First of all, I ought to explain before you go any further. This collaboration was a project I was drafted into to give it my trademark UMPFH.
Riddles is a great editor and ideas guy, he knew the characters and began the project, he's the one who kept me true to their characters (its an AU story) and gave the baseline of what would be a good idea to write.
The clop is mostly from me, with slight edits here and there when small improvements could be made. Not trying to cut down his part into all of this, just letting you know that this, for the most part, is typical me with what you've come to expect.

Now, as for the characters. What is this?
Queen Abraxo, as stated before, is an AU story of Littlepip crowning herself Queen of the wasteland and takes the name the Abraxo Queen for cleaning it of filth, as I understand.
Nurse Feelgood is Velvet Remedy, Littlepip's favourite mare in the wasteland - and her harem of willing mares.

What you are about to read is based off of this: Link (Pastebin "directory")
Enjoy!
Original G.doc link here, for those who would rather read it on G.docs: Link

As I sat in my throne room digesting the events of the day, the dimmed lights and gentle murmuring in the room soothed me. The execution of that belligerent Security pony from Hoofington had gone perfect, even if she had not begged for her life in the end. My plans for the rest of Equestria and General Sparkle~Cola would soon come to fruition as well.

After the execution, I made a short speech to to my subjects, many of the survivors of the battle with Security’s forces were present. I decreed we would continue our fight and cleanse this Wasteland, and my people cheered. But in order to complete our campaign, lost soldiers would need to be replaced, tactical advantages assured with surplus numbers.

Suddenly two ponies, stallions no less, broke from the crowd. I readied myself to counterattack if they showed themselves to be assassins. My guards moved to intercept, but instead they threw themselves to the ground before me and pleaded. “Give us a chance!” They cried, “Let us serve you!” They begged.

I had just lost members of my royal guard to Security’s officers and so needed replacements. I remembered glimpses of these two soldiers in the midst of the battle, they were strong, talented, loyal; but they were male.

I told them that if they were truly loyal and wished to serve me then they must surrender themselves to my chief alchemist so that they may be perfected, and then brought to me to swear fealty. They joyously agreed, showering me with praise and worship while two of my guards escorted them away.

In hindsight, I was rather pleased with my decision to accept them, their strong wills allowed them to survive the surgery and begin their service immediately. One became a member of my royal Throne Guard, a brown maned unicorn mare with a pale green coat and brilliant amber eyes; the other joined the Harem Guard, a deep violet earth pony mare with a blazing red mane and a coy twinkle in her eye.

I breathed out a sigh of contentment and looked down, both of my new guards eagerly pressed their dampened muzzles into my crotch, vying for space to please me with their tongues. The two of them gently licked, sucked and penetrated my holy passage as I rested; they were both playful and respectful as they performed their first duty. I ran a hoof over one of their manes and smiled, the mare let out a pleased moan as she continued to swear her allegiance. Such a glorious feeling it was to command the love and respect of one's’ subjects, especially ones so eager.

So eager in fact, that I had begun to bite my lower lip in anticipation of cresting, both of my new mares squealed with joy as their muzzles were freshly covered by my juices. I sighed again, and enjoyed my afterglow as my two wonderful new servants cleaned me before extricating themselves to await their next order. I smiled and congratulated them on committing their service to me. They gratefully excused themselves to hurry off to a nearby love pillow and lustfully play with each other. My gift to the faithful; to spend a night in my harem to fulfill their desires.

My gaze fell upon the lavish central bed that had been rolled out into my throne room, laying on it was my beautiful Songbird, such a lovely and submissive consort. I understood her reluctance as she preferred stallions, but she also understood her place. Another of my mares had placed her mouth between her legs to help ease her into a mood. Her creased brow betrayed the state of her pleasure as she resisted crying out, holding a hoof over her muzzle.

“Enough,” I decreed. “Your Queen is ready to bed her consort.”

