Alright everyone, I'm going to start on the Resistance parts of the story. So...here's hoping I nail it and that my research into the various resistance groups during WW2 pays off. Now then, onto the disclaimer.

DISCLAIMER: I DO NOT OWN ANYTHING OR ANYONE IN THE SPYRO UNIVERSE. ONLY MY OCS.

Chapter 38: A Race Against Time

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George gazed uneasily at the ammunition arrayed before him and he sighed. Amber came up and set some more on the table. Nearby, Caldor lay on a mat with one eye cracked open, regarding George with a thoughtful gaze. Thanks to the efforts of the doctor, he had healed up nicely but was still a little sore. Then, as Miles came in with some more, George sat back in the chair.

"So, if we add in what we were able to scavenge yesterday and today, that means we have roughly one hundred and sixty bullets to divide amongst ourselves. Now then, Caldor, you said that the prisoners were being held in the ruins of the Tower?" Caldor nodded.

"Yeah. With the lack of facilities to restrain POWs, they had to put them somewhere. Plus, I overheard one of the guards bragging about one of the prisoners being really important." George looked to him.

"Did you hear a name?" Caldor thought for a moment and then nodded.

"Yeah, it sounded kinda odd...Za..Zare? No...Zafe? No...Za...Zafra? Yeah, that's it! Zafra!" George paled as he mentioned that name and then turned to Amber and Miles.

"Get the ammunition divided and make sure everyone's ready." Amber looked at George oddly as well as Caldor.

"Um...George? What's wrong?" George turned to Caldor and sighed.

"Zafra is Ignitus and Thera's oldest daughter and my niece. If the enemy know who she is there's a chance they'll use her as a hostage for demands."

Needless to say THAT got Caldor's attention and he sighed and lay his head back down.

"Damn...now I'm getting entangled with matters of the royal family..." George heard him and shook his head.

"Caldor...I'm not going to pretend I don't know what's going through your mind but listen. You are you, and right now, I need everyone's help to prevent what will essentially be a nightmare for my family and for the nation. I was only a child when what occured between your father and my sister and brother in law and as far as I'm concerned it was in the past, there's no need for you to compare now to then." Caldor sighed and then nodded.

"Sorry, it's just...I always was afraid growing up that I would be on the receiving end of some sort of retribution...I...I just wanted to live out my life under the radar, not getting in anyone's way, not having anything to do with the de Launces family, just..." George nodded understandingly.

"Just living your life as anonimously as possible, right?" Caldor nodded again. George then thought of something.

"Well there is an old saying that may apply to you: 'Some are born to greatness whilst others have greatness thrust upon them'." Caldor chuckled.

"Well I highly doubt anything about me is great. Though why I'd have greatness thrust upon me is a mystery unto itself." George chuckled.

"Maybe it's just someone up there saying that the time for you to be in the shadows is over. It's time for you to come into the light." Caldor looked George dead in the eyes as if trying to read his emotions before sighing and then looking away.

"Well, whoever it is, they had a damn lousy sense of timing..." George nodded.

"That's usually the case. Now then, are you in or out?" Caldor rose, stretched his wings, back, legs, and neck, making each and every joint crack and pop as he worked the knots out of his body and smiled a toothy smile that, quite honestly, George had never seen him do before.

"I'm in. Besides, with the limited ammunition you have, you'll need a heavy hitter." George nodded and at just that moment, Lee, one of the snipers, came in soaking wet and shaking like a wet dog trying to dry itself.

"Hoss, you ain't going to believe this, but a storm just blew in out of nowhere. It's rainin' cats and dogs out there and I could barely see three feet in front of me." Amber turned to him, worried.

"Any lightning? Hail? High winds?" Lee answered in the negative.

"Nope, nothing but heavy rain." George turned to Caldor, a smile on his face.

"Well Caldor, are you afraid of getting wet?" Caldor immediately caught on to the idea and smiled.

"Not at all. It's lightning I can't stand but if it's just rain, well, I haven't had a good washdown since before the attack...and no that crash landing in the canal doesn't count." George nodded and turned to Amber.

