The Avengers attack Oscorp!

The Avengers continued to eat the raw materials of their surroundings, striping the prison level they were on bare.

Hawkeye cried out in pain as he grew and bulked up, his gut taking up his lap as his arms and legs thickened with muscle and fat. With a loud crunch of bone his feet changed into hooked talons like a bird, his face stretching into a toothy beak as his wings flapped behind him, growing in size and strength. His raging boner twitching as his eyes darted to Natasha, the fat drider monster hissing back as she felt up her blaoted tits, giving his cock an appraising look before they both collided with each other, a tangle of limbs as he linned himself up and pumped into the Black Widow.

Miss Marvel gasped as she felt her stomach lurch, the titanic monster woman rubbing circles around her dome of a belly as her unborn squirmed and kicked within her. She had been pregnant for only an hour and yet with all the mass she had consumed her litter had grown with her, kicking at the walls of her womb demanding to be born. Her belly was so large she couldn't even wrap her claws around it as it shook and rippled from the activity within. "Feel like I'm going to pop but... So hungry!" Her belly wasn't the only thing that had expanded, her breasts had grown heavy and plump on her chest, her nipples the size of her own thumbs as they leaked thick green milk. "HUNGRY!" Just as she tore a slab of wall off its hinges and bit into it she heard a sudden blast behind her. The rest of the abominations looked up to see a hole had been blown out from the ceiling, the Thunderbolts looking down from the opening as they prepared the next phase of their plan.

*

"Shit! Look at the size of them! Alright everybody this is it." Sticking close to Penance, the three remaining Thunderbolts held on as he used his kenetic powers to launch them back up. The blast of his powers causing a domino effect as each floor caved in under them, burying the Avengers under tons of stone and metal. Catapulting high into the air Moonstone controlled their descent to land on the helipad bellow, the ground crumbling as they raced to the helicoptor and made their escape just before the pad rig collapsed.

Taking their seats at the back, Norman Osborn sat beside the pilot looking over his shoulder at what remained of his team as the Raft sunk into the bay. Calling over the whirl of the copter blades their leader demanded a report of the abomination's demise. "All done boss, even if they could dig though all that, they'd drown by then." Looking out into the waters as their former base sank and imploded from the damage they caused they were certain the monsters were dead.

Heading off into the city the helicopter flew to Oscorp tower, a back-up HQ for the team since they would be needing a new place to operate from. The last of the Raft fell into the water, churning water and air bubbling over the site before it went calm again.

"RRRAAGH!"

The abominations roared as they burst out of the water. They were underground, in a partially flooded caved-in subway station.

"Tear their throats out! Eat their hearts!" Miss Marvel roared. "They dared attack us!"

Black Widow chittered in agreement, her four arms stroking her heaving body as the mandibles jutting out of her mouth clicked back and forth.

Miss Marvel rubbed her own huge tits, licking the green milk. "First give birth then get revenge."

Black Widow continued to chitter as she thought of the Thunderbolts, of mating with some of them. Sure, she could, would, mate with Hawkeye, but there were new desires inside her, desires that would require someone who was not her ally.

She wanted to mate with someone, get their side, and at the moment of climax, eat their head....

Black Widow chittered louder. That would be so delicious.

Stomping out of the water and onto dry ground the Avengers grabbed and ate what they could get their claws on regardless of what it was. Nothing was spared as they scoured the substation clean of everything, even going so far as to start eating a wrecked car at the entrance.

The abominations were huge now, well over twenty feet tall and half that around they only grew larger with every bite they took. As they began working on the stonework in the walls Miss Marvel cried out in pain as she fell to all fours, moaning as her water broke. "Uuugh... It's time." Growled Carol as her pussy crowned, the first of her newest litter being pushed out as she roared in pain and pleasure. A heavy mass popped out of her crying as it squirmed between her thick legs, while another abomination pushed its way through her birth canal to be born right after.

