Disclaimer: I don't own Danny Phantom or Spider-Man. I do not own the original story this is based on.


One good thing that happened because of the fire was allowing the group to escape with more resistance as they huddled into a nearby building. The turtles checked the perimeter for any lingering arachnids as the others caught their breath.

Black Cat raided the fridge, took out some drinks, and passed them around. She made her way towards Danny offering a can of soda, and was ignored. The girl frowned as she took a seat beside the ghost boy, laying the drink next to him. But the seething ex-boyfriend got up and walked away, giving her a cold glare over the shoulder.

"Give it to Jake." Danny pointed to the window.

Jake had been staring outside for a while now. His drooping face stared blankly as Mikey patted him on the shoulder.

"Dude, being a hero means making mistakes. You just gotta make things right later," Mikey said.

"Easy for you to say, since you didn't nearly burn down half a block with your fire breath," Jake replied. He didn't take his eyes off the window, glancing out. To anyone but him, the buildings were smoking.

"True, but you could do some awesome things with fire-breathing." Mikey leaned in childishly, much to the dragon's annoyance. He put a hand to his mouth and whispered, " you could make so many pizzas, you'd be living like a king."

Pizza was the farthest from his mind out of everything Jake expected to hear. Though he'd now crave a New York slice, he smirk at the ridiculousness of the orange turtle, shaking his head as Mikey gave playful jabs with his elbow.

"Tell you what, we get out of this, let's grab some pizza. From Antonio's," Jake said.

"Hey, now that sounds like my kind of party." Raph interjected, putting an elbow on Jake's shoulder. He held a fist out with a smile.

"Name's Raph." The red turtle pointed to his brother. "The idiot over here is Mikey."

"Hey!" Mikey dryly drew out the word. His smile had dropped in his irked mind, but this was to be expected when Raphael made fun of him. Not that he wouldn't think of something to get back at him later.

"The brainy one's Donnie and the last one is Leo." The two turtles waved hello as they gave a nod in synch.

"I'm Jake, first American dragon," Jake replied.

"First?" Everyone raised an eyebrow.

"Long story, and we don't have time for it." Jake pointed out the window as a few spider monsters leaped past the window. Everyone ducked out of sight till they were sure the coast is clear.

After a few moments, everyone sighed deeply as they sat down on the floor. Danny, needing some fresh air, walked through the wall as he pointed outside.

"I'm gonna check again. After that, we'll have to move. We can't stay here for long," Danny said. He looked around to see nodding faces, only to notice one was missing. Searching around, the ghost boy flew through the door and up the stairs.

Black Cat was seen holding the rooftop entrance door, opening it ajar as she peeked through.

"Please tell you're not thinking of going out there alone." Despite the animosity the ghost boy had for the kitten, he frowned sorrowfully at the idea of the girl being alone in this city right now.

"Isn't that nice?" Black Cat turned with a small smile as she walked up to Danny. "It seems I have a stalker."

"Says the girl who's been stalking me."

"Like I said, I wouldn't called it stalking...more like checking in." Black Cat's words made the ghost boy stutter as the spider monster closed in on them.

Danny stared in disbelief as the catgirl gave a coy look of innocence. He knew the girl still wanted him, but hearing she went to such lengths was a shock. The way Felicia had presented herself, in and out of costume, always gave off this aura of sophistication or a sense of betterment. The girl always seemed high-class, and knowing she would do something like this was scary.

Yet the mixed emotions stirred something in the ghost boy's heart. He knew of the girl's full potential now and couldn't deny how attractive that was. Even before the unmasking, Danny knew there was something about Black Cat he liked, more than he'd admit.

But right now, he wanted none of that. He walked past the girl and through the door as he turned in visible.

It was a sight to behold as New York was looking like a webbed cocoon. Few pockets of resistance were seen, but it was anyone's guess as too what was happening right now. The only creatures not mutated were the stray cats and dogs running around the streets. Every meow and bark sounded like a cry for help or mercy.

Danny shed a tear, feeling sorry for the animals. He went up to wipe it but stopped as he saw Black Cat crawl to the edge.

The girl pulled out binoculars from her jacket and reconned the area before looking at Osborn Tower. Danny leaned over the girl before she turned up. Despite being invisible, it was clear the thief knew of the ghost boy's presence above her.

"I think we should move now." Black Cat put back the binoculars as she went back to the door. "My equipment has infrared vision, and it seems most of the spiders have scattered looking for us."

Danny wanted to snark back with some clever quip but sighed as he phased into the ground. As he returned, tensions were rising as the need for action grew. And in the corner of all this, Deadpool was seen leaning against the wall as he stayed out of it.

"I take things are that bad?" Danny asked, landing near the merc as he reappeared.

"See for yourself. It's like every apocalypse movie where the heroes lose hope till someone makes a speech." Deadpool snarked.

The ghost boy paused briefly before turning to the room's center. There, everyone was gathered as Harry seemed to have started talking about the spider invasion.

"We need to do something." Harry slammed the floor before getting up. He walked to the center of the room. "We can't just stand here like sitting ducks. There has to be a way to stop this!"

The room was dead quiet. Harry seemed like the teacher scoping out everyone not paying attention, just for kicks. The boy sank down as Valerie came beside him with a hand on the shoulder. Right now, the world seemed hopeless as everyone wondered what they were doing here. A feeling of hollow dread encompassed most of them.

"You say we need Spider-Man's blood for a cure, right?" Leo cut through the silence as he stared out the window. "Then that's what we need to do."

"And just where do you think Spider-Man is?" Harry stood, walking up to Leonardo as he looked the turtle in the eye. "We were just at Osborn Tower! He's not there! For all we know, he could have fled when things got too tough!"

