It was like any other hill they had past in the last few hours. The rolling hills were gentle swells, covered in tall grasses that waved in the breeze. Nothing gave a hint that it was anything else.

At least until they reached the top.

When Erlea saw a village in the valley, she froze in shock. Scattered huts made of branches and furs were scattered between the hills. Almost every single one had deer, rabbits, or other creatures hanging from wooden frames. Between every few of them was a large fire tended to by a couple large, green creatures.

At first, she thought they were goblins but goblins were short creatures with wild hair. These were massive, hulking creatures easily two and a half meters tall with bulging muscles and slicked back hair. All of them were bare-chested, with well-defined pectorals and black hair covering their obvious abdominal ridge. Each loincloth stood up with a cock at half-mast underneath the leather.

“Oh… we're so fucked,” gasped Billie.

“We….” Erlea landed on the ground. “We need to sneak—”

One of the creatures looked up from the fire, his yellowed eyes widening.

Erlea felt a quiver between her legs. It pulsed with anticipation.

“We need to run,” whispered Tira as she stepped away. “Those are orcs. If they catch us, we're really—”

The creature pointed with one thick finger. “Breeders!” he roared with a booming voice that kicked up flocks of birds.

“Shit!” swore Billie. “Run!”

Tira's body blurred as she jumped up. Her wings snapped out as she beat rapidly, blowing wind in all directions as she arched backwards. Her breasts sparkled with motes of light as she came around and then flew in a straight line after the beetle girl.

Erlea spun on her own heels and took to the air, dragging Miere into the air after her. She summoned her Barrier around her and her lover and then buzzed after the others.

Behind them, the orc continued to bellow out orders. His voice grew softer but there were other roars that rose up from the valley behind them.

“Where?” yelled Billie as she gestured ahead of here. There were three directions they could go: toward a thick knot of trees, what appeared to be some sort of cave-like opening, and rolling hills.

Erlea cringed as she looked at them. None of them looked safe.

“Pick one, damn it! And hurry!”

The sounds the orcs behind them rose up. Erlea glanced behind to see there were at least fifty of them armed with notched swords charging over the hill in a green swarm of violence.

“Choose, you fucking bee!” Billie ran at her limit, her brown body flashing in the sunlight as she sprinted into a short valley toward the next hill. Her blade arms were almost molten in the light.

Gasping, Erlea looked ahead. The cave was out of the question, it was too easy to imagine being trapped in a dead end. That left the black woods where they could be ambushed or the fields were they would be obvious targets.

Her wings beat harder as she flew higher, looking for some answer. Her hand clutched Miere tightly as she drew up.

In the air was safe, she thought. Then, for a brief shameful moment, she considered leaving Billie behind and leading Tira and Miere high above where the orcs couldn't catch them.

“Pick, you stupid, fucking bee!” screamed Billie.

Erlea tore her thoughts away in shame. She gestured to the open field as she realized she had an option. “Straight and to the right, open fields and keep charging!”

As Tira flew lower to keep up with Billie, Erlea turned to her lover. “Do you want to go with them?”

Miere's eyes shimmered. Her wings beat with fear as the smell of honey tickled Erlea's nose. “You aren't going.”

“I'm going to stop the orcs and catch up.”

“T-Then,” Miere's voice lowered into a whisper, “I'll stay with you. I won't run away.”

Erlea cringed. “I was kind of hoping you would.” She stopped flying forward and brought herself into a sharp hover. Her wings beat rapidly, swirling the air inside the Barrier.

Miere slipped to over in front of her, their breasts rubbing together. She looked terrified as she smiled. “Whatever it takes, I won't run away again. I promise.”

Erlea and Miere shifted position so Erlea was right at the edge of her shield and staring at the charging orcs. Seeing the muscular creatures, she felt a wave of desire rising inside her.

Then anger. Energy rippled down her arms as she reconfigured her RKAs to be area effect damage. She trembled for a moment before she brought her arms up. Energy and END flowed into her blow as she held it for a long count before she fired.

A circular blast exploded into the front ranks of the orcs. Blood and body parts flew out in all directions but the orcs charged around it.

