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Sometime in 1943, the Allies launch an attack against the Neuroi in Europe. Initially, the attack goes well but when a large flying type Neuroi appears over the battlefield, it decimates all the Allies armor and infantry before moving on to destroy the supporting Allied fleet. The Neuroi was then later destroyed by the 501st witches.

In 1945 over Belgica's airpsace, Heidemarie W. Schnaufer is finishing her night patrol, happy the night went smoothly. While being contacted from St. Trond's base by Minna to see how she's doing, the connection suddenly becomes unstable and she can no longer hear Minna's words. Immediately following, Heidemarie realizes a Neuroi is nearby and prepares to fight it, wondering how she didn't notice until it was directly beneath her. The moment she locks on and is ready to fire, the Neuroi undergoes a change in form and dips back into the clouds. Then it reappears behind her and outmaneuvers her attempt to get behind it, but after an intense fight, she finally manages to get it to fly straight up, then exposes the core as she descends. It fires off two final beams but misses, and the Night Witch destroys it immediately. Minna finally reestablishes contact and upon hearing of the fight, orders Heidemarie to return to base and give her a full report.

Back in Yokosuka in the Fuso Empire, Micchan is in the forest looking for her best friend, and suddenly runs into a bear which Yoshika is riding on the back of. Much to her surprise, Yoshika tells her to get on the back of the bear, which they ride back to his mother. After learning this was the bear cub Yoshika saved earlier in spring, and Yoshika confessing because of the war her medical studies are really not turning out well, they hear a puppy barking for help in the river, stranded on a rock in the middle. Yoshika bravely leaps across more rocks to get to the puppy, but loses her footing when she tries to get back to the other side and falls in. She tries to swim to safety, but ends up falling off a waterfall. A witch suddenly descends from the sky, catches Yoshika, and takes her and the puppy back to safety. As soon as the witch realizes the girl she just saved is Yoshika, she suddenly becomes very excited and introduces herself as Hattori Shizuka, declares how much she idolizes Yoshika (thanks to stories told to her by Mio), and explains that she, in fact, was looking for Yoshika to bring her to Europe to study as a doctor.? Back at Yoshika's home, Shizuka explains that the Helvetian Medical School wanted to invite Yoshika as soon as they heard she was studying medicine. As it is regarded as one of the best medical schools, Yoshika decides to go after all, promising she will become the best doctor she can be.

The next day, Yoshika and Shizuka board the carrier Amagi, and as they depart, Yoshika exchanges best wishes with her family and Micchan. On the very same day in Venezia, Shirley and Lucchini are rowing a boat through a canal in Venezia, admiring how the reconstruction efforts are going, though Lucchini comments that they ought to fix the bell tower quickly as it is a town symbol. Lucchini then spots a regata and as soon as she tells Shirley it's a speed race, the Liberion Witch takes interest. While three of the local Romagnan Witches are in another boat, with Martina Crespi and Fernandia Malvezzi savoring victory proclaiming their partner, Luciana Mazzei, is the fastest, Shirley suddenly boldly declares herself to be the fastest as she catches up with little effort. Shirley challenges the three to a race, which Martina and Fernandia accept (much to Luciana's chagrin). At first, the Romagnan Witches seem to have the upper hand, but Shirley soon picks up the pace, and Fernandia forces Luciana to use her magic. A very angry Shirley immediately responds by activating her own and vastly outdistances them, reaching the goal in seconds but Lucchini's bragging is cut short when Shirley finds she can't stop, leaving the two unable to stop themselves from crashing into another boat and being sent flying high into the air.

As Fernandia heals a massive bump Lucchini received during the accident, the five make comments about how Yoshika could heal it much faster, with laments about how she lost her magic. Shirley in particular wonders how Yoshika is doing with concern, but no sooner has Lucchini been healed than the alarm sounds, signaling a Neuroi is on the move. Shirley, thankfully, had prepared her and Lucchini's Strikers in case such a thing happened, and the two take to the skies, though they realize they cannot use their radios. The Neuroi, which has the same shape as the one Heidemarie battled, engages them as they try to keep it away from the city, but just when Lucchini thinks she has a sure kill, the Neuroi teleports and transforms, racing headlong back at the city. Martina, Luciana and Fernandia come up with a plan to use their shield while Shirley races by to force the Neuroi up into the air, giving Lucchini an opening to kill it with impunity. The members of the 504th celebrate, but Lucchini and Shirley are left confused and worried from the sudden appearance of the Neuroi.

