Shells exploded close to the trenches and debris is sent flying through the air and across the field, bullets fly back and forth as both Pony and Axis troops fire upon each other, the Equestrian bullets seem to bounce off the tankettes and light tanks, but the combination of rounds fired from the Fahrpanzers, field guns, and Mortars seems to do the trick by either disabling them or destroying them completely. Axis mortar shells exploded near and behind the trench and sent shrapnel flying, Equestrian armored cars drove behind the trench firing their guns at Axis troops.

Equestrian aircraft were already engaged in a bitter dog fight with Axis planes, the only Zeppelin flew above, its one pound guns fired at the incoming planes. The mobile artillery fired a round and missed its target but left a massive crater, many Axis troops fired from the cover of the forest while others moved in upon the town, the massive, new tanks of theirs advanced and fired their massive guns and any chance to stop them seemed ineffective due to its armor. A Field gun fired at it but its round hit the tank and ricocheted off, causing the tank to turn its turret and fire upon the field gun.

The following fireball engulfed its operators in fire and sent a shock wave through the defenses, also sending the guns flaming barrel into a nearby house. Equestrian aircraft were being easily overwhelmed by the Axis Zero's, 109's, and others. The only two that seemed to be doing some effect against the fighters was Ademar's 262 and the Zeppelin. The Zeppelin fired 1-pound anti-aircraft rounds and volleys of machine gun fire at the incoming aircraft, shooting down and damaging quite a few in the process with little damage against its shield.

Axis ground troops continued to advance next to their armored vehicles for cover and fire support. They hid behind the ones that were destroyed or damaged. Almost all of the Light and Tankette's the Axis used were all but destroyed leaving only the larger Medium, Heavy, and the four massive new tanks that slowly moved forward. Rommel climbed into the Tiger II he was in and ordered the driver to radio the mobile artillery in the center of town and fire upon one of the tanks. The heavy gun fired and hit close, but not nearly close enough to one of the massive Maus Panzers. Within minutes those tanks would be past their defenses. "Shoot its tracks!" He yelled to one of the Pony gun emplacements.

The Ponies and a couple Diamond Dogs quickly moved two of the Fahrpanzers into position and one of the field guns and fired at the tank. Two of the shells bounced off and one made a direct hit on its treds, causing it to stop and its steel treds falling off. It may have been crippled, though it was far from destroyed, its cannon still fired at the emplacements and its machine gun turret fired into the trench lines. The first Fahrpanzer exploded from the shell hitting it, sending metal flying all over, several ponies and Diamond Dogs were launched back, several holding their ringing ears in pain on the ground while others quickly got back up and others not moving.

The last Tankette was destroyed on the field but medium, heavy, and the four Maus models still remained with support from armored cars and infantry while their aircraft were occupied with Ademar and the Equestrian air force. The Zeppelin dropped its load of bombs onto the advancing forces, causing the infantry and armored forces to scatter. Their light tanks, armored cars, and some medium tanks were destroyed by the bombs while the heavy tanks and the Maus types were crippled by the several bombs, the Tigers were dented and cracked open expelling smoke and fire and its crews quickly rushing out of the burning tank only to be cut down by Equestrian bullets, while the Maus types have stopped, ones gun and turret were cracked open and damaged, its engine revved loudly and it retreated with the Tigers as its machine gun still fired.

Another Maus still advanced, being untouched by the bombs, while the crippled one still fired at the defenses, the last was destroyed in the bombing. The mobile Maus still advanced towards them while the crippled one provided fire support. Rommel climbed back into the tank and ordered the driver to advance. The tank revved loudly and quickly climbed out of the trench it was in and advance towards the incoming Maus. Both their machine guns fired at each other, causing them to ricochet off their armors in a display of yellow and red colors as the bullets pinged off, the maus fired at the Tiger, missing and causing the shell to hit the ground, ricochet off the ground, and fly off past Ponyville. The Tiger fired, its round bouncing off the Maus's armor and into the forest, the Maus fired again and hit the Tiger in its side, the wooden logs that acted as the Tigers improvised armor exploded and soon fell off onto the ground.

