Spider-Man is first on the scene.

A red-and-blue blur swung across a busy Manhattan street and landed on the rooftop of a six-story brownstone building overlooking the panic going on from the streets below. The Amazing Spider-Man was perched a few blocks away eating lunch he paid for from a hotdog stand an hour ago when the city found itself besieged not by one but over a HUNDRED Hulks! They came out of nowhere, smashing everything in their path or landing with the weight and **** of a bomb that sent cars and debris flying everywhere. It was taking everything he had just to keep up with it all as he gathered groups of people at a time to swing them out to safety.

"Damn... And here I thought dealing with ONE jolly green giant was hard enough!" He complained out loud while holding a survivor in his arm in mid swing, his spider sense had been going crazy over the last hour alone. Turning a corner, the web-head found himself looking right into the snarling face of a massive red skinned hulk on fire leaping up to grab him and the person over his arm. "Eeep! Hold on tight!"

Dropping off his web line to go into a freefall, Spider-Man wince hearing the man scream the entire time before he reached out and shot a web to the side to make a banking turn. "ALRIGHT! I get it! You're scared of heights. Well I'm scared of fiery Hulks not wearing pants trying to grab me from a hundred feet in the air, between you and me I should be the one screaming."

Landing over to a safe zone he had managed to bring several survivors already, Peter didn't even give the man the chance to land before he had him dropped on his feet with the crowd hiding at a bank before swinging around to go back into the invasion. Already back into the thick of it, the city looked more and more like a warzone the deeper he went. Green, blue and red skinned Hulks could be seen everywhere devastating the city one block at a time.

"Just where the heck are all of these Hulks coming from anyway?"

Down below he could see a blonde policewoman firing at a huge, male Hulk horns and claws. The gamma ogre lunged at the woman, teared her clothes apart and began mounting her from behind. However, before Spidey had a chance to swoop down and try to save her, the policewoman let out a shriek as her body bulked up with muscle and her pale skin turned a deep shade of green. In matter of seconds, the woman shred her uniform and became an eight-feet tall She-Hulk with a long, light green mane of curls and the largest breasts Peter had ever seen.

"Okay... Mystery solved..."

Realizing the situation was even worse than he imagined, Peter tried to look for anyone else not in the middle of fighting for their lives or still human in the city. He had to find the Fantastic Four or the Avengers if they weren't swamped with this already, try to find a way to contain all this. If it wasn't for his spider-sense ringing in his ears he'd have an idea of where they were.

"BLUE SHULK WANT SPIDER!"

A thunderous female voice boomed through the sky, and had Peter barely had the speed to spin around and face the massive blue giantess after she slammed into him and pinned him against the side of the building he was about to swing around. The impact left Peter in a daze and knocked the wind right out of him. Compared to him she was at least 2 feet taller and certainly that much wider at the shoulder and hip, heck her arms were bigger than his legs three times over. But what was really pinning him to the wall where her massive tits that **** his head up by the chin. He tried to struggle free but she was built like she was made out of iron. Pursing her lips into a smile, the blue skinned giantess pulled up Spidey's mask to expose his mouth.

"Whoa! No kissing in the first date!" Spidey quipped as he tried to get free of her.

"BLUE SHULK WANT SPIDER! MAKE SPIDER BABIES!" The brute purred, stunning the web slinger when she started to grind against him.

"You want what?!" The webslinger squirmed more furiously, even resorting to tickling if possible to get free, but all it did was make the blue giantess moan and purr with delight.

"You no want breed? Breed with Blue Shulk?" Then, she said something that shocked Spider-Man to his core. "SPIDER LIKE BLUE SHULK BEFORE! Spider not remember Blue Shulk? Blue Shulk no longer puny Miss Marvel! BLUE SHULK better now! STRONGER!"

"Wait a second... C-Carol? Is that you?!"