"Let's outfit everyone with rain gear and get moving. With this heavy rain, they'll likely suspend all air patrols which means no risk of airships coming to see what the commotion is about." Amber nodded while Lee then looked about.

"Well, still, that doesn't mean it'll be a walk in the park. We don't have any fully automatic weapons. Only captured pistols and carbines. The Tower may be in ruins but it's still a fortification and will be highly defended." George then nodded.

"Well then, with the Tower in ruins, the rubble will offer us cover as we approach. Plus, if we take our time and eliminate the guards one at a time without any alarms being raised, we shouldn't need automatic weapons. Still, we should have time on our side right?" At that moment, Grant came in, shaking his head.

"Afraid not boss. Either the Rotarians know who they got prisoner or they got a very good guess, they've booted the report all the way to Shadowfell. Mechanos is ordering a high speed helium airship to pick up the prisoners and transport them to Shadowfell immediately. The airship just checked in and it was just passing the border now." George looked at Grant with an curious expression.

"Just how the hell do we have access to Rotarian radio frequencies and they not know it?" Grant chuckled.

"You honestly think all I am is a good marksman boss? I was a radio cryptologist, I know my way around a radio. The Rotarians think their frequencies are indecypherable, yet I just cracked their radio codes wide open. Either they just don't give a shit about their security, or their radio officers are as dumb as a wagon load of bricks and about half as sharp." George nodded and then looked back at Amber.

"Alright, look's like we need to speed things up a bit...Caldor, think you can harass the airship if not bring it down?" Caldor chuckled.

"That depends." George raised an eyebrow.

"On what?" Caldor grinned.

"On how many pieces you'd like the airship to be in when it lands." George groaned at the bad joke while everyone else laughed that he'd fallen for it so easily. He recovered quickly and then nodded.

"As long as it's not in one piece and can't be recovered by the enemy, I'm happy." Caldor nodded then rose and left to intercept the airship. George turned back to Amber and Miles.

"Ready our group, we're taking the Tower."

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(one hour later)

Caldor soared over the outer wall, taking notice of the slap-dash stabilizing efforts to prevent more of the fort from collapsing. There were also metal frames for anti-air guns, cannons, and various other weapons being welded onto platforms to serve as defences since most of the Syllian weapons hadn't survived the battle. His keen eyesight also spotted several spotlights that the soldiers were trying to get started but, much to the chagrin of their leaders, the Tower had yet to be restored to the power grid, leaving all their elecrical equipment, literally, in the dark.

(Well that's one thing that George and the others don't need to worry over...)

In the distance, Caldor heard a low rumbling noise in the wind and then sighed.

"So much for no lightning..." He then gazed as a bolt pierced the sky and saw a long oblong shape come through the clouds. He saw the Rotarian crest on the hull of the airship and grinned.

"Oh good, something to rip apart."

If he was an accurate judge of speed and distance, he had roughly thirty minutes to bring down the airship. With any luck, he could disable the radio mast that was mounted to the cabin, and the crash of the airship would draw away some of the guards on the Tower.

(Better make it count then. One rule for a distraction, make it big, make it flashy, and make it last. Hmm...the lightning might just be the perfect cover...)

Caldor climbed higher, above the low hanging clouds, above the airship that was slowly but steadily approaching the wall. Then, gathering his strength, he took aim at the radio antenna that protruded from the port side of the command cabin and unleashed a burst of light, powerful enough to be mistaken for a bolt of lightning. The beam struck the antenna at the mounting to the cabin, the explosion was powerful enough to be mistaken for thunder by anyone on the ground.

Caldor wished so much that he could see the looks on the Rotarian crew's faces as the radio mast broke from the mounting and fell away. Deciding to keep up the momentum, he fired another beam, this one sailed towards the tail section, obliterating the control gears linking the rudder and the cabin. He vaguely heard the sound of cables and chains snapping as the altitude and directional controls failed. He then lined up what he intended to be the last shot and planted it dead center of the airship.

To his honest amazement, the stressed skin of the airship flared brightly as it caught fire and then an explosion ripped upwards through the airship, splitting several of the ribs inside the gas chambers open and blasting a huge swath of the burning canvas skin sky high like a flare. He hid in the clouds and wondered what the hell happened. The sound of machinegun rounds going off then made it clear to him.

