Noble Defender

by Curse-Never-Dying

Rating: teen
Tags: Tragedy, Queen Chrysalis, Starlight Glimmer, Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Human, Sad
Length: 65510

A Second world war Pilot sent to Equestria.

Ademar Rienheart, A German fighter Pilot in the Luftwaffe is accidentally sent to Equestria with his Me.262 fighter. Upon his Crash landing in the Everfree the Mane 6 investigate the site and find him Wounded, Delirious, and Scared.

When the 6 offer him Sanctuary to heal and repair his badly damaged fighter he tells them about Earth and the current conflict and that the side he is on is losing. Learning of the upcoming conflict between Equestria and the changelings forces him to act and help the Ponies. When it ends he hopes to find peace in this Strange and Beautiful land.

But the horrors of the war followed him through the Portal and they had different ideas for the ponies of Equestria.....

Left with no choice Ademar must bravely defend his new home from the Invaders he once called allies.

This is my first story and I hope you all enjoy it. If you see a mistake please inform me and Comment below. I will be using German for some sentences and will be posting pictures of the Equipment that will be featured in the Fic so people know what they look like.

Published 2015-10-31 18:10:02 UTC
Last updated 2017-06-27 06:57:33 UTC

Arrival

The gray Pegasus flew happily through the air, her blonde mane waving in the breeze. A large saddlebag full of mail and Muffins on her side was ready to be delivered. Her route today was Ponyville and Zecora's house in the everfree, the bag was heavier than usual, probably because of the new sewing machine that was going to Rarity in the Carousel Boutique, the package said it was from Canterlot being sent by a pony named Sassy Saddles.

The wind was much stronger today making her trip a little faster, in what would usually take a half an hour she saw the Everfree in just a few minutes, like everypony else she normally avoided the everfree because of the Monsters and dangerous plants. The Zebra doesn't receive much mail but this package for her was in a different language, the Pony she works for said the writing was in Zebra and had Zecora's name on it. While flying above the forest a large and Dark cloud appeared ahead of her. She knew this wasn't right because the weather reports say Bright and Sunny skies and rain around nine tonight. There were no Pegasai in the area and she was above the deeper parts of the everfree where no pony would dare travel, the only Species brave enough to live in the Forest are the Deer who tend to the forest it when it is hurt or threatened.

The cloud let off a large groan and and Whirling sound, lighting stormed around it. Derpy slowly flew closer to investigate the Strange noise, upon getting closer a massive metal Monster came flying out of it and towards her. She quickly turned around and flew as fast as she could trying to escape the Giant Metal Bird, She was flying at speeds she had never went before, a speed that might even Impress her friend Rainbow Dash but she was to scared to even care.

Her bags fell off in her escape making her lose more weight to fly faster, but the monster eventually caught up to her and went right over her. The monster was even louder from below, massive tubes on its wings blocking out all sounds even her terrified Screams. The metal beast flew past her leaving a trail of Black smoke behind it as it plummeted to the ground, she watched as it Collided with the forest, smashing trees, sending birds into a terrified frenzy and forcing them to fly out of the treetops into the sky, One of its wings were ripped off by the impact and sending one of the tubes barreling in a ball of flames across the forest floor, Animals screamed and roared at the sound of the Monster hitting the ground and coming to a dead stop in what looked like a marsh. The only thing Derpy could think of is watch but she quickly flew towards Ponyville to warn the Princess.

Twilight happily trotted through her castle carrying a stack of new spell books, she is hoping to have the day to herself by reading some ancient Scrolls and tomes she recently received from the Griffon kingdom. She placed the books on the floor next to her bed and poured herself a nice cup of Zecora's Relaxation Tea. Before she can sit down a grey and blonde Blur flies through her window crashing onto the floor and slides across it, she looks over to see Derpy shaking on the ground.

“Derpy are you okay?” She asked the Exhausted and Soar Mail Mare.

“Tw..twili...Monster....metal...Everfree...chased...my bags!” Twilight stuck a hoof in Derpys mouth silencing her.

“Calm down Derpy, take a breath. Now what is it?” she asked Calmly.

Twilight slowly removed her hoof from the Mares mouth “A metal monster came out of a Cloud and chased me above the Everfree!”

“Monster? Derpy are you sure it was a monster?”

“YES! It made scary noises and flew faster then Rainbow Dash, It crashed in the forest!”

“It crashed? was anypony hurt?”

“I don't know, I lost my bag of Mail and muffins trying to run" she said. "It crashed near Zecora's hut”

“Alright I will go and see Derpy, try to get some rest you look exhausted.” She quickly flew out the window towards The Forest.

******

While flying above the forest she sees Animals pouring into Fluttershys Cottage and front yard, they looked terrified. Twilight flew down to her friends house. Fluttershy was trying to find out why the animals ran from the forest.

“Oh Twilight!, Something scarred these poor things out of the forest, they refuse to go back in it” The yellow Pegasus said. Twilight noticed a Manticore cub shyly hiding behind her. “This little one lost his mommy in the forest, I have been watching him sense the other animals began to flee here.”

“Derpy said something came out of a cloud and chased her, it then crashed into the forest. She said it was made of metal and looked somewhat like a bird.”

“That's what the animals said fell from the sky.” She looked at the scared animals flocking into her house.

“I'm going in the forest to see what it is, Derpy said it crashed near Zecora's hut.“

“Oh no, I hope she's okay.” A white bunny pokes Fluttershy's and points towards the road. They see 4 other ponies walk to Fluttershy cottage.

“What in the hay is going on Twi?” The orange Earth pony replied.

“Darling are we being attacked by a Bug bear again? Because I just filed my Hooves.” The Purple haired Unicorn said

“Whatever it was it sure stured up all the animals.” The Blue and Rainbow Pegasus said.

“Something Crashed in the forest Girls. Derpy described it being made of metal and flying faster than her and even you. It crashed into the everfree near Zecora's house.” Twilight Explained to them.

“Pfft probably not as fast as me.” The Pegasus said smugly.

“Don't tell me we are going into the forest again...” The Unicorn replied.

“Yes, we are going to go investigate the crash site.”

“Well i'm glad I have my mud boots with me.” The Unicorn said. She then pulled out a pair of Bright Purple rain boots. “I suppose i'm ready then Darling.”

“Yay another Adventure to find monsters!” The pink mare bounced happily.

“Lets get moving then.” Twilight Said. The Six then made their way into the forest towards the crash site.

Ademar woke slowly from his crash, blood coming down the side of his face and a sharp pain in his side. The Jets Canopy was shattered and glass was all over him, the dials in the plane were shattered and his breathing mask was dangling off his face. He reached over to the canopy and slowly opened it. He crawled out of the battered fighter, falling onto the wet , shallow, and Muddy water. Looking around he thinks he landed in the Black forest, but something seems different about this place.

“Uh.....Where am I...” He muttered Quietly holding his aching and bleeding head. He reached to his side and un-holstered the Luger P.08. hoping he didn't run into any wild animals. Upon seeing the wreckage of his plane he swears in German and groans even louder. Upon returning to the cockpit he hears something move in the forest. He cocks his pistol and look in the direction of the sound. In the bushes two deer Warriors watch him silently.

“What is it.” The one in green armor whispered to the other Deer.

“I don`t know...looks like a Hairless ape.” Whispered the one in Red armor. They watched as the Ape like creature looked through the metal vessel it came from. More noise came from the forest and Ademar became more alert, he quickly dug through the cockpit in search of supplies.

The six quickly made their way towards the site, seeing the broken trees and chunks of metal throughout the forest, smoke coming from what looked like a wing made of metal. They saw the rest of the smoking and steaming Monster sitting nose first in the Marsh. "Maybe its dead?" Applejack said. Upon closer inspection they see something walk from the monster carrying a little metal box in its hands, it is covered by a blue suit with black rubber boots and a brown Cap with a nozzle hanging down from its mouth. It noticed them, there was a long moment of silence between them. Ademar was staring silently at the Multicolored six ponies, wondering how hard he hit his head. three had wings and two had horns, one was wearing a hat and they were staring at him with big eyes. The Pink one had a smile on her face and without warning Ademar heard it Talk.

“Hi!” It said to him. Upon hearing it talk he jumped back, fell on the ground and drew his pistol pointing it at them.

“Wenn sie sprechen können antworten sie mir sofort!” The Bipedal creature yelled at them pointing a metal contraption at them.

“Uh...Darling what is it saying?” Rarity said to Twilight.

“I have no idea?” She replied. Fluttershy hid behind Applejack quivering in fear.

“He is scaring me.” She said.

“Ummm....Hi?” Twilight Said. Her talking made the creature yell in the same language. The two Deer run out to Twilight and Place themselves in front of her.

“Stay behind us Princess. We will not let this creature harm you.” The Red armored one said.

“Warum sind diese Deer gepanzert, antworte mir Ponies!” He said again, aiming the metal object higher. A Branch snaps behind him. He turns to see a branch smack against his face, making his mask fly off and sending him to the ground. He blacks out. Behind him the six and the Deer see Zecora holding a now broken branch in her Hooves standing over the Creature.

“What?” She said as they looked at her. She dropped the Branch next to the unconscious creature.

Author's Note

Well first Chapter is complete. Hope you all like it, if you see any problems with the story comment below.

Above is the Uniform Ademar is Wearing.

Headaches and Talking Ponies

The six looked at the Pink skinned creature lying on the ground, it breathed slowly, its head still bleeding from the wound it gained from its crash and the one Zecora gave it.

"What...is it?" The White Unicorn asked her friend.

"Not sure Rarity"

"Well it has a horrid taste in clothing, that shade of blue with Rubber boots. blech" She complained loudly.

"Ya really think now is the time fer that?" Applejack said to her.

The two deer soldiers walked towards the princess and bowed respectfully. "Princess Twilight, what will you do with this...creature?" The red one asked.

"Well...we can take it back to Ponyville to study. I have a translation spell I can use to make him understand us."

"Are you sure that is a wise idea Princess. He was threatening you with that metal...thing." He pointed to the object lying next to the Creature.

"I will be fine, don't worry to much about me. But I will need help taking it back. Would you be able to help us with that?"

"Of course Princess" They bow and quickly pick him up.

"That one in the red armor is kinda handsome for a non-pony don't you think?" Rarity said as she eyed the Deer.

"I believe his name is Blackthorn rares" Applejack said. Rarity just sighed in delight as she dreamed of the future she wanted with the Buck. Forcing him to try on her new clothing, snuggling in bed, ext.

"Uh...Rares..You okay?" Applejack waves a hoof in Rarities face snapping her out of the trance.

"Huh what?"

Applejack shook her head and waled towards the deer.

Ademar was flying in the skies above Romania. American Bombers were Targeting the Ploiești oil refinery. The date is August 1st 1943. Ademar's wing man Ansell Aeschelman flies next to him in his Me.109.

"Where are they Ademar?" Ansell Said over the Radio.

"I'm not sure, but be ready all of you. When they are in sight distract their escort, Ansell and I will hit the lead bomber." Ademar told his Men.

He was the only one with a Me262 and their commander, the rest of his Squad were flying Me109's and a single Bf110. Soon they see the Squadron of B-24s and P51-Mustangs.

"Fighters break off and distract their Escort." Ademar ordered. The other Fighters distract some of the american fighters. "The rest of you engage the bombers."

Ademar fires on the lead bomber, its defenses fire upon the german Fighters. Rockets fire from his wings hitting the lead bomber in its side causing it to split in half and plummet to the ground. Ademar sees Ansells fighter take a direct hit in its canopy. Seeing Ansell trying to plug up a fuel leak in his cockpit.

"Ademar fuel is leaking all over me! I cant plug it all up!" Ansell yelled over the radio.

"Get out of your fighter Ansell, before is explodes!" Ademar yelled. As Ansell was trying to get out an American plane fired on him. The bullets caused the canopy to ignite and Explode with Ansell inside.

Ademar noticed his Squadron was taking heavy casualties, both his wingmen were down and the American Fighters were swarming him, Ademar retreated with the planes on his tail. Bullets zoomed past him as they dinged against his fighter, his Left engine was emitting black smoke. He tried to hide in a cloud to hid and upon emerging he almost collided with what he thought was a Grey Flying horse with Blonde hair.

Ademar slowly awoke from Unconsciousness, he stared at a crystal and stone roof, the smell of medicine caught his attention. He slowly crawled out of the small bed he was lying in placing his hand on his head he noticed his wounds were cleaned and covered in bandaging, he noticed his flight suit was gone and so was his pistol. Only wearing his blue pants and a white tank top, he noticed his clothing neatly folded on a chair next to his bed and a glass pitcher of water on a nightstand next to him. Without hesitation he drank it, all of it.

He left his clothing on the chair and left his room in order to explore the castle and see who, or what..lived here.

"Oh your awake!" The Purple Alicorn said, causing him to jump.

He turned around to see the small pony staring at him in awe.

"D-did you Just talk?!" He said. "Wait....you can understand me?"

"I cast a translation spell on you, now you can understand and speak our language."

"This has to be a dream..."

"Nope, I'm Twilight Sparkle. Do you have a name?"

"Horses cant talk, shouldn't talk, where am I?"

"One I'm a Pony, we all talk, and your in the Kingdom of Equestria" She said proudly. Ademar was confused by the little ponies words, trying to find a answer to his questions and wanting to know how he got here. "Um...What is your name, do you have one?" She asked.

"My name is Ademar Reinheart. Pilot of the German Airforce or Luftwaffe."

"Fascinating, can you tell me more?" She said while smiling fanatically with a pen and note book levitating above her.

"H-how is that floating?" He asked while pointing at the note book and Pen.

"Oh the pen and paper? Unicorns have the ability to use magic to pick up everyday items and create magical spells and such"

"Magic doesn't exist where I am from" He said with a confused look on his face. "If we did it was lost a long time ago"

"But you are more technologically adept correct?. Was that thing you came in magic or technology?"

"That vessel is a Messerschmidt Me. 262 Fighter Jet. One of the first in my world"

"Is it used by Everyone where your from?"

"No, just my country."

"Is it used for farming, weather, OOO maybe transport, what abou-"

"No, the 262 was designed for Ariel Warfare" He told her with a bit a anger behind his voice.

"W-War....oh, so your a soldier then?"

"Yes, I have been for three years now and I used to fly something else before the 262. You do know what war is Correct?"

"Yes, Equestria has had very few wars in its 1,000 years. But all of them are remembered in books and songs." She said sadly. "Was your arrival to Equestria an accident?"

"I would believe so yes"

"Before we go any farther I found this piece of metal by your 'plane' with these symbols on them, are they words where you are from?" She held up the piece of dented metal. There were 48 marks on his Fighter Showing the amount of kills and their origin. 6 Polish, 21 British, 14 Dutch, 3 Russian, and 4 American.

"Those are the amount of Fighters I have shot down in the 262, men I have most likely killed while in the skies."

"Oh....I...uh...I see. I will give it back to you then, I would like to know more about you though. Where were you born?"

"Well...I was born in Hanover, Germany on October 3rd 19 1919. My father was a veteran to the previous war and a Great man, he always sought peace before violence. After his career in the army he became a teacher to be closer to me and my sisters. My mother was a Nurse at the local Clinic. After I finished school I joined the Airforce in 1936. After that I was assigned my own fighter and I had to fly mainly escort missions until 1939, when the conflict started."

"Alright go on go on, how did you get here?"

"All I remember was flying away from american fighters and trying to hide in a cloud to escape them, then I almost collided with a Gray pony with a bag."

"Yes that would have been our Mail Mare Derpy, she told me about it"

"I didn't...hit her did I?" He asked hoping his first time here didn't result in taking an Innocent life.

"No, she was a little exhausted and she lost her bag of Mail and Muffins above the forest."

"Oh thank god, do you know how I got here?"

"No idea. Derpy said you came from a storm cloud with smoke coming from your wings."

"I was being shot at by american fighters before my arrival here, I am surprised they didn't come through with me."

"What would happen if they did?"

"It would not end well....." He said.

He follows Twilight into a large room with a Large circular stone table in the center. Around it were five other ponies chatting among each other. He noticed the orange one had a strangely accurate american accent.

"Girls our guest is awake" Twilight said happily as she trotted over to her chair. The other Ponies looked at him strangely.

"Hi! Welcome to Ponyville. I`m Pinkie Pie whats your name?!" The small Pink horse bounced happily in front of Ademar. He gave Twilight a Confused look, wondering what to do next.