The Tiger gained speed and rammed the Maus, resaulting in a loud thud and sparks to fly. Their barrels knocking against their turrets and unable to fire upon each other. Rommel and the Maus's commander climbed out of their tanks, Rommel quickly drew his gun and fired at the officer. He missed the first two shots gave the SS Commander time to fire at him with his pistol, one round hit Rommel in the arm but the other missed. He fired again and hit the commander several times in the chest and then the face. Once the commander was dead Rommel looked down and yelled to his tanks crew. "Gib mir eine Granate!" He said. One of the soldiers gave him a grenade, he unscrewed the bottom, pulled the small rope and once he heard the porcelain ball snap he threw it into the Maus.

He banged on the top of the tank and it quickly backed up. The grenade exploded causing the ammunition inside the Maus to explode causing a massive fire ball to eject from it. The Tiger retreated back to the defense line, its gun firing upon the still active, but crippled Maus. After several direct hits by the Tiger and continued fire from artillery and mortars soon caused it to explode. In the sky he saw Ademar's fighter followed by several crippled Equestrian planes limp towards the airfield, Rommel climbed into his tank and made his way towards them.

Ademar quickly climbed out of his fighter and ran towards the other fighters. He climbed onto a Equestrian fighter and pulled its wounded gunner out and set him onto the ground. "Get the wounded into the castle!" Ademar yelled. "Anypony that can stand refuel and re-arm your fighters and get back into the sky." Soon, the whine of an engine was heard, he looked up and saw a Zero rushing towards the airfield. "Zero! Everyone cover now!" He yelled just before its guns opened fire upon the field, hitting planes, vehicles, and ponies. Crew on the ground opened fire upon the Zero but missed.

"Ademar!" Albert yelled as he quickly exited his biplane. "My fighters gone, that damned Zero put a round clear through her engine." In the distance the Zero turned about and made its way towards the air-field again.

"Cover!" Ademar yelled. He un-holstered his pistol and quickly ran for cover behind an armored car. The Zero flew lower and fired upon the airfield. Ground crews fired back with small arms fire, the bullets simply pinged off the fighters metal frame. A shot from a rifle impacted the Zero's cockpit and the fighter began to plummet closer to the ground.

The Zero, instead of exploding on impact with the ground, skid loudly across the airfield and came to a hard stop with smoke coming from its engine. Ademar, Albert, and several ground crews, weapons drawn, walked over to the fighter. Upon closer inspection it revealed the pilot to be dead, but the fighter had little damage on it. The loud engines from a tank soon broke their silence.

"The Axis armor has been driven back into the forest, but fire between our forces and theirs still continues." Rommel said exiting the tank and placing a hand over his wound. "What of our skies?"

"I'm about to get back on that. The Zeppelin seems to be doing some damage against them, so far they've fled to re-arm and refuel." Ground crews quickly pulled his fighter into a hangar and began to refuel and rearm it. Rommel stared at the downed Zero.

"Does it still work?" He asked. Ademar looked at the fighter, white smoke still came from its engine and its rotor was bent.

"Possibly. Why?" He asked.

"We're going to need help in the skies, we need to do what we can to repair it." He said. "Albert will be your wing man."

"I'll see what I can do sir." Albert said. "Come on, lets get it inside!" Rommel's tank moved in front of the fighter after he had climbed out, Albert and a pony hooked the plane up to the back of the tank. The tank drug it into the large hanger.

"Do you know what division this is?" Ademar asked Rommel, who was sitting on a crate and looking at an Axis helmet that had a black shield and two grenades forming an X.

"Its the 35th Grenadier's. That means Oskar is leading them."

"Who?"

"A mentally unstable, violent fanatic, and a raving alcoholic.....proceed with caution if you see him, or any of his soldiers." A group of Ponies helped Rommel up and walked him towards the castle, with Ademar in tow.

********

"How many so far?" Herzog asked his lieutenant. Atop the Manehattan city hall he could see the progress of the new industry and the Ponies down below, gathering the needed metals to construct the new Axis war machine, clearing destroyed or condemned buildings and planting some small gardens, usually the Ponies would have to create small, improvised sheds from what materials they could salvage. As many were forced to gather metals and build weapons, many were also forced to work on pykrete fishing barges to help feed his force. As he was set up in the city hall, the research teams were stationed in Manehattan's largest hospital. Studying and even using the Ponies as assistants. The well dressed man in all black took a recently written ledger from the hospital and opened it. Herzog, sitting somewhat comfortably in a Pony made chair, contined to watch the process below with a glass of Equestrian made wine and a bowl of freshly picked fruit next to him on a small table. The young man cleared his throat.