"That's not true!" Peter shot back. He was angry with the situation too, but was not going to be called a liar, coward, or anything similar. He knew himself to be the cure, but to out himself in front of the group, some of whom he couldn't trust at the moment, was a chance he would not risk.

Harry gave a curious look before Mikey tapped the boy on the shoulder. The Osborn son glanced at the younger turtle, whose face was stern.

"Dude, whatever you wanna call him, I know Spider-Man. I hang out with him at times. And he would not run from a fight, especially one like this." Mikey poked his finger into Harry's chest, pushing the boy back a bit.

Harry would have retorted, but the Red Huntress grabbed him by the shoulder, pulling him towards her. The girl was glancing at Danny before turning to Harry's scrunched up face.

"Listen kid, I get it when someone seems like a menace. You want to do everything you can to ensure they're taken out, but holding onto so much angry won't always do you any good." Red Huntress gripped her fist, her visored head leaned in, showing her face clearly. "So whatever beef you have with Spider-Man won't do us any good if we don't do something about the city. So we need to find him first."

Harry's face loosened as he calmed down. He stared into the girl's eyes, seeing a familiar stir of emotions he had felt before. His shoulders relaxed and lowered as he found himself freed from Valerie's grip.

"You know, we only got to the entrance of Osborn Tower." Donnie pondered out loud before searching on his phone. "Maybe we got there too late, and Spider-Man is trapped inside—"

"—not to mention our boy, Spy-D—"

"—thanks, Mikey. If anything, we sneak inside, past the guards, we could find them, free them, and synthesize a cure. Then it'd only be a matter of spreading it."

"Ok, but how are we gonna sneak in when the entire city is infected?" Valerie cut in.

"I have an idea," Leo said confidently. He herded everyone together as they formed a plan.


In Osborn tower, Jackal watched as pockets of resistance could still be seen in holes of the webbed city. While he knew they would fall, it questioned the potential of the spider monsters. But such thoughts were shut out as he listened to his guest flail.

"Struggle all you want, but someone like you should understand the strength of a spider's web." Jackal turned to Spy-D, wrapped from head to toe in a cocoon of webbing hung from the ceiling.

"Don't think you won just yet!" Spy-D yelled. His body crackled with an electric charge as he glared behind his mask. "The moment Spider-Man frees me, you're going down!"

Arachnidia walked up to the boy, grappling her way up with her web shooter. She gave a cold stare as her other hand traced the outlines of his mask.

"You know, I've been wondering about who you really are..." she walked two fingers to the boy's neck, tugging at the edge between the suit and mask. "It's seems strange, you and Spider-Man being the first successful spider hybrids, yet you rebel against your family."

Spy-D gave a bigger crackle as he discharged the energy, sending an electro-magnetic pulse. Despite his impressive display of powers, the woman laughed as she slid down the web, touching the ground.

"Try that all you want. The only equipment it'll affect is miles underground. And when we're done with the city...well, I hope you're with us after." Arachnidia laughed as she left the room. The Jackal, who had been seated on a webbed table as he watched the spectacle, joined her side.

Spy-D muttered to himself, thinking of any way out. Physical strength didn't work; even if it did, the energy used to break would be too much. The boy could turn invisible, but he'd still need to get out first. Otherwise, he'd look like a vase made of webs.

Luckily, he was saved as fate seemed to throw him a hand or two.

An explosions rocked the building. Rubble fell from the ceiling and walls as Jackal and Arachnidia kept themselves steady against the quake.

"What was that?!" Arachnidia yelled. Another quake came, and she and her cohort fell against the window, now eyeing Valerie as she flew by with Jake.

"We're being attacked!?" Arachnidia watched at the audacity of the heroes outside. Fire and explosions covered the ground as the unconscious bodies of the spider hordes littered the ground. The woman gasped as her children lay on their backs.

"My babies!"


Alongside Jake, the Red Huntress glided through the air on her keyboard, circulating electrical energy as she rammed the spiders like a mobile bug zapper. Many tried to surprise her, but the girl was prepared with several cubes floating around her head, firing on sight. The advanced circuitry allowed her to fire on thought as she looked around.

The flyer kept their distance from the ground, where most explosions came from. It was there Deadpool could be seen with riot gear and a rocket launcher, firing at the building.

"You gotta love PoliceGear-R-Us!" He yelled, firing again. He took a grenade and removed the pin with his masked mouth. He threw it at oncoming spider monsters, scattering them with explosions.

"Yeah! I'm a politically correct 80's action hero! Prepare to actually face lethal force for a legitimate reason!"

"Yo, I'm really glad this guy is on our side," Jake commented. Tail whipping a lunging spider, he dove to the ground, enticing the horde to follow him as he steered up, skimming along the concrete streets.

"Hey Kumamgas! Try and keep up!" The dragon taunted as he sprinkled a few fireballs at the group. It singed their fur as they hissed and flailed. Some seemed to have ingrained fire safety into their instincts as they stopped, dropped, and rolled. Though a few of them did so from stories up, knocking them out for seconds.

Red Huntress swooped in and fired rockets from a launcher she conjured. The girl smirked wickedly as she aimed again. The projectiles packed enough punch to scatter a large group. She glanced above, using the tech in her visor to zoom in on Jackal and Arachnidia, who stared back with contempt and rage.

The spider woman commanded more of her children to leave and fight. Jackal, who said not a word, walked away from the window and smiled at Spy-D before noting the last trick he had.


Danny and Peter lead the others to the building. The turtles surveyed the path as they leaped ahead, silently alerting the group to any more spiders. Running to the side of Osborn Tower, Danny used his powers to make part of the wall intangible.

