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Webs of Lust - Chapter 3

The pale moon shone down, illuminating Knuckles as he sprinted along the path towards Knothole, the events of a few minutes ago playing through his mind over and over. His musings carried him through the sleeping village, past the quiet and empty homes to a single hut with a light still burning inside. Panting, Knuckles rapped on the door impatiently.

"Prince Elias! I must speak with you!"

The door opened, revealing Elias, still wide awake and alert at this late hour. At the prince's beckoning, Knuckles entered, closing the door behind him.

"I have bad news, your Highness," Knuckles began, taking a seat at a nearby table, "Something has happened to the missing villagers. They've been changed, turned evil by something, their bodies altered. I saw Princess Sally shoot what looked like webbing out of her... um, body." Knuckles blushed at the vivid memory of silk spraying from the princess's sopping wet pussy.

"My sister?" Elias asked, aghast. Knuckles nodded. "You said she used webs?" He nodded again. "Uma Arachnis may be involved, then. We'll have to strike before the problem escalates, and more villagers are corrupted. I will rally the remaining Freedom Fighters, and we will attempt to retake our people at first light."

"Rouge and Shadow are staying in the village," Knuckles added. "I'll see if they're able to help, and I'll get the Chaotix here to guard the village while we're gone."

"Good," Elias stood up, escorting Knuckles to the door. "By the way, where is Julie-Su? I thought you were searching together." Knuckles hung his head.

"She was captured by your sister," he replied gloomily. Elias patted him on the shoulder.

"We'll get her back. I promise."

* * *

Pleasured moans echoed throughout the cave as the orgy continued. Mina cried out as she buried her cock all the way into Sonic's tailhole, pumping hot mongoose cream up her shaft and into his rectum. Sonic could only moan weakly around Amy's thick dick as his abused hole was filled with more cum; his eyes glassy and dull. Amy smiled down at the obedient hedgehog, keeping a firm grip on his head as she resumed humping his face.

Cream giggled as Rotor's mustache tickled her inner thighs. She pressed her hips down against his face, driving his tongue deeper into her dripping tunnel. A powerful cry escaped her as she came, her shaft showering the walrus in thick spurts of frothy cum. A stray drop landed on Sally, who had her serpentine tongue twined around the massive walrus dick in front of her, moaning in pleasure as she milked the hypnotized Rotor. Her paws were wrapped around her own shaft, stroking in time with her tongue.

Tails was in heaven. Pleasure ran through every nerve as two beautiful mistresses played his body like a fine instrument, coaxing every iota of sensation they could from him. Vanilla growled playfully as she continued plowing his ass, spraying her third load of rabbitspunk into the mewling fox. Uma kissed him, savoring the look of blissful surrender on his face as she rode him gently, his twin shafts nestled deep within her pussy and ass. Tails whimpered as his mistress sucked another orgasm from him, his seed being pulled into Uma's hungry body.

Uma's thoughts were elsewhere as her body continued humping her pet. She thought of the large clutch of eggs she and the others had laid overnight in a small alcove off the main chamber. They had milked their captured males for every drop of fertile seed they had to make those eggs, and were currently enjoying their first mass mating since then. But now her attention was drawn to one of the many strands of silk strung along the ceiling; it was vibrating.

"My my," Uma mused as she focused on the vibrating line, not pausing in her passionate assault on Tails. "I thought they would send more to attack us than that."

"Is som-AH!" Tails cried out as Vanilla thrust hard into him, "Is someone coming, Mistress?"

"Yes, little fox," Uma replied, leaning close to him. "They're coming to hurt me and take you away."

"No, Mistress!" Tails cried out, terrified at the thought of being separated from the hive. "Please don't let them take me away!" Uma silenced him with a soft kiss.

"Shhh, little fox. I won't allow them to take you away. You have become my favorite toy, after all." Her tunnels squeezed, making Tails gasp. "Relax. They will be dealt with. Right, girls?"

"Yes, my Queen," two voices replied from the entrance. Tails watched as two shadowy figures left the cave. The others continued their activities, unconcerned about the impending attack.

* * *

The sun crept over the horizon, outlining the seven figures crouched among the foliage outside the cave entrance. Elias and Knuckles were in front, keeping a close watch on the mouth of the cave. Behind them, Geoffrey St. John, Fiona Fox, Rouge and Shadow were finalizing their attack plans while Antoine sat to one side, shaking nervously. Moving on St. John's signal, Elias and Knuckle joined the huddle while still watching the cave, followed shortly by a shivering Antoine.

"Calm down, Antoine," St. John hissed. Antoine's shaking slowed but didn't stop. St. John sighed before turning back to the others just as Elias whispered, "Knuckles, no!" Turning, the group saw Knuckles walking toward the cave, where Julie-Su, looking completely normal, had just walked out. "Damn it!" St. John whispered before moving away.

"Julie?" Knuckles started, walking slowly towards his friend. Julie-Su smiled, holding her arms out, beckoning him ever closer.

"Come here, Knuckles," she purred. "Everything's fine, I promise." Knuckles was only a couple feet away when St. John struck. Moving so silently even Knuckles didn't notice, he jumped, aiming a flying kick at Julie-Su's head. He was sure she wouldn't notice the blow that took her out, but her smile just grew wider.

