Along Came Some Turtles

by The Legendary Dragon Reaper

Post Spectacular Spider Man season 2. Peter's life is more or less falling apart at the seems, but meeting some new friends, who just so happen to be mutant turtles armed with ninja weapons, might just be what he needs to turn things around. And a good thing too, given the new threats that are lurking in the shadows. Crossover/ continuation of Spectacular Spider man with TMNT 2012.

1. The Turtles and the Spider

(The Turtles and the Spider)

The night was calm over the skies of New York City. Well, as calm as they could be anyway.

'I always thought there was something better.' a lone figure clad in red and blue leapt from one rooftop to another, before a white stream sprouted from one of his wrists, allowing him to swing from one building to the next in a continuous process 'I even dared them to try. How I spent the last year of my life, by Peter Benjamin Parker. I summed it up with one hyphenated word that's long since let its hype die out: Spider-Man. That's right, I am the Spectacular Spider Man. That is to say, it isn't feeling so spectacular these days.' he stopped swinging and landed on the roof of a medium-sized building, and he let out a sigh 'Two weeks ago everything took a pretty big turn for the worst. I broke up with my girlfriend Liz Allen to be with Gwen Stacy, one of my best friends for as long as I can remember, not to mention the girl that I really REALLY, but took way too long to realize it. Then there's the fact that I finally managed to unmask the Green Goblin, who turned out to be Norman Osborn, the father of my other best friend Harry. The guy was as much of a creep inside the Green Goblin getup as he was outside of it. We had a huge battle that spread across a big part of the city… and it ended with him crashing into a tower full of his own pumpkin bombs, and he was… he was gone. Now because of that, my best friend wants revenge on Spider Man, and Gwen is staying with him to make sure he doesn't get addicted to Globulin Green again. Then again it's not like I really have the right to complain about that last part. The bad guy is gone for good and the city is safe, but that's the only good thing that came out of it. The good guy won, but now his best friend hates him but doesn't know it's him, and he doesn't even get the girl. Isn't that just typical Parker luck for yours truly. Anyway now I just finished my junior year of high school, it's about two weeks into my summer vacation… and two weeks since the last time Gwen and I had actually seen or spoken to each other. Apparently Dr Warren cancelled the internships that the two of us had at ESU, another crappy change that came with the Connors moving to Florida. Instead he set it up so there was an opening for a paying job as his other lab assistance… but he only made it so that one of us could get it. I backed out, I thought that Gwen deserved the job more than I did. Aside from that, there hasn't been a peep out of any bad guys or criminals since the Green Goblin's been gone. I guess taking out the new Big Man made a lot of them wise up, which brings me to something else that's been on my mind.' he reached into one of his pockets and pulled out a small vial full of tan-colored liquid 'The Gene Cleanser, the thing that we used to cure Dr Connors when he turned into the Lizard… and something that could get rid of my Spider powers once and for all. Just a quick gulp and that would be it. This isn't the first time I've thought about getting rid of it. The last time I didn't because Spider Man was needed. Now… Now I'm not so sure that he is needed anymore. I wasn't particularly wanted to begin with, and now even less. Apparently not too many people are smart enough to believe that Norman Osborn was really a sociopath dressing up like an elf and flying around on a glider trying to rule New York's criminal underworld, so they think that Spider Man just went and killed a respected businessman, even if he was cold and creepy as they came, and even moreso when the whole Goblin thing came out. Like I said, Spider-Man was needed then. Now, I'm not so sure.' he stared at the Gene Cleanser for a moment, considering the decision, until…

"Hey what are you doing? Let go of me!"

'And just like that, he's needed again.' Spider-Man breathed a sigh of relief, but it was quickly cut short when he looked down and saw a teenage girl and her father being grabbed by a group of identical men in suits, and with a quick flash of webs from his wrist he swung down towards the scene, unaware of four green blurs making their way towards the scene.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Around the same time, on another rooftop not too far away…

"So this is what it's like on the surface huh? Not too shabby…" at the same time, a group made up of four humanoid turtle creatures wearing bandanas over their eyes (blue, red, purple and orange) stood on a rooftop overlooking the night sky above New York, until the blue one (Leonardo) made a certain call "Alright you guys it's getting late, so we should probably head back home before sensei gets too worried." he was met with a series of groans from the others "I know I know, but tomorrow is another night. Now let's get going and-"

"Hey wait you guys, look at that!" the purple one (Donatello) directed their attention down toward the street, where a fairly attractive red-headed teenage girl and a middle-aged man were walking in their direction, leaving Donnie's heart pounding "My god… she's the most beautiful girl I've ever seen."

"Yeah, I'm pretty sure she's the only girl you've ever seen." the red one (Raphael) noted dryly, which promptly ruined the moment.

"...Yeah well, so what if she is? The point still stands. I don't know, maybe if I go down there and say hi, and if she doesn't scream then-" Donnie was promptly cut off by what happened next.

What happened next was the girl (April) and her father (Kirby) being stopped by a van parking in front of them, and several identical men in suits bursting out of the back of the van and closing in on them "What is this? Who are you guys? What do you want?"

"Oh man, we gotta do something!" Donnie gripped the bo staff on his back and moved to charge into the fray, only to be stopped by Leo grabbing him by the shoulder "Leo what the heck are you doing?"

"Stopping you from making a huge mistake." Leo told him firmly "The instructions Splinter gave us were very clear, he said that we're supposed to stay away from people. And the bathrooms up here."

"And here I thought you wanted to be some great hero." Raphael shot him a smirk "Since when do heroes bother to ask daddy for permission?"

"They don't, they do what needs to be done whether people approve of it or not, but-"

"Well I'm going either way!" and so Donatello leapt off the edge of the rooftop, with Raphale and the orange one (Michelangelo) following after him.

"...This can't possibly end well." Leo let out a groan and took off after them.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

And now for the inevitable fateful encounter…

"Get off me you creeps! Someone help me!" April kept struggling within the grasp of the men as the unconscious form of her father was tossed into the van, and she was about to be thrown in with him, when…

"Hey!" this was Raphael leapt onto the scene and kicked one of them in the face, sending him skidding back but not visibly hurting him in any way, just as the other Turtles picked their own opponents in the fight "So you're still standing huh? Give me a minute, I'm gonna be sure to fix that soon enough." he gripped his sais and prepared to charge at the man, only to be stopped in his tracks by Leo being sent crashing into him "Hey watch it shellhole!"

"Why don't you watch it!" Leo leapt over the back of the man and went back to fighting his own opponent, dodging a punch that was powerful enough to break through the pavement of the road beneath him, only to be met with Donnie bumping into the back of him "Hey come on Donnie, I just went through this with Raph!"

"Give me a break, I've got my own thing to deal with!" Donnie promptly blocked a series of punches his opponent using his bo staff, which he then used to land a quick jab to the chest that sent his opponent staggering back a few feet.

"Booyakasha!" Mikey prepared to attack his own opponent with his nunchucks, only to end up realizing that one of them was caught in Raphael's sais "Hey watch it bro, I'm trying to do my thing over here!"

"How about you trying getting the shell out of my way!" Raphael ducked underneath an attack from his opponent and then charged in for a counterattack.

Leonardo on the other hand was focusing on his opponent and moved in for an attack, only to find one sword colliding with Donnie's staff, and then a certain white substance latching onto his other sword "What the-"

"Sorry to crash this little party but… actually no I'm not." it was at this moment that Spider-Man dropped down onto the scene, his webbing latching onto Leo's katana, and he took a quick look around the situation "Alright, let's see here… Giant man-sized turtles armed with ninja weapons, or creepy guys in suits trying to kidnap a teenage girl and a middle-aged man and stuff them in a van in the middle of the night. New plan, I think this is worth making into a three-way, and I'm praying to the love of god that George Takei doesn't hear that. Oh well, time to do my thing." and so he promptly kicked one one of the men in the face and moved to aim his web shooter at him, only to end up being forced to evade a blow from one of the men 'Right, group battles, dealing with them kind of sucks.' so he aimed a stream of webs at another one of the men, only for the webs to end up hitting Raphael square in the shell 'Oops.'

"What the shell is this stuff you little-" Raphael was cut off by one of the men slugging him square in the face, but he quickly recovered and used his sais to catch his opponent in an armlock, which he then used in an attempt to throw his opponent to the ground, only for this to fail and for him to get punched in the face, sending him hurtling backwards.

