Away from there, Charles Xavier has to deal not only with the Wasp, but also the transformed X-Hulks

"BIG COCK GOOD! COCK WASPS! BREED WASP, BUILD NEW HIVE WITH SMART COCK!"

Xavier grunted through clenched teeth, wrought in the throes of exertion but not feeling a smidgen of pain or fatigue. His eyes stung from the sweat gushing down his forehead, but even without it his vision had been whittled down to hot flashes mixed with a buzzing green blur. His manhood was enveloped in an unfathomable warmth and tightness that would break normal men, while Charles was actively thrusting back, the metallic floor of which he was laid out on trembling beneath him every time he raised his lower back off the ground and shuddered with every collapse.

Atop him, Janet was crouched over Charles' lap. Her feet firmly planted at his sides and her knees arched, she was bucking herself up and down his superhuman weight with equally superhuman fervor. Her upper body was leaned back, so far back she rested her weight on Charles' calves. If he could properly respond to the situation, he would have been aghast with how he was receptive to the tight grip Janet's hands had on his legs. But the ravenous She-Hulk had completely subsumed Charles' attention. His famous skills at multitasking were gone, his whole existence for nearly two hours straight had been Janet's sex gripping and contracting against his cock. Both had climaxed numerous times in that length and never lost the pace to their fucking. Every hilt of Charles' cock into Janet's cunt came with an obscene squelch of their mutual juices, almost as loud as the woman's wailing.

"YOU FUCK BETTER THAN SHULK BROOD!" she growled, twisting her hips from side to side. To her delight, Charles attempted to match her with every jostle of her groin, fucking her at erratic angles every which way but with her clamping tightness ensuring he would never escape her. "YOU MY MATE NOW! SMART COCK MINE! NO OTHER CAN FUCK SMART COCK BUT WASP!"

Janet had come come enough times since her turning of Professor X to reach the Hulk equivalent of dehydration. In her daze, she drew out her mouth, figuring the way at which her massive tits clapped against her chest she could grab at a nipple and suckle upon herself, but to no avail. She now began panting hoarsely, a tingle running from her toes and through the muscles of her well-worn thighs. Yet another explosive orgasm struck Janet once the sensation reached her pussy, triggering a spasm of tightness within her inner walls that compelled Charles to climax himself. The veins in his thick neck strained and a primal groan bubbled in his burly chest before bellowing out from his wide mouth as his balls drained themselves for nearly the dozenth time in just the past couple hours.

Charles wouldn't describe what he was going through as pain, but the unfathomable plateaus of pleasure he was undergoing brought his already fussy mind into unknown territory that he knew no other means to describe it. He was never a particularly athletic man, but he wondered if this was what those of such skills felt when pushed to their absolute brink, with the same searing blend of ache and exhilaration. On Janet's end, her orgasm was still going, slowly overtaking every inch of her overwrought body. The sensation kept going on past her cunt, tingling the muscles of her belly, wishing for the first time in weeks she wasn't pregnant, just so she could revel in Professor X's seed flooding her womb. It went over her breasts and through her shoulders, until Janet could swear she could feel it simmering right behind her eyeballs, which were rolled in the back of her head as her very mind buzzed and sputtered, driving her to pleasure she had never felt even after weeks of nothing but breeding and being bred back on the island.

"Fuh-FUUUUCK MEEEE..." she cried, her throat having become too raged to roar like she had been doing. She felt Charles' hot seed running down her inner thigh and into her taint, an in a split-second break of her euphoria slipped one of her foot's hold against the cool steel surface. She fell backward, slipping Charles' cock from her sore pussy, even as it continue to gush like a fountain, spraying its pearly cum now on the dome of her extended belly. She let out one more primal howl that quickly broke down into a plaintive moan until she finally slipped from consciousness.

Charles himself wouldn't pass out, but would still take a few moments to recompose himself. Like Frankenstein's Monster, he was slowly limping himself back to life—the jolt of lightning that spurred his resurrection, in this case, being his last orgasm. He finally unclenched his jaw and relaxed his shoulders, blinking his vision back to himself. He shuffled his legs, motioning to rise to his feet, but only when Charles pulled his back off the ground did his sense of gravity reaffirm itself and he realized he was never pinned to the ground, but rather the wall.