Something moved, faster than Knuckles could see, and grabbed St. John by his outstretched leg, hoisting him up by the ankle. Knuckles stared, horrified, as the pink tentacle easily tossed St. John into the woods before retracting and joining the other dreadlocks on Julie-Su's head. She smiled at Knuckles, whose eyes were bulging.

A yellow flash behind Julie-Su announced Shadow's arrival as he attempted to subdue her. His punch was blocked by a metallic arm that had appeared without warning. Shadow turned, swinging his fist at his unseen assailant but was caught square in the face by steel foot. The force of the strike sent Shadow spinning until he crashed against the side of the cave mouth, unconscious.

"'Ultahmit life form' mah ear," Bunnie gloated as she stepped from the shadows. "One shot an he drops like a sack a potatoes." Antoine shivered as his love's gaze found him and the others in their hiding place easily. He and the others stepped from the brush and into the open, ready to face their foes. The two girls simply smiled at each other, Bunnie holding her arms out to Julie-Su to say "after you," before stepping back.

Moving on Elias's signal, the Freedom Fighters, apart from the still-shaking Antoine, leapt in for the attack. Julie-Su met them head on, each of her dreadlocks extending into a powerful tendril. Knuckles couldn't bring himself to use his full strength, but the others fought with everything they had. Strike after strike was deflected, parried by the nimble tentacles; the sheer number of combatants forcing Julie-Su to focus on defense, preventing her from attacking back. But then Fiona overextended, and Julie-Su capitalized on her mistake. She grabbed Fiona by the leg, throwing her down and pinning her to the ground with her foot. The Freedom Fighters fell back, panting from exertion, but Julie-Su barely looked winded, easily holding Fiona down.

"Julie, please stop," Knuckles pleaded with her. "Come back with us. Whatever happened to you, we can fix it. Let us help you." Julie-Su looked surprised for a moment, and then burst out laughing.

"Knuckles you really are an idiot. I love what I've become, what I can do. Look!" She tore her outfit off, revealing her naked body and the newly-grown cock between her legs. The Freedom Fighters gasped at the sight, unsure of what to do next.

Fiona was scared out of her mind; her uncomfortable position granting her a perfect view of Julie-Su's nethers. She screamed as something white sprayed out of Julie-Su's pussy, engulfing her in seconds. Julie-Su moaned, kneading her breasts as her silk wrapped around the screaming fox, ignoring the horrified gasps from her audience.

"IMPOSTER!" Knuckles roared; his mind unable to believe that this was the same person he loved. Blinded by rage, he charged straight at his friend. He never saw the blast of wet silk that caught him in the side and pinned him to a nearby tree. Bunnie smiled as she stepped from the tree line, a few streams of silk hanging from her swollen pussy lips.

That was the last straw for Antoine. Screaming his head off, he turned tail and ran back into the forest. Shaking his head, Elias turned to face the naked girls.

"Ignore him!" he cried. "We have to attack together or we're don-OOF!" His speech was cut short as Bunnie dashed forward, her flesh-and-blood fist driven into his chest. Her momentum carried them both into a tree trunk. Elias gave a choked gasp as he felt something inside him snap. His pain-muddled mind thought he heard Bunnie whisper "Ah'm sorry," before he blacked out.

Still dazed from the first blow, St. John watched from the woods as Bunnie wrapped Elias in silk. He knew he had to get Rouge and flee. He dashed out of the woods, intending to grab Rouge as he passed by and break for the village, but he was too slow. Julie-Su leisurely swung her leg around, easily tripping the skunk so he landed face down in the dirt. She rolled him over, keeping him pinned with her foot. St. John heard a scream and looked to see Rouge ensnared by pink tentacles.

Julie-Su sat down on his chest, trapping his arms between her legs. St. John was horrified to see her rigid shaft plop down right in front of his face. His eyes were drawn to Rouge when she suddenly moaned. He watched as the tendrils easily removed her clothes before caressing her flesh. Her moans turned to screams of pleasure as a tentacle slid effortlessly into her pussy, two more kneading her breasts.

"You foul mon-MMMFF!" St. John's insults were cut short as Julie-Su shoved her dick into his mouth. Disgusted, he tried to bite the foul thing off, but his sharp teeth couldn't pierce her flesh. Julie-Su moaned as his teeth scraped along her sensitive flesh.

"Oh yeah baby, I like it rough!" She held his head in a firm grip, then began slamming her cock down his throat, each thrust bringing a loud moan from her lips.

Knuckles had tried everything he could to break free that held him to the tree, but nothing had budged the webs so much as an inch. He could only watch as Julie-Su violated Rouge and St. John. He was so transfixed that he didn't notice Bunnie, carrying Elias and Shadow in her arms, walk up to him.

"Enjoy the show," she winked at him before disappearing into the cave. Knuckles stared, transfixed, as Julie-Su thrust forward, crying out, "Swallow it!" St. John's cheeks ballooned out from the sheer volume of spunk she was pumping into his mouth. He swallowed reluctantly; his only other choice was to choke to death on her cum. Julie-Su sighed in contentment as sheets of silk flowed from her dripping sex, wrapping around the helpless skunk.

