Twilight had been rather excited when she had received a letter from Celestia a couple days after visiting Cytes. It had been another invitation to a Hive, one inside of Los Pegasus. Although what caught her off guard, was the insistence that Spike not come along, no matter what. In fact, it was written in large block capitals and underlined three times. Which meant that Spike had to sit this one out, much to the young dragon’s misery.

Twilight had to get all of her supplies restocked before hopping on the train. Though this time it seemed she would have to find her way there herself. Luckily the Queen had given her rather detailed instructions, even gave her explicit instructions should she need it to get through her Hive.

Los Pegasus was farther south than Ponyville, and easily more populated. The entire city was practically made of Casinos and gambling. Celestia always said she avoided this town as best she could. Twilight never really understood the reasoning, something about preferring to be kept out of media scandals. Twilight looked over the list of new questions as the train began to pull into the station. As she walked off the train, she pulled up the note that held the directions to the Hive.

As she looked around the city, she couldn’t help but notice the lack of any real Hive-like structure. Sure, Cytes’ Hive had been hidden underground, but Vanhoover General was huge, it was completely believable that there would be a Hive there. Looking around, Twilight couldn’t see any real buildings that fitted that bill. Sure there were plenty of large Casinos, but none of them were really to scale. There was no way a Hive structure could be implemented in any of these, also, the directions actually put her a bit farther from them than what probably would point in that direction.

Twilight followed the directions as best she could, got turned around a few times, back tracked to find street names, walked past a few small entrances she missed. The entire walk took her much more time than she would have liked, but after checking and rechecking the location, she was certain she found the right location, if only it wasn’t so unimpressive.

She looked up at the multiple layered, long building. A magically lit sign displaying “Wet Dreams: Dedicated to your Lust-filled pleasures.” Twilight sighed as she rolled up the instructions and headed through the two doors blocking out the rest of the world. The instant she stepped in, everything seemed different. The smell of incense overpowering the rest of the scent that most likely would have been there otherwise. Twilight reeled from the initial force of the scent, but quickly recovered and walked down the main waiting room. She walked up to the front desk before realizing a Changeling was sitting there. “How do you take it?”

Twilight blinked at the question at first, then pulled up the instructions. “Oh no… I’m not here for that…”

The Changeling shrugged. “Prices are there.” He pointed at a hanging board, and Twilight had the misfortune to read through it.

Services:

Hoofjob: 5 bits

Blowjob: 10 bits

Tongue Job: 10 bits

WingJob: 15 bits

UdderJob: 15 bits

Hornjob: 10 bits

Other Non-Rear piercing activities: 20 bits

Standard Package: Sex: 50 bits

-Anal: 75 bits

+Foreplay: 10 Bits

+Toys: See catalog for full pricing

Additional Members: 45 Bits Each
Common Roleplays:

Female:

Sexy Nurse: 75 Bits

Nun: 60 Bits

Swimsuit: 95 Bits

Maid: 100 Bits

Police: 90 Bits

Teacher: 65 Bits

Male:

Firefighter: 60 Bits

Doctor: 75 Bits

Butler: 100 Bits

Poolpony: 95 Bits
Other Requests: 100 Bits
Transformations:

Pony Change: 15 bits

Non Pony Race:

Griffon: 30 bits

Minotaur: 45 bits

Dog: 40 bits

Yak: 35 bits

Dragon: 100 bits

Other Races: Ask Changeling

Domination Treatment: (See Dungeons)

Specific Changeling Request:

Newbie: 30 Bits

Standard: 60 Bits

Named: 90 Bits

Royal Treatment: 2500 Bits for Standard (Speak with Queen for further prices.)
Discounts: 5% per each additional member.

Managing to pull her eyes from the list, she looked back at the Changeling, who had reached down and pulled out a catalog, opening it and turning it so Twilight could see it. The first two words her eyes caught were “Butt Plug” and by that point she had already slammed the book shut with a bright blush on her face, mostly from the image that she scanned when closing the book of a pony inserting a Butt Plug in… well… the butt.

“Toy prices are individually listed here.” The Changeling said. “If you’d like I can set up a room alone for you and the…”

“I’m not here for that.” Twilight said quickly. “I’m Twilight Sparkle.”

The Changeling’s horn lit up as another book was pulled out and placed on top of the closed ‘Toy listings’ The Changeling opened the book and ran his hoof down the pages. “Ah. Here you are.” The Changeling said. “You aren’t supposed to be here for another five minutes. Though I suppose the Queen wouldn’t mind.” The Changeling closed the book. “Up the stairs to the third floor, last door on the left hallway once you exit.”

Twilight nodded and thanked the Changeling before rushing away from the desk, her face still flushed with red. She quickly found the staircase and climbed the flights of stairs. She calmed down once she reached the top floor; at least, her face wasn’t flushed red anymore. As she walked down the hall, she couldn’t help but pick up on the grunts and moans coming from each room as she passed. A few growls hit her ears as well as a few screeches from certain rooms. Curiosity made her peek into one of the rooms, to see a Pony busily humping a Minotaur, her hoofed legs spread out as her muscle toned body bounced, her large tits leaking a small white liquid. She quickly ducked and rubbed her eyes in the hopes to purge the sight from her memory.

She decided the best thing to do would be to get to Ovi’s room before something else equally terrible happened that scarred her for life. The lewd moans and groans filled her ears and she pinned them back to her head in an attempt to stop her cheeks getting any redder. When she got to the door at the end of the hall, she let out a sigh and raised her hoof to the door, finding it safer to knock first, despite what the sign next to the door said.

“Come in.” Rang from the other side of the door. Twilight let out a sigh of relief when the sounds of groaning didn’t hit her ears; she put on a smile and pushed the door open. “Queen Ovi, I’m…” She stopped instantly. Lying on a rounded bed in the center of the room was a black Unicorn Mare lying with her head upside-down facing the door, her orange mane left to flow naturally. However, that was not the startling thing, the startling thing, was the gray stallion behind her, constantly pushing his hips into the Black Unicorn. Her face flushed red yet again.