He looked around his cramped surroundings. He was within the high-speed elevator he had fled into when the attack first happened. At his feet, Janet was fast asleep. Her insect-like wings were pressed up against the cylindrical wall of the elevator, both her hands idly cradled her massive pregnant belly, and her open lips letting a string of drool run to the floor. His composure steadily returning to him, Charles brought two fingers to his now much bigger temple and reached into the Wasp's mind. Without even probing too deep, Charles was beset with the overwhelming buzzing and scratching of an insect's hive. Janet personified herself as a plump and green bumblebee being fed honey by her male drones as she rapidly and exponentially churned out eggs.

Charles had to rip himself out of her mind, throwing himself back into the wall behind him in reality. Shaking his head first, Charles then cast his mind outwards, scanning the premises of his estate. Through a psychic head check, Charles let out a sigh of relief to find that all forty-two members of his students and staff were accounted for—but, to his chagrin, found there to be nearly that same amount of unknown interlopers among them. The rest of Janet's horde, he deduced. He could not safely probe any of their minds, not unless he wanted to expose himself to a similar overstimulating mental fantasy not unlike the one he had just encountered within Janet. Not only that, but further probing found new infant minds developing. The female campus, student and teacher alike, had become pregnant, and _very _pregnant at that, each carrying litters of four to six at a time. And the mere fact Charles was able to register the minds of these fetuses meant a rapid gestation was at play. Charles had no clue how long he was in the elevator with Janet, but whatever the length these pregnancies had to have accelerated to a comparative five-week gestation period!

Charles had started to heave with labored breaths. The severity of the situation mixed with a claustrophobic anxiety Charles was suffering with his burly form encased in the narrow tube of an elevator. He flickered his eyes back down to Janet, and his attention was caught onto the remnants of his wheelchair, sticking underneath the winged She-Hulk, but utterly crushed by her weight. Aside from the warps and dents of the chair, Charles noticed the cushion for the upper back was torn open, and almost looked as though it was bit into. Whether it was he or Janet that had done that in the throes of passion, Charles couldn't recall, but his exhaustion from the sex mixed with his ratcheting stress compelled him to reach down and pluck the cushion's spongy inner material and stuff it into his mouth as casually as eating cotton candy. The material did not excite his taste buds in any way, but his superhumanly strong jaw and teeth were able to chew it down and swallow it with no discomfort. Like a binge eater, Charles found momentary solace in his mindless consumption of the chair he no longer needed. Over the next ten minutes, he mindlessly fed himself with the cushioning and leather of the seats and the rubber of one of the wheels. By the time he started biting down on the chair's metal frame, it required a more deliberate period of chewing that, in his now less frenzied feeding rush, Charles was able to regain his senses.

"Compared to past experiences," he said to himself, noting the foreign physique he now found himself with, "I think I would still take this over becoming a Brood queen again." He turned to the sliver of light beside him, illuminating the otherwise dark elevator.

"Well, if it truly is just me left, I must reign in my X-Men soon while I still have the chance."

Charles pried the elevator's doors open with his newly enhanced strength, and after adjusting his eyes to the light found himself back in the parlor room where this whole mess first started. He wanted to laugh ruefully over how he barely got any farther than his fellow X-Men, but was too engrossed over not just the state of the room, but his very mansion. Furniture was smashed and torn apart. The wall to the far left side of the room leading to the dining room had collapsed, and the very floor of the parlor room had cratered open into the basement storage, which was in a similar state of wreckage. The entire rightmost corner of the room and mansion, directly across from where Charles now stood, was just completely gone! All that was left of the second floor above him, formerly the girl's dormitory, were metal stilts and brick outer foundation. Other than the ravaged school grounds, Charles' surroundings were eerily quiet. Aside from the rustling and chirping from the wildlife across from the estate, there was the heavy snoring coming from the sleeping Hulks that were just out of Charles' direct line of sight.

Charles squinted up at the sky above him, and determined from the placement of the sun that it had reached around the middle of the day. Charles shook his head, thinking about how less than even six hours ago he was awoken by the intense psychic aura of the Hulk horde approaching Manhattan and the hasty escort of the students down into the Danger Room. He silently prayed that his safety measures were effective, and that only he and his X-Men were subjected to the frenzied debauchery the Wasp and her swarm incurred, but all it took was a descent into the basement below—the crater was so massive it seemed superfluous to inch himself and his heavy build across its edge—to discover that was not the case.

