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Disclaimer: I don't own any of the characters here that belong to Evangelion that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

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Heaven's Peak –

Heaven's Peak, a source of life in a parched land, it rose from the swamp plains that surrounded it like an ancient mountain, its crumbling walls witness to uncounted centuries of history. In the high towers of its lords, nobles in silken robes lounged with nubile concubines, feasting in delicacies and looking down with disdain at the swarming masses that struggles for life in the streets below. Heaven's Peak, city of wealth, but only for the wealthy. Those with the unfortunate fate to become poor must find their way as best they could, and in that part of the city where Halfway to Heaven Inn is located, it often involved taking wealth from those who possessed it. And if they were in a good mood, they might leave their victim alive.

Those two square miles of twisting alleyways, fetid buildings and unbounded criminality known as the poor section were notorious across the world for every kind of depravity and vice imaginable. Taverns and drug dens abounded in every street and building. Brothels practicing perversities undreamed of by more righteous minds were open every hour of day or night, the top of the list being Halfway to Heaven Inn. Whores young and old sold their bodies on the corners for a half copper piece. Some had the good decency to retreat into an alleyway to conduct their business, others just fucked right there on the street. The City Watch didn't much bother with the place, and the Lord of the city only paid attention with trouble there spilled out to other, more well-off districts.

Of the hundreds of watering holes, drinking dens, and pot houses crowding into the poor section, the Halfway to Heaven Inn was certainly one of the more notorious establishments, even by the the poor section low standards. A slumping building at the end of a urine-soaked alley and up some stairs, its doors were never closed, to better allow disposal of the dead bodies that tended to occur with alarming frequency. Day and night raucous music blared from within, where grimy patrons of the lowest character huddled around battered tables, in dark corners, and by the long chipped bar,. Drinking exceptionally strong ale which was rumored to be flavored with dead rats. Whores with brightly painted smiled, swathed in filmy layers of cloth strutted their way within, clients partaking of their services in the single rooms on the second floor, reached by a staircase that had a tendency to creak alarmingly whenever someone of even moderate weight stepped on it.

The entertainments that took place on the open corner that served as a stage were acts of perversity that quickly reached the status of legend. If the poor section was the heart of rampant criminality in the city, then the Halfway to Heaven Inn was its festering center. In its dimly lit confines, one could find almost anything, or anyone to do it. That alone meant a constant stream of patrons, who were considerably better dressed and better off, came in, usually through the back way and accompanied by bodyguards, to strike deals with the denizens for various services that were kept confidential. Others came for the thrill of slumming with the lowlife, young blades from the finest families looking for a riot, young ladies looking for a delightfully wicked dalliance with the scum of the earth.

Heaven's Peak wasn't always like what it is now, but after Sir William's came back from killing the Overlord things under his rule bagan to change the city into a twisted image of itself. Even with the zombies that roam through the cities streets did little to stop the partying that happens in the Halfway to Heaven Inn as the zombies didn't seem to go near the place. Which continue to do business even with the city falling apart around them. The upper class on the other hand were all safely tucked away in the castle towers that was built at the highest point of the city. Having sex orgies and parties while the rest of the city were eaten alive by the zombies.

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In the back rooms of Halfway to Heaven Inn -

"Hey, I'll unload next. Are you ready?" a heavyset man ask a younger and thinner one.

"Are there still more loads? Isn't that more than you said?" the younger one ask. A net was being lifted up by a crane that held dead bodies.

The room was an open pit that the inn used to ship blackmarket items into the city through the sewers. And is a dumping site for corpses too. A place used to conceal the corpses of crime victims. Strange to say, the corpses disappear in two or three days. There are some people who recover corpses. The flesh is recovered by rats, cats, crocodiles, dogs, and oversize newts. Hair, bones and clothes are recovered by someone with a market for them. And ever since the outbreak of zombies the pit as it was called has been used to get rid of the zombie bodies.

