Meanwhile in Carol's room...

Moaning and crying out loud with each thrust Steve made underneath her. Carol's eyes fluttering, she caressed her hands down her neck to grope at her sensitive breasts and down her stomach and navel to roam over Steve’s chest. Flicking her head and tossed her blonde hair over her shoulder, she thrust out her chest to let them sway from Steve pistoning inside her. Natasha for her part had her arms wrapped around the woman, panting with arousal, and licking up Carol’s neck while she squirmed, straddling Steve’s leg, and pressing her chest against Carol’s back, sending shivers of pleasure coursing through Carol’s entire body.

She never felt more aroused in her life, ever! At first, she thought it was a fever after drinking the coffee she was offered by Lilith, but that fever had only grown into a fire in her loins when she left the kitchen and bumped into Steve on her way to the restroom. She always found him attractive but never really pursued him, respecting his attraction to Sharon. Now the two of them were grinding against each other in bed like spring rabbits in heat. Every time he groped her thighs or reached up to caress her large breasts, the woman keened and wailed, only for her lips to be captured by Natasha, eager to have her chance with Captain America. She was close, so close to reaching her limit, and she could feel it in Steve as well, she did not understand how she knew, but she wanted it. She NEEDED it! Feeling him grip at her thighs and tense up underneath her, Carol’s hoarse breaths hitched in her throat when her own orgasm crashed through her and she felt liquid heat flood into her body, making her rear back and scream as the two writhed in their release.

Breathing hard and her chest heaving with each breath, Carol swooned and let her hands roam over her face and down her neck just as she felt Steve sit up and capture one of her sweat slick breasts in his mouth, licking around her stiff nipple and causing smaller orgasms to jolt through her. Sluggishly, she reacted to Natasha pulling her face to the side to kiss deeply then whisper into her ear. “My turn Carol.” Nodding drunkenly, the two women pecked at each other’s lips before Carol separated from Steve and moved out of the way, just in time for Natasha to be taken in Steve’s arms and spun around to lay in bed, the former assassin wrapping her legs around his waist as they began making out.

Sauntering away from the bed and making her way to her own washroom, Carol swooned, splashing water over her face to cool down and lean against the sink with her hands to admire her reflection. In the other room she could hear Natasha and Steve grunt and moan out loud, already in the throes of rough sex and going at it even more aggressively than she did. Their cries of passion making her shiver and crave to join them again. Looking herself over in the mirror, she traced a finger over her eyebrow and pulled a bang of blond hair out of the way to smile back at her reflection. But then she noticed something unusual, her long hair curled and coiled instantly like they had gone through a curling iron. Pulling a strand of hair between her fingers, she watched it snap back to join the rest of her curly locks. Then she got the scare of her life when she watched her face change. Smooth, supple flesh began to turn green and translucent, her long flowing hair clumping into thick coiled tentacles that draped over her shoulders and down her back. Her blue eyes became slit and yellow like the eyes of a snake or reptile and her ears melted into the sides of her head to be replaced with a pair of gnarled horns. Gasping, she looked down to see the same changes spread down to the rest of her body. Her fingers and toes developing claws along with spines and spurs jutting out of her ankles and forearms, shivering, she could feel half foot long spines jut out of her back all the way down to her tailbone. “Wha… What… What’s happening?”

“Harder! Fuck me HARDER!” Moaned Natasha over Steve’s grunts of effort, her hands roaming over his back as she felt his length thrust and intrude the entrance to her womb over and over again. She was close, SO close. But then she felt something strange, something her hand had managed to grab hold of while exploring the man’s back and rear. Something… Slithering in her hand. When she looked over Steve’s shoulder, Natasha gasped at the sight of his flesh turning a translucent green and spines rupturing down his back along with a nest of tentacles running down his scalp and neck. “Oh my GOD! Steve!”

She cried out for him to stop, tried to pull away from the man even when his girth continued to pump into her nethers with greater intensity. Then she looked up to her hand, as it too began to change. Her fingernails grew sharp like talons and spurs sprouted up her forearm. Crying out in shock, she watched as Steve finally raised his head to look her in the eye, his face barely recognisable with his flesh now murky, green, and translucent. His eyes were now reptilian and staring back into hers pleadingly. “Can’t… Ugh… Can’t…. Auuurgh…” The expression on his face was one of horror; he was fully aware of what was happening to them both and what he was doing… But he could no longer stop himself. His grunts and moans joined hers as his thrusts increased, his mind going blank as lust and need overtook the two of them.

Distracted from the sight of her reflection in the mirror to the hoarse cries of Steve and Natasha in bed, Carol found the two had transformed just as she did. Hearing Natasha cry out for help, she went to step out of the washroom but when she reached the door frame, she was caught off guard when she felt a painful pressure build in her insides and brought a hand to rub at her stomach soothingly. Looking down she gasped when her belly began to swell, her fingers being spread apart by the growing surface of her stomach and the ache in her insides that **** her to press up against the wall and slide down to the floor. Gasping and moaning in shock, she felt her hips grow wider and her breasts grow past one cup size after the other, rapidly filling with mother’s milk, all while her belly continued to grow. Her knees were pushed further aside, her stomach bloated to the point that she looked full term with twins and yet continued to grow, the pain nearly unbearable as she felt activity within her stomach. If she could still hear her two friends practically screaming out in orgasm, she did not register it. Her own cries joining theirs when her water broke, and her body was wracked with contractions, demanding her to push.

In the span of minutes… The bedroom was a cacophony of screams and cries from over a dozen newborns crowding the floor… And the bed.