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.