Content with her cocooning job, Julie-Su turned her attention to the bat writhing in ecstasy in her tendrils. Rouge moaned weakly, her hips bucking uncontrollably as she was wracked by multiple orgasms. Her tunnel squeezed weakly around the tentacle inside her. She felt it reaching deeper inside her than any man had ever been, making her whimper as it caressed her sensitive walls. Rouge was so consumed by pleasure that she didn't realize Julie-Su's face was inches from hers until the tendril she was sucking on pulled away, leaving her gasping for air.

"P-Please, Julie," she breathed weakly, "tell me wh-what..."

"What happened to me?" Julie-Su finished. "I was given this most wonderful gift by my new Queen; a gift she would by more than happy to give you."

"She... she would?" Rouge asked, her tired eyes lighting up as fantasies played through her mind. Her eyes came to rest on the cocooned Knuckles, and she shuddered in delight as the image of her raping Knuckles endlessly came to mind. She turned back to Julie-Su. "Take me to her, please." Julie-Su nodded, setting her down gently before easily picking up St. John and Knuckles. Together, they walked into the cave.

* * *

Rouge gasped as she caught her first glimpse of the massive chamber of the hive. The other Freedom Fighters she had come with now lay in various webs placed around the chamber, some of them still struggling faintly. Leaving Rouge at the entrance, Julie-Su carried her two charges inside and placed them into more webs.

Fiona whimpered through her silk muzzle, trembling in the webs that held her as Uma walked towards her, swaying her hips suggestively. Smiling serenely, she crawled into the web and pressed her naked body against the helpless vixen.

"Sweet Fiona," Uma's voice dripped with desire as her hands wandered along Fiona's body, "always trying to act so tough, but I know the truth: deep down, you are a gentle soul that wants to help others." One hand slid down, burying two fingers into the fox's dripping pussy. Uma licked her lips as her eyes began to whirl, the light boring into Fiona's mind as she stared helplessly at the beautiful spider. "So won't you help me? Join my hive, help us grow."

"Yes, YES!" Fiona cried, her lust-fogged mind drinking up every word while Uma lined her hard dick up with the vixen's sex. Thrusting forward, she buried herself all the way to the hilt in the screaming vixen. Taking a firm grip on her hips, Uma pumped her hips relentlessly, her cock driving Fiona wild.

Rouge moaned as she watched the incredible sight unfolding in front of her; her fingers attacking her needy slit. She stared as Uma humped her hypnotized partner, the pair of them oblivious to everything around them. As she watched, she felt hands grab her breasts, teasing her hard nipples.

"Watch closely," Mina purred, her erection rubbing along the bat's butt as she pressed herself against Rouge. "Our beautiful Queen is changing Fiona, making her a part of our hive." Her voice grew husky with need; crystal pre soaking Rouge's ass. "And when she's done, it's your turn." Rouge could only moan; her eyes drinking in the sight of Uma spraying silk around the bucking Fiona.

Fiona's orgasmic screams drew every eye in the cave, her pussy spasming around Uma's cock as it filled her up with hot spiderspunk. Her world went white, blinded by the silk that leapt from Uma's breasts as her fangs sank into Fiona's neck, flooding her system with aphrodisiac venom. Within seconds Fiona was completely encased, still twitching faintly as Uma's cum and venom went to work.

Rouge's rapture was broken by a loud slurping noise. Turning her head, she saw Tails on his knees in front of Bunnie, eyes closed in bliss as he sucked on her swollen shaft. She couldn't believe that the same shy fox who blushed whenever she smiled at him was going to town on the rabbit's cock. Bunnie gave a sharp gasp, and Rouge watched as several distinct bulges traveled up the rabbit's dick and down Tails' throat. After swallowing the final bulge, Tails let the rabbit dick fall from his muzzle, whispering, "Thank you, Mistress."

Meanwhile, Elias awoke to a wave of pain in his chest. Groaning, he opened his eyes to find his sister smiling over him.

"You're finally here, brother," she whispered, stroking his face. Her face fell as she saw the pained expression on his face. "Bunnie is sorry that she was so rough with you. You just relax," she kissed his forehead gently, "our Queen said that she'll have a way to fix you up soon. In the meantime, there's someone who wants to say hello." She moved to one side, allowing Elias to watch as Cream reached into the silk that held him down and stroked his sheath, coaxing his dick to life.

"Wow, your lollypop looks tasty!" Cream chuckled as she licked the sensitive head before sliding the whole thing into her mouth, making Elias whimper as she expertly sucked on his cock. He was surprised to feel the pain in his chest dulling as Cream continued, her skillful ministrations filling his mind with endorphins and drowning out his pain. She knew exactly how to keep up his pleasure without letting him near the edge of climax, and could keep him there for hours if she wanted.

"Let her keep your pain at bay, Elias." Sally whispered, as Elias floated on a sea of hormones, all the fight sucked out of him by Cream's hungry mouth. "She won't stop until our Queen is ready." Elias could only moan softly in response.

Knuckles thrashed wildly, desperately trying to free himself as two figures approached him. Julie-Su and Amy smiled to each other as they walked up to the struggling echidna in their webs, both girls' cocks standing proud and tall.

"You can't escape," Julie-Su stated, laying a hand on Knuckles' head, forcing him to look at her. She lay beside him, moving in close so she could lick his face. "We could easily hypnotize you; make you our mindless fuck toy."