"Alright. That should do it. Now go!" Danny said.

At first hesitant, the group went through slowly before making it to the other side. The entrance lobby was webbed with the reception desk and lobby waiting areas partially visible. The group waited as they saw the swarm of spider monsters leave the building in droves. It would be about ten minutes before the coast was clear.

And another two before the group came out of hiding.

"Man, who knew the bad guys would fall for this?" Mikey commented from his spot behind a webbed wall near a table. Leo, Raph, and Donnie stared at their brother, shaking their heads in unison.

"I still can't believe the tech on that Red Huntress," Harry said, looking out the glass doors. "The nanotech in there is something else."

"I know. Did you see how the suit was able to synthesize the molecule structure of the nano bots to form mid air?" Peter was as hyped as his friend.

"You mean before she was able to form a fully functional weapon?"

"Think about the possibilities it could mean for construction."

"I know!" Donnie joined in, unable to hide his enthusiasm for the advanced tech. "If such technology could be applied to—"

"Hey!" Anya quietly snapped at the boys. She gave a harsh stare as she puckered her lips. "While I understand how advance and impressive her nanotechnology is, we need to focus."

"She's right." Peter hung his head before walking over. Everyone followed as they went past the reception desk and to the elevator lobby. The spider's home decor was everywhere, with some of the elevator doors torn off.

Mikey, simple-minded as he is, pressed the button for an elevator, earning a slap from Raphael and more from the others.

"What are you doing!?" Peter slapped his head as he asked.

"Pressing a button to take the elevator. What's it look like I'm doing?" Mikey replied with an irked tone as he pointed up with his nunchaku.

"Uh, you know I can phase us through, right?" Danny turned invisible momentarily for emphasis.

"Yeh, but that's what the bad guys are expecting. Think about it. Who takes the elevator up to them? No one. And that's what the bad guys are expecting, that we take the stairs." Mikey tapped the top of his head, smiling as everyone glanced at each other. "Come on...you know I'm right. And besides, it'd probably be the same as running up the stairs. All 100 flights."


On the ninety-seventh floor, the elevators dinged as they opened up. Mikey walked out, rubbing his head as the others followed. The place looked the same as the ground floor, covered in webs from head to toe with no sign of life. Not that the heroes wanted to see any spider monsters, though they could see the after-effects of the fight outside as they saw Jake loop de loop in the air with one of the spiders on his back.

"Did you have to hit me?" Mikey asked.

"Next time, don't hit your weapons together like you're trying to make a song," Leo looked around for any signs of spiders.

"It was fun."

"It sounded lame," Raph added.

"Guys, is there something you're not hearing as well?" Donnie looked around, almost expecting something. But the eerie quiet unnerved him as April and Black Cat walked past the group.

"Where is everyone? It's like a ghost town up here," April said.

"Except for the one ghost," Black Cat added, tapping her mask. Her vision was replaced with specialized sensors, looking for any sign of life or security measures. But she saw nothing. "Though given that I'm not picking up anything either means the security is blocking my cat eyes or we got lucky."

"You didn't have to make the ghost joke," Danny said with an eye roll.

"But I like this ghost," Black Cat said. She walked up, going past the webs as everyone stared at her and Danny, puzzled about the two.

The ghost boy could feel their stares, glancing back with a strong glow in his eyes as he didn't want to talk about it. It was already bad enough that he had to deal with his ex-girlfriend but to have everyone asking about it silently or vocally was an ordeal he didn't have time for right now.

Seeing the stair entrance in shambles, everyone ran through the webbing by passing through, slicing, or avoiding it. There was no moment to lose as they used holes in the ceilings to navigate up. The silence, while welcomed, was creepy as April turned around everyone now and then, glancing at the shadows.

"Everything alright, April?" Donnie asked.

"I'm fine." April waved her hand as she looked behind the group. "But I can't shake the feeling we're being watched."

Arriving at the 100th floor, Mikey popped his head in as he jumped up, landing with a flip as the teens walked into the empty room.

"So, anyone else expecting something to happen by now?" Mikey asked. Whether the turtle jinxed things or it was a coincidence, a voice came from above.

"We'll, well, well," said a voice as the figure fell from the shadows. He shook the ground upon impact, discombobulating the group for a moment. "If it isn't the kung fu frogs."

Everyone turned around to see another mutant spider greet them. But instead of the monstrous blue man and spider hybrid form, this one was larger in a globby fat sense with six beady eyes. His skin was black with red stripes and four stubby human limbs accompanied by four spider legs coming out of his head. The latter set had crystalline spikes at the end.

"Spider Bytez?" Mikey cried out.

"Spider...bites?" Peter, Harry, and Anya looked confused as they stared at the freaky spider mutant. He obviously wasn't one of the spider monsters outside, but his more comedic look in comparison didn't say he was friendly. Still, it didn't seem to fit the spider.

Spider Bytez gave a wide grin before hacking out a glob of acid. It missed the teens, leaving a hole in the wall behind.

The turtles responded with their weapons out and ready.

"Alright, jerk, mind telling us why your here before we kick your butt?" Raph asked.

The spider mutant jumped on his head as his four spider legs carried him to the side, staring at the turtles.

"Simple, really. Greenie and queenie made me a deal where I can go out and do whatever I want," Spider Bytez said.

"You mean they captured you and are now using you like a guard dog," Donnie commented.

The other stifled their snickers and giggles as the spider mutant hunched down.

"Better than a bunch of frogs and flies!" Spider Bytez snarled, lunging at the teens with his four head legs jutting out like spears.