"My name is Ademar" He said Calmly.

"Hi Ade! Its nice to meet you!" She said happily. "I'm making a welcome to Ponyville party just for you!"

"Pinkie I don't think that's necessary." Twilight said.

"I gave you a welcome to Ponyville party when you arrived, I give every new comer a party, even non-ponies get them. I'm gonna go get started right now!" She quickly left from the room.

"Don't mind her Darling she can get overly exited at some times, by the way my name is Rarity." She said gladly.

"Nice to meet ya, ahm Applejack, this is Fluttershy" She said pointing at the smiling but shy little Pegasus trying to hide in her chair.

"H-Hello" She said quietly trying to hide behind her hair.

"Question, which one of you hit me with a branch?" He said while holding the aching welt on his head.

"That was Zecora, she thought you were trying to hurt us and well....she hit you. Oh and I'm Rainbow Dash, fastest flyer in Equestria." She said with a proud and Smug smile on her face.

"Ademar If it continues to bother you I have medicine if you need it?" Twilight asked.

"I will keep it in mind Princess. By the way where is my gun?"

"It is in my study, its down the hall. Along with other items we could salvage."

"Thank you." He leaves the room and makes his way towards her study.

He enters the rather large room, it has book cases on every wall stakes of books on each table, a large bird cage hangs over the largest table where his items are at. He sees his pistol under a large microscope next to a perfectly drawn picture of it, the picture labels the unique make and design, the metal its made of and the wooden grip.

Three of its clips are beside it and also drawn on paper with the bullets sorted next to them, one of the bullets has been taken apart, its powder is under a microscope and a book on minerals and chemicals is beside the microscope, the casing lies next to the microscope with the lead bullet next to it. She seemed to have been studying the air mask that was on his helmet, trying to figure out how it worked.

He searched through the things she had taken from the 262, he noticed something wrong, his picture was missing, he searched himself and the box frantically trying to find it. He quickly exited the study and ran to the room he woke up in, catching the attention of Twilight and Fluttershy who were chatting in the hallway.

"Ademar is something wrong?" She asked. He just ran past her and into his room. He searched under, beside, and around his bed, under the cloths that were neatly folded and stacked, now they were a mess.

"Where is it.....Where is it!" He said. Twilight and Fluttershy entered the room to see him looking for his picture. "Princess, have you seen a picture near the crash, its a picture of me and two others, I need it"

"No I didn't see it nor did i pick it up, Do you need help finding it?"

"Yes please."

It took them hours to search the entire castle with no avail. Ademar sat in his room holding his head in pain, a bottle of Twilight's headache medicine on the table next to him.

"Ademar we searched the entire castle and we haven't found it, where could it be?" She asked him.

"Well....it could be at the crash site..." He said with a bit of pain in his voice.

"Well lets go there and see, I was planning on going back to see what else I can learn from your ship."

"If we find my picture I will tell you everything about the fighter, how it works, and how it flies. I will even tell you about the Technology of my world"

"Wow...this Picture must be very important to you." She said with a happy tone and smile.

"It is" He left for her study to retrieve his pistol and Knife. Twilight followed him, grabbing her saddlebag and research gear which included a shovel and some digging tools.

"Spike! We are going on a trip to the forest wanna go?" She asked her Apprentice.

"Um, Sure I'll go, beats staying here by myself." He said grabbing some of her gear.

"Fluttershy are you going to come?"

"You mean go back to the scary forest? I-I..dont know Twilight, there are so many animals back home who need my help, so I think Im going to pass" She said.

"I'll go with ya Sugar Cube" Applejack said. "But we might as well go now."

"Oooo Is that Handsome looking Deer going to be joining us?!: Rarity said in Glee.

"Nooooooo.......probably not" Twilight said with a smile. Rarites face changed from a smile to an annoyed frown.

"Oh, well I`m going back to the boutique then, Toodles girls." She said while trotting off.

"I have weather duty Twilight, wont be able to help." Rainbow said, though Twilight knows that's her excuse for going to take a nap on a cloud.

"Well lets go then Ademar, I hope we can find your Picture." Twilight said

"As do I."

The trio walked out of the Castle and Towards the Everfree forest.

Author's Note

Well second Chapter is complete, Hope everyone likes it.

Lost Memories

"So Ademar, are there anythings like us where your From?" AppleJack asked. They were walking through Ponyville and getting some stares from the local ponies, but Ademar ignored the looks.

"Yes, we have Equines on Earth, but they Don't Talk." He responded, looking at the thatched roofs of the wood and stone houses that the ponies made.

"Well what are they used for?" Twilight asked.

"Well, Travel and Riding mainly, Humans have been using Horses as Companions for thousands of years. From farming to Combat." He kept the fact that some glues come from Horses, hoping he wouldn't scare them.

"War?" Applejack questioned.

"Yes, Horses have been used for human conflicts, in ancient times and Modern. Some of the Zebras of earth have been used as mounts in rare occasions."

"Its strange to think we have a relation to a species on your world, but it seems that the Equines here are more intelligent than out Earth Cousins." Twilight Said

"Oh you are." They pass over a bridge that leads into the Everfree. "How far is the crash?"

"A ways, we should be there in a half an hour." She notices the strange six pointed star that is around his neck. "What is that Ademar?"

"It is a star of David, a gift given to be by my father when I entered the Luftwaffe."

"Whats it mean?" She asked

"It symbolizes the Jewish Identity and Judaism." He said in a sad tone.

"Whats a Jewish?" Applejack asked.

"Ademar they are a a ethnic group originating from the Hebrews of Israel. On my world, they aren't treated to well..." He said in a angered and sad tone.

"How?"

"I do not wish to talk about it."

They eventually reach the crash site, plane debris is scattered through the forest and the nose of the plane is deep in the marsh, it seemed like water had filled into the cockpit. Ademar goes and looks through the Cockpit.

"Could you fix it?" Twilight asked curiously.

"Well....I could, but we would need to make new parts for the wings and rebuild the left turbine. It was destroyed in the crash, and the electronics are barely working, and I don't know about the guns." He said looking at the broken fighter. "It could be possible, but we would need help moving it to the castle."

"Ah bet I can round up some volunteers from town, all ah needs a day Twi." Applejack said happily

"Twilight we move it in a couple of days, we will have to move it by land so we will need to make something to pull it on."

"Like a sled?" Applejack asked.

"Yes, that will work, Applejack, lets gather all the pieces of metal we can find and pile it behind the fighter."

The two ponies and Spike begin to move and pull metal pieces to the tail of the 262. Spike and applejack drag the right wing to the fighter, luckily the right turbine stayed on and didn't look all to damaged, just some sticks and mud jammed in its turbine. While moving pieces of metal twilight finds a little Black and white picture in the mud. On it she sees Ademar, a women, and a small child. On the back there are words written in Ademar's language.

"Ademar, I think I found it." She trots over and gives it to him. "Who are they?"

Ademar looks at the picture, he utters something in German. "Ich werde für dich Leah kommen, ich verspreche."

"Ademar...are you alright?" She asks him. He stands silently looking at the picture.

"They are safe, in America, After this is over I will find her."

"Find who?"

"Leah...her and I are married, the child you see in the Picture is my son Johnathan. When the war started they left to america with her parents, she gave me this picture to remember her by." He said sadly. "Come lets get this thing moved, today."

"Sounds good to me, lets head back to Town and get some volunteers to help us." As they were readying to leave a howling broke through the silent forest.

"Wolves?" Ademar asked.

"Not the warm and fluffy kind" Spike said shaking.

"Timber Wolves, We gotta go now Twi!" Applejack yelled as she put spike on her back.

Ademar quickly grabbed what he could and cocked his Pistol. As they ran through the forest the sounds of Snarling and Howling grew closer and closer, Spike could see their yellow eyes in the forest. One of the wolves ran out onto the trail and towards them, Twilight used her magic to destroy it causing them to step on the charred bits and pieces of its wooden body.

"Was that wolf made of wood!?" Ademar yelled.

"Yes, But keep running!" AJ Told him.

One of the Wolves was closing in on them, Ademar shot it three times with his pistol causing it to retreat back into the forest. The group quickly retreated onto the main road, the Wolves fled back into the forest.

"Well....I need to know what lives in that forest Twilight." Ademar said exhausted. "Before I go back in there."

"Ugh...I have a book back home, lets go." They made their way back to the Castle.

******

"Curse that Twilight Sparkle, If it wasn't for her and her friends I wouldn't be in this situation." Starlight Glimmer said as she slogged through a swamp, her staff at her side. The mist and the fog was thick and hard to see through, she constantly bumped into things. Not to mention the smell was awful. She began to feel dry land below her hooves. "Oh finally, no more mud." She said with a happy sigh as she shook the mud from her hooves.

She heard something move in the mist, something big. The first thing that came to mind was a hydra or chimera, she began to pace faster hoping to get out of the mist. In her hurried walk she bumps into something fleshy, it lets out a loud grunt when she hits it, causing her and the object to fall to the ground, Starlight quickly jumped to her hooves.

"Who's there!? Reveal yourself!" She shouted, her horn began to glow brightly, focusing her magic to clear the mist. Upon doing so she sees what she bumped into, a large bipedal creature wearing an all black trench coat with several pouches on its chest getting back up on its feet, its feet had knee high rubber boots covered in Mud, its face is covered behind a mask with two eye holes and a trunk like tube coming from it going into a can behind its chest, its head has a large metal helmet covering it, it held a large staff like object, with a long metal tube on it and a knife covered by a sheath, a beam of light came from a small metal object strapped to its chest. It looks down at her with a seemingly dead, silent stare. Starlight can hear the creature breathing behind its mask.

"W-what are you....." She said while slowly backing away in fear. Another creature with the same gear comes from behind the other, it wielded a all metal object with a long rectangle sticking from the bottom of it. "Stay away from Me!" She can hear them talking in an unknown language.

"Das Pony nur Englisch gesprochen ?" The second one said.

"Ja, was sollen wir tun?" The first creature said.

"Herr Herzog wollte, dass wir keine einheimischen Arten , die Anzeichen von Intelligenz zeigen, zu erfassen. Wir nehmen sie an."

The two creatures slowly set their weapons on the ground. The first creature knelt down and out stretched his five fingered hand out to the frightened pony.

"Komm her kleines Pony . Ich meine, Sie keinen Schaden." It said with a somewhat soothing tone. She slowly walked to the creature, letting her guard down. The second creature knelt beside its friend, she was about to their chest in height. Out of the Darkness she saw two more of the creatures walk to the first two, without warning the second one restrained her and put his hand over her muzzle, in his hand there was a strange and sweet smelling rag, upon smelling it she became drowsy, she fell onto the ground and watched as more creatures walk to her.

"Holen Sie sich bereit für den Transport , nehmen wir sie nach Berlin ." The first one said. Two other creatures readied a stretcher and picked her up and gently set her on it, the first one holding her staff and saddle bag. A Blue portal opened in front of them, the creatures moved with her into the portal, Starlight finally falling into a deep and silent sleep as they walked through the portal.

******

Ademar woke up the next morning to a loud knocking at his door. Twilight stepped in.

"You up?"

"Well I am now...." He grumbled.

"Sorry to wake you but we have guests that wish to meet you." She said in a Quiet tone

"Guests? Here for me?. Who are they." He asked.

"Oh you will soon see." She leaves. Ademar gets his cloths on and walks to Twilight's Study. Upon entering he is greeted by three larger ponies that have both wings and Horns. The largest one has a sun on her flank, the second has a moon, and the last has a heart.

"Greetings Ademar, My student has told me much about you and the little she knows of your species." The Princess of Sunlight said. "And what your vessel is and what its purpose is."

"For war. War is't a common thing in Equestria, ponies haven't been in an open conflict for 1,000 years." The Lunar Princess said.

"I understand the concern Princess, my arrival here was not to bring conflict. I only wish to repair it and find a way home." Ademar told them.

"Yes, Twilight told us of your intention to repair this...262. And with out approval you can rebuild it here, but not to engage in any form of conflict, understood." The Lunar princess told him.

"I understand Princess, Twilight though this experience to learn about new technology would benefit her research into Improving Equestria's technology."

"Yes she told us, we will allow it but we do not need it for conflict. But do have fun Twilight." The Solar princess said. The two sisters walked out of her Study.

"I'm sorry we couldn't come earlier Twilight, we were busy along the boarders. Something is happening that's got the Griffons and Yaks worried." Cadence told her.

"What in Equestria would have them worried?" Twilight asked

"I don't know, but Griffon citizens have been going missing the past few weeks."

"Well that sounds...troubling" Ademar said. "I hope they are found soon."

"As do I. Goodbye Twilight, see you soon." She and Twilight shared a quick hug, Cadence then left the room.

"Well you ready to go get it?" Twilight asked Excitedly. She was so exited she was even shaking.

"Yes, lets go around town and gather some volunteers to help us " He told her, She grabbed her saddlebag and the two exited the castle and into Town.

Author's Note

Yay chapter 3 is finally done. Hope you all enjoy.

Return to the forest

Ademar and Twilight were in the center of town, plenty of Ponies are giving him weird looks, but he ignored it. A few have walked over and signed up to help with dragging out the plane, mainly larger stallions and the Apples.

"Well, going slow so far, but at least we got applejack and Big Macs help.....oh, maybe he could help." Twilight said. She sat up and walked over to Fluttershy walking with a Minotaur.

"Who?...." He notices the large blue Minotaur. "Oh, alright lets see." Ademar says as he follows her to Fluttershy.

"Oh hello Twilight, Ademar. Its nice to see you two." Fluttershy said to them, her saddle bag was full of Herbal Tea.

"Hi Fluttershy, you didn't tell me Iron Will was visiting you."

"Hello Twilight, oh my apologies I mean Princess Twilight." The Minotaur said, he bowed politely. He looks down at Ademar "What is this ones name?"

"This is our friend Ademar. He isn't from here." Twilight told him.

"Ah yes, Fluttershy mentioned this to Iron Will a little while ago. She said you are trying to retrieve some 'Plane' From the Marsh." He told her.

"Did Applejack tell you?" Twilight said to Fluttershy.

"Mhm, She stopped to drop of Winona, poor dear is sick. She told me everything before she came into town, she said Big Mac is willing to help, Braeburn is visiting them and he said he would help out as well." Fluttershy told her.

"And Iron will will lend a hand in this....project, if the Princess allows it." He asked.

"Well...that was easy. Of course Iron will, I would be glad to accept your service." Twilight said Happily.

"Iron will is happy that you accepted my service. It must be difficult getting recruits to help you because of the Everfree."

"Yes, that is one of the biggest reasons." Twilight told him.

"Twilight What if we were able to get the help of those Deer we met in the Forest." Fluttershy suggested.

"You know I haven't thought of that, I will send a message to Aspen and see if he can send some soldiers to help us." Twilight said as she was digging through her bag to get a piece of paper and a Quill. After writing the letter she uses her magic to send it to Aspen. "And now we wait, and while we wait I would like to ask you some questions Ademar."

"I don't see why not, what do you wish to know?"

"Where did your inspiration to become a pilot come from?" She asked, a Quill and piece of paper in hand.

"My Uncle Ahren served as a pilot in the first world war, he flew a Junkers CL.I Fighter. After the war he used it as a farm plane and he gave me rides in it, one summer we took it apart and put it back together, guns included. I know that thing piece by piece, along with the 262, and a Me109." He told her.

"Interesting, What else can fly, besides your planes?"

"Well, There are Gliders and Zeppelins. Gliders are pulled behind planes and are very dangerous to land, Zeppelins were used during the great war as long range bombers to attack the British. Though they stopped being effective when the British began using Incendiary rounds in their planes, the hydrogen inside those Zeppelins would ignite and then Explode. In recent times they are used for travel, I rode in one once, to France."

"What were your parents like?" She asked Smiling

"My mother Rosana was born in Paris in 1893, though her Parents were German decent. She said I had here eyes and face, but my fathers quiet attitude. My father was born in Prussia in 1890." He told her. "He joined the Army in 1915 and left when the war ended. He and my mother married in November of 1919, a Month after I was born."

"Interesting, what abou-" Before she can finish a bird dropped a scroll onto her head, it has the symbol of the Deer Kingdom stamped on it in green ink. "Wow, that was Quick. I will ask more Questions later." She opened the scroll and read it, a smile soon came to her face. "King Aspen has agreed to help us, he is sending twenty workers lead by Blackthorn to come help us."

