An airpony quickly ran into the council room, passing the several wounded Equestrian, Deer, Human, and Diamond Dog soldiers lying in the hall and being looked at be doctors and nurses from the local hospital. Inside he saw Ademar sitting at one of the chairs and looking over the table. Rommel sat close to him, his arm in a sling and his hat on a table.

The pony quickly set his camera and the pictures on the large table. Twilight and Starlight quickly walked over to him and looked at the pictures. “I was right, they're dug in.” Starlight said. “Anti-air artillery atop buildings and in the park’s and Arado E.381's atop buildings ready to launch. They even put the 349's up. . . “

“What is that?” Twilight pointed towards the large ships in the harbor.

“That's his answer to defeat. An H-Class battleship, has lots of fuel and lots of ammo. They have enough to survive years at sea, the second is a large aircraft carrier made from pykrete.”

“Those fighters look like yours Ademar.” Twilight said. Upon hearing this he stood up and walked over to her. He looked down at the similar looking fighters.

“Those are Japanese made versions of the Me.262. I cant remember much on them or the name in Japanese, but I remember the translation being called , 'Orange Blossom' or something. There’s about forty jet aircraft brought over from earth along with a handful full rocket aircraft, I don’t know how much they’ve been able to make.”

“They look like cheap knockoffs of my fighter.“ He said, causing Albert to give of a small chortle. “How comes the repairs on the zero?”

“Almost done. We're getting her hooked up to a zeppelin now, along with yours.” Albert said.

“It'll be a while until we reach the city, bout a weeks march if we don't stop. When will we leave?” Hammond asked.

“The entirety of the Equestrian army is coming to Ponyville, hundreds of thousands strong with Dimondian and Griffon aid. Every zeppelin built by Equestria and the Griffons are going to converge on Manehattan.” Rommel said, he pointed at the map. “The Griffons will attack from the sea, using their magic and air power to keep their ships occupied so we can move in through the ground. Diamond Dog forces will move in first while ours will gather here, at this location in between Manehattan and Ponyville. A shipment of four thousand rifles, forty cannons, and four hundred machine guns have been supplied from the Griffons to the Diamond dogs.”

“That was fast.”

“Griffon industry rivals Equestria's in speed, plus the rifles we have aren't hard to produce, so are the cannons." Twilight said. "They were only able to produce one zeppelin out of the two we gave them.”

“So. . . combining it with ours. That's. . . seven.” Ademar said. “Seven zeppelins with several aircraft and two handfuls of smaller airships.” A letter soon appeared on the table with a small flash of light. Rommel grabbed it and broke the seal off.

“Whats it say?” Twilight asked.

“The princesses have set a time. In three days we'll move out towards Canterlot. The Diamond Dogs have started their advance on the nearby areas.”

“Good. We should send them air support, they have no planes.” Hammond said.

“Our planes wont reach them in time, our bombers might but they'll need refueling as soon as they reach them.” Ademar stated. “And we don't know for certain how much artillery the axis has.”

“Enough to level Manehattan six times over, they'll be waiting for us, mine fields have already been set and hedgehogs have been set up all outside Manehattan.” Starlight said, “To save on soldiers they are using something called a teletank, a type of unmanned tank. They are using armored cars for this, as well as lighter tanks captured from Russian forces or even ours. They'll either have flamethrowers, canisters of poison gas, smoke canisters, or machine guns.” She uses her magic to project a holographic image of the tank above the map.

“These antennas, they can be vital targets to stopping them.” Ademar said.

“There has to be a control tank nearby to control them, along with the tanks are the Goliath tracked mines, basically small moving landmines.” She explained. Ademar stared at the map quietly, staring at both Manehattan and Canterlot.

“We'll be under constant rocket bombardment unless we act now, once our zeppelins and aircraft are fueled we must go.” Ademar said.

“Patience. . . I know waiting longer will only increase their time to strengthen their defenses, but we have to wait.” Rommel said. “You've barely slept since the battle ended, go and get some sleep Ademar.” He sighed, but took his advice. Ademar nodded and walked out of the council room.

Once outside its big doors he looked at the council room and then towards the hallway that his room was one. Sighing he walked forward, towards the stairs and past the wounded that lay on the floor.

The makeshift dungeon was colder than the rooms upstairs, in its cells were Changelings and few Humans, one of which held his brother Klaus. In one of the cells, across from commander Mayflies, he saw Klaus laying on his bed. He walked over to the bared doors and looked at him. "Klaus." He said. The man didn't seem to notice, all he did was just stir on his bed. “Klaus. . . I'll be going to Manehattan soon, with everyone else, I want you to come with us.” Klaus still didn't move.

Ademar looked at the Changeling watching him.

“Think you could keep an eye on him while I'm gone?”

“Well, we're sorta trapped in here. . . but I'll keep an eye on him.” The changeling said.

“Thank you.” He looked back at Klaus before walking back towards the stairs.

“How much longer will we be in here?” He asked. Ademar stopped and looked back at them.

“I'm not entirely sure to be honest, I'll ask Twilight when I see her.” The Changeling smiled and gave him a small nod before returning to the second changeling on the floor.

Once he reached the top of the stairs he saw Hammond walking down the halls, looking at the wounded that lie there. He was dressed in in his uniform with his helmet in his left hand and sten slung on his back. “Many here will live to see tomorrow, but there'll be more to some in the following days.” He said. “Rommel has agreed to go in by land while you and the other pilots go in by zeppelin.”

“I suppose. . . how long do we have?”

“Two days Ademar, two days of preparation. You'll gain control of Equestria's air force, bout four hundred aircraft and the few zeppelins we have. We'll have the entire armored force, artillery, and infantry. . . hope those Diamond Dogs loosened them a little.”

“We'll know once we get there.” He said. “Is the princess coming?”

“Yes, she'll be in the lead airship, you'll be in that one as well.” Ademar began to walk with him through the halls. “Rommel will be leading an advancing force to Manehattan first, try meeting up with the Dimondian soldiers.”

“When's he leaving?”

“Tonight, he'll be taking most of the human soldiers, m'self including, most of are armor and cars as well, probably bout five hundred going with him.”

“I pray he gets their without any trouble, any word from the Diamond Dogs?”

"No, we didn’t give them radio’s and we didn’t receive any form of message.” He stopped and looked at Ademar. “It's uh. . . been a pleasure Ademar, might be the last time we meet.” He outstretched his hand. Ademar took it with his and shook it.

“Es war ein Vergnügen Engländer.” He said. Hammond smiled and let go of his hand. He then walked towards the stairs and out of the castle.

Ademar walked towards one of the castle windows and looked down at the convoy getting ready to leave. Light illuminated the field below. Atop the new lead tank, a captured and repaired Maus with sandbags and tree trunks as improvised armor, was Rommel. He was directing a group of Ponies with the captured axis half-tracks, next to the tank was Artyom, he was talking with another Russian soldier.

Few axis vehicles they had captured were being refitted with improvised armor and parts scrapped from destroyed axis vehicles. Few six Japanese Type 97's and a single Type 89. German Kettenkrad's with wagons behind them, half-tracks with wagons, tanks, and few armored cars and few trucks carrying the needed fuel. The weapons taken from the axis were sent to the factories to be studied and rebuilt for Equestrian use, the same with the planes that could be salvaged. Equestrian renaults quickly lined up, along with the artillery tank, next to the human vehicles.

Once everyone was mounted in the half-tracks, cars, and riding on tanks Rommel climbed onto the Maus and ordered them to move out. The engines echoed throughout the town. Almost an hour later and the sounds were gone. Ademar walked away from the window and towards his quarters.

