Jen and Carol discover caffiene makes spiders drunk.

Looking to each other knowingly, both Carol and Jen moved closer, seeing an immediate change in the green arachnid’s demeanor. “Spider-Man? Can you think straight? Are you back to normal?”

Strangely, Peter Parker slowly began to wobble about, his balance becoming a bit tricky while he chuckled and giggled to himself. “Oh, hey big green titty lady, WOW you got big… Whatcha been eating anyway? The jolly green giant?” Collapsing back onto his rear, Spider-Man’s chuckles turned to full on laughter, holding his sides with all six of his clawed hands. “Oh hey, I gots more handssh… Wooh! Whissssh ones my favorite? Oh, there you are!” Pulling up his lower left claw it gave him the finger. “Huh… guess not.”

Blinking back at Spider-Man in surprise, Jennifer looked to the others and found them all... Well, shit-faced drunk!

The pink and white Spider-Gwen spun around from the silk strand she dangled from before she lost her grip and dropped like a tonne of bricks, rolling onto her back and laughing like a hyena. Silk had already fallen to the ground and found herself tangled in her own webbing, staring back sleepily at the cat’s cradle she was occupied with while her tongue stuck out of her mouth. Black Widow and Spider Woman were still perched above a light post but were now drunkenly making out, their many hands getting in the way of each other and wincing when their fangs clicked together.

“This is just screwed up…” Huffed Carol, shaking her head at the show of 5 giant spider monsters rolling around, blink drunk.”

“What the hell? I didn’t brew any with ‘Irish Cream’, why is everyone acting like its happy hour?!”

Drinking the last drop that the thermos had to offer, Venom tossed the empty container away and landed gracefully on his clawed feet. “Because caffeine is like **** to a spider.” Rolling his shoulders and standing up straight, Venom looked down at himself and shifted his appearance, balancing out the mass in his form so that all six of his arms were the same size and straightened out his eyes, which were floating around the surface of his head before focusing them back to the front of his face. “But unlike the spiders over there, WE are not arachnids.”

“Well… At least YOU are in control, what happened here anyway?” Asked Jen, seeing one of her son’s tug at her dress and thoughtfully lifted him up to hold at her side, still marveling at how rapidly he and the others were maturing.

“Spider-Man got turned a little while ago and started looking for others like him, turning those two ladies and bringing Black Widow and Spider-Woman along with him. He tried to get us too but our other took the brunt of his radioactive poisons.”

“Leading you to look like an eight-legged acid trip?” Pointed Carol with a smirk.

Crossing his many arms, Venom smiled a toothy grin. “Yes, and YOU into a giant blue slut, Spider-Man never shut up about how you just stomped into his apartment and jackhammered him and his wife!”

Glaring back with a stern look, Carol stomped over and stood to loom over the symbiote clad agent with her hands at her wide hips. “What was that little man? Call me a slut again and I’ll drive my fist up your ass, my other down your throat and play you like a damn accordion!” Suddenly the trio gasped, a flush of warmth passed through them that made their hearts boom in their chests and lose the strength to stand. Falling to her knees, Carol moaned and kneaded her massive breasts, a light blue blush on her cheeks. “Wha… What IS that?”

Jennifer had put her son down and fell to her own knees, intense arousal flooded into her being. Looking over to the gamma spiders she still found Black Widow and Spider-Woman making out and suddenly realised what was going on. “Jessica… It’s her pheromones…” The former hydra agent was giving off potent pheromones that had the whole group collapse in intense arousal, Carol didn’t even resist when she felt Spider-Man come up behind her and line himself up. Trying to fight it at best she could, She-Hulk lost her resolve when she looked up at what the pheromones were doing to Venom. Instantly the symbiote had formed a massive erection that was as big and long as his forearm! With balls that began to form and swell to the size of melons. Licking her lips, Jen pounced on her prize.