The mare between her legs obeyed my command and removed herself, bowing in my direction while backstepping. She moved away only to be intercepted by another of my throne guards, an Earth pony mare with a prosthetic for leg, back hoof and a cybernetic eye; one of my veterans. She was quite possibly my most powerful of my personal guard, no matter how much punishment she took she never went down. The mare retreating stopped and submitted to the large guards’ advances, falling into another love pillow to the firm press of of her flesh and blood hoof.

I approached the central bed with a smile, my favored consort, Nurse Feelgood watching me. Gracefully climbing atop the bed I lay myself between her hooves on her silky charcoal chest and placed my lips on hers. So soft and smooth they were, sheltered from the harsh environment of the wasteland I had yet to cleanse.

She obediently reciprocated to my tender caressing and whispered my name between breaths, the smell of her was more intoxicating than the Mintals I had once found solace in. Our tongues danced together, mine leading while her’s followed. My mouth disengaged from hers with a gentle sucking of my consorts’ lips; a long strand of saliva trailed from my tongue to her lip. She breathed heavily, staring back into my eyes as I smiled at her.

Next I nibbled along her smooth jaw line and trailed my nose across her neck, once again admiring her smell. It was warm and soothing, the careful washings from my chief alchemist’s Abraxo soaps she received kept her clean from the wasteland. But there was another smell, a tinge of musk, she had begun to sweat from my harem mare preparing her and my own advances. The two smells mixing together was amazing, I could feel myself becoming drunk with lust for my favored Nurse.

The nuzzling became kissing again and I trailed down her silky body until I reached her nethers, the new aroma from her own excitement was pungent now and my lust only grew in strength. My tentative lick was met with shudders and a gasp, Nurse Feelgood trembled beneath me.

“Littlepip… My Queen.” She whispered in ecstatic tones.

Hearing my name called out excited me further and I pressed my nose to her silky wet lips, inhaling deeply. My own nethers stirred in response and I playfully licked at her pink folds, eliciting more gasps and moans of pleasure. Gently running my tongue along the outside in a teasing motion, I made my way over to her most sensitive nub before flicking it softly, causing my favorite Nurse, to writhe from sudden sensation. Her hips bucked slightly and her flanks pushed upwards, inviting me better access to her now heavily winking passage.

The tender walls pulsating and pushing out their silky lubricant, begging to be enjoyed. Slowly my tongue slid along those inner walls, tasting every inch of her. Definitely better than mintals, I told myself as I dug deeper inside. Deciding to reward my little Nurse Feelgood, I pushed my tongue into her even deeper and curled it around to stroke the roof of her passage, forcing a series of gasps from her delicate mouth.

Driven by her sweet moans of delight I pressed my lips closed against her wondrous love, squeezing messily upon her clitoris as it stood firm from her excitement. Suckling upon the erect nub caused a scream of delight from the submissive mare as she struggled below me, involuntarily thrashing and bucking her lips as I worked her deeper with my tongue.
Grabbing hold of her in my magic, I forced her into place with no room to move and began to apply more pressure to every motion as I rubbed a free hoof along the inside of her thigh.
Now with her screams for sweet mercy calling loudly despite her subservient nature, I knew I had her under my total command.

Panting harder as her screams took control of her mind and body, I had to be sure that it was my actions that made her feel such pleasure and not merely her body reacting to the sensations I was giving unto her.
Kissing my Songbird through the act, I pulled away and watched as her breathing sped up and her lip began to tremble, the look in her eye begging for my touch to return.

Looking down upon her as she struggled to contain herself, I began to speak to my subject. “Do you love your Queen?” I commanded her, eagre to hear her response. If she failed to meet standards I would have to sentence her to no orgasms for a week while servicing the royal harem.

“I do! I love my Queen!” Velvet called desperately as she gazed upon me, still panting heavily from the pleasure that still seemed to flow through her body. “I would do anything for my Queen, I would give anything to please her!”

Looking at her expectantly, I began to push my questions further into the limits of what she would do to please her Queen. “You would forfeit your body? Your orgasms? Your desires to appease? Would you serve without question, without request?”

“Yes, your Majesty.” Nurse Feelgood immediately responded, nodding her head timidly as she did.

