Fall of Equestria: Invasion

by Cobrawolf_Meiji2012

Chapters

Chapter 2 (The Battle of Epona)
Chapter 3 (Hammer of The Confederacy)
Chapter 4 (Grievous Death, Raging Dragon.)
Chapter 5 (Escape from Ponyville)
Chapter 6 (Sweet Apple Massacre!)
Prologue and Chapter 1 (A long Time Ago in a Galaxy Far, Far Way....)

Chapter 2 (The Battle of Epona)

Cloudsdale, Equestria.

*WAHP!* *SMACK!*

Rainbow Dash's eyes went wide as the riding crop struck her ass with the force of a back kick. She screamed into the ball-gag, placed there by the one whipping her with sadistic pleasure in his eyes. If she could, she would punch him, that is if it wasn't for the handcuffs holding her arms behind her back.

"Yes! Scream like the Cunt you are!" Soarin said, grinning like a mad-pony as he held the crop in his hand, while holding his former commander and comrade, Spitfire, down on his penis and making her suck it. the sound of slurping made Rainbow sick, sick of what had happened a year and a half ago, when the caribou came and took over, enslaving the mares and turning the males into misogynistic bastards who only cared to abuse and rape mares. She her self was one of the many victims of the Caribou's cruel ways, raped by them when she was captured. Now she was a sex slave to a stallion that was once one of her heroes.

"Suck Harder, Spit-cunt!" Soarin yelled, using the riding crop on Spitfire before starting to whip Rainbow Dash again. He enjoyed the sounds of the whip smacking against Rainbow's flesh, the way she squirmed when hit. The way he was treating them was the new norm for Equestria, ruled by stallions with mares as slaves. Soarin was among those who enjoyed what The caribou overlords made of Equestria, putting the mares in their place.

He also seeing Rainbow Dash and Spitfire cry as he raped them.

As he continued his whipping of Dash, he looked down at Spitfire, who was glaring at him with a look that could kill. She hated every second of it, although that did not matter to Soarin. "Glare at me all you want cunt," he said, "you are nothing more then a cum-Dumpster, a stupid female!" His face soon contorted into a grin as he shot his semen into Spitfire's mouth.

No one noticed that the sky was darkening....

"MUTHH FUUPH!" Rainbow Dash said, trying to say 'Fuck you', only for the gag to block it out. "What was that?" Soarin asked mockingly, "You want to be fucked in the ass?"

Raindow's eyes widened at this, as she had not done anal before.

Soarin got over behind her and pressed his wet cock against her anus, and then he shoved it in. Dash Screaming through the Ball Gag as her black cherry was popped. Tears of pain flowed out as Soarin started thrusting hard and rough. The pain was so much that she wished that she could die.

"Yeah, You like it' don't ya bitch!" Soarin said as he lifted her up and pointed her towards Spitfire. "lick her pussy, Cum-bucket!" he ordered. Spitfire crawled over to Rainbow Dash and soon placed her muzzle nears and stuck her tongue into Rainbow's vagina, making Rainbow Arch her back, even with the pain of being Anally raped, she orgasimed. "Yeah, You are nothing mnore then a cocksleave you stupid-"

*ZOOM!* *SLASH!*

"WHAT THE FUCK?!?!"

Soarin had been right to exclaim out loud as something had just rip through the upper floors of his house and ripped the cloud house in half! As the upper floors started to dissipate. all three saw that the sky had been darken....with something blocking out the Sun!

The thing was larger then anything, bigger then even a dragon. It had two egg-shaped or shield-shaped parts separated by two wings. Around it, small objects were flying around it, one of them was the one that destroyed the house, pieces of cloud flying off it as it flew. The odd looking object looked like some type of demented bat, it's 'head' turning like it was looking for something.

Rainbow felt Soarin's dick slip out of her anus as he dropped her, panicking like a trapped dog. "Got to get out of Here!" he screamed as he started flying off. His screams were joined with other screams of terror, from both stallions and mares who were afraid of what was happening.

One of the small flying objects had spotted Soarin flying out and turned towards him. Rainbow saw the thing fire some blot of red light at him. It hit him dead on.

Soarin exploded into burning pieces, flying every which way. One piece, the left half of his face, fell next to her and Spitfire. the eye was un-moving, staring at them both. the rest of it was charred like it had been in a fire.

Rainbow Dash's thoughts were all blank with a mix of terror and confusion when someone started shaking her hard.

"Rainbow?!" a voice said, fuzzily coming into clarity as that of the voice of Spitfire. "Rainbow! We have to leave!"

It was then that Rainbow came out of her shock and started hearing the screams around her. The other mares that Soarin owned were screaming and running around the ruins of the house, outside, pegasi and the few caribou warriors stationed in Cloudsdale were running in absolute terror. All around was death and destruction, caused by what appeared to be airships that had no balloons holding them in the air.

"What in the name of Faust are those things?!" Rainbow dash finally said.

"I don't know," Spitfire said, "But who or what ever they are, I don't think they are friendly." Spitfire was busy trying to take the cuffs off Rainbow Dash. It was hard to do with out the keys, which may have been on Soarin when he was stuck by the light bolt. Looking around, Spitfire tried to find something to open the cuffs or break the chain of the cuffs.

Looking on the table, she saw something on it. "Ah Ha!" Spitfire exclaimed, grabbing the object, which was the key for the handcuffs. Spitfire thanked Faust for the stoke of luck, remembering that Soarin was very bad at not keeping things on him. Spitfire unlocked the cuffs and freed Rainbow Dash.

The two ran out of the ruins, wishing that they still had their feathers. All around them was nothing but chaos. Stallions, Mares and Caribou running around trying to escape the mayhem. one Caribou Warrior stopped near them. "What are you doing standing Around? RUN FOR YOUR LIVES!" he said before running past them.

"While I don't like the caribou, I have to agree on that one on this." Rainbow dash said, "We have to get out of here!"

The two mares ran, heading for the Airship docks, which were used by Non-Pegasi to dock their blimps and hot-air balloons when visiting Cloudsdale. All Around them, pegasi were going every which way, trying to get away from what was an attack by some unknown group. While a few stallions made a few quick gropes at Rainbow and Spitfire, all had one thing on their minds: Escape.

Some of the caribou had gotten some Battle Airships into the air, along with Royal Guard pegasi who were also garrisoned in Cloudsdale. The Airships fired their cannons against the larger enemy ships, only for them to not cause any damage to them. Rainbow could see that the enemy ships had some type of aura shimmer around them. "They have some type of Shield Spell around them!" Rainbow said.

The caribou airships had no such shields around them as the enemy ships fired with their strange light weapons. bolts of light fired from them and hit the caribou ships, striking the balloons of the airships, blowing them up. The Crews of the airships bailed out, falling to their deaths on the ground hundreds of feet below.

The Pegasi were also having trouble against the attacking craft. Using thunder clouds, the pegasi soldiers blasted lightning against the ships, only for it to be stopped by the shields. They had better luck against the smaller craft. one of the flyers was blasted by a lightning bolt. electrical sparks crisscrossed on it was it spun out of control and went through a few cloud-buildings as it went down to the ground. But even the Pegasi were losing as the flyers started targeting them, blasting them out of the sky.

Suddenly, Rainbow and Spitfire heard more screaming from behind them. Turning around, the two saw what was the cause of the screaming. One of the attacking ships was plowing through Cloudsdale!, going right through the clouds, rendering them apart. Buildings tumbled and fell apart as the ship rammed through them. It's bridge suck out above the clouds that made up the city, like a shark fin in the ocean.

"By Faust's Horn!" Spitfire exclaimed, watching as the ship headed for them. Her and Rainbow soon started running as fast as they could. Behind them, others were doing so as well, trying to escape. The main problem was that none of them could fly. the Females because of the Wing covers and the fact their wings were plucked clean, the males because of the flying machines waiting to shot anything down.

As the ship cut through, many that did not escape it soon found that they were no longer walking on the clouds, but falling from the sky. some males started to fly away, others tried to save the mares, not caring about anything but to help, something that was thought gone in the Fall.

The Caribou had no chance.

Spitfire and Rainbow continued to run, trying to get away. yet the ship was moving faster, even through it was slower then the smaller craft zooming around.

Suddenly, Spitfire felt the clouds give way and soon, both her and Rainbow Dash were falling down. Spitfire gave a small prayer to Faust, asking for her to forgive her for any Sins she did in this life. Suddenly, she felt a pair of arms wrap around her. It was Rainbow Dash, who was holding Spitfire in an loving embrace. Tears fell from her eyes as Rainbow looked into Spitfire's eyes. Both knew that they were going to die. Her Back was turned to the ground, with her face close to Rainbow.

She heard Rainbow wispier "I love you"

Then they hit something hard.

Bridge of the Munificent-class Star Frigate Pride of Telos

"What was that?" one of the Pilot Droids asked when it's receptors picked up the sound of something hitting to roof of the Bridge.

"Probably nothing." another one answered, "just dead organics falling from the sky."

"Ouch! that hurt!" Spitfire exclaimed.

Good news was that her and Rainbow Dash were alive, Thank Faust. Bad News was that they were on one of the attacking ships. Precisely on top of the Command Bridge.

"Looks like we are stuck." Spitfire said, looking around. they were the only ones on top of the bridge. on the rest of the ship's hull, the broken bodies of mares and caribou lay. Spitfire knew that it would be no use to see if any were alive. She turned to Rainbow Dash, who was sitting down, rubbing one of her knees that had hit the surface of the ship. "You Alright?"

"I'll live." Rainbow said, looking down at her knee. She had banged it up when they hit the ship. She was hurting, not just from the fall, but from the anal rape that Soarin did before all this happened. She was glad that she would never put up with that abuse ever again. Rainbow knew she would have nightmares about what was done to her for decades to come.

While Rainbow was nursing her knee. Spitfire crawled over to the edge and dipped her head over it, looking into the bridge of the ship they were on. what she saw made her blink twice. The things inside looked more like thin skeletons, their heads like featureless Equine skulls. Some type of backpack-like thing was on their backs. The things were controlling the ship, keeping flying. Spitfire pulled back and went over to Rainbow, telling her about what she saw.

"What in the Name of all Epona are they?" She asked Spitfire.

"I don't know," she stated, "but I don't think they are even From Epona" That was enough for them to ponder. Why were they here?

"Here," Spitfire said, getting behind Rainbow Dash, "lets take these stupid Wing covers off." Sitting down behind Dash, Spitfire started to work on the wing covers when she saw something that she knew she would remember for the rest of her life.