***Six days later***

The soldiers drove out of the large forest and stared onward at the horrifying site in front of them. Once a great and green plain, once verdant with life, was now a horrible muddy and wet terrain full of destroyed houses, dilapidated tree's, craters full of brown water, even the sky was full of grey and black clouds from fire's. “Gods above. . . have you ever seen anything like this?” An Equestrian asked.

“I have. . . I’m sorry to say.” Rommel said, he took out his binoculars and looked through them. In the distance he could vaguely make out the silhouetted buildings of Manehattan, standing in their way was the mire of mud and holes. He then saw the horrid sight upon the battlefield. The Diamond Dog force, all of them.

They lay strewn about across the field, in the craters, in quickly made but unfinished trenches, in foxholes made from bombs, and in ditches. “They slaughtered them.” Hammond said. “What do we do now?”

“We move forward, if we come under fire we'll dig the trenches they didn't finish, use the craters, or even their bodies.” Rommel said. He banged on the top of the tank and it lumbered forward. A tiger tank and a captured Panzer II moved next to his, followed by the Equestrian Renaults and captured Japanese tanks, armored cars, half-tracks, and then infantry.

As they walked through the field they soon saw the full face horror of modern warfare. The Diamond dogs that lay about the field were mangled and broken in all sorts of ways. Some were whole, with obvious bullet wounds in them. Some were not so whole, missing limbs and chunks of their bodies. Some lay disemboweled, their innards hanging out next to them or blown about across the plane. As they moved over a road they saw what remained of an artillery team laying in it's ditch.

Some of the cannons operators lay atop the destroyed cannon while others lay near of around it. Its officer, who he could be recognized from his uniform, lay in the center of the road, his legs blown off from an explosion and his helmet laying nearby. The tank lumbered over the hill, running over a mesh of barbed wire with a few dead diamond dogs trapped in it.

The field of mud and death seemed to be endless, now seeing the rest of the dimondian force, as well as the legion of rats and crows feasting on them. Next to a large oak tree was one of the few armored cars given to the diamond dog army. It was gutted, its roof still there but its turret laying feet from the destroyed car and its engine laying just as far.

“Everyone, stay alert.” Hammond yelled. He walked past a small crater and looked down into it. In it was a diamond dogs corpse, picked clean by the rats and covered in what remained of its armor and clothing, his helmet was still on. They drove past a destroyed house with a large pond of mud next to it. Laying close to the pool was a festering corpse, the poor dogs head and face had a massive hole in it, completely wiping away his identity and another lay face first in the puddle next to it.

The stone fence it once had around was now destroyed, the bodies of Dimondian soldiers lay behind it, some still clutching their weapons and some covered by the stone it was made from. One had his left hand blown of and his left leg was severely burned, as well as his side, was in the same sorry state. The one that lay across the first seemed to have no damage, save the raven eating his hand.

The third was rotten and covered in mud, his arms were gone and his chest cavity was torn open from shrapnel and his muzzle was blown completely off, leaving only an eye socket, and bits of teeth and lower jaw. His uniform was eaten by rats and was devoid of its original color and he could make out small bits of chain mail around it's shoulders, sleeves, and hood. Inside his belly Hammond could see the rats move around his ribs and eat what fleshy bits remained inside.

At the sight of this a Equestrian soldier quickly dropped his rifle and ran behind a tree stump. Behind it he could hear the soldier retching from the sight and the smell that was trapped in everyone's noses. A thick mist was ahead and everyone was alert and slowly moving forward, stepping over the broken corpses. They soon found an almost complete trench line with few bodies in it. They quickly climbed in it.

An Equestrian soldier quickly crawled over to a small dirt mound, a corpse in front of him covered by a bit of dirt, its paws sticking out. He touched the body with his hoof, hoping to move it away.

Without warning a small metal device from hidden in the Diamond Dog's torn open chest cavity shot up in front of the Equestrian. As it reached three feet in the air it exploded, sending shrapnel into his face and the surrounding allied soldiers, the metal tore into them. Some were launched back by the violent explosion while other writhed in pain from the metal shrapnel.

Then, the familiar whizzing sound was head. A round impacted an allied Diamond dogs head and caused its contents to splatter against another ponies ponies face. Then another shot was heard, going right through the Equestrian soldiers eye and out the back of his head, taking his helmet with him, then several impacted his chest, almost making his body 'dance' in a way.

Heavy and Light machine gun fire, mortar rounds, and rocket fire from their launchers broke the silence, ripping apart the now dead Equestrian and his companions around him like they were mere tissue paper.

Soldiers were hit in the head, the cheek, the shoulder, everywhere. Explosions from mortars scattered them, sending some flying into the air and separating limbs from their bodies. “COVER!” Rommel yelled, the Equestrian, Human, Griffon, and few Diamond Dogs quickly flocked into the abandoned trenches, one Equestrian being blown into it by an explosion.

His tank turned to its side, making sure all incoming gunfire hits the tree trunks and sandbags along its side. Several other tanks did the same. One of the tanks, an Equestrian version of the Russian T-38, took a rocket directly to its side and caused it to explode.

As soon as they entered the trenches the allied soldiers quickly returned fire, leaning up or laying on their bellies to fire back. A machine gun crew quickly set up their Mg/08 and returned fire. But as soon as they started to fire a mortar round hit them directly, splitting the Human operator in two while sending his Griffon companion a few feet away, he survived and was quickly pulled into the trench by another soldier.

Hammond quickly took cover behind what remained of a tree stump, just in time for bullets to impact it. Rounds fire from light anti-tank cannons impacted the allied armor, one of the Equestrian Renault’s taking a direct hit from a rocket caused it to explode and launch its turret about fifteen feet away from it in a trail of fire. He quickly ran to a makeshift barricade made from a downed tree and a diamond dogs corpse. As he ran towards it several allied soldiers were struck down by incoming bullets.

He fell on the ground, right behind the barricade next to a Griffon. They both looked up. “Where in tartarus are they!? I cant see anything!” The griffon yelled. Hammond looked over the barricade and looked at the fog made by the smoke of explosions and watched as the bright gunfire shot from it. The griffon took a round to his cheek, taking his helmet off with it, then another round ripped right through his head. Hammond quickly moved into the trench and returned fire with his sten.

An Equestrian medic pulled one of his injured comrades into the trench. The wounded soldier had a bullet wound in his thigh. “Just hold your hoof here i'll get you some morphine!” Other soldiers were running for cover, some slipping on the mud and falling into the ground and into the puddles.

A few armored cars raced across the field and towards the oncoming fire. Their guns shot at the entrenched Japanese soldiers, some were in bunkers made from concrete and sod. One of the cars, an Equestrian Rolls-Royce, was hit by an explosion on its side, causing it to flip over and crash. Rommel’s tank quickly revved and moved towards the Japanese lines, followed by the other tanks. “Keep moving forward!” An american soldier said. Artyom, who was running alongside Rommel's tank, ran forward. In his hands he held a Russian DP light machine gun and wearing a Danish helmet with an improvised visor and in full uniform.

He quickly took cover behind a small group of tree's. In front of it was a rotting corpse of a diamond dog who had been blown in half days prior. He sighed and grabbed the corpse by his jacket. “Sorry about this.” He said, he lifted up the corpse and placed it against himself and charged forward, the body taking two rounds in its back. Firing the DP with one hand he charged forward on a Japanese position, killing the three occupants in it.

Hammond quickly ran towards a foxhole, a diamond dog next to him, as soon as they left their cover the diamond dog was hit twice by the gunfire. One in the side and another in his right shoulder. They both fell into a nearby crater. “You'll be fine don't worry!” He said. The Diamond dog only replied with a painful scream.