*

Charles returned to the physical plane with a deep sigh of relief. Opening his eyes, he found himself where last he sat himself, on a pile of bricks he had built as a makeshift seat for his new gargantuan build. The space around him was what was once the mansion's foyer. All that was left of it were two dilapidated walls to his side, with dust and debris scattered all over the floor around him and even to the lawn and garden ahead of him. It was a rueful thing for Charles to acknowledge to himself, that the sight of his home and school in ruins was not even a unique one, but Charles chose to take solace in the fact that, at the very least, there was no fret for the worst to have happened to his X-Men and students.

Charles' ruminations were interrupted by a harsh crushing sound coming from outside his lap. Drawing his eyes just slightly down, he found Storm resting between his open legs, her back settled against his calf and her mane of hair thrown over his knee and thigh. Ororo was staring out into the lawn of the Institute just as he, with a piece of debris in her hand that she was chowing down on as casually as she would an apple. Her jaw flexed and twisted as she chewed on the block with closed lips that could nonetheless contain the heavy crunching, but Ororo displayed no distress at the feat, nor any disgust or discomfort in the act to begin with.

Charles could not help himself but to chuckle, startling himself with how his amusement rumbled in his wide chest. It caught the attention of Ororo, who after swallowing her mouthful of mortar with a heavy gulp flashed her teeth in a wide smile.

"It is nice to finally see a smile on that new face of yours, Charles," Ororo giggled. "I take it Emma and the rest have succeeded?"

"In as much as they all could, yes," Charles responded. "All the X-Men have regained their minds and are on their way back here."

Without a second thought, he reached out to Ororo and began stroking his hand through her long hair. In the back of his mind, it occurred to Charles that such a gesture of affection was not generally in his character, much less inappropriate to do with a woman who was decades younger than him and had served as a subordinate of his for a considerable length of time. But the shame in his gesture was only a nagging one. He looked into Ororo's green eyes, just as distinct and radiant as her original blue ones, and recalled the swelling romantic feelings of his youth. Even between his downward gaze of Ororo was sandwiched between his thigh and his manhood, and even as it twitched as his heart swelled, there was no worry of impropriety. Charles then felt a warm body press up against his back and a set of hands drape over his broad shoulders. Her large breasts mashed against the broad space of his back

"Mmm, you have ah nice nahp, sleepy-head?"

Charles chuckled under his breath. He reached across his broad chest, resting his hand over Rogue's. "I did not get much in the way of rest, Rogue. But my mind has certainly been put more at ease."

Charles paused his train of thought. He twitched his jaw and rolled his tongue around his mouth, figuratively feeling out the strange feeling of a different voice escaping his lips. Not a completely foreign one, it was still recognizably his own but of a lower register, but was still jarring enough to think back to his words, and hear his very clinical manner of speaking come through that voice and be somewhat taken aback.

This very moment was in fact the first Charles had to sit and dwell on his new circumstances, and a change of voice was just the tip of the iceberg to the disconnect his mind felt with his new body. Even before his paralysis, Charles had lived his life always aware of his limitations as much as his capabilities. Over time, he found it a useful tool to map out the parameters by which he could best apply himself, and had always sought to teach his students similarly. Ironically, having conceivably all limitations now completely expunged rendered Charles somewhat scattered and uncertain.

What's more, his more clinical and distant demeanor he had maintained for most of his life could not stand against the surge of hormones and Gamma radiation that coursed through his new burly body. Simply sitting still, Charles' muscular build tensed and thrummed, pulsing with energy. His notorious patience and tactical mind were wrestling with a bombardment of impulses and euphoria, made more challenging with the two gorgeous naked women presently coiled around his own threadbare form. His manhood had been full and swollen this entire time, but was now twitching with an urgency that made Charles purse his lips and flare his nostrils with a strained intake of breath.

It was enough to get a reaction from Rogue. With added pressure of her massaging of his shoulders, she pulled Charles out of his inattention.

"'More at ease,' eh?" She playfully scoffed. "You beyin' ahnest wittus, Professah?"