“Oh Miss Sparkle,” The Unicorn said, speaking completely normal despite the Earth Pony ramming her. “Come in, take a seat.” She gestured over to a spare couple of chairs, a few of which had dresses draped across them. “You’re here early, I’ll be with you in just a minute.”

Twilight’s face was the pure expression of shock as she quickly turned away from the ‘act’ and walked over towards the chairs and sat down, before casting her eyes back down to the Unicorn.

Ovi smiled before pushing herself up and using her front hooves to push the Stallion back onto the bed, raising herself so that the Stallion’s shaft was visible underneath, Twilight looked away, but that didn’t stop her from hearing it.

Ovi grinned. “You don’t mind if I…” She ran her hoof under the Stallion’s chin, “Speed this up a little, do you?”

The Stallion shook his head, his tongue hanging out of his mouth slightly.

“Good…” She raised her hips up before dropping her flank onto the rod beneath it, as soon as she was hilted, her Labia slammed shut around the fleshy shaft. The Stallion let out a pleasurable moan as the Queen massaged his cock with her vaginal walls. The feeling of a million tiny fingers stroking and rubbing the fleshy organ pierced his mind; the touch itself was enough to coax a few drops of semen from the Stallion’s tip. The Queen smiled at the pleasured moan the Stallion released as she gave him the best sex he would likely feel for a long time.

It didn’t take very long for the Stallion to release a low grunt and buck his hips forward, entering the uterus before releasing the first stream of seed into the Queen. Ovi’s smile widened as she continued her assault on the Stallion’s member coaxing more and more of the seed from his testicles. As the loads increased, Ovi’s stomach felt deliciously full as she released a lewd moan, tasting the slightly salty seed that now filled her. Though this time, it wasn’t just for a little food.

Her eyes lit up bright orange as her pouch continued to milk the Stallion, draining every drop of cum and Lust he had within him. As the Stallion’s thrusts slowed and Ovi felt her womb pleasantly full, she licked her lips and let out a little hum.

She lowered her head down to the Stallion’s, who was now looking up at her panting. She took her hoof and ran it over the Stallion’s chest playfully. “Thank you for the opportunity, lover.” Her horn lit up as she pulled the Stallion up into a deep kiss, letting her tongue snake out and work its way around his mouth, coaxing a final spurt from his twitching member and gurgling testicles as they tried to please the Queen’s wishes.

As the last wave of Lust flowed into Ovi, she released the kiss as the Stallion fell back onto the bed, motionless aside from the small twitches his still hard member produced.

Ovi let out a little giggle before looking down at her stomach, taking a hoof and patting it. “Oh, you do fill me up quite nice. I may need to remember your name.” She grinned as her folds finally released the Stallion’s base as her vaginal walls ceased their massage. She slowly pulled herself off the slightly twitching shaft, a small amount of white cum leaking from her snatch as she did so. Once she had pulled off of the Stallion, she glanced back down at his member, smiling, she repositioned herself and placed her mouth over the shaft, sucking what little Seed remained both in and on the member. She pulled her mouth away from the slowly shrinking member with a light, wet ‘pop’ before looking back at her leaking pouch. “Excellent catch.” She said, her horn lighting up as a robe floated over to her, wrapping itself seamlessly around her slightly expanded stomach.

She turned back to Twilight, who was holding a notebook in front of her, hiding her bright red face with her ears pressed firmly against her head.

Ovi looked over at a couple of Changelings that had entered. She pointed at the Stallion; “Make sure he is pleased when he wakes up.” The two changelings nodded and giggled as they picked up the unconscious Stallion.

Ovi grinned, and lit her horn, straightening out her mane before walking over to Twilight, her horn lit up as she lowered the notebook from Twilight.

Twilight instantly looked away, trying to cover her face with a hoof.

“My, my,” Ovi said grinning. “The way you’re acting, it’s almost like you’ve never heard of sex before.”

“No… No… I’ve heard of it before…” Twilight said, trying to calm her face down. “I’ve just…”

Ovi grinned. “Oh, I’m sure you have your reasons. Not all Ponies are able to just walk in on a girl getting rutted and have absolutely no reaction. Most of those ponies are either my normal clients, or aren’t ponies at all.” Ovi replied. “So shall we get right to the action?”

Twilight gave a nervous cough. “Uh… Sure…”

Ovi let out a loud burp before lighting up her horn, as she removed the robe, her slightly bloated belly now down a few sizes. She let out a hum. “I do love when they eat Pineapples before coming here.” She smacked her lips. “Tastes delicious.”

Twilight grinned nervously. “Well… Uh… I uh…” She coughed. “We-well I…”

Ovi rolled her eyes. “Come on; is this really the Faithful student of Celestia? One look at sex and you are sent into a tailspin. You’re almost as bad as her…”

Twilight chuckled nervously and lit her horn, pulling the list from her bag. “So uh…” She looked over the list. “Wha-What was the… Uh… Why did you decide to settle in Los Pegasus?”

Ovi smirked. “Set up?” She laughed. “Oh… This isn’t the main Hive.”

Twilight looked at her surprised. “B-But I was supposed to meet you in your hive! This throws off so much of my-!”

Ovi frowned and shook her head. “Twilight, my Main Hive is in the middle of nowhere. It would be so unbearably boring to show you around my Hive.” She walked back to the bed and lay down. “I’d have to leave you alone to go and fuck my personal Breeder. And no offense to him, he does try, but it gets soooo boring when you fuck somepony who can’t give you Lust. He’s doing his duty to help me take off some stress, but honestly, I would prefer not to get pregnant.”