Cap watched with pride as Miss Marvel gave birth to his brood, now numbering five and counting Carol panted as she pushed and pushed, gouts of milk sprayed from her plump breasts as a sixth and seventh joined her litter on the wet stone floor. Steve looked over to the others with a hiss, his tail thumping behind him to gain their attention. "We get back at Osborn, eat anything in our way! Show him we biggest and strongest!"

"Me want Venom!" Chittered Natasha, her claws rubbing her bare pussy under her round belly. The drider woman fantasizing about using Macgargan as a sex toy before eating him. "Venom please Widow... Widow drink Venom."

"Osborn mine!" Grunted Ant Man, his mandibles having grown large and curved as he hunched over. A second pair of arms grew out from his sides and acted as feet, giving him the gait of a fat gorilla as he stomped over to Cap. "Puny man pay for hurting Wasp, me EAT Osborn!" Pointing over to his wife, Janet had changed along with Hank. A third eye blinked over her forehead as a second pair of arms of her own rubbed her pregnant belly, her wings buzzing behind her as her first brood guarded their mother.

"We no Avengers anymore! We monsters, abominations." Roared Miss Marvel as the last of her brood were born, catching her breath she could feel her body healing as she picked up her children and brought them to her breasts. "No one cages abominations, we smash them to pulp... Then eat pulp!"

Looking out of the exit leading into the city the former Avengers began to feel hungry again, the need to eat mixing with their desire for revenge as they could see Oscorp tower in the distance. Tigra and Black Panther purring at the chance to go chase something moving instead of chewing on stone and metal.

Bulldozing through the wrecked entrance to the subway station the Avengers entered the streets and made their way to Oscorp tower. Unable to resist their hunger they devoured anything that got in their way whether it was a street lamp or a parked car. Hawkeye, Miss Marvel and Wasp along with their spawn took to the skies while the rest stalked the streets.

The police arrived to block their way, firing on the gigantic gamma infused monstrosities in the hopes of stopping them. Instead their efforts only made the Avengers angrier, forcing the police to flee as Ant Man charged the blockade of police cruisers like a rhinoceros and chomping down on one of the wrecked cars.

Hawkeye and Miss Marvel took to the sky as Wasp and her swarm chased after the news choppers overhead. Ganging up on the whirling flyers they tore them apart in mid-air before bringing the machines to the ground and pick at them like vultures.

"OSCORP!" Roared Cap as he bit into the side of an upturned car, his great strength buckling the metal like it were tin foil as he swallowed the battered steel. "Go to Oscorp, smash the Thunderbolts!" Following their leader's call the band of abominations rampaged towards the tower, by the time Steve finished eating his meal he lurched as he grew again, his neck stretching out as the spines on his back grew. Groaning in pain his face pushed forward into a muzzle as his growth stopped. The bulky 25 foot tall saurian bellowed a feral roar as his humanity continued to slip.

*

Looking out his high-rise window to his office tower, Norman Osborn frowned as he and his Thunderbolts could actually see the mob of monsters moving their direction, turning to the four remaining members of his team he sighed.

"Tell me people how difficult is it to kill off a menagerie of gamma empowered freaks?"

Looking worried of what answer to give Moonstone stepped forward to answer for her team. "With all respect sir it took a psychopathic red hulk to kill the original abomination, we currently have a band of them heading this way and they are several times bigger and more powerful."

"Dr. Karla I gave a very simple order, kill-the-freaks! A liquored up hillbilly with a shot gun at the zoo would have killed more mindless animals than you did tonight." Stepping over to his desk he raised the phone and dialed out. "Fortunately for the both of us I have friends ready, willing and THANKFULLY able to deal with these creatures at a moments notice."

Getting a signal on the other end he gave the order and put the receiver down. Heading back at his place by the window watching the monsters make it to the front of his office building.

*

Making it to the front of the Oscorp tower the abominations tore at the front gates, some climbing the walls while others attacked and ate the surrounding cars and people. "Puny humans." Growled Tigra as she swiped at one of the guards who tried to flee, snatching the screaming man up before cramming him into her mouth. "No sport, want to fight bigger prey."