The way Nurse Feelgood spoke was a pleasing sound, for she spoke with absolute sincerity in her voice. The look in her eyes as she stared up at me, gazing upon my body as if to say she would devote herself to servitude was even more appeasing than I had ever imagined it would be.

Licking my lips as a thought came to my mind, I leaned in and kissed Nurse Feelgood passionately before whispering into her ear softly. “If you truly wish to show just how loyal and loving you are, your queen could use some attention. Prove to me what you can do and if you can live up to the name of Nurse Feelgood, I may present you reward.”

With a subtle little nod, Nurse Feelgood crawled and pulled herself onto her hooves while I leant backward and began to lay before her, legs stretched out wide and apart to give her perfect view of the royal marehood.

Without need to encourage or command her, my nurse came closer towards me and moved her head down close to my love, taking in a deep breath and exhaling with a large smile on her face. Before I could figure out what she was doing, her lips quickly met with mine and my eyes closed as her tongue tenderly teased the tip of my lips, causing me to respond in kind and slide my own tongue into her mouth, marking it as my property.

Breaking away from the touch, I fluttered open my eyes blissfully as I felt my cheeks burn with the blushing of a thousand suns intensity, something I had not expected from myself. I was royalty and yet my concubine, albeit my favourite one, could make me feel like this? Suddenly my thoughts flittered away again as I began to moan into Nurse Feelgood’s mouth as she kissed me with deep passion that made my heart soar.

Tenderly her hooves moved around onto my hips and dared to hold me in place, though her grip left plenty of room to wiggle as I pleased under her experienced touch. Opening my eyes once more as she let up with the kiss. I was in utter bliss while the mare of my dreams from when I was a young, teasingly licked my lips and made me gasp for more. Memories flooded my mind as I remembered times in my youth before the wasteland. Like the lovestruck filly I was, I had fantasized about being with her while I listened to the incredible sound of her music; but now, I had her. All to myself if I so wished, just as I had always wanted.

With another throw of passion she pressed her lips against my own and climbed above me, her body hovering lowly above mine as her tongue unceremoniously invaded its way into my mouth and streaked along the roof my mouth before a kiss tickled my neck in swift succession. With another gasp and a moan of pleasure, I closed my eyes while Nurse Feelgood repeatedly pinched her lips to my chest and left me in an agonizing wait, making her way further and further down my body.

Feeling Nurse Feelgood’s hooves caressing my sides before, I let out an uncharacteristic squeal of delight in pure joy over her touch. Nurse Feelgood knew how to touch me in all of the right ways and with those beautiful eyes staring straight into mine, the good time was only about to get better. With absolute insolence Nurse Feelgood slapped my flank, marking my cutie mark with a resounding moan slipping from my lips as the temporary soreness turned to pleasure and her mouth encapsulated my love.

Slowly her tongue rode up and down my lips while her hooves smothered themselves over my inner thighs, pushing my legs apart even further. Stroking Nurse Feelgood’s mane with my hoof, the way she imitated my touch with her tongue was simply magic. For every brush she licked, mimicking the speed and depth, sending shivers up my spine in delight.

“Ahhhh,” I groaned. “that feels… So… Ahh!” I called out once more as the Nurse’s hooves pressed me even further apart, allowing her tongue access into my depths. “Yes! Your highness appro-Ahhhhhhhhh!”

A flush of pleasure ran through my body from bottom to top as my hooves curled and hips wiggled upon Nurse Feelgood’s touch, her tongue expertly flicking my insides as she pressed further into me.

Looking down at her face, I could tell she was enjoying every second of my pleasure. For what was my pleasure was also her own, servicing her Queen a truly wonderful task that she might appreciate the gift of; with no doubt she deserved the name Nurse Feelgood.

Grabbing her with my magic, I pulled her in closer so she could taste, smell and feel every drop of moist lubricant that ran from my passage to her tongue. Her touch was simply divine, giving me a feeling of insatiable power and pleasure.

“You- Ahhhhhhhhh-” I almost felt annoyed at being interrupted by my own small moan as Nurse Feelgood continued to pleasure me, though she still listened diligently. “You will receive a reward from your Queen for such dedication.”