"I bet your friend Rarity would love hearing that." Ademar pointed out.

"Oh believe me she would." Twilight said laughing. "Well adding the Deer we would have thirty four Volunteers. Ready to head out?"

"Yes, lets get this done."

"Miss Fluttershy, Iron will will return for afternoon tea like You Promised." The Minotaur said to her.

"Okay, I'll have it ready and warm for you when you get back" She happily told him.

"Lets go then." Ademar said.

The group lead by Ademar and Twilight, made their way to the crash site in the Everfree.

"How much farther?" A pony asked.

"We are nearly there." Twilight told him. Upon reaching the site the workers Aspen had promised were already gathered around the fighter. Blackthorn walked over to her.

"We are ready to work Princess, Give us your orders."

"I need you, Big Mac, Applejack, Braeburn, and Iron will ready to pull the plane out of the water, send the rest of your party to gather up all pieces of metal and stack them in the wagons we brought. Ready?" She told him.

"By you command Princess." He ordered the Deer to start scavenging. He walked over to the fighter with Twilight. Applejack and Ademar have already secured ropes around it, They all grabbed onto a rope.

"Everyone...pull!" Ademar shouted. At once, The Apples, Iron Will, Blackthorn, and Ademar pulled on the fighter. It slowly moved from the marsh, water pouring out of the cockpit and branches were falling off the front, weeds and muck were stuck to its nose. The group strained themselves in the attempt. "Almost....there."

When it was out of the water the group stopped pulling. "Iron, I need your help with this." Ademar said while walking to his fighter.

"What do you need Iron will to do?" He said.

"Pick up the nose of the fighter, at least a few feet of the ground so i can pull out the wheels." Ademar told him. Iron will took a deep breath and knelt down to the nose. He then put all of his strength into lifting it up, When it was high enough off the ground Ademar crawled under it and Deployed the first landing gear. Iron slowly let it down. "Now the left side." Iron did as Ademar told him, after the fighter was high enough he deployed the second landing gear. It was stable enough so Iron didn't have to lift it up do get to the other gear, the fighter was now ready to move back to Ponyville.

"Iron will liked that work out, what do you need Iron will do next?" He asked.

"They will need help moving the heavier pieces of metal onto the wagons, we wont be here much longer." Ademar said. "Twilight, once we have it all loaded up tell Blackthorn and his people to return home, we can handle moving it."

"Alright, there wasn't much to scavenge. We salvaged what we could from the left turbine, not much." She told him.

"I figured as Much, don't worry i can take apart the other one and copy the parts to make a new one."

"OOO Can I help!?" Twilight said with an expression of pure joy on here face.

"Sure, I could always use the extra help" Twilight's smile grew even wider.

"Are we ready to move out?" Braeburn asked.

"Yes, lets get moving" Ademar Said. Iron will, Ademar, and The Apples grabbed onto the ropes and began to pull the plane, it moved easily because of the landing gear. The tires on the 262 let of faint squeaks as they move, getting Ademar annoyed by the sound.

"Iron will did not expect this to be heavy." He said.

"Don't worry we are almost out of the forest." Ademar told him.

"So how long will it take for repairs?" Twilight asked.

"Depends on the damage and If we can remake the parts we need, fuel is also another factor."

"So...a long time then." She said quietly.

"Yes, a long time, though this long build time may be an advantage for you, may learn more from it." With those words Twilight smiled and happily trotted beside him on the way to Ponyville.

******

Starlight slowly opened her eyes. She was in a large room, stone floor, walls and Ceiling. She lay on a soft cot, covered with a Blanket, what looked like Medical equipment, Research equipment was beside the cot, books with writing, a chalk board with her drawn In chalk on it.

"W.....Where am I?...Ugh..my Head." She holds her aching head, trying to remember what happened. "Those monsters....they..took me."

The large metal Door opened, from behind it three bipedal creatures with light skin walked into her room. Two were wearing helmets, wearing blueish uniforms holding metal objects like the ones she saw in the swamp, the third and tallest wore a black trench coat, had medals and eagles on it and wore a black hat, his brown hair stuck out, and his Dark brown eyes peered into her, she tried to hide under the blanket she was given. The large creature knelt down to look at her.

"There is no need to be afraid of me." It said in a calm and soothing voice. "Is your name Starlight Glimmer?"

"Y.....Yes, how can you speak my Language?" She asked, still terrified.

"Your language and writing are similar to one on this world called English. I went through your journal, you mention equality in it, many times, something we practice here in Germany."

"All of your People?" she asked him.

"Yes, though there are some who do not accept our ways. I read how you did it, you used your magic to take off their mark, leaving them talent less, but equal to the other ponies."

"Yes, but I lost control of them, I could never fully control them as my servants, they betrayed me......."

"Then you were doing something wrong Starlight."

"Wrong, how?"

"We do things differently in our World, I am willing to show you the true meaning of Equality. "He stretches out his had to help her up. "Will you join me?"

Starlight looked at his hand, words raced through her head trying to find an answer. And finally, she found her answer. She puts her hoof in his hand and is raised up. "I want to learn about Equality, and you know my name, but I do not know yours. What is it?"

The large man stood up, towering above her. Her muzzle meeting his waist, she noticed the cuffs on his coat, on both cuffs there was a SS, and on the neck of the coat were two bronze leaves.

"My name is Standartenführer Oberst Patrick Herzog of the SS. I am glad you made this decision Starlight, please follow me." Herzog and Starlight leave the room followed by the two guards made their way deeper into Berlin, where Starlight began her long, and dedicated training for Equality.

Author's Note

Chapter 4 is now finished. Report errors please and do enjoy.

Fixing the Plane

The squeaking tires, sounds of the ponies chatting and animals were the only noises in the forest. The 262 proved to be easy to pull with its wheels deployed. Iron will held onto three of the long ropes.

"Iron will is glad you gave him this fine opportunity to help someone in need of assistance." He said with a proud smile.

"I'm glad you were able to have the spare time to help us Iron will. Doing this without you would have been quite the Challenge." Twilight said.

"When we get back we can begin repairs, though we need a metal workers help." Ademar said.

"Ma cousin Braeburn is good with metal, maybe he can help ya." Applejack said.

"Ah make horseshoes and tools AJ, but I could try to figure this out. I need Steel though and a forge to work." He told her

The forest became silent of all animals. Only the ponies could be heard talking and the wheels squeaking.

"Something is wrong, everyone stop!" Ademar yelled.

"Whats wrong?" Twilight said to him, Ademar was looking into the forest, he drew his pistol.

"We are being watched." He saw the familiar yellow eyes i the forest. "Timber Wolves"

"How many? Twilight asked

"Many...we need to get moving." They begin to move faster. Iron will stopped and looked at the closing in Timber Wolves.

"Iron will will distract the wolves. You get to the town." He said while dropping the rope.

"Are you sure!?" Ademar said to him.

"Iron will is not scared of tiny wooden dogs..." The Minotaur charges the Wolves, he hit one in the back causing it to split in half. Another wolf jumps and latches its jaws onto his arm, he grabs it by the tail and smacks it against a tree causing splinters to fly from it. Ademar shoots one of the Wolves in the eye, killing it instantly, he fired upon the others killing some and causing some to flee. Iron will throws the last one by its leg into the forest, they can hear their whimpers and whines while running in terror.

"Your arm." Ademar points to the bleeding teeth marks on Iron will's arm.

"HA. Tis merely a flesh wound, Iron will will be fine little one don't you worry. Come, lets get back to the group and finish this job." He said gladly.

Ademar and Iron will quickly made their way back to the group, they were nearly out of the forest when they caught up. "Your back!" Twilight said happily, she ran over to them both, noticing the wound on Iron will. "Are you going to be okay?!"

"Calm yourself Princess, Iron will is okay." He walks past her and grabs the ropes and pulls, making the 262 move faster along the path.

They exit the forest and over the bridge and into the town, many of the Ponies in town were gawking in awe at the massive metal machine, wondering what or who built it and what it could do. They stop just outside the Castle doors, the ropes were taken off and the other wagon unhooked. The other ponies left leaving only The Apples, Twilight, Iron will, and Ademar.

"Iron will is glad I could help you all in this task. Iron will is now going back to Fluttershy's cabin for tea and Cakes. Princess." He bows polity and waves goodbye to the others.

"Well that was mighty kind of him." Applejack said. "Braeburn will be staying with us until this thing is fully fixed twilight, we will be seeing ya." The Apples made their ways to the apple farm.

"Soooo......when do we fix it!?!" Twilight asked with a happy and exited smile.

"Right now." Ademar says. He noticed the instant excitement on Twilight's face as she ran inside to retrieve her tools and research notes, within a few minutes she returned carrying tools, and note books.

"I'm ready to start." She said excitedly.

"Good, I will begin with the surviving turbine, you can study it while I take it apart."

Ademar walked over to the turbine, he uses the tools twilight gave him to take off the bolts holding it on, Twilight looks through the salvage pile and finds a strange object, it has a pointed end and a tubular frame.

"Ademar whats this?" She asked, waving it around with Magic.

"TWILIGHT!," He shouted, causing her to jump." slowly......put...that...down." She slowly set it on the ground. "That is a R4M anti-Aircraft missile, be glad it didn't go off."

"I'm..I'm sorry I didn't know..." She said sadly.

"Its alright, but please be careful next time." He continued to work on the Engine. Twilight climbed into the cockpit and studied the dials, she would need Ademar to translate some of the words but she wrote them down anyway. She focused her attention on the stick in the center. She fiddled with it and heard a creaking sound behind the plane. On the tail she saw a sheet of metal flapping when she moved it. "Well at least the rudder still works..." He said.

Twilight noticed a button on the Stick, she touched it with her hoof. From the front of the plane she hear several massive booms and something ramming into her castle, the sound made her nearly go deaf. She climbed out of the plane to see Ademar holding his ears, smoke was coming from the four holes in the nose.

"Die Hölle!" Ademar shouted, Twilight smiled nervously, she finally noticed the giant hole in her castles side, leading into the Foyer.

Spike stuck his head out the window, shaking nervously. "What was that?"

After a few hours, and plenty on notes taken, Ademar had fully taken apart the turbine. Having each individual piece laying out on a slab of plywood."Now all we need to do is label the parts Braeburn needs to make" Twilight said.

"Almost all of it, there wasn't really anything left of the other turbine, I can put it back together all I need are the parts to be made." Ademar said. "I was going to clean out the gun barrels, though you seemed to do that for me, And check the fuel."

"Yeah sorry about that Ade." She said rubbing her head. "I will go take this stuff to Braeburn, be back in a Minute." She used her magic to levitate the plywood and metal. She took off into the shy towards the Apple Farm.

"Now Twilight, I know how to work a forge and Steel, but copying these parts is going to take a lot of time for me. I mean, they are well made with machines not by hoof or...well for him its hand. But I don't have the steel to use or molds or even the equipment to make these." Braeburn said.

"Don't you worry, I can get you the steel from Canterlot, I just have to make some calls. You will have them by the end of the day." She said proudly.

"Well...alright, but this may take longer than expected, maybe a few weeks to a month. Once the supplies are here I will get to work right away."

"Thanks Braeburn. I will let Ademar know." She leaves the apple farm flying towards Her castle.

She arrived shortly at her castle to notice Ademar still working on the plane. "Still has a good amount of fuel left in it, though finding ways to fuel it would be difficult in this world."

"Well whats it take?" She asked.

"The 262 has three fuel Tanks. Two 900 litter tanks and a 200 liter tank under the cockpit giving me 2,000 litters of Fuel for a 90 minute fly time. It takes a brown Coal-derived J2, though with the option of using a diesel and oil mix."

"Oh..maybe I can figure out something, you never told me what the sand in your weapons is made of, is it in the plane to?"

"Yes but its not sand, all human firearms use a brass casing or bullet, it is hollow inside for a primer and gunpowder, the powder is made of Sulfur, Charcoal, and Potassium Nitrate. Then the sassing is sealed with a lead or steel bullet."

"Interesting, oh we are going to Canterlot." She told him.

"We are, what for?"

"Braeburn needs supplies to make your parts. He needs steel and molding supplies."

"I suppose I can come along, I may need to draw out measurements for my canopy and see if somepony can make me a new one." He said while walking to the fighter. After a few minutes he removes the canopy instead of taking measurements. "How will we get there?"

"Well I can fly but you cant, we might as well take a train there." She said.

"Alright lets go." He says, holding the broken canopy. He set it on a small wagon and pulls it to the station. When they arrive a Pony helps him load it onto the train as Twilight reserves them seats.

"All aboard!" A pony yells. Twilight and Ademar board the train and watch it leave the station, the benches and seats are soft and make a squeaking noise when he sits on it. A Pony with a food tray walks by.

"Are you Hungry?" Twilight asks him.

"I suppose I could eat something" He said. Twilight asked for a sandwich for her and Ademar, he saw what looked like Lettuce, Tomato, and.....Dandelions. Staring at the sandwich for what seemed like forever he took a bite, realizing it was better than he though he quickly ate the rest of it.

"Like it?"

"Yes its good, though Humans are also meant to eat meat. I suppose you don't know where I can get that?"

"Well, there are merchant stands in Canterlot that sell meat products, Mainly Griffons or Diamond Dogs are the Sellers. They might have something. Or you can ask Fluttershy, she usually has fish stored for her animals, mainly Hairy the Bear."

"I will ask her when we return to Ponyville." Ademar said.

After an hour the train makes a full stop in Canterlot's station, with the help of Twilight Ademar takes the canopy off easily and onto the wagon. As they walk through the busy city Ademar sees some Ponies giving him looks and stares, Ponies with elegant features and clothing leave popular restaurants to continue their other duties. He can see market stalls with Ponies and Non-Ponies by them. He saw Griffons, Diamond Dogs, Minotaurs, and Yaks. He saw a Griffon selling various types of meat and fish.

"Would you like something friend?" The Young Griff asks.

"What do you have?" Ademar asked while scanning the Meats.

"I have rabbit, salmon and cod, beef, chicken and goose eggs, and pork."

"I will take the rabbit, and all of the chicken eggs." Ademar said, the Griffon bags up the meat and slides it over to him.

"That will be fifteen bits sir."

"Bits? I do not know what those are." He looked at the other stalls, he saw a Pony giving a merchant gold, Silver, and Bronze coins. Ademar reaches into his Pocket and pulls out the coins he has. He has seventeen Coins. "Will this be enough?"

The griffon starred at the stack of coins and Paper currency. "Yeah I guess, but Keep the paper and all I need is fifteen coins." Before the griffon can take them Twilight puts fifteen bronze bits on the table.

"Here Ademar, I will pay for it." The griffon put the coins in a Pouch and gave Ademar his money back. "I don't think Fluttershy is going to like hearing you eat rabbit, though I'm sure she will understand."

"Hopefully she does." Ademar said. They passed a Small workshop that made glass and porcelain cups, bowls, and windows. The pony inside notices the Princess and Ademar.

"Ah princess its nice to see you, would you like a new stained glass window, perhaps a Bowl?" The Pony said.

"No, my friend Ademar needed something repaired."

"Ah lets see it." Ademar dragged the canopy towards the Pony.

"The glass shattered on impact, not much was left. Think you could fix it?" The pony looked at the broken canopy.

"Yeah I can fix it no problem. No charge either, I will have it back to ya in a couple of days." He said.

"Thank you." Ademar said, as he and Twilight continued to a foundry. Smoke came from the large factory building, Ademar noticed the large cart full of Fresh Guard armor and others filled with spear heads, arrow heads, small shields, and short swords. "Is it usually this busy?"

"Yes but I've never seen this much weapons and armor, something doesn't seem right." They continue into the building to see Ponies working in extreme heat, moving molten metal to molds, hammering metal into swords and armor. "Um excuse me, are you the owner of this forge?" She asked the large and muscular stallion.

"Yes, my name it Ebonheart, it is an honor to have a Princess in my foundry." He bows. "What can I do for you?"

"I need a shipment of steel and molding materials sent to Ponyville, my friend is trying to repair his plane and we need new parts forged. My friend Braeburn offered to help but he needs metal and molds." She told the burly stallion.

"I will ready a shipment to be transported to ponyville though it wont be until tomorrow, we are trying to finish out rather large work order."

