A/N: Helloha peoples. The story continues and so does the torment of Casey and others. In answer to a random reviewer; no the Ultimatrix cannot be used to cure Casey. Unlike the Omnitrix it doesn't have the genetic repair function.

Disclaimer: I do not own any elements, characters, or story arcs from either the TMNT or Ben 10 franchise. I'm merely a fan who likes the whole good guys getting involuntarily transformed or brainwashed/mind controlled.

Merrowww….

Metamorphosis

Munchies

"Fascinating," The cyborg scientist remarked as he watched the transformations taking place on the slides. Reading over the chemical and genetic analysis of the strange black cells, he turned to his employer. "These cells are most assuredly of alien origin. Similar to those fake aliens that I, Baxter Stockman, was able to create in such short notice, these alien cells seem to contain genetic material from several different species. It's a rather interesting design, in the black cells the genetic code is a horrifically unstable jumble of proteins and nucleic acids but once inside the human cells it stabilizes, mutates the host cell and begins to incorporate the host's DNA."

"Do you think you could extract the alien genetic material for weapons use?" The leader of the Earth Protection Force asked the transhuman. He pushed his glasses back up the bridge of his nose causing the lights from the monitors to reflect off them.

"You insult my intelligence, Bishop, of course I can." Stockman replied crossing his improved metallic arms over his equally artificial chest. "However, it would be a bit more beneficial to observe the actual organism in order to best apply it. I need to know what size cage we would need to contain the first batch of clones."

"I believe that I can arrange that," The government agent smirked. "And while I'm at it I can cause a bit of trouble for our turtle friends as well."

Merrowww…

"Dude calm down, we're not going to crash." Kevin tried to reassure Soran. The Osmosian Healer was clutching the seatbelt and door handle tight enough that the olive skin of his knuckles turned white. The green haired alien didn't pay much attention to him as he kept making this anxious growling noise in the back of his throat.

The two of them were headed to New York after his mom got a call from his cousin's girl. Apparently, Case had gotten really sick and this April woman thought the nut might have caught something during his stay in Bellwood. The lean Healer suggested that Casey's sickness might be related to his time with Animo. Meaning that it was probably all his fault that that his cousin was ill. Either way the two males had been called away from having their hair played with by Case's adorable little hellspawn to go see if they could help.

Merrowww…..

The sharp metallic tang of blood stung his tongue as the vigilante bit his lip to keep from crying out in pain as he hid in a dark corner of the dojo. Crying out would mean the others would find him and that would only make things worse. Even now, he could barely stand it.

After his migraine cleared up, he couldn't take a breath without feeling it, this buzz coming from nearly everything. The turtles, Leatherhead, April, Serling, the lights, the television wall, wires on the floor and walls, everywhere. This lonely dark corner was the only place in the lair where he hear himself think without the buzzing clouding his mind and peaking his appetite. That was another reason Casey isolated himself, he couldn't get full no matter how much he ate and he knew it was a bad thing that lookin' at his friends was starting to make his mouth water.

A creeping feeling raced through his fingers and toes. The brunette kicked off his sneakers as the ends of his digits burned in agony. He watched in silence as his nails cracked and peeled. Crimson liquid dripped from his fingertips and dark flowers bloomed on his socks. Small bumps pushed themselves out of his nail beds and caused the remains of his nails to drop off as they grew into large curved hooks. The fabric of his sports socks irritated the sensitive nubs on his toes. New nail grew covering the blunt hooks, hardening them into thick sharp claws.

"Great, just fuckin' great." Casey Jones groaned as he tried to remove his socks, for his toe claws poked through the tops of the blood stained fabric. Unused to manipulating things with hands ending in razor blades the well-worn socks were shredded to bits, but his feet were finally free.

The buzz increased as he sensed that someone was coming. Why can't they just me alone for awhile? The vigilante loved them but they were starting to annoy him with their hovering and buzzing. Hide. There was that voice again straight from his nightmare. Deep, inhuman, and powerful it had been getting louder all day. Be wall. The ill man pressed himself as close to the bricks as possible trying to hide in the deepest part of the shadows.

Merrowww…..

Where in the world is Casey? The hotheaded terrapin thought as he entered the dojo/weight room. When he and Leo came back from cyberspace, passing the torch to Serling and Professor Honeycutt, they went to the lab to find out what his egghead brother and LH discovered. The idea that his best bud was going through the same mutagenic nightmare that his slightly older brother went through years ago. Part of him was worried about how to fix this, about how to keep Casey from hurting people if (when) he mutated into some sort of monster. Another part of him was aching to find whoever did this to his best bud and shove his sai so far up the sonova bitch's ass that the bastard could pick his teeth with the prongs.