'Incoming giant turtle, and that's the cue to duck.' as a familiar sensation surged through his mind, Spider-Man was quick to dodge the incoming Raphael as he kicked one of the men in the face, leaving him to crash to the ground 'It's times like this you've gotta love the Spider Sense. Speaking of which…' he ducked underneath an assault from two of the men, webbing one in the face and sending him crashing to the ground, then kicking the other one in the chest 'Tempting as it is to let out a little bit of rage on these guys, there's the whole kidnapping thing to consider. I've gotta get the girl and her dad.'

"Hey put me down, I said let go of me you creep!" April on the other hand was being carried away by one of the men slung over his shoulder, despite her attempts to free herself.

'Crap they've got her. No problem, one clean shot of webs oughta-'

"Hold on, I gotcha!" Donnie quickly flung his bo staff at the man, knocking him to the ground and allowing to catch April in his arms, only to be met with terrified screaming that caused him to recoil and drop her "No wait it's okay, I swear I'm not gonna- We're the good guys-" he was met with more screaming.

'Yep, been there dude, just about every day since I started this whole thing.' Spider-Man breathed a quick sigh, but then he steeled himself as he glanced back at April "You might wanna weigh your options right about now." he pointed to where a group of the men were closing in on them "Think of it this way, green and turles or not that one is trying to help ya." and so he leapt forward and was quick to land a spin kick to one of them.

"It's alright, I'm not gonna hurt you. I promise." Donnie gave a gentle smile as he held out a hand towards April, which prompted her to reach for it, albeit very hesitantly, only for this to be cut short when he felt one of Mikey's nunchucks smack him upside the head "Seriously Mikey, you're doing that now?!"

"Hey sorry D, but I've got my own thing going and- look out!" Mikey wasn't able to react, and neither was Donnie, before one of the men dealt them a swift kick to the chest that sent both of them crashing into a nearby dumpster.

"Oh shell. And ow."

'Spidey Sense, what are they-' despite his Spider Sense going off, Spider Man didn't have time to react before the men's van ramed into him, sending him flying through a wall behind him, which granted the men enough time to grab April, tie her up and stuff her into the van before they all climbed in and took off.

"They're getting away, they got the girl!" Donnie was quick to rebound and chase after the van on foot.

"Way to go shellhole, you just jabbed me in the shell with your sword!" Raph shot a glare at Leo as he took off running.

"Well how was I supposed to know you were gonna land right where I was stabbing, how about you give a turtle a heads up!" Leo returned the glare as he took off after Raph, the three of them chasing after the van on foot, leaving Mikey as the only one left in the area.

'Well that could've gone better…' Spider-Man let out a groan as he picked himself up out of the wall and prepared to take off after the van as well, only to stop when he noticed something else in front of him 'Oh right, one guy in suit left and one giant turtle with nunchucks. Then again, given all the stuff I've seen over the past year it shouldn't be that big of a surprise.'

"What's up suit guy, you think you're so tough?" as it turns out, Mikey was left behind in the middle of confronting the last one man in the suit remaining "You really think you're tough enough to stand up to me and my hot nunchuck fury?!" and to back up this claim he started swinging both of his nunchucks around like a madman, failing to intimidate the man and it ended with one of his nunchucks getting caught "Huh. I see. Well then…" he promptly took off running and screaming, with the man chasing after him at a surprisingly high level of speed, until…

"Hey buddy, I think you're looking for this!" this was when Spider-Man suddenly swooped in and threw a garbage metal bar at the man, hitting him in the face and sending him crashing to the ground, pink-colored electricity surging from his body "Uh… okay, I definitely didn't see that one coming."

"What the shell?" Mikey slowly approached the man, only for both him and Spider-Man to recoil when they saw half of its face had come off, revealing metal underneath "Holy chalupa, I think we just killed him! Okay I got the gist, we were in Puerto Rico driving go karts and-"

"Take it easy and keep your shell on, he's not dead. He's not even a he. This thing it's a robot, complete with a layer of synthetic skin."

"...Huh?"

"Fake skin to make it look like a normal person."

"Oh. Well thanks for the save."

"No worries, just doing the whole friendly neighborhood thing." the two of them looked back down at the newly revealed robot "But that just got a lot more complicated."

"No kidding, that's just all kinds of wrong." Mikey was soon proven correct by the chest opening up and revealing a pink blob that suddenly started screeching, and then pounced at them, which was enough to leave Mikey screaming in terror.

"I got it!" Spider-Man was quick to act and yanked it off of its new place attached to Mikey's head, and a quick shot of webbing left it pinned to the ground, screaming and thrashing to try and get free, but to no avail "You okay?"

"Yeah but, holy shell that was all kinds of wrong!" Mikey shuddered at the sight of the pink blob, then turned back to Spider-Man "So do we have to fight now? Because I gotta tell my brothers about what the shell that was!"

"Well on one hand, giant man-sized animal people showing up usually end with them trying to eat me or disembowl me. Or both. On the other hand, you and your buddies are the ones that didn't try to kidnap an admittedly cute redhead and what I'm assuming is her dad, so I'm gonna go with the assumption of you guys being the lesser of two evils and deal with that later. I'm focusing on the whole kidnapping thing right now, so if we meet again then we'll talk." and so Spider-Man swung onto a nearby rooftop to give chase to the van. Or tried to anyway. He made it up to the rooftop and tried to unleash some webs, only to be met with nothing 'Perfect, you go in and try to do the right thing, only to meet and fight with some giant turtles with ninja gear, a robot that looks like a dude with a pink blob in its chest, and then you go back to the whole kidnapping thing, only to realize that you used up all of your web fluid, and in your depression over not getting the girl, you forget to bring any extra cartridges. Typical Parker luck, I guess on foot it is.' and so he started leaping across the rooftops on foot in search of the van.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with the turtles…

"Great, you try to do the right thing and end up getting jabbed in the shell with swords and get a smack to the face with a freaking manhole cover. Typical turtle luck." Raphael was having some similar musings as he and the others made their way back to the scene "Now the girl and her dad are gone, and we gotta go back and pick up Mikey before-"

"You guys, you guys!" this was when Mikey came rushing up to them, considerably freaked out by his encounter "You're never gonna believe what I just saw! One of those dudes stuck around and he… he had a brain!"

"Mikey, all of us have brains." Leo told him slowly "Well, maybe not all of us anyway."

"In our chests?"

"No Mikey, we don't keep our brains in our chests."

"You're not listening to me dude!" he was promptly slapped across the face "Oh you did not just smack me!"

"I did it to calm you down."

"Why the shell would calm me down?!"

"Probably because you're delusional." Donnie commented dryly.

"Just come over here already! I'm telling you that the big guy was a robot and he had a freaky weird alien brain thing in his chest!" Mikey started leading them back towards where the fight had taken place "Ask the spider guy, he saw it too!"

"You mean that guy that was going around in spandex fighting them?"

"Hey he wasn't on their side and he saved me from one of them, he earned some points in my book! You gotta believe me!"

"I'm pretty sure that we don't." Raph told him dryly.

"Fine go ahead and don't believe me, but you're gonna change your tune in a few seconds when you see that this guy is-" Mikey cut himself short when he looked over, only to realize that the man and the blob wasn't where they had been left "Gone?"

"...Forget it guys, we should go home now." Leo promptly turned on his heel, with both Donnie and Raphael following him, a dejected Mikey taking up the end soon after.

"Sensei isn't gonna be happy about this."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, at the Parker residence…

'The day's definitely not over yet, not for your friendly neighborhood Spider-Man at least, but before the whole kidnapping thing can be taken care of, there's a more personal matter I have to attend to.' now out of the Spider-Man costume, Peter Parker tried to sneak into the house through the kitchen door, only to find May waiting for him on the stairs 'Aw crapbaskets. Oh hey Aunt May, I wasn't sure you were going to be awake."

"Sit down Peter, I think the two of us need to have a talk." May's tone left no room to argue as she led Peter into the kitchen "I know the two of us have had this conversation before, about you coming home so late. Just because it's your summer vacation doesn't mean that you can stay out until all hours."

"It's only 10:30 Aunt May."

"I know, but I can't help worrying about you. You are still my responsibility after all, so I'm going to be making a small adjustment to some of the house rules for the time being. At least for the summer, you're to be home by 10:30 and no later. If you're going to be late then you'll have to call first."

"...Yeah, sure Aunt May. I get it."