Cloudsdale was falling apart, breaking into smaller pieces that floated away. Spitfire and Rainbow watched as the city they used to call home disintegrated into nothing. Around them, Civilian Airships were making a break for it, trying to escape from the battle. The odd thing was that a few were heading for the attacking ships. It was then that Spitfire saw one blimp moving towards the ship sideways! Some type of spell must have been pulling the airships towards the attackers.

What was happening to Equestria?

Sweet Apple Acres, Outside Ponyville

The shaking of the ground and the sound of explosions caused Macintosh to look up from his chores. More blasts and shaking happened, causing him to head outside to see what in Equestria was happening.

Running out to the front door of his house, Big Mac stopped, his eyes wide and his mouth agape at the sight he was seeing.

Smoke was rising out from Ponyville it self. Thick, dark smoke that rose high into the noon-time sky. Above it, odd things were flying overhead, dropping odd balls of light that blew up on the ground. Beyond, smoke also rose from the Everfree Forest. In the Sky, strange looking airships hovered above Equestria, with some other things coming down. some looked like a mix between an anal plug that the Caribou used on females, and a Firework rocket, others appeared to look like ramming galleries with two dragonfly-like wings on them. The things appeared to be coming from the sky it self.

"What tha' Hay is going on?" a voice beside him exclaimed. turning his head, he saw his sister, Applejack, her face in total shock and disbelief at what she was seeing.

Big Mac did not know what to say, shock and awe played it's part in his mind. Utter te head as he watched more craft drop down around Ponyville. He could see something coming out of a few of them. couldn't tell what they were from where he was at. "Sis, Take the other mares and head to tha' celler, Now!" he told Applejack, looking at her. Applejack was about to ask why, but the look on Big Mac's face told her not to question him. He was afraid, more afraid then at any time in his life.

Applejack ran back into the house, while Mac headed towards town as fast as he could.

Outside Ponyville.

The Craft landed with out any resistance. which was not surprising as the races on Epona did not have anything that could stop C-9979 landing ships and Hardcell-class Interstellar Transports that were well armed and protected from the primitive weapons of the natives. the ships soon started unleashing their deadly cargo of battle droids and vehicles.

Tens of Thousands of B-1 Battle Droids and B-2 Super Battle Droids marches across the fields and hills around the town. along side them, Droidekas rolled on the ground, while STAPs flew in the air ahead of the army. Armored Assault Tanks (AAT) and Multi-Troop Transports (MTT) charged ahead, backed up by deadly Hailfire Droids, Persuader -Type Droid Enforcers, Tri-Droids and their smaller cousins, the Octuptarra Combat Droid. Homing Spider Droids and Dwarf Spider Droids also stomped towards town, while above, Vulture Droids, Hyena Bomber droids and Tri-fighter Droids flew along with Mechanized Assault Flyers and the newer Predator-class Heavy Missile Platform Droid Gunships. Also just for kicks, four B-3 Ultra Battle Droid, an larger and more heavily armed version of the Super Battle Droid, lumbered across the land.

The commander, a CDE-T Tactical Droid, set on top of an AAT, looking through a pair of macrobinoculars at the field of battle. Looking towards the targeted town, it saw that many of the equine natives were running in a panic, which was typical for organics. Yet, some of the flesh and bloods, mainly a mix of the equines and the race known as the caribou, were running out of the town, armed with melee weapons of many types, which was not uncommon for primitives. Yet the tactical droid, known as T-518, was programed not to underestimate them.

The Debacle on Naboo showed many that it was not wise to underestimate primitive cultures. Before the destruction of the Droid Control Ship by a young Anakin Skywalker, the Droid Army had routed the Gungan Grand Army, killing thousands of Militiagungs. Yet the Gungans also took out many droids with their plasma balls and shock-staffs before they were routed. It was one lesson that was programed into Tactical Droids. Another was a protocol that was programed into new droids, like T-518: Expect the unexpected.

"Send all droids to attack the enemy." T-518 ordered.

The Caribou and Royal Guard Garrison that was station in Ponyville had started to go into battle when the Droid Starfighters started attacking the town. Striking at the Town Hall, which was not nothing but a burning ruin. the Garrison had gotten out of the barracks when it do was destroyed by the attackers.

The total number of caribou warriors and Pony Royal Guards was just 1,090.....against over ten thousand of the Invaders.

But still, the caribou and their Royal Guard Stallion allies were not deterred by numbers.

Some ran on foot, a few pegasi soldiers few at ground level while a few caribou rode on their Warbeats. In the town it self. some of the caribou warriors were setting up artillery, mainly two catapults and three cannons. The caribou had learn to use dragon-power cannons after the Fall and had a few on the ready, some were in use against the Griffins.

As the Infantry and Warbeast Calvary charged towards the attackers, the droids opened fire. bolts of blaster fire flew across the battlefield. Taking down many of the warriors in droves. Ponies, caribou and warbeasts alike fell down after being blasted, yet many more continued their charge and slammed right into the droids.

Spears, swords and Caribou Battle-axes clashed against the metal bodies of the droids. Close to the artillery, which had started firing at the droids, Caribou Mages were chanting, holding up their corrupting crystals to try and convert the droids and turn them against any females that were among them.

That was not to work.

It was when the warriors hit the Droid Frontline that they found out the horrid truth about their attackers. "THEY'RE MACHINES!" one Earth Pony Guard Stallion exclaimed as he had taken down a B-1 Droid, just before he was killed by a Super Battle Droid. This was the one weakness that the Separatists were using against the Caribou.

Because Droids never had any lust, It was not in their programing.

The defenders continued to try and fight against the overwhelming numbers of their mechanical enemy. Warbeasts rammed through the infantry droids, crushing many under their feet. But the Droids were ready. the Super Battle Droids were armed with wist rockets, which they used to great effect against the Warbeasts. A few B-1s had anti-vehicle rocket launchers and also used them against the warbeasts. Blood and guts few everywhere, raining down on droid and organics alike

The Caribou Artillery soon can into action. Catapults sent barrels full of Dragon-power and rocks with Fuses lit into the enemy formations and exploding, sending shrapnel flying everywhere, taking down many droids. Cannon Balls also flew, hitting the Droids in full force. But the Droids answered in kind, as their tanks opened fire. Hailfire Droids rolled across the ground, firing missiles into Ponyville and against the caribou artillery.

The mages were not entering the battle, giving up on trying to corrupt the droids, they unleashed bolts of magic against the attacking droids, taking down many of the metal soldiers of the Confederacy. But They did not take to account the Ultra Battle Droids that were now on the Attack. The B-3 had four arms, two small arms with built in anti-personnel blasters and two large arms that had a flamethrower and a plasma cannon. It was also armed with a Multi-rocket launcher near it's head. The Four Ultras started their attack. Flamethrowers spat flames on the mages and artillery. The smaller arms fired also, taking down many of the mages.

But It was the Air craft that were to play a part in the battle as the Droid Gunships rained down laser fire and missiles at the caribou artillery, taking it out of action. the gunships were also dropping down Droid dispensers onto Ponyville it self, unleashing more droids against the outnumbered warriors.

T-518 knew that they were winning this battle. The Caribou were losing ground against the Droids.

Ponyville had fallen.

Author's Note

I will post a Third Chapter Later and continue the Battle at Ponyville and also write about the Battle at Canterlot it self. Also in Chapter Three....HE shows up.

Chapter 3 (Hammer of The Confederacy)

By the Time Big Mac reached Ponyville, most of the defenders had been slayed by the attackers. The enemy was all around Ponyville, still fighting what was left of the garrison. Many Ponies, both stallions and mares, were making a run for it, only to soon find themselves face to face with the invaders and made to march to one side of the town, which was being guarded by some of the larger infantry units. the caribou that where captured where also being placed to one side. Big Mac looked around to see if there was any way to get past the odd looking soldiers. The east side of the town looked open, as the enemy had surrounded the town in a horseshoe formation. Yet the enemy was entering the town still, and Big Mac had seen the flying things drop things into the town.

Big Mac decided to run to the east end and try and find if he could find anyone he could rescue, such as Rarity or anyone else. Running down the road, he speed faster then any time he had done before. going into the war-torn town.

Ponyville

"Let Go of me you brute!" Rarity yelled as she was pushed into the crowd of captured Ponies. She fell down, almost landing on Diamond Tiara. She and over sixty other ponies were herded behind force-field fences by the invaders. Stallions and mares, black collared and red collared alike,

There were no sign of any of the purple collared ones.

To the other side, the caribou warriors and Royal Guards were being packed into an area. along with them, a few stallions were also being taken from the area that Rarity was in and moved over with the soldiers. Mares pointing them out. Rarity saw the Flim Flam Brothers and Filthy Rich among them, the invaders pressing their odd weapons to their backs. Rich was trying to bribe them, which was not working. Also being sent with the soldiers were a lot of civilian caribou. Bulls, cows and calf caribou were being marched into the area, their hands behind their heads.

"Why is this happening?" Rarity heard somepony sob, turning her head, she saw Roseluck, her eyes full of tears, tears caused by fear. Her two sisters, Daisy and Lily, were huddled together in fear, looking at the strange things that had come from the sky. They had been in town doing deliveries when the attack happened.

Even Rarity was thinking why was this happening to Equestria. Was Faust angry at them? First it was the caribou that had invaded, now it was these odd machine soldiers. Why was She-of-Many-Races sending these things?

Rarity looked around her. Many ponies were shivering in terror. She could see Derpy holding Dinky, telling the young filly that it was alright, while Doctor "Time Turner" Whoves was watching, like he was studying the invaders. Unlike the other Pegasi, Derpy still had her wings, thanks to the odd scientist stallion hiding her in that strange house of his. When they went out, She hid her unplucked wings with fake wing covers. Dinky was also hidden after the Fall. Now all three had been captured by the invaders.

To her right, Lyra and Bon Bon were both frightened by the strange soldiers. Rarity did not see any of her friends among the rest. She knew that Twilight was in Canterlot, being part of one of Dainn's Orgies. Fluttershy was in her cottage, doing unspeakable things with animals, Applejack was in her farm.

And Pinkie was nowhere to be found.

Rarity watched the invaders doing their work, while the captured caribou, Royal Guards and stallions cried, begged, shouted and even tried to bribe them.

"Hey! Sweet Pussy!" Flim yelled at Rarity, rudely. "Why don't ya spread your legs for these guys and try and get us out!" "Yeah!" Flam yelled, "We are not stupid sluts like-UGH!" Flam went down after he was struck by one of the metal invaders, one of the large bulky ones.

