A/N: I know that everyone is waiting for the big, climactic battle of the first arc - and it is coming! - but the liberation of Pinsk needed some more context from the Nazi side of things.

Disclaimer: As always, I very much emphazize that the brilliant "Worm"- universe belongs to Wildbow. I'm just using it for fun and without intention to make money.

7 (c)

Nachtmahr

Obersturmführer Hermann Worthoff, newly instated security chief of Pinsk, stared at the loudspeaker of the silent Telefunken radio with bone- deep dread.

He was sure that everyone in the still rather improvised looking communications center of the Stadtkommandantur, the former NKVD headquarters of the city, shared his feeling.

The terrible, very final silence in the connection stretched, only interrupted by occasional atmospheric flutter, and he felt cold sweat break out on his neck and in his armpits.

With a supreme act of will, he looked up from the radio, and met the eyes of Scharführer Uhlmann, his stone cold and pretty much unflappable right hand man.

Even Uhlmann, who had quickly built a reputation as merciless interrogator in the local Sicherheitsdienst branch, was obviously shaken, his angular, square- jawed face ashen.

It was a facial hue he shared with the radio operator, who was leaning back from his device as if the horror that had been happening on the other end could grip him through the connection and wring his neck.

The young Blitzmädel at the telephone switch board - which had been set up next to the radio - her name was Magarete Something-or-Other, had tears running down her pretty face.

"Maybe she was the Liebchen of one of Charwat's men," Worthoff thought irrelevantly.

He knew he had to take action, had to react to the drastic change of conditions in his command area, but he couldn't even formulate a clear idea of what to do now.

The situation was unprecedented in his experience.

What duty and rational thought demanded of him would mean acknowledging the nightmare they had just witnessed remotely, would make it all real.

He didn't want to, no, he couldn't do that, and so he remained mute like a statute.

It was Uhlmann who finally ended the hush, after what seemed like an eternity, and pulled everyone present into the new, very unpalatable reality.

"It's obvious that both Gruppenführer von dem Bach and Sturmbannführer Magill have fallen out of communication due to enemy action."

He hesitated for a moment, then went on even more bluntly.

"We have to assume that the same chemical weapon that killed Hauptsturmführer Charwat and the men with him got to Magill's detachment as well, despite the gas masks they were wearing after Gruppenführer von dem Bach warned us so timely. It is also very likely, based on what we heard from the Storch's channel, that the plane was shot down, or at least heavily damaged by enemy fire."

Uhlmann slumped into himself after uttering those words, and gave Worthoff a grave look, as if he hadn't fully realized the import of his own words until saying them out loud.

The death of a SS- Gruppenführer – a rank equivalent to the Generalleutnant of the army – in their area of responsibility, not to speak of the loss of hundreds of SS troopers, would most likely mean the end of their careers.

But soon Uhlmann's unquenchable sense of duty won out over his distress, and he straightened his massive figure to its full, impressive height, probably reminding himself in the process that he was still the man who was known and feared as "Knochenbrecher" by the many unlucky prisoners in the basement's cells.

The black SS uniform, tailored by Hugo Boss, fit Uhlmann perfectly, and made him look like the Germanic ideal, ready to conquer everyone and everything in his way.

After a few seconds of the strange, animal- like puffing up, the Scharführer relaxed, and spoke up again.

"I suggest that we send the Poles to the train station to free up our men who are on guard duty there, we have no time to lose if we want to..."

"Your conclusions are solely based on what we got from the radio!" Worthoff interrupted him sharply, mostly because he was furious that he had only managed to break out of his own torpor due to his subordinate's initiative.

"We can't know what has really happened before we investigate it ourselves."

In truth, Worthoff didn't hold out much hope for Magill's survival after the terrible, frantic screaming and choked gurgling they had listened to for long minutes, but he clung to the belief that at least some of the men must've escaped, and would retreat into town.

If, on the other hand, no one was coming back alive, Worthoff would have only an understrength platoon's worth of soldiers left in the city.

He didn't include the Polish auxiliary police in his count, their already shaky loyalty would be further weakened when the destruction of a whole company of Waffen SS soldiers became unavoidably known.