"Good. And there is one other thing." she gently gripped him by the shoulders "Keep in mind that this is your summer vacation, so while there will be some limitations, you should take the time to have some fun for yourself. You haven't tried talking to Harry or Gwen in ages." that comment was enough to make Peter tense up.

'...Crap, she had to bring that up didn't she. Yeah well I thought about that, but… they have their own things going on. I don't want to bother them with any of my stuff."

"Nonsense, they're your friends."

"I know, but still…"

"Well if your current friends are too busy, there's nothing wrong with going out to make a few new friends as well. You're a good boy and becoming a fine young man Peter, but there's nothing that says you have to shoulder all of your responsibilities alone. Well, I'm going to bed, and I think it's about time you get some rest too. Goodnight." May gave Peter a quick hug and a reassuring smile, and then she went upstairs.

'Yeah, except that's easier said than done. I haven't talked to Harry or Gwen in weeks, which may be for the best given… well what me and Gwen wanted to happen but didn't. But I can't focus on that right now.' Peter pulled his Spider-Man mask out of the bag and stared at it for a moment 'The fact is that right now, Spider-Man is still needed, if for no other reason than to save that girl and her dad. But as for what she said about not doing it alone… Well there are those Turtle guys to keep in mind, and it's pretty obvious they were trying to help them. Then there's the fact that those men were freaking robots with brain squids in their chests, which is a whole new level of weird, even by the standards of my life. Whatever the case, I have to save that girl and her dad, and if those Turtle guys want to help, then fine. If it turns out they're just the lesser of two evils, then I'll stop them.'

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with the Turtles in question…

"I see." the sensei initially referred to, that being a man-sized rat in a kimono (Splinter) was less than thrilled to hear about the events of that night "So it was your inability to work together that allowed all of them to get away."

"Yeah well it's not like it was all my fault." Raphael promptly shot a glare at Leo "Maybe if I didn't have to waste time arguing with the hero wannabe over there we could've saved them!"

"Hey, if you didn't get in my way then I could've gotten it done!" Leo returned Raph's glare, before leveling it on Donnie "And you went charging off on your own like a crazed bull, how smart was that?"

"Hey I was trying to help!" Donnie then levelled his glare on Mike "And it would've worked out fine if somebody hadn't hit me in the head with their nunchucks!"

"Yeah well none of this would've happened if…" Mikey looked to his side, only to realize that no one was there, so he turned to the next best option "If somebody hadn't been dumb enough to trust us to go up there in the first place!" there was a tense silence hanging over the room, and that was enough to make him realize his mistake 'Oh man, I just cracked my own shell. Oh geez, sensei I didn't mean to-"

"No Michelangelo." came the simple response from Splinter "You are right."

"...I am?"

"Yes."

"He is?!" was the chorus from the others.

"Yes. The four of you were not fully prepared for what would lie upon the surface. I had spent years training all of you, but I do so in preparation of you fighting as individuals, and failed to teach you to fight as a team. As your teacher and as your father, the responsibility for that falls onto myself. Perhaps in another year or so, we'll be able to try again."

"What the- What do you mean another year?!" Donnie promptly bolted upright "Am I the only one who didn't forget that people were kidnapped?! Sensei those people don't have a year, we have to do something and we have to do it now!" he was met with hard look from Splinter, but he wasn't deterred by it "You weren't there sensei, you didn't see the way that girl was looking into my eyes, the way she was feeling. She was scared, and she was counting on me, and the rest of us, to save her."

'Donatello…' Splinter studied him for a moment, then turned back to the small shrine lined up on the wall of the dojo, specifically at the picture sitting atop it 'Tang Shen… the way you looked into my eyes that night, because you were counting on me to protect you… I was unable to save you then, or our daughter, but I will not allow my mistakes you be repeated. You speak the truth my son, you must save this girl."

"Personally sensei, I do agree." Leo spoke up "But the thing is that in that fight, the four of us didn't exactly come off to the enemy as a well oiled machine."

"You mean like the robot guy with the brain thing." Mikey chimed in, earning a few groans from the others "Hey I saw it with my own eyes, and so did the Spider guy."

"Uh huh. Trusting the guy in the spandex that we never met before, and haven't you seen those newspapers we find about him?"

"Hey come on, those guys don't know what they're talking about!"

"You said the same thing about Space Heroes."

"Enough." Splinter was quick to shut them up "You do raise a valid point Leonardo. If you are going to fight more effectively as a unit, then you are going to need a leader."

"Oh. So can I be the leader?"

"Why the shell should you get to be the leader?" Raphael shot him a dirty look "Don't forget that I kicked your shell before, if anyone should get to be the leader then it oughta be me."

"Hey I'm smarter than all of you guys together, it should be me." Donnie protested.

"No way, if anyone's gonna be the leader then it should be me!" Mikey was immediately met with a set of odd looks from the others "What I don't really have a reason, I just thought it would be cool if I was the one in charge."

"Hm. This is a difficult and important decision. I must meditate on this matter." Splinter frowned slightly at the thought, then made his way over to his room and shut the door behind him. Then he opened it back up a second later "Leonardo will be the leader of your team." and then he shut the door again.

"Huh, well how about that?" Leo pulled himself to his feet and shot a grin at Raphael "Well how about it Raph, no hard feelings?"

"Just stick it up your shell hole." was all Raphael said before he stormed off.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

A little while later, on the surface…

'Looks like I'm not the only one who knows how to track kidnappers.' Spider-Man staked himself out on a rooftop overlooking the rest of the block, and a quick glance across the way showed him who was on another rooftop nearby, in the form of the Turtles 'No, if they don't make any moves against me then I won't against them. Maybe track them down at some point just to make sure, but no hurting them or anything. Plus it might be a good chance to test out my new Spider Tracers before I put them to use on the actual bad guys. Anyway, time to focus on the game plan. This build I'm on right now has the same logo that was used to kidnap that girl and the man, so if I wait here long enough, then one of the kidnappers will eventually show his face. I grab him, web him to a wall and get what answers I can out of him. Then I use that to find the girl and the guy and get them out, and maybe figure out what the deal is with these guys. And if there's gonna be another Green Goblin running around the city trying to take control. No way in hell I'm gonna let something like that happen again.'

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, on the other rooftop…

"Okay, so we're here now." Mikey spared a glance over at the others "So what are we doing here again?" he was met with a few groans from the others "What? You don't have to bite my shell off, it was just an honest question."

"Which you've been given the answer to four times already." Leo told him dryly "That building down there has the same logo as the van that was used to kidnap the family, so if we wait here for long enough, then one of the kidnappers will eventually show his face, and when he does we'll get him by surprise and make him tell us where they took them."

"And then we got ourselves a van! Right?"

"...Just hit the guy I tell you to hit okay?"

"You got it bro. But what about him?" Mikey directed their attention to where Spider-Man sat on the rooftop across from them, apparently brooding to himself "I mean you said-"

"I know what I said, but he did help us to fight off those guys, which means he was trying to help those people just like we were. Don't show any hostility to him until he does to us, but don't let your guards down either."

"Are you sure this is actually gonna work?" Raphael shot a skeptical look at Leo.

"Of course I am, just trust me. They're gonna be here any second."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

About 2 passed, and there was still no sign of any of the kidnappers.

'I forgot how much of a pain stakeouts could be…' Spider-Man looked between the building beneath him and the rooftop where he could see the Turtles 'At the very least I should've brought a few snacks or something.' then he frowned as a sensation rang through his head 'Spidey Sense, that must mean they're coming for-'

"Sup dude?"

'...Never mind then.' Spider-Man looked over to see Mikey land on the rooftop next to him "Oh hey, what are you doing over here? I figured you'd be with your buddies."

"Yeah but we're bored waiting for these guys to show up, and I figured you'd be bored all alone up here."

"Nope, it's about as stimulating as every other night in the Big Apple. About as stimulating as watching paint dry. You know, the usual for this city when it's not being invaded or taken over by a lunatic dressed like a flying green elf." his tone held some sarcasm, and a hint of bitterness at the last part.

"Sounds like me and my bros should've come up here a long time ago."

"First time in the city?"

"We lived in the sewers ever since we were little with our dad. He's a rat."

"...Of course he is." Spider-Man glanced over at Mikey, then at the Turtles, and he felt himself up slightly "Huh."

"What?"