"But where's the fun in that?" Amy finished, lying opposite the echidna girl. Knuckles' heart quivered as the girls' shafts rubbed up against him, clear pre-cum soaking through his silk bindings. Amy giggled at the worried expression on his face. "Aw, what's the matter Knox?" she teased, "Don't tell me you're scared of a couple of girls that want to do naughty things to you?" Moving together, the two suddenly pulled a surprised Knuckles from his bindings before tossing him to the ground.

Knuckles found himself suddenly flying through the air and landing unceremoniously in front of the pulsing cocoon that held Fiona. A familiar voice made his head snap up. He watched, unable to look away as the cocoon shook violently before splitting open, Fiona greeting the world with a powerful scream, her brand-new cock firing thick globs of fox cum directly at Knuckles. He barely had time to scream before he was covered in thick vixen spunk, stream of silk quickly following as Fiona's breasts and pussy showered the poor echidna with the fruits of her birthing orgasm.

Rouge was too preoccupied to join in the rolling laughter at Knuckles' predicament. She was too busy dealing with the insatiable spider kissing her deeply, their tongues intertwining as Uma pressed Rouge into the web they were laying in. Once Fiona had been secured in her silk womb, Uma had coaxed Rouge away from the amorous mongoose and taken her over to an unoccupied web. Lying together, they passionately made out as Uma skillfully peeled the bat's clothes off.

"My dear Rouge," Uma broke the kiss, leaving Rouge begging for more, "what is it you desire of me?"

"I want to be strong," Rouge panted huskily, her body burning for the spider's caress. "I want to be able to make every man I meet worship me, beg me for mercy as I suck every drop of cum from their bodies. I want to bathe in their spunk as they offer themselves to me."

Uma smiled at her words. "Sounds wonderful, my dear. But for me to grant your wish, you have to give yourself to me and my hive. Will you become mine, sweet Rouge?"

"I will," Rouge whispered.

"Then let my gaze grant you your heart's desire." Rouge gasped as the spider's eyes glowed softly, a pleasurable fog creeping into her mind. Rouge sighed softly as she submitted to the hypnotic powers of her new Queen. Uma released her power once the bat's eyes grew glassy and dull. She stroked her hard shaft before positioning herself at Rouge's entrance, whispering, "Welcome home," before plunging herself into the bat's hot sex.

Rouge moaned helplessly as her pussy was filled again and again by the hungry spider cock. Every pore sang out in pleasure as Uma sprayed silk around her, relishing the feel of the webs cocooning her body. Uma grunted, the bat's tight tunnel driving her to a rapid orgasm. She buried her fangs into her neck, feeling her cock suddenly start painting Rouge's pussy walls with potent seed. Rouge cried out as the venom in her veins drove her desires to impossible heights, her clasping tunnel weakly milking Uma's spurting shaft even as her world faded to white.

Elias whimpered as Cream continued to work her lips along the prince's swollen shaft. She had kept him riding the same wave of pleasure since she began, not once allowing the squirrel to reach the crest of orgasm. Sally kissed his forehead as Fiona sauntered over, her cock still slick from her birthing orgasm.

"Ready to feel better, dear brother?" Sally whispered as Fiona positioned herself behind Elias, pushing her well-lubed dick up his virgin tailhole. The vixen gave a contented sigh, loving the feeling of being sheathed inside the prince as she gently humped her prick into him, making him gasp and moan from the unfamiliar sensation of being filled. At the same time, Cream climbed up in his lap and, guiding his weeping cock between her legs, sat down, taking his entire length in one stroke.

Both girls moaned as they drove their hips against the helpless squirrel. Elias cried out as Cream's hungry tunnel finally drove him over the edge, making the rabbit squeal in delight as her pussy milked the spurting squirrel cock for every drop of seed it had. Fiona loved the feel of Elias's shuddering body against hers, the knot swelling at the base of her shaft evidence of her impending orgasm. Elias suddenly squealed as he felt the vixen's knot push past his sphincter, locking them together.

"You won't escape me now," she whispered huskily in his ear, "You'll have to stay here and cuddle with us after I give you your medicine." She humped his rear hungrily, working what little wiggle room she had for all it was worth until she screamed, her canine cock pumping thick gouts of vixen spunk into the prince's tailhole.

Elias felt Fiona's dick twitching as she filled his bowels with her hot cum. He whimpered as his bowels began to tingle, the sensation quickly spreading through his body.

"What did you do to me?" Elias asked fearfully, her cum going to work inside him.

"Shhh, prince," she replied calmly, rubbing his injured chest. "My seed will make you all better. Just relax and let it happen." Unable to resist, Elias could only relax as the tingling sensation focused on his sore chest, growing in intensity until he thought he would go mad before it suddenly faded away, taking all his lingering pain with it.

"Feeling better now, dear brother?" Sally whispered as she turned his face so she could look into his eyes, her own swirling with hypnotic power, trapping his tired mind in a lust-filled fog. The girls all smiled as Elias slumped in the webs, his eyes glassy and dull.

Knuckles gave a rasping cry into Julie-Su's pussy as his abused cock fired another blast of hot seed into Vanilla's insatiable sex. Both girls grinned as they continued to rape the rebellious echidna. Exhausted by their assault, he lay back against the cave floor, trying desperately to catch his breath as Vanilla started slamming her hips against him again.