Worthoff would count himself lucky if these Minderrassige didn't turn against their betters at this opportunity.

No, if the whole of the 1st Schwadron had been wiped out, the Bolsheviks would have a good chance to raid Pinsk and kill every last German in town, provided of course, that they had managed to hide more than just a few small teams of chemical weapon operators in the swamps nearby.

That wasn't an impossible feat, he knew, just a few days ago, a patrol searching for dispersed enemies had vanished without a trace, and the Pripyat marches were so vast and unaccessible that thousands of men could hide in them indefinitely.

Uhlmann's assessment of the situation was made even more disquieting by the fact that Worthoff would be forced to humiliate himself if it was true.

He would have to admit the SS's defeat to Hauptmann Rüntzel, the local military administrator, who was not only from a rival organization, but also a prime example of the flabby Etappenschweine Worthoff despised.

As a rear echelon bureaucrat, Rüntzel wouldn't be of much use, of course, but he had to be informed.

The Wehrmacht officer had no more than eighty men inside Pinsk, mostly supply and railroad people with very limited combat proficiency.

These middle aged, unfit and inexperienced "soldiers" would be little help in fighting off a determined Soviet attack.

While Worthoff was still pondering what was to be done, Uhlmann took his Luger from the holster attached to his belt, unloaded it, and began to check the weapon.

His tone was clipped when he broke the silence again, and continued the path of thinking he had been following when his superior interrupted him.

"With respect, Herr Obersturmführer, it doesn't matter what we know with certainty, it's only prudent to assume that most, if not all, of the 1st Schwadron has been killed by Ivan's new weapon. We must prepare ourselves to defend this city with what we have."

His subordinate's words made Worthoff very uneasy, but he couldn't deny that he had a point.

And if he didn't react quickly and in ways that were tactically sound, it could mean not only the end of his advancement through the ranks, but of his life.

"Very well, you will implement your suggestion to rotate the Poles and our men in guarding those damn Jews, than you will deploy on the northern edge of town, where I will join you with everyone I can drum up from the Wehrmacht. We are going to block the road to Posienicze, then I'll decide, based on conditions there, if we can risk to send a reconnaissance team forward."

„Jawohl, Herr Obersturmführer." Uhlmann confirmed, visibly pleased by the decision.

He saluted, turned on his heel, and stormed out of the room like a Panzer in human form.

Worm/Worm/Worm

Five minutes later, Worthoff found himself on the third floor of the Stadtkommandantur, gnashing his teeth while he paced in front of Hauptmann Rüntzel's office.

The Hundesohn had the audacity to make him wait!

After what seemed like an eternity to Worthoff, the door was at last opened, and a very disheveled young girl slipped out, a small bundle of foodstuffs under her arm.

Worthoff had to suppress a hearty curse at the sight.

Fraternization with enemy civilians was frowned upon even in the occupied states of Western Europe, but here in the Slavic East, relationships with local women bordered on Rassenschande.

Ignoring the fleeing concubine, and beating down his ire and distaste for Rüntzel, he entered the room.

The Hauptmann, who was a short and nearly bald man in his late forties, sat behind a massive mahogany desk - inherited from a very unegalitarian NKVD commissar – and exhibited an extremely flushed face and pulsing veins on his temples.

The glare with which he received his SS rival was murderous.

Ignoring Worthoff's "Heil Hitler!", Rüntzel went on the verbal offensive immediately.

"What is so damn important that you can't use the phone, but must barge in here like a uncouth peasant, Herr Leutnant?" he asked snidely, using the Wehrmacht rank analog to Worthoff's SS title, and thereby reminding him that he was, at least nominally, the Obersturmführer's senior, even though they were in different services.

Repeating to himself that he really needed this bastard's cooperation just now, Worthoff swallowed all threats with the SD's special powers that came to mind - he could easily bring down some unimportant army officer, if he really wanted to - and made his voice totally even as he replied.