Erlea's wings beat in an angry buzz and she took out the front ranks of the orcs, blasting away each one with powerful explosions that tore holes out of the ground. The RKAs punched through whatever the orcs used for armor and tore flesh from bones and shattered skulls.

She flew backwards away from them as she waited the precious seconds before she could reconfigure her RKAs again.

Orcs from the back ranks managed to rally enough to throw a wave of spears at her. She saw the storm of sharp points sailing high into the air before they came arching toward her. The throws were easily twenty meters away but they all aimed for her as if they were thrown by sharpshooters.

She cringed as the world grew darker from the spears. She could only pray that her Barrier would hold as she gathered energy for another blast to take out the spear throwers before their second throw.

The first of the spears caught her Barrier. It snapped in half as the blade left a sparkling line down the hexagon that stopped it. The golden energies grew darker for a moment.

Then more spears struck her shield. The sparkling energies became little explosions of light as the shield rapidly turned red from the impacts. Cracks formed along the shield and she cold feel the energies falling apart.

Erlea tensed, her body shivering as more of the impacts crashed against her shield. Each one sent a shiver through her spine as she waited warily to see if it would hole.

The Barrier shattered.

The last few spears burst through the crumbling energies. A few grazed her and left burning lines across her naked skin but most whistled past.

Miere let out a cry of pain.

“Are you okay!?” Erlea didn't dare to stop to check her lover but her heart ached at the sound. She glared as she focused another massive explosion right in the middle of the archers.

Their broken bodies launched in all directions, spraying blood and organs across the ground as she left nothing but a smoking crater behind. The orc screams were unheard over the bellows of the charging ones who ignored their fallen tribe.

“They clipped me.” There was a warmth of energy along her back. “I'm healing it. Just keep killing.”

Erlea gave a grim smile as she let the energies of her RKA reconfigure to reducing her energy expenditure but also giving her rapid-fire blasts. The steady booms of her area effect explosions turned into high-pitched thuds of the blast as her attacks took out the front lines one-by-one. Her entire body shook from each blast as she mowed down the charging orcs and tried to pick off the archers who survived.

Her wings buzzed loudly as she hovered, jerking from one side to the other to avoid a stray spear. Not having a Barrier up made her nervous, but with the approaching orcs, she couldn't risk spending a turn to bring it up.

At the same time, she couldn't stop thinking about Miere. Her lover was vulnerable behind her. She had to bring it up.

Gulping, she waited until the right moment, when she would be able to squeak in two attacks in rapid succession. She started with a wave of RKAs that pushed back the charging orcs and then finished by yanking the Barrier back up around both of them.

The next round of spears, a lot less than before, slammed into the Barrier. It held but she could see it wouldn't survive a second wave.

However, the lead orcs were on her position. Despite her hovering above the ground, they didn't seem to care as they rushed up and swung at her feet. One lead orc, his filthy body dripping with sweat and his leather armor flapping, jumped up and slashed out.

His notched blade missed her toes by only centimeters.

She flew harder, lifting herself.

Before the jumping had landed, another orc slammed into him. He planted one foot on the first's back and then launched himself higher into the air. More of them followed, crushing the orcs underneath as they used bodies to grab for her.

Suddenly overwhelmed, Erlea focused on firing straight down. She blasted the orcs underneath her, blowing away heads and exploding chests, but the swirl of muscular green bodies refused to stop. The pile of corpses continued to gather, creating a mound of death and making it harder to escape.

She moved back but bumped into Miere's curvy body. The touch was electric and distracting.

“Fly back!” she snapped.

When the wind of the wings subsided, Erlea backed away to avoid the mound of orcs that was swarming to catch her. She held her hands up, firing RKA after RKA into the bodies but they wouldn't stop reaching for her.

The orcs didn't stop. They tumbled over each other as they grabbed her hands, their fingers brushing against her toes before they plummeted to be trampled by the others.

Erlea focused on picking them off, using her rapid-fire RKA to kill them in rapid succession. If she could just keep hovering, she could slaughter the tribe and bring her friends to safety.

The spear slammed into her shoulder, tearing open her flesh and scraping against bone as it lodged itself into her join. Blood sprayed across her face and neck as the force twisted her body back. The weight yanked down on her and her wings strained to keep her aloft.