Moving him slightly away from the incoming fire he noticed four Japanese soldiers running towards him. He heard one cock his rifle and saw him then aim it. Before he could fire he and his comrades were cut down by a torrent of machine gun fire. An allied medic soon ran into the crater.

“I'll take care of him you go!” She said. Hammond nodded and quickly ran out of the crater.

Artyom dropped the now bullet filled meat shield and ran towards an entrenched German soldier. Before the SS soldier could fire he was cut down by Artyom's gun. He then took cover in one of the craters and yelled to one of his allied Russian soldiers. “Granata!?” He said, waving his hand. An allied soldier threw a small satchel of three grenades to his foxhole. He picket up the bag and took out one of the stick grenades. He pulled its pin and threw them into one of the nearby sod bunkers.

The explosion caused the bunker to collapse and create a large cloud of dirt. Artyom looked up and to the side to see a Japanese soldier walking towards him, pistol in one hand and bayonet in the other. Before he could fire Hammond quickly tackled him. The soldier then ripped him off and grabbed him by the throat and began to choke him, pinning Hammond against the foxhole. Hammond, with what strength he had slightly lifted the soldier up. Artyom took the Japanese soldiers pistol and unloaded its clip into his side and head. The soldier slumped down onto Hammond, who then threw the lifeless corpse aside. "Thanks." He said.

“Dobro pozhalovat'” Artyom replied. He put the pistol on his belt and gave Hammond his sten back. They then ran over the small line and behind an allied Tiger that was providing them mobile cover and support. A nearby Equestrian medic drug a legless pony into a crater by his jackets collar and tied belts around his nubs. Nearby he saw Rommel's tank fire upon one of the concrete bunkers, causing it to explode into a bright ball of fire and sending its occupants out covered in flames.

In the closest allied trench line the soldiers were unloading round after round of rifle and machine gun fire at the axis line. A light mortar team quickly loaded their mortar and fired a round into the nearby trench, causing some of the axis soldier to be launched from it. A griffon armed with an Equestrian Beretta 38 unloaded his entire clip at the axis soldiers, possibly hitting one or more. Some of his rounds bounced off the body armor they wore. He then took a direct round to the head, causing it to go through his helmet, he then fell back onto the ground.

An Equestrian armed with a captured panzerfaust fired at one of the sod and sandbag bunkers, not causing it to explode but causing its side to collapse and disable it. Another panzerfaust shot fired by an allied German hit the concrete bunker directly in its open window. The resulting explosion obliterated the building and its shock wave knocked down nearby soldiers.

The crew of an allied machine gun was directly hit with a torrent of bullets, its human operator taking several direct rounds to the chest and slumping over onto the gun while his loader fell into the trench. “Damn it!” An officer yelled. “You on the gun, you man the launcher!” A British officer ordered. Another soldier, a Griffon quickly got onto the gun and she quickly fired at the concrete bunker. “Cover!” Several soldiers, including himself, sat up and fired at the bunker. Their fire hitting one of the SS troops manning a Type 99.

“MOVE NOW!” A Equestrian stormtrooper yelled. Quickly another stormtrooper ran out of the trench and into a crater, using his magic to cover himself in a small barrier and use three different weapons at once. He quickly looked out of the trench, gunfire hitting the ground right in front of him but luckily his goggles protected his eyes. He charged his horn and fired a magic missile directly into the gunners of the bunker. The resulting explosion was a color mix of green from his magic and orange from the fire. The nearby axis soldiers were knocked down by the blast.

“GO!” Hammond yelled. Soon he and the soldiers he was with charged out of the trench and towards the axis lines. As they ran they fired at the axis line, explosions hit close to them, knocking down or killing some of the soldiers. One explosion from a mortar hit an Equestrian, sending him screaming and spinning into the air to only fall on a soft patch of dirt nearby. The female griffon manning the mg/o8 quickly unhooked it and ran towards the other trench line. Artyom fired into the axis lines, hitting several Japanese and German troops in the process.

An Equestrian soldier quickly stopped and fire his rifle at the axis soldiers, hitting three of them directly with his shots, one of his rounds bounced off an SS soldiers body armor. A Russian soldier who was sprinting towards the axis trenches threw his rifle at a Japanese soldier and ran head first into him, grabbing him by the sides and pulling him into the trench.

Another axis soldier rammed his knife into the chest of an advancing griffon while a Diamond dog used his helmet as a makeshift club and struck an SS officer in the face with it while an Equestrian next to him rammed the but of his rifle into another SS troopers face.

The griffon armed with the heavy machine gun stopped above the trench line and unloaded the entire box magazine into the advancing SS and Japanese troops. As both sides clashed in the trenches a bitter and violent melee insured. An Equestrian stormtrooper jumped at the edge of the trench head first into the chest of a Japanese soldier armed with a sword, his horn was driven deep into his chest.

A Diamond Dog hit a Japanese officer in the face with a small mace sending teeth and blood flying, a French soldier grabbed an SS soldier by the neck and threw him down, a Japanese officer drove his sword into the chest of an Equestrian soldier, Hammond rammed his elbow into a Japanese soldiers neck, an SS soldier grabbed a charging Griffons rifle and threw him down with it, another Equestrian soldier rammed his rifles bayonet into the chest of a nearby Japanese soldier.

A Diamond Dog pinned a Japanese soldier down and stabbed him repeatedly with a short sword, he was then ripped off by another Japanese soldier and pinned against the trench. Before the man could strike the Diamond Dog with a rock he was shot in the back with a sub-machine gun, he then ripped the soldier off him and stabbed him in the side with his sword.

A Japanese soldier slammed the fuse of his grenade against a rock, making it smoke and spark. Artyom slammed the but of his DP into his face, causing the soldier to drop the grenade. He then grabbed the soldier by his bandoleer and threw him down onto the grenade. It exploded, sending a cloud of blood to come from his back and sending Artyom into the trench wall, his ears ringing violently.

As the axis soldiers retreated from the trenches and towards the dead forest, the allied troops continued to advance and continued to fire at them. A nearby Equestrian soldier threw a grenade into the opening of a small tunnel, the explosion causing it to collapse. Rommel's tank came to a stop above the ruins of a destroyed pillbox. He exited the tank and looked around. "Day one." He said.

Three hours had gone by and the sun was slowly going down, the surrounding area was illuminated by the waning sunlight, flashlights, lanterns, and the fires from burning debris and destroyed vehicles. Rommel walked through the trenches and looked at Artyom and Hammond “You alright?” He said to Artyom and Hammond. Hammond helped him off the ground.

“I fine. . .” Artyom said.

“Aye I'm peachy as well.” Once everyone had stopped firing Rommel looked around. He saw wounded soldiers being moved around the field and trenches while the dead were being moved out of them.

“Good job everyone,” Rommel yelled. “We'll stay here tonight, hold this spot until reinforcements arrive. Find yourselves a safe hole in or near the bunker, get some shut eye. Take watch every two hours, if you have to go, if you haven't soiled yourselves already that is, go dig a hole and be quick about it. Its not safe here or out there.”

He walked towards one of the intact bunkers that led into a small and sturdy cave system, there the wounded were being taken. Two allied German soldier walked into it, another human being carried by the two. He wore only a boot and his trousers, with a single strap going over his shoulder. His feet and legs were bleeding and he had a large cut on his chest. They quickly set him down on a mat.

