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