The net released the bodies it was holding spilling the zombie bodies down into the sewers even if some were still moving. The two men left the room saying about getting a drink in the front. A iron grate lid was lifted up as slender hands push the grate off of the hole that serves as a drain that led straight into the sewers of the city. Out of the hole a Naiad poke her head out and pulls the rest of her body out, revealing her slender body that's prefect for being underwater, with little drag as she only has large B-cup size breast that went with her slender body, clanned in a skintight swimsuit. Once she popped out of the hole more of her sisters followed her along with some of her other sisters of the different types of minions. The sounds of people having sex could be heard underneath the rumble of the people drinking their troubles away in the front of the inn.

"Sounds like some people are having fun," Mayumi said as she pops out of the hole.

"They're parting while the city is falling apart around them," Asuka said climbing out of the hole.

"Remember that the sex demon Vilda said that her fellow demons need to drain the lifeforce out of people to survive as well as summoning more sex demons," Ayanami said popping up. "And because of the number of demons Sir Williams is summoning is the reason why she and her fellow demons are draining the townspeople into zombies."

"The good side is that these zombies can't turn you into a zombie if they bite you," Mana said climbing out. "Good thing Vilda was in the mood to talk to us after she had eaten out Tari."

"Since we said that if she didn't she wouldn't get to keep her new toy," Asuka said. "She did said that the statue is here right? I didn't go through the sewers of the city for nothing."

"It's here," Mayumi said. "But remember everyone that we still have to deal with those cult members of Sir Willaims first. And just becareful of the succubus Queen, that Vilda said is guarding the statue."

"Well Vilda didn't give us that much of a problem," Mana said.

"Only because that as a demon she can be hurt or contain by magic which as minions we can hurt her," Mayumi said.

"Which is why we brought more of my Mage sisters," Ayanami said as a large number of Mages made up of their group.

"There's a gateway near here," one of the Mages said.

"Good once we have the statue we can take as much as we can carry from these backrooms," Asuka said. "Besides these people need to be sober to fight off these zombies not getting drunk."

They exited the room and found themselves in a long hallway with empty barrels lining the walls. They spotted a man dress in a red hooded cloak going through a doorway closing the wooden door behind him. Mana led the way with the others following close behind her as they came up to the door, from the sounds coming from the other side there was a woman fighting. Taking a peak, Mana's eyes widen to what she saw inside.

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Inside the room -

"You just had to pick this place," Misato shouted as she swings a metal candle pole at one of the sai wielding cult members she and her two friends were facing. When she first woke up she found that her body had changed big time, she's now has a more fine tone body then the one she had before, with much stronger muscles then she use to have. Her figure was also improve as her breast were now F-cup, big, firm, and with no hint of sag. Taller, wider hips and a firm full behind gave her an hourglass figure.

"You're the one who wanted a drink," Ritsuko shouted as she fends off one of the women of the cult attacking them. Like Misato, Ritsuko when she woke up she found that her body was also been transformed into a much sexier form. Her burst were even bigger then Misato own impressive burst, preceded her by about eight inches everywhere she went. The melons so sizable that when she has her back was towards someone, even with her arms hanging at her sides, the outside of her breasts could be seen bulging from both sides. And like Misato she has flawless fine textured skin the bouncing freshness of movement that was lost in early adulthood.

"Do you think this is the time?" Maya ask as she uses a chair to hold back her attackers. While she didn't have the major transformation as her two older firends did she too had a new body. She didn't have the burst line of either Misato or Ritsuko but had a nice firm, full perky set of C-cups. She's also much more sleeker in body tone then she was before. One of the cult members threw his sai at her only for it to bounce off a shield that suddenly surrounded her.

"What in the world?" Risuko said as she and Misato found themselves surrounded by the same kind of energy shields.