Twilight coughed. “Alright… Well… Uh… Why did you set up here?”

Ovi blinked. “Oh yes.” She replied. “Well, this is the gambling capital of Equestria, which means there are plenty of wealthy stallions to buy my services, they can even bring friends with them for a little discount. Along with that, there are plenty of Mares and Stallions that want to… Blow off some steam.” She flagged her tail and wiggled her flank a bit. “And being the ‘Kind, caring soul’ I am, how could I turn them down?”

Twilight blushed and ducked down to write down a couple notes. “So… How long have you had your Hive?”

Ovi tapped her chin. “Hmm… Well, you are the history buff, how long has ponykind been having Sex for pleasure?”

Twilight’s eyes widened. “O-Oh… Uh…”

“It’s better than Dolphin Sex, that’s a plus.”

Twilight coughed. “Well… What about you? How long have you been Queen?”

Ovi took a breath. “Hmm… Well, my mother was Queen Cervix; she had a Pouch that could hold four Stallions at full mast, easy. My grandma was Queen Copul… She broke the record for longest sex at one week. The Breeders had to change their diet so that they could feed them with their sem-”

Twilight cleared her throat loudly. “Well… That’s uh… Fascinating…” She said. “But what about you?”

“Five hundred years.” Ovi replied. “Cytes was there when I was born from the Breeder who so luckily had the chance to be my surrogate mother… And father for that matter.”

Twilight’s horn stopped glowing as the paper fell to the ground, her eye twitching with this new information.

Ovi sighed as she looked at the shocked Unicorn, while she waited for Twilight to come back to Earth; she lit her horn and pulled over a book. “Oh… I have another appointment in ten minutes!” She looked around the room, then back at her stomach. “Carrie. Come in here please.”

The door opened as the smaller Changeling walked in, her center was wrapped in a white bandage, while her wings poked through the bandage. “Yes Mother?”

Ovi looked at her daughter, glad to see her walking again. The sooner she got rid of that bandage, the better. “Honey, I didn’t realize how closely I packed my schedule, I need to head down to the storage and empty out my reserves and newest catch, so I can make room for both of the other clients. I want you to make sure Twilight Sparkle here is alright and functioning normally when I get back.”

“Okay, Mom.” Carrie replied. “Um… By functioning, do you mean mentally or physically, because my hooves still shake a little…”

“No… You are not to touch her sensually in any way, unless she asks for it.” Ovi smiled. “Now I need to get down to storage.” Ovi walked out of the room and began to head towards the basement of the building.

Carrie looked over at the bed her mother had no doubt used multiple times that day. There was one very noticeable wet spot on the bed, right in the center. Carrie shook her head and lit up her horn, cringing only slightly as she focused on the spot and used her magic to extract the juices from the bed, She held it in her magic, floating in a ball of liquid above her. Curious, she split off a small marble-sized sphere from the ball and pulled it down to her mouth, tossing the liquid inside.

35, Female, fertility: Good, No STDs… She swished the liquid around a little more. In heat.

She shook her head and carried the ball over to a large empty bowl, allowing the liquid to drain out of her magic and into the bowl without letting a single drop miss the container.

As she did, she turned to look at Twilight. The Unicorn was still working to comprehend the details she was just told. Carrie walked up to her, she waved her hoof in front of Twilight’s eyes, she tried snapping, blowing wind in her eyes, nothing really getting the attention of the Unicorn. So she tried the only other thing she could think of, she licked her horn.

The response was instant, the Unicorn lit up her horn and teleported to the other side of the room, she looked back towards Carrie in pure shock before the expression lightened. “Carrie?”

“Hello Twilight…” The Changeling said. “Sorry about doing that… I know it is pretty sensitive, but it seemed to be the only way to get you out of that trance.”

Twilight blinked again and then raised her hoof to her horn, feeling it still dry. “Well… I have to thank you for that I guess.” She looked around the room. “Where’d the Queen go?”

Carrie sat down in the chair. “My Queen had to go and prepare for her next appointment. She should be back shortly.”

Twilight nodded “So… Carrie…” Twilight began. “What do you do around the Hive?”

Carrie sighed. “Well, I used to keep track of my Mother, make sure she was doing alright, though now, it’s just the opposite.” She looked down at her center to the bandages. “Ever since this started, she’s been really defensive of me. Not that she wasn’t before, if I were in trouble, she would come, but now… She seems a little more violent.” She sighed. “I’m sure it is just her protecting me, but sometimes I wonder if she is doing it for her own reasons or not…”

Twilight levitated her supplies over to her. “What do you mean?”

Carrie sighed. “My Mother is good at making ponies dance around her hoof, she can get the shyest pony you’ve ever seen to agree to the most public of acts, or the most aggressive pony into a little sheep.” She sighed again. “I don’t know… Maybe I’m just thinking too far into this…”

“Well, so far from what I’ve heard, she does care about you. She nearly killed that assassin that almost killed you, just because he had harmed you. Maybe she really does care about you.”

“I know… But I feel like she doesn’t want me as her heir, and I don’t know why.” Carrie replied. “She is always talking about Selena and how she can pleasure twenty stallions a day… I’m just here… Worrying whether I can ever have Nymphs!”

Carrie sighed again. “I’m sorry, Twilight. I really enjoy working with my Mom, but it’s just this stab wound.” She reached up and touched it. “It’s throwing me all over the place, random mood swings are just a side effect of the medication Cytes gave me. It just makes my life so much harder!” Carrie shouted. “Why did this happen to me! Why couldn’t it have happened to any of the other Caretakers?”

Twilight back up slightly. “uh…”

“None of it would have happened if My Queen had just listened to me about going to Canterlot. But Noooo she wanted to see if there were any Stallions that were willing to pay for her services.” She groaned. “It’s not like they don’t have their own Whores! They could probably pay for any whore they wanted. Why did mom have to go there?”