“Serving you my Queen is reward enough.” Nurse Feelgood quickly replied, a smile on her face. “I should ask for nothing more.”

Looking off to the side though, I could already see what I would use to carry out my gesture of kindness unto my fair Nurse, my favourite concubine. With my magic I reached out and took the long, black instrument of pleasure that would send the mare that it penetrates into bliss. Looking at it up close, I gazed at the magnificent size of the piece. Though I myself had no interest in such things, I knew that the others loved the touch of a stallion, even when impersonated by cold, lifeless rubber and plastics.

Looking at me in awe, Nurse Feelgood simply watched silently as I began to slide the harness over my legs and up to my crotch. The large stallion-like member staring her in the face. Licking my lips in glee and desire, I motioned for her to lick it.

Nervously the nurse leaned forward and touched the tip with her lips before looking me in the eyes. I could tell she was nervous but excited from the way she looked at me, though I was just as much if not more so to see her below me in moments to come. “Your highness? You.. you’re sure?”

“Don’t you want it?” I asked in a teasing tone, winking at her. “I know that you still have desires for stallions, I understand. You wish to feel the hard loving somepony stronger than you can give. Don’t you want to be held to the standards I expect of you? To show me just how much your delicious body might handle? To prove what you’re worth? Lick it, suck it, prepare it… and yourself.”

Nurse Feelgood’s eyes lit up at those words and I could smell her scent, her delicious, inviting, damning scent flow freely into the air and make my nethers become even more sensitive still. The thoughts of what I would do to her as she worked her tongue around the dark rod as if it were truly my own continuing to drive me for more. The way her eyes kept contact with mine and watched my smirking expression as she began to swallow more and more of the strap-on stallionhood only pushed me further. Her teases were without a doubt the best I had ever seen.

For a moment she stopped, a small choking sound emanating from her throat before she took a deep breath through her nose and slowly carried on down, somehow managing to fit the entire thing in her orifice. Smiling at the ideas that came to mind as I gazed upon her, I would definitely have to see if she could handle such a feat on the other end too.

“That’s enough.” I commanded, prompting Nurse Feelgood to work it all out of her mouth. Watching the way her throat changed as the large blockage emptied from the passageway, I could only be amazed and turned on. Nurse Feelgood was a talented mare indeed, and every bit as sexy as she was amazing.

Without asking for her permission, I simply pushed Nurse Feelgood onto her back and climbed over her, looking down at my loyal servant. Pressing my lips to hers was once again amazing as she immediately returned the kiss, teasing my tongue with her own and encouraging me to push further. Closing my eyes and enjoying the spectacular feeling, I focused on nothing but the way we both melted into one another. Upon hearing her soft, subdued moans, I opened my eyes once more and moved my attention to her neck once again.

Licking before biting, I forcefully held Nurse Feelgood’s hooves to the bed as she went to move them, locking her in place as I continued with my desires.
Seamlessly the recognition that I had pushed her to be like this for other reasons came to my mind, along with a wicked smile. Using my magic to line the phallic piece up to her love without my concubine knowing, I bit into her shoulder and thrusted as one.

A shocked, slightly pained and extremely pleasured moan fell from the mares lips and into my ears, prompting me to pull back and thrust again. Again, again, and again. With each thrust the mare below me called out to me, beckoning for more. Stretching out her neck to expose herself even further to me as I began to nibble the length of her throat, she was helpless to stop me as her forehooves struggled helplessly under my own, my magic gripping her horn so she could cast no spell.

Biting down on the entirety of her throat, Nurse Feelgood let out a shallow whinny of pain, but the slow insertion of the stallionhood quickly changed that to pleasure. Demanding to know how much she could handle, I began to press deeper into her love.

“P-p-p” My nurse uselessly stuttered, unable to speak.

“Stuttering is no good, Nurse.” I teased. “I can’t understand babble.”