"Fireballs!" Mayumi shouted as she and the Mages cast fireballs into the crowd of red robed cult members. The entire room became engulfed by flames as they cult members screamed as they were burn alive as their robes easily caught on fire.

When the smoke and fire cleared away the three older women eyes widen as they stared at the four young women mere girls when they last saw them grown into womanhood. Asuka, Rei, Mana, and Mayumi were all standing infront of them all very much young women with well delveloped bodies. But the thing that was getting them was that the clones of Rei were with them and all of them had grownup big time as the other girls but had different body shapes but all were sexy, and armed with weapons and armor.

"You're all alive," Misato said.

"Yes we are," Asuka said as she and the others glared at the three older women. "But how in the world you three got here. If, I remember right none of you really cared for Shinji and I don't think he would have bother to save you as he did with us."

"Shinji's here," Risuko said.

"Yes he is," Mayumi coldly. "He's the only reason why we're even still alive."

"Shinji cared enough for us to bring us with him when he came to this world," Mana said.

"Me and my sisters as all of us owe Shinji for everything we done to him and what we should have done for him," Ayanami said. "Now we find that he cared enough for you three to save you as well."

"Our sins are heavly but nothing compared to what you three done to him," Asuka said.

"What are you talking about," Misato ask not believing in what's happening.

"Miss Katsuragi... you hardly ever took your responsibilities as a guardian seriously. Looking after children is a very big responsibility, yet you reprimanded without justification and you never really understood that he, and we girls were the ones out there risking our lives and giving everything we had while you sat safe and secure in the command centre. You continually prodded and twisted his emotions, using him any way you saw fit in order to satisfy your own personal hatred," Mayumi said listing off her sins.

"Doctor Akagi... you barely took any notice of him except on a professional basis, and even then you treated him as an experiment to be studied and psychologically dissected. You spent so much time walking your mother's path and deluding yourself into believing that Gendou loved you when deep in your hear you knew that you were just a pawn and, when he permitted it, somebody to warm his bed. In one way it was admirable that you were trying to surpass your mother... but you spent more time trying to surpass her as a scientist when you could have easily surpassed her as a woman," Mayumi said to the doctor. "Not to mention killing all of Rei's sisters."

"Miss Ibuki... though your sins were comparatively small, you still did your share of harm by doing nothing at all. Your inaction when Shinji was in agony, and you held the power to help him at your fingertips, you did nothing. Harming another for pleasure is the definition of evil, but allowing someone you know and care for to be hurt out of fear for your own position is almost as bad," Mayumi said to the last of the trio.

"Then what are you going to do with us then?" Risuko ask seeing the hate in the eyes of the children in front of her.

"That is something to think about," Ayanami said as the Mages opened a gateway.

"We'll figure that out later," Asuka said as she turns to some Fighters. "Take them back to the portal and put them in the jail cell."

"Right," the Fighters said grabbing ahold of the three older women and taking them to the gateway the Mages had opened inside the room.

"Let's get what we came for," Mana said to the others taking the led.

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In another room -

The smell of potent alcohol and herbal cigarette smoke filled their nostrils when they entered the room and a woman along with eight other slightly younger women greeted them. The woman was around her mid-twenties, with long dirt brown hair and matching eyes. She had creamy colored smooth skin and a rack that was almost the size of her head! She wore a low cut back and white dress which revealed much of her ample cleavage and left the tops of her nipples out for all to see. If they were natural and not implants on a woman back in their homeworld they would hung low from her chest but here they stood firm without a hint of sag and defy gravity, as they had to be I-cup. Then there were the women that were with her.

The first one was a tall woman, with long red hair, blue eyes with thin-rimmed glasses, and E-cup size breasts. Her name was Akane, and she was dressed in a red Japanese schoolgirl fuku.

The second one has long orange hair in a ponytail, blue eyes, and lightly-tanned skin. Her breasts were a size EE-cup. Her name was Orange, she's dressed in a cute orange maid's outfit.