One of the Thin ones came to the area, it had yellow patches on it's head and shoulders, perhaps some type of ranking. "The Commander have given the order." it said, "Terminate them."

Everypony soon started panicking, knowing that they might be killed now. Rarity's heart almost stopped at the word of 'Terminate', These Invaders were going to kill them. Rarity closed her eyes slightly, praying that she would be reborn.....but she was not the one to die.

The invaders turned their weapons on the prisoners, but not the group Rarity was in.....But on the captured soldiers, caribou civilians and Pro-Caribou stallions. Screams of terror erupted from the group, with more begging and bargaining. It was heartbreaking....almost.

"Take my Daughter! Fuck her all You want!" Mr. Rich said, trying to get out of his death. But it was too late.

Rarity had to turn away as the mechanical soldiers started firing. red bolts of light struck many of the poor prisoners, blasting them down. After the firing had stop, none of them got up.

It was then that Rarity fainted.

Big Mac heard the sounds of firing. Sounded like the enemy was still meeting resistance. He continued on his way. There were very few ponies running in the streets now, most were captured, ran to the woods or hiding from the strange army in their houses. those ponies and caribou still on the streets were running away form the town.

"Run! Run for your Life!" a Caribou cow said, holding a small calf as she ran by Big Mac. She was just one of many heading out of the fallen town. It was a full on retreat by the Caribou, a fighting one at that. Big Mac could still hear the sounds of battle, now inside the town it self.

Running down one of the side streets, Macintosh kept hidden from the mechanized invaders. ducking into an alleyway, Big Mac spied a group of them marching deeper into the town. The thin ones' voices sounded more squeaky then a mouse in a cheese warehouse, while the larger, bulkier ones, marched on silently, their right arms raised, like a fist pump.

As the group moved on, Big mac silently went on his way, keeping an eye out for anymore soldiers. He kept to the alleys and side streets, heading for the center of town.

When he reached it, he saw the results of the air attack. The Town Hall was a burnt out ruin. Half of it blasted to bits. Bodies, both pony and caribou, lay scattered across the ground, most in pieces. Big Mac walked around, horrified at the sight he was seeing. His foot hit something on the ground. Looking down, he saw the half bunt head of Mayor Mare. The Feather-Duster gag still on, but with the Feather Duster broken and the leather partly melted on her face.

Walking closer to the ruined Town Hall, He saw more burnt bodies. One of them that of Gunne, the Administrator of Ponyville. the body was twisted and burnt, one of his antlers was broken, with the other charred like a burnt tree. This was unlike anything Big Mac had ever seen. Not even when the Caribou came had their ever been such death and destruction.

It was then that Mac heard a scream and the sound of somepony running. Turning around, he saw that somepony being chased down by two of the invaders, their feet clanging on the cobblestones of the road. The pony they were after was a dark pink mare, one that Big Mac knew all too well: Cheerilee.

"Help! Anypony!" She yelled, trying to get away from the things. The invaders fired at her, but not hitting her, more like trying to make her stop.

Big Mac knew he had to help her. looking around, he saw a cart full of hay. rushing over to it, he pushed the cart into the path of the things chasing Cheerilee. The two things heard the cart speeding towards them, only having enough time to say "Ah Oh" before it hit them head on, Smashing them into a wall. the odd soldiers broke apart on impact, the cylindrical head of one of them rolling a bit.

Cheerilee turned and saw what had happened to her pressers and saw who rescued her. "Macintosh!" Cheerilee cried out as she raced to him. The teacher-mare ran into Mac's arms, crying out of fear and thankfulness.

Big Mac held her, comforting her when he heard something......

The roar of a VERY angry dragon.

The two Ponies turned and saw pieces of the invaders flying in the air, along with bouts of green flame. The yells of the mechanical invaders and the sounds of smashing and roaring was proof enough that the Attackers were in for a battle against a dragon that was once a baby before the fall.

"Sounds like Spike is having some fun." Big Mac said, "But I think it's 'bout time we get out of here."

"I agree." Cheerilee said. Soon the two ponies started to head away from the battlefield as fast as they could.

Separatist Flagship Invisible Hand: In Orbit above Epona

Dooku watched as Epona was falling to his forces.

From the bridge of The Invisible Hand, He watched as the reports from the Droid Army came in. Many minor nations on the planet were surrendering in droves after the first Droid Starfighters attacked. with in a few hours, most of the planet was now under the control of the Confederacy of Independent Systems. Yet there was still fighting in a few areas.

The Yaks north of The so-called 'Crystal Empire' refused to give in when the Droid Army landed. But try as they might, The Yaks were crushed by the invasion force.

The Zebras proved less trouble, as the Fleet had bombarded their main population centers. The Griffin Kingdoms were already near collapse because of the Caribou, so they surrendered with into a hour.

But the hardest blow was saved for Equestria, where the fighting was fierce. Droid Starfighters and bombers had struck all major cities, taking out the Caribou forces and their pony slave soldiers. The Droid Army stomping over all resistance by the Caribou. Yet the enemy had fought hard. The Caribou and the ponies that were allied to them would not surrender.

But This did not worry Dooku, for he had a few secret weapons that were already in place.

One was the fact that he already had allies on Epona: Two Months before the invasion, Dooku had sent agents to Epona to contact a few nations. The Minotaur Kingdoms, the Centaur-Gargoyle Khanate, The Empire of Nieghpon, the Ottomare Caliphate and the Germare Reich were those allies and new members of the Separatist Alliance. They were also joined by the Changeling Remnant, lead by their new Queen, Mariposa. Already, the Results were good; The western provinces of Equestria were being overrun by the Minotaurs, Centaurs and Gargoyles, while Mariposa's forces had recaptured their captial, killing every pony and caribou in it, all of them soldiers.

To the North East, Soldiers of the Germare Wehrmacht were marching down the streets of Manehatten along side the Separatist Battle Droids. Fillydelphia had fallen to an army of Kirin Samurai while The Ottomare Army was marching north, taking Dodge Junction in a large battle.

Also joining the attack was an old enemy of the Caribou race it self. Genetic cousins of the caribou known only as 'Reindeer', ruled by a Tsar or Emperor known as Ivan IX. His own warriors were also joining in the attack, their soldiers already landing on Equestria's east coast.

Even as he was watching the attack on Equestria, Dooku had two places that he was awaiting reports from, The Crystal Empire and Canterlot. Both where High Priority targets for the invasion force. Both where locations that the main target, the Crystal Heart it self, may have been placed.

It was then that Dooku felt someone enter. Dooku knew who it was. Sora Bulq, a Weequay Dark Jedi who joined Dooku in the early days of the Clone Wars. He was among Dooku's most trusted Dark Saide Adepts, other then the Dathomiri Dark Sider, Asajj Ventress. "Count Dooku," Sora said, "We have received word that The Crystal Empire's Capital has been captured. There is no sign of the Crystal Heart, but one of the captured Caribou did say that it was moved to the Equestrian Capital."

"So," Dooku mused, "They thought that by moving it to their central stronghold, they would keep it from any attackers." It appeared that the Caribou ruler had not counted on an Invasion from beyond his own planet. This it self showed to Dooku that this Dainn character was a very poor ruler and poorer strategist. He turned to Sora, "What of our attack on Canterlot?" He asked.

"Our Forces have taken parts of the lower city and the Droid Starfighters have destroyed the enemy barracks, but the Caribou and ponies are resisting." Sora reported.

"Not for long." Dooku said, knowing that his second Secret weapon was already on Epona, in Canterlot it self.

Canterlot

The City was burning.

Not even when The Changelings attacked had the capital of Equestria seen such rampant destruction. The Droid Army was marching right through with only some resistance that was being mounted by what was left of the large Garrison that guarded the city.

Most of the Caribou and Pony Royal Guards were all too busy raping mares when the Vulture Droids and Hyena Bombers attacked, targeting all guard houses, towers, armories and barracks in a sudden attack that took the city by surprise. Those that escaped were soon met with an army of droids, a lot of droids.

Yet the caribou and ponies resisted with all their might, yet the droids were too much. Hyena Bombers dived on the defenders, dropping plasma bombs on them. AATs and Hailfires fired their ordnance with wild abandon, blasting away at manors and large houses. Civilians ran in terror, heading away form the attack. yet to their surprise and terror, there were enemy forces Inside the city it self. Not only Droids that were marching out of the landing craft that were landing in the lower city it self, but from attackers from the Canterlot Station.

Just before the air attack, a group of Germare, Minotaur and Reindeer Commandos had come into the city by a train that was disguised as an slave train. The Caribou warriors at the Station were over whelmed. Also with them was a team of Ninjas from Neighpon, who were trained to attack mages. they were already inside the Upper City and were to kill the Caribou Mages and Unicorn Sorcerers.

Watching form the palace, Lord Ivangir sent orders to the commanders to fight on, even through the enemy was gaining ground. He was not one who took losing lightly. "I want more Warriors on the walls!" He yelled, "Keep those things from reaching the Palace and WHERE IS THAT STUPID PONY PRINCE!?!"

The prince he was talking about was Shining Armor, who was busy with his own problems. Leading a platoon of Royal Guard Ponies against the enemy invaders. But that was not turning out well as he had led the platoon against a Droid Vanguard; 1,232 battle droids, plus support droids, eleven MTTs and eighteen AATs. a vanguard was used to take out heavy defenses, and light defenses like Shining Armor's platoon were nothing ore then insects to it. Worse yet, it was backed up by seven Destroyer Droids and one Tri-Droid.

In short, they were screwed.

Yet Shining Armor was not one to back down. "We are Stallions!" he yelled, raising a sword, while using a shield spell to block the incoming fire. "We will NOT back down! These invaders will soon bow before our manly might! WE WILL DEFEAT THEM!"

Just as he said that, the AATs fired, striking the shield hard and causing cracks to appear on it, before it shattered. throwing Shining Armor down with enough force to cause him to break two ribs.

the Guard-stallions soon started running, only to be shot at with a few cut down by blaster fire. Some of the Guards, Unicorns, started firing back with magic bolts, which were effective against the B-1s and some what against the B-2s, but against Droidekas, they were useless because of the shields around the droids.

Shining was soon seeing that it would not be enough against the enemy attackers and decided it was a good idea to retreat. "FALL BACK!" he yelled, "HEAD BACK TO THE PALACE!" what was left of the platoon soon started running even more, heading for the protection of Canterlot Palace. As he ran. he thought he saw something on the roof, but he did not see anything else.

As he ran, he turned back to the enemy army, seeing to his horror as three large airship came into view. the odd ships soon started firing into Canterlot it self, setting houses aflame. He soon started running even faster.

