“Worker-Communists,” wrote Trotsky in a letter to German workers on the eve of Hitler’s seizure of power in 1931, “should Fascism achieve power it will ride over your skulls and spines like a frightful tank. Your salvation lies in merciless struggle. And only unity in struggle with the social democratic workers can bring victory.” The rise of a militant populist and far right today has pushed the specter of fascism into political discourse. To come to grips with what’s happening today, we need to go back to the history of the first fascist movements. This talk will look at the the rise of fascism in Italy and Germany in the 1920s and 1930s, and how the Marxists of that period, from Clara Zetkin to Antonio Gramsci to Leon Trotsky, came to grips with the phenomenon and debated what strategies and tactics could challenge and defeat it.