Outside Hammond watched as the soldiers began to gather the axis weapons into piles, several of these weapons was the Japanese Type 87 knee mortar. Most of their heavy and light machine guns were being re-used by the allied forces. Axis heavy mortars were being moved in the opposite direction and tanks were quickly lining up in front of the trenches.

Artyom was quietly working on making an improvised anti-tank weapon called a Geballte-Ladung. He was tying several Japanese and German grenades together using barbed wire to hold them together. In front of him was a small fire with a Griffon and an Equestrian sitting beside it.

The Griffon was quietly eating her rations while the Equestrian simply stared into it. Hammond tied a Japanese officers sword to his belt and sat next to Artyom. Another Human, a German and a veteran of the first World War, was making an improvised club from a thick wooden branch, barbed wire wrapped around the end with nails to hold it down, and shoelaces for the grip.

Next to him were several small tin cans turned into grenades, a soldier next to him was sealing their lids with wax from a small candle. “You do this in the first one?” Hammond asked. The German didn't reply, simply nodding. A shuffling was heard outside the trench line, causing the Equestrian and Griffon to jump, but not the humans.

“What was that?” The griffon said, holding up her rifle. The German laughed.

“Sie sind Ratten.” He said, he then went back to the club.

“What?”

“Rats.” Rommel said, taking a seat next to Artyom and taking off his hat. “They're rats, come to feast on the dead and wounded, or even the ones that are sleeping.”

“How long until our reinforcements arrive sir?” The Equestrian asked.

“I just got of the radio with Ademar, the Zeppelins are a day out. Should be here by tomorrow afternoon.” He saw the several allied soldiers reinforcing the trenches and barricades with sandbags and axis helmets. The same armament was being put on the tanks and armored cars.

The soldiers drug the axis corpses into a large crater close to the trenches while an engineering crew was removing the turret of a downed armored car and setting it up in the trenches. One of the French officers walked towards the fire and sat down.

“What are our orders?” He asked.

“We'll hold the line until our reinforcements reach us, reinforce the trenches and foxholes with dirt and sandbags, hell get the vehicles we lost as barriers.” The soldier nodded and said.

“Ils ne passeront pas.” He walked towards a sod bunker and walked inside. The trenches were being widened for the few anti-aircraft guns they had, some captured Axis guns were being strapped together and attached to wagon wheels as an improvised air defense gun.

One of the surviving brass cannons brought by the Dimondian force was being cleaned off and set in a trench, beings it was a breech-loading it would be easier to load in the trench. Several German Pak-40's and several Japanese Type-31's were captured and were being lined up in small fortifications around the trenches. Several helmets were being lined against the trenches and being tied onto the surviving armored vehicles.

“Lets hope they get here sooner.” Artyom said. Leaned back on the dirt and covered his face with his jacket.

********

Ademar walked through the zeppelins cavernous inside and towards the command gondola. Inside he saw the Equestrian and Griffon crew piloting the massive airship. A small plane flew by the cockpit and began to slow. Once it was under the second zeppelin a unicorn engineer caught the plane and connected it to the airship. five out of the six are going to Manehattan, the sixth destroyed in the battle in ponyville.

The largest, and recently completed one was the airship called the Aquila, an airship much larger than the, 'Assault type' the first ones were. The first were about five hundred and seventy feet long with a diameter of a hundred feet, but the Aquila was close to twelve hundred feet long with a diameter of almost two hundred. It was the first of Equestria's experimental airships.

This one was designed to carry troops and supplies in a large hangar underneath the hydrogen cells. The hangar could also be modified to carry and transport aircraft, but due to many of the aircraft being damaged in the first assault on Ponyville, it was turned into a transport that currently had about nine hundred soldiers crammed together in it and it would be making several trips back and forth from the field to Canterlot for more. The princess said they could teleport it to Canterlot and back, making a sort of massive portal for it to make the distance in a day.

Smaller airships, a little longer and stockier than a barrage balloon, flew among the small fleet. These smaller and cheaper airships, and decently fast as well, had a crew of about twenty-five and its defenses consisted of a single one-pound anti-air cannons on top of it and two heavy machine guns in a small nests atop it at the front and tail of the small airship, similar to the larger airships. Like the larger airships these ones also had machine guns in it's gondolas and a magical shield, though weaker than the much larger airships shields.

It had two gondolas, one for the command crew and another for the rear engine. The propellers that moved these small aircraft were divided among the gondolas. One was on the command gondola while another three were on the rear gondola. They were drawn out to be a type of patrol or light bomber airship, due to their small size they had a decent cruising speed, and they had a crew cabin inside that could be refitted into a bomb bay. In this current situation all had bomb bays.

Only a small handful was with them, about eleven. Due to their easy to constructs frame and only having three hydrogen cells in it, one large one in the center and two smaller sized ones attached to it, a skilled team of Unicorn workers could constructs one in half a day if they had all the parts with them. For non Unicorns it would take close too two or three days.

“Any word from Rommel?” Starlight asked, walking into the command bridge.

“They were able to capture several of the forward trenches from the Axis. They aren't sure on how many are dead.”

“The Axis'll hammer them day and night if we don't reach them soon.” She said, walking towards him. He looked down at her.

“What forced you?”

“I'm sorry?” She asked in a bemused voice.

“What drove you to serve them?” He looked down at the small pony. Starlight looked down at her hooves and sighed.

“I thought they'd bring equality to Equestria, said if I help them they'd make me the new princess. . . Celestia, was I so foolish to believe them.” She slowly walked to an empty chair next to the radio operators console. “After I found out the truth of their plan... it was too late. Herzog he... ”

“You don't have to go on Starlight, I was as foolish as you once, now look where I am.” He said, walking towards her. “I was once a loyal soldier to a regime built upon hatred, and I was just a pawn, same as you. And now... we're fighting them, I'm fighting people I used to be allied too, some I was friends with.”

“This must be tough on you.”

“It is, my brother hasn't really said much to me since he was captured. The only thing he told me was that our parents had been killed.” He said, sitting next to her on one of the chairs. Starlight gave him a horrified look.

“I'm... Ademar I'm sorry... I had no idea.”

“It's fine Starlight, they weren't in the camps, thank god, they were killed in an allied bombing run near Berlin. Cant even remember the last time I saw them.” He leaned back in the chair and stared at the ceiling. “Do you have children?” He asked, still leaned back but now looking at her.

“Me? Oh no... well not yet at least. One day I might have one or two, but that's long from now. Gotta find someone first.” She said. “Do you?”

“Yes, I have a son. He and his mother aren't in Germany, they fled to England and then to America.” He leaned back up and took out the picture in his wallet and showed it to her.

“He's cute. You planning on going there after it's over?”

“I hope, I'll probably have to turn myself in or speak with certain people before entering the country, but as long as I see them is all that matters.” She looked out the window.

“I hope you'll see them again, me on the other hoof. . . I've got a lot to answer for.” She said, laying her head on the arm rest, looking out at Equestria's night sky. In the distance she saw an orange light illuminate the night sky. “What in the name of... ” Ademar looked out the window, as did many of the command gondolas crew.

In the distance was a massive forest between them and Manehattan, it was set ablaze, the fire illuminated the night sky.

********

Allied soldiers watched as the inferno behind them blocked their only means of retreat, its flames stretching high into the air. From the edge of the forest, slowly advancing towards them were several Axis soldiers clad in fire retardant armor, flames arching from their weapons. A loud roar caught their attention, from behind them were several advancing tanks and other armor from Manehattan. Many of these were captured Equestrian armor.