The three ships that were now over Canterlot had opened fire on enemy positions. One of the three Star Frigates was the Pride of Telos, the same ship that Rainbow dash and Spitfire were on. the two Pegasi were watching as Canterlot was burning.

"By Celestia's Missing Horn!" Spitfire said, in total shock as the capital city was being over taken by the invaders. Many of the fancy houses of the Equestrian Nobility were ablaze from the attacks by the mechanical army. They saw the civilians, fleeing the battle zone, trying to get away from the chaos.

"Looks like they are having a good time down there." Rainbow said Sarcastically, wishing that all those fat nobles, namely all the stallion nobles, got killed. more importantly, that the Caribou were being killed also.

Spitfire had heard the dark sarcasm in Rainbow's remark and turned to her. She saw that Rainbow was still brooding. The Two mares had taken their collars and the Wing covers off. Their wings were mostly bare of flight feathers, which meant that they could not fly, at least, Spitfire could not fly anytime soon.

Soarin had been brutal with Rainbow Dash, not only raping her, but beating her like a punching bag. even more sadistically, he had stomped on her wings, breaking them in the process, even with the padding in the covers.

Rainbow would never be able to fly again.

Spitfire could sense the sadness and hurt in Rainbow, to not be able to fly was something that many pegasi dreaded. many who would never be able to fly, or had lost their ability do to mishap or acts of Faust, would end up in a depression and would take their own life, instead of living without flight.

Spitfire was worried about Dash, she knew that Dash loved flying, even more then loving Cider. Spitfire made a note to her self to try and keep Dash from committing Suicide.....

If they ever found away to get off the top of the ship they were on that is, and if they lived through this war.

Ivangir ran through the halls, heading for the Throne Room. He had seen now that they would lose Canterlot, and perhaps all of Equestria. Behind him were ten Elite Caribou Warriors, dressed in heavy Armor and armed with twin-bladed Battle-axes, deadly weapons that were the symbols of the Elites. The blades had small runes carved in them, making them strong against many weapons, even Unicorn Light Swords that the Equestrian Royal Guard Unicorns used before the Fall.

the group reached the door of the throne room as Ivangir opened it, ignoring the two Earth Pony Guards that stood by the door.

Inside, Dainn was busy fucking Celestia, her eyes were rolled back and her tongue was hanging out like a dog as she was being raped from behind. Twilight Sparkle and Cadence were busy playing with a two-sided dildo, acting like the whores they had become after the Fall. Luna was tied next to the throne, her body covered in sweat and semen after she was raped by Dainn. The Hate she had for Dainn and the Caribou race seemed to radiate out of those eyes of hers.

"My Lord!" Ivangir said, bowing a bit, "the City is lost, the enemy have taken most of the Lower City and are making their way through to here! We have to evacuate you and the Crystal Cock to some place safe!" Even through this, Ivangir had some doubt that there was anyplace safe from the Invaders, who had come down from the very sky it self!

"I will Not leave." Dainn said, taking his cock out of the fallen Sun Princess. "We will stay here and fight these things that dared to try to take MY Kingdom!"

It was said that the only things in the minds of male Caribou where nothing but rutting and fighting. Dainn was one such example, as he refused to see that he was losing the land that he had conquered, all his sex slaves and power were slipping out of his hands. Yet he was in denial of the fact he was losing.

"But Your Highness!" Ivangir said, already grasping that they had lost, "They are too powerful, We can't use our magic on them! HOW CAN WE WIN AGAINST MACHINES!?!"

"Looks like you have finally got what is coming to you, Dainn." someone said behind the Caribou King. Luna was staning up on her two feet, glaring at the beast that had enslaved and raped her for over an year and a half.

"SHUT UP, WHORE!" Dainn yelled, glaring at the Former Night Princess for daring to speak to him, a Male.

"NO!" She yelled, "I am not going to bow anymore! You are near defeat, yet you continue to hold on to your perverted sexual fantasy! You are blind to the fact that You will lose! You HAVE lost, but you have not accepted it yet. LOOK ON YOUR-"

She stopped when she heard something, a sound of something on the roof. Everyone else also heard it. even Twilight and Cadence had stopped their sexual act to listen to it. Yes, It was something on the roof, something walking slowly and coming closer. the foot steps sounded like that of something predatory, of a hunter, a killer.

"What is that?" Dainn said, confused as the steps came closer. the Elites were sweating, not from heat, but from fear. Everyone in the room could say that they were frighten by the foot steps as they came closer and closer..................

Then stopped.

The only sounds in the room was that of Celestia sucking Dainn's dick.

Then......

CRASH!!!!!!!

One of the Stain glass windows, one which showed Dainn's Victory over Celestia, broke apart, glass flying into the room. The beings in the room ducked as the window blew apart, Celestia screaming in terror.

Dainn turned to the area of the broken Window and what he saw was unlike anything he had seen...........

The Body of the thing was covered in some cloak, but he could see it's claw like feet. two arms, with hands that ended in six claws on each flexed. the face, if you could call it that, looked fore like a mask made from the skull of some predator.

Two Gold Reptilian eyes glared at all of them. Hate flowing out like a flood.

If Dainn had known the name of this Monster of metal that stood before them, he would have begged his Gods to save him. For this Monster had a name.

General Grievous.

Author's Note

Chapter Three is done, I hope you all like this.

Yep, the General Himself has come into the stage, Now things will get ugly for everyone as the next Chapter will have blood flow, and Spike invents recycling in Equestria as he fights the Droid Army in Ponyville.

Read and review and Rate please :pinkiehappy:

Chapter 4 (Grievous Death, Raging Dragon.)

He had been on this stupid world for only half an hour and already the Cyborg General that once was known as Qymaen jai Sheelai was having a strong dislike for the place. He would be happier if all the stupid buildings of the city known as 'Canterlot' were blasted to nothing, which was already being done by his forces. But It was the Natives that General Grievous hated. Not just the Cervidae beings that had treated females as play things, but he had a dislike for the pastle colored equines that looked like they came out of some flash animated HoloNet Kids Show!

Grievous was thinking that a Base Delta Zero was a good idea by now.

Now, he was in the throne room of one 'King Dainn', who was the ruler of one of the nations of this stupid world. Dainn was not alone, as the room was full of armed and armored guards and MORE colorful Equines, four females that had nothing on. He glared around the room at the beings, seeing that they all had the look of horror and fear on their faces. That made Grievous feel better, as he liked to see terror on the faces on his victims, before he cut them down.

Dainn was the first to regain some level of composure. "How dare You!" he said, marching over to the Cyborg monster. "You dare to break into MY palace!?" The king of the Caribou pointed his finger at Grievous, not seeing the death glare that he was getting from The Kaleesh Warlord, nor the metal hand that was slowly being raised. "I will make sure that you are turned into a lowly female and made to suck cock from one thousand warriors and-"

*Slam!*

Dainn flew a few feet and landed on his ass, with everyone in the room in shock at what had happened. It was so quick that no one had seen the fist strike the King of the Caribou. Twilight crawled over to the fallen Dainn and soon started to try and suck his penis.

"Pathetic." Grievous said, glaring at Dainn, who was now sporting a red mark on his face that was starting to bruise. "You claim to be a warrior, only to show that you are nothing more then a weak fool who make the Hutts look like saints!" Grievous turned and looked at the throne room, which looked more like a whorehouse on some Outer Rim Backwater. "Even the Hutts have better tastes then You."

Dainn soon glared at The monster before him, tears of pain in his eyes. No one had ever bested him before! This thing had dared to strike him! King of The Caribou and Conqueror of Equestria! The Monster would suffer for what it did!

"I'll Kill You!" Dainn Shouted, standing up and shoving Twilight away. Hate filled Dainn's eyes as headed for his throne and grabbed a sword from near by. The mad caribou soon rushed at Grievous, anger in his eyes. The Cyborg soon took two cyclical objects into his hands. Dainn did not see him activate the things until it was too late.

A hum came from the objects in Grievous' hands and suddenly, something slashed to sword in two. then another slash hit the one thing, other then his dick, that Dainn was proud of....his rack.

His antlers were now nothing more then smoking stubs. Dainn was horrified, as was every other caribou in the room. But they were even more scared with the two objects that the General had. They were now some odd type of weapon, with a glowing blade of light coming out of them.

"Foolish organic," Grievous said in a mocking tone, "You never faced someone with a Lightsaber before! in fact, You never even faced someone who could fight back!" The Cyborg General laugh, then coughed a bit.

"Take that monster down!" someone yelled. Grievous turned his head and saw that the other Caribou warriors were now pulling out their own weapons, four had axes while the others had swords, They all had a slight greenish glow around the blades. No doubt they were Force-Imbued weapons. Count Dooku had warned him before he landed that the natives were Force-sensitives and strong in the Force.

Good, Grievous thought, Better to fight warriors, then a fool. He soon split his arms and took took off his cloak, then grabbed two more lightsabers.

Magic and plasma clashed as the battle started. While Grievous was fighting the warriors, Ivangir had two other warriors drag Dainn out of the area. "Quick!" he said, "We need to reach the airship dock and get as far away from here as we can!"

Ivangir knew that the city was lost and that leaving was the only way to live to fight another day. He looked at the fight raging, the metal monster was slashing at the guards, who were in fact the elite of the elite, Magi-Warriors trained to fight with magic, never even rutting any female (which was one of the rules of their order), only to fight and die for the Caribou Race. They were the best warriors in the kingdom. Ivangir only hoped that they would keep the monster busy while he and Dainn escaped.

Luna hid behind the throne as she watched the fight start. The Caribou Warriors charged the beast, eight against one. The other Warriors were busy taking Dainn out of danger, also taking Celestia and Cadence with them. Luna knew they would have dragged her and Twilight out as well, but standing between the Caribou and the two mares was the metal beast.

Luna knew she had to escape, to find a way to get Twilight out with her and escape the Castle. She knew about secret passages, which was not known to the Caribou, Not even Cadence knew about them. It would be easy to take Twilight and get her out.

But it would not be so as the battle started, The Caribou's weapons clashed with those of the monster The Caribou were experts with axes and sword and the Elite Guards were well trained. Unlike other warriors, The Elite Guards were celibate, enshewing Sex for duty: that duty was to protect the Caribou King and defeat his enemies.

Both the Caribou and the metal monster fought like they were in a dance. The Monster fought with the grace and style of an expert duelist, parleying and slashing like no other, his movements were like a ballet dancers. The Caribou were more like Berserkers, but no less graceful, the ones with the axes handled them like they were an extension of their own arms.