"NO CAROL! Blue Shulk Now! AND BLUE SHULK HORNY!" The blue-skinned Shulk used her energy powers to send them both up into the air to land heavily on the roof, practically crushing the man under her mass and bulk as if a car landed on him, with the man under her, Blue Shulk sat up to straddle his waist and grab hold of his wrists to keep him where he was.

"C-Carol?! Stop, you have to...! You can't....!" Peter struggled in vain. The transformed Carol Danvers was too powerful for him, far beyond even the strength level of Venom or Rhino.

"NO CAROL! ONLY BLUE SHULK!" She growled as she started tearing open Spider-Man's costume with her powerful hands. Chuckling at the sight of his lean body over the slopes of her breasts. "HURR HURR! Spider look good under all that. Blue Shulk want Spider more than ever!"

"Carol, no!" He grunted as Blue Shulk pinned him to the ground, grinded her hips against his waist painfully. Seeing him squirm and still trying to resist, the blue ogress scowled briefly before an idea raced through her primitive mind. Hefting one of her tits up with her hand, she shoved her nipple right into his open mouth while he tried to reason with her. "Nnnoo....! Urrrghhh!" Spider-Man started gasping for air, unable to breath with the leaking tit stuck in his mouth. Without thinking he tried to suck in air and found himself with a mouthful of gamma enriched mother's milk, grunting as the gamma radiation started flowing and infecting his body.

Peter's skin darkened into an emerald hue as his flimsy blue and red costume burst apart by the sudden and drastic increase in muscle mass spreading across his entire body. His intellect, memories and human self dwindled away, replaced by the primitive urges of his subconscious mind as his heartbeat began to pound in his ear drums. His thickening hands clawed at Blue Shulk, grabbing her broad hips and squeezing them possessively, sucking in more milk from her breast. Blue Shulk moaned loudly and arched her back in an orgasmic haze, giving him more of herself to take from.

The rush of gamma milk into Peter's body triggered a more advanced transformation: Two pairs of bumps formed along his sides, and soon the bumps lengthened and morphed into fully developed arms and hands; which instantly shot up, one pair caressing Shulk's powerful thighs and the other grabbing her by her tits. Peter's canine teeth lengthened into curved fangs, and four more arachnid eyes appeared over his forehead; but these were hidden under Pete's tattered mask. Bristly black hair erupted throughout his body and his fingers gave way to three insectile claws. When he finally pulled away from her breast with a pop of his lips, the gamma-powered Man-Spider was born.

With a deafening, animalistic roar, the Man-Spider rolled the Blue Shulk onto her back, dragging himself over her body to aim his throbbing foot and a half long cock over her drooling pussy with one of his claws. The moment he lined himself up with her, he thrust hard and fast into her, causing her to instantly wrap her legs around his waist to keep him there. Grunting and snarling, the arachnid Hulk thrust hard over and over again, licking at her cleavage as he reached his peak, eager to rutt into the moaning Blue Shulk who cried out and brayed moans of passion. Minutes later, he finally reached his peak and growled out as his grapefruit-sized testicles emptied their charge into Blue Shulk's womb. In seconds, the Blue Shulk's tight abdominal muscles distended into the beginnings of a pregnant belly; just as the blue giantess collapsed next to her lover.

"Spider... good...." She purred, caressing the Spider's muscular chest in a loving manner. "Blue Shulk... better. Blue Shulk and Spider make strong babies."

"Yes. But Spider find more mates. Make more Spider-Hulks. Blue Shulk wait here."

The Blue Shulk's lips curved into a malevolent grin.

Despite his brain being reduced to a primitive caveman state, there was enough Peter Parker left on him to remember the location of women he knew. Black Cat, Jessica Drew, Silver Sable, Carly Cooper, Julia Carpenter, Anya Corazon, Betty Brant and most important of them all, Mary Jane Watson. All of them would become Shulks and bear him more offspring.

With a grunt, the Spider rose up and leapt away in search of more women for his harem, leaving the pregnant Blue Shulk basking in the daylight on the roof. On the streets outside, the Hulk horde had doubled in numbers as the gamma monsters mated and infected all New Yorkers in their path.