"Seventy-nine Equestrian females have been inseminated sir with that number slowly rising due to the ones being used by our soldiers for their amusement." He said. "There's also been another development in the process sir."

"Oh? And what kind?" Herzog asked.

"Not all the residents of Manehattan were Equestrian sir. Our scientists are also experimenting with non-equestrian doners. There are Griffon, Diamond Dog, Zebra, and Minotaur." He said. "And to speed up the process sir some of our own women, have volunteered to be mothers to the new generation of soldier."

"Hmm, I will allow it, how of out assault on the town of Ponyville?" The man set the hospital ledger down and walked towards Herzog.

"Our soldiers have taken shelter in the forest. The Equestrian defenders are more organized and more armed than we thought previously sir." Herzog didn't move, just sighed.

"How many dead?"

"They estimate that fifty-four are dead and almost all Maus model tanks are destroyed or damaged beyond repair." Herzog set down the wine and book he was reading and stood up. "Though several Equestrian aircraft and gun emplacements were damaged or destroyed."

"What of Canterlot?" He asked.

"Its shield is holding so far but with constant bombardment we believe it'll soon fall, though we believe the princesses wont surrender willingly."

"They will. Cut off their ability to gain supplies, bomb them, instill fear among its populous and they'll have no other choice but to surrender." Herzog said. "They're people will starve if they don't receive supplies."

"So cut them off?"

"Yes, but we'll start with Ponyville. Continue our assault, they'll run out of ammunition and food soon enough." Herzog said. "Cease our bombing of Canterlot and focus our aerial assault on Ponyville's key buildings such as the caste, pillboxes, airfield, and its factories, "

"I'll inform Oberführer Dirlewanger about the incoming bomber support." He givies Herzog a small bow and quickly makes his way back inside.

******

"Cover!!" An Equetrian soldier yelled, quickly ducking before the mortar round impacted the Ponyville fountain, causing its statue to explode into hundreds of pieces and fly across the town square. Once the dust had cleared several soldiers quickly got back up and raced across the town either to move wounded or the dead, resupply the pillboxes, or to fortify them. As night dawned the fighting between the towns defenders and the Axis troops in the cover of the forest seemed to stop, save the occasional mortar shot back and forth. Ponyville was barely lit up, save the few burning tanks, trees, and debris and some flashlights and lanterns. Only, though rather muffled, could they hear the commands of both German and Japanese troops in the tree's. Due to the bombardment Unicorns were being placed in specific pillboxes and locations by protecting them with a magical shield, the ponies taking turns every half an hour

From the safety of the castle Ademar looked out at the battlefield below, Rommel sat quietly at the Equestria map in the center of the room. The large doors of the room soon opened to reveal Twilight trotting in with several Deer in tow. These Deer, like the ones he met prior, were clad in armor that were various colors of red, blue, gold, and green. "Twilight, I told you to stay in the forest."

"I know I know...but they were persistent and eager to help." She and the Deer stop in front of Ademar and Rommel.

"What can you help us with then?" Ademar asked them. One of the Deer, one he recognized as Blackthorn, pointed at the small wooden barrel around his neck.

"With this." He moves a small latch on the barrel and it soon opens up to reveal a strange green liquid. Ademar simply looks back up at the him with an unfazed look. "Just wait please...watch." He pours the liquid onto a small flower. Once it touches the flower it quickly grows tenfold, almost reaching Ademar's height.

"Twilight had an idea, perhaps we use this to...say stop our foes armored titans in their tracks, giving us the time to focus our fire on them." Blackthorn said, walking around the flower. "We can pour it onto the ground, and once they tread on them the roots will do their jobs and hold them in place, we've used this tactic in the past"

Ademar ad Rommel give each other quick glances and then look back at the Deer. "How many have come with you?"

"About one hundred sir, ready to start as soon as we can."

"You may begin your work Blackthorn but do it quick, before the sun comes up." Blackthorn nods and an Equestrian soldier leads them out, quickly trotting out of the room. Ademar then looks at Twilight. Arms crossed. Her ears droop.