Back on board the Amagi, Shizuka is looking through a photo album detailing some of Yoshika's achievements and a picture she took of herself and Yoshika, thinking about how lucky she was to accompany her idol to Europe. At that moment, Yoshika reenters, making Shizuka have to put away the album quickly. When Yoshika finds out Shizuka's age, she is surprised because the latter was acting much more mature than her. She asks Shizuka to stop referring to her as "Pilot Officer Miyafuji," explaining that Mio told her once they are both in the navy, they don't need to worry so much about rank. Struggling for whatever reason to refer to her as "Miyafuji-san," Shizuka gets very surprised about how much-or rather how little-Yoshika is taking on the trip and reminds her that she is studying as a Pilot Officer, and needs to dress accordingly (which, humorously, Yoshika never did on-screen). The next day, Shizuka finds Yoshika helped the crew cook and clean the deck. Shizuka states to Yoshika that these behaviors do not befit Yoshika's rank. While Shizuka is explaining this, Yoshika notes this is how Erica feels when Gertrud is lecturing her.

Near Cape Town, the carrier strikes an iceberg and a fire starts near the ammunition storage. With the automatic extinguishers malfunctioning and the fire spreading, Chief Warrant Officer Yuuki who is trapped in the damage area, orders the compartment he is in to be flooded. Yoshika disobeys orders and rushed in and with Yuuki manages to restore the extinguishers. The Amagi reaches the Pas-de-Calais and Perrine and Lynette arrive to greet Yoshika and Shizuka. The four witches proceed to go to Perrine's estate where they stay for the night. While staying Perrine explains to Shizuka on how Yoshika had made an impact on the 501st. The next day, Yoshika and Shizuka set off for Dijon, before they leave Lynette give Yoshika a white robe as a present.

In Orussia, Eila and Sanya say goodbye to Sasha and Nippa as the two former 501st witches take off. However, as the two witches fly, they encounter a Neuroi in the fog. Back in Gallia, Yohsika and Shizuka are approached by a villager who requests assistance as his village was the victim of landslide. Despite Shizuka's protests that the village is near the border and was to be avoided for fear of the Neuroi, Yoshika convinces her they need to help and the two spend the rest of the day providing aid for wounded villagers. The two stay in the village though Shizuka notes that she cannot contact anyone over the radio.

At St. Trond in Belgica, Minna receives a call for Shirley reporting the Neuroi over Venezia. Along with Heidemarie, they plot out all the Neuroi engaged recently and notice that they are too far from any of the hives and that something is amiss. Minna orders Gertrud and Erica to patrol the border to check and engaged several Neuroi and witness a tower-shaped Neuroi cross the Rhine River. The two witches race back to report their findings as the radios are jammed. While retreating, the two witches encounter another Neuroi but are out of magic and weapons though Erica still managed to destroy it with her Strum ability until Minna arrives to check on them.

The Neuori are then seem attacking the village Yoshika and Shizuka and help with getting the villagers to safety. In the process, Shizuka is shot down as another tower Neuroi appears. All along the Gallian front, the Neuroi rise from the ground and launch a massive attack that catches the Allies off guard as various soldiers and witches are seen trying to hold the line. Meanwhile, Yohsika takes on a tower Neuroi and manages to take it out though is severely wounded in the process. The Neuroi then reveal a massive Neuroi carrier and Shizuka takes off in order to get clear of the jamming to call for assistance as the 501st witches converge in and responding. Hearing her comrades calling her, Yoshika manages to regain her magic. The 501st along with Mio who brought along the battleship Yamato modified with floaters so it can transit the Rhine. The force begins engaging the Neuroi as Mio delivers Yoshika a Shinden Striker Unit so she can join the fight. The 501st and with the Yamato engage the Neuroi carrier and succeed in destroying it. Heidemaire reports that more Neuroi may have appeared on the Karlsland border and Minna announces that the 501st is being reformed as everyone flies off into the horizon.

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Tiger I and M4 Sherman -- Tiger I is the common name of a German heavy tank developed in 1942 and used in World War II. The final official German designation was Panzerkampfwagen VI Tiger Ausf.E, often shortened to Tiger. It was an answer to the unexpectedly formidable Soviet armor encountered in the initial months of the Axis invasion of the Soviet Union, particularly the T-34 and the KV-1. The Tiger I design gave the Wehrmacht its first tank mounting the 88 mm gun, in its initial armored fighting vehicle-dedicated version, which in its Flak version had previously demonstrated its effectiveness against both air and ground targets. During the course of the war, the Tiger I saw combat on all German battlefronts. It was usually deployed in independent tank battalions, which proved to be quite formidable.