The ninja turtles dodged the attack and aimed their weapons at him. Spider Bytez responded with the four spider legs striking at them. The crystal tips were caught by the ninja turtles as they held him down.

"We'll hold him off." Leo pointed at the door with his head. "You guys go on and save Spider-Man!"

The other nodded as they made a break for the stairs. Crashing through the door, the group wished their friends luck as they went up the ruined stairs.

"Fine then. I'll chew you up then do the saw to your friends. Once this city is spider town, the weirdos said I could live like a king," Spider Bytes said, rubbing his stomach.

"We'll see about that after we rearrange your face to look better than Mikey's." Taps twirled his sais as he and his brothers fought.


"Please don't tell me we'll be getting into situations like that," Black Cat snarked as she ran beside the group. They came it the stairs, having gone a few floors up, stopping where they believed the floor to have Spider-Man.

"So let me guess, the bad guys are gonna ambush us and force us to fight," Anya snarked loudly at the repetitiveness of the concept. A web string hit her back as she was thrown to the wall in retort as the girl groaned at the pain.

Peter's spider-sense kicked in as he dodged a dropkick from Arachnidia, who followed with a web shot at Harry's face. The woman serrated the group as she somersaulted away from them.

"Funny. I was just thinking about picking you off and encasing you in webs for my children to feast on!" Arachnidia cackled as she stood straight. She leaped into the webbing, disappearing in the darkness.

"Oh! You're sick!" April yelled.

Arachnidia shrugged with a neutral face. Though no one could see her, the woman had no concerns with humans. She had long severed most connections with the species long ago.

"Say what you will, but Jackal's plans are fool proof! I admit, I was skeptical to hear of such an opportunity on the dark web, but it was worth coming over from Canada to see nature take its rightful place over humans!"

"You're human!" Harry quipped, hoping to rattle the woman.

"That may be so, but as far as I'm concerned, there's only one human I'll ever talk to."

"Let me guess." Danny lit his hands. "You meet for lunch in Christmas Day."

"How did you know?"

The ghost boy blinked, not expecting to be proven correct. Neither were the others as they paused for a moment.

"I...didn't. Look! Can we just get this over with!?" Danny cried out.

"Suit yourself." From the shadows, Arachnidia fell from above, stopping her fall with a web shot to the ceiling. Her head was only mere inches away when she stopped, skillfully swinging onto the ground as she disconnected the string.

"Do you think I came all this way to have some different brats ruin my plans!?" She seethed.

The heroes glared at her, but April threw her tessen at the woman, slicing through any web as the woman ducked. The redhead ran up, connecting a kick to the spider queen's side and pushing her away. She grabbed her weapon back and face the woman.

"You guys go ahead." April took a stance as she turned to the spider queen. She stared intensely, ruining forward as she struck Arachnidia in the stomach. "I'll handle the spider wannaqueen."

Danny nodded, beckoning everyone else to follow him as they left the room. Or tried to.

Arachnidia growled as she fired webbing, pulling her above the girl as the others ran to the door. She wasn't going to let anyone stop her.

However, before she could do anything to the others, Anya leaped into her, punching the woman in the face as she jumped off.

Arachnida screamed in pain from the attack, rubbing her red face as she snarled back.

"You know, I really enjoyed that," Anya said, grinning as she landed beside April. The two nodded as they charged at the woman.

"Anya, kick her butt for all of us!" Peter cried out before he left.

"With pleasure," Anya replied.

Everyone grinned as they exited, making their way up through a hole in the ceiling nearby. Danny and Peter helped the others up as they looked in the nearby rooms.

"I don't think the spider guys would be here." Harry looked around. "This level is just for the recreational activities of Osborn Academy."

"This is a school?" Danny looked around. With all the spider decorum, he never noticed technology and hardware that looked like something straight out of Tucker's idea of future schools. "Huh. You know, with all the creepy ness and dead-like atmosphere it's hard to tell," he quipped.

"Yes. And it time for you to learn what happened when you take on the Jackal."

Everyone stood up and groaned as they looked over their shoulders. The villain paused as he gave a confused look.

"What was that about?" Jackal sounded indignant as he spoke.

"Dude. Arachnidia and that other spider mutant did the same thing with sneaking up on us. Could you have just been on the other end waiting? Maybe in a twisting chair with a pet on your lap?" Peter asked.

Jackal stared in utter disbelief. Here he was, the mastermind of the virus that has Manhattan mutated into spider island, and these teens were more concerned with the fact that he greeted them in a similar manner as his cohorts when they turned their backs to him. It was nonsense.

"Let's cut to the part where I beat you black and blue," Jackal retorted.

"Then let's just rinse and repeat. I'll stay there with anyone who wants to beat the green out of the gremlin with me." Danny cracked his knuckles.

"I'm in," Black Cat said without hesitation. The ghost boy sent a look of disapproval, but Harry and Peter agreed as they ran off to finish the search.

"Don't think this means anything," Danny added.

"I won't tell if you won't," Black Cat teased.

The Jackal lunged at the teens, but Black Cat intercepted him mid-air as she leaped forward, vaulting over the mutant by his shoulders before kicking off of his back. He growled but regretted turning towards the girl as Danny blasted him in the back, pushing him into the wall. The spider king sank into a small crater before pushing himself off as the wall collapsed into rubble.

"I see that you're still as feisty as ever, Phantom," Black Cat said, unable to help but be flirtatious.

Danny ignored her and just continued fighting. He started to regret working with her like this, even if part of him enjoyed the compliment.