"Come on Knuckles, you can do better than that," Julie-Su purred, grinding her soaked pussy against his face. Knuckles could only whimper in response as Vanilla's skill forced another orgasm from his weakening body, making him pass out from exhaustion.

"Hmph," Vanilla snorted, climbing off the unconscious echidna. "He didn't last nearly long enough to satisfy me." She licked her lips as she and Julie-Su walked over to the other bound Freedom Fighters. "I wonder if the 'Ultimate Life Form' can live up to his reputation."

Slowly, Knuckles opened one eye, checking if anyone was watching. It had taken everything he had to stave off the darkness after that last climax, but it would be worth it if he could escape. Once he saw that the coast was clear, he slowly began to stand up, glad that the girls had removed most of the webs binding him. After a few minutes, he finally got his feet under him, and he suddenly took off, sprinting for the entrance.

Just as Knuckles thought he was going to make it, a heavy weight suddenly caught him in the back, driving him to the ground. At once Knuckles felt something thick and hard force its way into his ass, and he cried out in surprise as soft breasts pressed him into the cold floor.

"Where do ya think you're goin, sugah?" Bunnie purred as she began hammering into his ass, making him cry out with every thrust.

* * *

Antoine's panicked fleeing carried him all the way back to Knothole, where he crashed headlong into the door of the nearest hut, sending him sprawling inside. Finally calming down, Antoine finally noticed where he had ended up.

"Mon dieu, I'm en the princess's hut," he spoke aloud, slowly standing up. Looking around, he saw a soft blinking light coming from Sally's dresser. Antoine walked over, picking up and opening Nicole; the source of the blinking light.

"Finally, Sally," Nicole stated, her small screen lighting up, "I got a message from... Antoine?" Her camera focused on Antoine's face. "What are you doing here? Where is Princess Sally? I have an important message for her concerning Uma Arachnis."

"Nicole, Sally was captured by Uma." Antoine spoke nervously. "She and the other Freedom Fighters, Uma did something to them. Please, you have to help me!" He blinked as Nicole's holographic form flickered into existence, worry plain on her face.

"I am afraid I cannot help you fight, Antoine, and you know it." Antoine slumped at her words. "But at least I can give you the Bride's message. Perhaps it will make more sense to you." Her form blurred and shifted, until it was replaced by a spider woman in a cloak, her face hidden.

"Princess Sally," the spider began, "I am the Bride of Endless Reach. Though I know you only through my people's words, I pray you will be willing to aid me."

"Four days ago, I sent Uma Arachnis to retrieve an ancient artifact that once belonged to my people long ago. However, she has failed to report in, and I fear she may have fallen under the artifact's power. You see, the artifact is a unique form of Chaos Emerald, revered and worshiped by my ancestors long ago for the gifts it gave us.

"In ancient times, the crystal granted us the strength and ability to rule over our territory in the open, without the need for subterfuge. The crystal also increased our people's libido and fertility, which is why it was placed in the statue of a fertility goddess. But the crystal also grew stronger the more sexual activity occurred near it, and it wasn't long before the crystal began to change any female who came in contact with, and it was sealed away before it overwhelmed our people."

"We had hoped the crystal's power would have diminished over the millennia, but I fear that it may actually have concentrated, becoming more powerful then ever. I implore you, please locate Uma Arachnis. If she has been altered by the crystal, you must destroy it." The Bride's form was replaced by Nicole's as the message ended.

"That is the entire message." She looked over to Antoine, who was shivering. She moved to console him, and he suddenly cried out, dancing around wildly.

"Eet's up to me, eet's up to me!" He repeated endlessly, deaf to Nicole's words as he ran off, his overconfidence carrying him back into the woods. Nicole sighed as she watched him leave.

* * *

His enthusiasm exhausted by the long run, Antoine nervously entered the cave. Shaking slightly, he slowly worked his way through the tunnels, muttering about the Bride's message and what it might mean along the way. As he finally came upon the main chamber, he was shocked to find it completely abandoned.

"My word," he gasped, entering the empty cavern, fresh silk still hanging from the walls and ceiling. "They are all gone! They must have fled when they realized they could not stand up to the great Antoine."

"Or maybe they just wanted to draw you in," a seductive voice purred from the ceiling. Antoine didn't have time to urn before a heavy weight forced him to the cave floor. The weight growled lustfully, hungry paws eagerly tearing of his clothes before flipping him on his back. Antoine yelped, the view of Rouge's nude body making him blush. Suddenly she lunged forward, her sharp fangs piercing his neck, sending her aphrodisiac venom surging into his body.

Antoine screamed as the bat girl bit him, unnatural lust burning in his flames. In moments his shaft was painfully erect; Rouge licked her lips eagerly at the sight of his dripping dick. At once she pushed her hips down, forcing him into her tight tunnel. As his eyes bulged, Antoine could see shapes emerging from the shadows around the cave ceiling. Before long he was completely surrounded by hungry-looking girls.

"I am intrigued by what we heard you saying before," Uma said. "Won't you tell us?" Her eyes began to glow, but Antoine had already slammed his eyes shut in terror. Sighing, she stopped her hypnotic power. "This would be much easier on you if you simply submit to us, Antoine."

"I'll n-never tell you anyt-thing!" Antoine's chattering teeth betrayed his fear. Rouge got an evil glint in her eyes as she continued to stare at Antoine.