Fighting against herself, Nurse Feelgood spoke again. “P-pl-ple…” That was all she managed to break out from her lips before another moan overwhelmed her and stole the wind from her lungs. “Please, n-nn-m-”

“More?” I asked, a grin on my face. This mare really was a greedy one. Luckily for her, her Queen was a generous one herself. The mare below me tried to move her head, but my magical gripped stopped any effort she gave.
Slowly I thrusted deeper inside, watching as the object went further and further as Nurse Feelgood’s face contorted with every inch, her eyes wincing and nose scrunching as she stammered and stuttered, sputtering.

“I- I- I ca-a-a-a!” Nurse Feelgood cried. “I can’t! Nmmmo-o-re!” Her face was now red and straining to keep any composure at all, her breathing showing signs of extreme pleasure and discomfort.
“Please!” She called. “I can’t fit! But it feels so good! Full!”

Hearing her begging calls for me to stop, I began to pout. She had been able to take it all with her mouth, why not her loving marehood too? Didn’t she want to please her Queen?
Breaking me away from my thoughts, another one of my servants politely coughed to gain my attention.

“I beg your pardon and forgiveness, your highness, though might I make a suggestion?” For a moment she paused, though my nod of approval led her to continue. “If you really want to have Nurse Feelgood capable of receiving all of your appendage, you would have more luck if you were to ride her from behind.”

Looking down at my servant below, I supposed that this would be a fairer way. Besides that, being able to prove my dominance in every way was a thought I couldn’t resist.
“So be it.” I decreed to my disciples. “Your Queen requests that you will have Nurse Feelgood transported to the mirror room. All may, no, must come and watch. I want this event to be seen by each and every one of you.”

Sliding the prosthetic stallionhood out of Nurse Feelgood left me feeling a little bit empty on the inside, but the thought of what was to happen completely nullified the feeling before it turned into disappointment. Focusing my attention on the mirror room, I began to trot with my harem in tow. Some began to take as many cushions as they could carry with them, my two newest members who had sworn fealty earlier carried a large pillow for two together, as they could hardly stop themselves from locking lips as they followed. Their quiet gasps and moans of pleasure to each other pleased me; though I truly cared for only one thing.

Looking into the room, it was absolutely gorgeous. Marble and glass cleaned so perfectly that the pristine shine worked as a mirror from every angle. Everywhere the eye could see was a reflection, if not a reflection of a reflection even. Looking up I could see perfectly below me, just as I had wanted to.

Looking to my favourite mare, I grinned. “Nurse Feelgood, stand here.”

Obeying my command, she walked over and presented herself to me in an preemptive posture that knew what was about to happen. “Yes, my Queen.”

The other mares of my harem giggled and moaned softly as they played with themselves and each other, though my only concern was that they paid attention to what was about to happen. Nodding off to the two newest members of my group, I beckoned them over. “You two, I require your assistance.”

Without hesitation they both came over quickly, with eager desire to impress their Queen.
“Hold Nurse Feelgood to the floor by her forehooves using your magic. I don’t want her being able to squirm away from this.”

A small gulp from Nurse Feelgood’s mouth hit my ears, though I licked my lips in delight all the same. Lining her up for my member once more, I bit and tugged her tail out of the way as it teasingly swept from side to side, continuing to spread the smell of her sex.
Pushing her hind legs apart and pinning her tail against her back, I now had uncontested access and viewing delight of what was about to happen, as did she and every other member.

Lightly pressing the tip against her tunnel, I whispered into Nurse Feelgood’s ear. “Are you ready?”
Before she could respond with anything, I lunged my toy into her body, stopping halfway.
A gasp of delight sounded like a chorus from her lips as she moaned, seemingly forgetting the world around her. As I pulled back, she let out a soft sigh.

Not content to hear it just the once, I pushed back into Nurse Feelgood, filling her up, further than the time before. Still, she had quite the way to go yet. I wanted to see her handle more.
Between us we found a rhythm as I thrusted into the graceful mare, her calls for the love to be harder, faster and deeper not ignored.

Watching her and the black toy going in and out of her beautiful marehood was truly something to behold, but now I was certain that the time had come. Pulling out slowly, I pushed back in just as teasingly. Nurse Feelgood let out a small whine at this, desperate to feel the pleasure that could be gotten.
Now was the right time.