Falling down one story with a heavy thud, Charles found at least one source to the heavy snoring that echoed across the destroyed campus. Four Hulks, two males and females, respectively, were slumbering atop a pile of furniture and debris, with the Professor's loud descent not rousing them from their sleep in the slightest. Two were clearly the spawn of the Wasp, sporting insectoid wings and antennae. The other female was a conventional green-skinned She-Hulk, but the other male was of a dark grey complexion and a shaggy mop of dark brown hair.

Mister Ford and Miss Abbott, Charles ashamedly noted to himself, only requiring a surface-level of mental scanning to confirm. The curve of Hope's belly, while not as pronounced as the excessively pregnant Wasp, nonetheless left nothing to the imagination. The headache of dealing with legal guardians such as Hope's family for letting what could be considered a teen pregnancy epidemic weighed down on Charles, but he resolved to focus on the matter at hand. Though his scientific curiosities couldn't help but notice how, by all apparent accounts, Wither's noted inability to make contact with other organic beings seemed to have resolved itself after his transformation, and Charles began to wonder if similar developments applied to other mutants on the grounds.

Charles made his way around the sleeping teen Hulks, and the acrid aroma of wine filled Charles' nose, letting him know that the family cellar the next room over was most certainly demolished and had stained the basement walls. He led himself into the adjacent room, the heating room, where the otherwise dark space was illuminated through body of a bright neon-blue She-Hulk, sleeping on the floor while sandwiched between two other males. _Miss Ashida, _Charles noted, stepping over the sleeping threesome. Again, Charles noted how the young mutant's noted need to wear supplemental gauntlets so as to control her powers, but infused with Gamma Radiation she appeared to be in perfect control, idly dozing while her bright blue skin shone like an LED light. Her pregnancy was quite apparent, as well.

The basement workshop and laundry room the next room over were, unsurprising to Charles, in as much of a demolished state as the rest of the mansion he had seen thus far. Mechanical equipment and washers and dryers were strewn about, all torn open and some quite obviously bitten into, while a considerable pile of Hulks slept around the space. Aside from the Wasp Hulks, Charles could determine Xi'an Coy Manh, Josh Foley, David Alleyne, one of the Cuckoos and all three of the Guthrie siblings presently enrolled or staffed among the Institute laying about in the aftermath of an orgy. Charles noticed a discarded reflective window to a washing machine, and with it and the exposed lighting from the collapsed ceiling above he finally had the chance to properly look upon himself.

Charles' new face had vague familiar traits that only made the dissonance all the more jarring. He could make out his stern brow and cheekbones, both of which were absurdly more pronounced and matched with a brusque jaw and broader upper lip. His green, formerly brown, eyes was the sole sign of intelligence in an otherwise brutish visage., but his face was nothing compared to the rest of him. Charles figured he had a similar build to that of Dr. Banner, and could only wonder if in his scarce moments of control while in his enhanced state felt a similar disconnect between his spindly human frame and the towering 8-foot form he put upon after transforming. It was only in that moment that Charles properly took account of his nudity and wondered if it was a sociopsychological development that altered his brain chemistry to not be all that affected by his lack of covering—or, in a more pragmatic observation, was Charles not bothered by his own nakedness because it was the least of his problems at hand.

Charles wiggled his toes against the floor and chuckled. Over the years it had not become uncommon for him to regain the use of his legs, but added to what he had seen and speculated on the likes of Wither and Surge brought up questions on the use of Gamma Radiation that he had never considered before. Controlled uses, for certain, he mentally noted to himself. I should remember to assess the studies of Dr. Sampson once this is all cleaned up. Charles had to admit, though the events were not ideal, there was a degree of satisfaction in having a robust, capable body, a working pair of legs, and even a full head of hair again. What was more a hindrance than a favor was trying to keep down the third leg swaying from his crotch. Reaching down to his knees and as thick as his forearm, Charles' cock was flaccid yet thick and potent. His testicles were the size of grapefruits, and despite the mind-addling romp he partook in the elevator with the Wasp, was now doubt churning with seed all over again. Even know, just dwelling on it, Charles saw his prick to twitch at the thought of copulating, mating, with another female. His telepathic willpower gave him the strength to resist his baser urges, but sadly the rest of the school didn’t have his iron discipline. All around him he could sense each of his student’s minds, beaten down by rampaging lusts and hungers so intense it left them no better than cave people on aphrodisiacs. He knew straight away that when they’d wake up, his X-Hulks would start all over again.