“Erlea!”

She looked up to see more spears flying through the air. With a sinking sensation, she couldn't move fast enough to avoid as one massive blade slammed into her thigh while another pierced her stomach. It didn't seem like it pierced her deeply, but she felt some of the muscles of her stomach snap and then her leg go limp.

Stunned, she fell. Her wings beat helplessly as she lost control of them.

Miere's scream followed after her, high-pitched and terror filled.

Erlea reached out for Miere as she plummeted. “F-Fly!” she gasped before she slammed into the pile of orc corpses. Her wings caught underneath her body, sending a pang of lust surging through her body as her limbs smacked against bloody bodies.

“Erlea!” screamed Miere again. Her wings buzzed violently as she circled around, tears sparkling on her face as she peered down.

A spear sailed over Miere's head.

Erlea gasped and reached out out. She scrambled to flip over with her body sinking into the puddles of gore that she had ignited with her RKAs. “Fly! Damn it, fly!”

Tears painted Miere's face as she turned and buzzed away.

A spear caught her right in the back, between the wing joints.

Erlea's heart stopped

Miere plummeted to the ground. She hit a grass hill with a thud and flipped over, her limbs splayed apart.

“Looks like we got two cunts to fuck tonight, boys!” roared one of the orcs.

Erlea looked up to see herself surrounded by orcs. Their muscular bodies were slick with sweat, but it was the massive cocks that started to tent their leather loincloths that brought a surge of helpless desire coursing through her body. They were huge, larger than the slimes, larger than the goblins. The only thing she saw close to the size of the gnarled length of dick was the shucks and she couldn't imagine either being shoved into her body.

The speaker, the only one wearing red, leaned over. His cock swung down below his loincloth. “Ready to repopulate the encounter tables?” he said in a low growl.

A low growl of agreement from the others brought a shiver of lust and fear through Erlea. Her eyes glanced down to the growing cocks around her and she felt her own pussy began to relax in anticipation.

The lead orc glanced in the direction that Miere fell. “Go get the other cunt. I thought I saw some others so only fuck her a little first.”

“Yes, sir!” Smiling, about ten orcs headed toward the hill, rubbing their massive cocks with one hand. The musky smell of excitement began to intrude over the smell of blood and gore.

Erlea shook her head. Shaking, she lifted her hand as she summoned the energies for an RKA. It rushed down her arm as she prepared to blast the orc in front of her.

He snapped his fingers.

Powerful hands reached from behind her and grabbed her wrists. With cruel strength, the orcs twisted her arms behind her and pinned them painfully against her back, crushing her wings.

A blast of heat exploded inside her sex. Hot liquid dribbled down her thigh as all the energy faded away along with the long moan that escaped her lips.

The orc holding her squeezed tightly, straining her arms and forcing her back to arch. She couldn't help but thrust her large breasts up toward the orc leader. Her nipples ached to be touched even as her pussy dribbled with her insatiable need to be bred.

On the ridge behind the orc, about halfway between her and Miere, two heads popped up. From a distance, she could tell it was Billie and Tira. They ducked down.

Erlea whimpered as her eyes scanned the hill. She couldn't see Miere but she couldn't imagine her lover's horror at being raped. If she had to choose, she would have picked herself.

The lead orc stepped forward, blocking her view of most of the hill. He reached down to stroke her cheek. “That is a fucking pretty mouth there.”

With her stomach heaving at the thought, she turned away.

He grabbed her chin.

She cried out and strained to look away but he slowly levered it back to face him. However, he didn't lift it, only kept her staring at the massive cock that twitched and grew in front of her.

His shaft was thicker than her arm, a gnarled length marked by ridges and veins, all of them deep. The smell of cock was strong in her nostrils, a musky scent of two balls aching to be emptied into her fertile womb. It looked thicker than her mouth, there was no way it would fit where he obviously intended to shove it.

In the corner of her eyes, she spotted movement. She glanced over there but didn't see anything. Then, as she turned back, she spotted Billie's hazy form approaching.