The tanks fired, their rounds pelting the area's around them with explosions and bullets. Crews in the captured bunkers returned fire with a hail of bullets fired from heavy and light machine guns. Mortars in the trenches fired at the tanks while infantry fired at the flamethrower teams behind them. The allied human soldiers now wore body armor captured from the Axis forces, rounds sometimes bounced off their armor.

The lead tank fired on the incoming Axis armor, one of its rounds hitting a captured Equestrian Renault. But when its gun was blown off and the tank covered in an inferno of flames that would no doubt kill its occupants, the tank moved onward, as if being controlled by someone. “Those must be the teletanks Starlight mentioned, keep an eye out for the command tank!“ Rommel ordered.

From the skies above he heard the whine and roars of the Axis aircraft descending upon the field. The rounds fired from their guns tore holes in the weaker armor as if they were pieces of paper, once they hit soldiers there was a little to no chance of survival from the impact.

Once the rounds impacted his tank they bounced off or dented it, the only Flakpanzer they had fired on the fighters, hitting one and downing it. The flaming Zero crashed into the muddy field in a bright and spectacular ball of flames. Other anti-aircraft crews fired at the incoming planes, most of these guns were simple heavy or light machine guns set on a wagon wheel for a base, some of these guns were strapped together.

Allied soldiers used the cover of tanks and the half-tracks to hide behind when the aircraft descended upon them. Once the plane had left they returned fire at the advancing armor and infantry. A stray round fired from an Allied rifle struck one of the Axis flamethrowers and set him ablaze, the resulting fireball engulfed him and his surrounding comrades in fire. As the Equestrian soldiers watched they noticed how the soldiers, 'danced' in the flames.

As the armor advanced so did the infantry behind them. A round fired from a captured Soviet tank hit one of the Allied Rolls-Royce armored cars and caused it to explode and sending its chassis flying back in a ball of fire. Axis soldiers were advancing ahead of the teletanks and taking cover in nearby foxholes and craters.

Among the teletanks Artyom noticed a half-track with several cables and an antenna slowly advancing behind the line of armor. “There, there's the command car!” He yelled. One of the Equestrian renaults fired its cannon at the armored car. The first round bounced off its armor, but the second hit it directly in its treads, disabling it. Artyom picked up one of the captured panzerschreck's and aimed it at the half-track, from behind a Griffon loaded a rocket into the launcher and patted Artyom's back.

The rocket flew from the tube and towards the control car. The rocket impacted the engine of the half-track, causing smoke and then fire to come from it but not causing the teletanks to stop. The second rocket impacted the large antenna atop it, then only a few teletanks were halted, but the rest continued towards them.

Once the Axis soldiers were close enough they charged into the trenches with bayonets on their weapons. Japanese soldiers used their rifles as spears to ram into the allied soldiers, some of these soldiers slashed with the blade on the end, almost like a makeshift sword. A Frenchmen wearing a adrian helmet and a captured Axis breastplate wielding a makeshift club hit an Axis soldier in the head with the club, he then struck another in the face with it, and then another in the head with it.

A Japanese soldier charged Artyom with a bayonet, he quickly moved away from him, grabbing the rifles barrel and diverted the bayonet directly into the chest of another Axis soldier. He then grabbed the first one by the collar and slammed him onto the ground. A nearby Equestrian stormtrooper hit an SS soldier with a trench shovel, she then used her magic to use several other weapons and a piece of body armor to protect herself from the incoming fire.

A Japanese soldier wielding a long lance looking weapons ran towards the Flakpanzer. He then threw the weapon like a javelin, once it impacted the flakpanzer's side the resulting explosion disabled the gun. Another one of those lances hit an Equestrian renault right where the gunner would have his ammunition stored, no doubt killing the occupants within.

More and more axis troops descended upon the waning line of soldiers, some even ramming their bayonets into those lying wounded on the ground. As they continued a bitter and brutal melee was going on in the packed trenches and above. Allied and Axis troops used improvised melee weapons against one another, Hammond even used a club made from the tube of a discharged panzerfaust. The allied machine gun nests were slowly being overrun by enemy soldiers or being destroyed by explosives fired from Axis armor.

A loud whining soon broke through the conflict, up above an allied 262 flew past the allied trench line and fired at the incoming armor. One of the rockets fired from his aircraft hit one of the closest Axis tanks and caused it to erupt into ball of flames and knocking down several soldiers around it. Equestrian aircraft flew above the trenches and dropped several bombs onto the incoming Axis infantry and armor while their gunners fired at them.

Above the smoke coming from the tree's the large and small zeppelins emerged from the smoke, the largest one slowly descended towards the battlefield. Axis soldiers fled back towards the city while a few of the teletanks moved forward. The large zeppelin moved over the trenches and soon its defensive guns fired on the field. One of the captured Pak-40's fired and destroyed the last control car, a modified Panzer, and caused the line of pilot less tanks to stop.

One of the allied soldiers quickly climbed to the top of the trench line and fired a flare up into the sky. The large Zeppelin was almost touching the ground, once it was close enough one of the large bay doors on the bottom of it, also used to drop off aircraft, was now being used to drop off several soldiers, armor, and supplies. An Equestrian officer quickly ran over towards Rommel's tank. “When will our advance on the city begin sir?”

“They've left us no other choice but to strike now. If we don't more aircraft and artillery will come and they'll widdle us off one by one!” He looked out towards the city, beings the forest behind them is still ablaze and the sun is slowly rising in the east, he can see the city shinning clearly in the distance. “Funnel the wounded into the zeppelin and move any able bodied soldier to the front, radio our Griffon allies to the east and radio our air power to move in on the city and target their airfield.”

Ademar flew over the shell torn fields outside Canterlot and towards the city with Albert, who was flying the captured Zero, and what was left of the Equestrian airforce. As they flew in a somewhat scattered formation towards the city, he could already see the axis aircraft making their way towards them. From the street's below several rocket powered aircraft were launched into the air and one they came to a stop they began to glide towards them.

Ademar was the first one to open fire on the axis aircraft, hitting a japanese zero directly with a few rounds from the cannon, causing it to set ablaze and descend to the ground. An allied biplane quickly picked up speed in a chase with an axis 109. Due to the Unicorn gunner using his magic he was able to propel the plane at higher speeds, teleport it from danger, create a barrier, or even fire magic missiles at the incoming aircraft.

The strange rocket aircraft began to fire upon the incoming allied planes. Rockets along with automatic cannon fire impacted some of the smaller Equestrian biplanes and missed, only somewhat bouncing off due to the Unicorn magic protecting them. A few of the small rockets hit one of the advancing zeppelins behind them, only to explode on it's protective shields.

Atop the tallest buildings in Manehattan the small parasite fighters Starlight told him about, the Arado E.381's, were being launched off makeshift ramps and skids or being dropped from their parent aircraft.

As Starlight had mentioned day's prior, most of these fighter's were interceptors made primarily of wood with few metal parts, like the He.162's that were among the axis aircraft.

The E.381's were fast and agile opponents, quickly flying out of the way to avoid the cannon and machine gun fire from allied aircraft, though he did see some fall down to the ground in a burning frenzy, smashing into buildings and streets below. “Everyone be careful, civilians are no doubt on the ground.” Ademar said to the allied fighters.

“I can barely see any down there Ademar, where do you think they've run off too?” Albert said.

“The park's would no doubt be swarming with anti-air weapons and the street's would be clear, they're most likely underground in the sewers or metro stations.” An Equestrian pilot said. “Or they're hidden in the basements of their homes.”

“Incoming!" Another pilot screamed. As soon as Ademar looked in the second pilots direction his small biplane was struck with a missile from an axis fighter. Flying past the black smoke was another Me.262 like his, and another, and another seven followed their commander, their vapor trails made long white lines behind them. Some were German while four were Japanese copies.