"You mean these weapons?" Ademar said. "I thought this land was peaceful, only having a force large enough for upholding the law, bringing protection, and peace."

"Whats going on?" Twilight asked. She stared into the eyes of the Large pony.

"Princess I honestly do no know, I received the work order a few weeks ago and we have been producing hundreds of Weapons and armor by the hour. Princess Celestia and Luna left for the Griffon Kingdom followed by the Princess of Love. My brother in the Chrystal Empire says
they are doing the same. But Ponies are getting drafted up there, I'm not sure why." He told her.

"When they return I will try messaging her...good day" She and Ademar leave. "Why wouldn't they tell me of this, I'm a princess, a princess of Equestria but they left me in the dark."

"Maybe they didn't want to worry you, but seeing that much equipment being produced reminds me of before my peoples war, when we were preparing and taking land, weapons and vehicles were being produced at a massive rate, soldiers being drafted to fight. There must be conflict brewing Twilight."

"With whom? Equestria is at peace and has been for 1,000 years. Wars have happened between then, outside of Equestria, but we always finds ways to end them without violence, we provide refugees on both sides comfort and sanctuary. We cant be at war, The Chrystal Empire, Griffonia, Dimondia, and Yayyakystan our all at well terms with us."

"Who then, who would start a war with Equestria." Twilight Stopped to think, then it came to her.

"Well....there are the changelings, a Race of Shape shifters that feed off love, they attacked Canterlot a couple of years ago led by their queen, Chrysalis. She was defeated. We have had conflict with them a few times since then."

"Perhaps they return in full force, wanting what they lost." Ademar said.

"I hope not..." Twilight said sadly, her ears lying flat in sadness.

They walked to the train station to head home. On the train Twilight saw some recruits exit and go to the military academy in Canterlot. Ademar watched the young Stallions and Mares chat happily in their recruit Uniforms, he realized that these ponies were not used to war and might not survive it with the technology they had. Many thoughts went through his head, they finally stopped when he thought of the 262. If he were able to repair it he could use it against these Changelings.

"Twilight I have an Idea...if war is to start I will stand by Equestria's side, though we must get the 262 fixed and I need you to ready your Lab."

"You will fight for us....but why must I get my lab ready."

"Because I am going to show you how to make a plane. Something that might help in the coming conflict." Twilight nearly screamed in excitement, she could no longer stand still, she was shaking excitedly and smiling Happily.

"We are making a plane!! We can start now, Ademar hold onto me." When he does she teleports them to her castle. "I will get my research notes and pencils ready, Tell me when-....Are you okay?" Ademar was holding his stomach, inside he felt like he was going to vomit.

"Yes...never do that again please...."

Twilight Shrugs and returns to gathering the Necessary materials to start drawing blueprints.

Author's Note

The Missile and Cockpit. Along with WWII Reichsmarks, as always do Enjoy the new Chapter and tell me of errors I made.

Flight

"Alright....now!" Ademar shouted. He held up the left wing of the 262, twilight uses her magic to weld it together.

"Okay let go of it." Ademar lets go, the wing stays stuck to the 262. "It worked!"

"It did, alright lets see the glider you made twilight." He puts his tools away and looks at the 262, its new canopy, its wings fully repaired, only its turbines remained to be fixed and put back on. He walked with her up to her makeshift hanger, on a table he sees a paper and wood version of an american Waco CG-4 Glider she made. "It is nice, now for a larger version."

"I was hoping you would say that." She says while running over to a covered object. She takes off the sheet to reveal a life sized replica of the glider. "I used your measurements and drawings, has the same components of the real ones though I had to use sheet metal for the shell."

"It wouldn't make any difference, now if we are able to successfully fly and land it we will make a prototype with an engine in it." He told her, scanning the glider, he doesn't notice any flaws to it. He looks inside by lifting up the cockpit, inside there are no passenger seats only Pilot seats. "All we need is a launch site, strong winds, and something to propel us."

"What about the hills, they seem like a good spot and we can get Rainbow Dash and Fluttershy to create the wind."

"What about something strong enough to throw us?" Ademar said.

"Well I was going to ask Iron will but, he left a week ago."

"We could have some Pegasai pull us, though we would need several to get it off the ground. On Earth these types of gliders were pulled by larger planes then released."

"I will see if Rainbow can get some of her friends to help us." Twilight left the room. Ademar looked at the glider and then followed her out.

"How did you make this so quickly?"

"Magic" Twilight flew from the balcony and towards Rainbow Dashes house, Ademar went to his room and put on his flight suit except the Air mask. He walked over to the 262 and finished checking its ammunition and making sure its loaded and ready to fire. Braeburn still had its Turbines, he said three weeks or more of working and it is almost the deadline.

He stayed busy helping Twilight with her experiments, her first test in making gunpowder accidentally blew up in her face while Ademar experimented with a homemade propeller engine, he was able to get it to work but he is having trouble with fuel consumption. Mounting it on the glider ,If it survives the landing, will be a challenge for him and an adventure for Twilight. He noticed Twilight and Rainbow Dash land on the balcony. "So Rainbow has agreed to help, she was able to get her friends Flitter, Flutter and her sister Cloudchaser, Derpy, and Thunder Lane to help us life it."

"That should be enough." Ademar said.

"So this....thing can fly?" Rainbow asked with a not amused look.

"Well yes, though since its a glider you and your friends have to pull it high and fast enough for it to gain enough speed, we will release the ropes and glide down, testing the rudders and landing gear. Hopefully the landing will be somewhat.....soft."

"And the one outside?"

"We are still waiting for Braeburn to finish making the parts." Twilight said.

"And will You need my help getting that one off the ground?" The Pegasus asked.

"No, it is fully capable of taking off by itself."

"I'm probably faster than it, I am by the way the fastest flyer in Equestria." She said Smugly and Proudly.

"I highly doubt it." Ademar said. Rainbows face went from a smug smile to a angry and challenged stare.

"Oh really, how fast can it fly!?"

"The 262 can fly a max of 559 Miles per hour at full speed, I highly doubt you can flap that fast." He said. He could tell Rainbow was getting flustered.

"Oh yeah! Well..I can fly faster than that. After that thing gets fixed I want to challenge you to a race and we will then see who is the fastest!" She said with an even angrier face.

"That's enough Rainbow, are you and your friends ready or not?" Twilight asked, shutting up the angry Pegasus.

"Yeah we are ready, but I am serious about that race smoothskin." She flew outside to tell the other Pegasai the plans.

"Are you ready to go?" Ademar asked. Twilight had an exited grin.

"Of course I am!" She runs outside next to the glider. The Pegasai grab the ropes.

"Flitter, Cloudchaser, and I will pull from the front of the Glider while Thunderlane, Derpy, and Fluttershy pick it up from the rear." Rainbow Dash Said. "Are you two ready or what?"

Ademar and Twilight walk over to the glider and open it, once they close the canopy they take they sit in the Pilots seats. "Alright go." Ademar said. The Pegasai lifted the Glider from the ground, the glider was now higher than her castle, higher than some clouds. "Alright now fly straight and fast, I will give the signal to release." The pegasai fly as fast as they can, Rainbow basically pulling all of them.

"Is this fast enough?!" Rainbow asked.

"Wait....." Ademar said. He grabbed the release lever, his grip tightened around it. "Now!" He pulls the release lever, the Pegasai flew ahead of the glider as it soared through the sky. Ademar controlled it with the wheel and levers Twilight placed in it. He heard the rudders moving and the glider turned in the direction he wanted it to.

"Its working!" Twilight Exclaimed as she looked out the window. The glider soared peacefully as Ademar circled around towards Ponyville, Twilight could see her castle in the distance.

"Now for the landing.." Ademar said as he slowly angled it down, the glider began to pick up speed. Once it was low enough he angled it straight. The glider quickly descended to the ground.

"Is this how you land them?"

"Um......we might wanna hold onto something!" Ademar said as he realized they would be landing in Ponyville's main street. Ponies on the ground saw it incoming and quickly ran for cover, the glider slammed on the ground, its landing gear luckily holding them up, its wings hit buildings and snapped off, causing some damage to the houses, the glider slowly came to a stop. Ademar opened the canopy and Twilight jumped out happily.

"IT WORKED! I cant believe it Worked! I will get started on fixing it, do you have the Engine ready?!"

"Uh..Nein...no..Twilight. I will need some more time but I have another experiment for you." Her smile grew even wider. "I want you to experiment with hydrogen cells, do you remember the zeppelins I told you about. We are going to try and make one." She jumped happily and clapped her hooves.

"When do I START!?"

"Now. Though the hydrogen will be put in gasbags made of rubberized cotton or cattle intestines. Start off small then we will think big, then bigger. The frame must be made of a metal called duralumin, a Metal mix of aluminum, copper, manganese, and magnesium and then covered by a type of fabric, try Cotton. When we make a small one ask Rarity for the fabric." Twilight took these notes and put them in her bag, She used her magic to teleport the glider back to the hanger and placed it next to the 262, she happily trotted next to Ademar as they made their way to the Castle.

******

The next morning was the same for Ademar, get up, wash, eat, and help Twilight in her lab. Her little experiment on zeppelins was slowly progressing, though she seemed to more occupied on getting an engine on the glider.

"Twilight!" Spike Shouted. "Braeburn's here with your stuff." Upon hearing the words Ademar and Twilight rushed to him, the farmer had pulled the rebuilt turbine with a wagon, big Mac was with him.

"You did it!" Twilight said.

"Told ya i'd be a while, but ah got it done." He said happily.

"I was wondering, could you build something else for me?" Twilight asked.

"Ah guess, what ya need Princess."

She shows him the plans for a cat sized zeppelin balloon, she said he only needed to make the frame.

"Docent seem to hard princess, I'll start when I get back to the farm." He helps big Mac and Ademar move the turbines of the wagon and under the Plane.

"Alright, and lift!" The 3 raise the Turbine, Twilight uses her magic to connect all the cords and parts to the plane, she then uses her Magic to weld the turbine to the wing. "Now the other". The three did the same with the other turbine, once it was on Ademar jumped into the Cockpit.

"Well?" Twilight asked. She hears a clicking sound.

"Komm schon ... und ..." The engines make a whirling sound and the plane starts up. "Yes!!" Ademar shouted as he falls back into its seat, Twilight cheered in Glee, Ademar climbed out of the cockpit. "Where is Rainbow Dash."

"You still wanna race her?"

"Yes."

Ademar and Rainbow Dash stood next to each other, Ademar in his flight suit, and his 262 idling. "Alright the race will commence shortly, first one to pass Canterlot, circle around, and fly above my castle first wins. Are the contestants ready?"

"Ready as always!" Rainbow said.

"Bereit" Ademar said. Twilight raised her wing. Ademar walked towards his fighter and climbed inside.

"GO!" Rainbow Launched herself towards Canterlot, Ademar took of in the fighter. The 262 loudly ascended into the sky, friends of Rainbow Dash cheering her on. Rainbow kept pace with herself knowing she was going to win she would show off with a sonic rainboom to finish, she heard a deep rumbling and whirling, behind her she could see the 262 gaining speed and catching up to her.

"Oh no you don't!" She began to fly faster. Ademar Catching up easily as Canterlot came into view, the nose of the 262 was nearly touching her tail.

"Nicht so schnell wie Sie wären Sie sind Sie .'Not as fast as you though you were are you.'"

In Canterlot the nobles dinner and Wine tasting was interrupted by a loud Whirling and thundering sound, they looked up to see a streak of Rainbow neck to neck next to a metal bird, the 262 made all the local birds fly into a frenzy and over the nobles, the birds left only waste and feathers on the irritated Noble ponies.

The two circled around and flew at top speeds to Ponyville, neck to neck the two finally see their goal, Rainbow determined to win tries flying out of Ademar's reach, though he persists and when they both fly past the castle, a Pony takes a picture to determine the winner. Ademar lands close to the castle and makes his way over to the camerapony with Rainbow Dash.

"Well?! Who won!?" Rainbow asked angrily. The pony looked at the picture for some time.

"Well.....it seems we have a Tie." She said.

"A TIE!? THAT CANT BE!" Rainbow screamed.

"Calm down Pony, be glad non of us got hurt doing it. But thank you for helping me test it." Ademar said, Rainbow only snorted angrily, sending steam from her nose, she stormed off in her angry fit. Ademar heard two figures coming towards him, he turned around to see the Princesses of Light and Shadow walking towards him.

"You sure caused a commotion in Canterlot, we saw your machine fly past with Rainbow at its side, were you two Racing?" The Solar princess asked.

"Yes, though I think she didn't take it well, Princess, I have something to ask." Ademar said removing his Pilots helmet. "Is Equestria at war?"

Both the Princesses looked at each other in surprise. "We must find someplace quiet, not out in public." Luna said, Ademar and Twilight followed the two sisters into the castles Library.

"You have I'm sure noticed the increasing arms production in Canterlot, and heard of the draft in the Chrystal Empire." Celestia Said. "I was going to announce it tomorrow morning, and send flyers to all of Equestria, letting them know of the coming conflict. And...let them know that we will also start drafting young the Stallions and Mares of Equestria."

"Who are we at war with?" Twilight asked.

"Its an unknown hive or several hives led by Chrysalis, the changelings that have been seen sport several colors unlike the ones we saw with Chrysalis, they are red, maroon, velvet, yellow, gold, purple, orange, and white. The color of their shell and wings is also the color of their magic and eyes." Celestia Explained.

"Do they have a motive?" Ademar asked.

"We do not know, they attacked without warning, raiding Yak and Griffon settlements, leaving only destruction and death in their wake. The horrifying thing is that they bred at an extreme rate, as if they found a source of unlimited love...or artificial." Luna said.

"Fake love? How can they create such a thing?" Twilight asked.

"I do not know Twilight....but there are thousands of them, the griffons and Yaks have already engaged them, massive Swarms that engulf the Skies, blocking out the Sun, I doubt even the elements would be strong enough to stop them." Celestia said.

"Princess Celestia, if your people are unable to combat them I offer my services to fight with your kind and its allies." Ademar said willingly. "I will try to give your kind the technology to fight these Changelings but it will take some time."

"Thank you Ademar, your service to Equestria will be remembered." Luna said. "We must return to Canterlot, we will soon tell all of Equestria the truth." Both the princesses left the castle, Twilight sat in the middle of the room, her ears drooped in sadness.

"Come Twilight, let us prepare." Ademar said, he set his hand on her shoulder.

Twilight sighed heavily. "Okay...." she gets up and returns to her library.

Ademar could see the concern on her face as she began to draw up new Blueprints. "Twilight, I know this must be hard for you, this was unexpected for you as it was for me. I escaped a War only to be sent into another."

"What will they do to us if we lose....they will drain all of our love from us and use us slaves... as mindless, loveless Husks only bent on Serving them until our Days are done." Twilight said lowering her head, Tears forming in her eyes.

"Twilight, as long as I'm here I will let not let that happen. I am certain we will make it." He said.

"Ademar these designs will only help us in the air, we need something for the Soldiers."

"And that is what I'm trying to do Twilight, like my pistol I am trying to make something for the Soldiers. I used to own, it is a French Chassepot Rifle. It uses a paper cartridge unlike the brass my pistol uses. Though making it for a Equine race that moves on all fours will be a challenge, a Unicorn could fore and load several at a time. If this works your kind will have to stand bipedal to aim and fire it." Ademar said as he was drawing the design for it.

"I could try and help with that one, I could test it out while standing upright."

"Alright Twilight, The trigger and bolt will be designed to be used by Ponies, maybe a longer, bar like trigger. The cartridges I can make soon but I will need a small Flint Primer, I can use one of the lugers for that. I don't know much of these changelings, what are they and do they have weaknesses."

"Well......Changelings are on of the Several races of Equus, they make their Hives and Kingdoms underground, in sewers, mountains, and sometimes old Castles. They have the ability of flight and magic, also the ability to take the form of any living being hense the name changeling. Their features are similar to a ponies like size and shape, though they have a black-chitin like skin that is durable and basically armor to them but in the Canterlot invasion I did see some wearing a form of armor to show rank. I don't really know much more honestly, I'm sure there is a book somewhere with more answers."

"How strong is this shell of their's?" Ademar asked.

"Strong enough to resist some magic based attacks, but using a sword a few good swings would probably break it."

"Then a bullet would fly right through it and if it doesn't exit it will bounce around inside the armor causing more internal damage. Twilight I need you to order something for me."