"Yeah yeah I know....'stay in the forest Twilight its safer there'". She said almost mockingly.

"It is Twilight. Who knows what Herzog's soldiers would do to you if you'd been captured." He stated.

"Yeah, the Deer are excellent, and dead silent guides through the forest and not to mention miss Adelaide came with me." She said, walking towards the balcony with Ademar slowly following behind. Down below they saw the many Deer soldiers Blackthorn had mentioned.

The castle doors soon opened and Blackthorn and his entourage quickly trotted out. After he gave a few commands the Deer soon split up into several large groups and quickly scattered into the darkness. The few that remained stayed behind and poured their magic substance onto the ground. Rather quickly several roots sprung from the ground and soon formed giant bows. Though the strings had to be added to them, as were the arrows, and compared to the Deer these arrows resembled spears.

"They do seem eager don't they." Ademar said to Twilight.

"Yeah, how long you think thi-" She was soon cut off by gunfire in near the battlefield. Ademar looked into the blackness. When a shot went off he looked for the flash or trail from the bullets. Another round went off and he saw the round zip across the field with an orange trail and soon impact something there. Followed by a pained scream. Rommel, Adelaide, and some guards were watching on the balcony with them. Adelaide, who had her rifle already drawn, knelt down and used the balconies railing to steady her rifle.

She quickly adjusted her rifles scope, on what Ademar believed was a modified MAS-36 rifle, and quickly sighted in and waited. From the ever silent darkness another shot rang out and without little hesitation she fired when she saw the flash. Ademar quickly looked through a set of binoculars to see the bullet ricochet off something metal and send sparks into the air. He could barely see the figures silhouette move in the darkness, but Adelaide could. She quickly put another round in the rifles chamber and slammed the bolt hard only to fire once again and missed the target.

Saying something in French she loaded the rifle again an took in a deep breath. She fired once again, Ademar who was looking through a set of binoculars saw the silhouette fall onto the ground close to one of the damaged Maus tanks. "Shooters down."

"How could he have seen us?" Twilight asked them.

"I don't know..." He looked through the binoculars again and he saw two Deer like silhouettes near the corpse. One of them dragged the body back to the town. "I'm certain we'll soon find out though." He set the binoculars on the railing and made his way out of the room with Twilight and Rommel following behind.

Once the doors opened out into the courtyard the Deer soldiers had already drug the dead SS soldier into the light, behind the cover of a tank. Upon closer inspection they saw the strange device that was connected to his assault rifle and back. On top of the rifle was a scope and what seemed like a small spotlight atop that. A long cord was connected to the light that connected to a large wooden battery on his back.

Twilight levitated the gun up to her face and looked through the scope. "This thing lets them see through the dark. Look!" She puts it up to Ademar's face and he then looks through. She was right, when he looked through the scope everything covered by darkness seemed to light up.

"This changes things." He said, taking the equipment off the rifle. "With these they'll be able to advance on us and we'd never see them coming."

"I'll have all the guards on full alert, hopefully the Deer'll have the field done soon." Rommel said, he looked at the dead SS soldier and then walked towards the castle.

******

The sound of engines droning in the forest was keeping everyone up, an almost haunting sound to them. A thick fog had covered the field and forest during the night and several grey clouds were overhead. A pegasus said that there might be thunder and no doubt bringing rain shower. Ademar was no longer in his fighter due to this, now he was in the field alongside the Equestrian and Deer soldiers and the Zeppelin had to be docked.

The Deer had taken up position behind wooden barricades that they made with their magic. These barricades were behind the trenches and some were lined with bags filled with dirt. From the forest the droning on tanks could be heard and the sounds of commands being yelled loudly in both German and Japanese.

From the sky, another sound was heard, the sound of several engines coming towards them. From the cover of clouds the bombers and few fighters appeared what seemed out of almost thin air. Soon, several black dots quickly raced towards the ground and towards the town. "Abdeckung!" Ademar yelled. The ponies quickly understood, due to them knowing a few commands in his native language and that was one of them. The Deer had no idea what the word meant, but quickly followed behind the Equestrian soldiers towards the castle.

