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A determined campaign of assassination and coup attempts by ultranationalist junior officers left the Japanese leadership cowed by 1936. The budget for fiscal year 1937 proposed a 40 percent increase in spending, and a war was required to justify this increase to the Japanese public. Despite the alliance with Germany, the army leaders had no stomach for war with the Soviets. Instead, they suggested war with China, whose army was not nearly as formidable. The Nationalists and the Communists responded to this threat by forming a "Second United Front" in December 1936.

A determined campaign of assassination and coup attempts by ultranationalist junior officers left the Japanese leadership cowed by 1936. The budget for fiscal year 1937 proposed a 40 percent increase in spending, and a war was required to justify this increase to the Japanese public. Despite the alliance with Germany, the army leaders had no stomach for war with the Soviets. Instead, they suggested war with China, whose army was not nearly as formidable. The Nationalists and the Communists responded to this threat by forming a "Second United Front" in December 1936.

Despite these preparations, China was quickly overwhelmed when the Japanese finally launched their offensive in July 1937. Japan overran a vast region and cut off China's access to seaports. When Nanjing was captured, Japanese soldiers ran amok in a notorious episode and many Chinese were slaughtered. The Nationalists retreated to Chongqing in the southwest, the Communists to Yan'an in the northwest. A puppet state led by Wang, former head of the leftist Wuhan government, was set up in Nanjing in 1940.

Despite these preparations, China was quickly overwhelmed when the Japanese finally launched their offensive in July 1937. Shanghai was devastated in cataclysmic three-month struggle (August-November); High Modern China never recovered.<ref>Harmsen, Peter, ''Shanghai 1937: Stalingrad on the Yangtze'' (2013)</ref> Japan overran a vast region and cut off China's access to seaports. When Nanjing was captured, Japanese soldiers ran amok in a notorious episode and many Chinese were slaughtered. The Nationalists retreated to Chongqing in the southwest, the Communists to Yan'an in the northwest. A puppet state led by Wang, former head of the leftist Wuhan government, was set up in Nanjing in 1940.

Anxious to counter the Japanese threat so he could focus on Hitler, Stalin signed a non-aggression pact with Chiang in August 1937. Stalin had no desire to repeat the bloody betrayals and double crosses of 1927. Chuikov, Stalin's man in China, was instructed to follow the agreement strictly.<ref>"Relevant treaties were concluded with Chiang Kai-shek's government," Stalin told Chuikov. "You will act in strict accordance with them." (''[http://books.google.com.tw/books?id=yCDv67C2BzkC&dq= The Soviet Union and Communist China, 1945-1950: The Arduous Road to the Alliance]'' by Dieter Heinzig, p. 21. "Any delivery of weapons from the USSR to the special region would be in violation of the agreement with central government in Chungking and would lead to the collapse of the anti-Japanese alliance," as Petr Vlasov, the Soviet representative in Yan'an explained.</ref> At this point, the Nationalists had about 2 million soldiers, the Chinese Communists about 100,000.<ref>Heinzig, p. 21.</ref> Bowing to Moscow's pressure, Communist leader [[Mao Zedong]] mounted the "Hundred Regiments Offensive" in late 1940. The Japanese responded with the savage "three all" reprisals ("kill all, burn all, and destroy all"). The Communists never seriously challenged them again.<ref>Hienzig, p. 30.</ref>  

Anxious to counter the Japanese threat so he could focus on Hitler, Stalin signed a non-aggression pact with Chiang in August 1937. Stalin had no desire to repeat the bloody betrayals and double crosses of 1927. Chuikov, Stalin's man in China, was instructed to follow the agreement strictly.<ref>"Relevant treaties were concluded with Chiang Kai-shek's government," Stalin told Chuikov. "You will act in strict accordance with them." (''[http://books.google.com.tw/books?id=yCDv67C2BzkC&dq= The Soviet Union and Communist China, 1945-1950: The Arduous Road to the Alliance]'' by Dieter Heinzig, p. 21. "Any delivery of weapons from the USSR to the special region would be in violation of the agreement with central government in Chungking and would lead to the collapse of the anti-Japanese alliance," as Petr Vlasov, the Soviet representative in Yan'an explained.</ref> At this point, the Nationalists had about 2 million soldiers, the Chinese Communists about 100,000.<ref>Heinzig, p. 21.</ref> Bowing to Moscow's pressure, Communist leader [[Mao Zedong]] mounted the "Hundred Regiments Offensive" in late 1940. The Japanese responded with the savage "three all" reprisals ("kill all, burn all, and destroy all"). The Communists never seriously challenged them again.<ref>Hienzig, p. 30.</ref>