But even they were soon to prove to be no match to the monster as he soon started to get the upper hand when she used his top arms to block two Caribou with their axes before slashing through them with the other pair, blocking an attack from behind and cutting the axe-welders in half. The two halves fell, with the upper body of the victims still alive, the cut was clean and bloodless as it was cauterized once the lightsabers cut through them.

The Monster soon pointed the two weapons down on the two dying caribou and stabbed the light blades through their heads, putting them out of their Misery.

He then jumped into the air, his blades spinning as he started coming down towards one of the caribous who was trying to block the landing with his axe, only for the Monster to land on it and soon the sound of bones breaking was heard as the metal horror crushed the warrior, blood and guts blasting out of the warrior. The Monster then turned to another warrior who was charging at him. The monster soon swung his weapons and blocked the warrior's Sword with two of them, while slashing upwards with the other two, the glowing blades going through the arms and cutting them off.

The Warrior screamed in pain and terror as his arms were cut off, which made the creature laugh, then cough.

"Your Screams are Music to my audio receptors!" the metal beast said before his cut off the head of the caribou, the Head flew through the air and landed near Luna.

The monster soon turned to the four other warriors. "You shall die like the Beasts you are!" it said, "But Know this; whne you go to the Afterlife, all shall know that It was I, General Grievous, that sent you screaming to Hell!"

the monster, Grievous, soon charged at the Caribou Warriors and the battle was joined again.

While this was happening, Luna was sneaking over to Twilight, who was bust sucking the penis of one of the Caribou that was cut in half, which disgusted Luna.

"Twilight!" Luna said in a harsh whisper as not to be heard by the combatants, "We have to get out of here!" She was trying to pry Twilight away from the dead caribou, only for Twilight to push her away.

The Battle continued and now Grievous had the upper hand. He was spinning his torso around, the lightsabers acting like the blades of some demented fan. The Caribou were standing back in horror and utter bewilderment at what was happening. Grievous was not like any enemy they had faced. this BEAST was a true monster!

Then Grievous lashed out, light blades stuck magic blades as the Caribou tried to block Grievous' strikes, but they were being pushed back.

Suddenly, one of Grievous' legs kicked out and the claw-like foot grabbed one warrior by the face and pushed it into a wall, crushing it and splattering blood and brains on the wall.

Luna was soon trying to get get Twilight away. Then Twilight soon turned her head to Luna, her eyes more like that of a sex crazed whore then the Princess of Friendship, a smile that was more for some idiot in the town center on her face. "Oh. Luna," Twilight said, her voice more like that of a lobotomized pony. "You have to get with the program, You have to bend over and take dick like the whore you should be, not some brainless and rebellious Black Collared Mare."

Luna could see it in Twilight's eyes, she was far too gone to be of any use, she was become what the Caribou wanted all mares to be; a stupid cunt. Luna decided that it was too late for Twilight and soon started heading for the secret doorway the lead to the Secret Passage.

The fight was still going on as Grievous soon took down another warrior, leaving only two. The two caribou warriors were already tiring and now they were out gunned as the two warriors only had their swords, against four lightsabers.

Suddenly, Grievous slashed at them with two of his weapons, which the two blocked, only for the other two sabers to strike, stabbing into their bellies and then slashed upwards, bisecting them and killing the two warriors.

Grievous looked down at the two bodies. It was pitiful, these enemy warriors were not as strong as any Jedi he had faced. He had expected more from them.

Grievous soon reached for a Comlink and soon contacted one of his commanders. "The Caribou King is on the run." He said, "Send my Commandos to hunt him down and locate that Stupid Crystal!" He soon turned back to the rest of the room and saw one of the King's whores humping the lower half of one of the Caribou he had cut in half/ The Cyborg general soon walked over to her, glaring at the fallen princess.

Twilight saw Grievous come her way. "May I suck your-"

Those were her last words as Grievous soon took her head off with a lightsaber, sending her to the grave.

Ponyville

Spike was angry, Spike hated the little metal things that had come into his town and took his rape toys, took HIS females, Took HIS RARITY!

He was slamming droids left and right, using his fists, his tail and his Draconian strength against the invaders. The Droids were firing their weapons, but with no effect as Dragon scales were good at protecting one against lava and also against blaster bolts.

"Spike crush metal beings! Spike strongest In Equestria!" He roared as he grabbed one B-1 battle droid and tore it in half!

"Run For It!" one B-1 screamed as he tried running, only for Spike to send a fire ball from his mouth at the Droid, blasting it to ruin.

It was then that another enemy came into the picture, AAT that was firing it's main gun at Spike, the Projectiles slamming into the Dragon. This only made him madder as he soon turned and roared and blasted out a stream of green fire at the tank. The flames only scorched the armor of the droid vehicle, which continued firing it's main gun.

Spike had enough and soon charged the tank and grabbed a hold of the main gun and with all his might, lifted the thing like a club, with the sounds of the battle droid tank crew screams crying out from inside. Spike soon saw that behind the tank was a large number of larger machines, B-2 Super Battle Droids. Spike soon decided to put his new weapon to use as she swung the AAT like a club, bashing the enemy like flies, their metal bodies flying through the air.

Just as he was going to swing again, the body of the tank suddenly exploded, struck by a blast from something, blowing the thing apart. Spike turned and saw that the tank was destroyed and soon saw what took it out

A Giant version of the B-2 droids: a ULTRA BATTLE DROID!

Spike glared at the Giant Battle Droid and soon started charging, mowing through a few other Battle Droids. He roared as he prepared his attack, crouching down and then leaping into the air,about to ponce onto the giant machine.

The B-3 Saw this and soon pull it's large arm close to it and then struck out, the arm slamming into Spike and sending the Dragon flying across the area right into The Rainbow Palace, Twilight's home, smashing through the building.

Two Droid Gunships soon started racing for it, backed up by four Hyena Bombers and soon started blasting the building. Missiles and Bombs slammed into it, blowing some the castle into bits. It building soon started falling in on it self an collapsed into ruin with Spike still inside it, flames erupting out from it.

and the Droids marched on.....

Chapter 5 (Escape from Ponyville)

Camp 12, Outside Ponyville

The smoke from Ponyville could be seen from the Interment Camp that was set up to house many of the captured ponies. The Camp it self was set up after the droids had landed, prefab huts and a ray shield fence were set up. The population of Ponyville and the near by farmlands were flowing into the camp it self, where medical droids and protocol droids were put in charge of handling their needs. Clothes were given to all females and many were being taken to the MedTent, where the medical droids tended to many.

The Mares and Stallions were being separated from each other, with the stallions under heavy guard by the Droids. The Mares were being taken to another tent, were their collars and wing binders were being removed. The medical droids were using laser scalpels to cut off the collars.

Rarity could say that she was never more glad that her collar was gone. She had willingly became a Red Collar because she had been tricked by a Traitorous mare known as Sunrise Splendor. Many of the former black collared mares still glared at her, but they were not acting on any thoughts.

One of the Red Collared mares had decried the Execution of the Caribou and their allies, saying it was against the will of Dainn.

the Red Collared mare was killed by one of the droids.

The Execution had kept many from trying to do anymore protests and also sent the message that Equestria had new masters.

Rarity had heard that the metal soldiers were known as 'Droids' and that they were part of something called the Confederacy of Independent Systems or 'Separatist Alliance'. The Droids used both names or the group they were apart of. To Rarity, both were clues to what they were. That the Droids called themselves 'separatists' meant they were some type of rebels. also that they were part of a group of independent systems was also a clue, that and the fact they had technology not seen anywhere in Epona meant that these things were not from Epona, but where in fact from Outer Space itself.

But as she also saw, many of the guards were not all Droids as among them were a few Minotaurs and to her own surprise, Equestrian Ponies that were wearing Minotaur armor. But now the armor had the symbol that the Separatists had, The Hexagon-like symbol. Rarity could guess that The Minotaurs had joined the Separatists in the attack.

Which would beg the question of how long were they on Epona?

But other questions plagued Rarity's mind, such as where was Sweetie Belle? She was still concerned for her little sister and was worried for her. Was she alright? Was she even still alive? The last time she saw Sweetie Belle was when she was being used in Flim and Flam's Sex show. The only ones who knew where she was now were now dead at the hands of the Droid Army.

Rarity was soon lead out of the MedTent with the others and was taken to a row of prefab huts. One of the Battle Droids that was escorting her soon lead to to one of the huts and had her go inside.

The inside of the hut was very spartan in style, with a table with three chairs, some type of toilet and a sink near by and three cots. sitting in the chairs were two mares that Rarity wish not to see.

"Look what the cat dragged in." Bon-Bon said with venom in her voice. Her and Lyra were also in the hut. the two were dressed like Rarity, a grayish-green jump-sit that was lose-fitting and baggy with pockets on the sleeves and chest. On the shoulder was the same CIS symbol that the droids and their allies had.

Lyra was looking down at the table, not looking at anyone while her marefriend was given Rarity a death-glare. Both had been de-collared and both looked like they had been through Tartarus.

Of course they been through hell! Rarity thought, remembering that they had been used as fuck toys for the Caribou, with Bon-Bon being classed as a purple, same with Lyra last time she heard about them.

Oddly, Bon-Bon was not acting crazy like a Purple, nor was Lyra.

Bon-Bon got up from where she was sitting and stomped over to Rarity, glaring right into the unicorn's face. "What dick did they drag you from you traitorous whore!" she yelled, anger in her face.

"How dare you!?!" Rarity yelled back, anger also flashing in her eyes. "I was tricked by those antler-headed freaks into thinking that if I was a Red-collar, that my own Sister would be safe! More to say then for you, aren't you supposed to be insane?"

"Unlike you, Whore," Bon-Bon exclaimed, "I was faking it! You on the other hand was enjoying having a penis in your cunt!"

It was then that two more ponies entered the hut, one being pushed roughly into the building while she yelled at the droid, calling it a Philistine brute. It was once the two were in the building that Rarity saw that she knew Both Ponies and wished she was somewhere else.

the one that had gotten pushed in was a dark grey Earth Pony with a black mane. the other was a white Unicorn with an electric blue mane, a white coat and sunglasses, Unlike Rarity or Lyra, she still had her horn; a sign she was among the few to escape the Caribou's grasp,

"um....." Rarity started to say before Octavia looked at her, her face wearing a mask of pure anger. the grey mare then drew her fist back and punched Rarity right in the face!

"YOU DIRTY BITCH!" was what Rarity heard before she blacked out.