He had blasted a hole straight through a cargo hold carrying nothing but ammunition for the troops on the wall!

Rounds going off pierced numerous gas envelopes and the fire on the canvas spread to other sections, burning and weakening guide and support wires which popped and ripped free from moorings as the joints failed. To his amazement, the airship actually started sagging in the middle as the frame structure and skeleton. Then, the flames reached the area that, unknown to Caldor, was the fuel tanks for the engines pushing the airship forward as well as a compartment that carried an experimental weapon. An incindiary explosive comprised of aluminum powder and iron oxide: Thermite.

The tail section exploded and broke free of the bow as the thermite and fuel compartments caught, vaporizing the skin around the section, melting the solid steel 'keel' that held the ribs and frame together, as well as sending a flashfire through the hull of the derrigible, killing those near the envelope. The explosive force ripped more of the ribs and support cables apart sending metal debris in all directions as the stern fell, no longer lifted by helium. Though helium isn't flammable, it is still held in flammable envelopes. As each envelope failed, the rush of helium blew the flames outward and caused more of the burning skin to be blown free.

A siren from the wall and a trail of headlights racing towards the airship as the bow section crashed just off the main road heralded the confirmation that his plan had worked. Caldor smiled a weary smile as he felt the exertion of firing such powerful light attacks

(Alright Resistance, now it's all up to you.)

His mana exhausted, Caldor didn't return to the safehouse but rather flew a holding pattern above the Tower, watching as the enemy satisfyingly vacated the Tower in a vain hope of finding survivors and then, through the grey palor that cloaked the land, he saw ten shadows creep through the tall grass towards the stairs that led up to the wall.

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The explosion of the airship made George look up involuntarily. The sight of such a large derrigible burning and falling from the sky was something that you just didn't see everyday. Despite himself, George said a quick prayer for the unfortunate souls on board the burning airship. He had once heard his father speak about the things he had witnessed in war and also had heard that fire dragons, above all other dragons, were taught that when they used their fire breath, to end the suffering as quickly as possible.

Few things in George's mind was more frightening than burning alive.

Though the rain was coming down heavily, it would do nothing for the flames. The raincoats worked but George, and the others with him, still got soaked.

As they climbed the steps to the Tower, George found that most of the enemy had abandoned the Tower to rush to aid the airship that had just crash landed outside the city. Those that were left, shared his sentiments on the matter exactly. He heard two of them talking as he neared a corner.

"Did you see that?! The-The Grafton, she just..."

"Yeah. Hard to not watch but at the same time I wish I could look away."

"Think we should get down there? I mean...the prisoners aren't going anywhere."

"No way. Trust me kid, you haven't been in combat long enough to experience much. Me? I was there during the sieges on Ursa, Retorinc, and then Chamberlain. I've seen people burn alive and I am in no mood to relive that particular horror. Smelling that smell, men burning alive, made me think of my wife's roast chicken. Put me off of it. I can barely look at a roast chicken anymore."

"Okay I did not need to hear that." The older guard laughed.

"Be glad you got guard duty during an occupation. Nothing happens on guard duty."

"Except an airship being struck down by lightning."

George eased to the corner and saw the guards were away from the cells and watching the search and rescue crews trying to put out fires and dig through white hit metal wreckage. He then felt Miles tap his shoulder and he advanced forward, at the same time drawing the broad combat knife from his coat pocket and creeping up behind the younger soldier. Miles on the other hand drew a wicked looking knife that had a ten inch double-edged blade, a steel spike pommel, and a hand guard that looked like brass knuckles.

At an invisible signal, George came forward and cupped his hand over the young man's mouth and jabbed the knife in between his ribs at the same time Miles did the same thing to the older soldier. The young soldier wheezed and gasped as his lungs collapsed and he gazed right, hoping that the older soldier had somehow dodged the proverbial bullet.

The light from the young man's eyes faded as he saw Miles slit the older soldier's throat and ease his body to the ground. George saw a tear in the young man's eyes and he eased forward.