"Alright" She grabbed a quill and paper.

"I need the following Items, lead, flint, and borax."

"Alright, I will send it to Celestia letting her know what you need, you have everything else correct?"

"Yes, the steel parts I can have Braeburn help me make and the wooden stock I can make." He said while using a small mortar and pestle. He poured the powder into a metal tin. "The first batch of powder is done."

"Good. Ademar, Aren't you curious on whats going on back home?"

"Yes.....I miss those that I left behind, my son, Leah, my friends. Though I do not care If my country wins, or losses the war it started."

"You don't?"

"Yes, I am glad to be away, away from the Nazi's, their very presence has tainted the beautiful land I called home. When the war is over, if Germany losses the SS and their commanders will pay for their crimes against man." Ademar said, still occupied on his work.

"What kind of Crimes?" Twilight asked. Ademar stopped working.

"These horrors they commit on Prisoners of War and on The Jewish people is far worse than anything you can imagine, having the changelings turn you into husks is sounds better than what the SS would do to you." Ademar started to work again.

"Oh.....I'm sorry for asking." She slowly walked towards the door, Ademar sighed and stopped working.

"Twilight i'm sorry for telling you all of that, I didn't realize it would trouble you." Ademar sad while walking to her.

"Its alright Ademar, would you like to come with me?"

"Sure Twilight, I'll come with you." They both exit the room

******

Two SS soldiers pushed the carts down a seemingly endless hallway, the concrete walls and floor are lite by lights on the walls or hanging from the Ceiling, the crates had holes in the top and the soldiers could hear the occupants heavy and scared breathing. They reached a large metal door, as it opened pleasant music came from the room, it came from a record player on a oak table, the walls were decorated with paintings and relics, bookshelves lined the walls, there were other doors in this room, one was open and showed what looked like a bedroom with a queen sized bed, a bathroom was inside of the bed room.

The soldiers stopped moving the carts, the occupants eyes were covered and their mouths gagged and they were strapped to a chair inside the large wooden crate, but they could hear the everything else going on outside of it. The soldiers took the crate apart, revealing a Cyan colored Pegasus mare with a gray mane, and a Male Griffon with Golden Feathers, he was wearing a set of armor. The SS removed the bag around their heads but left them gagged, the two prisoners saw a Unicorn mare wearing Tight rubber boots, and an olive green coat walked towards them smiling.

"Gentlemen, would you kindly remove the rags from their mouths." She said. The Griffon couldn't understand the language she was speaking in. The two soldiers then removed their gags. "Thank you, I need one of you to guard the door, just in case."

"Of course Ma'am." One of the soldiers left the room as the other stood in front of the door.

"Where are we!?" The griffon asked.

"I want to go home!" The mare whined as tears formed in her eyes.

"Shhh...its alright my friends, you both will go home, but not yet." She told them in a calm, motherly voice.

"Wait.....I know you, You are Starlight Glimmer, former leader of Our Town, you converted the ponies into freaks. The princesses have put a reward for your arrest." The griffon said.

"Oh, have they now?" She said, a closed smirk formed on her face. "I promise you both will return home, but first-"

"What are you turning us into those Ponies you enslaved, the ones you used as your own personal workforce!" The griffon yelled.

Starlight stared at him, her smile now gone. "Schlag ihn" She said with a low tone. The SS soldier then hit the griffon in the face with the but of his rifle. "Now, if you interrupt me again I will order him to strike you, again."

The griffon only stared at her, a massive bruise formed on his face. "I-I will do anything to get back home. Just please don't hurt me!" The Mare said.

"Hmm, I believe simple forms of indoctrination wont work for you griffon. Soldier, take him to the chair and plug him into one of the masks. Perhaps that will break him." The Soldier rolled the griffon out of the room. Starlight loosened the binds on the Mare, letting her loose. "Now, you say you will do anything to get home."

"Yes, anything!" A crooked smile then formed on Starlight's face.

"Good, follow me sweetie." Starlight led the Mare into a darkened room, inside it was a wooden chair, and a metal helmet that was made for a pony. Starlight set the helmet on the mares head. "Sit please." The Pegasus sat in the chair, binds wrapped around her legs and fore legs. Starlight attached the cables to the helmet, the cables led into a large machine next to the door. It whirred and groaned as it started up, a pair of goggles covered the ponies eyes.

"W--Whats it doing?!"

"Just relax dear, it will be over soon." She flipped a switch, In the goggles, little images and sounds, speeches, and quotes were transmitted into the Mares ears, Starlight's smile grew wider, she had finally shown a Pony the true meaning of Equality.

Author's Note

And another chapter finally finished.

Wako CG-4 Glider and how it opens, and the Chassepot or Fusil Modele 1866 with paper cartridge.

Equestrian 1st Rifle Battalion

Ademar stood on the recently built Stage The New rifles lie on a table next to several boxes of Cartridges, he looked over the Guard Recruits. They didn't wear armor but a red uniform with golden buttons. "Recruits, I am Ademar Reinheart, your Superiors have already told you what is going on. I will be teaching you how to use these weapons and how they will be used against the changelings." A pony raises her hoof. "Speak."

The Earth Pony mare stood up. "What are those and how will they aid us?"

"I am glad you asked, this is a Chassepot rifle designed to be used for Ponies. The Human variant is much larger but they share the same ammo, an 11mm Paper Cartridge with a lead bullet at the end. Inside the round is about 5.6g of black powder, and a primer to ignite it. Watch closely." He takes one of the cartridges and places it in the rifle and shuts the bolt. He aims it at a hay target on the stage and fires causing several ponies to jump. "Do I have a Volunteer?"

There were several quiet murmurs in the crowd, finally a Stallion raised his hoof. "I volunteer sir."

"Come up here Recruit." The Unicorn makes his way up to the stage. "Have you ever stood bipedal?"

"Um, no not really." Ademar helps the pony try standing still and upright, he shakes slightly. When bipedal these ponies are still shorter than him, just above his collar.

"Now, load the rifle, take aim, and fire." The pony struggles, Ademar holds him still. When he lets go the Pony has balance, he lines up and fires, hitting the Target. "There you go, congratulations."

"I think I would rather use Magic to fire it." The Pony said.

"If you find it easier then yes go ahead." The pony loaded and fired again. After that the Pony gives Ademar the rifle back and goes back into the crowd. "There are rifles here for all of you, I expect all of you to practice with this the next week. After your training your new uniforms will be assigned to you." He sees Twilight urging him over. He walks over to her.

"Ademar the supplies from the Diamond Dogs has arrived along with a smith." They walk into the foyer to see several crates and a Large Diamond Dig standing among them.

"Princess Twilight of the ponies?" He said.

"Yep that's me, you must be Pebbles. Ready to work?"

"Mhmm." The diamond Dog picks up one of the molds and walks outside.

"Oh and Rarity is here, she wanted to know what kind of Uniforms she is making."

"Ah good, I will show her." He walks into Twilight's lab where Rarity is, she is looking at the Zeppelin and Plane prototypes. "Ahem, Miss Rarity."

"Oh hello Ademar, Twilight said you would need my help making the new Uniforms."

"Yes, I have a picture of what they look like." He takes out an old black and white picture from 1915, his father being one of the men in it. "They are cotton or wool with golden buttons, the boots are made of leather along with the Bandoleer."

"Hmm, rather ugly looking, and I don't work with leather that much, but I'm sure I can do something. Is that really the color?"

"No, it is grey with red lines. Can you do it?"

"Meh, why not. I'll start when I get home. Good day sir." She takes the picture and leaves, Ademar looks outside to see the recruits practicing with the rifles, Unicorns using their magic to fire them while Earth ponies and Pegasai try to balance themselves before firing, they were slowly learning but in a weeks time they could master it.

"So how many of these things must I make?" Pebbles said.

"At least three or four, are you able to do it?"

"We already have the supplies to make them, I'm gonna start in an hour, the forge is heating up. Oh and the princess has asked for you." Pebbles walks away. Ademar makes his way to the lab, he sees Twilight scrapping old Projects.

"Ademar I already have the layout of the zeppelin ready but making the Machine guns is going to be difficult, they are water cooled recoil operated Machine guns, I can't figure it out."

"We can halt the project for now, guns I mean the work on the zeppelin can continue. Have you thought of adding hooks to the bottom to carry say smaller Planes or a Glider?"

"Hmm, Never thought of that. Did they have something like that on Earth?"

"A Few, I am almost done with the Plane Prototype. It will fly tomorrow I just need to make some adjustments."

"OOO I cant wait." Ademar walks over to the Wood and metal Mono-Plane, he was going to make a CL.I but instead made something smaller. It resembled a Morane-Saulnier Sports plane, in Germany it was a Fokker E.VI Fighter. Lacking the gun didn't matter in its prototype stage, until he can make a replica of a water cooled MGO8 and its recoil operation it will have to be unarmed for now.

If the flight is successful an old storage warehouse will be refitted to serve as a medium sized Factory will be opened in Ponyville to start building them. The engine was fine, rudders working, fuel was fine, everything seemed to be working. Outside he could see the recruits still practicing while others were setting up tents. "I have made preparations for the Zeppelin to be built outside of Ponyville, luckily the field is large enough for the Length of the P Class."

"The test flight will be to Canterlot and Back to show the princesses. Construction should Take a week if hurried."

"I have a building team ready and a flight team I hoof picked, they know all the details."

"Ah good, Pebbles said he would have one of the cannons ready by tomorrow afternoon with the ammo and powder."

"Fantastic, I'm going to be up a little late tonight mainly working on the machine gun design, you going to bed?"

"Soon, I am going to the forge to talk to pebbles about getting some extra help."

"Aright, night. Ademar walked through the silent halls, outside he could see the recruits getting ready for bed, small campfires dotted the camp. In the forge he could see Pebbles pouring the molten brass into the cannon mold.

"Before you ask, yes I was able to find help, I asked the Princess to send a letter to my tribe and see if my brothers and sister can come help me in this forge, got a reply. Princess must have been too busy in her research to mention it to you."

"I was going to ask that and something else." Pebbles set the mold on the ground to cool.

"Like what?" He said, wiping some soot from his leather apron.

"I need you to mold something quite like a cannonball but fist sized, light enough to be thrown like a ball. It must be hollow on the inside when its molded, then filled with black powder then sealed off with a wood or cork plug that has a wick going through it leading to the powder. Upon lighting the wick with a match or flame throw it at the enemy."

"Then it would explode, sending pieces of hot iron flying in all directions shredding all in its path, sure I can do something like that." The large Diamond Dog walked over to one of the Molds, when he opens it over a barrel several Iron Balls fall from it. "I will have my sis make the stand for the Grape shot, once that is done it will be wrapped in a cloth and tied with string."

"Good, I wanted to come check and see your work so far."

"That one will be done by morning, a nearby carpenter is making the wheels and wagon to pull it."

"Good, well...goodnight Pebbles." Ademar leaves for his room. He can hear laughter coming from the recruits. Tomorrow he would be teaching them how to use Grenades and a cannon, Rarity will have the first uniform ready tomorrow. He lies on the soft bed, he watched as the moon was raised and the sun lowered, once the star were shinning he closed his eyes and fell asleep.

The Recruits watched in awe as Ademar and Pebbles pulled the cannon and carriage outside the castle, the massive brass barrel was the heaviest of it all but it proved easy to move when it was on wheels, they stop moving the cannon, it is now pointed at a large stone pillar set out by Pebbles.

"Recruits huddle round, this is a 12-pound cannon and its going to be the most effective weapon against the changelings."

"How?" One of the recruits asks.

"I'm glad you asked, Pebbles pass me a round and the rammer." Pebbles handed him the charge, a bag of powder with the cannonball strapped to it. Ademar puts it in the barrel and shoves it in until it reaches the bottom, he moved the Sponge and Worm to the side of the cannon, he used a thin pricker to stab a hole in the bag through a hole in the top. "Linstock." Pebbles gives him a spear modified with two horns sticking out the side right below the head, two ropes wrap around it and poke out of the hole in the horns, one of them is lit with a match and placed on the hole. The cannon made a massive boom causing everyone's ears to ring, one of Twilight's windows shatter, and the stone pillar is shattered by the iron round.

"That's going to scare the hell out of them!" One recruit says.

"Yes that would help, now watch, after the cannon is fired you must quickly reload it using these following steps." He slides a little metal pan over the touch hole blocking off air. "After you fire the cannon use the worm first to remove all debris stuck inside, after that the sponger must get one sponge wet and clean the inside, after that use the dry end to get out all the moisture, then the ladle is used to put in a new round, on the back of the ladle is the rammer, after it is rammed in place remove the cover and prepare to fire." He demonstrates but doesn't load it again.

"A team of four or five could operate it, or a single skilled Unicorn" Pebbles said. "Now if you'll excuse me I need to get the other ones out of their molds." The Diamond Dog returns to his forge.

"Now, I'm going to fire a Blank round, after it fires I expect you all to do what I told you, I need four of you, One Sponger, One Loader/Rammer, Wormer, and Commander, the Commander will be firing the gun." The Cannon fires and four ponies do what Ademar showed them, once the Blank round is loaded they fire it and repeat it once more but don't load it. "Excellent, now I have one more new thing to show you."

He opens one of the barrels to take out a fist sized iron ball with a wick in the center. "This is a Grenade, lit the wick and throw, it will explode and send Shrapnel flying into the enemy." He demonstrates by throwing it into a bush, the bush then explodes. "All of you will be given a sack of four of these, use them at your own risk though. Now I have something to show all of you, I will need a couple recruits to help me move it outside."

A Couple of Ponies follow him inside, after a few minutes Ademar and the two Ponies push the plane outside and next to the 262. Ademar hops in the pilots seat, Twilight Spins the wooden propeller starting it up. "What is this?" A recruit asked as she touched its wings.

"This is a Fokker E.IV, the future of Equestria's airforce, if I have a successful flight and landing they will be made in a nearby factory." He then takes off, Twilight flies beside him.

"Everything working so far?"

"So far yes, now I will try and land." He angled it toward the ground, is started to slow down during the descent, it hit the ground with a hard thud, it bounced a little bit but slowly and safely stopped, The Recruits circle around the plane. "Twilight, I will get someone to move this to the factory, start production immediately."

"Alright, Ademar I think I found the solution to the guns, just need a couple of days and I will have it complete."

"Good, I am going to check and see if Rarity is done with the Uniforms." As he walked through Ponyville he was aware of several of the Resident Ponies names, they Greeted him and he greeted them back, he still got curious looks now and then. When he enters the Boutique he sees Rarity finishing up the final arrangements for the Uniform.

"Ah Ademar your here, well how does it look?" He looks at the Uniform, the Leather boots, satchel, and the finely woven Backpack and sleeping bag on the back.

"Its looks like the original, I was wondering if you--" An Irritated voice came from the other room.

"Dearest Rarity may I please get out of this motionless if not humiliating position?!" Ademar went to go see who was yelling. In a dressing room he saw Blackthorn standing still with bits and pieces of fabric and clothing on him.

"No, I am almost done sweetie, now I have to help Ademar and I will be right with you." She walked out of room, Blackthorn having an even more irritated look on his face.

"How long have you two been together?"

"Oh about a week now, he came in asking if I could repair his boots. The Deer Cobbler was sick so he turned to me for help. While I was working on the repairs we sparked a conversation, I was curious about what he does and so on. We started seeing each other a little after that." She finished putting the final touches on the new Uniform. "And done, what is it you were going to ask me?"

"I was wondering if you could make more, about 349 more. I picked out who the officers will be and the helmets they wear I can make."

"Well I am going on a date tonight with Blackthorn, I will start tomorrow morning, expect them to be done within a day or two." Ademar walks out the door and says goodbye to Rarity. Making his way back to the castle he can see something being built in the distance by Twilight and the Unicorn recruits, as he makes his way over to them he notices she had recently built a large hangar and started to move the frame for the Zeppelin into it.

"Starting early?" Ademar said. Twilight was looking through the plans, several Unicorn workers walked past them.

"Yes, I needed to borrow some of your Recruits to help me with building the Hangar, and in constructing the Zeppelin. They said they were all done with their training."

"No their not, almost but not yet complete. Pebbles is still making the bayonets for them so they will need to go through bayonet training and receive their uniforms then they will be done. But for now I see no reason why they cant help you." He sees the Unicorns carrying one of the hydrogen cells. "Just be cautious, those sells are Volatile."