Before he responded, Charles couldn't help but notice how Rogue's voice had changed as well, her famous Southern drawl having taken on a deeper, even more sultry tone. He then recalled that the same had happened to Ororo's own accented voice, but a new twitch through his shaft compelled Charles to finally respond, at the very least to try and distract himself from his own libido.

"Do not worry about me, Rogue," he reassured, squeezing his hold on her hand. "In complete honesty, I am likely the most mentally capable out of all of us in this situation. It is the rest of you I am worried about. Charles bounced his eyes from down to his knee to over his shoulder. "Ororo, Rogue. Your children. How are they?"

Ororo giggled in response, shuffling around so that she was now facing Charles—and he her, with her face from his perspective between his leg and his cock. She rested her cheek up against the former, and drew out her arms to cradle his beefy thigh.

"Insatiable," she merely said. Charles' heart swelled and mouth suddenly ran dry in reaction, but to his relief, Rogue cut him off from having to dig further into Ororo's double-meaning.

"Lordy, ya don't haveta tell me twice!" Rogue chuckled. "Ah thought dem little runts wus gonna damn near bite mah bosom off!" Charles could believe it. Rogue's heavy breasts pressed up into his back while she rubbed and caressed him from behind, and even with his enhanced hide could still feel her sharp, erect nipples glide across his jade skin.

“Still…It’s naht like all this wasn’t FUN’n all.”

“Oh, I can’t disagree Rogue.” Smiled Ororoe warmly, her hands gently kneading the professor’s shoulders before bringing a hand to affectionately comb at his new green hair. “But It’s a shame I can’t remember who the father of my little bundles of joy are.” Leaning down until her tusked lips reached Xavier’s ear she whispered. “Then again I know who’s going to be the father of my NEXT litter.”

Eyes going wide, Charles looked up to find the orc woman giving him a hungry look, the same look Rogue and Psylocke were giving him right now. “OH LOOK! My X-MEN are back!” Standing up and moving away from the attention, the Professor was relieved to find the large crowd of Hulks make their way back, his smile turned to a grimace when he spotted who was leading them all back and the state she was in. Emma Frost huffed with each step, deeply annoyed at the way her swollen breasts jostled back and forth, staining her make-shift top. But her real problem was the bulk of her pregnant belly, one hand rubbed its surface to calm the storm of kicks she felt inside while her other hand rested on her hip to keep her balance. The other ladies looked on with knowing pity when the alabaster woman slowly lowered herself to sit and sighed in relief.

“Everyone… Huff… Is here and accounted for… Professor.”

“Good to know, I take it there wasn’t too much trouble reigning them all in?”

Giving the green skinned man a haughty grin, Emma was smug. “I am the White Queen Charles, control is what I’m known for.”

“YOU DID WHAT?!” Roared Cyclops, glaring down with his single glowing eye at the indifferent Wolverine. “I’m jut saying, I think I remembered plowing Emma when this all happened.”

“She’s my fiancé Logan!”

“Oh, please Scott, Emma’s been knocking boots behind your back even BEFORE she became a giant albino porn queen.” Pointing towards his lupine snout, the giant green wolf continued. “Believe me, the nose knows.”

“Logan!”

“Oh you need proof? Hey everybody, raise your hand if you rolled around in the hay with the ‘Head Mistress’ over there.” Instantly raising his own hand, the two looked around to find a rather large chorus of hands slowly get raised; Gambit raised his hand, then Ice Man, Colossus raised his and got an elbow from Kitty, even Laura slowly raised hers.

“YOU MOTHER…” Cocking back his fist, Cyclops took a swing at Wolverine, his strike missing the wolf’s nose by almost half a foot.

“The mighty Cyclops everybody! No fear, no hesitation… No depth perception, heh.” The laugh was short lived when Cyclops gave Wolverine a full hit from his optic blasts, sending the man hurtling towards a tree several yards away. Watching on with mild embarrassment, Charles crossed his arms and shook his head. “Oh yes Emma, the very definition of control.”