"I'm sorry. But you are our enemy, and in war, people die." George stabbed the knife into the base of the young soldier's skull, finishing him off quickly. George eyed his right and saw that Miles had likewise finished off the older soldier and then checked him for keys. Finding them, he then turned and unlocked the cell that the men had been in front of. The men and women inside were glad to see them.

"Listen up, I'm Edgar Miles, this here is Nicholas Moore, we're with the Resistance and are here to free you all. Now then, those of you who are in good condition, help carry the wounded to the transports that we have liberated. Are there any other cells? Any prisoners they seperated?" One of the men came up.

"Yes sir, the enemy, they seperated a few of the higher ranking of our group as well as a young woman. They seemed to be excited about her for some reason." George nodded.

"What's your name?"

"Lance Corporal Kevin Vance, sir. Syllian Dragoons." George nodded.

"Ground crew?" Vance nodded.

"Good, we have a dragon on our side who could use an experienced partner." Vance beamed happily and then nodded.

"Understood sir!" George then looked to the side.

"The enemy took them down there?" Vance nodded.

"They were going to await an airship to take them to Shadowfell. I would assume that their ride was that explosion we were just treated to?" George nodded, and then he Miles, Amber, and Lee went down the stairs near the cell towards the locked rooms.

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The explosion had been loud enough to knock the soldier above her off his cot. The next thing she was aware of was that their guards were frantic. Some left with a man who appeared to be a much higher ranking officer, other kept near the cells, expressions of worry and fear on their faces. Two men spoke in hushed whispers that no normal human could hear.

Thankfully, Zafra was no normal human.

"I can't believe it. How the hell does a helium-filled zeppelin just explode like that?"

"How do you think? It's no secret that we're running low on ammunition. We used too much of it taking the damn city. Now we've been left with only a few light tanks and captured Syllian wrecks to patrol the city. The airship was supposed to be carrying ammunition as well as new types of demolition charges so that we can blast our way into whatever the hell the higher ups wanted to get at under the Industrial Sector. All they need is confirmation from one of these guys who was supposed to be the military commander of the city guard in that part of the city."

"And how the hell do you know that?"

"Heh, not my fault that the Colonel can't hold his liquor or that I just happened to be in the lou when he came in puking his guts out and reviewing operational orders to try and calm himself." Zafra's eyes narrowed as she began thinking.

(The Industrial Sector? What in the world could the Rotarians possibly want there?)

She heard the soldier on the floor groan and helped him to his feet. She then started whispering.

"Hey, what was your assignment?" The soldier looked to her as if she was crazy.

"That's classified, ma'am. Just who the heck are you anyway? You're not a soldier."

"You're right, I'm not. However, I AM the granddaughter of James de Launces." The soldier eyed her crossly.

"Yeah, right. If you're the granddaughter of His Majesty, I'm Prime Minister Statton."

At that moment, there was a loud crash, causing the guards to jump and draw their weapons. Then gunshots rang out and the guards dropped to the floor, each with two holes in their chests. As the soldier turned and ran to the bars, he she heard voices closing.

"Dammit! I didn't expect the door to do that."

"Well Miles, the Tower did suffer a direct hit from an artillery shell. It's natural that some of the doors would be misalligned."

"Yeah but you just don't expect a solid metal door to fall flat at the slightest touch. You'd think because a door would be made of metal that it would be just a little bit sturdier."

"Enough! Probably whoever's left in the fortress heard those gunshots and figured out that it wasn't thunder! Find those POWs and get them out of here, NOW! Lee, you and Miles cover us, Amber, come with me, let's get these cell doors open!"

Zafra saw a man and a woman approaching. The seven prisoners in the cell opposite them and the three others in the cell with her got up and came to the door. The young man came forward and started unlocking her cell.

"Name's Nicholas Moore, I'm a leader in the Resistance. We're here to get the lot of you out." The man she had talked to came forward.

"Thank God. Now then, sir, if you can, arrest that woman there, she claims that she is the granddaughter of the King." George frowned and then looked to her before his eyes softened and he breathed a sign of relief.