"OH. The Gun design is finished, I left the prototype up in my study for you to look at." She returned to the Zeppelins construction. Ademar watched for a minute but then left. His 262 sat in its newly built hangar, tools were all around it, ammo canisters were next to it so he could properly reload it. The assigned officers were gathered in the Castle foyer waiting for Ademar's new orders.

"Orders sir?" One of the Ponies asks.

"Have them work on weapons training and marching. Send some of our Unicorns to the forge and The princess to increase building speed."

"Yes sir." They split up and walk to the recruits. Ademar watches them split up into groups, ones going through weapons training go to the field while the Unicorns split into groups of two, some go inside while others go to Twilight. The guns, grenades, and cannons echo through the town.

Ademar quietly worked on his new prototype fighter, he was building a second personal aircraft, if he is to fly with the ponies he will do so in something he can use instead of the 262 on certain occasions. The body was already made, showing the rudder control, Engine, and pedals only the upper and lower wings were needed along with the three guns.

"Hmm....what color shall you be..Red or Green...." He though of this for some time until he made his decision. "Red, red like Richthofen's."

Ademar left to recover a Red paint that matched the original planes bright color.

Author's Note

Well I am finally finished after so long. Sorry for the wait but as always please enjoy.

This is the idea I was going with for the Ponies new Uniforms. They can wear both the Kepi and Hats but officers will use Metal Pickelhaube's . Also Images of the Plane

March to Griffonstone

March to Griffonstone

Almost two months have past since the battle in the Chrystal empire, sightings have been showing up all over Equestria and Griffonia's boarders. The newly armed Equestrian army has grown rapidly, starting from three hundred and fifty, to five hundred. Well armed with the new rifles backed up by cannons, machine guns, grenades, and air support from the newly trained pilots and the finished zeppelin. Ademar was managing the 262's engines.

"Ademar dear, I have your uniform ready." Rarity said, she walked in carrying Ademar's officers uniform, it had a steel Pickelhaube and a officers saber Pebbles made for him. She set it on his bed.

"Thank you Rarity, oh and I heard your dinner went well."

"Well it did.....somewhat."

"Oh?" He said turning to face her.

"Well....Blackthorn proposed to me, I said no...I told him I wasn't ready for marriage yet. He understood."

"Well that's good, I hope the best for you both."

"Thank you Ademar." She says before leaving, A guard walked in after she leaves.

"Sir, Princess Twilight requests your presence in her library."

"Alright." He walks to her Library. Inside the library he sees hundreds of designs and experimental weapons and planes. Twilight reading a recently sent message.

"Ademar! Griffonstone is asking for our help. A massive changeling swarm has been seen heading their way, if we leave now we can beat them to it."

"Princess this is all unexpected, I will have to ready the planes for takeoff at your command."

"We cant use our aircraft this time, the Weather brigade is already flying there to create a thunderstorm to halt their air assault. We will have to use our ground forces."

"Alright, will you be joining us?"

"No, this fight will last days, maybe weeks. If that's the case I will be there in a week with some help." She sends a message to Griffonstone. "I sent a message to King Gordon letting him know you are on the way. Be careful Ademar."

"I will Princess." Ademar leaves the Library and returns to his room. The uniform Rarity made for him is a good fit, the helmet is a little heavy but he can manage, she even made him a new holster for his pistol. He walked outside in his new grey uniform to be saluted by the new soldiers, Spike had already told the other officers to ready the soldiers to move out.

"Whats the occasion sir?" One asked.

"King Gordon of Griffonstone has asked for our aid, a changeling swarm massive in size is heading their way. The weather brigade has been ordered to stall them with a thunderstorm in order for us to beet them there, we leave immediately." The officers tell the ponies to call off.

"All five hundred are here sir, Eight cannons and twenty two MG's ready to move sir." Ademar draws his sword, he walked forward, the other officers and ponies followed him in formation to the train station. Once loaded onto the train Ademar and his officers went to the first class cars where they were given warm beds and good food, it would be a five hour train ride to the next station and a three hour march through the mountain passes to reach Griffonstone, and the heavy equipment they have wouldn't go through the narrow passes all to well and may need to be carried. The MG's can be carried by one or two ponies but the Cannons will have to be taken apart and moved, most likely requiring several ponies to carry the bronze cannon, hopefully they get through easily without injury.

"Something on your mind commander?" An officer asks.

"Yes, if it comes to it we may need to transport the heavy equipment by air if the pass is unsuitable to move them through."

"Did you do stuff like that where you come from?" A Mare officer asks.

"I wasn't infantry I was Airforce, though I was still trained in combat. But no, we didn't have to carry the heavy equipment. Though my father told me stories of when he was in the army. They had to carry Machine guns through mud, Mountains, and through streams. Though I'm sure we will be fine."

"Its strange having Mares in the Guard, it was always Stallions at one point." An Officer said.

"The recruitment of Females is new to the guard?" Ademar asks.

"Yeah, about a year ago Celestia allowed Mares to train and fight side by side with Stallions. Is it like that on your world?"

"Yes and No, The Males of my species fight wars, though Women that are in the army are usually secretaries, nurses, and some military roles as Auxiliary troops, Spies, Guards, and SS-Soldiers. Many are in industrial and farming to support the war effort."

"Interesting." A Mare officer said.

"So whats our strategy sir?" Ademar lays out a map of Griffonstone and its nearby mountains.

"The storm the weather brigade is creating will force the changelings to travel by land and the heavy winds from the mountains will also be in our favor. We will set up emplacements behind the entrance arch. Our troops will be set in trenches with the Machine guns, our canons will be in pillboxes, all will fire on my order."

"Reinforcements?"

"The Griffons will be sending soldiers to aid us and Princess Twilight will be coming in a few days."

"What if they are already inside the city, as Spies?"

"The Griffons are making sure there are no Changeling spies by using a paste like substance made by the Zebras." Out the window Ademar can see mountains in the distance. "We will need our rest for the coming march. Rest, all of you." The officers return to their bunks, Ademar stays in the lounge and studies the surrounding terrain and locations on the Map. Trying to triangulate the path the Changelings will take, at least two rows of Trenches will have to be dug and in between them the cannons will be placed, the first trench will be closest to the Gate and will be where all the soldiers will set up, two machine gun crews will protect the cannons, Some changelings will be able to fly over the trenches so Ademar will have to quickly come up with an anti-air Gun to deal with them.

The second trench is about fifty feet behind the first and will be connected to the cannon emplacements and frontal trench by ten foot wide trench walkways. The second will hold the sleeping bunks, munition storage, and the officers quarters, all of which will have to be underground. All the wounded will be transported to the hospitals in Griffonstone, communication will be difficult in the trenches so they will have to rely on messenger ponies, from the trenches to beyond the arch will be called 'No mans land', well in this case 'No Ponies Land'. This battle will mark the first use of modern weapons by Equestrian forces, it will be a day for them to remember.

********

After a few hours Ademar and the other officers are loading the Equipment and supplies off the train with the help of Griffon escorts. The Cannons were hooked up to the crew of two ponies pulling them and the MG's were set in other wagons or carried by the Ponies, extreme caution had to be used to unload the grenades from the train and pack them in the carts. "What kind of Contraptions are these?!" A Griffon general yelled while walking to Ademar.

"And you are?"

"My name sir is General Gwin, Councillor to my Nephew and King Gordon and General of the Griffon army. My nephew sent me and my Griffs to provide escort through the mountains. Now, as I asked before, What in the name of Tartarus are these things?"

"These things are the weapons we will use to end this conflict." Ademar said while putting his Helmet on.

"Bah, doesn't look like much to me." The crotchety old Griffon said.

"Believe me they are effective. The weapons Princess Twilight and I created will help us win this war."

"Well...enough chit chat lets get a move on." Gwin said.

The pass was not narrow, but it was still dangerous, heavy winds blew in Ademar's face, the ponies kept marching onward towards Griffonstone.

"Jeez Ade, how far we gotta go?" Applejack asked. She was wearing her new officers uniform pulling a wagon full of ammunition.

"Hopefully we will get there soon, how is everyone else?"

"Well Fluttershy and Pinkie are holding up alright, Rainbow is supposed to meet us in Griffonstone with her friend Gilda. You never fought on foot before have ya?"

"No, I suppose its your first as well?"

"Eeyup, Think we'll come out alright?"

"Without a doubt Aj." Ademar can begin to see buildings, when the troops exited the pass they saw Griffonstone, the city was beautiful from their angle, Griffons flying in and out of the city, and the massive thunderstorm was over the city. The grey clouds rumbled loudly over it.

"Well here we are Ponies, I hope your Princess is right about these contraptions." Gwin said.

"We will need some help digging out our trenches and building the Pillboxes. Would you be able to spare some troops?" Ademar asked.

"Sure I guess, just show us what to do." Ademar said. When they begin to move the ground beneath a Cannon wagon weakens, causing the cannon to slide off the ledge. Ponies rushed to help the cannon crew get unstrapped from the cannon before it pulls them into the abyss below. The Ponies get free and the wagon plummets into the abyss, the cannon hitting the rocky walls and finally ending in a massive thud when it hit the ground below. "Is everypony Alright!?"

"We're fine sir...Celestia that was close." One of the Soldiers says.

"Great, were down one cannon." Applejack said.

"We still have seven, we can try and retrieve it but not today. Lets get ready for the changelings." Ademar said. He and the army walked through the Arch, Gwin had already gone ahead to gather some workers to help dig the soon to be trenches. He saw Applejack unstrap herself from the wagon.

"Ah'm gonna go find Pinkie and Rainbow Dash, Fluttershy should be with them."

"What exactly will they be doing here?"

"Well Pinkie is trying to git the smiles of the Griffons to come out with Parties and Snacks, Rainbow is with the weather brigade and also one of your soldiers, and Fluttershy, hopefully she can do it, is providing aid to the wounded."

"Will Pinkie be able to supply us with Food if we need it, mainly bread and Hardtack's?"

"Ah'm sure she can help with that. What is it all you...well have to eat in those bags. Mine was on the cart that fell off the cliff so ah didn't get to see what we get. All I know is that Granny Packed it for me." Ademar set his bag down and opened it.

"All soldiers including me have twelve slices of square bread with a small tin of apple or berry jam, Cheese, a couple carrots, four potato's, small packs of Salt and Pepper, and I have a few slices of meat in mine, a couple turnips, and a flask of Hard cider from your farm. Your kit would have the same except for the meat and Cider."

"And what are these...Hardtack's?" Applejack asked.

"My father told me they are quick to make hard, long lasting biscuit or cracker made from flour, water, and salt."

"Well I'm sure anyone can make those easily, since we are right outside the Griffon capitol city Ah'm sure we will have a good supply of food."

"Well AJ just in case we have alternatives. Gwin is back." AJ walks towards the city and past Gwin and his workers.

"I have the Workers you requested." Gwin said, the workers brought wagons full of wood, tools, shovels, and Picks.

"Thank you Gwin." Ademar walked over to them and showed them the plans. The griffons, Ademar, and ponies grabbed their shovels and began to dig.

********

Starlight sat quietly in her booth, the train she was on was faster than the ones in Equestria and better armed, her Guards waited in her bunk with her. Her guards were converted Diamond Dogs in SS Regalia holding Stg44's. The train entered a secure location in The Black Forest, secret and hidden from the Allied forces, left untouched by their bombers. As she exited the train, Herzog, the first human she had spoken to, welcomed her to the base.

"Welcome Starlight, I am glad you arrived. Our Japanese friends are already here waiting for us." Starlight saw several large trucks unloading the portal Pylons.

"Did you use it?" She asked.

"Yes, one of our Generals was revealed to be an enemy of the Reich. He tried to flee to the allies with his loyal troops, their families, and some of our Prisoners, as well as some of our equipment."

"What did they take, and how many left?"

"At least three of our Tiger II's, nine Panzer I and II's, a single Mobelwagen Anti-Air tank, and several Half-track, Trucks, and Cars. We were able to transport them to a random location a few hours ago, its unknown how many there were."

"Are we using the Portal today?"

"Nein Starlight, we will simply show the Japanese how it works and how the Pylons work, after the demonstration we will send scientists to Japan to ready them for the Migration into Equestria." They walk into a large open warehouse, inside a viewing room are German and Japanese officials waiting for Herzog and Starlight. "Gentlemen, shall we begin."

Starlight stands in front of them. "Friends and Allies to the Reich, my name is Starlight Glimmer, a native to Equestria, the world you will be going to soon. This portal is the key to entering Equestria, made from Modern Science and Ancient Magic. It can transport People, Supplies, and Materials to and from Equestria. These Pylons we built have the same effect but like the portal require large amounts of power to operate in the short time its activated but still enough time to get a small battalion and supplies through. Soon we will step foot on Equestria and the country will be divided Equally, Japan will receive the eastern side of Equestria with the Cities Manehattan, Fillydelphia, and Baltimare. While the Reich will control the west, with the combined powers we can rebuild our armies, and retake this planet."

A Japanese official stands. "And when we return to Earth, what will become of Equestria?"

"The Reich has agreed to declare Starlight Glimmer as the Monarch of Equestria when we leave." Herzog said. After a few minutes the Japanese and German officials agreed.

"We will take the Pylons to Japan, and ready our forces for Migration."

"Our Scientists will be going with you, have a safe flight home and thank you for coming out this far." Herzog and Starlight bowed to the Japanese officials before they left. Starlight and Herzog examined the indoctrinated Griffon, Diamond Dog, and Pony soldiers in Nazi Regalia, standing silent and obedient, armed and ready to move out. "Your forces seem ready to go."

"We will return to Equestria when our numbers are larger, we need to gather more candidates."

"We will send more teams into Equestria." Herzog was looking at the soldiers, he then walked towards his bunk house. "Do you have housing here?"

"No, I was planning on returning to Berlin."

"Nonsense, We will bring your equipment here. You did want to be closer to the portal and your soldiers. The Equipment should be here by tomorrow night."

"Well it saves me the trip..thank you." Herzog sat in his chair and poured himself a drink, he then passed a glass to Starlight.

"Let us return to our duties after this Drink, we have much to do."

"Indeed we do...." Starlight drank the Whiskey and set her glass down.

********

Ademar walked through the newly dug trenches, machine gun positions ready, cannons in their bunkers, and new pillboxes set up. There were six main bunkhouses in the second trench, made to support fifty ponies each, four others were behind the trenches closer to Griffonstone. He sees Pinkie pulling a cart of baked goods.

"Here's the stuff you wanted Ade, those little Hardtack things are gross. How can you eat them?"

"They are quick to make and can feed starving civilians and soldiers quickly, hell we could soak them in our coffee. But thank you for making so many Pinkie."

"I'm just glad to help. Oh Rainbow and Applejack are on their way here."

"Great." Ademar still remembered the little resentment she had for him for winning the race. "I just hope she isn't in her usual unhappy moods."

"Oh I'm sure she'll be fine." Ademar sees Applejack and Rainbow Dash in the distance making their way towards the trenches. Rainbow walks up to him.

"Hey Ademar, I just wanna say sorry. I know I was kind of a jerk when we raced and AJ said I should apologize."

"Well, apology accepted Rainbow Dash. It was only race. How long will the storm last?"

"A few days give or take. Weather teams will be staying in the City to upgrade it."

"Good. The weather team will need to activate is soo---" An Bell rings from the city, signalling attack.

"Their coming!" A Griffon soldier yells.

"Everyone to their posts! Get the storm activated Now!" Ademar ran to the trenches while Rainbow Dash flies towards the mass of clouds. The wind begins to pick up, lightning begins to color the sky, and the sound of thunder grows louder. Cannons were being loaded, Ponies swared the trenches, pillboxes, and fox holes, the machine guns are loaded and ready to fire. Griffonstone covered in a mass of black and grey cloud, heavy wind, and Lightning. Leaving the trenches with little cover from it. Ademar can see the massive swarm of Changelings flying towards the city, many of them have landed in the mountain passes, perhaps setting up a command post. "And so it begins..." Ademar said quietly. He loaded his rifle, slammed the bolt in place, fixed his bayonet, and pointed it towards the enemy.

Author's Note

Another new chapter is finally completed. Please Enjoy.

The Machine gun I chose for the Equestrian army is a MG/o8 Water cooled Heavy Machine Gun.