"Allow me, my Queen." She purred, "He will not be able to resist my pleasure." Rouge began to grind her hips, her tunnel grasping and clenching his helpless shaft. Antoine whimpered as he felt her inner muscles come alive, moving in ways no normal woman ever could. Before long he was gasping and moaning as he neared his climax, but just as he was about to reach his peak, Rouge clamped down hard on his sensitive cock. He cried out, his pleasure being held at that impossible edge.

"Tell us," Rouge said calmly. Antoine shook his head violently, desperation setting in. "Being held on the edge of release is the most unbearable thing a man can experience, and I can keep you there for days if need be." She leaned her head in close so she could whisper in his ear. "I won't let you cum until you tell us everything." She smiled as her pussy massaged his dick, driving him mad but keeping the release he desired just out of reach.

Antoine tried to hold out, but after a few hours he couldn't take it anymore. Breaking down in tears, he told them everything they asked. The bride's message, Knothole's defenses, everything he knew he gave willingly. At last Uma nodded and Rouge gave him that one last squeeze he needed to set him off. Antoine roared, his pent-up lust exploding all at once inside Rouge; her pussy eagerly gulped down every drop of fertile seed. At last he lay back, exhausted and weeping. Bunnie moved forward, taking the broken coyote in her arms, consoling her lover and coaxing him to look into her glowing eyes. Antoine had no strength to resist and was soon slumbering in Bunnie's arms.

Uma's brain was in full gear, pouring over every bit of information they got from Antoine, revising her plans now that the Freedom Fighters were all hers. But it was the final nugget of information, the one about the artifact growing stronger by drawing power from nearby sexual activity that intrigued her. Since she had first established her hive, the statue has been resting on its pedestal in the main chamber, bearing silent witness to every transformation, every lust-driven orgy that had taken place there. Slowly she approached the artifact, the girls following reverently behind her. Uma reached through the protective webs, removing the golden statue, which seemed to pulse warmly in her arms.

"If this responds to sexual energy, then I wonder what will happen if I..." Uma lowered the artifact towards her pussy, gasping as the crystal brushed against her nether lips. She ground her hips against the crystal; its unnatural warmth quickly spreading through the spider's body, quickly driving her towards the most powerful climax she's ever felt. In seconds Uma was crying out, her juices soaking the silver gem as they squirted from her quivering sex.

Light burst from the gemstone, the bright glow obscuring its shape and forcing everyone else to shield their eyes. Uma stared, transfixed, as the light flowed into her sopping cunt, carrying the crystal with it. The powerful glow was barely diminished as it shone through her body; the gem's outline clearly visible on her flat stomach for a few seconds before she was completely engulfed by a sphere of white light.

Beams of light shot from the sphere, striking each girl square in the chest, sending them all sprawling to the ground as their bodies were overwhelmed by bursts of pleasure, knocking them unconscious. The entire event lasted only a few moments before the light faded away. Tails rushed in from the side chamber where the other males were bound up, before stopping dead in his tracks, eyes bulging in surprise as he stared at his Mistress.

From the waist up, Uma looked nearly unchanged. She had lost her lowest pair of arms, the remaining four caressing her breasts and hips. But it was the sight of her lower half that had stopped Tails cold. Uma's hips melded seamlessly into the thorax and abdomen of a giant spider. She stood on eight graceful legs, towering over the other Mobians. Black chitin covered her lower body, protecting it from any harm. The spinnerets at the tip of her abdomen flexed, spraying silk over the floor as Uma explored her new body. Tails watched as the chitin where her sex had been slid open, allowing over a foot of pink fleshy tube to push free into the open air. The end of the tube opened slightly, allowing Tails to glimpse the muscled depths within.

"An ovipositor," Uma whispered, wrapping two hands around the prehensile tube and stroking it gently, making her moan in delight. A second tendril slid from the underside of her abdomen, dripping clear fluids on the stone floor as Uma worked two fingers into the first ovipositor, the fleshy tube sucking hungrily on her digits. She suddenly cried out as her ovipositors pulsed, spraying incredible amounts of thick spiderspunk, covering her face, chest and the stone under her.

"Mistress, what happened? I saw a bright light and..." Words failed him as Uma turned to the fox, her now-silver eyes seeming to see into his very soul.

"I have grown into my full potential as Queen, little fox," Uma spoke plainly as she surveyed the girls, who were finally beginning to come around. Knowledge filled her mind; she knew exactly what gifts the gemstone had bestowed upon them.

"My sisters," Uma began once all the girls had risen, "we are complete!" The girls all cheered as they rushed up to admire their Queen's new body.

"You're beautiful, my Queen," Sally purred as she caressed the chitin on Uma's abdomen.

"And strong!" Julie-Su added, feeling the strength in one of Uma's legs.

"And tall!" Cream chimed in from her vantage point on her mother's shoulders.

"That light," Fiona mused, one had on her own belly, "It did something to us. I feel different... stronger."

"That's right, dear Fiona," Uma replied. "You are stronger, all of you; both your physical prowess and your hypnotic abilities have grown. In addition, each of you has been granted the power to convert others into our hive, just as I converted you."

"We can change other girls into herms like us?!" Amy exclaimed in delight, the others joining in her excitement. It took Uma several minutes to calm them all down enough for her to finish.