Black Cat pouted but continued to do so as well. She threw caltrops onto the ground as Jackal charged. The man stomped on the tacks, staining the webbed floors with patches of red as he flipped backwards against Danny's punch.

Removing the spiked objects from his foot, the man watched as the teens stepped closer. With the thief glancing at Danny in particular.

"It's so nice to have moments like this again," Black Cat said.

"Remember what we said back in the apartment," Danny said coldly as he kept staring at Jackal.

Jackal watched their body language and smiled. He brought two fingers to his mouth and blew. The ghost boy and kitten glanced at him as they heard the sound of hissing.


Peter and Harry made it one floor up. They looked around for Spider-Man and Spy-D, though Peter looked tor the latter. The room was empty, with nothing but air and webs decorating the high-tech room.

"They're probably higher up. Betcha they're kept like a trophy or something," Peter commented as he looked around.

"Right. We need to head up one more floor. There's a conference room there that sound work as a holding cell." Harry turned as his friend followed.

But the boys stopped as they saw someone in front of the exit.

Norman Osborn, the formerly supposed spider king, stood before them. Harry stared as his mutated father was mere feet in front of him.

"Dad?" Harry stepped forward, trying to reach his father's mind with their father-son connection. He sheathed the flaming sword as he moved closer.

But the spider monster snarled as he rammed the two. The boys jumped out of the way as Harry reached into his pocket.

"Harry, what are you doing?" Peter asked.

"I'm trying to cure him."

"But that's only half the cure! We need Spider-Man's DNA to finish it!"

"Are you kidding me?" Harry got out one of the vials he had on him for precaution. Each of them was filled with the partial cure, needing only the blood of the spidermen to complete it. "We haven't seen any of the spider guys! By now, they're probably monsters!"

"But we don't even know if the cure right now will have any effect!" Peter's yells were met with no retort as Harry's skepticism took hold of him. The boy was losing faith in the situation and seeing his father attacking him gave the unneeded push over the edge.

Norman-spider grabbed the boy with a ramming charge as the spider appendages wrapped around him and locked Harry in. The boy used the opportunity to stab with the vial, but he lost his grip on the first. Peter ran over and caught the device as the second antidote was brought it. The syringe inside the device extended as it hit Norman's skin, injecting as much of its contents as the spider monster soon fell to the ground.

Harry dug himself out of his father's grip as Peter ran over, putting the vial on his pocket.

"Did it work?" Peter asked.

The cure, while not perfected, worked something as Norman's face appeared on the spider body. Though sporting four red eyes above, his human face showed there was some progress. Just not the full results everyone wanted.

"It...it's not working...why isn't he waking up!?" Harry spoke hysterically as he prodded his father into waking up.

"Harry, relax. We don't know if there any side effects." Peter said, comforting his best friend. "But we do know the cure can work. It just needs the Spider-Man DNA and—"

"And then what?"

Peter and Harry turned to see Jackal behind the two. It seems he escaped from Danny and Black Cat. He dusted himself as he walked over.

"Do you two really think you could come in here, save the other Spider-Man, perfect a cure, and save the city without having to deal with me?" Jackal's voice became calmer yet erratic as he spoke.

"Pretty much. Yeah." Peter stepped in front. "And last I checked, your army is busy and I bet you only managed to get away from Danny Phantom, which means he's phasing through any security you might have left here. So it's only a matter of time before we stop you."

Jackal stopped, smiling with intrigue. "Interesting analysis, but there's more to it than it seems. I do have some spider mutants here, and they are dealing with the interlopers you left behind. You forget though, I still have my army outside." The man stared out the window. "It's amazing. When you two and your father attacked Midtown High, I thought my plans had ended with the explosion. But it seems Norman's attempt to stop me turned out to be the biggest cause. Making my spider virus air born has given me a spider army eight million strong, all genetically engineered to obey Arachnidia and I." Jackal held his arms out like a politician giving a sermon. But the only thing heard was the hissing of spider monsters emerging from the webs. They crawled on the ceiling, looking down at Peter and Harry.

Jackal walked up to the boys, staring wickedly at them.

"And once you're out of the way, I'll—oof!"

The man didn't get to finish as a fist came from behind the boys. They saw Norman Osborn stand up, human face only as his mutated body still existed. The man glared at Jackal, who gave a curious look.

"Norman. I see you've gotten out of my control," Jackal taunted with a wheeze.

"The only man Norman Osborn listens to, is himself!" Norman cried as he tackled his former leader. The spider monsters hissed as they dropped.

"Harry!" Peter cried out, and jumped up to punch one of the spiders before bouncing off. He used his web shooter to draw him towards another, delivering a few attacks before switching to another.

Harry and his sword assaulted two of the spiders he didn't get to. The boy tactically fought with combos of flaming slashes and kicks.

As the boy defeated the small group, Norman put all his rage and anguish into each attack as he did every thing to thrash the Jackal.

He put up a good fight, but the chemical reactions of the spider virus and cure were still integrating, causing healing and harmful effects. The man-spider went from punching out jackal to wincing in pain through a vicious cycle. Eventually, the pain returned, and Jackal took full advantage of it, relentlessly striking down the man.

"You we're fool to think you could stop me!" Jackal threw a punch to the face. He grabbed Norman by the appendages and spun him around before throwing him to the wall.

Norman crashed into the side, coming out the other end as he groaned in the rubble.

"To think you tried to go against me," Jackal said as the Osborn spider lost consciousness.

"Dad!" Harry cried out, running up as Peter followed.

"All this, just to save one life." Jackal walked up to the Norman-spider monster. "Pathetic."

"Says the freak who started this mess!"