Siege of Griffonstone

The cannons fired first, their booms causing Ademar and the Ponies ears to ring and sending thousands of lead balls into the mass of Changelings, upon impact their limbs were blown off, flesh and shell was torn apart, wounded Changelings lied on the ground writhing and screaming in pain, begging their comrades to take them to safety.

The rifles and machine guns fired next, the rifleponies fired, reloaded, and fired again, many hitting their targets causing many changelings to fall dead on the ground, the Machine Guns boomed and fired thousands of rounds in the short minutes since the first shots were fired, cutting through several of the changelings.

The Changelings fired beams at the trenches from what cover they could find behind rocks, debris, and the stacked bodies of their kin, the beams of green energy flew towards them at incredible speeds flying past the trenches hitting the ground, rocks, some of the Pillboxes, and some towards Griffonstone. The Changelings were getting closer to the trenches, Ademar saw a Pony impale one on his bayonet and pin it to the ground and continued stabbing the creature until it could no longer move. Ademar saw a pony soldier get hit in the face with one of the beams, the Pony didn't scream, he only fell back into the trench, the side of his face charred by the beam.

"Ademar what do we do?!" A soldier yelled.

"Keep firing!" He yelled. The Changelings continued their ruthless assault on the trenches and to no avail, only succeeding in wounding and killing some Ponies. He saw their weakened and stunned force, the Changelings were dazed and confused at first at what had just happened, another cannon round fixed that, sending them into a frenzy as they saw the line of Ponies hidden in Trenches using these destructive weapons combat them.

Soon enough the Changelings were to focused on the assault than getting their wounded off the battlefield, but before any of this could happen, both wounded and assaulting were cut down by Cannon, Rifle, and Machine gun fire. Several ponies were hit by the changelings magic, wounding them and some fatal, though the Changelings who were taken by surprise and had suffered heavy casualties and wounded had no idea what to do next except fire upon the trenches.

Seeing their brethren being ripped apart by the unknown weapons caused many to flee back into the Mountain pass, leaving their dead and wounded comrades behind. Ademar seeing this fired at the armored Changelings who were giving orders to their subordinates, killing them will cause Changeling moral to weaken and cause them to flee. Ademar loaded his rifle with a fresh round and shot at a changeling officer, the bullet hit it in the eye and passed clean through taking the helmet with it. The Changelings upon seeing their officers struck down, fled back into the mountains. "Cease Fire, Cease Fire!"

The Pony soldiers stop shooting, Changeling Officers bark commands at their cowardly soldiers and eventually fall back with them into the mountains. The groans and screams from both Wounded Ponies and Changelings is head. Ademar and the Ponies carry their wounded into carts behind the trenches, Griffon volunteers help carry them into the city. These ponies have burns, cuts, and Holes from the Changeling beams. "Sir, what do we do about the Changelings in the field?" Ademar looked to see the wounded, screaming, and groaning changelings lying in the dirt.

"I will lead a team out to them, from this day and beyond all Changeling prisoners shall be treated the same way we are and be well fed." Ademar and a group of Ponies walked onto 'No Ponies Land' to aid the wounded Changelings. Ademar walked past the bodies of the lifeless creatures trying not to step on them. He saw a wounded Changeling, the poor creature had a large piece of shrapnel in his left back leg, one of his wings were missing, and his horn was blown off from the base, probably from a bullet. Once it saw him it tried to crawl away.

"No! Please don't hurt me No!" It said frantically as it tried to crawl away. Ademar quickly caught up with it and held it down, the changeling kicked and flailed its arms trying to get Ademar off him.

"I'm trying to help you stop kicki--" The changeling kicked him in the nose, knocking off his helmet and causing his nose to bleed. Ademar crawled quickly back over the the changeling and began to tie it up angrily. "Hold still damn it!" He eventually had the changeling tied up, he used the natural holes in its legs to help hold it together.

Ademar picked it up and set it over his shoulders. While walking back he could see the trenches, then something hard hit him in the back, knocking him to the ground. When he got up he saw a Changeling clad in armor flying towards him, its mouth opened up in a vicious snarl and a sword drawn next to it. Ademar unsheathed his sword and blocked the changelings attack, both the swords made a ringing sound when struck together, the changeling lashed at Ademar's side, its sword cutting him, though not deep.

Ademar swung back hitting its armor, only denting it, he swung again hitting its sword. The Changeling used its magic to grab a nearby spear, it used the spear to trip Ademar and fall on his back, the changeling tried stabbing Ademar with the spear, Ademar grabbed the shaft, its head was less than an inch from his chest, he could feel it weighing down on him, the spear head slowly went down, ripping his coat, he could feel its point against his chest. The Changeling smiled wickedly.

"Ademar!" Applejack used her rifle as a bat and smacked the changeling in the jaw causing it to lose its hold over the spear and sword. Ademar threw the spear to the ground and picked his sword back up, Applejack used her rifle to block the Changelings sword attacks, the Changeling shot applejack with a beam causing her to fall to the ground.

It saw Ademar raise his sword ready to strike the changeling, it raised its sword to block, Ademar's swung with great force, his sword broke through the changelings sword and Ademar cut into its neck, the Changeling fell to its side, Ademar's sword stuck in its neck, it was so far in he almost decapitated the Changeling. He set his foot on its head, his hands on the swords grip and pulled, a squelching sound came from the changeling when he pulled it out causing green blood to drip from its wound and stain his sword.

"Are you alright AJ?" He said.

"Ah'm fine, my chest is a bit burnt but all good here. Are you okay?" She said while getting up.

"I may need to see a Doctor before this day ends." He picks up the wounded changeling he found earlier and carries it on his shoulder, in his other hand is holding the fresh wound on his left side and his sword is still drawn but facing down. When they walk to the wagons they see wounded Changelings and Ponies. Changelings that are able to walk are escorted by armed guards into the city. Ademar uses a rag to clean the green blood off the sword.

"You headin to the doctor?" Applejack said.

"Yes, Are you?"

"No Ah'm not to beat up, unlike you. But it wouldn't hurt to be checked up." She walked beside him towards the city, Upon entering the city they see hospital tents set up for the wounded Ponies, Changelings, and Griffon Civilians who were accidentally hit by stray changeling beams. Many ponies had bandages over the burnt areas, some had rags covering their faces, Changelings had the same treatment accept bullets and shrapnel had to be removed from their bodies. Ademar sat down on a chair, waiting for a Nurse or Doctor to tend to him.

"Need some help?" Ademar looked up to see a Friendly smile on a familiar face.

"Hello Fluttershy, and yes I do need some help." Ademar said trying to use his sleeve as a napkin to wipe the blood coming from his nose.

"Oh Rarities gonna be mad when she sees the stains on your uniform." She says. "Um, can you remove the shirt please?"

Ademar unbuttons the wool coat and takes it off, Underneath he wears a white tank top revealing the Hexagonal Luftwaffe Dog tags and his star of David. A Small stain of blood marks where the spear could have killed him, The cut is small and can be tended to himself, though the large cut to his side will need stitches and soon. He then took off the tank top "Does, does it hurt?" Fluttershy asked in a small soothing tone.

"A Little yes." She cleans it off with water, then uses antiseptic to prevent sickness and disease, a griffon wearing a stained red white apron walks over to them.

"Miss Gabby will help me with the stitches, I'm not really good at is since, well Hooves." The Female Griffon with red head feathers and a dark brown body walked to Ademar and Fluttershy. She knelt next to Ademar, he could feel the needle enter his flesh and the string slipping through, he winced at the pain.

"So Fluttershy, where did you learn your medical skills?" Ademar asked.

"Well, taking care of so many wild critters you will eventually stumble onto one that's hurt. My mother taught me about medicine when I was little and Zecora showed me the types of plants and mosses that could be used for Medicine." Ademar saw Gabby apply antiseptic to the wound, she and Fluttershy then wrapped a bandage across his waist.

"Try not to sleep on your side for a while." Gabby said as she walked over to an injured Pony. Ademar removed the bloodied undershirt and put his coat back on.

"Are you going back to the trenches?" Fluttershy asked.

"Yes, I need to see the Damage the changelings did to our defenses, and hopefully get some rest." He stands up and grabs his weapons.

*********

In the Frozen pass, protected from the harsh winds of the storm. The Changeling army regrouping and counting their losses. A Changeling drone named Gnat of the Chrysalis Hive drags a sled full of his deceased kin and those of other Allied hives. He didn't take part in the main battle though he heard the thundering weapons that ripped apart the poor souls in the front. The Changelings he drug back had massive holes in them, many ripped apart and oozing fluids and Gore.

The sight, let alone the smell made him sick, he missed being a worker, Flying through the hive and fixing all the little to big problems like a broken Chair to a broken gate mechanism. The sight of battle frightened him, causing him to shake violently while looking at the enemy, even the Prisoners made him shake. When he unstrapped himself from the harness he backed up, accidentally knocking into a barrel full of Spears. Hearing the weapons clang on the rocks made him flinch and close his eyes. "Private Gnat! Retrieve those weapons this instant!" An officer yelled at him.

"But sir it was an accident, I didn't mean t-"

"I don't want to hear your excuses Private, go get them." The Officer said drawing his weapon. Gnat backed up and began to fly into the Crevice below. He hated taking orders from Changelings from other Hives, though if he didn't listen it could very well cost him his life. When he set foot onto the cold rocky ground, he made his horn glow to illuminate in the Darkness. He finds the Spears, thankfully none are broken, and begins to pile them up. On the ground he sees a paper bag, ripped open. It is leaking a black sand and metal balls.

"What's this?" Gnat said quietly. Upon looking further he sees more bags, some aren't ripped open, heavy metal balls lying on the ground, and a satchel that had some apples in it, then the remains of a wooden wagon. Behind the wagon he finds a massive bronze object with a circle in the end. Gnat looked down the objects hole, studying it he realized something about these things, the Changelings that survived the battle mentioned something about large metal tubes that shot fire and metal. He quickly flew out of the Crevice and quickly flew to an officer. "Sir I found something in the Crevice I need you to see!"

"Not now Drone, I have more important duties to attend."

"I found one of those...weapons the Equestrians have, the ones that shoot fire and metal." The Officer turned to face him, a surprised look on his face.

"Where would you have found this?"

"Down there!" He points towards the Crevice.

"Show me.." The Officer said. Gnat led the Officer into the Crevice and to the location of the Cannon. The officer gawked at it curiously. "You stay here, I will return with the commander, she will decide on what to do with it."

As the officer flew off Gnat paused for a second.."She?" He wondered why the Officer said she. After a few minutes he saw the Officer from before accompanied by three others. Two other Changeling officers and a Larger Female clad in armor. To Gnat, seeing females in a Hives army was very rare, they were taller than the regular Male drones, not as tall as their Queen but still taller then he was. This Changeling, to him was...Beautiful. He could tell she was from one of the Marsh hives because of her Shell, Eyes, and Hair color were a bright green.

"Commander Mayfly, this is the Drone that found the Equestrian weapon." Mayfly looked down at Gnat, her big green eyes were as bright as Emeralds.

"What is your name drone?" She asked him.

"M-My name is Gnat of the Chrysalis hive Ma'am." Her gaze focused on the cannon.

"Does it work?"

"I have no idea how to work that thing."

"We will take it back to the Hive, see if our workers can replicate it. We saw what id did to our forces. I wonder how well it would work against its Makers." The three officer Changelings tied ropes under it and carried it out of the crevice. Gnat gathered up all the bags full of the black sand. "Gnat, I am promoting you to lieutenant for this find. Do you have any objections?"

"No..NO of course not. Thank you commander." He bowed respectfully.

"No need to bow Gnat. Come, gather whats left and return to camp, Then we will present our find to the queen." She flew out of the crevice, Gnat followed her shortly carrying the Bags and Iron balls.

*********

Ademar sat at his desk, his small underground Bunker had enough room for his bed and a desk, a small oil lamp gave him plenty of lighting in the small space. The only noises that could be heard in the bunker were of his Pen and the muffled voices of the ponies. His letter to Twilight described the Battle, Victory, and Casualties. After he finished writing the letter he walked to the wooden stairs and walked up the dark wooden tunnel. When he exited the Tunnel the cold mountain air blew in his face, the Trenches were near empty except for the few Sentries keeping watch. "Anything to report?" He asked Applejack who was one of the Sentries standing watch.

"Nope, nothin so far. The only things out there are the dead ones the changelings didn't grab. But all silent so far." She took a drink of her small glass of Cider. "Damn its cold out."

"Luckily the Griffons supplied us with extra Blankets."

"Yeah, at least its mildly Warm during the day. Think we drove em off?"

"Doubt it. They most likely regrouped in the pass." He extends a small telescope and looks through it. He can see the remnants of this morning battle, mainly dead Changelings and rubble. He saw a Changeling watching him through a similar object, hidden among his dead comrades, pretending to be one of the dead. "I see you..." Ademar said.

"See what, Is there one our there?" She readied her rifle.

"Yes, I can see him watching us, he is hiding among the dead Changelings, using them as cover." Ademar took his rifle and aimed it in the Changelings direction. He fired a single shot which hit right next to the Changeling, causing it to jump and flee into the Pass.

"Ya get him?"

"No, I was only sending him a warning. I want more sentries tonight, the Changelings might just try something." Ademar goes to the Barracks. Inside this larger dugout were several beds built into the walls stacked up in three bunks, supporting a pony on the bottom, middle, and top bunk. There were several of these beds in this large but cramped Dugout, leaving some walking room, all their possessions were under under the bottom bunk.

The Dugout was heated by a decent sized fireplace at the end, it had a chimney leading out to the top of the bunker. Because of these conditions the Ponies could only eat in the Trenches, luckily Applejack had the idea to build a Medium sized Kitchen Dugout in the Second Trench so that Ponies were served something when they got out of their Cramped living space.

The Kitchen Dugout came with Kitchen supplies and Utensils that were given to the Soldiers by the Griffons like a wood stove, Bread Oven, and a few Cauldrons for soup making. Ademar made sure the Munitions Dugout was secured and Guarded, a single Pony was there reading a book, the only light the Pony had was from a Lantern.

"Sir, Applejack woke us up and told us the current situation." An officer said.

"Yes, Deploy more Sentries to the trenches and send a team to three of the MG nests and one of the Cannons."

"Yes Comma-" Before the Pony could finish his sentence he was hit in the face by a Beam, taking most of his face off with it.

"Were under attack raise the alarm now!" Ademar shouted at he ran towards a Machine Gun nest. He cocked the Gun and waited for the changelings to fire again. Upon seeing more of the beams fired from the Darkness Ademar fired back, sending hundreds of Bullets into the Darkness.

One of the Cannons fired into the Darkness, its solid iron round causing a massive boom as it impacted the side of the mountain, more beams fired and the MG crews began to fire on the origins of the beams. One of the cannons was loaded, its was going to fire a round of Grapeshot into the Night hoping to hit some of the changelings, before it could fire a beam flew past the trenches at high speeds and flew directly down the cannons barrel, causing it to explode, sending shards or brass, wood, and Iron in every direction, killing the entire Gun crew. "Cease Fire! Cease fire!"

He ran to the burning Pillbox that had housed the cannon, the fire from the explosion illuminated most of the trench line. "What do we do Ade?" Applejack asked him.

"We will have to get their bodies out when the fire dies, for now we must tend to what wounded we have and send a messenger to Gwin, I need to talk to him. The rest of us will have to stay up the whole night." He his Telescope to look out into the darkened battlefield, only seeing shadows. "Where are they..."

He sees Movement in the Shadows, a lone Changeling looking at the fiery Pillbox. Ademar watches it stand their silently for around ten minutes before leaving. He sees more Changelings in the Shadows, perhaps their intended target was one of the cannons, he didn't see any wounded.

"This is going to be a long night, Isn't it sir?" A soldier asked.

"Yes it will." Ademar said, putting the telescope away and fixing the bayonet to his rifle. "We will see what they have for us in the morning."

Final Assault

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

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

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

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

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

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

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

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

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

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

"Yes."

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

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

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

"How many do you want?"

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

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

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

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

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

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

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

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

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

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

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

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

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

"First I need your name."

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

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

*******

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

"Y-yes commander?" He said.

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

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

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

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

******

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Like what?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Did you bring any artillery?" Ademar asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

"Why not?" Twilight said.

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

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

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

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

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

**********

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

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

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

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

"What kind?"