"My sisters, the time has come for us to spread our gift, and make a true hive for ourselves. Tonight, we take Knothole!"

* * *

Twilight settled across the Great Forest, bathing the unsuspecting Knothole village in pale golden light. Moving like a well-trained army, the girls had silently surrounded the village, never once revealing their presence to the Chaotix, who had stationed themselves along the outer edge of the village to protect it. Uma watched from her hidden vantage point, Tails crouched nervously beside her.

"Everything will be fine, my little fox." Uma purred, petting Tails on the head. "Just relax and enjoy the show." Moving on her silent signal, the girls struck. Streams of webbing shot from the forest, ensnaring every Chaotix member in wet silk, pinning them to trees, walls, even the ground. Vector, the only one of the Chaotix whose mouth wasn't obscured by the initial volley, tried to call for help but was quickly silenced as Rouge swooped down from the trees and covered his maw in sheets of silk. The girls now took the place of the Chaotix, attacking any villager that strayed too close to them.

Satisfied that no one would escape now, Uma casually strolled into the village, leaving Tails behind to watch. She ignored the few villagers she passed on her way to the central square. Most of them followed behind cautiously, unsure if the strange creature was friend or foe. At last Uma reached the village square and, smiling to herself, began her declaration.

"Hear me, citizens of Knothole!" Uma's voice carried throughout the village, coaxing many people out of their huts and into the square. "For too long you have lived in fear. Fear of Robotnik, of Mammoth Mogul, Ixis Naugus and many others who would do you harm, but I am here today to tell you that those days of fear are over! From this day forward, Knothole, and everyone in it, will be a part of my hive. Fear not!" Uma raised her arms to silence the crowd, as her declaration had been met with cries of terror and outrage from the villagers. "Joining my hive is liberation, not enslavement! Once you have joined me we will have the power to protect not only Knothole, but all of Mobius from Robotnik and others like him."

"Sonic the Hedgehog, Princess Sally Acorn and the other Freedom Fighters have already joined me, and now it is your turn. I invite any and all females of age to come to me, accept my gift in peace. Do not resist; you will only succeed in wasting my time and your energy." Her speech finished, she stepped into the center of the square, waiting for the villagers to make the first move.

A raccoon girl timidly approached Uma, who smiled as she bent down to scoop the girl into her arms. Uma effortlessly removed the girl's clothes, giggling at the blush spreading across her cheeks. Her hands went to work, caressing the blushing raccoon while coaxing her front ovipositor out, guiding it towards the girl's pussy. The two ignored the gasps and yells from the crowd as the spider's fleshy tendril slid its way into the dripping raccoon sex. Uma wasted no time in pushing her ovipositor deep into the moaning raccoon, working it past her cervix and into her womb. She held herself still as her inner muscles flexed, forcing a distinctive bulge up her shaft and into the squealing raccoon. The girl cried out as the egg slipped free from the ovipositor and into her womb, the sudden orgasm crashing into her proof that the egg had already begun its work.

She was panting heavily as her internal structures were painlessly shifted around, converting her into the newest member of the hive. The flesh above her pussy rippled and shifted, forming itself into a distinctly male sheath from which a distinctly male shaft pushed out. The raccoon, her transformation complete, slid free from her Queen's arms to stand beside her, allowing her hands to explore her new anatomy. "Thank you, my Queen," she said reverently.

The tension that had been building in the crowd since the raccoon stepped up finally snapped as someone screamed. The crowd surged and split apart in a panic; some fled, others tried to hide, while several turned to fight against the spider and her newest convert. The raccoon responded by pouncing on the nearest aggressive Mobian, webs spraying from her breasts to bind her prey.

Tails watched with baited breath from his vantage point as the attack began in earnest. The crowd his Mistress had attracted scattered in every direction. Those that tried to flee the village were easily snared by the girls who were guarding the border. He couldn't help but blush at the moans of pleasure echoing up to him. He began to work his way towards the village, keeping hidden all the while lest he be caught and punished.

Tails walked past a pair of converted Mobians just as he entered the village. Recognizing him as property of the hive, they allowed him to enter unchallenged. The first girl simply winked at him, while the second licked her lips hungrily as she slowly stroked her hard dick. Tails blushed at the invitation, but simply pushed on into the village.

Everywhere Tails looked he saw villages being taken by his Mistresses, both old and new. But what surprised him was how varyingly the villagers were being treated. The ones that struggled and fought, those who let anger or hate control them were being forcefully raped, while the one who were either afraid or submissive were expertly seduced into gentle, passionate lovemaking. He watched as Charmy was frenched by Julie-Su, as Sally painted Lupe's face white with squirrel cum, as Rouge eagerly had her way with several glassy-eyed males. He even saw Rosie, a noticeable tent in her blouse, herd all the younger kids into a hut before ripping her clothes off, sealing the door with her sticky silk, and joining in the fray.

Wading through the chaos Tails finally found himself at the edge of the village square. He saw his Mistress, his Queen, dealing with a large group of Mobians and moved to help, but he stopped when he saw the look of serenity on Uma's face; she knew she had nothing to fear from the mob of villagers.