The M4 Sherman, formally Medium Tank, M4, was the primary tank used by the United States during WWII. Thousands were also distributed to the Allies, including the British Commonwealth and the Soviet Union, via lend-lease. In the United Kingdom, the M4 was named after Union General William Tecumseh Sherman, following the British practice of naming their American-built tanks after famous American Civil War generals. Subsequently, the British name found its way into common use in the U.S.

Tiger I

M4 Sherman

Die Wacht am Rhein -- Heidemarie is heard humming "Die Wacht am Rhein," The Watch on the Rhine. It is a German patriotic anthem. The song's origins are rooted in the historical French–German enmity, and it was particularly popular in Germany during the Franco-Prussian War and the First World War.

Heide humming

Heinkel Lerche -- The Heinkel Lerche (English: Lark) was the name of a set of project studies made by German aircraft designer Heinkel in 1944 and 1945 for a revolutionary VTOL fighter and ground-attack aircraft. The Lerche was an early coleopter design. It would take off and land sitting on its tail, flying horizontally like a conventional aircraft. The pilot would lie prone in the nose. Most remarkably, it would be powered by two contra-rotating propellers which were contained in a donut-shaped annular wing. The development of the remarkably futuristic design started in 1944 and concluded in March 1945. The aerodynamic principles of an annular wing were basically sound, but the proposal was faced with a whole host of unsolved manufacture and control problems which would have made the project highly impractical even were it not for the materials shortages of late-war Germany.

Heinkel Lerche

Chaff -- Chaff, originally called Window by the British, and Düppel by the Second World War era German Luftwaffe (from the Berlin suburb where it was first developed), is a radar countermeasure in which aircraft or other targets spread a cloud of small, thin pieces of aluminum, metalized glass fiber or plastic, which either appears as a cluster of secondary targets on radar screens or swamps the screen with multiple returns. The idea of using chaff developed independently in the United Kingdom, Germany, and the United States. As far back as 1937, British researcher Gerald Touch (who was working with Robert Watson-Watt on radar) suggested that lengths of wire suspended from balloons or parachutes might overwhelm a radar system with false echoes and R. V. Jones had suggested that pieces of metal foil falling through the air might do the same. The systems were all essentially identical in concept: small aluminum strips (or wires) cut to one-half of the target radar's wavelength. When hit by the radar, such lengths of metal resonate and re-radiate the signal. Opposing defenses would find it almost impossible to distinguish the aircraft from the echoes caused by the chaff.

Neuroi deploying Chaff

Unnamed cameos -- From left to right: Kanno Naoe (Kanno Naoshi), Georgette Lemare (Georges Lemare), Shimohara Sadako (Uehara Sadao), Edytha Rossmann (Edmund Rossman), Waltrud Krupinski (Walter Krupinski), Gundula Rall (Günther Rall).

502nd JFW

Ramune -- Ramune (ラムネ) is a carbonated soft drink originally sold in Japan which was introduced in Kobe by Alexander Cameron Sim. Introduced in 1876, Ramune is widely known for the distinctive design of its bottle, often called Codd-neck bottles after the inventor, Hiram Codd. They are made of glass and sealed with a marble; the codd head held in place by the pressure of the carbonation in the drink. To open the bottle, a device to push the marble inward is provided. The marble is pushed inside the neck of the bottle where it rattles around while drinking.


Gurtfüller -- Actually a post-war model used for loading M60 ammo belts, but also working with MG34/42 belts. Model and manufacturer unknown.

German belt loader

Drop Tanks -- In aeronautics, a drop tank (external tank, wing tank, or belly tank) is used to describe auxiliary fuel tanks externally carried by aircraft. A drop tank is expendable and often jettisonable. During World War II, the German Luftwaffe began using external fuel tanks with the introduction of a 300-liter (80 US gallon) light-alloy model for the Ju 87R, a long-range version of the Stuka dive bomber, in early 1940. The Messerschmitt Bf 109 fighter also used this type of drop tank, starting with the Bf 109E-7 variant introduced in August 1940. Fitted also to the Focke-Wulf Fw 190, 300 liters became the standard volume of subsequent drop tanks in Luftwaffe service.