The beetle girl had some sort of refraction surrounding her. It made seeing her difficult while looking directly at her, only the corner of Erlea's vision could catch it. Billie was creeping closer, her arm blades glinting as she crouched to attack.

Erlea tensed and then looked toward Miere. She whimpered and turned back to shake her head while looking directly where Billie should have been.

Billie froze.

The lead orc didn't seem to notice. He ran his thick thumb along Erlea's bottom lip. “Don't worry, we'll knock up that pretty cunt of your soon enough but I'm in the mood for hearing you choke on my cock.”

A low rumble of laughter rumbled through the gathered orcs. Most of them were rubbing their cocks, their yellowed eyes glinting with anticipation. None of them seemed to notice or even care about the corpses surrounding them.

Tears filled Erlea's eyes as she tried to find some way of speaking to Billie without revealing her presence. She made a show of shaking her head. “No, not me,” she said a bit louder than she intended. In the corner of her eye, she watched Billie.

Billie straightened with a frown on her face. Then she shook her head emphatically. Her arms crossed in front of her as a scowl etched her face.

Erlea looked at her pleadingly. “Please?” Then she remembered the orc. Looking up, she realized she was digging herself deeper into her own torture. “P-Please?” she said in a less pleading voice.

“Well, then do you think we're only going to fuck that friend of yours?” asked the orc. He smiled, two large fangs peeking out. His cock surged thicker, swelling as clear fluids dripping down. He jammed his thumb into her lip, peeling it back. “I have an entire tribe to populate and it's going to take both of you cunts to do it.”

“Y-You'll kill her, she can't handle you.” She nodded as minutely as she could. “You'll be too big.”

In the corner of her eyes, Billie shook her head.

“Please!” she screamed, begging with all her might.

The orc stepped back. His eyes scanned her over before he slowly shook his head. Leaning to the side, he addressed the nearest orc. “Pull that cunt off the other's dicks and bring her here. I think this bee needs to be taught that breeders are nothing more than cunts and if I want to fuck until she chokes on cum, then that's my choice.”

More laughter.

Two orcs headed out. They scratched themselves as they climbed the hill and out of sight.

Erlea glanced to the side. She couldn't see Billie anymore. She hoped that the beetle girl had listened and saved Miere. But part of her knew that was a long shot. Billie was furious at Miere, would she hesitate before abandoning both of the Honningbies to their rape?

“Until then,” said the orc. He grabbed her lower jaw and pushed down.

She resisted for a moment but it was obvious he wasn't going to stop when he ground down. Slowly, she opened her mouth as a soft gasp escaped her throat.

Chuckling, the orc reached down and pulled his loincloth away. He grabbed the base of his cock, crushing the thick patch of black hair down to wrap around the thickest part. He levered it up and the heavy length smacked against her chin as he casually smacked it against her cheek.

It felt like being slapped.

His cock was moist and already dripping with pre-cum. It smeared across her face as he thumped the bulbous head against her face.

Even the tip was large, about the size of her fist. The head was shiny, the skin stretched tightly over the end with a wide opening at the end. Behind his glans was a deep ridge that gave the impression it was designed to lock into a vulnerable cunt.

She shuddered at the sight of it even as waves of heat grew from inside her pussy.

He smeared his cock across her face, painting her lips with his pre-cum. Even without closing her mouth, she could tell it had a strong, salty taste. “Come on, Cunt. Give it a lick.”

She glanced around for Billie.

He smacked her face with his cock. “Lick it,” he commanded.

When she didn't look at him, he let out a low, rumbling growl. His grip on her jaw tightened, grinding down as he shoved the end of his cock hard against her lips. The slickness painted across her lips before he forced it between her teeth.

Suddenly, Erlea found her lips straining around the swollen head. Her attention snapped to his cock, looking up the long shaft as the heat pulsated from his tip.

“Paying attention now?” He rammed his hips forward, driving his cock into her mouth. It felt like a steel rod being shoved between her teeth. The force almost popped her jaw apart as the head barreled into the back of her throat.

As it punched her throat, Erlea's stomach heaved violently. Her entire body tensed uncontrollably as she gagged loudly. She tried to pull herself off but she was pinned between the two orcs.