Harry swung his sword in rage, but it missed as Jackal turned to the side and tripped him. The fiery blade dropped to the ground, extinguishing the flames in deactivation. Jackal walked up in front of the boy as Peter helped him up.

"You think I'm the only problem?" Jackal looked on with contempt. "Do you even look at this city? The world? There's more going on than the petty heroes and villains. Wars are teetering on the precipice, threatening the start of the next world war." The green mutant walked up to the boys. "And who do you think are some of the people that keep it going? The heroes? The villains!? No! The greatest schemers are the ones with the money and power. Lex Luthor had funded wars, secretly and covertly exporting weapons before being exposed by Superman. HenchCo Industries has been running a business supplying stronger men, with dictators invested in their militaries! The former king of Kasnia had toppled the world's powers with a railgun satellite! And your father...well...let's just say he's stolen more than enough to build his company."

Harry growled at the Jackal, threatening to punch the man if not for Peter holding him back. He had pride in the Osborn name. Living as Norman's son made him proud, and this monster was dragging it beyond the mud. He mentally vowed to reclaim his company and fix everything after stopping this virus.

Peter ran in front of the boy as he held his fists up.

"Harry! We need to retreat!" Peter cried out.

But Harry would not leave his father behind. The boy came all this way for a cure and might have made things worse with his actions as he went to his father's unconscious body.

Peter watched as Jackal walked up with a smug smirk. The green leader took his time with each stride of his feet, watching the scene unfold like it was daytime television. His steps were relative to minutes as Parker went in between him and the Osborns.

"And just what do you think, you can do?" Jackal taunted.

Peter didn't answer, contemplating how he could get Harry and Norman out without revealing that he had been Spider-Man the entire time. This secret had been kept due to the safety of others. Right now, if Jackal or Arachnida found out about his dual identity, everyone he knew would be in danger. And that was the tip of the iceberg.

Luckily, the boy didn't have to do anything as Danny Phantom phased up from the floor, smiling at Jackal.

"Forgot about me?" Danny asked. Before Jackal responded, the ghost boy tackled him down below for round two.

Peter stared at the floor, thankful for his friend's surprise appearance. But when he saw Harry, he dropped all gratitude as he saw his friend looking over his father. Despite all the best efforts, it seems the partial cure was not enough, as predicted.

Even though Harry's attempt was more a spur of the moment, the boy cried at the possibility of losing his father. Peter stared at the scene, knowing the pain his friend was feeling.

"Peter? What do I do?" Harry didn't turn to his friend.

Peter stared at the Norman Osborn, or what he was. For all the boy's strength, he couldn't stand the idea of his best friend losing the only parent he had left. It was time to make a sacrifice.

"We cure him." Peter walked over to Norman with the other vial as he pulled out his mask.


The Jackal screamed as the ghost boy brought him down where they fought previously. Thrown to the floor like a rabid animal, the mutated man glared at Danny, who pointed behind him. Feeling a tap on his shoulders, he knew Black Cat was behind him. The girl swung her claws, marking his back as he felt the tear in his skin.

"What's the matter? Didn't you know cats don't like dogs?" Black Cat quipped as she pulled out her grappling hook and used it to bring herself over the mutant and beside Danny.

"Prepare to be leashed, Jackal!" Danny glowed icy blue eyes as he fired an frostbeam, encasing the man in a cold prison.

Jackal shivered and struggled, trying to break free. But his fight with Norman spider drained took more out of him than expected. It was time for a last resort.

"Arachinidia! Activate Spider Bytez!" Jackal screamed.

Arachnidia heard the man from down below as she webbed her opponents away. April and Anya dodged, but the attack bought the spider queen time as she pressed a button on her wrist.


Spider Bytez had been a good watchdog for the duo, but they had another reason for leaving him in the building. Unknown to the independent spider mutant, he had several devices implanted into him, with one, in particular, activating in his voice box.

Spider Bytez paused as he jumped away from the turtles. His eyes glowed as his body rumbled.

"What's going on?" Spider Bytez groaned as he knelt in pain. His answer came as his voice gargled into a scream that echoed throughout the city. The glass shattered as the turtles covered their ears and ran for cover. By the end of the wail, the mutant spider was exhausted and collapsed.

"Huh?..."Donnie let out, confused.

"What the heck was that?" Leo asked. He jumped over a knocked-over desk, walking up to the unconscious Spider Bytez. A few pokes from the blades of his katana, and nothing happened.

"That's weird. You'd think he'd jump and say how we 'frogs' are trying to kill him," Raph commented as he stood beside his brothers.

Mikey had joined them, bringing out a nunchaku and swinging it onto the spider mutant's face.

Nothing happened but a groan.

"Hey, D! You got any clue what's going on?" When Mikey didn't get a response, he turned to see Donnie staring out the window.

He had a horrified look on his face as he pointed outside.

"Guys, I think we've got company," He said as he pointed ahead before running to the elevator. His brothers walked up to the broken window, adopting the same look as they mimicked Donatello.

Spider Bytez's scream seemed to have alerted the horde like a calling call, with the entire city coming this way. Leo repeatedly yelled as loud as he could, hoping everyone could hear his crying out, "The spiders are coming!". While the spider silk webbing canceled out echoes, the message got through as April and Anya heard him loud and clear.

They left Arachuinida tied up in her own webs before they left. The active spider queen cackled all the way as she taunted them.

"You thought you had won, but it seems you underestimated us! Good luck getting rid of the spider era!" Arachnidia laughed loudly as the girl made their way to the turtles.

Leonardo had sliced open the doors, pointing everyone to the top of the elevator, where they all waited for Danny and Black Cat to appear.

"Where's Peter and Harry!?" Danny asked.