Twilight blinked. “Uh…”

Carrie’s eyes began watering. “I’m sorry! I shouldn’t have yelled. It’s not me! I’m not like that!” She shuddered. “I-I swear! I’m not that violent!” She sobbed. “You have to believe me!”

Twilight looked at Carrie curiously. “Carrie, are you alright?”

Carrie looked over at Twilight, her eyes leaking tears. Her lip quavered before she wailed. “I don’t know!” She collapsed to the ground, putting her hooves over her eyes. “I can’t tell if these are my emotions or not! M-Mood swings are more impacting on Ch-changelings. So I k-keep switching and…”

The Door opened and Ovi stepped back in, her stomach smaller and her snatch no longer leaking small amounts of semen. Her eyes glanced over to Twilight, then down at Carrie. “Carrie, are you alright?”

Carrie wailed. “I don’t know mom!” She sobbed. “I can’t tell.”

Ovi patted Carrie on the back. “There, there, Honey.” She said. “It’s alright, there’s nothing wrong with you, it’s just the medicine talking. Go lie down for a bit, give it time to wear off.”

“O-Okay mom.” She sniffled. “G-Good Luck.” She walked from the room.

Ovi watched her go with a sigh. “I’m sorry about that, Twilight, I had to go empty out my Uterus and store all the Lust inside a crystal.”

Twilight nodded. “Oh, it’s no trouble. I understand that you are probably going to have a bit more of the… Intimate activities.”

Ovi smiled. “Well of course I am. Lust Queen here, I can absorb more than any of my Changelings, even though there are many more Harvesters within my Hive than any other, every Changeling must do their part to ensure we are all fed.”

The door opened as a Changeling and a Stallion entered “My Queen, this Stallion has just come here for a quick ‘Royal Treatment’ He heard how good it was to fuck you, and decided to try it himself.”

Ovi tapped her chin. “Well, I suppose I could always use a little warm up. Very well.” Ovi walked over to the bed and laid down again, placing her head on top of her crossed hooves as the green stallion climbed onto the bed. Twilight looked away as the Stallion’s shaft began to grow from its sheath.

As the wet slaps hit her ears, she looked over to see Ovi smiling as the Pegasus rutted her. “So, were you going to ask me something?”

Twilight cleared her throat as the blush returned. “Yes… Uhm… Why do you have so many Harvesters?” Her gaze kept flicking back to the Stallion behind Ovi.

“Well, Miss Sparkle. The easiest way to explain it, is that Lust is something of a… Tainted Love.” The Stallion behind her began to slow down as she spoke, prompting her to turn to look at him. “Oh no, do continue, I’ve had much worse.” The Stallion began putting more energy into his thrusts as Ovi turned back to Twilight. “Lust’s base emotion is Love, however it is not true love, it is tainted by physical desires. So in order to get the good, delicious Love, we need to purify the emotion. Now, we can use Lust for energy, but it isn’t as efficient.”

The Stallion looked at Twilight embarrassed and gave a few quick thrusts before attempting to pull out, but Ovi’s horn lit up and gripped his shaft. “I’m sorry, did I say you could stop?” The Stallion shook his head. “That’s what I thought, now get fucking. I want to feel that Lust.”

The Stallion looked nervously at the Queen, but after her magic gave him a bit of ‘Stimulation’ he gladly continued. “Now where was I?” She tapped her chin. “Ah yes! That is not the only trick we have though, one of my personal favorites is our ability to feed off of the semen of any creature. It doesn’t even have to be in the mouth! So long as it enters our bodies, we can feed on it. It is free physical energy, though we still need emotional energy to keep ourselves going and… Is that honestly the best you can do?” She turned her whole body to face the Stallion. “I’ve had mares fuck me better than this! Come on, show me how you use that meaty little…”

The Stallion grabbed Ovi and lifted her up before dropping her body onto his cock as he thrust it upwards, Ovi grinned maliciously. “Oh come on, you can do better than that.”

The Pegasus began flapping his wings as he pulled Ovi up almost off his tip before slamming her down, using his wings to lift him up. Ovi let out a gasp.

“Oh my, you almost had me startled there.” Ovi joked. “Maybe I should just leave you to the others I’m not sure that you… OH!” The Pegasus repeated the action, lifting himself faster, quickly punching through the cervix and entered the uterus. He grunted as he began slamming his rod through the cervix wall repeatedly. A minute later, Ovi’s eyes snapped open as her horn lit up. The Stallion let out a primal grunt as he began to release burst after Burst of semen, all caught in a magical field, preventing it from entering the uterus. Ovi leaned into the Stallion. “uh uh uh.” Ovi nibbled on his neck. “No Cumming. I’ve got an appointment.” She whispered as the stream of cum was suddenly stemmed, the Pegasus’ eyes widened as the pressure within his cock increased.

Ovi whistled as the Changeling that had showed the Pegasus in flew over. “Show him a good time.” She said as she pulled off of the Pegasus’ Cock, holding the magical ball of Seed above the Stallions tip. The Changeling smiled as the Queen left the cock open, she quickly flew down and landed directly on top of the cock, beginning to gyrate her hips.

The Pegasus could feel his testicles still making semen to pump into the new Womb, but being refused by the Unicorn standing a few feet away, her horn still lit up as she watched the Changeling getting prepared. “And…”

Ovi’s horn stopped glowing, and the flood was released, the Pegasus jolted his hips forward and pierced through the Changelings cervix, making the Changeling gasp as its empty womb was suddenly filled quickly by the firehouse of seed. “O-Oh Ovi!” The Changeling shouted. Giving a lewd moan of ecstasy as her womb was filled with warm seed. The feeling alone making the Changeling’s wings flare open. She raised her hips slightly and slammed back down onto the Stallion as another burst entered her womb. “This feels amazing!” The Changeling cried.