Charles squatted down and propelled himself back up to the ground floor with a mighty leap. He made his way straight to the kitchen, not bothering to assess the foyer and see what he was already expecting to see. He silently praised his good luck when he entered to find the coffee maker and espresso machine untouched and still functioning. Making the mansion's energy grid "Juggernaut-proof" years back proved a fruitful investment, after all. He began prepping the machines, albeit carefully with his bigger and less graceful hands. If Miss Walters had been able to gain a slight win amidst the chaos of Manhattan, he should at least be able to bring back some control to his X-Men. As he watched the coffee begin to drip down into the pot, Charles unthinkingly ran his tongue along his upper teeth and the roof of his mouth. Gorging upon his wheelchair granted Charles adequate sustenance to recover from the hours-long sex romp with the Wasp, but the dozens of pints worth of ejaculate he had dispensed during that same time left him thoroughly dehydrated. It certainly explained his fatigue since exiting the elevator.

Charles in fact became so distracted by his thirst that he grew oblivious to the other thundering set of steps in the ruined mansion aside from his own. Only when a husky growl joined the steps did Charles snap out of his daze and spin back around towards the foyer he had just came from.

"Mmmhhrmm...new mate?"

Charles found himself being advanced by a _very feral _Ororo Munroe. The heavy stops in her step as she made her way towards him, Charles noticed, were partly involuntary. She was sporting by far the biggest pregnant belly he had yet seen, forcing her to walk somewhat bowlegged. Her thighs, arms and shoulders bulged through her new bold jade skin, matching her glare that shot through Charles across the room, making both his heart sink and his cock throb at once.

"Ororo?" Charles said cautiously. He couldn't decide whether fighting or fucking his longtime friend and ally was the more daunting threat at hand.

"Me Storm!" she grunted back, her steps breaking what was left of the kitchen's linoleum floor to powder. "Other Hulks tired. Other Hulks sleep. Storm no tired. Storm want new mate."

Charles had a whole extra foot over Ororo's new seven-foot height, and yet felt woefully ****. He had no will to fight her, nor did he have any hope of reasoning with her in this more reduced mental state, but he did not think he could survive another fuck like he did with the Wasp without replenishing himself. In a spur of a thought, Charles attempted to spin Ororo's words back to her.

"N-no...mate for Storm," Charles muttered, clumsily trying to replicate the broken syntax of a Hulk. "Hulk, eh...smart cock tired, too," he said before impulsively adding "T-thirsty."

By then, Ororo was an arm's reach away from Charles, that space filled almost completely with her dome of a belly that had to be carrying six Hulklings within. In baited silence, Charles attempted to read Ororo, hoping his wordplay succeeded. Through this, he noticed she had taken on unique physical characteristics in her transformation. Her ears had become pointed, and the toothy grin she was flashing up at Charles revealed long, sharp teeth. Her iconic white hair, usually long and flowing, was now wild and unkempt, fluffing behind her head and trailing down her broad back all the way to her ankles. It all gave her a very feline type of beauty.

"Thirsty?" She repeated, licking her lips over her teeth. Ororo raised her hands, revealing them to now be sporting clawed tips, and with a gesture through the air used her powers to generate a thick moisture in the air between her and Charles. The humid conditions was both dense and slightly chilled, which felt immensely soothing on Charles' tight skin. His guard was dropped enough that he drew his mouth open and extended his tongue, wanting to savor the dew that hanged in the air. With that, Ororo beamed and huffed in triumphant glee.

Ororo snaked her clawed hand behind Charles' shaggy head and shoved him into her chest. Her breasts, having grown bigger than her own head, had grown so full of mother's milk that the impact of Charles' face between her tits caused her nipples to leak.

