The Avengers are getting worse!

Heading into the larger chamber of their lair, Ant Man led Wasp to lay nearby as he called for the others. After Captain America, Hawkeye and himself crushed the subway cars and entrances that made the abandoned subway, they had enough room to rest and hide from the city above. "GUYS WE HAVE A PROBLEM!" Stopping dead in his tracks he was shocked to see his friends on the ground, the cavern echoing with the sounds of pain filled moans while the Avengers grew.

Spider Woman was on her hands and knees , growing larger and bulkier by the second. Gasping as she lifted her head she blinked her eyes open, followed by two new pairs of eyes above her originals. sharp mandible like fangs flexed out of her mouth as she cried out from the changes, her growth slowing down as she stood on all eight of her limbs while her six kids clung onto her back like she were a mother possum. "Wha-what was that? Feel so tired..." Gasped Jessica, her fangs chittering as she experimented with them.

Tigra and Black Panther roared as their muscles expanded, their faces pushing forward into feline muzzles while saber teeth grew out from their upper jaws. T'Chala grunted as his member sprung to hardness, aiming forward as his balls grew large and heavy. Greer arched her back and cried out as her chest sprouted new breasts, lining down her stomach as the spines on her and Panther's backs grew out like a fin. Now they looked like fat 14 foot tall cat monsters with bladed spikes on their arms and back, a spiky protrusion whipping at the tip of their tails as their transformation ended.

Miss Marvel held herself as her muscles throbbed and grew, her hips widened as fat began to fill her powerful frame. The Kree portion of her genetics kicked in, altering her differently as her green scales turned deep blue and her blonde hair became a sky blue tint. Horn like ridges formed above her brow on her forehead all while her spines grew jagged and curved over her arms and back. Her children held her legs in worry, their mother gritting her teeth as her changes finally ended.

Captain America grew much as Ant Man had, his loincloth snapping off his waist as his thighs grew larger with bulk and muscle, hunching forward as he groaned in pain a pair of gnarled horns jutted out of his head, curving back like a ram as his spines grew out from his back like a fin, meeting his horns at his neck as his hair fell out. His groin thrusted forward as an erection sprung out and grew, becoming as long and thick as his arm while his balls swelled to the size of melons. "Aaargh! Burning up... Feels like I'm on fire!"

Coming from the entrance Hawkeye and Widow came in just as the other's finished their growth and transformation, the meal they had triggered their changes earlier. With Natasha as big and stocky as Miss Marvel but her scales had changed almost jet black, a blotch of red forming on her back along with a new pair of eyes, two at either socket that blinked at the sight. Hawkeye was now just as big and bulky as Hank and Steve with a meter-long raging hard on bobbing under his gut, but unlike the others a pair of leathery wings flapped and flexed behind him, they were massive and smooth like pteradactyl wings, folding up to become almost unnoticable. "Oh no, it happened to you guys too? We got hit just before we went underground."

"This is just as I feared." Worried Hank as he saw Janet's children fly over to their mother, swarming over her protectively like bees to their queen as she moaned sleepily. "My Pym particles have mingled with the spores in our system, we're going to get huge, REALLY huge!" Looking over to each of his teammates he couldn't help but buck his hips at the sight of the female members of the Avengers, his new size making him even more lusty than before, and he was terrified to wonder if he could control himself.

"I can't believe it, look how big we all are." Gasped Carol, flexing her arm and watching her bicep bulge to the size of a beachball. "I'm stronger than ever, but why am I so fat?" Looking down at herself Miss Marvel grabbed the sides of her hanging gut and pinched the heavy fat that now layered her body. Had she still been human she would have looked over 300 pounds, with 'J' cup breasts and an ass that flared over 2 feet wide. Now a blue scaled abomination she was 13 feet tall, half that wide and weighed at least a couple tonnes.

"The abomination's spores are merged with my Pym particles, it must have happened when we made our escape before the Thunderbolts came for us." Explained Ant Man as he leered at Carol, his massive erection bobbing at the sight of her. "Its charging the gamma energy in them, making us mutate and grow, but I don't know how they are getting the power, or why we're all so over weight." Looking down at his bloated gut and powerful limbs he wondered at it all until it just suddenly came to him. "Its because of all the raw material we eat! We've been fueling our own growth, and whatever isn't needed after is just turned to fat."

"Is anyone else hungry?" Everyone looked over to Wasp as she finally sat up awake, her children swarming over her like flies yet she was oblivious to both them and the radical growth and changes she'd gone through. "I don't know why but I'm starving, ooh... So are they." Feeling two of her buzzing children latch onto her stiff nipples she cooed and sighed as they drank from her, the rest either hovering or crawling over her, waiting for their turn.

"I too feel strangely hungry, much more than before the second change." Panther stated as he rubbed his paunch, the others reacting to their own growling stomachs.

Getting up and lurching as he got used to his massive boner, Cap grunted before looking to the others. "I never thought I would hear myself say this but... Lets raid someplace for food!"

"WHAT?!"

"We're too big now to just sneak around at night to eat, I say we just attack a place for food and then hide back here before we're caught." The former heroes looked to each other for a better option, but as their stomachs growled louder they all slowly came to agree with Steve. "I say we hit someplace small and unmanned like a grocery store or a food warehouse, then eat our fill."

Seeing the others submit to the idea of attacking the surface to eat he gestured for them to follow him. "Come on, I know just the place."