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[[File:Mussolini_DOW_10_June_1940.jpg|thumbnail|250px|left|Mussolini's declaration of war against France and Great Britain]]The rise of the Fascist Party under Benito Mussolini saw Italy attempt to become a major player in world geopolitics. Italy had been on the winning Allied side in the Great War but believed that it had been unfairly treated in the aftermath. The Peace of Versailles gave Italy small portions that it had been promised in secret talks with France and Britain during the war. Italy had also taken grave casualties during the war , and its military had one of the worst reputations of the major powers. Mussolini attempted to build a modern, mobile military but instead , Italy's army, navy, and air force all earned a poor reputation during the next war. However, Italy's political ambitions remained large as Mussolini attempted to remain on good terms with both Germany and the western allies. The Fascists also attempted to create a new Roman Empire across the Mediterranean, seizing Ethiopia in 1935-1936 and Albania in 1939.[[File:Mussolini_DOW_10_June_1940.jpg|thumbnail|250px|Mussolini's declaration of war against France and Great Britain]]Italy's goals shifted as it aligned closely to Germany in the late 1930s. Italy backed Germany in a series of Eastern European crises in 1938 and 1939 but did not immediately join in the conflict. It was not until France was on the brink of collapse in June 1940 that Italy entered conflict with the Allies. President Roosevelt called Mussolini's calculated maneuver a "stab in the back." Still, Italy's goals were larger than its capabilities. Italy sought to regain territories given to France in the 1850s in exchange for help with Italian unification. Even with France on the verge of total defeat, Italian troops fighting the French along their shared mountainous border suffered a series of defeat. Italy gained just tiny portions of French territory before the armistice of June 22nd. When Italy asked for its full sought territory from Germany, it was stiffly rebuffed.

Italy's goals shifted as it aligned closely to Germany in the late 1930s. Italy backed Germany in a series of Eastern European crises in 1938 and 1939 but did not immediately join in the conflict. It was not until France was on the brink of collapse in June 1940 that Italy entered the conflict against the Allies. President Roosevelt called Mussolini's calculated maneuver a "stab in the back." Still, Italy's goals were larger than its capabilities. Italy sought to regain territories given to France in the 1850s in exchange for help with Italian unification. Even with France on the verge of total defeat, Italian troops fighting the French along their shared mountainous border suffered many defeats. Italy gained just tiny portions of French territory before the armistice of June 22nd. When Italy asked for its full sought territory from Germany, it was stiffly rebuffed.  Italy also sought to increase its profile in Africa by seizing French and British colonies in the Horn of Africa in the chaos of 1940. However, the Allies swiftly retook this territory, as well as Ethiopia and Eritrea from Italy. Italian efforts to push to the Suez Canal in Egypt from the Italian colony Libya were largely repelled by British forces. Italy desired a string of colonies along the Adriatic coast in Yugoslavia and to take former French colonies in North Africa. It was in In this vein, jealous of Hitler's successes in Poland and France, that Mussolini ordered the invasion of Greece in October 1940. This invasion backfired spectacularly , with Greece launching a counter-offensive and occupying a large segment of Albania. Germany had to bail out Italian forces in April 1941. In a show of exasperation, Italian troops were forbidden by the Germans from occupying Athens. In an effort to placate Germany, Mussolini directed 300,000 Italian troops to the Eastern Front against the Soviet Unionto placate Germany, where their forces fared poorly.<ref>Kallis, AritstotleAristotle, ''[https://www.amazon.com/gp/product/B000FA5ZVY/ref=as_li_tl?ie=UTF8&camp=1789&creative=9325&creativeASIN=B000FA5ZVY&linkCode=as2&tag=dailyh0c-20&linkId=0418abe175ad3e9a035b7915e320b503 Fascist Ideology: Territory and Expansionism in Italy and Germany, 1922-1945]''. London: Routledge Press, 2000. Page 115.</ref>

[[File:Lviv_1939_Sov_Cavalry.jpg|thumbnail|250px|left|Soviet cavalry parade down the streets of Lwów, Poland 1939.]]The Soviet Union entered the World War II -era shackled to its past. Not only had the country suffered millions of casualties from the Great War and Russian Civil War, up until Stalin's Five Year Plans it had been substantially behind the Western powers economically-- Stalin had said that Russia was 100 years behind industrially. It had also faced humiliation in the aftermath of the First World War, having given up much of Russia's former territories in Eastern Europe. The Allied Powers had also intervened on behalf of White forces in the Russian Civil War. Russia joined the League of Nations and attempted a rapprochement with the Western powers cut short by Germany's expansionism. Instead, in August 1939 Soviet dictator Josef Stalin signed a pact with Germany.

Stalin's goals in the early days of World War II were similar to those at the end: to build a buffer for the Soviet Union. In late 1939 and 1940 Stalin invaded or seized part or all of all of Russia's European neighbors, Poland, Finland, Estonia, Latvia, and Lithuania, seeking to regain territory lost in World War I. Stalin paid a heavy price for this deal, allowing Hitler further influence in Eastern Europe and sending Germany important resources including grain and oil. Germany's invasion of June 22, 1941 , proved to be a turning point for Stalin, breaking the fragile peace in Eastern Europe and placing even more distrust in Stalin. As the Soviets turned the tide against Germany in 1943 Stalin utilized this experience to force Communism across Eastern Europe, at any cost.

As Soviet soldiers poured into Eastern Europe in 1944 and 1945 the Soviets established a series of puppet regime regimes while eliminating the leaders of non-Communist factions. In 1945, Soviet troops occupied almost all of Eastern Europe and Stalin consolidated this position to create a series of buffer states that would become the Warsaw Pact after the war. Stalin sought to completely demilitarize and deindustrialize Germany to prevent another invasion. The Allies rejected this idea, Stalin also engineered a massive resettlement of millions of Germans from Poland, Czechoslovakia, and other parts of Eastern Europe. The Soviet Union had suffered massively from the conflict, with much of the country's industry destroyed and approximately 20 million killed in the war. The massive toll on Russia helped shape the country's demands at the war's close. Stalin also armed and funded Communist groups across Europe and Asia, becoming indirectly involved in civil wars in Greece and China. The Western Allies exited the Second World War with a large and deepening distrust of Stalin, who at the time commanded the largest army in the world. <ref>Roberts, Geoffrey, ''[https://www.amazon.com/gp/product/0300112041/ref=as_li_tl?ie=UTF8&camp=1789&creative=9325&creativeASIN=0300112041&linkCode=as2&tag=dailyh0c-20&linkId=dbb7f8cf47e68e9f567313f57c42a1f8 Stalin's Wars]''. Yale: Yale University Press, 2006. Pages 121-133.</ref>