"Nothing, just… It's been awhile since the last time I had an actual conversation with someone that didn't say I was a murderer or a menace or something. I've… I've been getting that sort of thing a lot lately."

"Why do people think that?"

"I don't know, people being stupid I guess. That's what I used to think. I spent all this time trying to do right by people with these powers I have, but now… Now I'm starting to think that they might be right about the whole "being a menace" thing."

"Or maybe you're just starting to think that because that's how everyone treats you. I don't think you're a menace."

"If had a dime every time I've heard that in the past month… I've have a dime."

"Yeah but I know who you are, me and my bros see some of the newspapers that people throw away and I read those stories about you. I don't think you're a bad guy."

"...Not too often I hear that." Spider-Man let out a chuckle "Thanks for that."

"No worries, and you can call me Michelangelo."

"You can call me your Friendly Neighborhood Spider-Man." the two of them fist bumped.

"So… do stakeout things like these take awhile?"

"Yep. I don't suppose you have a deck of cards with you?"

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Another hour passed, and a certain ticking time bomb was about to go off.

"Oh for the love of Shredder, will you give it a rest!" the ticking time bomb in question, Raphael, finally lost what was left of his patience "Anyone here with half a brain cell, that is pretty much all of us except for Mikey, knows that this dude isn't gonna show up! Even Mikey knows it's so much of a waste of time that he went off to play cards with that idiot in the spandex!"

"He's going to show up Raph, we just have to be patient." Leo told him.

"Here's a better idea, you have to come up with a better plan, because the four of us sitting around on our shells isn't gonna get us anywhere!"

"Uh huh." Leo suddenly gave a grin "You so sure about that one Raph?"

"...The guy just showed up didn't he? Great, I should've started complaining about your stupid plan like two hours ago."

"Well now you know for next time." and then Leo started the hero speech "Gentlemen, I have a bold and daring plan. There is no time for hesitation. My orders must be carried out without question-"

"Okay dude?" Spider-Man called over to him from his place on the other rooftop "I know you're paying tribute to Space Heroes and all that, and trust me I get it, but they already left." he jerked a thumb down towards where the other Turtles were surrounding the guy in the van, and then he dove down to join them.

"...Hey come on you guys, wait for me!" Leo promptly dove down after them as the five of them started cornering the driver of the van.

"Alright dude here's the deal, we either do this the easy way or you become of the many many guys that I've smacked upside the head and webbed to the back of a van. It's your call even though I have a pretty good idea of what you're gonna pick."

"Yeah man, just look at it from a logical standpoint." Donnie gave a grin as he pointed his bo staff forward "There are five of us and one of you, what are you gonna do?"

"Oh just wait, this is the part where he knows he can't win but still tries to blow our heads off with some kind of super laser gun."

"Get the hell away from me you freaks!" the driver (going by the name of Snake) suddenly pulled out a laser gun and started shooting at the group, forcing the five of them to go on the evasive while he hopped in his van and started driving off.

"How about that, did I call it or did I call it?"

"The hell with that you idiots, he's getting away again!" Raph barked at them.

"Like hell he is, not if I have anything to say about it." so Spider-Man webbed a ling and started swinging after the van.

"For once I agree with this jackass in the costume!" with the Turtles all in hot pursuit, Raph found an opening and leapt onto the roof of Snake's van, only for him to shake Raph off and send him crashing into the wall of a building.

'Dammit, there's more of them coming!' Snake looked back and saw Spider-Man swinging after him and the Turtles running along the rooftops, and so he started shooting at them again with an even bigger laser gun.

"See what did I tell you, they keep shooting at you even when they're in denial! Especially when they're in denial like this!" Spider Man dodged a barrage of incoming laser bullets and fired a single shot from his web to disable the laser gun, blocking it and knocking it out of Snake's hand in the process 'Well that's the giant laser gun down, now to stop the van itself. Either get behind it and stop it by pulling on it with webs the old fashioned way, or maybe I can try-'

"I've got it!" Leonardo fired a single shuriken at the van, hitting one of the tires and causing the van to swerve out of control until it tipped over and landed on its side on the road, before finally screeching to a halt.

'...Or one of them can do that. Well at least now we're getting somewhere. You guys take the van from the back, I'm gonna have a little chat with our new buddy over there." so Spider-Man promptly swung down onto the road and used his webbing to yank off one of the doors, where he found Snake stuck in the driver's seat "How you doin?" he was met with a glare "Yeah yeah I know, I can't do it as well as Joey from Friends but who can? Anyway, I think it's time the two of us had a nice little chat." he dodged a knife being aimed at his throat and subsequently bound Snake to the side of the van with a single shot of his webs "Alright now we're really gonna have a nice little chat."

"Seriously dude, if you're gonna tell us to go around back then why the shell didn't you just tell us to go around back?" this was when Mikey and the others took the van from behind and opened its doors, only for a single canister of glowing ooze to fall out "What the shell…?"

"What's the matter?"

"I think it's… mom?!"

"...Did you just call that thing your mom? I mean I'm no one to judge, I didn't even know my parents when I was growing up but-"

"What the shell are you two going on about?" this was when Donnie and the others made their way over to them, leaving the four Turtles to marvel at the canister in front of them "Woah… I can't believe there's more like it."

"Okay, am I the only one who's seriously out of the loop right now?" Spider-Man looked back and forth between the turtles and the canister "Is this thing a gift from a friend or something?"

"Not exactly, but it is familiar to us. This canister is filled with the Mutagen that turned all of us into what we are now."

"...Yeah, I'm gonna need a lot more detail than that."

"Okay, the short version is that the four of us were regular freshwater turtles until we ended up being covered in a canister of this Mutagen, and it turned us into essentially humanoid versions of ourselves, with the ability to speak and walk on two legs."

"Oh. Huh. That's actually pretty interesting. So if you touched some of this now, would that make you into a super mutant or melt into a puddle of your own intestines? I mean I don't really know anything about this stuff, so it's just a hypothesis."

"Probably the latter, we have no idea how this stuff works either. Nobody touch it."

"I'll try to restrain myself. Note to self, don't touch the glowing green stuff in the high tech canister or else risk potentially being turned into a giant spider monster.'

"Whatever it is, I think something is pretty clear by now." Leonardo spoke up "It's obvious that whoever is responsible for kidnapping thiose people are somehow connected to what happened to use and sensei 15 years ago."

"Well for alien brain squids with robot bodies and synthetic skin, I'd say just about anything is possible."

"Oh god, don't tell me you're in on that stupid story too." Raphael let out a groan.

"I call it like I see it, and I saw it myself. So did your buddy with the nunchucks earlier."

"Finally, someone listens to the party dude!" Mikey suddenly pulled Spider-Man into a tight and somewhat uncomfortable hug "See, this guy knows what I'm about!"

"I call it like I see it, but let's focus on dealing with the whole kindapping thing. Time to get some answers out of my new biggest fan up there." so with that in mind, Spidey leapt over towards where Snake was still bound by his webbing "How ya doing? So what's your deal, and what's the deal with this stuff?"

"Forget it." Snake let out a scoff "First of all, the name is Snake. Second of all, I got nothing to say to a pack of freaks or an idiot wearing a costume."

"Hey come on now dude, I'm just your friendly neighborhood Spider-Man, and these guys are… I don't know, maybe the next Green Goblin cult or something."

"We're not goblins, we're turtles." Raph shot a glare at him.

"It's called sarcasm."

"Whatever. Just stand back and let the hands on turtle deal with this prick."

"Deal with him how?"

"I figured expose him to a little bit of this stuff." Raph picked up the Mutagen canister, his look turning increasingly smug "It's a little bit of something I like to call Mutation Rulet. Once he gets a taste of this little thing, we'll see if he's a little more willing to talk once he turns out either way too good looking like yours truly, or incredibly hideous like… well probably like whatever you've got under the mask."

"Or completely delusional like what you've got going on. Anyway I've got a better idea, just give me a minute." so on that note, Spider-Man promptly knelt down in front of Snake and started to lean towards him, inching closer by the second, the tension and intensity increasing as he drew closer, until…

"Okay okay I'll talk!" Snake bolted upright, or as upright as he could "These guys call themselves the Kraang, they've been grabbing scientists from all over the city."

'Okay, that went well. I mean granted I doubt my version of the Look is anything compared to what I've seen from Gwen, but it gets the job done. So these scientists, do they have any specific preference of their area of expertise?"