From behind them several explosions ripped through the trenches and several pillboxes, incinerating anyone who was unfortunate enough to be left behind. The few armored cars that were quickly abandoned were thrown in flames through the air and only to land on houses and in streets. Soldiers were knocked down by the shock waves that accompanied the explosions, causing them to trip on one another. A bomb impacted a the nearby bakery, crushing its wood and thatched roof in the process and landing in its kitchen. The bomb exploded, causing fire to shoot out of the windows and door and soon catching the building ablaze, luckily the occupants had left for the forest prior.

Ademar and the other soldiers quickly took cover inside the castle, that's crystal frame and help from magical shields, held strong against the many explosions.

The bombers took almost the entire western trench line and defenses within a few short minutes of their bombing run and several buildings were taken in the blast and several more were ablaze from the fire.

The few escort fighters quickly descended on the town after the bombardment and fired upon the defenders. The high caliber rounds ripped through the buildings, armor, and flesh they came into contact with and rockets, similar to the ones Ademar had on his fighter, were shot towards the ground. The explosions rocked the ground and surrounding buildings.

Up above the bombers turned tail and flew back towards Ponyville for another run and the fighters continued their assault. "Ademar get up here!" Twilight shouted from balcony. A round impacting the wall close to her. He quickly ran up the stairs and into the war room, the chandelier above shook from the impact of an explosion. "I have an idea but your probably not gonna like it!"

"What have you planned?" He asked. With her horn she projected several illusions, one of Ponyville and several illusions representing the aircraft above.

"I'll have to sit out on the balcony and lower the castles shields, with them down I'll be able to produce a powerful enough force field large enough to cover the entire town but only for a brief moment only to knock the bombers from the air." She said, walking around the room and projecting her plan through her illusion. "It'll work...but I'll be out of commission for a while to regain my strength and castle wont be protected by magic and will be weak to heavier ammunition and explosives." Her horn dimmed in color and the illusions dissipated.

"Perhaps Starlight can help you with this?" Ademar said.

"I already asked her, shes waiting for me right now on the balcony, keeping the shield up." Ademar sighed heavily and nodded at her.

"Do it...and be careful." Twilight nodded and quickly trotted out onto the balcony, Ademar following close behind. Starlight was already there, her horn glowing brightly. In the sky Ademar saw the squadron of bombers returning for another run. The sheild went down and the rounds from the escort fighters and bombers impacted the castle making several indents and holes in its crystal frame.

Both the Unicorns horns grew brightly as the bombers began to drop their load upon the trenches and houses once again. A loud and very bright boom exploded from the pairs horns and a magical wave was sent all across all sides of Ponyville. The aircraft had no warning of the attack and they impacted the shield violently, some sliding along the shield and others being destroyed almost instantly from the bombs and sending flaming debris onto the other bombers and launched several more feet into the air. Several clouds were dissipated in the process and the mangled and flaming remains of the several aircraft fell upon the forest and the surrounding area, luckily missing Ponyville by mere feet.

Huffing and panting heavily Twilight fell to her side and starlight falling to her back and struggling to stay up. Two Equestrian soldiers ran onto the balcony and watched as the debris fell from the sky. "Get her inside!" He said to the Ponies. They quickly listened and one dragged Twilight in while another helped Starlight walk into the building.

He quickly walked back into the war room and he was quickly met by Artyom and Albert. "That'll hold the aircraft back but we still have to worry about their infantry." Albert said.

"We're low on ammunition and several of our factories were damaged in the attack and we wont be able to resupply with Canterlot until the anti-air is flushed out of the forest," Artyom said. " and we are low on fuel as well, our armor isn't going far." Ademar sat down in one of the crystal chairs and set his head in his hands. He shuffled his feet on the ground and a small pinging came from the ground. He looked to see several empty rifle shells scattered on the floor, possibly from a spilled box.

"Do we have blasting charges or TNT of anysort?"

"Some..why?" Albert asked. Ademar got to his knees and began to collect several of the empty cases in his hands. Once both his hands were full he emptied the contents into a small wooden box.

"Tell all of our troops to gather as many empty cases as they can and bring all of our plastic explosives here...I have an idea." He knelt down again and began to gather more empty cases. Albert quickly left the room with Artyom and ordered everyone to do what Ademar had said.

