BIG changes...

Leaning against the wall and ignoring the sound of plaster cracking from her weight, Captain Marvel bit her lip and squirmed, letting her hands roam over her stomach as her latest meal digested inside of her. The sounds of her stomach churning and the thrumming of the loud music all around her, filled her pointed ears and made her shiver. She thought eating until her fill would calm the ache in her stomach or put out the fire going on between her legs. Instead, all it did was make her hungrier, and grind her ass against the wall fantasizing that she was being taken from behind. Moaning to herself, Carol let her hands roam down her meaty thighs and up to heft her massive breasts, still impressed by their size and weight as they strained against her make-shift top. She could even feel her hips getting wider, the fabric of her smock creaking as her added mass spread across her body. A body that was slowly becoming scalier and turning to a shade of dark blue. She was getting bigger! And some strange voice in her head let her know this, and if she kept eating… She could get even bigger. “No! I’m not some… Some man-eating monster!” She told herself, pushing away from the wall and stomping her foot in protest. A foot that was very quickly forming clawed toes that raked against the carpet floor. Scratching her hair, she was getting frustrated, oblivious to the nubs forming on her forehead. “No more! I wont eat another person!” Looking down at the floor and having to look over the slopes of her breasts and belly, the towering woman spotted a man stir getting up and in doing so accidentally knock over a pint of beer over his shirt and a bowl of uneaten popcorn. But he was still too hung over to realise it. But to her, the scent of **** over his sweaty skin made her breath in sharply and whimper with hunger.

“Maybe… Just another… Yeah… One more and I can stop, go cold turkey once and for all… Mmm… Turkey…” Swooned Carol, hefting the hung-over fraternity brother off the floor with ease and patting him down with her hands to clean him off. Looking down at his sleepy and helpless face, Carol’s nostrils flared, and she found herself licking her lips in anticipation, just before closing her eyes and shaking her head furiously. “No! I am not going to do this! You are an AVENGER Carol! You are not going to let the hunger and libido of a mutant terrorist take control of you… But he is kinda cute.” Playfully flicking a hair over his scalp, her clawed fingers played with his hair while keeping him up by his arms like a toddler. Eventually the man slowly opened his eyes and with a dopey grin, blinked back at Carol’s smirking face.

“Hey der gorgeous, wanna make out?”

Feeling him drunkenly bring his hands around to grope at the underside of her breasts, that was the straw that broke the camel’s back. “Sure thing hot stuff, you look so good… I could just eat you up!” Pulling the man up, Carol swooned into the kiss when she pressed her lips against his, diving her tongue onto his mouth to taste the tang of beer and chips he had earlier.

Pulling away with a ‘Mwaaaah!” Carol looked down at the man still reeling from the kiss to lick her lips again and wink down at him. “Hey… Wanna see a magic trick?” Seeing him nod sluggishly, Carol began to open her mouth wide. Then wider, and wider, until the man was looking down her throat when all he could see were her fanged teeth and tongue. He was even lifted to get a better view.

“Wow… I can see all the way down your…” Not even given the chance to finish, Carol shoved the man headfirst down her gullet. Her eyes fluttered at the sensation of tasting his sweat and clothes while he struggled and kicked his legs in the air. Gulping hard and swallowing him down, she guided him down her mouth with inhuman strength. Grabbing hold of his arms, she kept him from struggling further by the time his shoulders passed he stretched lips. She could hear his muffled cries halfway down her esophagus and it made her purr with delight when he was swallowed down to his waist. Eventually his legs stopped kicking, much to her relief as she had trouble catching his legs until he was already sliding down to rest in her stomach. In the end, his shoes slipped off with one final gulp, tumbling down to bounce off her breast and belly to drop to the floor.

Leaning back against the wall and giving off a belch that shook the pictures hanging off that wall, Carol panted and moaned, squirming as she felt the man kick and struggle within the walls of her stomach to get free. Caressing her guts, tossing her hair, the massive woman moaned louder as it sent her into an orgasmic tremor, one that caused her top to finally burst and her skirt to come undone. But by then, she didn’t even care. Breathing hard and hefting one of her breasts to lick at her stiff nipple, Carol was beside herself with pleasure. She wanted more, she didn’t want it to stop… Looking down, she found another sleeping drunk on the floor, and didn’t hesitate to bend down to reach for him, only to struggle when she found her bloated, prey filled belly keeping her from reaching him. “Oh, come ON, don’t do this to me now, I want more!”

Closing her eyes, Carol concentrated on trying to bend down further to reach him. If she were aware of it, she would have noticed her body changing. The fat she had so far obtained from her meals were quickly being redistributed across her body, making her stomach diminish in girth. But in doing so, she was growing taller, her muscles bulking up stronger as her mass shifted. Dark blue scales began to spread up her arms and shoulders, along with her meaty thighs and up her back. Her feet became more saurian, her toes splaying out into powerful claws that gripped at the carpeting of the floor. With a gasp, a massive, powerful tail sprouted out behind her and swatted a lamp in two, growing to be as long as she was tall, and she was getting quite tall. Now over 12 feet in height, she continued to grow, completely enveloped in dark blue scales where rougher, craggier scales bloomed out her shoulders and thighs. With a wince, horns jutted out of her brow and grew several feet in length to crown her reptilian face. But for Carol, she barely registered the transformation, her sole attention on the man she tried to reach, cheering to herself when her clawed hand finally gripped at his leg and hoisted him up.

“Aha! Finally got you, my tasty beer-battered morsel!”

Sitting heavily on the floor where her head threatened to bump the ceiling and scratch the plaster with her horns, Carol licked her fanged lips at her latest prize, eager to continue her meal. Nearby, Wanda and Jen had gone through the same growth spurt. Now massive and hulking reptile women who took up the entire living room and clutched at their own ‘meals’ with the same jovial anticipation as eating foot long sandwiches.