“Those are your’s Ademar, I’ll try to assist if I can.” Albert said, quickly flying towards him.

Ademar quickly angled his fighter upward and towards it’s sister aircraft and fired the gun, most of the rounds missing except for the rear fighters. As the fighter’s scattered into the clouds, many of them began to fire upon the closest of zeppelins and biplanes. The wood framed aircraft stood little to no chance against the 30mm cannons of the jet and rocket aircraft.

Only the three zeppelins stood stalwart against the cannon and rocket fire as their shields flickered every time a round impacted it. Several axis bombers, now converted into gunship roles, flew towards the zeppelins. Strapped under them were even more of the parasite fighters, except for one.

The small rocket aircraft unhooked from the parent bomber and quickly flew towards one of the zeppelins at top speed. The small plane rammed the side of the zeppelins shields, causing the resulting fireball to arc across the violently flickering shield. “If another hits here the shield is gone!” An Equestrian pilot said.

Several of the Equestrian biplanes quickly made their way to combat the newly released suicide fighters, but were quickly intercepted by axis zero's and Me.109's. “I'll get him!” Albert said, flying past Ademar and towards the small rocket plane.

Almost out of nowhere an axis Me.163 cut him off and blew several holes into his fighters side and wings, causing the left one to fly off. “Ah hell! Ademar I'm down!”

“Get out of there now!” He yelled. Hearing nothing but radio silence he quickly disengaged from the fight and made his way towards the plummeting zero. The canopy was open and he could see Albert climb out of it and deploy his chute over the suburban area in the city.

“Sir the zeppelin!” An Equestrian pilot yelled through the radio. He looked up and saw several rockets impact it's shields, causing them to flicker once more and eventually dissipate.

“Captain get your shields back up and quick!” Ademar said.

“We're trying sir, the unicorns we have aboard are trying to generate one as we speak!” He could see the shield the zeppelins captain spoke of. It was slowly forming at the bottom of the zeppelin and making it's way to the top.

“Look out!” Another pilot yelled. One of the small rocket fighters he saw before rammed the zeppelin from the side, sending it and the accompanied fire ball from the other side. The fire began to spread along it's hull, explosions from the fuel cell's caused it to split and half and descend towards the city below.

Rommel watched as the allied zeppelin fell to the ground in a ball of fire. The first half hit the ground first while the second landed farther away, both resulting explosions shook the ground even from his distance away from them. Axis forces had retreated into the city, putting up a stalwart and bitter defense against the advancing allied troops.

The reinforcements from Canterlot helped, getting their numbers close to two thousand on the ground and more coming, Griffon forces were an hour away and their force was larger and just as well armed as the Equestrian force. A large park in the suburban parts of the city provided them with a temporary command post for troop's to supply and regroup in the city.

He saw very few of the cities civilian populous, most were in hiding below the city in the metro stations it had snaking through the cities underbelly. Those that did appear quickly fled the city or took up arms against the axis troops.

Street's were nothing but clear field's for enemy snipers and machine-gun nests waiting for anyone to enter their field of view. Shops large enough held anti-armor and infantry weapons eagerly waiting to be fired. Flak was as thick as the Axis defenses, no fighter's seemed safe among the exploding debris.

“Let's get moving!” He shouted. ”Hammond, you take Artyom and go find where Albert landed, he cant be to far away.”

“Right, come on lads let's go get him!” Hammond said to his men, a handful of Equestrians, a Griffoness, and three other Humans including Artyom.

The city was flooded with debris and shells, from the initial attack and the current engagement. The Equestrian natives of the city were already running out and about, trying to flee the city of cower under something to protect themselves, most simply fled at the sight of Hammond and his soldiers.

A tan coated unicorn with a aqua mane was quickly making her way out of a small store with a small burlap bag strapped to her. The stores windows were all shattered and the inside was a mess with debris and broken glass laying all over the floor, the only thing that remained was the shops former sign. She quickly picked up the loaf of bread and stuffed it into her bag and tied off the top with string.

“Miss where are you going?” Hammond asked, the mare quickly used her magic to take control of a discarded rifle and point it at the soldiers and Hammond. “Easy now, we're not her to hurt you. We just need to know if you've seen a plane crash nearby?”

She lowered the small rifle and walked towards him and pointed down the long street to her left. “That way, I saw it fall towards the park.”

“Thank you, now get someplace safe or try to get out of the city.”

“I will thank you, but wait. I know of a way to get there quicker. Follow me.” She said, taking the small with her magic she trotted past them and towards a large pile of debris. She stopped and pointed. “Take the metro tunnel here and go north, you'll eventually run into park station.” She said. Her horn glowed and the pile of debris faded away.

A clever little illusion to fool the axis soldiers. She trotted down the stairs with the allied soldiers following her into the tunnels, as soon as they entered the illusion covered the metro tunnels entrance. “Who's there!” A voice shouted from the metro.

"It's alright it's only me." The mare said. Walking down into the small station Hammond then saw the small barricade made of rubble, sandbags, and tires with an eager machine gun team held up at it. Several other soldiers and volunteers waited with them, rifles and other weapons drawn and ready.

“Wispy, thank Celestia your alright. Did you get the food?” One of the soldiers asked. She walked over to him and opened the bag. A large piece of bread was taken out and given to him. “Ration it between everypony, foals and foaling mare's get more.”

Hammond watched as she quickly moved around the small metro station, now being used as a sanctuary for the citizens of Manehattan. Small shacks held families of at least six or more, and were shoddily crafted from scrap metal, wood, and stone. Those who did not have shacks slept on blankets strewn about the floor. “How long has this place been here?” Artyom asked.

“Since the axis decided to make their home here and used us as slave labor. Not to mention. . . among other things.” She said, looking at a small segregated corner of mare's.

“Is there something wrong with them?”

“They're pregnant, but not with a ponies inside them.” She walked over to them and left the last, if not largest pile of bread with them. She to took her place among these mare's and setting the rifle beside her. “I'm the one that helps them. The way is through that tunnel, just go until you run into another station, then you'll be there.”

“Thank you, I'm sorry but I didn't learn your name miss. . . ”

“Wispy Willows, I was one of the groundskeepers at the park. Now go.” She waved them off with her hoof and then went back to her bag.

Artyom jumped into the metro tunnel with Hammond behind him and the soldiers following behind, flashlight turned on and shinning the way ahead of them. “Let's get on with it.” He said.

Park station was surprisingly clear, save the rubble and garbage. Moving up the stairs Hammond saw what remained of the nearby buildings and the still green and unharmed tree's. The soldiers slowly walked out of the station, all armed and alert. Hammond stopped at the top of the steps. “Alright boy's, you know what to do. Look for the pilot Albert, he's bound to be near—” A bullet impacted his helm and bounced into the brick wall. “CHRIST DOWN!”

All the soldiers ducked into cover while Hammond slowly and cautiously looked up. Another few rounds fired from a rifle in a building across the street impacted the ground in front of him. “Where is he?” Artyom asked.

“House across the street, third floor.” He replied, “the men and I will cover you while you go and take him out.” Artyom nodded and set his machine gun aside, taking out the pistol he had taken from the dead Japanese soldier.

Hammond and an Equestrian stormtrooper quickly emerged from cover and fired on the shooters position, peppering the window and around it in bullets. Artyom quickly ran out of the station and strait towards the building, quickly jumping through the exposed window.

Once he was inside he quickly and quietly made his way up towards the third floor. Whist going up the stairs he saw a room that looked like a child's room that had colorful walls of blue and green with a shattered crib with a tattered blanket inside. In the floor above him he could hear someone moving around and fire a round back at Hammond and the others.