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

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

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

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

"No. But she will understand."

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

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

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

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

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

"Miss Starlight, is everything oka-"

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

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

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

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

"Stay away from me!" She said.

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

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

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

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

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

Author's Note

Sorry for the long wait.

Battle of the Foal Mountains

Battle of the Foal Mountains

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"We do?" Ademar asked.

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

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

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

"Whats their history?" Ademar asked.

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

"The big one." Albert said.

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

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

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

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

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

***********

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Thank you, Gnat." She said.

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

**********

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

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

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

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

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

"I joined through my own wishes."

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

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

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

"There were Italians with you?" Ademar asked.

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

"What of armored vehicles?"

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

"What of artillery?"

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

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

"Go ahead." Ademar said.

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

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

"Likewise." Rommel said.

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

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

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

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

"You speak French?" Ademar asked.

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

"My mama was a maid from from Paris."

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

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

"Bonjur." She replied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"And how many is that?" Albert asked.

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

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

*********

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

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

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

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

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

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

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

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

"By sea?" She asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Did Twilight finish the Flamethrowers?"

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

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

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

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

**********

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

"What is it drone?" She said.

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

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

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

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

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

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

********

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Yes." Albert said.

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

*********

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"How many were lost?"

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

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

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

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

***********

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

"The Princess, will she attend?"

"Yes." He replied.

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

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

"An invasion..." She said.

The Invasion.

The Invasion.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"How many?" He asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"What of the Solar Islands." Luna asked.

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

"Lets go Starlight." Ademar said.

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

"What of it?" He replied.

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

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

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

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

**********

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

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

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

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

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

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

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

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

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

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

******

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"You have an idea Ademar?" Hammond asked.

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

"How?" Twilight asked.

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

"Good idea." Twilight said.

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

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

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

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

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

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

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

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

"A Sturmtruppen then." Rommel said.

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

"Agreed." Ademar said.

******

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

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

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

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

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

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

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

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

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

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

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

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

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

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

**A month later**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*********

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

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

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

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

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

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

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

*******

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

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

"They are all Unicorns?" He said.

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

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

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

"Oh no..." She said weakly.

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

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

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

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

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

"What about?" She asked.

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

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

"Whys that?" Ademar asked.

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

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

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

"What is their next target?" Twilight asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"What happened!" Starlight yelled running towards him.

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

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

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

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

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

"No aircraft?" Rommel asked.

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

"What is that?" Ademar asked.

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

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

"When will they be here?" Hammond asked.

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

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

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

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

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

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

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

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

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

Author's Note

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

The Battle of Ponyville

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

The Liberation of Manehattan.[Final]

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 :twilightsmile:

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.

First Contact.

Ademar polished the barrel of the newly built Rifle. To a human this would be a carbine because of the light weight and small frame. "Twilight Its finished. Twilight?" There was no answer, he put the leather sling on the rifle and slung it over his shoulders. He continued outside to see Twilight by the 262, she had a can of Paint next to her. "Twilight, what are you doing?" He startled her, causing her to jump and knock over the can of Blue paint.

"Ademar you scared me.." She said while catching her breath.

"Sorry, what are you doing?"

"Well, since you agreed to help I painted out banner on your plane." Ademar looks under the wing to see the Equestrian banner painted on.

"Oh, well I have the rifle finished, ready to try it?" Twilight's smile grew.

"Of course I am!" She follows Ademar to the backyard where he has set up hay targets.

"Now, I need you to fire it twice, standing and with magic." He passes her the rifle. "That lever on the back is the safety, pull it back until you hear a click." She uses her hoof to pull it, Ademar noticed how it was working so far. "Now pull back the bolt and insert the round, then close the chamber and aim." She does as she is told.

"Now what?"

"Fire." He pointed at the target. Twilight closes her left eye, using the other to look down the barrel to the cross hairs. When she was lined up she pulled the trigger, the rifle kicked back hurting her shoulder and firing its round striking the Hay Target. She sets the gun down.

"It worked....but ow." She rubs her ears and shoulder. "Gonna need some getting use to.

"Yes it will, now do it with your magic." She picked up the rifle with her magic, doing the same thing again she aimed the rifle and fired it, there was a small kickback but she loaded it and fired again. "Good, It works both ways."

"Now what?" Twilight asked handing it back to him.

"We make more, and we-"

"TWILIGHT!" Spike yelled as he was running towards her with a Scroll. He stopped in front of the two wheezing and trying to catch his breath. "M-message from the Princess."

She grabs the scroll and reads it, her ears Droop down. "The changelings have attacked, they are along the Yakyakystan, Chrystal Empire boarder. They have been engaged but the battle has been stalled because of the weather, both sides have fortifications ready."

"Then we must go to the Chrystal Empire then. We can send the Designs for the weapons and new Uniforms to Canterlot."

"I will gather my things. Are you going to fly to the empire?"

"No, I don't want to waste to much fuel so we will have to load it onto the train." He runs inside. Upon returning Twilight gathered some guards to help pull the 262 to the train station. Ademar and Twilight walk beside the plane, upon reaching the Station they see several guards and ponies at the station, Mare and Stallions in armor say goodbye to their friends and family, guards wearing purple armor, the officers, command other guards onto the train car.

The 262 is strapped to a train car, its wings folded upward and a tarp covers it. Ademar and Twilight sit inside the train, he sees guards chatting, praying, crying, shaking, and readying their weapons. A unicorn guard in white and red armor with a saddle bag that has a red cross on it examines the soldiers.

"Ademar, how many do you think--" She looks at him.

"Will die.....I don't know Twilight. It is something I don't want on my mind, and neither should you." He leans back on the seat and tries to get some sleep.

******

The train came to a heavy stop, lurching Ademar and some of the guards forward a bit. "Are we there?"

"Yes, I will have the guards unload the 262 for you." She gets up and leaves the train, Ademar grabs his bag and follows her. He sees the ponies move the 262 off the train, the snow storm will prevent him from flying today.

"Will the weather be clear skies tomorrow?"

"Yes, the weather ponies are working their hardest, mainly directing the storm at the changelings, but the storm will be gone by morning." An officer said.

"Ademar follow me, we are staying in the castle tonight." Twilight said. She and Ademar walked through the beautiful city, he saw several Guards setting up Tents, he saw Chrystal Pony guards and Yak soldiers walking and talking. They walk past the Chrystal heart and into the Keep.

"Twilight!" The Princess of love runs over to Twilight and hugs her. "Its so nice to see you, though I wish it were on better occasions.

"Oh its fine Cadence, hows my Niece or Nephew doing?" She looks at the Princesses belly.

"Hungry, and Kicky. But we are fine Twilight. Shinning is in the War room with Prince Rutherford, Luna, and Celestia."

"What of King Gordon? Is he not joining us?"

"Gordon is keeping the Changeling occupied for now, the storm has caused some relief and we have been able to resupply him and our frontline soldiers." Cadence Said. They Enter the War room, Shinning is in full combat armor alongside Rutherford and the Princesses.

"Twilight!" Shinning trots over to his little sister and hugs her. "Its great to have you here."

"Twilight and glad to be here, what are our plans?" She and Ademar walked over to the Table, on it showed the nearby landscape, Towns, and Cities.

"The Changelings came out out the Mountains north of the Empire, Rutherford's Yaks engaged them first, we made it just in Time to help hold them off when the Storm hit. On both sides forts are being made, our Catapults and Ballista have been firing nonstop but they have been returning fire with their Catapults and Magic." Shinning Said.

"I do not wish to be held up any longer while my Yak brothers are dying out there, Princesses with your blessing may I return to my Yaks." Rutherford said kindly, Celestia nodded and he left.

"We have a Battalion on the way from Canterlot, and several Diamond Dog mercenaries are coming from Dimondia. But we are still outnumbered, we need to strike soon." Celestia said looking at the table.

"Once the storm clears I will be the first to strike Princess, by Firing what rockets I have left I should be able to scatter them, their siege weapons need to be eliminated before the Infantry can move in, those will be my prime targets." Ademar said.

"The storm has effected them though they are clearing it up Quickly. It will be cleared by Tomorrow before noon." Shinning said.

"Good, I will greet them when it is gone."

"This meeting is adjourned, I expect everypony to get their rest for the coming battle, Twilight I will meet you in your chambers in an hour, I have something for you." Celestia said. The two Princesses left the room, Shinning and Cadence followed them. Ademar walked beside twilight, he carried one of her Saddlebags.

"I wonder what Celestia has waiting for me? You think its Books, or a Magical tom, ooooo maybe a scroll or Lost relic."

"I wouldn't know Twilight." Ademar said. As they walked into the room they saw a Suit of Pony armor that was Twilight's size. Celestia stood next to it.

"Or its...a set of Armor.." She looked at the Armor is surprise and Sadness.

"Come, lets see if it fits." Celestia said as she used her magic to fit it onto Twilight. Her hair had to be put in a Bun, the armor was light, the helmet had a blade that protected her horn from damage.

"Have you had to do this before Princess?" Twilight asked.

"A few, my armor hasn't been used in years though. This was recently built for you." She said, as she was fitting armor onto Twilight's wing.

"No matter what I am ready, but...I'm scared." Twilight said.

"Its alright to be scared Twilight, I am just as worried as you are, as scared as you are to." She finished with putting it on. "There, I am finished."

"When I became a Princess I didn't think about something like this, fighting for Equestria. But I am now. I will be ready for tomorrow Princess." Celestia hugs twilight then leaves. Twilight takes off the armor.

"I will see you in the morning Twilight."

"Goodnight Ademar." He leaves the room and walks through the castle halls to his room.

********

The 262 engines whine loudly as he flies in the air, beside, Below, and Above him he can see formations of Pegasus and Bat pony Guards, on the ground he sees the Legion of Ponies and Yaks marching towards the twin mountains, he can see the Storm, the Ponies, Griffons, and Yaks firing flaming catapult rounds through the storm.

The snow has been cleared by the numerous hoof steps, Magic, and Catapult Damage. He can see the Storm clearing up, once it clears he sees a massive black moving cloud of Changelings descending onto the Soldiers below. Ademar fired two rockets into the swarm, the missiles explode in the swarm creating a massive hole, corpses and body parts from the changelings fall to the ground, Ademar fires the main cannon into the swarm, the guns shook and vibrated the plane.

Its booms can be heard from the Soldiers on the ground. Celestia uses fire balls and Beams of sunlight against the Swarm of Changeling, guards fought alongside the Yaks and Griffons, sword, spear, mace, Shield, Magic, even bare Claws and Hooves, Green and Red blood painted the ground beneath them. Luna led the Pegasus alongside Ademar, she used her Magic and Bow to knock the Changelings from the sky.

Twilight used her magic to combat several of them, she saw one of Ademar's Rockets hit a Changeling Catapult, sending it into a massive fireball, followed by Debris and Bodies. The Changeling's numbers finally seemed to dwindle. More and more Changelings were using their magic to fight and take their wounded comrades to safety, she saw Ademar's fighter fly by and fire upon the last catapult. The changelings began to flee. The Ponies, Yaks, and Griffons advanced, charging into the Breaking Changeling lines, hacking, slashing, Smashing, Clawing, biting and Burning.

******

What was left of the massive Swarm fled, were captured, or Dead. Twilight looked at the Dead bodies of Pony, Changeling, Griffon, Hippogriff, and Yak strewn among the battlefield, the painful screams of all races could be heard for miles, fires were everywhere, over a Destroyed Fortification, Siege weapon, or Body. Limbs from each race were an uncommon sight, but the blood, the mix of the Red and green blood stained her hooves and armor, knowing it would take days to wash away. The screams, the sound, the Image, and worst of all...the smell would never leave her mind.

She saw Celestia tending to wounded soldiers, some had missing limbs, some had missing eyes, and others were badly cut, burned, or beaten. Their dented and stained armor lie next to them. "Twilight I need some help here." Celestia said while holding up a wounded Griffon. Twilight used her magic to hold up the griffons arm, her hand was severed, it lied next to her. Celestia used her magic to levitate it and line it up with the nub, Twilight used her magic to burn it back onto the griffon, trying to ignore her screams. Twilight leaves them, and walks towards Ademar.

"Is this the price of war Ademar?" She said looking up at him.

"Yes, more lives will be lost if we do not act Twilight. We need to return home as soon as possible."

"I will try and get us a ride home tomorrow, or in a couple days." She lied on the part of ground that wasn't stained by blood, she then fell into a deep sleep.

********

"How many are dead?" The angered Changeling Queen asked her cowering and shaking General.

"We lost 144,531 soldier My Queen, another 7,023 wounded, and 1,793 missing." He said in a scared tone.

"And you say these Ponies won because of some massive metal bird that launched fire from its nose, sending thousands of my soldiers into Oblivion." She said with an angry snarl. She looked down below her mountain top castle, she took this place ages ago from some foolish Diamond Dog to obsessed with Gems than his own life, catacombs ran to the bottom of the mountain to the top, now used as residents for her subjects. "Not even magic brought it down you say?"

"Yes, it was too fast, and too heavily armored. One of our soldiers collided with its wings only to be ripped apart by it." Chrysalis in a sigh of annoyance looked at her General.

"We need to reassemble our forces, once we have enough siege weapons we attack Griffonstone."

"My queen we will need to breed another force large enough to attack the Griffon Capitol."

"Then get to it. Increase the production of weapons and Liquid Love, assign every 7,000 eggs to Military service, another 2,000 to Factory work and mining. When they hatch get them to work." The General salutes the Queen and leaves her chambers. Where she was left to her thoughts, to ponder on what she could use next. "The Gems mined from the mountain have benefited us with staves and weapons, but what am I to do next.....what to do..." Her thoughts came to the metal bird her general Described, how it shot fire and metal tubes that exploded when hitting something, she needs to see this Bird for herself.

******

Twilight woke up from her nap, the sound of the trains horn startled her. Other Guards slept in her car, some were wounded. "Your Finally awake." Ademar said, he sat beside her, drawing designs for cannons.

"How long have I been asleep?"

"Almost a Day. We will be in Ponyville in an hour."

"How many died Ademar?" She looked at him.

"The Chrystal Empire lost 711, Griffonia Lost 503, Yakyakystan 678, and Equestria lost 521. The Diamond Dog Mercenaries arrived shortly after. 31 were from Ponyville." Twilight covered her face with her hooves trying to hide her sorrow. "Come Twilight, we may have suffered losses, but we won the battle and drove the changelings back."

"For how long?" She asked. "I hope what your making will help us.."

"Against their Infantry it will. But it will require a large amount of Bronze, and a rather large mold." He shows her. "This is a 12-Pound Cannon. The entire Cannon is made of Bronze, moved by Wooden Wheels. The shells that would be effective would be Grapeshot and Solid. Grapeshot fires several fist sized or smaller lead or Iron balls at Enemy troops, solid is used for Fortifications."

"Well this does look a little Complicated. I will see what Braeburn can do, if he hasn't gone home yet."

"If he did we can hire a Smith. Isn't there a Diamond Dog tribe nearby?"

"Yes, they captured Rarity one year and we had to go get her. They have been peaceful since then."

"Maybe they can provide us with the Metals we need. And a Smith."

"Good idea, I will send them a message when we return." A scroll appears in front of her, on it is the seal of the Royal Foundry in Canterlot. "Its from our friend Ebonheart, he says the Rifle design we sent him worked, several have been made and sent to my Castle in Ponyville."

"How many?"

"At least 400 with more on the assembly line."

"Hmm, that's enough for at least a Battalion of Soldiers. Around 300 to 800 soldiers. I need you to send another letter to the Canterlot Military academy, we need 350 Recruits with completed Combat training and send them to your castle." He began to pack up his personal gear into his bag.

"On it." Twilight Quickly wrote the two letters. One to the Diamond Dogs, another to Canterlot. In a small flash they are gone. "Oh and Ebonheart sent the Supplies I requested for the Zeppelin. I should have it done in a month or so."

"Good, we have much to do Twilight, lets begin immediately when we get home."

Twilight smiled as she lied back down, Ademar leaned back and tried to get some sleep.

Author's Note

I though adding another sub-species would be interesting. If people don't know a Hippogriff is a Hybrid. The Father is a Griffon while the mother is a Mare. Like Silver Quill on Youtube. In this they are Citizens of Either Griffonia or Equestria. Enjoy and please report any Errors.

12-Pound Cannon and Shot. Grape and Round.