"Didn't they leave with you?" Leo asked.

"We had to separate after a meeting with the dog gremlin," Danny pointed at the ceiling. "I thought they'd be here by now with Spider-Man and Spy-D."

"Are you kidding me!? We got the entire city on us and their holding us up!?" Donnie screamed hysterically. He huddled his head into his shell for comfort, trying to calm down for a plan.

"Let's head down now. Peter and Harry won't be far behind. I know it," Anya said, staring at the ceiling. She paused as Leonardo nodded.

Without hesitation, Leo cut the cords as everyone held on to Danny. The group dropped at high speeds as the elevator's weight increased the velocity down the shaft. The teens wished this was like the movies where the heroes knew when to jump off, but they had to rely on instinct. If they got off too early, the swarm would be on them and too late meant certain death for most.

"Now!" Raphael cried.

Danny held on to everyone as he lifted them up. Less than a second later, the elevator crashed into the ground at the basement levels. The group saw they were near the first level. Leo sliced those doors open as the ghost boy focused on keeping everyone together.

At the lobby entrance, they saw the spider monster zerg rushing the entrance. They saw Deadpool, Jake, and Valerie doing their best to keep them at bay, but it was eight million to three. It was time to escape.

"Where's Peter and Harry!?" Anya cried out.

The shaft next to her was pried open. The turtles held their weapons out, but April ran over and help separate the doors.

The gang saw Harry carrying his father through the door, held up by webbing. The man was human again, yet unconscious. His son dragged him across the floor. Anya ran over to help. However, she looked around where they had come from, noticing something amiss as she stared at Harry's conflicted face.

"Great, you got him! We got Spider-Man! Let's het out of here and—wait! Where's Peter?" Danny asked, noticing the group was missing some members.

"He's...busy," Harry deflected. He glanced at the roof, hoping his acquaintance had found his partner in time.

"Doing what? Studying for final exams!?" Anya yelled with snark as she leaned out of the way of a spider monster as it came from behind. She turned to see another pack running after them.

Spider-Man and Spy-D came into the scene, bowling the swarm aside as they flipped off the swing. They nailed the landing, bowing like showmen as they saw the crowd.

"Spy-D, my man!" Michelangelo flipped his way over to the black and red spiderman.

"Hey! Mikey!" Spy-D jumped up as the two flipped, high-fiving in the air before landing with finger guns. The other turtles shook their head with mirth as they looked to the empty hallway, hearing roars coming.

"And don't worry about your friend. He's safe." Spider-Man said.

"Yeah, saw him thrown out the building and saved him. He told us that you guys were here too before we dropped him off somewhere," Spy-D added. He saw more spider monsters come and jumped headstrong, kicking and punching the arachnids away.

"And where have you been?" Anya asked.

Spy-D backed away under the girl's intense eyes. April stared back and forth at the two, taking the time to watch their body language.

"Do you two know each other?" April asked.

"What?" Spy-D and Anya said in sync

"No! No! I've just saved her before. As has Spidey," Spy-D explained. "We tend to save the kids at Horizon High a lot. Lots of science experiments gone wrong."

"Then, why is she angry at you?" April asked.

"Probably because she waiting for us to help. You see, Spy-D here was captured first by Jackal. I've been here rescuing him." Spider-Man stepped in front. He webbed a nearby table and swung into the window. The sound of spider monsters came louder and louder. "We need to go. There's too many and we're gonna need a plan."

Walls crashed as everyone ran as fast as they could. Danny flew ahead to see a pack of spiders close in. Blasting away, he encased most of them in ice as some jumped over the attack. Spider-Man and Spy-D took to the air as they used the mutants like springboards, pushing the monsters into the walls with timed web blasts.

The swarm closed in with drool venom. Hissing echoed in the room as more came. It was hard to keep track, but no one lost hope.

"Alright." Danny flashed open palms of ectoenergy. "Time for the gloves to come off!"

"Right behind you!" Spider-Man came beside him.

The turtles did the same as they got their weapons out. Spy-D cracked his knuckles. Black Cat had her claws out. However, Anya, one of the few not in a costume, was hesitant. She turned to Spider-Man.

"Hey...listen...if by some chance I don't make it—"

"—nothing will happen to you. I promise." Spider-Man turned to her. His mask could not conceal the confidence he projected. "No one will be left behind. Whatever you have to say, there will be time after."

Anya nodded, now standing firm. April placed a hand on her shoulder and smiled. Harry stared at the web-slinger, glaring as he held up his father. With one hand, he ignited his flaming sword.

"Alright then." Danny concentrated his energy. "Let's kick some butt!"

Everyone charged ahead, prepared for the worst, but before they even reached the swarm, one of the spiders was thrown through the wall, knocking over many as a figure walked through.

Everyone froze as a tall rat in a robe walked in with sword in hand.

"Master Splinter/father!" The turtles and April smiled, almost forgetting their pest problem.

The others choked on their words as Splinter came in between the groups.

"When you hadn't returned, I feared the worst and came up to see the chaos happening. I believe we will have plenty of time for talking after our escape." Splinter reached into his robe. "Now, let us go!"

Pulling out a smoke bomb, the master ninja blinded the room as he and his family made quick work of any remaining arachnids. By the time the room cleared, Donnie and April were high-fiving as Raph cracked his neck while Mikey did a little victory dance. Leo bowed to his master/father and sheathed his weapons.

Hissing echoes cut the celebration short as everyone ran out to the streets. Danny flew into the air towards Deadpool and the others, freezing a few spiders as he got their attention.

"We got 'em! Let's go!" The ghost boy eyed as he gestured for them to follow.