"I don't know, they just grab whichever ones they can get their hands on."

'Huh. Given this, maybe it's for the best the Connors left when they did. Better moving to another state than get mixed up in something like this. Okay then, what do they want with all of these scientists?"

"How the hell should I know?"

"I'm not against the idea of breaking out the Look again."

"Alright already, just cool it with the eyes!"

"That's nothing dude, you should see what the original is capable of. So, the scientists."

"All I know is that they're planning to take them somewhere out of the city tonight, but I don't know where!"

"Uh huh. And that's it?"

"That's all I've got."

"Holy shell, this is awesome!" Donnie's face lit up with excitement "That girl's dad is a scientists, he and I can match up and stuff, and oh man she is so gonna like me!"

"...I don't think you're her type."

"Hey!"

"Yeah well you're the ugly one out of the six of us, so we're even." Spider-Man noted dryly, then shot a glance over at Donnie "So you're into science?"

"Affirmative, the superior mind among the lesser ones in the form of my brothers, and it's been that way for the past 15 years."

"Huh. Not too shabby. You know, I'm something of a scientist myself. Sort of. Or I was. I mean it's kind of complicated."

"I can tell. Judging by the added bulk on your forearms, some sort of projectors for the webs that you use?"

"Actually yeah, see I create a certain chemical compound with high levels of tensile strength that I can use to-"

"Okay okay, science talk later." Leonardo promptly shut down their conversation and turned their attention towards Snake "So the Kraang that took the girl and her father earlier, where are they right now?"

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

And that led to this…

"Yep, that's the place alright, and I'm still willing to bet money that these Kraang guys are a cult of some kind." Spider-Man and the others (with Mikey being left to guard Snake) looked down at the base lying below them through "If they all look the same like that then that either means they're some kind of cult, or I'm a racist. And let me tell you now, I'm no racist."

"No kidding, there must be at least 20 of those Kraang soldiers down there." Leo muttered.

"And you're only counting the ones that we can see. I've done enough stuff like this over the past year to know that for every one guy you can see, there are at least four you can't, and most of the time those are even worse."

"Either way, if I get to bash a few skulls in them I'm game." Raphael promptly pulled out his sais as he gave a smirk "Now let's go get to work."

"Forget it shell for brains, we can't just go charging in like a pack of crazed bulls." Donnie told him firmly.

"Why the shell not?"

"You mean aside from the fact that we'd probably get caught in an insanely obvious trap that they more than likely already set for us?" Spider-Man shot him a dull look from within his mask "This isn't just trying to take down some new evil organization, they have the girl and her dad and god only knows how many more hostages. We need a plan."

"Then come up with a plan."

"That would be a lot easier if you'd pipe down already."

"I can tell you one thing that would make this a lot easier." Mikey suddenly walked up to the rest of them with a wide grin "I think I could sure go for some of that pizza right about now, am I right or what guys?"

"Dude this is New York, pizza places are about a dime a dozen. Also, weren't you supposed to be watching Snake?"

"...Aw crapbaskets."

"And there it is."

"See ya never freaks!" Snake promptly took off running across the rooftop and bolted down the fire escape.

"And now we gotta go after them." so Spider-Man and the Turtles proceeded to do just that, chasing Snake down the fire escape, only to find that he was gone "And now comes the fun part that always works, split up!"

"Got it!" so Donnie and Mikey went to one side, leaving the others to go to the other side, but they quickly found a wall blocking off their path "He probably went over the wall."

"Just launch me D, I've got this one in the bag!" so with Donnie's help, Mikey launched himself over the wall, resulting in lots of crashing, barking and screaming "Ow… I don't think he went this way."

"...Oh great. Let's hope the others are having better luck than we are."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with the other team…

"Come on you guys, he's gotta be around here somewhere!" Leo and the others rounded a corner, only to find that Snake was nowhere in sight "Dammit, we lost him."

"Looks like it." Spider-Man nudged them on the shoulder (also placing a small red object on the back of Raphae's shell) and jerked a thumb at the dumpster, giving them a silent message 'He's hiding over there, play along and fool him like a sucker.'

'So he's trying to string him along.' Leo gave a simple nod of misunderstanding, and the three of them started up their little act "Oh great, we let him get away."

"Hey you guys are the ones with all of the ninja training and stuff, I just show up and beat up and web the bad guys. If anything you're the ones that let him get away."

"Oh yeah sure, blame it on the non-superheroes."

"Or how about just blame it on the leader." Raphael jerked a thumb at Leo "You're the one in charge remember, so that means you're the one that let him get away."

"You're not helping."

"I'm not trying to help."

"Fine, if you want me to lead then I'll lead. We go back to the lair for now and gear up, then later at midnight we meet up with Spider-Man again, then drive Snake's van right up to the gate. They'll think we're him and we'll be able to cruise right in."

"And then we get to bust some heads?"

"And then we get to bust some heads."

"Good enough for me, you know how much I love a happy ending." the two of them shared a simple nod with Spider-Man, and then they walked off.

"Yep, there's nothing like a good old fashioned happy ending to leave your friendly neighborhood Spider-Man satisfied." Spider-Man promptly swung up onto a nearby rooftop and watched the two of them taking their leave of the scene 'Yeah, if I ever actually got the happy ending out of this whole superhero gig. In any case, I just got through stopping a three-way gang war and taking down a psychopath dressed like an elf, who turned out to be my best friend's dad. Right now there is no way in hell I'm taking any chances. If nothing else I have to make sure these guys aren't just another lesser of two evils.' and so he started following them in secret.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

At the same time in the Kraang base, April was less than pleased about being held as a prisoner by the Kraang, and so she subsequently tried to find a way to break herself and Kirby out (one way involving her pretending to be sick), only for these to fail miserably, leaving her to go back to the drawing board so to speak.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

An hour passed, and the time was used to return to the lair and gear up.

"Yep, Donnie is off doing his nerd thing, and Leo and Mikey are off doing whatever it is that they do." Raph glanced back at the little one staring up at him "I know you're a little bit worried about me, and believe me I get why you are. I'm not gonna lie to you, we've never gone into a fight like this before. Actually I'm pretty sure this is only the second real fight we've ever been in. Either way, I don't know for sure what's about to happen, but you don't have to worry about me, because I promise you I'm gonna make it back one way or another." the only response he received was a blank stare, but it was enough to make him get all misty "Come on man, you don't have to look at me like that-"

"Aww." this was when Mikey ruined the moment and made Raph get defensive "Are you talking to your pet turtle dude?"

"No! Shut up!"

"That's totally adorable bro!"

"Oh that is it little idiot, I swear I'm gonna shove these sais so far up your-" and thus their brotherly antics began anew.

All the while, Leo just tuned them out as he sat in front of the TV working out a plan, and once he was satisfied he gave a smile "Alright then, I think this plan is gonna work."

"Remember this Leonardo." this was when Splinter made his way out into the area "There is no such thing as a plan that ever survives contact with the enemy. What matters is how you react to the unexpected, because that will determine the difference between enemy and defeat, and whether or not yourself and your brothers will succeed."

"I have to ask sensei, do you really think that I'm ready for this?"

"Come now Leonardo, I chose you to be the leader of this team for a reason."

"And what reason is that exactly?"

"That is something you will have to discover on your own."

"But there's so much riding on this, what if something goes wrong?"

"Failure is a possibility that every leader must face Leonardo, and the same can be said for various unexpected circumstances that befall us." to add onto this ponit, Splinter then turned their attention towards the entrance to the Lair "I'm sure that you can agree to this, can you not?"

There was a brief pause, and then Spider-Man suddenly dropped down to the ground from the roof of the entrance, which prompted the other Turtles to show themselves as well "How did you know I was there?"

"I was able to sense your presence from the moment you arrived after my sons returned, but I had sensed no hostility from you. Tell me, how did you find this place?"

"I… put a tracker on the back of the angry one and used it to follow you here." Spider-Man's gaze hardened underneath his mask "I spent the better part of a year fighting off all sorts of crime lords and organizations trying to take control of the city, and after what happened last time, I'm not about to take any chances."

"I see." Splinter glanced around between Spider-Man and the Turtles "I have heard about the way you assisted my sons in battle earlier, and as I said, I sense no hostility or ill will from you. I will place my trust in you."

"Which means what exactly?"

"Which means that I believe introductions are in order. These are my sons, Leonardo, Donatello, Michelangelo-"

"What's up dude?" Mikey waved at him, only to be smacked upside the head by Raph.