Big Mac and Cheerilee were running through the streets as the metal soldiers were after them. Big Mac had cursed his luck when he had rescued Cheerilee from the ones chasing after her, he just had to run into a squad of the same invaders. Now they were running from the enemy, who were shouting orders to halt, which Mac was not going to follow.

The pair ran through side streets, roundabouts and even through now empty buildings trying to out fox the machines after them. but it seemed like around every corner, they would run into more of them!

Things were not looking good for Big Mac and Cheerilee.

The two were now hiding in an alley as ten of the mechanical invaders ran past it, not looking into the alley. Big Mac could count his lucky stars about that.

"Those...*huff* things are everywhere.*huff, huff." Cheerilee said, panting a bit from running all the time.

Big Mac turned to her, nodding in agreement. "Our best chance is gettin' out of h're." he told her.

It was a good idea. with the metallic invaders running rampant throughout town. The only problem where to run to? Big Mac would see the far off silhouette of Canterlot and could see the ships already around it. If this attack was going on here and at Canterlot, then it was happening all over Equestria! Big Mac had to get back to Sweet Apple Acres and get Apperjack and Carrot Top to come with him and Cheerilee and head away from the war-zone as fast as they could.

Cheeking for any more mechanical soldiers, the two ran out of the alley and headed for the outskirts of town. Big Mac only hoped that his home was not being attacked by the metal monsters.

The two almost reached the very edge of town when suddenly a whole group of Mechanical soldiers ran out from behind a building. one of them saw the two and yelled in it's squeaky voice "Halt in the name of the Droid Army!"

Big Mac and Cheerilee stopped and tried to turn around, only to see more of the Mechanized warriors, called 'droids' block them.

Big Mac knew that they were surrounded. He knew that the only two ways to get out was to ether surrender and be taken to an unknown fate or to go out fighting.

But then came the sound of unlikely salvation.

As the droids were moving in to take them, the sudden roar of a Caribou War Beast sounded close by. Then suddenly, said beast rammed through the group of droids blocking the way out. Big Mac looked at the rampaging animal and saw two beings on it, one was a large Caribou warrior, welding a battle axe. The other was a female pony, a yellow Pegasus with pink hair and holding one of the invader's odd weapons and using it.

The Pegasus blasted out bolts of light against the Droids, scattering them and taking down five of the metal fiends.

"Hurry and get on!" The weapon holding Pegasus yelled.

Big Mac and Cheerilee did not need to be told twice as they ran to the War Beast. Bolts flying as the droids that survived The Beast's attack. Big Mac climbed on fast and soon took Cheerilee by her arms and lifted her up onto the war mount.

It was then that Big Mach saw his rescuers, The Pegasus was no other then Fluttershy herself, her red wing binders were not on her, but in the hands of the Caribou Warrior, who Big Mac identified as Thungrox, the mute warrior who was Fluttershy's master.

The Wing binders in his hands were smoking as he tossed them at the droids, the turned the War beast away at top speed, which was about as fast as a Pegasus in flight.

Big Mac could hear one of the droid say "Uh, Oh." before the sound of something blowing up sounded behind them. Turning, Big Mac saw a blast going up and the remains of the droids flying through the air. the upper half of a Droid was still in the air as it screamed "SOMEBODY EXECUTE ORDER 911!" before it fell back to the ground.

"You saved us!" Big Mac exclaimed, not knowing whether to be glad or worried that he was saved by a caribou warrior and a red collar. But then this was Fluttershy he was talking about and even when she became a red collar, she still tried to be the same Fluttershy she was, but what ever the Caribou warriors that took Canterlot did to her had changed her, but yet right now, she was not acting like the Bestiality loving whore that the caribou made her to be.

Also Thungrox was not like any of the other Caribou. in fact he seemed not only to like Fluttershy, but seemed to be in love. Even the now dead Gunne had told Big Mac once that he never saw Thungrox smile at any female before.

It was then that the caribou warrior used his hand to signal Fluttershy. "Mr. Thungrox said we have to leave now!" The yellow Pegasus mare yelled. "More of those things will be after us!"

"What about my Sis?" Big Mac exclaimed, "We have to get her out before them metal varmints get her!"

Thungrox had heard him and did a sight kick to one side of the beast, directing it to turn and head for Sweet Apple Acres as fast as possible.

Fluttershy turned to the two. "me and Thungrox were busy with stocking up feed for the other females when we started to hear the blasts and saw one of the strange flying things land outside the beast farm." she said, "We had no time to get the others before those things started marching out and firing their odd things."

"What of the other mares?" Cheerilee asked.

"We couldn't get to them in time." Fluttershy said, "They were already at the slave stables and they were already taking the black collars But......" She hesitated a bit, tears in her eyes. "The things took the purple collars and...and."

The yellow mare started crying softly. Big mac did not need to ask as he had guessed what the droids did to the Purple Collared Mares.

They killed them

Cheerilee was looking back at Ponyville, smoke rising from many buildings and the sound of battle still going on. Tears in her eyes as she knew that many ponies that she once called friends and students would be captured or dead at the metallic hands of the Droid invaders.

"We can't go back home ever again." she said, burying her face into Big Mac's Shoulder and crying.

It was at that moment when Thungrox had stopped the War Beast. Big Mac was about to ask him why when he saw the reason.

One of the Large landing craft was sitting in the field next to the Barn-house, Droids already marching around with a group of the Metallic fiends heading straight for his home!

Author's Note

Next time:

SWEET APPLE MASSACRE!

Chapter 6 (Sweet Apple Massacre!)

Applejack was now in the cellar of her house, along with Carrot Top. Hiding from what was now outside in the fields. Hiding from the unknown that had come to Equestria.....

Hiding from being captured again.

Applejack still remembered the Caribou invasion, when she was overpowered by the invaders, stripped, collared, humiliated and then raped by one of the High lords, Ivangir. She still remembered crying after she was returned to her brother. Remembering trying to kill herself after discovering that her little sister, Applebloom, was taken by the Caribou and was being used by those damn unicorns, Flim and Flam.

Now she was seeing a new invasion, by unknown forces that might as well be even worse then the Caribou.

Her brother had gone out to try and see if he could rescue anyone. After he had left, she decided to prepare for the worse cause and had asked Carrot Top to start getting things ready for all of them to leave when her brother came back.

It was not a idea she liked; being force to leave Sweet Apple Acres, her birthplace, her Home. She hated the very idea for being forced to run away from her home and perhaps not coming back ever again. The very idea scared her, Scared her more then anything the Caribou ever done.

She had been in the process of packing a few food items when she heard Carrot Top scream out her name. Applejack ran over to where she was and saw her point out the window, a look of horror on her face. Applejack looked out the same window and saw what had scared the poor pony.

One of the odd flying vehicles was landing just a few feet from the house!

Applejack first had to go to the main barn, where a few purple collars that were given to Big Mac by Gunne were kept. She unlocked the master lock and let the purples lose. Then she took Carrot Top by the Arm and raced into the Cellar, where they were hiding in now.

Outside, Applejack could hear the sounds of the Purples screeching and laughing and the sound of metal being hit and the odd 'Pew pew" sound that she did not know. Applejack soon saw a small window and decided to see out of it. walking quietly, Applejack peaked through it and saw what she could only call a Massacre on both sides.

The Purples were going berserk on a group of strange metallic beings. The mad mares were poncing on some of them, trying to rip them apart, only to be taken out by strange red bolts of light that hit them, leaving only smoking holes in them.

One of the Purple collars, a mare only known as Screw-lose, was shaking her head, holding an arm of one of the strange beings in her mouth when she was hit with the red light bolts. the poor mare fell down, slayed by the odd invaders. It was then that Applejack saw the thing that had killed the Purple collared mare.

The thing was standing on three claw-like legs that were connected to it's roundish lower body. The upper half reminded Applejack of a Cobra's hooded head or a praying mantis. the arms did not have hands, but two odd looking things that were smoking after it had shot Screw-lose with the red light bolts. It stood there for a second and then curled up into a wheel and then rolled away, much to her shock.

"A.J?" Carrot Top asked, her voice full of fear. "W--w-what is going on?" tears were forming in her eyes as she looked at Applejack. fear showing in them.

Applejack was about to answer when she hear the sound of the front door being opened violently and the sound of footsteps, Metallic foot steps, on the floor. strange sounding voices sounded from outside in the living room, much to Applejack's horror.

They were inside the house!

"Quick! Hide!" she hissed to Carrot Top as she quietly ran to a stack of boxes and went behind them. Carrot ran to a corner area next to an old stove.

Above, Applejack could hear the voices come close to the cellar door. They did not sound like any pony or caribou, in fact the voices did not sound like anything she had ever heard.

It was then that the Cellar door opened with a bang! the door itself being knocked out of the door-frame and falling down into the cellar. Light was coming in from the upstairs as she heard the sound of heavy metallic footsteps starting to come down. Applejack peeked out from behind the boxes and saw the shadow of something coming own the stairs and then the thing.

It was a large bulky being, grayish in color with it's right arm in a 'fist pump' position. it looked larger then a full grown caribou or even Big Mac. the thing looked to be made entirety out of metal! It was unlike anything she had heard about or seen, not even Lyra's stories of those 'hu-mons' that were said to live at the cursed Mount Kam-Geddo were like this thing.

It was followed by another metal being much like it. "Cheek in the corners and behind everything for any ponies." it said in a monotone mechanical voice.

"Roger, Roger." the second one answered as it started to head for the corner where Carrot Top was hiding.

Suddenly, the poo mare bolted out, screaming in fear at the metal being and trying to run from it, only for it to turn and fire a blue ring of what she thought was magic at her from it's now outstretched right arm. She fell to the floor and did not get up.

"Carrot Top!" Applejack Screamed, which was her mistake as the two metal beings now turned to her, one of them now pointing its Arm-weapon at her.

"Don't move." it said, approaching her.

It was then that Applejack started seeing not a metal thing, but in her mind, it was Ivangir, the very Caribou who she hated above all, save for Dainn. He was the one that stole her virginity, that made her walk in that damned military Parade that proclaimed 'victory' for the Caribou. Her mind replayed everything, the brutal gangrapes, the humiliation, the pain of penises being forced into her pussy and anal hole.

Something with her Applejack finally snapped!

CD-6179 hated this.

Even for a Battle Droid there were times that one would dislike their lot in life, even if it was part of their programing. For See-Dee, it was the mundane task of being a commander. Namely being in command of a bunch of over sized mis-programmed idiots.

And it was not his type; The B-1 Battle Droids he was talking about, it was the B-2 Supers.