The third girl was a petite woman with short blond hair, blue eyes, and EEE-cup breasts. Her name was Tôkibi and was clad in a yellow nurses outfit.

The fourth girl has short green hair, matching eyes, and F-cup size breast. Her name was Pollyanne her outfit consisted of a white blouse, brown vest, a brown skirt that went down to her ankles, tanned pantyhose, and black high-heels.

The fifth was the tallest of the group. Her hair was long and blue, tied up in two hair buns; her eyes light green; and her breasts a plump 36-FF-cups, which went very well with her 24" waist and 36" ass. She was dressed in a blue silk Chinese dress, her hair done up in a pair of ox horns with light-blue coverings, and her name was Aoi.

The sixth girl was of moderate height, with short indigo hair, brown eyes, and incredible FFF-Cup breast. Her skin was a gorgeous porcelain white. She was dressed in a dark-blue kimono and black high-heeled boots. Ai was her name.

Despite the hotness of those six girls, the seventh one was quite possibly the hottest and the most exotic of them all. She was a beautiful dark-skinned catgirl with long purple hair, shiny green eyes, and a pair of cute kitty ears and whiskers. She has an awesome G-cup bosom that strained underneath her purple shirt decorated with the word "MEOW," her sexy belly exposed. Her long, purple feline tail peeked out from above her amethyst miniskirt, her feet clothed with purple sneakers and tall lavender socks that went up to her knees. Her name was Vixen.

All of the women had a virtually perfect body, each one of them. Smooth, velvety skin, not a hint of a blemish anywhere, their figure had the perfect balance of toned fitness and voluptuous curves. All of Shinji's girls knew that they were all sex demons as they were all too sexy. And that they all had wings on their backs as the demon that they caught also helped.

"Oh my it's been awhile since we have gotten such a large party here," the older looking demon said. "Plese leave your weapons by the door and enjoy youselves. I know, I will." Her eyes as the other women with her all glowed with lust for the new pieces of meat in front of them. They as the rest of the succubus sisterhood that have been summoned by the lustful Sir Willaim have been forced to suck dry so many men of their lifeforce all because the statue that used to summon them without a power soruce needs vast amounts of energy to allow the succubus's to stay on this plain. A side effect of the magic of the statue caused the bodies of the drained to comeback to life as zombies. Males while a good source of energy but they didn't last that long, and women who can cum repeatedly unlike males there were only a few women who wanted their kinds of pleasures.

"Sorry but we're here to see your queen," Asuka said. "Vilda said that she would be here."

"Vilda is with you," the older succubus said.

"No she's back at the castle," Mana said, as she suddenly grabs the older succubus tackling her down to the floor. The other succbus were stunned long enough to be bum rushed by the Rei's overpowering them in numbers. They found out that while succubus were powerful they could be caught by anything magical in nature, and all of Shinji's girls were now magical.

"Who dares," a succubus shouted as she flew over to see what was happening. She has a slender body that went well, with a cute face with her large, unbelievably blue eyes, lustrous blue hair, down to her large, DD-cup breasts, all the way down her long smooth legs with skimpy, white dragon-like armor, complete with wings and tail.

"We're here to see your queen," Asuka said as she and two Amazons jump on her.

Ayanami and Mayumi ran down the stairs with the other Rei's right behind them. The chamber was like some sort of obscene, theatrical representation of all the World's lust. The piles of squirming nudity were like indecent sculptures of semi-artistic depravity. The chamber was almost 1,000 feet long, and three-stories high, with balconies for observers on several levels. The succubus were literally piled in naked heaps of hundreds of individuals, packed more tightly than any human audience could tolerate. With the low number of males in the city they had only masturbation and lesbian sex as their sole diversions from the biological mandate of feeding with human males. Hundreds upon hundreds of bouncing breasts, slurping tongues, and 69'ing couples throbbed and pulsed throughout the chamber. The piled bodies seemed highest towards the end of the room, and any human under these massive mounds would surely suffocate, yet these voluptuous monstrosities did not seem to share that limitation.