"There has been an incident while we were conducting our anti-partisan operations north of the city. It appears that the Bolsheviks, using what seems to be chemical weapons of unknown type, have ambushed our forces and killed most or even all of them. We have also lost contact to the plane of Gruppenführer von dem Bach, who was here to inspect our progress."

He went on to give more details of what had occurred, and watched with some satisfaction as Rüntzel's anger was quickly transformed into barely concealed fear.

"And what is it that you want from me?" the Hauptmann asked when Worthoff had finished.

"We don't know how many Soviet troops are involved in this, and it may well be that they plan to raid Pinsk. We need every German soldier available to secure the town's northern perimeter, including your men." the SD officer explained, annoyed at Rüntzel's plainly feigned ignorance.

Wringing his hands, Rüntzel ranted at length that he had too few troops as it were, and that he couldn't spare anyone from guarding his depots of "critical supplies".

"Your depots will be worth less than nothing if they fall into enemy hands." Worthoff argued, his voice rising slightly as his patience with the fool started to run out.

Rüntzel seemed to sense this, and he quickly decided to cut the haggling short.

"If you must, you can have the rail and supply personnel, about 60 men, but my headquarters staff must stay here with me, to defend the communications center." he conceded.

The Obersturmführer hadn't expected more than that anyway, and so he left the frightened Rüntzel, who had begun to pack his documents and belongings "just in case", with a hastily written order for the man's subordinates to follow Worthoff's instructions for "the duration of the crisis."

Worm/Worm/Worm

After gathering the Wehrmacht troops in a whirlwind of alerts and commands, Worthoff set out on the northwards road to Posienicze at the head of a much too short column of underequipped soldiers.

They had only three machine-guns between them and no heavy weapons at all.

His Mercedes rumbled slowly over the cobblestones of Pinsk's deserted streets – all civilians had been ordered into their houses while the Aktion against the Jews went on, so that Jewish valuables, which would be confiscated for the Reich, weren't plundered by the Polish, Ukrainian and Russian populations.

The Obersturmführer had no eyes for the mostly one-storied brick buildings at the roadside, and didn't notice the frightened eyes that peeked out at him from behind barely lifted curtains.

Instead, he was focused on the tactical map on his lap, and tried to think of some way that would enable him to secure all approaches to the city with so desperately few armed men and against an enemy with chemical weapons at his disposal.

The driver had to actually raise his voice into a shout, before Worthoff registered his alarmed tone, and looked up.

They had halted at a cross-way, still inside the city. and the driver was staring out of his left side window.

"What is it, why have we stopped?" Worthoff demanded curtly.

"Herr Obersturmführer, there's a column of riders coming from out west!"

His heart jumped into a furious gallop at the words, and he silently prayed that this wasn't the anticipated Soviet attack.

If the enemy had entered Pinsk by circumventing Uhlmann's positions to the north, he would be able to attack and defeat the two German units piecemeal, first Worthoff's less than fully battleworthy Wehrmacht troops, and then the better trained and equipped SS men from behind.

He grabbed for his field glasses, leaned over towards the driver to get a better view, and calibrated the lenses until he got a good look at the tiny figures coming down the road from Bielawszczyzna, which went parallel to the railway track just on the border of Pinsk's city limit.

"They're ours!" he exclaimed, relieve flooding his mind and very much audible in his voice.

Worthoff stepped out of the car hastily, signaled his soldiers, many of whom were already out of breath from the short march, that the approaching column was friendly, and leaned against the vehicle's hood to wait.

A short time later, the first cavalry man rode up, the white SS- runes on his helmet reflecting the rays of the noonday sun, and further lightening Worthoff's mood.

He greeted the man with a friendly "Heil Hitler!" and received one in return, then he learned to his pleasure that the whole 4th Schwadron, 2nd SS Cavalry Regiment was nearing his position.

These were 280 fresh men, under the command of Obersturmführer Wegener, who had with them a broken field radio, which explained why Worthoff hadn't known of their approach, and - to his great delight - a platoon of 80mm mortars.

In other words, the ideal instruments to engage the enemy teams who were deploying the mysterious gas weapon from the save distance of several kilometers, and catch them with their pants down.