Ovi walked behind the Stallion and began nibbling at his feathers. “I warmed him up a bit for you…” Ovi said as she preened the Pegasus’ feathers, each feather she finished releasing a shiver that transferred into a thrust by his cock.

“Yes. Yes! Fill me!” The Changeling shouted, feeling her womb filled to the brim. “Make me your Whore!” The Stallion bucked his hips, releasing another few streams of Semen, causing the Changeling’s stomach to grow with each thrust.

Ovi giggled. “A mighty well endowed one here.” The Changeling on top of the Stallion had its tongue hanging out of her mouth. The Stallion felt his balls churning to make more semen for the Changeling, but only managed to get a few more measly squirts before falling flat, his member twitching slightly. The Changeling on top fell to the side, the Stallion’s cock still lodged in her Vagina, which was now leaking both semen and the Changeling’s juices.

Ovi smiled at the two of them. “Oh… I do enjoy sharing the fun~” She said in a singsong voice.

Another few Changelings entered into the room, they looked bigger than the others. “You two. Take these two to a spare bed, and do try to keep them intertwined.”

The Two Changelings nodded and walked over, their horns lighting up as they lifted the two of them up and carried them out.

Ovi looked over at Twilight, who was now sealed in a bubble, her eyes closed as she scribbled down on her notebook. Ovi rolled her eyes and walked over creating a large pin with her magic that punctured the bubble.

Twilight jerked up as the bubble exploded. Ovi smiled. “So… Where was I again?” She rubbed her head. “Ah! Right, Semen. Now, while we can feed off of it like physical food, we still need emotional energy, but the good thing about Cum, is the fact that it can store Lust really well, so all you need is a jug full of a Stallion’s cum or a Mare’s juices and you’ll be good.”

Twilight nodded and wrote down the rest of the notes. Ovi walked over to a small cabinet and opened it, pulling out a candle and using her horn to light it.

Twilight only now realized exactly how strong the Musk was in the room, it overpowered everything else within the room. Ovi took the candle and walked over towards the bed, placing it down, the orange flame shifted to a bright red as the overpowering smell of musk slowly dispersed. Twilight looked down at the Candle to see it pooling a black tar like substance at the bottom, as the smell of musk vanished; Ovi picked up the candle and snapped off the blackened section. “Whew!” She said. “That was getting a little strong, even for me.”

Twilight blinked and then scribbled down on her notepad. “So… Uh…” She coughed. “How does your Hive benefit Equestria?”

Ovi tapped her chin. “Well, we help release stress, can help relieve relationship based tension… A good roll in the hay does wonders.” Ovi tapped her chin. “We handled the rules in between Hives about sexual reproduction with Ponies…”

Twilight gasped.

“I know, Scandalous.” Ovi said, with a huff and flip of her mane before letting out a giggle. “In all seriousness, it is fairly common, sometimes Changelings just want to have a baby with a pony, of course there’s any number of factors we need to consider, how much Changeling should be in the baby? How much Pony? And of that, what traits? It is a very complex arrangement. My Hive is only responsible for the reproduction, it is up to Chrysalis to get everything else sorted out.”

Twilight wrote that down quickly. “So… Before your next client comes in…”

“Clients,” Ovi corrected. “From what I heard they agreed to a whole plethora of fun-filling activities.”

“You mean fun-filled right?” Twilight asked.

“What fun would it be if I was already filled?” Ovi replied.

Twilight blinked before blushing, “Oh… Uh… Right…” She cleared her throat. “So… How does your naming system work?”

“Ah… Yes…” Ovi replied. “Well, all of my Changelings are unnamed Drones. A majority of them are harvesters that all serve towards the help of the Hive. So that the creation of naming seemed rather pointless. Now, each and every Changeling is unique, skilled at something different. Now that doesn’t warrant a name, they all have their own preferred pony disguise or other race they like the most, and they get to have sex if they like. Now, there are three levels of skill with us: Newbie, Standard, and Named. Now Newbie is for those who could be classified under ‘Virgin’ skill level. A bit rough, and inexperienced. Standard, which means that they can give you a good time, but only really in one field, and usually only one at a time. They are a bit more skilled than Newbie’s, but the named Changelings are where it gets interesting. Now Named Changelings, they are the cream of the crop and can do anything your perverted mind can come up with.”

Ovi put out the candle and put it away. “Now, the Named Changelings are all highly skilled and willing, but there are a few other reasons I name Changelings. My boys for instance, they get named after they do something extremely useful, say… get hit by a magic blast intended for me, than I give them a name.” She looked over her stock of other candles. “Need more of those…” She shook her head.

“Anyway, my daughter is the exception. She is my daughter, which automatically makes her worthy of a name.”

Twilight wrote that down. “So… Cytes told me that she had an ancestor that was High Queen, did you happen to…?”

She didn’t even get the rest of the question out before Ovi was laughing. “You… You think that…” She let out a string of laughs. When she was better, she wiped a tear from her eye and looked at Twilight. “That was a good one. A Lust Queen leading all of Equestria.” She chuckled. “Oh… That was a good one.”

Twilight blushed a little. “R-Right… Uh…”

There was a knock on the door. “Come in.”

When the door opened, there was a Changeling leading a group of five Stallions into the room one of them was an Earth Pony, two were Pegasus, and the other two were Unicorns. “Queen Ovi, the next Clients are here.”

Ovi looked over at the Stallions. “Ooooh…. This should be interesting…” Ovi said. “You all paid 2000 Bits?”

The Changeling nodded. “They gave us all Ten-thousand Bits.”

Ovi grinned. “Well then…” She looked over at Twilight. “You are in for a show this time.”

Twilight blushed again. “Uh… Y-yeah…”

“So… Would you boys like anything special?”