Sitting on a fur covered chair were three succubuses and behind the chair was a stone pillar with a engraving of a naked woman on it. The first one had long blond hair and blue eyes, with a plump triple-E-cup chest. The second girl was 16 years had short ginger-red hair and green eyes, also with a triple-E-cup chest. The red-haired girl was shorter than the blonde by about five inches, with a few freckles decorating her cute cheeks. The last sat on the chair dressed in a white catsuit that showed off her body, she also wore a tall white hat of some sort that came down over her eyes in a form of mask sat watching the events below. She also wore a pair of white gloves with purple claws at the fingertips, some matching white thigh high boots. She now stood well over six feet tall, almost 10 or 11 inches over. Hers was a statuesque body with just enough toned muscle to convey the appearance of optimum physical health, yet the soft curvature of hips, thighs, and huge jutting breasts aroused the basest of male instincts. Both of the two smaller succubuses were sitting on the larger succubus lap and each had their mouths stuff with as much breast meat as they could hold and were nursing away.

"Well, well what do we have here," the succubus queen ask once she spotted the group of young busty women that had stormed into her chambers. All of the other succubuses broke from their coupling and rose to their feet.

"We're the minions of Overlord Shinji," Ayanami said.

"And we're here to stop you all from making anymore zombies," Mayumi said.

"Tell that to Sir Willaim," the succubus queen said. "As long as the statue is in his hands we have to feed daily just to survive here."

"Then why don't you just go back where you came from?" Ayanami ask.

"Sir William is the one who controls the statue and only he can let us go back to the demon world. And as you can see he has summoned all of my subjects which is the reason why we been forced to suck dry all the people Sir William's cult members give us. Without the statue we would just be teleported back to our world but since Sir William commanded us to make sure that doesn't happen we have to drain them which thanks to a side effect of the statue's magic brings them back to life as zombies," the succubus queen explains.

"Let me get this straight the reason why you all are turning people into zombies is because you're forced to feed on people to get energy to power the statue that allows you to stay on our world. But because that Sir William had summon all of you from you're world it takes alot of energy to power the statue which is why you're draining everyone dry, right?" Mayumi ask.

"That's right without a magic energy source to power it. We have to do things the hard way, a shame really we normally don't suck dry our partners," the queen said. "But since Sir William wants to have anyone of us at anytime we have to keep on draining people dry. Which is cutting down on our food as we give most of the energy we take into the statue."

"We came here to fight but since you demons didn't had a choice in the matter how about we make a deal," Mayumi suggested with a glent in her eye.

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Back at the castle -

Misato, Ritsuko, and Maya stood naked in front of Shinji who they had just learned was now a overlord. And they weren't alone as some very angry Rei clones surrounded the trio, with most of the anger force on Ritsuko as she's the one who killed them. Shinji was seated in front of them in the throne room of the castle, naked but for the kilt that he's wearing. Rose stood next to him wanting to know more about his past. Giving the three older women an eye full of how his body has changed as theirs had.

"It's been awhile," Shinji said breaking the silences of the room.

"I see that you been busy," Misato said.

"Found myself in this castle along with Rei and Asuka when I first got here," Shinji said. "And somehow I became the new Overlord and the sisters of Rei and now my minions."

"And from the looks of things you been enjoying yourself," Misato said as she knows full well how sexy the Rei clones are.

"Yes he does," Rose said as she could hear the screams and moans from her room of the castle.

"You're one to talk," a Worker said. "You're the one who always flirted your body around Shinji."

"What are you going to do with us?" Ritsuko ask.

"We're going to show you the same treatment you gave us," a Warrior said.

"Let us hold her underwater and see how long she can hold her breath," a Naiad suggested.

"Let's beat them and then heal them so we can do it over," a Mage said.