However, when everyone had gone to check on the SpaceCase, the vigilante had disappeared. Mikey said that the last time he saw Casey was the human nursing a migraine after cleaning out half their fridge. The comedic brother had gone to his room for a bit after being snapped at by an irate Casey after an ill-timed comment. The red clad turtle had volunteered to search for the human in the far side of the Lair while the others looked elsewhere.

"Case, you in here?" Raphael asked aloud after his foot bumped a deep green sneaker. The shoe was way too large to fit April but not quite wide enough for a mutant turtle. Why'd he take off his shoes? Not far away from the shoes, he found bloody smears and shredded cloth. Instantly on alert his hands flew to his sai, he knew Donnie said that the vigilante had at least two days before he finished mutating, but Casey was the unpredictable sort. More warily, the teen reptile called, "Casey, yer not well. Donnie says that ya need ya rest."

A faint growl was the only warning Raph got before over 225 pounds of muscle slammed him to the ground. What felt like cold sharp blades dug into his shoulders and shin, warmth oozed out the wounds suggesting that blood was drawn. The larger male hadn't reacted to the knee digging into his rock hard abdominals as he was busy biting into the turtle's forearm.

"Casey, let go." The turtle warned narrowing his eyes behind his red mask. The side of the longest prong of his weapon pressed against the human's throat with the point of one of the shorter prongs threatening to break the skin. The mutating vigilante responded with a rumbling growl and tightening of his jaw around the scaly forearm, drawing more blood. The turtle suppressed a shudder when he felt a scalding tongue run over the trapped flesh. They stayed like that for what seemed like an eternity. Casey's ice blue eyes stared into his own brown-orange ones. The human's pupils were narrowed into faint pinpricks causing the color of the iris to appear lighter.

Suddenly, the vigilante's pupils dilated and his brow knotted in confusion. Slowly, the large man let go and got off the teen. The mammal held his head as if in pain and was breathing heavily, almost hyperventilating. Casey looked around sharply, sniffing the air before diving into a pool.

"Raph, did you find him?" Leo called as he entered the room. Spotting his younger sibling injured the blue bandanna-ed turtle rushed to his side. "What happened?"

"It appears that we failed to consider the mental side effects of the transformation on our human friend's mutation." The mutant crocodilian noted as he examined the blood from the shredded and smelly socks. "Mr. Jones may become dangerous far sooner than predicted."

"Which means that we have to get him back here ASAP." Leonardo added. The blue wearing turtle watched as the redhead finished bandaging his younger brother's shin. His other brother used forceps to pull human teeth out of the wound on the stout turtle's forearm. "Mikey and I will go look. Raph, you can join us as soon as your wounds close. April we need you to go back to the apartment and talk to Casey's cousin. Professor, we're going to need you and Serling to stay in the lair and alert us if he comes back on his own."

"Affirmative." Answered the transhuman in the other room helping the robotic butler collect their friend's father's data bits.

"Leatherhead, do you still have that containment pod?"

"Yes, I do. I'll bring it over and set it up." The American alligator nodded before removing his lab coat. As he left, Leatherhead placed a massive webbed hand on April's shoulder and gave a reassuring squeeze.

"Be careful guys." She wished them well before leaving as well.

Merrowww….

Claws digging into brick Casey hauled himself out of the water. Shaking off some excess water, he sniffed and felt the minor buzzing of a few rats. His jaw ached as he spat loose teeth and blood. His tongue ran gingerly over the still bleeding gums feeling sharp points poking out of them. Groaning, he leaned against the curved wall of the tunnel.

The thought of attacking his best friend to…to try to eat him made him feel sick to his stomach. The scents of the grimy sewer and the gurgling from his belly weren't helping his nausea. Unable to take it any longer the brunette leaned over vomited thick coppery fluid. He kept going for who knows how long till his guts felt empty. Breathing heavily he rested against the slimy wall again. He felt and heard the rats come closer to inspect the bloody mess.

The hunger came again, gnawing at his mind and dulling his thoughts. The voice wasn't helping his resolve either; it urged him to kill, to feed, and to gorge himself/themselves with that alluring, annoying buzzing. For a moment he slipped again, the hunger took over him. When the mutating vigilante came to again, he was swallowing something bloody and furry and squirming. Its long scaly tail was slurped up and down his throat before he could do anything about it. Futilely he scrubbed his tongue with his shirt to get the metallic taste out his mouth. Tired and temporarily stuffed, Casey curled up to sleep holding his distended belly.

Merrowww…

A/N: The third chapter is here. Please review to let me know how I'm doing with this fic.