"You thirsty, then drink!" Storm boasted. With her claws dug firmly into his scalp, Charles didn't bother to protest her manhandling of him and latched his lips onto one of her wide nipples. Ororo's milk was both creamy and acidic, but in spite of both qualities indeed had Charles felt replenished, and before long he was actively lapping from Ororo's teat. After about three minutes he felt her pressure on the back of his head relieve and he pulled himself away, not even because he had his fill, but just to get a chance to breathe. Ororo took advantage of Charles' state, twisting her hips and reaching down his waist to grip at his raging cock, slowly stroking up and down its length.

“Ororo! You…hnngh…you must get… a grip.”

“Storm have GOOD grip, you no escape the Storm!” Still pumping his shaft she slowly got to her knees, keeping a clawed hand to his abs to keep him from moving. Griping the counter to the point of splintering the wood, Charles winced at Storm’s expert ministrations, licking up and down his shaft and playfully nipping at his heavy balls. He could only stay pinned there while this matronly orc woman had her way with him. Then it got worse.

“NO FAIR, ME WANT HIM TOO!”

Stomping into the kitchen and breaking the door frame in the process, a nine-foot-tall Rogue breathed heavily, staring at Storm treating the Professor’s cock like a candied treat. “He mine now, you wait your turn.”

Sneering and growing a few inches in height, Rogue stomped over and joined the black orc woman on the crushed tiled floor, pressing her shoulder and hip against hers for room. Rogue’s transformation into a Hulk turned her into a curvaceous power house, like Storm, her hair had grown long and wild and surprisingly retained the white stripe which led all the way down to her waist. Almost like a skunk. She was certainly as fertile as one, Charles could already sense five new lives growing in her round belly. The two Hulk women both gripped at Charles’s erection and glared at each other briefly, maintaining eye contact until they slowly leaned into each other and began to make out roughly. A silent agreement was made between the pair when their kissing broke off and Storm went back to sucking off her prize, leaving Rogue room to do the same to the professor’s balls.

*

Landing in front of the ruined Café, Blue Shulk smiled when she spotted her lover and rival, the Queen Shulk handing glass pitchers of some black fluid to a dozen of her horde. Stomping into the crowd, the feral blue skinned giantess looked around and seemed confused. The Hulks here acted strange, their posture was straight and their speech more fluent. Looking to a trio of pregnant She-Hulks she listened in.

“Ugh, I can’t believe I ended up screwing the neighbour… And his wife… And the mailman. Now look at me! Henry’s gonna hate me forever.” Sulked the pregnant green woman, gesturing to her full-term belly under the rags she used as a bikini top and skirt. The others gently held her hand. “Don’t worry girl, it isn’t that bad.” Said one while the other chuckled. “Yeah, I saw Henry plowing into Camilla and her daughter while you were at that little party.”

“Really?!” flipping her hair she had a stern look to her face. “Well he’s going to have to beg if he thinks he’s getting any from me.”

Looking over to a pair of male hulks, Blue Shulk listened in, confused. “Aww geez, my wife is gonna KILL me after she finds out who I was with.” Said the one wearing a table cloth as a quilt. “Speak for yourself, before this cup of joe, I was eating a toaster, MY toaster… Damn thing was still plugged in too.” Hearing the other laugh, Blue Shulk frowned until she found her friend handing out beverages. Her skirt hug tightly to her broad hips and her milk stained top creaked to contain her massive tits. “What Queen Shulk doing here? Why no one fucking? Make new Hulks for Horde?”

“Oh hey Carol…” Catching herself a bit, Jennifer pretended to keep her façade and hunched down, scratching the underside of one of her tits. “Queen Shulk find good drink, you drink too, then we fuck all here!”

Handing a pitcher of coffee to the blue skinned woman, Jen hoisted one of her own and drank from it, keeping an eye open to watch her friend and make sure her plan worked. Sniffing the liquid, Blue Shulk recognized the scent but couldn’t remember what from, or where. Taking a drink, she looked around and continued. “Hulks here act funny ‘sip’ no eat walls ‘sip’ no eat furniture ‘sip’ they’re not even screwing each other ‘sip’ I mean come ON there’s more than one use for that… Table.” Opening her eyes wide, Carol Danvers slowly looked around, then back to Jennifer and finally looking down at her massive 10-foot-tall pregnant frame before drinking down the entire pitcher and looking down again, hoping that it was all a bad dream, but finding it wasn’t. “Oh my god!”

“Welcome back Carol, GIRL do I have a lot to answer for…”