He quietly walked over to the room, the door was part way closed. He kicked the door open and pointed his pistol at the shooter. “NEIN!” The small child shouted. He was in SS regalia and a helmet that was to large for him dropped the bolt action rifle he was using and raised his hands.

Hammond saw Artyom emerge from the building alone and walk towards him. “Did you get him?”

“A child, I tied him to a radiator, he'll be fine.”

“A child?”

“Yes, send someone for him once this is over.” He picked up his DP-28 and walked towards the park.

The brunt of the fighting was in the center of the city, Rommel had led his troops in full advance towards the docks, driving the axis to a last stand there. Tanks moved up the narrow streets and were easily succumbed to surprise attacks and were open to anti-armor weapons, no matter the faction.

City hall was in sight and the fighting had been even more bitter the farther they advanced. Protecting the building were three Panzer II tanks parked outside of it, several barricades with machine guns behind them and soldiers firing from the windows above. His tank moved forward towards the building. One of the tanks fired but it rounds bounced off the tank and into a nearby building.

Allied soldiers quickly used the sides of the tank as cover to fire upon the axis troops. Rommel's tank fired once at one of the Panzer's. The side of the tank exploded, sending the turret onto the ground next to it. The second Panzer was quickly swarmed by allied troops, and the last was taken out by a round from the lead tank.

The surviving axis troops fled inside of the building while some fled into alleyways to flee the oncoming allied troops. Rommel opened the hatch of his tank and quickly climbed out. “Get our tanks and armored cars to block the street's, get someone and clear out those buildings.” He said. Several Human soldiers were arming themselves and getting ready to move into the town hall. He himself was armed with a pistol and a captured set of body armor.

The allied team then ran into the building, several gunshots were then heard throughout it.

“Sir Griffon forces have arrived and have began to engage axis forces in the northern corners of the city.”

“Good, good. We'll use the city hall once its clear we'll use it as a base of operations.” He saw several allied soldiers emerge from the building with a line of captured SS and Japanese solders with several scientists and non-combat personal. A human soldier walked towards him with a stack of files under his arm. “What's this?”

“Files and research sir, mainly about their studies here. Magic related mumbo.” The American said, “But there are records of the mares they've worked on and their names.”

“Anything else?”

“They used the basement as their research lab. If you wanna see what's down there go and look.” He said, setting the files on a makeshift table. From above one of the large zeppelins loomed over them and stayed in place to protect them from axis planes.

“Radio the Griffons and tell them to move in towards the harbor, axis soldiers are falling back and that's their last strong point.”

“Will do sir. I also informed that Princess Twilight and Starlight Glimmer are making their way here now sir.” He said.

“I want them here and only here.”

“Sir I was just informed that Hammond and his men have found Albert and are working their way here, but they've run into heavy resistance from armored axis troops.” A radio pony said.

“Tell them to hold out, and get everyone ready to move towards the harb—” A massive explosion from a skyscraper nearby shook the ground and shattered windows. The large building collapsed on itself and then list to the side and then finally collapse onto the street below, sending massive clouds of dust and debris into the streets.

Another skyscraper did the same, a timed explosion was detonated in the center and it collapsed. Rommel quickly ran to the radio. “Starlight, did he have and contingency plan set up if they fail to hold the city.”

“He mentioned something like it but I didn't get the details on the plan!” She said through the radio, “By Celestia... look out!” The Zeppelin above was hit with three rounds from an unknown cannon. It's shields flickered violently from the blast and caused it to recoil backwards a little

“Where did that come from!?” He yelled through the radio.

“The ship is online! It's guns have us sighted in!” Starlight said. “We'll be on the ground in a moment!” With a flash of light Starlight and Twilight were on the ground.

“Get inside!” He shouted. Several soldiers and few civilians ran into the metro tunnels to escape the bombardment.

From the skies above Ademar saw the warship and other artillery based on the smaller ships fire upon the city, destroying it's massive skyscrapers and sending clouds of blinding and choking dust into the city streets. To avoid the fire from the ship the zeppelin over city hall ascended into the sky.

The Griffon air support did well at helping to clear up the remaining axis air and capturing their airfield. One of the zeppelins they had brought was blown out of the sky by the battleship in the bay. “Ademar are you there?” Twilight said from over the radio.

“I'm still here Twilight, is everyone alright down there?”

“At the moment, but if that thing isn't taken out we wont be.”

“I have a few rockets left Twilight, if one of those zeppelins can get above it with me it could work.”

“Only the Griffons have one close by, I'll inform them now!” She said. Ademar then quickly turned his fighter around and towards the harbor. In the harbor below he saw several ships moored there, the largest being aircraft carriers made from that pykrete material and steel. But the largest was the H-class ship firing away at the city.

The ship slowly moved past a pier as it fired on the city and one of the Griffon zeppelins. Flak and anti-air burst all around it as it tried to keep away the Griffon soldiers and Equestrian air force's. He angled the fighter down and fired at the ship.

Bullets pinged off the ships hull as Herzog ran towards the bridge. Looking up he saw a Me.262 rushing towards the ship guns blazing and rockets flying strait towards it. One of the rockets hit one of the massive guns and blew off one of the barrels while the rest impacted it's hull. He quickly ran over to an unmanned gun and fired at the incoming fighter.

It quickly flew past and turned around, firing even more rockets at it until there was no more. The rounds fired from the fighter ripped through the ships deck and through the many soldiers that were on it, nearby he could see Equestrian and Griffon soldiers fighting around the cities docks against his soldiers.

Herzog waited for it to be in range once more and fired. The rounds from the AA gun ripped through the jets left engine and set it aflame. The fighter slowly descended and crashed on the nearby beach. “Eingehend!” A crewmen yelled. From above he saw the Griffon zeppelin drop it's payload on them.

The first bomb impacted the back of the ship and the explosions snaked there way up to his location. The last bomb impacted right next to him, engulfing him in flames and sending him careening into the sea.

Starlight watched as the inflamed ship crashed into the pier and become stuck. It's surviving crew crawled off of it and into the water below on fire or not. Ademar had crashed nearby and she and Twilight, followed by a couple of Griffon soldiers followed them. The smoke from the ship had covered the beach in a thick black smoke, but they could still see the dead and wounded scattered about it's sands.

Axis troops slowly hobbled from the water, some to shocked and injured to lift their guns, on the way to the beach most of the axis troops didn't seem to wanna fight anymore, the Japanese troops didn't want to give up so easily though. "Over there!" Twilight pointed, through the smoke they saw him trying to crawl from the cockpit.

Before she could make it to him several bullets whizzed by her and impacted her escort side and Twilight's fore leg. She fell and held her injured leg while her escort fell dead. Another round hit the tip of her horn and blew it off.

From the smoke he came, Herzog, his face mangled horribly and his clothing on fire. His lips were blown off, exposing his teeth and parts of his eye and right face were burned off. One of the Griffons fired back at him, his rifle's rounds hitting Herzog's left leg. He fell to his knees but fired back at the Griffon, hitting his beak and then his head.

He dropped the pistol and looked at Starlight. “Come here. . . Pony!” He climbed back up and walked ran towards her, his injured leg being somewhat dragged. Starlight quickly ran to Twilight.

“Starlight run!8 She yelled, and without hesitation she did so, towards the lighthouse. Herzog knelt down and took a wounded SS soldiers rifle and chased her towards the lighthouse.

Ademar quickly ran out of the smoke and towards Twilight, throwing his helmet down into the sand “Twilight!”