“Oh, no, get a better taste.”

He grabbed her head with both hands and then drew his cock back. The bulbous head scraped along her teeth until the glans were straining at her lips. He chuckled, the only warning he gave her, before he rammed his cock hard into her mouth again.

The thick ridges of his shaft ripped past her tight lips as the cock head drove into her teeth and pried them apart. The swollen head slid along the roof her mouth before driving hard against her throat again.

She gagged, her body shuddering violently.

The orc laughed. “She has teeth like a kitten!”

The others roared with amusement as he drove his cock back into her mouth, hard and brutal. Each thrust was more powerful than the force. Each one bruised her throat with brutal force.

Erlea gagged on it, gasping between each throat. She strained against the hands holding her arms back and fought the helpless lust that consumed her throats.

The taste of blood tinted the salty pre-cum. She knew it was from the bruising and tearing but there was nothing she could do.

He didn't seem to care. He rammed his cock harder, grunting as his cock tore its way harder against her throat. She felt it working down past the tight ring of muscles. With every thrust, her breath was completely cut off, sealed shut by the massive girth that was intent to bury deeper.

Tears burned in her eyes as she tried to close her mouth. Her teeth skittered uselessly on the orc's cock.

He only slammed harder, driving his shaft hard into her mouth. Then, with a deep growl, he rammed his hips forward, punching his cock hard against her throat.

There was a wet tearing tension as the tight opening ripped open. His cock surged down, punching into her throat.

Erlea's eyes snapped open as pain exploded across her vision. White stars seared across as she felt the cock swelling her throat and crushing her vocal cords. It felt like he had cut her throat open with a knife.

His pleasure rumbled in his chest as he returned to ramming his cock into her mouth, driving with long strokes that further ripped open her throat and plunged deep into her chest. The taste of blood flooded her mouth but she was helplessly to do anything besides try to open her mouth further to relieve the pain.

She sobbed, or tried to. Each time his cock plunged into her throat, the pressure cut off everything. No sound, not even gagging rose up from her stuffed lips.

Her body, on the other hand, screamed out in agony. Her bare breasts heaved with the desperate need to breathe. She strained and struggled.

The orc thrust hard, driving almost his entire length into her mouth. It strained her lips and throat, crushing everything in its path as it plunge deep into her chest with sickening power. His balls, two massive melons covered in dark hairs, smacked against her chin. It felt like being punched in the face.

The orc exhaled. “Oof, this cunt is a bit tight.”

“Getting weak, Gral?”

The orc snarled and slammed hard, forcing his cock deeper. He didn't pull back, he only drove harder as it inched into the tight confines of her body. “Almost there!”

Laughter.

Gral's fingers dug into her skull, squeezing down until she could feel something creaking. His cock swelled as he pulled her head her down on his cock, forcing it deeper and deeper.

Her insides tore from the girth as he forced the last few centimeters of his shaft into her mouth. Her lips strained around the thick base as her face and nose were buried into the thick curls of his pubic hair.

A cheer rose up.

Gral punched his hips forward and then held her tight.

At the immense pressure inside her chest, Erlea tried to draw in a breath.

Nothing came.

Every muscle in her body tightened in fear. Her lungs tried to pull in hair but it was impossible. Her eyes widened as she strained to pull herself off but she was trapped, pinned on a cock that suffocated her.

Gral let out a single chuckle.

His cock turned into a burning hot rod of steel, pulsating powerfully as his balls clenched tightly to his girth. Hot jets of cum sprayed against her insides before pouring into her belly. She could feel each powerful jet as it seared against her gullet, flooding her inside.

Tears dripped from her eyes as she stared up at his muscular chest. Her chest clenched, trying to force the cock out. It didn't matter, she couldn't no matter how much she choked.

Further below, his cum was beginning to gather in her belly. It was a hot deluge of liquid pouring into her belly. The skin across her abdomen grew tighter as the pressure grew more uncomfortable. She squirmed to the best of her ability but she was still trapped, choking to death on a cock as he stuffed her even more.

Between her legs, she could feel the hot dribble of her juices down both thighs. The smell of honey only tickled her senses, she couldn't even draw a deep breath to relieve the burning ache that gnawed at her lungs.