"-and Raphael."

"Huh. Interesting." Spidey glanced back up at Splinter "So you guys are ninjas, but I'm supposed to believe you're Italian too?"

"Not necessarily. I simply named them after my favorite painters and sculptures from the Italian Renaissance."

"Ah. Nice. And you are?"

"I was once known by the name Hamato Yoshi, but now please refer to me as Splinter. While I do understand the reasons behind your caution, I can assure you that we are not your enemy, and I do not bite."

"...Sorry about that then." Spider-Man promptly plucked the Spider Tracer off of Raphael's shell before he could react "Well at least I got to test these things out. As for me, just go ahead and call me-"

"The Friendly Neighborhood Spider-Man, we heard the stupid intro." Raph grumbled dryly, earning a few dirty looks "What?"

"Anyway, not to be that guy about this, but they're turtles and you're… well a giant rat. I heard one of them mention something about a canister of Mutagen that mutated you."

"I see, so you wish to hear the story." Splinter sat down on the ground and motioned for the others to do the same "Very well then. Many years ago, back when I was still human, I was leaving the pet store with a small box containing four baby turtles."

"Which was them."

"That is correct. Don't interrupt. I was making my way home when I passed a strange man on the street, but something seemed off about him, and I decided to follow. He met another man that seemed off as well, and they were exchanging a canister with a strange glowing substance. I had moved to get closer to see what was going on, but I accidentally stepped on a rat, which alerted them and several others to my presence. They made to silence me, but I was able to fight back against them, until one of them ended up dropping the canister, spilling its contents all over me and causing me to drop the box with the four turtles. Because I stepped on the rat previously, the substance, which my sons now tell me is referred to as Mutagen, caused me to turn into what you see now, whereas my sons here were turned into humanoid turtles. That was the beginning of the life we've led for the past 15 years. It was the Mutagen contained within the canister that, in a way, had given birth to all of us."

"...Is that why one of them called it their mom?"

"Yes, yes it is." Splinter stood back up, which prompted the others to do so as well "Now you have heard our story."

"So that means you wanna hear mine?" Spider-Man tensed up slightly, but he took a moment to compose himself "I'll give you guys the short version. I never really knew my parents, both of them died when I was too young to remember them. It didn't really bother me though, because with the ones that did raise me, I had a pretty typical childhood. Then came the day where I got bitten by the radioactive spider-" he was about to continue on when he noticed Raphael backing up a short distance "What are you doing?"

"Nothing, just bracing myself." Raph promptly gripped his sais "I'm not scared or anything, I just hate those furry little freaks with all of the legs."

'...Okay, so he's afraid of bugs. Granted spiders aren't bugs, but still gonna make a mental note of that one. Anyway, being bitten by that radioactive spider gave me the powers that I have now, like super strength, agility and reflexes, and a sort of sixth sense that lets me detect whenever I'm about to be in danger. I didn't really know what to do with them, nothing that really helped anyone but myself that is… until the night came when I lost the only man I could ever call my father. That day was when I made a promise that I was going to do something good with the hand that I was dealt by fate, something that I wouldn't joke even if I knew how. Because I've lived every day since then by the same philosophy he taught me, the belief that with great power, there must also come great responsibility."

'With great power comes great responsibility? Such a familiar saying. If this boy is who I believe him to be… I see. So your actions since then have been to honor his memory."

"In the only way I know how. It's caused me a fair amount of grief though, but I do what needs to be done, because it needs to be done." Spider-Man let out a sigh "The only thing is, the only woman that I can call my mother told me not too long ago that I shouldn't have to shoulder all of my responsibilities alone. Part of the reason I did, aside from what I've already told you, is that I always believed I was the only one who could. But maybe that's not the case anymore, at least not right now." he then turned to Leonardo and the others "There's innocent people at stake, and the Kraang need to be stopped. I don't really like to make a habit of teaming up with other people too often, but I think the best way to get the job done this time is for us to work together." he held out his hand "So how about it?"

"...I think you have yourself a deal." Leonardo accepted the hand "Partners then."

"I guess so. Partners for now at least. Let's just hope that this team up doesn't end with my new partners going nuts and trying to kill me like the last time. I miss Colonel Jameson.'

"So what about you then dude?" asked Mikey.

"What about me?"

"You gonna let us look you in the eyes and all that? Take off your mask?"

'...After everything that's happened with Venom, I'd have to be out of my freaking mind to even think about letting anyone else find out who I am. I have my reasons for not taking off my mask, but for now let's just focus on getting ready to fight the Kraang." Spider-Man then took a quick glance over at Donnie "So you said you dabbled in science?"

"And I've been preparing gear and equipment for this mission the whole time. Give me a few minutes and I'll have some extra gear for you." and so Donnie promptly made his way into the lab and shut the doors, with Raph and Mikey going back to doing their own thing, leaving Spider-Man alone with Splinter and Leonardo.

"Unexpected changes to circumstances, but the same principle applies." Splinter quickly turned his attention back to Leonardo "As I was telling you before Leonardo, failure is a possibility that everyone will have to face, whether they be leaders or not."

"You sound you're speaking from experience." Spider-Man muttered quietly, resulting in a fairly somber atmosphere overtaking the area "I didn't mean to pry or-"

"No, it's alright. But you speak the truth. These are some of the things I had to face in Japan, during my final battle with my enemy the Shredder. So many years ago, Oroku Saki, as the Shredder was called back then, had been my friend, one that I thought of as my brother. But then the love of a woman would come between us and ruin what we had."

'Two friends fighting over a girl. Sounds pretty familiar to me. It's almost like what could've gone down between me and Harry, fighting over Gwen and hating each other. Frankly he probably does need her right now more than I do. So then… what happened?"

"The woman, her name was Tang Shen, had chosen me. The Shredder was unable to accept such a thing, and he turned his jealousy outward in a vengeful attack. While he was unable to defeat me that day, he was able to ensure that my world was left to fall and crumble around me. My family's dojo, our legacy, was destroyed, and not only that, but the battle took the life of my beloved Tang Shen. What's more… I lost my baby daughter Miwa." he turned away for a moment in order to compose himself.

"I… I'm so sorry."

"I lost many things that day, as well as over the months that followed. I lost my family, my home and even my name." but then Splinter turned back and gave a small smiles "But over time I was able to gain many things as well, such as my four sons. And a new ally in you."

"...I won't let anything like that happen. Not this time."

"I'm pleased to hear it. Also, please do not tell anyone of our existence. The world above would not be able to understand or accept us."

"I get slandered by the city's most prominent newspaper on a daily basis, if there's anyone that should be able to understand wanting to keep a low profile, it's me." Spider-Man let out a sigh, then turned to face Leonardo "I guess we'd better start gearing up, we're gonna have a lot of work ahead of us tonight."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Midnight finally came, and Snake and the Kraang outside were guarding the base in preparation of what he believed to be the stolen van driving up to the front, but when the van did show up and they started blasting at it, only for it to ram straight into the building at high speed and explode in a fiery crash, sending Snake hurtling to the ground on top of a patch of weeds, just as a canister full of Mutagen flew out of the van and poured all over him. But there was no one inside the van when it arrived…

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

And now for where our heroes really were…

"Huh. Not gonna lie, that seems kind of like overkill." a short distance away from the actual main gate, Spider-Man glanced over at the burning wreckage that was the van as he and the others kept climbing up the wall "Well as long as nobody gets killed, I guess it's okay but…"

"Pretty lucky thing though." Mikey noted (he and the other Turtles using tegaki claws to climb up the wall) "I didn't think that van was gonna show up to distract them, but lucky us."

"That was part of the plan. Didn't you listen when we went over this earlier?"

"No."

"...Yeah okay, that one's on me. Anyway, me and the others knew that Snake was listening in on us earlier in the alley so we tricked him into thinking we would be in the van. Truth be told I'm still kind of surprised he was stupid enough to fall for that."

"So… you lied to him?"

"Pretty much yeah, now keep climbing."

"Doing that like a turtle do!" and so they kept climbing until they made it over the wall, and they made a mad dash for the hideout itself.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Now in the hideout itself…

"We've got a few coming, give me a second." Spider-Man dropped down into the hideout ahead of the others, and with a few quick punches and kicks he knocked the Kraang soldiers in human disguises out cold, webbing them to the ground in the process "Alright you're clear, now get down here before more of them show up."