A sudden blast of energy shot one of the monsters climbing the skyscraper, his body falling to the ground with a heavy crash as his brothers and sisters moved out of the way. Looking up at the source Tigra smiled, licking her chops as a group of the most advanced sentinels at Osborn's beck and call hovered into range.

Boxing in the group of monsters, the giant robots landed in a semi-circle around them. Turning to each other as if speaking they all looked back at the Avengers and announced through their digital voices. ~Target... Avengers, begin euthenization protocol.~

Looking down at the fallen abomination Tigra's smile grew wider as she noticed his wounds healing, the creature stirring as the machines closed in. "This going to be fun!"

*

Norman Osborn and his team watched from above as twelve of the most advanced sentinels engaged the abominations below. The giant machines striking the creatures down with lasers and missiles that turned the streets into a warzone. The Avengers themselves attacked head on, evenly matching the mutant-killing machines for strength and size.

Cap snarled as he grappled with one of the sentinels, head-butting the robot with his jagged horns to daze it before sinking his teeth and claws into its metal shell. Suddenly possessed by his hunger again, Captain America began tearing away at the downed machine and swallowing mangled bits of metal and fuel. All the while he swelled fatter and larger, his muscles bulging to deal with the added bulk. "COME! EAT, GROW STRONG!" Roared the abominated leader as the younger monsters dug into the machine like lions at a kill.

The spider abominations led by Black Widow and Spider Woman swarmed over one sentinel as it fought with Hawkeye, its limbs held down by strong webbing before it's shell was pierced by their diamond hard fangs and corroded from the inside as acidic venom was pumped into its frame, liquifying the robot before it was slurped up by the rampaging monsters.

Concentrating their weaponry the machines took to the air and blasted Black Panther with their palm lasers, the cat monster roaring in pain as he was slammed into a building from the heat and force. Before the fatal blow was struck Miss Marvel came between the machines and her teammate as they fired again. Absorbing the energies and feeding off of the power, she groaned from the sensation as her body grew larger. A stubby tail sprouted from above her massive ass cheeks before lengthening into a bladed tipped, her tail now over 20 feet long. Arching her back as she took in more energy her chest heaved as she grew a second pair of breasts. "SO MUCH! SO MUCH POWER!" Eyeing the robots as they recharged she flew at them like a battering ram, slamming into the machines and scattering them back to the ground.

Panther stood back up, his injuries healing rapidly as he set to leap at one of the machines Carol brought down, biting into the thing's neck before eating away at the metal construct. After an hour of fighting the sentinels had been all destroyed and consumed, the abominations were now even larger and more powerful as they set their sights back onto the tower and attacked.

*

"This... This is impossible!" Looking around in a frantic panic Mr. Osborn ran as he felt the building rumble, the sight of Wasp's children swarming over the sides of the building as the rest of the Avengers climbed the skyscraper. "How could they beat them?! Those machines were capable of bringing the X-men to their knees in minutes."

Following their leader up the stairs as the building continued to rumble and shake, the Thunderbolts tried to make their way up to the roof to escape in the helicopter. Just as they turned a corner in the staircase the building shook again as a massive clawed hand smashed through the wall and snatched a screaming Moonstone off of her feet, pulling her out of sight. "Keep moving, the chopper is our only chance out of here." Finally making it to the roof the four Thunderbolts ran for the air vehicle, just as it was destroyed from above by Hawkeye as he landed with all his mass.

Before they could turn to run back into the skyscraper the rest of the abominations arrived over the roof's edge, cornering them just as one of the larger abominations grabbed Norman Osborn and hoisted him up to see him eye to eye. "GOT YOU KNOW... YOU NO ESCAPE AVENGERS." Snarled the horned lizard monster Captain America had become, his armored tail swinging behind him as he held the small man over his head. Looking around him, the rest of the Thunderbolts were equally detained by the gamma mutated heroes, all now well over 40 feet tall and eyeing their prisoners with drooling lips.

"YOU PAY FOR HURTING AVENGERS..."