A/N: I don't anything save for the OCs. Note this is the Strike Witches Version of the Battle of Midway. The Neuroi ships, well some of them belong to Colonel AmiruddinArifSulaiman, same with some of the magic abilities.

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Important Information; without this information you will have a hard time understanding the story.

Expect the Torpedo Bombers, particularly the Liberions to suffer heavily. With the complete and utter destruction of one Torpedo Bomber Squadron VT-8, with VT-3 and VT-6 both taking very heavy losses.

As for the planes that the Neuroi will be using will be an amalgamation of planes that are Russian, Swedish, and British.

Fighters: Lavochkin La-11Ns (fictional carrier based Version of the La-11)

Torpedo Bombers/Level Bombers: Fairey Spearfish

Dive Bombers: Saab 17C

Heavy Bomber: Myasishchev M-4

The two nations taking part in fighting against the Neuroi are going to be the United States of Liberion and the Empire of Fuso. Also note that the Striker Units while good for the Fusoans the Liberions are well crap.

The Fusoan Striker Units are going to be as follows: A6M2 Type 0 Model 32s, B5N2 "Kate", D3A1 "Val", Ki-43-I Mark 1C "Oscar", Ki-44-I "Tojo", G4M1 "Betty", H6K "Mavis", and two experimental D4Y-1C Striker Units.

The Liberion Striker Units are going to be as follows: SBD-2 and SBD-3 Dauntless Dive Bomber, TBD Devastator, PBY Catalina, TBF-1 Avenger Torpedo Bomber, B-17E Flying Fortress Heavy Bomber, SB2U-3 Vindicator Dive Bomber, F2A3 Buffalo, F4F-3A Wildcats, F4F-4 Wildcats, and B-26 Marauder Medium Bomber.

The Liberions have following ships:

Three Aircraft Carriers

Seven Heavy Cruisers

One Light Cruiser

Fifteen Destroyers

Sixteen Submarines

The Fusoans have the following ships:

Four Aircraft Carriers

Two Battleships

Two Heavy Cruisers

One Light Cruiser

Twelve Submarines

Sixteen Float Planes (not used)

For Aircraft the Allies will have combined:

481 Carrier Based Aircraft; 233 are Liberion Aircraft and 248 are Fusoan Aircraft

168 Land Based Aircraft; 127 are Liberion Aircraft and 41 are Fusoan Aircraft

For Witches, the numbers are pretty high:

The Fusoans have 184 Carrier Based Witches and 23 Ground Based Witches

The Liberions have 142 Carrier Based Witches and 74 Ground Based Witches

The Fusoan Aircraft Carriers are carrying the following:

IFN Akagi:

24 A6M Zero Fighters

18 D3A1 "Val" Dive Bombers

18 B5N2 "Kate" Torpedo Planes

18 Fighter Witches

12 Dive Bomber Witches

16 Torpedo Bomber Witches

IFN Kaga:

27 A6M Zero Fighters

20 D3A1 "Val" Dive Bombers

27 B5N2 "Kate" Torpedo Planes

20 Fighter Witches

12 Dive Bomber Witches

16 Torpedo Bomber Witches

IFN Hiryu:

21 A6M Zero Fighters

18 D3A1 "Val" Dive Bombers

18 B5N2 "Kate" Torpedo Planes

18 Fighter Witches

12 Dive Bomber Witches

16 Torpedo Bomber Witches

IFN Soryu:

21 A6M Zero Fighters

16 D3A1 "Val" Dive Bombers

18 B5N2 "Kate" Torpedo Planes

2 D4Y-1C "Judy" pre-production dive bombers

18 Fighter Witches

12 Dive Bomber Witches

14 Torpedo Bomber Witches

2 witches flying D4Y-1C Strikers

The Liberion Aircraft Carriers are carrying the following:

USS Yorktown CV-5

25 F4F-4 Wildcat Fighters

37 SBD-3 Dive Bombers

15 TBD-1 Devastators

15 Fighter Witches

22 Dive Bomber Witches

10 Torpedo Bomber Witches

USS Enterprise CV-6

27 F4F-4 Wildcat Fighters

37 SBD-3 Dive Bombers

14 TBD-1 Torpedo Bombers

16 Fighter Witches

20 Dive Bomber Witches

10 Torpedo Bomber Witches

USS Hornet CV-8

27 F4F-4 Wildcat Fighters

35 SBD-3 Dive Bombers

15 TBD-1 Torpedo Bombers

15 Fighter Witches

24 Dive Bomber Witches

10 Torpedo Bomber Witches

Land-Based Aircraft Stationed at Midway Island:

United States Navy

31 PBY-5 Catalina Seaplanes

6 TBF-1 Avenger Torpedo Bombers

14 PBY-5 Catalina Witches

3 TBF-1 Avenger Torpedo Bomber Witches

United States Army Air Forces (wasn't called the United States Air Force until '47)

4 B-26 Marauders

17 B-17 Flying Fortresses

2 B-26 Marauder Witches

6 B-17 Flying Fortress Witches

United States Marine Corps

27 SBD-2 Dive Bombers

17 SB2U-3 Vindicator Dive Bombers

21 Brewster Buffalos F2A-3s (Called the Flying Coffin by USMC pilots)

7 F4F-3A Wildcat Fighters

1 Light Utility Aircraft

25 SBD-2 Dive Bomber Witches

14 SB2U Vindicator Dive Bomber Witches

18 F2A-3 Brewster Buffalo Fighter Witches

4 F4F-3A Wildcat Fighter Witches (The Wildcat was still a pretty new fighter at the time)

Imperial Fusoan Army

6 G4M1 "Betty" Medium Bombers

25 Ki-43-I Mark 1C "Oscar" Fighters

6 Ki-44-I Hei "Tojo" Fighters

15 Ki-43-I Mark 1C "Oscar" Fighter Witches

2 Ki-44-I Hei "Tojo" Fighter Witches

4 G4M1 "Betty" Bomber Witches

Imperial Fusoan Navy

10 H6K "Mavis" Flying Boats

4 H6K "Mavis" Flying Boat Witches

Midway Atoll is composed of two decent sized islands so I really couldn't squeeze that many extra planes, in fact just so the Liberions and Fusoans aren't so crowded the Fusoans are using all of Eastern Island, which is the smaller of the two Islands at 366 Acres compared to Sand Island which 1117 Acres.

Now it's time for the 800lb Gorilla to enter the arena. The Neuroi are going to be fielding quite the force or really two forces, composed of the following composition of ships; note original ones will have the ship they are based on in parentheses. The first force listed is the Carrier Group:

Four Storm Cloud-class Super Carriers; Aircraft Complement: 110 each

Two Terminator-class Fleet Carriers (Kuznetsov-class Heavy Aircraft Carrying Cruiser); Aircraft Complement: 85 each

Three Ravager-class Fast Battleships (Alsace-class Battleship)

Two Warlock-class Battlecruisers (Stalingrad-class Battlecruiser)

Four Exterminator-class Heavy Cruisers

Two Hawkeye-class Heavy Cruisers (P-class Heavy Cruiser)

One Wraith-class Light Cruiser (M-class Light Cruiser)

Ten Silent-class Destroyers

Eight Hunter-class Destroyers (Udaloy-II-class ASW Destroyer)

The second force is an Invasion Fleet for Midway Island once the enemy Aircraft Carriers have been destroyed and the runways at Midway have been put out of commission:

One Hell-class Super Battleship

Three Ravager-class Fast Battleships

Three Warlock-class Battlecruisers

Two Grunt-class Light Carriers (II-class Aircraft Carrier); Aircraft Complement: 23 each

Eight Slayer-class Heavy Cruisers (Canarias-class Heavy Cruiser)

Six Wraith-class Light Cruisers

Twelve Silent-class Destroyers

Eight Hunter-class Destroyers

Four Savage-class Amphibious Transport Docks (Type 071 Amphibious Transport Dock)

Approximately 35 Support Ships

The amount of aircraft the Neuroi are going to be fielding is awe-inspiring; with 610 Carrier Based Aircraft, nearly 20 Scout Planes based on various ships, and based out of Neuroi held Wake Island 35 M-4 Heavy Bombers. All told the Neuroi were fielding 665 Aircraft.

I am going to try to get this story as close to historically accurate as humanly possible. Yet I am only human so expect some mistakes. However let's get this show on the road.