Sure he and his fellow B-1s were not the brightest droids in the known Galaxy, but the B-2s were nothing but brawn over brains. They did not listen to orders of B-1 commanders, thinking them inferior. They had the bad habit of bowling down other droids, not understanding tactics and just plain rude.

And he was here, commanding ten of them, well, nine as one of them was taken down by one of the female equines with a purple collar. In fact over 12 droids were destroyed by the crazed natives before they were put down as directed by the Central Control Computer on the Lucrehulk -class Droid Control Ship Stockbroker and by orders of Count Dooku and General Grievous.

Yet he was also thinking why would the purple collared equines be lose? Intel stated that the purple collared females were mostly kept in cages, pins or on leashes all of the time because they were totally insane and them getting out by themselves was impossible as their mental state was that of a very young organic. So they had to have been let out, which meant that the being who let them out was still somewhere in the area of the farm they had landed in.

See-Dee, three fellow B-1s and four B-2s had now entered the structure, which seemed to be a dwelling for the Equines. The main habitation room seemed to have a lot of furnishing and a lot of pictures and paintings, most of them pictures and paintings of some odd red fruit that was native to the planet.

Did they have some odd fruit fetish or something?

While he was looking at the pictures, two of the Supers had knocked down a door that lead to the cellar. It was then that See-Dee's Audio Receptors picked up the sounds of a blaster being fired and the sound of something hitting the floor. No doubt the B-2s had captured an equine that had hidden in the cellar.

Then came the sound of something screaming and them the sound of something being smashed.

"What was that?" one of the other B-1s asked.

Then suddenly, one of the B-2s that went to the Cellar flew out, screaming before hitting a wall and landing in it's ass. A Large hole in it's armored torso.

"What the-" See-Dee started to say as the damaged B-2 was trying to get up. Suddenly something bolted out of the cellar, yelling and screaming.

If he didn't know better, See-Dee would have thought that it was a Wookiee.

The blur rushed to the fallen Super Battle Droid and in one swift motion, lifted it up and then ripped it in to two!

See-Dee then saw that the thing was a female Equine, one with a red collar on it's neck, yet it was very muscular and had the shape of a warrior female. The brownish-orange colored female had a look of total anger and hate on it's face.

The two other B-2s turned and raised their arm blasters, only for the female to turn towards them and tossed the two halves of the destroyed Super Battle Droid at them, felling them before leaping on them and then punching through their armored bodies and ripping out vial parts.

"RUN FOR IT!" one of the other B-1s yelled, rushing out with the others as the equine turned at them, her eyes blazing with unholy flames.

The last thing See-Dee saw was the angered Equine punching right through his own body, before he deactivated forever.

Applejack saw nothing but red.

She had never felt anger like this in her life. Not even when the Flim-Flam brothers tried to takeover Sweet Apple Acres or when Starlight took her cutie mark had she felt such anger and hate as she was feeling now. Even as she was attacking and ripping the metal beings apart, all she saw were the faces of Ivangir, Dainn and The Flim-Flams.

This was pure hate.

She ran outside the house after destroying one of the thinner metal beings, encountering a lot more heading her way. She did not care as she was in a berserker mode. Her anger fueled by the horror of he rape by Ivangir, the humiliation of being forced to suck Dainn's dick and the disgust at seeing what the Flim-Flams did to her own sister!

She would kill them all! But She would start with these things that invaded her farm!

She charged right into the metal beings, grabbing one by the arm and swinging it like a bat while it screamed in terror. the metal beings were firing their strange weapons, trying to hit her. The shots kept missing her as she started tearing through more of the things, punching through many, ripping them apart.

In her mind, it was Ivangir, Dainn, Shining Armor and all the other sick monsters that dared to claim to be males. She would rip those bastards apart, along with those traitors like Rarity and Candace and all others who bows to the Caribou.

She was in such a battle rage that she failed to see one of the rolling metal things uncurled and aiming its arm weapons at her. It fired.

The powerful blasts stuck her right leg hard, blasting the lower part of it to bits and leaving a burnt stump were her knee would have been.

Applejack fell on her rear, the pain from her leg being blown off returned her to reality and to a world of pain. She screamed like a feral horse, holding her damaged leg. Her shin was totally gone and the knee was now a cauterized stump.

Applejack looked up, fear and pain her her face as the metal beings advanced on her, weapons aimed at her. She knew that they were going to KILL her!

This was the end of her life.

Suddenly it was stopped

"LEAVE MY SISTER ALONE!"

One of the metallic soldiers turned and got a punishing punch, knocking it's head off, while blaster bolts started flying at them and striking a few as the metal beings fired back, only to get attacked by the two beings the her ripping through them.

Through the tears of pain, Applejack could see who it was that had come to her rescue.

Fluttershy and Cheerilee were holding the weapons that the enemy had, using them to blast the mechanical monsters left and right while the large Caribou warrior, Thungrox, was swinging a battle ax, chopping thought the invaders like trees.

But it was the one that Applejack saw that made her have hope again as Big Mac was fighting the metal beings, punching and kicking and ripping them to shreds, tying to get through to Applejack, which was not as hard as it sounded as pieces of the metal beings flew everywhere.

Soon enough, the last of the metallic fiends had been disposed of and Big mac went over to his fallen sister. "You ok, Sis?" the Big Stallion asked.

"C-Carrot Top....in cellar." She said, trying to speak through the pain.

Thungrox had heard her and went into the house. a few seconds later he came out with the Body of Carrot Top as Fluttershy came rushing over and checked on it, feeling for a pulse and turning to the others.

"She is only knocked out!" Fluttershy said.

"We need to get out of here!" Cheerilee said, pointing over to the direction of Ponyville, "There are more of those bloody Droids heading this way!"

"Then lets be on our way then." Big Mac said, holding Applejack in his arms as he raced to where the War Beast was.

Applejack was still in Big Mac's arms as they rode off from what was once their home. the sound of the clanking of metal feet as more of those things, 'Droids' Cheerilee had called them, were marching in the road towards the farm. Turning her head to where they were going, Applejack saw smoke rising from the right side of them and they were heading into an area that was not on fire.....

An area of the dreaded Everfree Forest, now seemingly the only safe place in Equestria.

Invisible Hand

The report that had just came in was something that Dooku had been waiting for.

Before the invasion had started, his allies had spies in Equestria to find out more about the effects of the Crystal itself, mainly on other races. From what a few on Epona had told his agents, it seemed that the Crystal mainly effected equine, such as Unicorns, Pegasi, Earth Ponies and Zebras. Changelings were not as much effected by the Crystal save for it acting like a mild poison as the insectoid creatures feed on love, with lust being a bit toxic to them. a race known as Donkeys were not even effected by the Crystal. The Corruption that was used with the Crystal also had no effect on those that were strong willed among the ponies. It did have a slight effect on Griffins.

He had also had his agents take a few 'Corruption Crystals', slivers of the Crystal itself and captured by his agents when the Invasion started, to test on a few POWs, three clones, two Republic Spies (a Bith and a Falleen) and a captured Jedi Knight. No effect on them what so ever. Which was good news to Dooku.

he was already planning on sending another person down to the planet and she was already on her way down in her Ginivex- class Starfighter. Dooku had even her orders to get rid of one pest on the planet that had not go. The Force Shield user: Shining Armor.

"LET GO OF ME YOU DAMNED BUCKETS OF SCRAP!" the young filly screamed as the two Droids were dragging her away from the Bordello that was now being turned into a bloodbath.

Apple Bloom was struggling to escape the grasp of these weird beings that had landed in her hometown and had blasted a good part of it into ruin.

The two perverted bastards, Flim and Flam, had taken her to Pinkie's Bordello to be 'used' by 'costumers' . In short, to be raped and molested by the perverted monsters that helped the Caribou take over Equestria.

Then these things came and they were dragging her off to who knows where and what she was seeing would scar any foal for life.

The metal beings were rounding up caribou and stallions, some of the stallions were being taken somewhere while teh rest, along with the Caribou males, were being killed, blasted by bolts of light. The Caribou cows were also being killed, along with a few females.

Mr. Cake was being dragged off, tears of grief and anger flowed from his eyes.

"YOU BASTARDS!" He was yelling, trying to break free from the grip of the mechanical things, "YOU KILLED HER! YOU KILLED MY WIFE!!!!!!"

The two beings holding Apple Bloom stopped a bit, this was the chance Apple Bloom needed as she soon kicked at the metal legs of the alien beings. The two fell down, letting go of the little filly and she ran, heading back up stairs to the room she knew that Sweetie Bell had to be in.

She raced to the very door, the sound of metal feet behind her and the mechanical voices trying to make her stop. She reached the door and kicked it open before racing into the room.

What she saw made her stop.

Hanging on a rope, was the body of Sweetie Bell, dead.

The young filly had taken her own life.

Apple Bloom just stood there in utter shock and horror. One of her Best Friends; dead.

Author's Note

Yep, I killed off Sweetie Bell now, by suicide.

Next we return to Canterlot as Dainn and his group face off against Manga Guards and Droid Commandoes while Shining Armor faces Dooku's most lethal assassin: Asajj Ventress!

Welcome to the Second Fall of Equestria.

Prologue and Chapter 1 (A long Time Ago in a Galaxy Far, Far Way....)

From History of Epona, Volume 17, by Spike Sparkle

Perhaps it was a mistake that we thought we were the most powerful race on Epona, forgetting that Faust, She of Many Races, made all the races of our world. But yet it was the arrogance of everypony that made us blind not only to our own short-slightness, but to the our own inequality. Equestria it self had been dominated by Mares in every aspect of life, ever since it's founding many thousands of years ago. This had caused resentment among many Stallions who saw the females as pulling the strings. Around the last three decades of Celestia's reign, a few groups of males plotted and planned to overthrow the Government, yet they were not strong enough. That soon changed as they would soon get help from a race that was just like them.

The Caribou came into the known world from the Northern Reaches, far from the area that was once the Crystal Empire. They first came to the Crystal Empire, starting their conquest when they somehow contacted Discord and got him to give them power to enslave the Crystal Empire, brainwashing Shining Armor and Princess Cadence, Taking control of the Crystal Heart, the caribou, under the rule of King Dainn, then turned to Equestria, corrupting ponies until they were ready.

By the time Equestria found out the caribou had invaded, they were already inside our land. striking at the time of the Spring Planting Festival, taking over whole cities, enslaving mares and turning them into sex slaves. the Elements of Harmony were captured and each were raped by the invaders. Celestia and Luna also fell to Dainn's Forces, turned into his personal slaves.