“Well,” The Earth pony stepped forward. “My friends want to be sure that you are as good as we’ve heard.”

She walked up to the Earth Pony. Her tail flagged up. “So… would you like to try my…” She turned, ensuring that he could see her flank, her tail working its way to his underbelly and rubbed him. “Skills?”

“I would, and so would my feathered friend here.” He motioned to a dark blue Pegasus. “We want to test it out.”

“Well then…” Ovi said, walking up to the two of them. “Why don’t we get started big boys?” Ovi walked over to the bed. “Let me see what I can do for your… Little friends…”

The Earth Pony stepped forward first, and Ovi lit up her horn, making him stop. “Oh… Looks like someone’s being a little shy…” Ovi said sadly. “Well,” She hopped back down, flagging her tail. “Let me see what I can do about that…”

She walked up to the Stallion and killed the light on her horn, she walked next to the stallion and then ducked down to look at the Stallion’s sheath, the small tip of the shaft sticking out only a bit. She smirked and licked her lips, before using her tongue to lick the tiny head. Shortly after she started, the shaft was coming out fully. “Oh… Look who decided to join…” She took her tongue, and wrapped the serpentine tongue around the rod, using the tip to lick the musky balls. The Earth Pony’s length twitched slightly as it began to rise up slowly. Hardening under the pleasure of the Queen’s tongue.

As she looked at the shaft that was slowly growing, she nodded as her tongue began to unwind from his length, coming off with a small flick of the head, bringing a small squirt of pre with her. She turned to the Pegasus. “So… How would you like me to get you up?” She asked, rubbing the side of her body against the stallion, making sure he got a look at her glistening wet folds. “I could use my tongue, my hooves, or even my magic if you like it…”

The Pegasus smirked. “I just saw your tongue, so what about your hooves?”

Ovi smiled. “Very well,” Ovi ducked under the Pegasus, laying flat on her back as she raised her hooves up to his shaft, rubbing it smoothly, giving the sheath a nice light rub, seeing the stubborn stallion refusing to allow his shaft to peek out, she frowned. “Someone doesn’t want to play…” She said with fake disappointment. “Let’s see if the other two boys can convince him?” Ovi moved down a little and began massaging the ball sack, while stroking the sheath. One hoof began fondling the balls, trying to prompt a reaction from the Pegasus. Seeing a small twitch as the rod began to poke out. “Oh… There he is…” Ovi replied.

She looked up at the Pegasus’ eyes. “Well, let me show you why they call me a Queen.” She raised her hoof as an orange flash of fire surrounded it, and a couple holes appeared in the black fur, she winked at him. When she ducked back down, she lowered her hoof to her leaking snatch, getting one of the holes lubricated as she raised it up to the small rod; she put the shaft through one of the holes, and caused the hole to shrink down, lightly squeezing the cock. Then she began to run it up and down the shaft, her other hoof still fondling the Stallion’s balls she smirked as she heard a low moan from the Pegasus. “Enjoying yourself?”

The Pegasus responded with another low moan. Ovi snickered as she cast her eyes towards the Earth Pony, noticing his shaft was shrinking. Her horn lit up and surrounded the cock, stimulating it with small magical strokes and clenches. “I’m not going to let you go limp on me.” She said in a singsong voice.

A few seconds later, Ovi looked at both of the Stallion’s rods, seeing them nice and hard. “Well, I think you boys are ready for the main event.” Ovi pulled her hoof off of the slightly twitching shaft, covered in pre. She looked at the shaft with a glint in her eye. “Looks like you’re first.” Ovi said, bringing her lips up to the tip. She licked the pre off the top of the shaft and heard the grunt from the Pegasus as her tongue worked its way over the opening.

After feeling the slight shiver from the Stallion, she opened her mouth and put the shaft into her mouth, allowing her tongue to work its way around the cock, stroking it while she suckled on the shaft. “Oh fuck…”

Just as she started, she felt the Pegasus jut his hips forward, jamming the cock to the back of her throat before letting out a blast of cum. Ovi felt the semen fill her throat as she swallowed, letting the cum fall into her stomach. She giggled, stimulating the stallion’s cock again as he bucked again. This time though, Ovi wasn’t left with just the one Stallion, the Earth Pony worked his way behind the Mare, and had positioned himself over her. Lining up his cock with the labia, glistening in anticipation.

Ovi shook her flank teasingly, throwing off his aim a little, but eventually allowing him slide in a little. She let out another Giggle as she began to pull her mouth off the Stallion cock. “You want a standard, or the Royal?”

“Give me everything you’ve got.” The Earth Pony replied.

Ovi giggled. “You asked for it.” She quickly replaced the cock in her mouth, beginning to bob back and forth, feeling both rods pierce her separately as she moved back and forth. Unknown to her in her current position, both Stallions nodded at each other and they lowered their front hooves to grab the two legs closest to them. The movement at first surprised Ovi, but when she realized what they were thinking, she decided to help them. Her horn lit up as she cut weight off of her disguise, allowing the two Stallions to lift her off the ground easily and continue to ram their shafts into her. She felt both of the Stallions reaching a climax but one was lagging behind, her tongue snaked its way down the Pegasus’ shaft and began to flick at his balls, spurring the creation of more of the semen that would be shot into the Mare’s mouth.