Just as she let out a small whine from not feeling the fullness, I pounced. Pressing myself against her, I pushed with all I had and quickly filled her to the hilt, causing her to scream. Though she thrashed around, I continued to pound into her sex, harder, as deep as it would go. Within moments the screams turned to squeals as she got used to the sensation of being truly full and quickly grew to love it.

“My Queen! My Queen! Ah! Ah!” She cried, unable to help herself. “P-p-p-lease!”

Ignoring her beckons, I continued to thrust, faster and faster. I could feel the amount of wetness splashing onto my own nethers quickly increasing with every thrust, hear her quick, shallow breathing struggling to handle the sensations she felt as he head shook violently and the heat of her love grew rapidly.

“Don’t stop!”

I didn’t. I continued, fucking her with the ferocity that had gotten me my title in the first place. Watching her soaking wet hole now managing to handle the entire toy with ease while I took liberty over her body and pushed her further into the floor, no longer needing my assistants.
“Sing for me!” I beckoned of my filthy, desperate Songbird. “Sing!”

Without fail she moaned, cried, begged for more and sang a chorus of delightful sounds as I continued. As her notes became higher and higher, longer and harder, I noticed that pulling out from her sticky, wet hole was now becoming a challenge. Regardless, I fucked her hard all the same, and then she came. And with her orgasm, she called. “L-uah! Ah! L-Littlepip!” To this, I smiled greatly as I heard her call my name and not by title. For a moment, I lost myself in time, remembering when this was but a fantasy.

The sound of her scream was an angels voice as her muscles contracted and held the toy in place. Through the vibrations that I could feel I had no doubt in my mind that her body was constricting around the stallionhood and massaging it in a way that was desperate to milk it for all it was worth.
The sight of her marehood squeezing it tightly as even her own juices fought for freedom before a flood of lubricant gushed from her body, an appealing aroma sending every mare in the room wild as they moaned and climaxed on their own, one by one.

Pulling out of Nurse Feelgood, I lowered my head over to her abused hole and began to breathe in deeply, taking in the smell before licking, sucking and drinking the nectar of her orgasm. Licking both her lips and my own clean, I now needed another orgasm of my own, for my own pleasure if not to prove my dominance over Nurse Feelgood.

Rolling the Nurse onto her back was without any challenge. She fought for breath let alone control of her body, her eyes lewdly sitting at the top of her skull, staring into space.

Ripping off the instrument that brought upon Nurse Feelgood’s orgasm, I quickly moved to position myself over her mouth, though quickly changed my mind. This time, she would have no option of staying clean.
Moving a hoof to my marehood, I began to masturbate wildly and with great vigor. The sounds that echoed through my mind were more than enough to drive me, to leave me feeling insatiable.

From behind me I could hear the last of the others letting out their own orgasms now, but that was of no concern to me. The very real thoughts and sight of myself and Nurse Feelgood below me, her face so close to me… I let out uncontrollable moans, feeling hot and heavy, needing release.
Looking into the mirror, I could see Nurse Feelgood smiling as she panted, and I came all over her face.

Letting out a squeal, I could feel the flushing sensation as I squirted onto and all over Nurse Feelgood. Her face became completely soaked, though she did her best to lick as much as she could.
Now feeling satisfied, I looked down at her upon the floor, still panting in joy.
Turning my head off to the side of the room, I could see the cushions that the others had brought for us and levitated one closer.

Picking up Nurse Feelgood, I placed her upon one of the giant pillows and looked at her, how beautiful, how sweet, how alluring she looked. My bottom lip began to tremble, my eyes half lidded as I gazed upon her beauty and grace. Without a second thought, I moved closer to her, sliding into her hooves and nuzzled into her neck, kissing her softly as I closed my eyes.

“Littlepip?” She cooed softly. prompting me to open my eyes and meet hers. For a moment I didn’t know what to say, but the second I went to speak, she silenced me with a kiss.
Squeezing me close, I closed my eyes and cherished every moment of the embrace as I drifted off to sleep.