Almost an hour had gone by after the new order was given and already there were tubes and crates full of empty ammunition being brought in by the soldiers. Rommel, holding his wounded arm walked into the room. "What have you thought of?" He asked. Ademar quickly finished setting four sticks of TNT upward and tying their wires together into the filled to the brim wooden box with rifle, pistol, and a mortar casings.

"We'll need to set these up around the town in key locations, we'll make our stand in the castle and surrounding structures." He said, using a stick to show him where the bombs will be set. Primarily around the castle and already destroyed buildings, the Ponyville fountain and the remains of sugar cube corner and Rarites boutique. "The tanks will be resistant against the bombs we're making, so we'll have soldiers ready to ambush them from the side and hopefully capture them. We'll need to barricade the castles gate and surrounding area with whatever we can find and we'll need to do it quick, luckily Artyom and Hammond are hard at work doing it."

"Our machine guns will be in the several windows in the tower and rooftops?" Rommel asked.

"Yes, I've ordered the men to bring up one of the anti-air turrets and place it in the balcony to help with fire support."

"And how many of these bombs have been created?" He asked, looking at the ones several Human and Equestrian soldiers are working on. Ademar hammered in the nails into the box and made sure the cord was sticking out of a small hole.

"Zwanzig....and with all the ammunition we spent there'll be more to come." He stakes the box atop another and picks up another empty crate and pours the empty ammunition in it. Rommel set his had aside and began to help build the bombs.

***Three hours later***

Ademar watched as the soldiers began setting the explosives across the town. One pony quickly followed the soldiers with a spool of cord on her back that lead to the castle courtyard and several key buildings. He could see the several axis troops moving around the edge of the forest, seeing that they were getting ready for a final push against the town. Once the final box was set and armed, the one by the fountain, the soldiers quickly fled back towards the castle.

"We're set up in the town hall," Hammond said over radio. "ready for our mark." Ademar set the binoculars down and made his way towards the barricade down below. Once he was there he made his way over to an explosives plunger set beside Rommel's lead Tiger.

The sound of several engines running and tree's breaking was heard across the town. "They're moving out." One of the Equestrian soldiers radioed in. "Several axis armor have been stopped by the vines but more are coming, ready on your mark sir." Ademar tightened his grip on the plungers handle, sweat beating down his hands and face. He looked around and saw the nervousness of one of the Diamond Dog soldiers. The engines grew louder and through the broken debris of one of the buildings he could see one of the Tiger tanks moving towards them.

"Axis soldiers are inside the town." Hammond reported. "Tanks first and infantry beside them."

"Wait for my signal." Ademar said. From overhead another droning was heard. From the cover of the forest two large aircraft, ones Ademar had never seen before made their way towards the town. They had two large rotors connected to twin booms connected to the side of the aircraft and it had a large bubble like cockpit near its front. Two large doors on its sides were opened up and two gunners were set there with mg42s on small turrets. He recognized these aircraft as the Fa 223 helicopter.

Aircraft fired first, impacting the barricade and armor, soldiers took cover within the barricades and foxholes made by bombs to flee the gunfire. The one pound gun on the castle balcony returned fire at the aircraft. Ademar saw the Tiger turn and begin to drive towards the castle, its machine gun firing at them and a shot from its cannon impacted the side of the castle. Once he saw the soldiers pass the fountain he picked up the radio. "Set them off now!"

He pushed the plunger down and several explosions were heard throughout the town, engulfing the axis troops in a cloud of dust and fire. Once the clouds were clear the broken and dead bodies of several axis troops lay silent on the ground and some were screaming from the shrapnel impacting their bodies. The ones that were lucky enough not to be hit quickly got up and returned fire.

The few armor the axis had left, three Tigers, two Panzers, and a Hummel moved into position to fire upon the castle. The Hummel slowly trudged past the town hall and turned towards the castle and readied its gun to fire. From the town halls rooftop Hammond and several other soldiers threw flaming bottles full of gasoline onto the exposed crew of the Hummel. Once the fire spread and caught its operators ablaze and soon the shells exploded, destroying the Hummel.