Drop tanks

Panzerfaust -- The Panzerfaust (lit. "armor fist" or "tank fist", plural: Panzerfäuste) was a cheap, single shot, recoilless German anti-tank weapon of World War II. It consisted of a small, disposable preloaded launch tube firing a high explosive anti-tank warhead, and was operated by a single soldier. The Panzerfaust was in service from 1942 until the end of the war.


Chocolate -- WWII era Lindt Dark Chocolate.

Lindt Dark Chocolate

Bachem Ba 349 -- The Bachem Ba 349 Natter (English: Viper, Adder) was a World War II German point-defence rocket-powered interceptor, which was to be used in a very similar way to a manned surface-to-air missile. After vertical take-off, which eliminated the need for airfields, the majority of the flight to the Allied bombers was to be controlled by an autopilot. The primary mission of the relatively untrained pilot, perhaps better called a gunner, was to aim the aircraft at its target bomber and fire its armament of rockets. The pilot and the fuselage containing the rocket motor would then land under separate parachutes, while the nose section was disposable. The only manned vertical take-off flight on 1 March 1945 ended in the death of the test pilot Lothar Sieber.

Bachem Ba 349

Bachem Ba 349

Unnamed cameos -- From left to right: Adriana Visconti (Adriano Visconti), Isabelle du Monceau de Bergendal ( Yvan Georges Arsène Félicien du Monceau de Bergendal), Kuroda Kunika (Kuroki Tameyoshi).

506th JFW

Berreta Model 1934 -- The Beretta Model 1934 is a compact, semi-automatic pistol that was issued as a standard service firearm to the Italian armed forces beginning in 1934. It is chambered for the 9 mm Corto, more commonly known as the .380 ACP. In the early 1930s, the Italian army was impressed by the Walther PP pistol. Beretta did not want to lose a big military contract to their German competitor and designed the M1934 for the Italian Army which accepted it in 1937. This model was followed by the M1935, which was similar to the M1934 in most respects, except that it fired a .32 ACP (7.65 mm Browning) cartridge. The weapon saw extensive use in World War II in the hands of Italian, German, and Romanian forces, and quite a few were captured by Allied forces during the war.

Berreta Model 1934

General Eisenhower -- Donald D. Eisenhower was based on Dwight David "Ike" Eisenhower (October 14, 1890 – March 28, 1969), who was the 34th President of the United States from 1953 until 1961. He had previously been a five-star general in the United States Army during World War II, and served as Supreme Commander of the Allied Forces in Europe; he had responsibility for planning and supervising the invasion of North Africa in Operation Torch in 1942–43 and the successful invasion of France and Germany in 1944–45, from the Western Front. In 1951, he became the first supreme commander of NATO.

I like Ike

101st Airborne Division -- The unit that Eisenhower orders into battle near Bastogne is referring to the famous United States 101st Airborne Division nicknamed the "Screaming Eagles" that did airborne landings in Normandy and the Netherlands. In late 1944, the 101st was sent to the city of Bastogne to hold off the German assault and were surrounded. A German offer to surrender was meet with the reply of "Nuts!" which had to be explained to the Germans and non-American Allies. The division held out until reinforcements could relieve them and the airborne units involved earned the nickname, "The Battered Bastards of Bastogne".
101st Airborne Patch.png
Mitsubishi F1M -- The Mitsubishi F1M (Allied reporting name "Pete") was a Japanese reconnaissance floatplane of World War II. It was the last biplane type of the Imperial Japanese Navy, with 1,118 built between 1936 and 1944.  For more info, see Season 2 Episode 8.

Mitsubishi F1M

Battle of the Bulge -- The movie as a whole is in reference to the Battle of the Bulge, with the Neuroi taking the role of the German offensive. The Battle of the Bulge (also known as the Ardennes Offensive and the Von Rundstedt Offensive to the Germans) (16 December 1944 – 25 January 1945) was a major German offensive (die Ardennenoffensive) launched through the densely forested Ardennes mountain region of Wallonia in Belgium, and France and Luxembourg on the Western Front towards the end of World War II. The Wehrmacht's code name for the offensive was Unternehmen Wacht am Rhein ("Operation Watch on the Rhine"), after the German patriotic hymn Die Wacht am Rhein. The French name for the operation is Bataille des Ardennes.

Battle of the Bulge



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