar, its metal frame soon collapsed, The Ponies, Diamond Dogs, and Few Humans stopped and watched as the hangar burned, fire crews were able to prevent the fire from spreading to the other hangar.

"What happened!" Starlight yelled running towards him.

"The hangar was hit by one of the rockets. No Pony is dead luckily." Ademar replied. "They'll be here soon. I wont get any sleep tonight, neither will the soldiers. Did the pictures get developed?"

"They did, Rommel and Hammond are in the war room waiting for us." She said.

"Lets go to them then." He then said. He and Starlight soon walked back inside. The color pictures from the camera were spread out across the war rooms table, both Rommel and Hammond were looking over them.

"I'd estimate...maybe around four to five thousand, mainly Japanese but looks like there are some SS troops as well." Hammond said. "Light Tanks and Tankettes in the front with heavy in the back. Armored carriers are getting them here quicker."

"No heavy artillery, just small field and anti-tank guns. The soldiers must be carrying light mortars with them." Rommel said.

"No aircraft?" Rommel asked.

"No, there are aircraft. The Armored carriers and few trucks are pulling them. The bombers will come from Manehattan, or they'll create an airfield nearby and then fly their fighters there." Starlight said. "Reinforcements will come from Manehattan, they'll either parachute down or come in a larger transport, like the BV 222 Wiking, Gotha Go 242's, and the Me 321 class. Infantry will be supported by a whole new type of Aircraft, a helicopter called a Fa 223."

"What is that?" Ademar asked.

"A prototype aircraft designed to supply and transport soldiers and to carry heavy equipment." Rommel said.

"Well these have been made for combat. Made with a larger fuel tank, a 20mm cannon on its side and smaller machine guns inside and in its cockpit." Starlight said. "They will also ferry soldiers and supplies."

"When will they be here?" Hammond asked.

"These pictures were taken almost a hundred or so miles out. Tomorrow." Rommel said. "No doubt tomorrow."

"No sleep for anyone tonight then." Ademar said. "I'll prep our pilots."

"Hammond and I will get our ground forces ready." Rommel said. He and Hammond soon exited the room.

"Will Herzog be leading the assault?" Ademar asked Starlight.

"No. He'll remain in Manehattan coordinating everything." She said. "I'll remain here if you or anyone else needs something." Ademar nodded
and left the room.

The next morning all was silent, the sky clear, clouds in the sky and birds tweeting. Ponies, Diamond Dogs, and Humans lined the trenches, their guns resting on he top. The crews in the Fahrpanzers rotated the turret, the engines of tanks and armored cars hummed and droned. Rommel sat atop his Tiger, it was sitting in its trench with sandbags lined across its sides and front. He wore a body armor similar to what the Equestrian stormtroopers and the SS would be wearing. All were facing east, listening to the sounds of the SS and Japanese Vehicles and Aircraft.

Ponies placed in buildings opened windows and aimed their weapons out. A loud crash was heard in the forest and the gun crews quickly loaded the field guns. The sounds of engines became ever so louder and soon silouettes could be seen in the trees. Four massive tanks, ones Rommel didn't recognize came crashing out of the forest. The body seemed to be one massive piece of metal with a large turret on top. A large plow for knocking over trees was in the front. As soon as the trees were cleared several smaller and faster light tanks and Tankettes came rushing out of the new trail in the forest.

One of the Zeppelins flew overhead and so did several of the Equestrian Aircraft and Ademar's 262. One of the massive tanks fired, its shell missed the trenches and impacted close to the castle. The Guns in the trenches and the buildings fired, the Equestrian field guns fired at the Tankettes and Light tanks, Tanks on both sides fired their guns at each other, SS and Japanese ground forces ran out of the forest and fired their weapons at the defenders.

Rommel breathed in heavilly, closed his eyes slowly and reopened them. "so fängt es an...."

Author's Note

Sorry this took a bit. Only about three chapters left to go. Hope you all enjoy.