“You're going to break this one,” muttered one of the orcs.

Erlea clenched her eyes tight as she strained at the hands holding her but she couldn't break free. Every muscle of her body was tense with fear, her wings fluttered, but her arms were weak, slack with her lust-filled desire.

She hated herself in that moment. She hated the weakness that came from being trapped, the very nature of being a Honningbie that made her so easy to rape and breed.

“Na, this cunt still has a bit—” He ground his cock deeper, shoving it as more cum poured into her belly. “—life in her!”

Erlea couldn't hear anything. Her stomach was bloated with his seed. She could feel it burning in her throat, straining her belly, and pushing against her insides. It was hot and fluid.

Just as she thought her stomach was about to rupture, he yanked his cock free.

The relief was short lived as she inhaled air into her aching lungs.

Then cum rose up and spewed out of her mouth, choking her off one more time as sheets of seed poured out from her lips. Streamers of blood stained the white fluids as they dripped off her breasts and ran down the sheets of her aching belly and down between her thighs.

She sobbed as she vomited again, spraying cum everywhere as she tried to bend forward to clear herself.

The orc holding her arms refused to let her.

More cum surged up from her throat and sprayed out until she was covered in the searing hot liquid. She sobbed when it finally relented. Coughing, she let out a tortured sob as the last of it dribbled from the corner of her lips, the streamer of blood and cum painting her breasts.

Gral stepped back, his cock spraying a few more times. Ropes of cum splashed across her face, adding to the humiliation. “And that, boys, is how you make a cunt fountain!”

Cheers rose up, bellowing roars filling the air.

Gral turned his attention back to her. With a grin, he squatted in front of her. His thick thighs spread wide as his cock thumped against the ground in a puddle of his own juices. He grabbed her chin and forced her to look into his yellow eyes. “You killed a lot of my boys, cunt. I think it's only fitting that you replace them.”

Erlea looked at him, shuddering with an intense lust that seared through her veins. She wanted it. Every part of her body craved to feel his cock plunging into her body. Tiny orgasms rose up.

He smiled broadly. “That's what I love about you breeders.”

His large hand, wider than her chest, reached out for her. He took two thick fingers and ran it through the thick layer of cum that coated the skin between her breasts. The slop dripped against her belly as he pushed it down.

Gral chuckled as he pushed thick globs of his cum down between her legs. “Almost. What I love the most is that it takes only the smallest bit of cum to get you pregnant.”

Her body grew hot as she felt his fingers pushing cum down over her pubic mound. It was hot and slick, a promise that she would be bearing an orc child in a matter of minutes.

She moaned, hating herself even as her hips rocked forward to accept it.

Gral curled his fingers and thrust two sperm-covered fingers deep into her cunt. Each digit was thick, almost as big as a goblin, and the girth stretched her opening just like his cock strained her upper lips. He pumped in and out, coating her insides thoroughly.

His eyes stared into hers. “You like that, don't you?”

She could barely focus. Heat swamped her thoughts as she clenched her inner walls around his thrusting fingers. One orgasm after another tore through her, filling her with a delicious warmth that made it nearly impossible to form a coherent thought.

Gral chuckled and pulled up his dripping fingers. He pressed it up to her lips.

Despite the ache, she couldn't help but suck on them. The taste of cum and her own honey flooded her mouth, pushing away the rank taste of blood.Her thoughts and actions weren't her own anymore, she needed more. She needed to feel it flooding her body, forcing her open, and breeding her as if she was nothing more than a womb to fill.

“Oh yeah, this cunt is done for now.”

Gral stood up and looked around. “Where is the other one?”

One of the orcs shrugged. “Slaughtered, blood and parts everywhere. The bee got away.”

Erlea let out a rasped gasp of relief. Billie had saved Miere.

Gral shook his head. “Fucking pathetic orcs. All right, loot the bodies and head back. There are more of those fucking breeders out there and we have a tribe to rebuild. So, triple shifts and get ready for a rescue.”

He turned back to Erlea and leaned over. “And you, you little fucking cunt. You killed at least eight of my orcs, so you are going to personally be getting each and everyone back.”