"No, I have a better idea," a Mistress said with a wicked smile. "Let's how much fun with them as we want."

"Good idea," a Mechanic said.

"Looks like we're going to have to build one of those rooms now," Rose said as she thought she wouldn't have to deal with the same stuff as her sister was into.

"Let's see if we can milk those two cows," a Archers said pointing to both Misato and Ritsuko.

"What?" Ritsuko said not liking what she's hearing.

"If you can't do something useful around here you have no reason to stay," Shinji said.

"He does have a point," Rose adds. "Everyone in this castle has to be able to do something useful around here. If not you're just a free loaded who sits around doing nothing to help."

"Shinji don't do this," Misato said.

"You two only saw me as a tool," Shinji said coldly. "I'm just returning the favor."

"And what did she do?" Rose ask pointing to Maya.

"She just sat there doing nothing when she could had help," Shinji said staring at the frighten form of Maya who's too frighten to speak.

"I'm sure me and my sisters can come up with something to get milk from these cows," a Alchemist said grinning at the two older women. And we can do something else for Maya."

"That sounds fun," Asuka said as she, Ayanami, Mana, and Mayumi came into the room followed by the succubus queen and her subjects.

"So you're the new overlord," the succubus queen said as she looks over Shinji. "Not bad at all."

"Shinji this is Phantom the queen of the Succubuses. She and her subjects have agreed to become your new minions in exchange of freeing them of the control of Sir William," Mayumi explains. "Because of Sir William they been forced to suck dry all the people that Sir William's men and women were throwing to them like the cows here. The statue had to be fed energy like a car needs gas to allow the succubuses to be summon and stay in this world. But since we took the statue and brought it back here and place it in the basement, the Castle Heart is now powering the statue." (1)

"Yes we're a cruel and sad demons, summoned for sex and after used cast aside, never to know true affection," Phantom said. "But now as you are the new and quite powerful Overlord can help us with our problem. Me and my subjects all need to feed as we been giving the energy we been sucking to the statue." On que her sexy demons subjects all posed their bodies to their new lord to see what they had to offer.

"They'll help us in attacking the Heaven's Peak in exchange for giving them all a good meal," Mayumi said with a grin. "We better get started if they'll be in any shape to fight tommorow."

"It's no wonder Vilda was all over the girl Tari when we put her in the same cell," Asuka said.

"Which reminds me how are they doing?" Mana ask the Rei's.

"Vilda is currently sleeping after she finished feeding on Tari who is now out of it as Vilda had continued to feed on her even after she had passed out," a Runner said.

"Good that means there's more for us then," the succubus Saki, who had greeted Asuka and the others at the door to the statue room.

"Sister's please entertain them while Shinji and we show Phantom the pleasures of serving under him," Ayanami said as she and the rest of Shinji generals surrounded Phanton and lead her out of the room to Shinji's room. "We get her ready for you Shinji."

"This is going to be fun," Phanton smiled.

"Well, I can see where this is going," Rose said looking at Shinji. "Might as well join in then and see what's all the hub bub is about. Let me join then?"

"As you wish," Shinji said taking her hand.

"What about us?" the other succubuses ask as they really wanted a taste of their new lord.

"Rei's please so them the same treatment as you have showed me in pleasure," Shinji said.

"Don't worry we will," the Rei's all smiled.

"And to help cut the ice why don't you all help us in breaking these three in," a Raider said as she pointed to Misato, Ritsuko, and Maya. "And don't worry about hurting them that's what we want."

"Ohh..." some of the sex demons cooed as its been awhile since they could do that kind of sex action.

"No...," Misato said as she and her two friends found themselves in the middle of a circle that was getting smaller with each second as the Rei's and sex demons closed on in on them.

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Author's Notes –

1 – Too bad the woman statue that you can bring back to the tower in Overlord the game doesn't do anything but sits there and not let you summon succubuses.

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