"Got it." Donnie dropped down first, with the others following not long after, and he was left to marvel at the technology surrounding them "It's remarkable, I've never seen anything like this before."

"Oh believe me I know, I'd be geeking out about it myself if there wasn't the whole kidnapping thing to consider. Otherwise, yeah I'm right up there with you. I don't think I've ever seen a metal alloy like this one before."

"Oh wow, it's got some kind of metal that you haven't seen before?" Raph's tone was laced with sarcasm "It really boggles the mind doesn't it?"

"Dude you couldn't hold up ten seconds talking metallurgy, don't start something you won't be able to finish. Now keep it quiet, there's still the whole thing about us being in an enemy hideout looking for kidnapping victims."

"Says the one who started picking a fight in the middle of it." Leo hissed at him.

"My fans expect a certain amount of quippage and witty banter. Besides, it's one of the ways I cope with all of the crap I have to deal with. Now let's move." the four of them rounded a corner, only to see numerous Kraang soldiers guarding the area "And then there were more of those things because of course there are."

"You gotta be kidding me… there really are alien robots."

"Oh wow, alien robots huh? Where have we heard about that before? Oh yeah, I've been saying it for hours!" Mikey promptly exploded at them, which directed the attention of the Kraang towards them as they started shooting at the five of them.

"New plan, take cover!" Spider-Man was quick to take action as he unleashed a few shots of his webbing, clogging the lasers being used by five of the Kraangdroids and causing them to explode after a few seconds "That's five down, how about the rest of you?"

"Letting out some serious rage!" Raph was in the middle of using his sais to stab a Kraangdroid in numerous different spots, with Mikey taking two out using his nunchucks, Donnie bringing one down with his bo staff, and Leo slicing through several of them with his twin katanas, with the last one ejecting the small brain creature as it hissed at them "Okay what the shell is that?"

"One of the creepy brain things that they apparently all have, but they're still way better than the stuff that comes out of cereal boxes. So who wants to hit it?"

"I call dibs!" Mikey promptly whacked the Kraang using one of his nunchucks, which was apparently enough to knock it out cold as he picked it up "There do you see now? It's a creepy slimy brain thing! I told you about it like ten times, but did any of you bother to listen to me? No you didn't, because you think I'm just some kind of idiot!"

"Um, dude?" Spider-Man pointed a finger to where the Kraang brain was chomping down on the end of Mikey's arm "You gonna do something about that or do you want me to?"

"...Get it off get it off get it off!" and that moment of panic was enough for Mikey to chuck the Kraang off his arm and send it crashing into a wall… landing directly on a large button, which caused the alarm to start sounding, earning him a series of glares from the others "Uh… okay that's my B."

"In all fairness, if you didn't set it off then I probably would've at some point."

"Well I was still right about the creepy brain things, you guys have gotta give me that."

"I already knew about it, but I gotcha. Now let's move."

"Where the shell are we supposed to be going?" asked Raph.

"Hold on a second." Donnie glanced up at the ceiling and noticed something "You guys see those up there? I think those are power conduits."

"Oh yeah thanks for sharing Donnie, that's really interesting and totally worth stalling us right now, and yes I'm being sarcastic."

"Well you shouldn't be, you wouldn't if you knew what he was saying." Spidey told him "The conduits are all converging in a single direction, which means that whatever they're using them for requires a lot of power, and it's also either extremely important or dangerous. Knowing my luck, I'd say it's probably gonna be both."

"So what, you're saying we follow it?"

"More like we're gonna end up having to blow it up. Anyway let's go." and so the five of them took off in the direction the power conduits were converging "And remember that we're looking for the people that got kidnapped, so keep an eye out for-"

"Found them!" Donnie suddenly directed their attention to a certain cell, which just so happened to be housing April and Kirby "I just need a minute to pick the lock."

"Yeah well we've got incoming!" Leo pointed to where a number of Kraang soldiers had arrived and were shooting at them "We'll hold them off, just hurry and pick the lock!" and they promptly started fending off the Kraang soldiers.

"Right, I'm on it. Don't worry, I'll have you guys out of there in a second."

"Um…" April shot an uncertain glance over at him "Okay, I guess I'll just go ahead and take your word for it, giant lizard guy."

"I'm turtle actually, and the name is Donatello."

"Call me April."

"Wow, that's a really pretty-"

"Get down!" Spidey suddenly grabbed Donnie by the back of the shell and yanked him to the ground before a barrage of lasers could hit him "Okay dude, I'm all for trying to impress the cute girl and all, trust me I get it, but how about you do all of us a favor and pick the lock, and save the flirting for when we're not getting shot at by alien brain squids!" and then he promptly went back to webbing up Kraangdroids.

"Oh yeah right, sorry, gotta focus on picking the lock."

"...Was that Spider-Man?" was April's takeaway from that.

"Yes, yes it was." and so Donnie promptly got to work on picking the lock on the side of the door, amidst the sounds of Spider-Man and the rest of the Turtles beating down one Kraang droid after another.

"Yeah so, not to rush you or anything but could you hurry up already?!"

"Hey give me a break, you think it's easy working with three fingers on each hand."

"...Oh. Right. Sorry."

"As I was saying, I was just about to-"

"Oh for the love Shredder, get out of my way already!" Raph shoved Donnie aside and promptly began stabbing the lock, but by the time it opened they found that the cell had opened from the other side, and April and Kirby were being carried off by more Kraang soldiers "Oh."

"Dammit meathead, now they're gonna-"

"We still got incoming!" Spider-Man started webbing up the Kraang soldiers that were shooting at them, then glanced over at the cell "And apparently the cells here have doors on both sides because of course they do. Alright come on, let's move before more pew pew guns show up, and as much as I love the pew pew guns, there's a time and a place and this ain't it!" and so the five of them took off.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Now to the outside of the hideout…

"Come on come on, move!" Leo ushered the others outside into the compound surrounding the hideout, amidst a rapid barrage of lasers being fired at them "Somebody get the doors!"

"I got it!" Spider-Man grabbed the doors and shut them, ripping in half a Kraangdroid that was trying to reach for them, and he subsequently broke off its free arm and used it to lock the door before encasing it in webbing "There, that should hold them for the time being." it was then that he noticed the looks he was getting from the others "What?"

"That was both twisted and kind of morbid." Raphael suddenly gave a smirk "I think I'm finally starting to like you."

"You live the life I do for as long as I have, give or take about a year at this point, you learn that there aren't many chances for you to let out all of your repressed rage very often. Lucky for me, this is one of those times, and they're robots so it's okay."

"Hey in case you guys forgot, we've got problems!" Donnie pointed to where April and Kirby were being taken by Kraangdroids towards a helicopter, and then subsequently tried to rush to her side, only to be yanked backwards by Spider-Man through a web attached to his shell "What are you doing, we've gotta get up there!"

"I know I know, but you remember that sixth sense I told you about that lets me know when something really dangerous is about to pop up? Well it's blaring like a freaking fire alarm, which means we've got company!"

Sure enough, it was at this moment that a large and hideous weed creature appeared before the five of them, and it looked beyond livid when it saw them "Spider-Man… Turtles… I finally found you… You're the ones who did this to me… now you're going to pay for it!"

"...Anyone know who this guy is?"

"I think it's that guy Snake." Leo muttered "It looks like he mutated into… some kind of giant weed creature."

"Oh. Ooooh. Oh god, I created another guy that wants to kill me?'

"That's kind of weird." Mikey frowned slightly "I figured he would've turned into a snake instead of some kind of weed monster."

"Why would you think that?"

"I mean his name is Snake."

"What's your point?"

"You don't really understand science do you?"

"I understand science way better than you think, but what it is you're understanding I honestly don't have a clue."

"SILENCE!" Snake let out a snarl as he raised one of his giant feet "I'm going to crush you filthy Turtles and Spider under my foot!"

"Of course you are."

"Would it help at all if we told you it was totally an accident?" Donnie recieved his answer in the form of Snakeweed trying to bring down one of its massive plant legs on top of them, forcing them to dodge it "Should I take that as a no?"

"Ask a stupid question, get a painful answer in the form of the giant monster guy trying to bash your skull in. So yeah, take that one as a no. Speaking of which, there's the whole hostage thing, so somebody wrap this one up fast!"

