In the 1950's a number of cockroaches were exposed to massive amounts of radiation during nuclear testing in the Nevada Desert. An exterminator entered into a dark tunnel on one of his jobs and is taken captive by giant telepathic cockroaches who are waiting for mankind to destroy itself before they emerge and rule Earth.
On at least one occasion, some of these developed a collective intelligence.These Cockroaches eventually found that they could take human hosts, with which to further their plans of conquest. Their first victim was Will Campbell, an elderly prospector who wandered near the base of the Cockroaches. S.H.I.E.L.D. Directors ordered the collection of the She-Hulk to determine if she could potentially become a threat. Agent Roger Dooley kidnapped the She-Hulk, along with her boyfriend, Wyatt Wingfoot, and a few other civilians were teleported up to the Helicarrier. One of the civilians was the host for the Cockroaches. They ambushed Agent Dooley and transferred the Cockroaches into him. She-Hulk escaped and sought out Agent Dooley only to be attacked by him as he tried to transfer the Cockroaches into her more powerful form. She swatted him aside, causing his damaged body to rupture, revealing the thousands of Cockroaches. She-Hulk was needed to deactivate it from inside the core. As she attempted to do so, thousands and thousands of Cockroaches poured from the wall of the core, covering her from head to toe. However, she kept a clear head and grabbed handful after handful and smashed them all, leaving her free to disable the core. The radiation to which She-Hulk was exposed caused her to lose the ability to transform back and forth to her Jennifer Walters form at will. And no one ever learned how the Cockroaches knew exactly when and from where S.H.I.E.L.D. was going to beam the She-Hulk up.
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