"Lady Zafra. Glad to see you are alright." The soldier gaped in anger.

"That's preposterous. Lady Zafra is graceful, elegant, not at all like the foul-mouthed, ungrateful-" George frowned and came forward.

"Well then, sir, we recieved intel that Lady Zafra had been captured and was going to be transferred to Shadowfell...along with the rest of you. She's the reason we accelerated our time table and had one of our members risk exposing himself to destroy the airship." The officer coughed to hide his embarrassment but then Zafra came forward.

"It is nice to meet you...Nicholas." George noticed the catch and nodded.

"I'd like to talk to you all more but for the moment we are pressed for time and I, for one, am in no mood to see the looks on the Rotarian's faces when they realize that we have captured their high value prisoners right out from under their noses. Can all of you walk?" He was relieved when they all nodded and then he turned and looked to the others.

"Alright, Miles, Lee, take up rear positions. Amber, and I will take point. Make sure your weapons are loaded. Just on the off chance we have to fight our way out of here."

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Thankfully the group didn't run into anyone on the way back and once outside, saw the rest of the Resistance in a truck they had captured and had loaded the other POWs in. There were also three armed escort vehicles armed with machineguns. George leapt in the cab of one of the vehicles and then turned to see Zafra get in behind him along with Amber.

"Amber, you know how to drive?" She shook her head.

"Alright then, man the gun, I'll drive. Zafra, take the seat next to me." Zafra obliged and swapped seats with Amber who then readied the machineguns to defend the convoy. A moment later, George and the other lead vehicle were away with the truck following and the last car bringing up the rear. Once they were on the road, Zafra looked to him.

"Is she safe to talk in front of?" George nodded.

"She saved my life. She knows who I am. You can say anything in front of her." Zafra nodded.

"Moments before your spectacular entrance, the guards got to talking about the airship that was destroyed, thanks for that by the way. They got to talking and said that the airship was transporting equipment for them. Ammunition, weapons, explosives, including a new type that was to be used to access something in the Industrial Sector. All they needed is confirmation from one of the officers with me." George nodded.

"Any idea who?" She nodded.

"Yeah, the officer who said I wasn't who I said I was. He'd had his rank and insignia removed but from his bearing I could tell he had to at least be a Colonel if not a Brigadier General." George nodded.

"When we get back to base, I'll give the group a full debrief and try to find a way to get you all out of the city." Zafra shook her head.

"All due respect Uncle, the hell you will. I watched the Rotarians execute the people I had been tending along with a nurse. They dragged the nurse away to another internment camp but an officer in black and red recognized me and had me brought to the Tower." George looked at her.

"Red and black? That doesn't sound like regular army." Zafra shook his head.

"No, he wasn't. All I know is that the regular rank and file soldiers, even their officers, were scared to death of him."

"Any unit markings? Identifiable insignias?" Zafra thought for a moment then nodded.

"Yeah, there was a small pin on his lapel. A red and gold diamond, with the number twenty-three emblazoned on it. He also had an interesting looking dagger on his belt that looked normal except for a four-pointed star with an X in the center. Mean anything?" George shook his head.

"That's a problem for the eggheads back at Intel. We know next to nothing about the Rotarian military other than their standard uniforms, weapons, tactics, and patterns. A whole new seperate branch is the absolute last thing we need."

Before Zafra could reply, a beam of light shot down from the clouds and impacted an area just off the road. George looked over and saw the wreckage of a vehicle flying through the air. The light also illuminated the four enemy trucks that had been running on the road alongside them.

"Contact left!" As soon as he yelled that, the tops of the cabs opened up revealing soldiers manning machineguns. Another beam of light impacted the rearmost enemy vehicle, destroying it and again illuminating the enemy convoy.

The enemy soldiers wore black and red uniforms with large diamond-shaped patches with the number '23' sewn onto them. Under the patch were three words"

'Occupation Assault Corps'

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Okay, so. George has now liberated the first POWs, Caldor has brought down an airship, and now the appearance of the OAC. Things just keep getting better and better don't they?

And what's the secret under the Industrial District?

Find out soon!

Next Chapter: Road Rage