Equestrian, Deer, Human, and Diamond Dog soldiers hidden in the buildings quickly revealed themselves and ambushed the tanks. The Axis soldiers were surrounded, many being cut down in the hail of gunfire and arrows. The soldiers climbed onto the tanks and pulling open the hatches either to shoot into them or throw grenades into them.

One of the 223's flew overhead, grenades being dropped from them onto the battlefield below. An Equestrian quickly picked up one of the fallen axis soldiers weapons, a small panzerfaust, quickly began to follow the aircraft as it made its second attack on the town. Once it was sighted in the pony fired the rocket towards the aircraft. The rocket impacted one of its booms, causing it to explode and plummet towards the ground in a ball of fire. It impacted a nearby building, nose first and exploding into a massive cloud of flames. The second aircraft flew by, its guns firing onto the ground and hitting several allied and axis soldiers on the ground.

The lead Tiger moved from its spot and tracked the aircraft with its turret. Once it was sighted in the tank fired and hit the aircraft in its nose causing it to explode and plummet towards the forest.

The axis tanks were stopped and taken by the allied soldiers. Any axis soldier left either surrendered or died fighting. Hammond quickly ran towards Ademar, an MP40 in his hands. "Dirlewanger is dead, he shot himself before we could capture him." He said, looking around at the surrendering axis soldiers. "What now?"

"Send word to Canterlot....tell'em we've won." Ademar said. "We need to know whats next, send word to the old castle. Its not safe to come back yet....bring them back tomorrow or in another two days. We've got a lot to do here."

"Alright, I'll send a flyer to Canterlot and I'll head to the castle to let them know."

"Good...good." From behind him a rifle could be heard cocking Hammond and several other soldiers pointed their guns at the figure behind him. He turned to see a familiar face.

"Ademar.." The man said weakly. Pointing the rifle straight at him.

"Klaus, what....put the rifle down." He motioned, Klaus raised it and pointed it towards Ademar.

"You...what are you doing with them Ademar?!" He said. "With these traitors! Our enemy!"

"They are not your enemies Klaus, they are my friends. Please put your rifle down." Klaus just raised it higher. Ademar stared into his brothers eyes. "You wont kill me Klaus, you'd never pull that trigger on me, you know that." Klaus began to shake and slowly breakdown.

"They made me do things Ademar, I've seen the things they've done, what they'll do to you and everyone here!" He shouted.

"They wont do anything to us Klaus," He grabbed the rifles barrel and moved it. "please....give me the ri-" The rifle fired and the bullet ripped across Ademar's cheek and into the side of a tank. Ademar fell back and held is face. Klaus looked at his brother with a horrified look, dropping the rifle he ran to him.

"Ademar I'm so sorry!" He said, tears streaming down his young face and hugging his brother. "I didn't mean to do it I swear."

"NO...Its alright, its just a scratch Klaus.....Its okay." He said, embracing his brother and collapsing onto the ground. Klaus cried into his brothers shoulder as Ademar held him close. "Its okay...." Hammond gestured the other soldiers to lower their weapons. Soon two Equestrian Praetorian's walked towards them, their armor was dented and dirty. Ademar looked at them.

"Klaus listen to me, I want you to go with them." Klaus looked at him and nodded. He sniffled and stood up, Ademar holding him up. They then walked into the castle with the praetorian's close to them.

******

Herzog sat quietly in a chair, the report of their defeat at Ponyville on his mind. One the nearby rooftops he could see anti-air defenses being set up, and flak cannons being placed in the streets down below. Up above several pegasai were being forced to move clouds outside the city to produce rain showers. The door in his office opened and a young lieutenant walked in. "Artillery is read to fire sir. We're waiting for your orders."

"Is it complete?"

"The rotors are being set now and explosives are set in the key buildings here. I await your command for the artillery, sir." All Herzog did was motion his hand.

The door shut again, leaving the room empty. Within minutes artillery began to fire outside the city to level the ground and the rain clouds would bring mid and grim.

"They wont have Manehattan, all they'll have is ruble and bodies." He looked out towards the harbor, at the massive battleship being built there.

Author's Note

Glad I finally got this chapter complete, I know it took a while but I hope you all enjoy. Last one is almost here. Anyways I hope you all enjoy. And do what Fluttershy is doing, and bundle up, Its damned cold out. And have a safe holiday. Art was by the artist Pencils