Ovi timed it perfectly, both Stallions jerked their hips forward, the Pegasus’ cock sliding down Ovi’s throat while the Earth Pony pierced through the cervix and both let loose a blast of semen, Ovi moaned as the salty substance was shot into both her stomach and her womb. The two Stallions continued to thrust into their respective holes before one of the Unicorns walked forward, unable to wait any longer. The Earth Pony and Pegasus smiled and pulled out of Ovi, only long enough to flip her around, so her back would be facing the ground. The Unicorn slid underneath them, lining his member with the second hind opening. Ovi looked down at him. “I haven’t used that hole in a little while. This will be interesting…”

Both of the original Stallions went back to their fucking, each of the two entering her from behind alternating so that she always had a full cock inside her rump, her magically tight ass making the Unicorn Stallion reach climax rather quickly, much to Ovi’s pleasure. Soon, the Unicorn had shot a stream of his own semen into her rectum, causing the Queen to curl her back as the Pegasus came in her mouth for the third time. She moaned at the amount of Lust and Semen she was being filled with, the Lust beginning to fill her mind. Greedily, her eyes shot over to the last two Stallions, her horn lit up as she dragged them closer to her. Her horn stopped the Pegasus from bucking her as she pulled the dick out with a wet pop.

“You two are next.” She said, her eyes glowing bright, her horn lit up as she focused on the Pegasus, in a flash of orange light, he was on the other side of Ovi. Her body began to grow out as her disguise vanished, being replaced with the Changeling Queen. She began buzzing her wings as her magic pried the Pegasus’ hooves off her front legs, she then extended the hooves and planted two of the Holes over the Stallions’ cocks, she began to slide the Rods through the Holes before her magic gripped the Pegasus holding her head. “You aren’t done.” She pulled the Pegasus’ cock back into her mouth.

Now unrestrained by her pony disguise, and filled with Lust from her five lovers, she began to use everything her body could to coax as much semen and lust from the Stallions as possible. Her fangs grew out and stopped the Cock from leaving her mouth, with each small click against the fangs, the Pegasus’ member twitched. The Earth Pony’s member was being pleased by a million small fingers massaging the cock, and as he lurched his hips forward, Ovi forced him to push further, causing his balls to fall into the magically widened cavity, his words reduced to lewd moans and grunts as his balls and cock were given the same treatment.

The Unicorn currently lodged in her ass found his shaft clamped down on, as a rather strange event happened for him, Ovi’s glowing eyes glanced down at him and she giggled with the Cock lodged in her throat. “Dirty boy…” Ovi pushed the three Stallions out of her as she flipped herself over, never missing a beat with the two Stallions getting a hoofjob from her. She quickly pulled all three Stallions back into her holes, looking down at the Unicorn now lodged in her Vagina. “I suppose if it is what you want?”

The Unicorn looked between Ovi’s hind legs, seeing a flash of orange fire as a Pair of balls was placed there, a few seconds later, the balls gave way to a long shaft, Ovi thrust the new cock down towards the Unicorn, feeling it enter his mouth, he gagged at first by the sudden entrant, but quickly a squirt of pre was shot down his throat and he relaxed, happily sucking on the cock offered to him. The room was filled with the lewd moans of every member as they were pleasured, much to Twilight’s dismay…

Despite how much Twilight wished it wouldn’t, her own folds were feeling rather moist, she clamped her hind legs tightly, trying to force them to close her folds and stop her winking clit. She wasn’t sure whether it was the musk, the pheromones being released by Ovi, some want to be pleased like that, or some weird mixture of all three, but she was very aroused.

Ovi was very aware of the arousal of the Unicorn, the scent of a virgin touching her nose, a virgin Mare no less, which meant that either one of these Stallions was in denial, or Twilight was wet. She grinned slightly as she continued to milk the Stallions. Smiling inwardly, Ovi’s horn lit up as all five cocks were now being assaulted by a magical fondle along with what her body was already doing.

The added Stimulation did exactly what she wanted it to, Charging her horn, she warped the Pegasus she was giving a Hoofjob to in front of her, opening her mouth wide while Teleporting the Unicorn to her rear, opening her folds wide for him. Both stallions wasted no time in adding their cocks to the already filled Queen. Ovi’s horn lit up once more as she grabbed all five sets of balls and began to massage them, this final stimulation caused all five Stallions to jerk their hips forward, all firing off their loads into the Changeling Queen, in response, Ovi shot her hips forward into the Unicorn below her, firing a stream of white cream into his mouth.

Ovi’s labia slammed shut around the two intruding cocks, her Vaginal walls working their ways furiously to satiate both Stallions, the same could be said of her mouth, as her tongue wrapped around both shafts and was adding pressure to just the right sections in order to get the most semen from the Stallions. Her anal passage was soon filled with the white cream, she let out a loud lewd moan, her body unable to cope with the enormous amount of Lust filling the air, her entire body working to milk the Stallions as much as possible as she reach a point she hadn’t in a long time.

Ovi let out a loud gasp as she not only released semen, but her snatch sprayed a transparent lubricant over the two cocks lodged inside, she shot her hips forward, causing the stallion below her to gag, sending a shiver up her spine that only caused her to pull back and buck harder, a feeling that was reciprocated by every Stallion around her. Her pouch and stomach were unable to hold the pure sea of cum that was invading her body and both began to stretch, which began to show on the carapace, her midsection growing slowly, passing the point of her first expansion in no time at all.

Ovi’s hips let loose another buck into the Stallion below her, causing a final spurt of cum to fire off down the Stallion’s throat. The feeling was reciprocated; all of the Stallions shot their hips forward once more as they released another burst of seed, causing Ovi’s stomach to gurgle. The Stallions holding her up finally ran out of energy to do so, and fell to the ground, causing Ovi to collapse onto the Stallion below her. Her hips jerked forward once more, firing off a small bit of semen before an orange flame surrounded her pseudo-penis as it disappeared.

Ovi’s horn glowed as she soaked up the afterglow, smiling giddily as she did. She kept this giddy expression and feeling until she heard a gurgle in her bloated stomach and felt a rising sensation from within it. She groaned as she rolled herself over onto her hooves and stood up, feeling her cheeks puff up as her head lurched forward, launching orange liquid across the floor. She groaned as she felt a second rising and lurched forward as her stomach ejected more orange liquid that splattered over one of the Stallions.

