As Germany annexed Austria and moved against Czechoslovakia, Italy saw itself becoming a second-rate member of the Axis. After Hitler invaded Czechoslovakia without notifying Mussolini in advance, the Italian dictator decided in early 1939 to proceed with his own annexation of Albania. Italy's King Victor Emmanuel III criticized the plan to take Albania as an unnecessary risk.

Rome, however, delivered Tiranë an ultimatum on March 25, 1939, demanding that it accede to Italy's occupation of Albania. Zog refused to accept money in exchange for countenancing a full Italian takeover and colonization of Albania, and on April 7, 1939, Mussolini's troops invaded Albania. Despite some stubborn resistance, especially at Durrës, the Italians made short shrift of the Albanians. Unwilling to become an Italian puppet, King Zog, his wife, Queen Geraldine Apponyi, and their infant son Skander fled to Greece and eventually to London. On April 12, the Albanian parliament voted to unite the country with Italy. Victor Emmanuel III took the Albanian crown, and the Italians set up a fascist government under Shefqet Verlaci and soon absorbed Albania's military and diplomatic service into Italy's.

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Zog's rule ended on April 7, 1939, when Italy, Albania's sole foreign support, simultaneously declared the kingdom a protectorate and invaded (Italian Fascist forces shelled towns and occupied Albania, which was annexed by Italy), forcing Zog to flee into exile.