“I'll be alright, but go help her. He's after her, towards the lighthouse.” She said, leaning up a little. He looked at the lighthouse and back at her. “GO!” She yelled. And he did, he ran towards the lighthouse.

Starlight slammed the door behind her and ran up the winding stairs of the lighthouse. With no effort Herzog was able to knock down the door even with his injuries. “Starlight!” He screamed, “Come out now. . . .” He cocked the rifle and walked up the stairs. As she ran to the top she finally realized that there was no place left to run.

Hearing his steps getting ever so closer to her she had no choice but to hide. A large crate covered by a blanket was her hiding place, she quickly crawled inside the box and waited. He slowly limped into the room rifle first, he looked around and scanned for her. “Come out come out little Pony. . . where do you hide.”

She was terrified, shaking violently and crying, hoping he doesn't find her. “Out of all you've done, all you told us, out of all the fun we had, I'm surprised they let you back in.” He said, “You were the reason for all of this Starlight, and I have to thank you my dear.” He looked around the corners of the room and around the light. He stopped and looked at the box she was in, walking over he pulled it down and she came tumbling out.

“Please NO!” She said, holding her hooves up.

“And because of you... we were defeated by a lesser race.” He said, aiming the rifle at her. Looking at her for a long moment he moved the rifle away only a few inches. “Your with child aren't you... ” She could only stare at the ground and not make eye contact with him.

“Yes” She whimpered silently.

“A shame... ” He said, “a sorry waste of my own seed, if only you didn't run.” He raised the rifle again. Before he could fire the rifle was knocked from his grasp by a shovel. When it hit the ground a round went off right beside her and caused her ears to ring violently.

Ademar swung the shovel again and hit Herzog in the chest. Not entirely fazed by it Herzog took the shovel and threw it off the building. Ademar tried to punch him but his hand was quickly caught by Herzog's. The man twisted his arm back until a loud snapping was then heard from Ademar's wrist. Herzog began to use his free hand to punch him repeatedly in the face, causing the pilots nose and mouth to gush with blood.

Starlight used the fallen rifle as a club and struck him in the back of the head. He dropped Ademar and took the rifle from Starlight and threw it aside again. The rifle was now close to Ademar. He quickly took the rifles bayonet and stabbed Herzog in the back with it.

He screamed as the blade was plunged into his back. Using his left hand he reached back and ripped it from his shoulder, groaning loudly while doing so. He walked towards Ademar, pinning him against the wall with his free hand and drove the knife straight into his gut. He then threw Ademar over the light and over the small barrier and onto the walkway. He was then thrown to the ground against the railing and was kicked hard in the chest over and over again as Ademar tried to block with his hands.

Starlight used a chain to garrote around his neck and pull him off Ademar. He quickly shook her off but was unable to get the chain off his neck. Ademar tried to stand but was then restrained by Herzog. He wrapped his hand's around the pilots neck and squeezed. Ademar gasped for air and clawed at his wrists for escape.

Before Herzog could finish him off Starlight tackled him and the two fell off the railing, the chain around his neck snapping tightly and a loud thud was then heard. He gasped as he pulled himself up and looked over the railing. There he saw Herzog, hanging there lifelessly and bumping into the concrete base of the lighthouse. And below him was Starlight, a small trail of blood coming from her mouth and dripping onto the cement.

Quickly running out of the building and holding his side Ademar knelt down and picked up Starlight. Blood came from her head wound and mouth. “Come on stay with me Starlight, you'll be alright!” He said, holding her close.

For Starlight the pain in her head was horrible, her vision was blurry and blood was dripping into her eye. Her breaths were shallow and labored, she could hear Ademar but it seemed muffled. Her eye's became heavy and she leaned her head close to his chest, her vision then faded.

***Two months later***

Ademar quietly packed the last of his bags, what was left of the clothing Rarity had made for him, and set it among his small bags. His pistol, identification tags he was given by the army, a spare brush, and a small bag containing his razor and toothbrush were the last item's to be put inside the bag.

“You all packed?” A familiar voice from behind him said. He turned to see Twilight standing at his doorstep. Looking at her side he saw the three bullet wounds she had sustained from Herzog all scared over.

“I am, is everyone else ready to go?”

“They're waiting for you.” She said. He buttoned up the last case and picked it up, carrying his duffel bag on his shoulder and the suitcase in his left hand. Walking to her he knelt down and set his bags to the side. Twilight leaned up and hugged him, he returned the welcomed embrace by hugging back. “You gonna come back?”

“I plan on it, though not alone.” He said, letting her go and standing back up. They both walk down the hallway and into the foyer, where the other Humans and Equestrian, Griffon, Zebra, Diamond Dog, and Deer diplomats are gathered. Even the Princesses had arrived to go with them to Earth. Rommel, who was speaking with an Equestrian diplomat, walked over to Ademar.

“Ready to go home?”

“Of course, where'll we be going?”

“A little ways outside of London, we sent a diplomat and Hammond there two days back to let them know we're coming.” He said.

“What'll they do with us when we get there?” Being one of the many thing's on his mind.

“They'll arrest us, no doubt give me a trial, and set the non German soldiers free. Hopefully Celestia and Starlight will be able to help us.”

“We have a lot to answer for.”

“We all do.” Starlight said, walking to them. She had a noticeable scar on her head from the fall, and her horn was slowly starting to heal.

“What'll you do when we get back Starlight?”

“Explain myself and tell them about the SS holdouts they have spread throughout south America.” She said, “Once that's over I'll come home, with my. . . baby.”

“Let's be off then, have plenty of people waiting on us.” Rommel said. Upon opening the castle doors he saw the large crowd gathered outside. The crows was primarily Human but also Equestrian and other scholars from the other kingdoms eager to go to earth and learn about it's people. Some were military, mainly SS and Japanese prisoners beings escorted through.

The center of town was where the portal would be opened, using the axis technology and Equestrian magic. Almost all the Human's that arrived were going home, some in coffins while other's being carried due to their wounds.

Celestia and her sister walked passed him and toward's the Unicorn's gathered near the portal. “Nervous?” He asked Starlight.

“Well, last time I went to Earth it wasn't on my own terms, but I suppose this time it'll be better.” She said, adjusting a small saddle bag on her back. “I'm ready.”

“Just stay close to me.” He said, picking up his bag he walked close to Starlight and Rommel. At the gate he saw Artyom, Albert, and the other Human's getting up and preparing themselves.

Celestia, Luna's, Starlight's, and the horns of all the other Unicorns around the gate began to glow. The massive blue portal came to life, in the center was a swirling mass of black as always. Celestia and Luna were the first to walk through, followed by Artyom and the other Human's.

Rommel turned and looked back at Ademar. He smiled and walked forward with his daughter Gertrud and the few former german officers.

Ademar extended his hand towards Starlight, she then took his hand in her hoof. Taking a breath, he walked towards the portal with the others. And walked through.

Author's Note

And so it finally comes to an end. I know I should have finished it sooner but oh well. I'm glad I finally finished my first fic an thank you all for showing all the support

I am in the middle of producing some more fics, the one I'm doing next is called 'The Last Knight Sentinal', a DOOM crossover, I already posted it so enjoy.

There are more to come after that, bout five.

Currently I'm in the middle of one of my larger projects involving my own headcanon and my own art so it may be a bit before the next story is released. If you like headcanon stuff and a long story please check out and like my fic called 'The Lost Sons', only two chapters so far but I hope you'll all like it.

As always I hope you'll like whats to come. And before you all ask, yes I have considered a sequel to this, no name yet but the premise and story have been written down in case I do go through with it.