She shook away a light headache that was forming as her Lust levels evened out. Once the headache abated, she took a deep breath and patted her bloated stomach, hearing the slosh that arose from it. She then look down towards the Unicorn lying on the ground, his stomach seemed a bit bloated as well. Ovi grinned as she felt her own bloated form. “Ah…” She smacked her lips. “You don’t know what you are missing, Twilight.” Ovi said as she pulled a long robe from the closet, wrapping it around her body. She turned to the Lavender Unicorn, who was now blushing profusely. “There’s no feeling better than getting filled to the brim and…” She burped. “Oh… Celestia… I need to go drop off this new catch before I burst!”

Ovi tried to move, but a loud gurgle caused her to sit down and rub her stomach. “Oh… Wow… Been a while since I was this full…” She let out a breath. “Well! I gotta get these five to the recovery room.”

Twilight looked over at her. “What do you mean by… EEP!” She saw Ovi’s horn light up as the small puddle of her juices was pulled out of the chair, floating over to Ovi. Ovi opened her mouth, as the ball was draw towards her, she stabbed into it with her fangs as she drained the ball. Her stomach gave a low gurgle as Ovi smacked her lips. “I was right.” She said. “You’re a virgin~.”

Twilight blushed. “S-So?”

Ovi swished the liquid around a bit. “Twenty-five… Virgin…Blood type A+… Good fertility… No STD’s… Why haven’t you been fucked yet?”

Twilight’s blush brightened. “Well… Uh…”

“Come on Miss Sparkle, you need to…” Her stomach growled. “Ugh… Come on…” She tapped her hoof against the ground impatiently. “I swear… If that…” A few Changelings entered the room. “’Bout time! What took you?”

What looked to be the only male Changeling stepped forward. “We are sorry, my Queen, but we had to retrieve one of them from a bondage web.”

Ovi glared at the Changeling they were speaking about. How she knew which one it was, Twilight wasn’t sure, but the Changeling she glared at cringed back. “I…I’ll just get the bloated one…” She said running over to the Unicorn and grabbing him.

Ovi glared at her until she left the room. “Make sure that the unicorn has at least… One male. He seems to enjoy it.” She stood up. “Now, all of you are to move them. I need to get…” Her stomach rumbled. “Fuck! I need to go! Twilight, you want to come?”

Twilight nodded. “Great! Let’s go!” Ovi grabbed Twilight in her magic and began to rush down the halls. Twilight didn’t even get to catch any of the lewd moans before they were both hurtling down the stairway. When they stopped Twilight was deposited in front of a door. Ovi was doing the same dance she expected Pinkie to do when she needed to pee. “So Twilight you want to see how we handle emotions and cum?”

“Not really…”

“Too bad!” Ovi shouted. Her horn lit up as the keyhole disappeared and the door opened, giving way to the room beyond. Inside the room were a number of clear crystal blocks, all seemingly made from what looked like buckets. And given the bucket in the middle of the room, that was a pretty good assumption. Ovi’s stomach lurched as she ran up to the Bucket, vomiting directly into it, her wings shooting out as her stomach emptied its contents.

After the first few heaves, she wiped an orange liquid from her lips and lit up her horn, turning the bucket over and pulling it up, leaving a crystal in the shape of the bucket. Ovi groaned. “Oh… I hate this part…”

Her cheeks puffed up again as she launched another wave of the orange liquid into the bucket. She continued to fill up and empty the buckets easily until she got to the sixth bucket.

She dry heaved a few times, before lurching as a small amount of orange liquid came out, she heaved a few more times before groaning. “Come on…” Her horn lit up as she lurched forward and shot out a stream of light orange, slow moving liquid, Twilight looked down at Ovi’s stomach, seeing it gurgle and her carapace constrict around her bloated stomach. A small trickle of white seed working its way down Ovi’s leg.

She lurched a few more times as the bucket filled up with the lightly orange tinted cum. When she finished, there was a small string of cum hanging off one of her fangs; She flicked her head as the small string landed in her mouth as she slurped up the small rope like a noodle. Then she groaned. “I think you made that worse…”

Twilight blushed and blinked. “What?”

“Well, you added your own lust into the air. I absorbed it, so I had to use some spare semen to help fill the bucket.” Ovi replied, poking her sloshing stomach. She sighed. “Wow… They filled me up really well…” She smiled. “Though I have to thank you.”

Twilight blinked. “Why?”

“Well, been a while since I had six ponies giving me lust at once.” She tapped her chin. “Now I need to repay the favor…”

Twilight’s ears pinned against her head. “Oh no… You don’t have to do that…”

Ovi smiled as she began to walk towards Twilight, swinging her hips as she did. “Don’t be ridiculous.” Ovi replied. “I simply cannot leave you without some form of… compensation.”

Twilight began to back up. She gave a nervous chuckle. “Uh… You… You don’t need to your highness…” She reached up to the door, but Ovi’s horn lit up and slammed it closed as it surrounded Twilight.

“Don’t be ridiculous… I promise you’ll enjoy it…” Ovi ran her hoof under Twilight’s chin, but before Twilight could reply, Ovi grabbed her and pulled her into a kiss.

Twilight’s eyes widened as the Queen pulled her in, but quickly a small amount of liquid entered her mouth, all at once, Twilight felt like she enjoyed the sensation she was getting, and she felt herself collapse to the ground.

She looked up towards the Changeling Queen that wiped her mouth, an orange liquid dripping out. She leaned down to Twilight. “I hope you’re ready~” She sang. “Because this one is on the house.” She leaned back down and looked Twilight in the eyes as her horn lit up and her eyes began to flash bright orange.

Twilight’s vision was replaced by black as she heard the Queen humming happily.

Author's Notes:

Originally written as a single Chapter, this has been cut into multiple Chapters so that it might be easier to read and less terrifyingly huge Hopefully it helps.