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 criticised 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. King Zog refused to accept money in exchange for countenancing a full Italian takeover and colonisation of Albania, and on April 7, 1939, Mussolini's troops, led by General Alfredo Guzzoni, invaded Albania/ attacking all Albanian ports simultaneously. There were 65 units in Saranda, 40 at Vlorë, 38 in Durrës, 28 at Shëngjin and 8 more at Bishti i Pallës. The original Italian plans for the invasion called for up to 50,000 men supported by 137 naval units and 400 airplanes. Ultimately the invasion force grew to 100,000 men supported by 600 airplanes.