Their plan works... Somewhat.

The yellow fog filled the bubble formed by Susan Storm the Invisible Woman, causing the monsters to **** on the fumes as they fought the X-Men and remaining Avengers, the billowing cloud was so thick it kept the horde outside from seeing the battle within. Believing their masters defeated they retreated back to the nest in the city.

By the time the smoke cleared and the bubble was dropped, the situation inside had changed drastically.

Warbeast was on her knees crying her eyes out while her two daughters held on to her for dear life, lost and confused as their worse impulses were gone. Tigra had curled into a ball rocking herself as Black Cat and Mary Jane looked down with caution at the prone feline, the rest of her 'pack' looked around dazed and confused. The other abominations were all in a state of confusion as the serum dissapated.

She Hulk looked around in confusion as she stared down at Iron Man, his armor battered from the blows she gave him. "Tony?" Stark opened one eye then the other, breathing a sigh of relief knowing she was back in control of herself.

"Looks like it worked Stretch..." Grumbled the Thing as he moved away from the abomination he fought earlier. "Er... too bad about the mansion... though."

The Thing stared wide eyed as he witnessed his friends and loved ones holding onto their sides as if in pain, the gas had reclaimed the abominations minds once again but it also began spreading the infection like an air born disease. Susan Storm lurched as she began to bulk up, growing several feet taller as she turned.

Rogue burst out of her uniform as she swelled and bulked with power, holding onto Storm who was growing along with her, Cyclops grunted as he out grew his clothing, his visor snapping in two as it fell off his face.

Over the last few minutes the X-Men and Fantastic Four had all turned into abominations, each exhausted as they now stood several feet taller.

"Ah... NUTS!" Frowned Ben Grimm as he looked down at the group of heroes, now hulking monsters. "Now whata we gonna do?"

*

Black Widow and Spider Beast prowled the ruins of New York for anything to eat, by now the city had almost completely been scoured and was now a ghost town, Wasp's hive stood at the center of the city buzzing with thousands more of her kin above in the air.

Cat abominations prowled in packs through the city while the spider abominations had covered portions of the city in cobwebs, adding to the now haunting visage of their conquest.

"Grrr.... nothing left in this fucking town, did we eat everything?" Growled Spider Beast as she hung from a high rise with her 'sister' spider, picking her teeth with her claw. Having found what few survivors of their attack on the city, food had been getting more scarce. "Seems we have, nothing to worry about sister, Panther and his packs always bring back tasty morsels."

"What have we here?" Wondered the six armed abomination as she noticed the warband sent to attack the X-Men had returned, swinging down she and Widow landed in front of the small horde of monsters.

"Where are the others? Didn't you deal with those mutants yet?" Asked a crossed Widow as she noticed several missing including the first avengers.

"They... They're gone, dead!" Widow had lunged forward and grabbed the abomination that spoke by the neck, lifting him up as easily as a house cat. "And how did that happen?!"

"Used poison gas master 'cough' all dead, gone." Tossing the creature aside she growled at losing her favorite playmates to the mutants. "And the X-Men?"

"Dead too, all dead, gone, no more." The creatures cringed at their matron leaders who suddenly smiled even with the bad news.

"Good... That means this world is ours now, COME back to the nest, we must celebrate." Picking up the brute she tossed she pulled him close to her face to look in his eyes "And you are going to satisfy me for giving me such bad news RUNT!"

*

At the ruins of the Xavier mansion the heroes had all finished transforming, the only ones left unchanged were Thor and Iron Man, having been kept safe inside his armor from the gas.

"Wha... What happened to us?" Groaned Susan as she stood to her new ten foot height, her hair had lengthened from the transformation and now hung down to her waist. Looking at her scaly clawed hands she gasped looking all over her self. "What happened Reed?!"

Reed Richards stood now a tall muscular abomination himself, thanks to the suits they wore they stretched and conformed to their new bodies, even Johnny had become like the others whistling at the muscles he now had, completely oblivious to the fact he had claws, spines and scales.

"The serum must have made the spores in the Avenger's bodies mutate, making it air-born to keep the transformation process going." Checking himself and the behaviour of his wife he sighed in relief. "The gas did work though, we're still in control of ourselves."

"Speak for yourself Doc." Grumbled Wolverine who was the smallest of the group at 7 feet tall but covered in rough hairs like a mangy wolf, everyone noticed the raging hard on he was trying to hold down. "I can't get it down, damn thing's a steel pipe on me!"

Tigra slowly stood, shaking her head as she was now able to think freely again. "It's... It's like that for all of us, Hank... Ant Man said our instinct to breed was amplified, like a heat." Looking around the others were in various states of arousal but was confused to find the horde she came with missing. "Where did the others go?"

Xavier stood on his legs for the first time in what had to be decades, taking the tatters of his suit and wrapping it around his waist. "I placed a thought in their minds that the gas was a potent toxin, one that killed us all as a last ditch effort to stop them."

"Good thinking, even as we are I don't think we could deal with a thousand of those things." Moaned Cyclops as he tried to cover his raging cock with his hands and remaining cloths.

"Those 'things' are some of my kids Mr. Summers!" Stood an angry She Hulk as she pointed a clawed finger at his chest, noticing his eyes were ruby red and NOT firing a beam of destruction her way. "I may not be a vicious monster anymore but I still KNOW who my children are." As the leader of the X-Men stood in shock at the control he now had with his powers, She Hulk gasped and looked down to find Cyclops's erection bobbing at her waist, his sac drum tight and pulsing.

"That... Looks painful." Husked Jen as she licked her lips before kneeling down and grabbing hold of his dick. "Poor thing, let mamma Shulkie deal with this." Scott groaned as Jen wrapped her massive breasts around his erection, sucking him off hard. The rest of the heroes looked on paralysed with arousal as they watched her lick and suck at his man meat until Scott groaned loudly, followed by Jen gulping down his cum like she was starving. Standing back up proudly to her 12 foot height she looked down at the man with a smirk. "Aww, your still hard, maybe this will help." Wrapping one of her muscular legs around his waist she aimed his cock at the folds of her pussy and sank down over him, swooning as she pressed his face at her cleavage.

Unable to hold back he wrapped his claws around her broad hips and began to thrust into her, the two oblivious to the others around them as they screwed out in the open.

"YES! Right there, yes more More, MORE!" Cried out Jen as he tensed, pumping her full of his cum.