A young bobcat fell to the ground, his feet swept from under him by a powerful spider leg. Quick as a flash Uma spun around to crouch over him, and as she did she raised her abdomen, letting a wide sheet of silk fly from her spinnerets to entangle several more villagers. The boy whimpered in fear as Uma's rear ovipositor slithered out of her abdomen and towards him, the tip gaping open like a hungry mouth as it forced itself into his sheath, gulping down his flaccid cock.

A second bobcat, blinded by rage, charged Uma head-on only to be snared by a blast of silk from the spider's breasts. Uma effortlessly hauled the struggling girl into her arms, turning her head so that their eyes met. The bobcat quickly ceased her struggles, her mind overwhelmed by the spider's hypnotic powers. She could only moan as Uma's front ovipositor slid up her skirt, around her panties and into her pussy. The bobcat boy cried out in orgasmic bliss as his dick was remorselessly milked, his climaxes coming one right after another, the insatiable ovipositor gulping down every drop of the boy's seed. Uma sighed contently, her pulsing ovipositor forcing an egg into the bobcat's womb, starting her conversion.

Desperate to stop the spider, several others tried to get close only to be forced away by her powerful legs. Those foolish enough to attack from behind were bound in silk. Now completely exhausted, the bobcat boy fell unconscious under the spider's expert ministrations as his sister writhed in ecstasy in her arms. Uma arched her abdomen, cocooning the boy before letting the newly-changed girl down.

And so it went. One by one, each and every villager was caught. Every girl was changed, while all the boys were captured and hypnotized. As the last ray of sun faded from the sky all the girls cheered at the formation of their new hive.

* * *

Tails approached the large meeting hall apprehensively. A few moments ago Bunnie had pulled him out from under Rouge and Fiona, telling him that Queen Uma had summoned him to her personal chamber. Worried he had done something wrong, he pushed the door open to find the building's interior transformed. Every piece of furniture had been removed, replaced by a large central web where Uma sat, waiting. Silk covered every surface, allowing the light from a single lamp to illuminate the entire chamber. He swallowed audibly as his Mistress pulled him into the web to sit beside her.

"Relax, little fox," she giggled, hugging the surprised boy, "I did not call you here to punish you." Tails looked away for a moment before Uma's hand gently turned his head back to her. "In fact, I brought you here to give you a most precious gift; to reward you for your wonderful service and obedience to us." Her lips brushed against his in the softest of kisses before she pulled away. "Will you accept my gift?" she whispered in his ear. Tails thought it for a few seconds, unsure of what she was offering, before he nodded.

Uma pressed him into the web, kissing him passionately as they lay together, her front legs on either side of him. Tails moaned into the kiss, caressing his Mistress's breasts at her insistence. Before long her ovipositor was grinding against his groin, seeking out his hardening shafts. Uma broke away to look into his trusting eyes and, smiling, allowed her fleshy tube to engulf his lower dick, making him gasp at the sudden sensation. Tails was panting hard in seconds, the powerful gulping motions of the muscular flesh felt like his Mistress was trying to suck him dry. He came a few moments later, his back arching from the explosive force of his orgasm. He screamed, every nerve in his body alive with pleasure as his fox seed rocketed up his shafts. Uma purred, her hungry ovipositor drinking down every drop as his upper shaft showered her face and chest in the boy's spunk. Tails whimpered weakly, surprised his orgasm wasn't letting up.

"Your cum won't stop flowing until I say so." Uma licked her lips, one of her hands wrapping around Tails' upper shaft, stroking it even as her ovipositor continued to milk him. She continued to drain him for several minutes until, at last, she gently pulled away, her ravenous tube reluctantly releasing his dribbling shaft. She moaned contently, her body already processing the fox's seed, preparing for the next stage.

Tails was gasping for breath, the powerful sensations finally abating. He barely moved as Uma sprayed webbing over him, the wet silk wrapping around him snugly, but leaving his head and hips exposed, his legs spread open. She moved to cover him with her abdomen. He whimpered softly when he felt something wet press up against his tailhole.

He cried out as his Mistress thrust her ovipositor into him. She pushed every inch into his body, reaching deeper into him than any of the other girls had ever been, before holding herself there. A cool sensation flooded his insides as she pumped a special cocktail of hormones and chemicals into him, preparing his body for what was to come. Tails suddenly felt a bulge at his tailhole before her muscles pushed it easily past his sphincter. Several more bulges followed the first as they made their way through her ovipositor. As the first egg burst from the tip Uma moaned in pleasure, each egg driving her closer and closer to orgasm. As the twelfth and final egg slipped free she cried out, bulging the fox boy's belly with a deluge of white-hot spider cum, her other ovipositor coating the walls in pearly streaks of spunk.

Tails felt the strength drain out of him with each egg she laid in him. When she flooded his bowers his vision was blurry, his head swimming. He tried to speak as Uma gave him one final kiss before pivoting around, giving him a perfect view of her spinnerets before his world went white.

* * *

Uma watched as the cocoon that had lay still all night finally stirred to life, it's occupant preparing to greet the world anew. The silk split down the middle, allowing the fox inside to taste the fresh air. Tails cried out, cum rocketing from those twin shafts. Three streams of silk soon followed as her new anatomy joined in, webs flying from her newly-formed breasts and pussy for several seconds. Uma beamed as Tails calmed down, running her hands over her new, slender body.

"Welcome to the hive, sister."

THE END