"Right! You heard the ghost boy! Time to get ammo for round two!" Dealpool looked at his weapons, throwing a grenade as he ran with the others. "And man, do I need some more rockets...and guns...you know what, I'll raid a gun store if it's not looted yet."

Jake and Valerie glanced at the red suit man, planning to stop him after seeing the streets painted with a coat of bullets, rockets, and explosions.

Heading to the nearest alley, there was only a small window to enter the sewers and throw off any tails. Danny stayed behind as he blasted off any stranglers.

"You guys go! They can't hurt me as much as you!" Danny yelled.

Spider-Man nodded as he led the others as Danny blocked Off the other with an icy wall. The ghost boy turned with glowing fists as he faced down the horde.

The screeching spiders closed in as they were shot down by ice and ectoplasm. While the ghost boy fended them off, he had the unexpected happen as two spiders jumped him only to be kicked away by Black Cat, swinging in on her grappling hook. The girl landed on her feet in front of the ghost boy, glancing behind with a smirk.

"I thought you left with the others!" Danny cities rapidly.

"And leave you by yourself? You have me mistaken for someone else," Black Cat said, bringing out her grappling hook. She pressed a button, and the device extended into a reinforced whip. "Besides, we haven't had any time like this for weeks."

With overwhelming odds, Danny scowled at the girl. But anything he said was drowned out by the spiders, who did not allow the two to chat and fight. Seeing no choice but to retreat, the ghost boy began firing ice beams from his hands and eyes, engulfing the army in icy locks as he backed away.

Black Cat purred at the display of power, almost forgetting about the spiders who tried to jump her. And that was enough for one of them as his fangs snapped into her arm. The girl yelped, retaliating with a strong punch to the monster's face before wrapping the whip around and throwing him to the swarm.

While her suit and jacket were scratched, the jaw strength was enough to puncture her skin underneath. The girl could feel her blood running down her arm under the suit.

Danny stopped and turned to the girl, his ice beams dropped as he hesitated before flying over. "Time to get out of here," he said, pointing to a manhole. "Get to the sewers."

Though wounded, Black Cat ran to the sewers to find more spiders blocking her path. She flashed her eyes, leading to electrical problems sparking in a nearby car. The vehicle exploded, launching two towers next to it at the group, swatting them away.

The thief smiled to herself in confidence as another horde appeared. With a nonchalant look, she giggled in confidence, but stopped as Danny came behind with a cough. The ghost boy scooped her up, but he felt the sting of Black Cat's anti-ghost wiring in her suit.

"Can you turn off the ghost proof suit?" Danny snarked.

"Only if you say please." Black Cat gave a coy look as she took out her phone. Unlocking the device, she pressed a few buttons, deactivating the wiring.

Danny felt the sting go away as he made themselves invisible before phasing into the ground. The underground tunnels reeked with putrid unearthly stenches, making the two almost vomit in disgust.

Danny flew them over to avoid touching the ground as Black Cat used her phone to track the others.

"Next time I say 'get to the sewers,' go straight to the sewers," Danny said sternly.

"Would you have done the same if it meant leaving me alone?" Black Cat purred. She ran a finger under the boy's chin before he whipped his head away.

"Exactly."

That was the last thing Black Cat said before they met up with the others.


I gotta say, I almost forgot about Spider Bytez. If I hadn't rewatched TMNT a while ago, he'd never make an appearance. But he's too good to pass up, though I wish I could've remembered him earlier for the arc. Ah well. Anyway, I'm gonna focus on getting this arc wrapped up, so expect an update soon.

Due to this being my most popular fic, I have a request, so to speak. While I tend to write well, it is becoming more apparent I need an editor, or at least a beta reader. If anyone is interested, please PM me. I'd like to take the chance to improve on my writing and the quality of the chapters and the stories I make for all my readers, not just these side stories. I ask because when I double-check the stories, I put them through Grammarly and I'm wondering if another writer might be better.

Anyway, it's not completely necessary. Just asking. Have a good day and remember that this story has a trope page, in collective of all the Many Dates stories. So give it some love.

Special Thanks! to Flower Princess11 for all her help!

Special Thanks! to Jay The Average Fanboy for all his help!

Reviews:

RonaldM40196867: For the most part, Danny's life had consistency with his parents shoving crazy ghost stuff into his personal life with their ghost obsession. Deadpool is crazy, but he really doesn't shove himself in Danny's life, which comes of as welcoming considering ghosts insert themselves whenever they please. Danny and Jake agent met till the museum and this is the second time they met. History won't matter as much as who the person is presently. Plus, there's more to Felicia than being Black Cat. They will learn stuff eventually.

Jebest4781: Thanks!

LockAndKey989: No Sentinels, but spider island will have an impact on their production.

Luiz4200: They will be aware yes, but that doesn't mean they'll take immediate action.

Invader Johnny: Yeah...

danifan3000: It takes me a while, mainly due to stuff, but I try to at least give a quality chapter. As for Arachnidia, I didn't want to just have Jackal be the main villain, but I didn't want to use a comic villain that I would know well enough. Plus, I wanted to surprise everyone.

NightOwl18: Something will happen with the two yes.

Jay The Average Fanboy: 1) Most likely his own. 2) They've been mutated, worrying Slimer to no end as he keeps watch over them. 3) Yes, but no more.

ZoomedIn: Thanks for the review!

Guest: Hope this is good.

Leonardo(Guest): I try to keep things to the original sources, the cartoons, as closet as possible within the crossover elements. It's not perfect, but easier to keep track of things.

KhyDragon(Guest): Thanks!

FrostHunter(Guest): Yup.