Equestria was soon turned into a large Whore House, everything was turned into some sick and twisted sexual fantasy. Stallions were brainwashed or threatened into abusing mares. a few mares and uncorrupted stallions escaped away from Equestria. some went to the Zebra Lands to try to go to Saddle Arabia, only to end up in the Zebra Slave Trade. other went to Eagleland, where they and the Griffins fought against Caribou invaders there.

Yet while the caribou believed they were now the masters of everything, Using and abusing mares, turning stallions into male chauvinists and even making the sun and moon move by them selves. But yet they were ignorant of things that were beyond their knowledge.

The Crystal Heart (back then known as the Crystal Cock) was what had protected the Crystal Empire from attack, until a unicorn known as Sombra took over the Empire, using strange dark magic to enslave the Crystal Ponies, using them to mine gems and crystals to be sent somewhere unknown. He corrupted the Crystal Heart to increase his own powers. It was Celestia and Luna who defeated him, sealing him away for a thousand years before he was totally defeated by Princess Cadence and myself.

But we would later discover a secret about him, about how he took over the Crystal Empire and why the Crystal Heart was corrupted easily by him and later on by Dainn. He had another title, a title that would cause dread when the races of Equestria would discover it.........

Darth Sombra, Dark Lord of the Sith

What was to come was to be the start of one of the most terrible periods in Epona's History. It would all start when Dainn corrupted the Crystal Heart, unknowingly awakening the Dark Side taint that was in it, which was felt by another Sith Lord........

Coruscant, Year Two of the Clone Wars

The Jewel of the Core, Coruscant was the bright Capital of the Galactic Republic. the Planet was covered with urban sprawl, the product of tens of thousands of years of civilization. In the daylight, the surface shined from the metal and transparisteel of the many buildings on the planet, at night it glowed with the light of Civilization.

Yet even here, there was darkness.

Some areas, such as the Underlevels, never saw the sun and were dark all the time. But there were some areas that appeared darker then normal. This was the case for an area of Coruscant known as 'The Works', a large industrial area located in the Dacho District. It was an immense manufacturing center for many companies, who would later abandon the planet for cheap labor and off-world facilities. Most of the area was now in ruins, falling apart thanks to urban developers, who released stone mites, duracrete slugs, and conduit worms into The Works, in an attempt to clear the area out so it could be purchased and refurbished. It was now home to smugglers, squatters, death stick runners, malfunctioning droids, gangsters, undocumented refugees, and Cthons.

Perfect as a meeting place for two Sith Lords.

The largest building in the area was the LiMerge Building, once the Headquarters of LiMerge Power Company. It's Republic Boutique Architecture dominated the skyline like a dark tower on some primitive world. Some even said that the building radiated dark side energy. Some even claimed that it was built to look like a Sith Temple, like the ruins on Korriban.

This suited Darth Sidious perfectly. The building had tunnels under it, which he used to get from the Works to 500 Republica and the Senate office buildings, where the galaxy knew him as Supreme Chancellor Sheev Palpatine, who was beloved by the beings of the Galactic Republic, leading it against the threat of the Separatists, with many in the galaxy not knowing that he was planning on destroying the Republic. Something Sidious always thought was ironic.

Such was the way of the universe.

Yet Sidious was not thinking about irony, but looking intently on the holomap which floated in front of him. the map was projected from a small pyramidal device, a Sith Holocron that once belonged to Darth Sombra one thousand years ago. the Holocron was brought from Epona by Sombra's Apprentice, The Shistavanen Sith, Darth Dentem. In the Holocron was the location of a powerful Sith artifact, one that could be of use to his plans to overthrow the Republic and Destroy the Jedi Order.

A beeping noise caught his attention, a beacon from a ship that had entered the hanger in the building, as he expected..

The Ship that had entered the building was a Geonosian Punworcca 116-class Interstellar Sloop, otherwise known as a Solar Sailer. Sidious knew who was on it. His own apprentice, Darth Tyranus, known to the galaxy as Count Dooku, leader of the Confederacy of Independent Systems.

Once the ship landed, a door opened up as a ramp lowered to the floor. Count Dooku stepped out of his ship, walking down the ramp and walked towards where his Master was.

Sidious did not turn around, instead more focused on the map as Dooku entered the room, bowing in a military manner. "You have summoned me, Master?" he said.

the Dark Lord of the Sith did not turn, but beckoned Dooku over to his side. Dooku walked over, viewing the red colored holomap with some curiosity. He noticed that it was coming from the Sith Holocron.

"Behold, Lord Tyranus, The Holocron of Death Sombra." He said, pointing to it. "Recovered by his own apprentice after his disappearance on Epona thousands of years ago."

Dooku turned to his master. "I believe I never heard of this lord Sombra before." he said. wondering about this mysterious Sith Lord.

Sidious turned from the holomap. "He was a inhabitant of the planet Epona in the Unknown Regions." he said, "Thousands of Years ago, he was discovered and trained by Darth Rexis, a powerful Sith in his own right. Sombra was trained in the ways of the Sith, becoming very powerful, even after the death of his master at the hands of a mysterious being known as the 'warrior of light'. After that, Sombra went back to his homeworld and soon planned to take over one of the nations there, a small nation mislabeled 'Crystal Empire'."

"Why would he want to conquer a small nation?" Dooku asked. It was then that Sidious reached into his robes and pulled out a small blue crystal. Dooku could feel the Force radiate out of it like heat from a oven.

"These Crystals are common in the area of the Crystal Empire." Sidious said, "They are imbued with the Force and are perfect as focusing crystals for lightsabers. Yet it was one Crystal, one that was strong with the Force, that Sombra wanted for him self. It is known as the Crystal Heart."

Sidious turned back to the holomap, looking at an area on it, which was a sector of the Unknown Regions near Chiss Space. the Dark Lord continued his story "Just before his disappearance, he tainted the Crystal Heart with Dark Side energy, It was so that anyone who found it would cause it to be tracked by this map in his Holocron, intuned with the taint in the Crystal Heart." He then smiled, grinning evilly, "It Seemed that someone has found it and foolishly used it for foolish means."

"What do you mean?" Dooku asked.

"Before I summoned you here, I sent a few probes into this area of the Unknown Regions," Sidious said, pointing to a glowing spot on the map, "the probes found the world that is shown on the Map, Epona it self. They also discovered something else." The Dark Lord of the Sith turned and walked over to a holoprojector. he turned it on and it showed a small town, but it was not like any town in the Galaxy.

It looked more like a Red Light District in some Outer Rim backwater. Female beings, resembling some type of equine hoofed mammal, were wearing collars and being made to walk on all fours. Others were locked in stocks, with males or their own kind or others, who had antlers on their heads, rutted them with wild abandon, sexual fluids gushing like like water.

"Disgusting." Dooku said, sicked by the sight.

"It is sickening," Sidious said, "Yet it was the antlered ones, known as 'caribou' that caused the Crystal Heart to send out the pulse of Dark Side energy." he soon turned to Dooku, "The Ponies had blocked the Dark Side pulse with their own force powers, not knowing of the taint, yet the Caribou came, launching an invasion of the Crystal Empire and another nation, known as Equestria. They took control, using their own Force Powers to brainwash the male ponies and corrupted the Crystal Heart to help in their Corruption of The Ponies. Yet it was their use of the Dark Side that made the taint that was already in the Crystal that caused the Pulse to be picked up by Sombra's Holocron."

Sidious soon turned to the map again, "This would be a good advantage for us."

Dooku turned to his master, "It would?"

Sidious turned to his apprentice. "Yes," he said, "The Crystal it self is powerful and could be of use to us, so will the ponies of Epona."

Dooku soon got what his master was planning. "You want me to take the Crystal from them and make the Ponies our servants?" he asked.

"Yes, For they can be a great asset to the war." Sidious said, Turning back to the map, staring at the pinpoint that was Epona. "Send your droids to the planet and take it over. Kill all who oppose your forces and kill the Caribou leader, then bring back the Crystal."

"Who should I send to command our forces?" Dooku asked.

"Sidious turned and grinned "I think you know who would be the one ruthless enough to crush the Caribou."

Canterlot, Equestria, Planet Epona. Night

The Screams filled the night as they had for the last few hours now from the dungeons under the palace of King Dainn, High Ruler of the Caribou Empire, Conquer of Equestria, rapist of the Sun and Moon, enslaver of Mares.

The two guards at the cell door had the poor job of guarding prisoner that was locked in the jail cell.

"Can't that stupid deer shut up for once?!?" One of the Guards yelled over the Screaming. His partner, a Earth Pony Stallion was holding his ears trying to block out the noise of the imprisoned White-Tail Deer Druid.

Dranthomanx was a Druid from White Tail Forest, which, unlike the rest of Equestria, was not corrupted by the Caribou or even conquered by them. The White-Tails kept the Caribou at bay and it appeared that they would not be taken by the new masters of the Known World. But Dranthomanx had come out of the Forest and preached against The rule of the caribou, proclaiming that Dainn would be destroyed and burn in Tartarus. He had been captured and thrown into jail, until the day of his hanging, by Dainn's order

"I don't know about you, but I am going to make him shut up!" the Earth Pony yelled, turning to the door and using the key to open it. the other guard, a Caribou Warrior, followed.

on The floor, Danthomanx lay, turning and withering on the cold stone, mumbling and babbling some stuff. "Metal warriors....darkness.....death from above."

"what in the name of Dainn's antlers is this bastard talking about?" the caribou said, confused by the babbling of the crazed druid.

"Beware! Beware! Beware Grievous!" the druid screamed, squirming like a worm, his eyes wide in horror.

"Hey, Druid!" The Earth Pony Guard yelled, raising his spear to hit the white-tail "Shut your damn, stupid.......DAINN'S BALLS!" The Earth Pony Guard dropped his spear in terror as the druid's eyes suddenly started glowing! Soon the body of the Druid flew into the air and floated over the floor, arms spread out, his mouth opened with a loud scream coming out. loud enough to be heard all across the world.

"THEY SHALL COME!" Danthomanx said, with the voice of thousands of souls. THEY COME FOR THE CRYSTAL! WAR SHALL COME FROM THE STARS TO END EQUESTRIA AND THE WORLD! DARKNESS SHALL RISE AND CRUSH HOPE WITH THE FEET OF METAL WARRIORS AND THE SITH SHALL RULE EPONA ONCE MOREEEEEEEEEEEEEEEEEEEEEEEE!!!!!!!!!!!!!!!!!!! The Druid stopped as blood started flooding out of his mouth as he fell to the floor, dead.

The Two guards ran out of the cell in terror.

Author's Note

Dentem is Latin for fang or tooth