"I got it!" Leo dodged a swipe of Snake's claws and leapt into the air, where he drew one of his katanas and subsequently sliced off one of Snake's plant claws, causing him to shriek in agony as purple blood spilled all over the place.

"Okay, even by the standards of the guys that I usually fight, that's pretty much just a new level of nasty." Spider-Man promptly wiped off some of the purple blood, only to look up and see Snake regenerate his missing claw "Of course it can regenerate. Seriously, I am so due for an upgrade to my powers. Then again, given the last time I got some upgrade to my powers, that being when I got attached to the Symbiote, that would probably do more harm than good. Then again, maybe some upgrade to my gear would be a better move.' his attention was then directed towards where the helicopter was taking off "Alright time to play the savior, who's up for joining me?" he fired a web that latched onto the upper level, with Donnie grabbing onto him as he swung, and the two of them rushed up towards the helicopter.

As for the rest of them on the ground level, Mikey and the others kept fending off Snake's attacks with his plant arms, slicing through as many as they could and leaving purple goo to covers the ground around them in the process "Okay seriously, this is a whole new level of gross, and that's coming from a guy who's lived in a sewer for 15 years!"

"Yeah well, the same goes for this!" Raphael suddenly charged Snake from behind, using his tegaki claws to rip through Snake's legs, leaving them covered in purple goo "Okay, for once I agree with Mikey. That's all kinds of messed up." he then grabbed Snake by one of his arms and pulled him in, using the opportunity to land a swift kick to his head, only to be caught by one of the tongues sprouting from his hands and swiftly yanked backwards, sending him hurtling through the air.

"We got ya bro!" Mikey was quick to catch Raph and get him back to the ground "Snakeweed is a lot tougher than I thought he'd be."

"Snakeweed, are you serious right now?"

"Yeah, his name was Snake and now he's a weed so-"

"Shut up already, we get it!"

"I'm just saying."

"Forget it, we just have to hold it off until Donnie and Spider-Man get back." Leo then glanced back to see several more Kraangdroids burst out of the hideout and start pointing their laser guns at them "While not getting our heads blasted off by a pack of alien robots."

"With brains in their chests!"

"Okay seriously Mikey, let it go."

"Or better yet, let this go!" this was when Donnie suddenly swooped in and started beating down the Kraangdroids with his bo staff "You guys okay?"

"Given everything that's happened, we've been better, but we've been worse. What about the girl and her dad?"

"The spider guy has it covered… and my brothers need me." he turned to them and gave a small smile, and then the four of them readied themselves for the next round "So do any of you have any sort of actual plan to win this battle?"

"I'm working on it!" Leo suddenly found himself being hoisted into the air by one of Snakeweed's hand tongues, but then something caught his eye and gave him an idea "Wait that's it, do you guys see the power conduites?"

"Yes I know, we already had this conversation about how much of an idiot Raph is."

"Not like that, I mean what they're connected to!" Leo placed his sword in his teeth and started going through hand signs.

'He's using hand signals to- Wait, he wants us to lead him to that power generator? But that's incredibly stupid! Or brilliant. Actually it might be both.'

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with the spider in question…

'Alien robots, mutant turtles, a giant talking rat… Who would've thought that saving a kidnapped teenage girl and her dad would be the most normal part of my night?' Spider-Man didn't waste any time as he webbed a line that attached to the bottom of the helicopter while it was in mid air, and he was quick to climb his way onto it "Hey how's it going, is this the flight to Cancun?" he was met with a Kraangdroid opening the door and shooting at him, forcing him to web himself to the bottom of the helicopter 'Oh just great, for a second there I thought this was gonna be too easy for me.' so he gritted his teeth, and with one swift movement of one arm he managed to web the Kraangdroid in the face, yank it out of the helicopter and send it hurtling to the ground, though that didn't stop it from firing a few lasers that knocked the helicopter off balance, which ended up sending April falling out of the helicopter and hurtling towards the ground "Dammit!"

"Spider-Man!" Kirby looked at him from within the helicopter and gave a sad smile "Whatever happens next, please just save my daughter. She's all that matters to me."

"...Okay. You can count on me." Spider-Man gave a simple nod, then dove down and caught April in his arms before webbing a line to take them to the ground safely "It's okat, I've got you. Are you alright?"

"Yeah I gues, but… dad…" April looked up and watched as the helicopter disappeared from their view, taking Kirby with it.

"I'm so sorry. He looked me in the eye and told me to save you. I promise you, I'll do everything I can to help you find him. And so will the others. Especially Donnie."

"Th-Thank you…" April glanced back down at where the Turtles were continuing to fight off both Snakeweed and the Kraang "So… are they some kind of friends of yours?"

"Partners as of about two hours ago, temporarily at least- Wait, are they- They're leading him right to the power generator, and he's pulling out a few of those throwing stars, made of metal, when he's standing on top of a ridiculously huge power generator."

"Is… Is that gonna be bad?"

"Honestly it sounds like something I might come up with, so 50/50 chance. Either way I'm going down to help, you stay up here where it's safe." and so Spider-Man webbed a line and promptly swung his way down onto the scene "You guys got this covered or do you need somebody to help you mock him? Because that's pretty much one of my specialties. Seriously, you have no idea how heavily my fighting style relies on annoying people into making their own mistakes, or how often it actually works."

"Just direct some fire towards the generator." Leo told him from where he was in the middle of mocking Snakeweed "Then it'll take the rest of it from here."

"That I can do. Hey Stormtrooper rejects, get a load of this one!" Spider-Man latched onto one of the Kraangdroids using his webs and swung it directly into the generator, causing it to electrocute Snakeweed to the point where he was nothing more than a charred husk, right before it exploded and scattered various blood-covered plant parts everywhere "Okay, that… was a lot more brutal than I was expecting."

"Forget about that!" Donnie rushed up onto the scene and stood by April defensively "Let's just get her out of here before more of the Kraang show up."

"Now that I can do." so Spider-Man webbed a line, with the Turtles and April grabbing onto it, and they all swung away from the scene.

When the smoke cleared, the remaining Kraang soldiers looked around, only to find that the Turtles, April and Spider-Man had fled from the scene "Kraang, the ones in this place are not in this place where they were."

"The ones are known as Turtles and Spider-Man. They are dangerous to what we are doing in this place, as well as in other places."

"Yes, Kraang is aware of this. The Turtles and Spider-Man must be eliminated, from all places."

What none of them noticed was that in the center of the charred form of Snakeweed, his visible heart suddenly began beating again.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

A short while later…

"Well that's all we can do for now." after fleeing the Kraang hideout, Donnie and the others did what they could to help April get settled "Are you gonna be alright from here on out?"

"Given everything that's happened, I guess I could be a lot worse." April let out a sigh "My aunt told me that I can stay here as long as I want, but I'm gonna feel a lot better about everything as soon as I track down the creeps that took my dad from me. Depending on how long that is, I might end up having to start a new school once Summer vacation is over."

"Oh really? Which school?" Spider-Man gave a raised eyebrow.

"Probably Midtown. But still, I'm gonna do whatever I can to find my dad."

"But won't the police help?" asked Donnie.

"Yeah well, funny thing about that. When you try to tell them that your dad was kidnapped by some kind of slimy alien brain squids in robot bodies, they don't really take you as seriously as you would like. I mean given everything that's happened revolving around you…" she jerked a thumb over at Spider-Man "One would think that they'd at least be open to it. The only one that even bothered to listen to it was some Captain Stacy."

"Oh. Well whatever happens April, I promise you that I'm not going to rest until we find him and bring him back to you."

"That goes for me too." Spider-Man pulled himself to his feet and stood alongside them "I told you before, I'm going to do everything I can to help you get him back. All of us will, that's something you can count on."

"Exactly."

"Thank you, but it's not your fight." April looked down, only to feel Donnie gently gripping one of her hands.

"Yes it is our fight, at least now it is." Donnie gave her a reassuring squeeze of her hand, only to start blushing when she smiled at him, but he quickly composed as he gave her one final wave and departed along with the others.

It was only as they made their way to the rooftop that Spider-Man stopped in his tracks, which prompted the others to do so "You know, it's kind of funny. In a painful sort of way."

"What is?" asked Leo.

"I spent the last year living by the philosophy that with great power comes great responsibility, doing everything I could to protect this city and help people in any way I knew how. All this time I thought that meant I had to fight my battles alone, that anyone else that tried to get involved or help me in any way would end up being killed, or suffering something just as bad. I've seen it happen to a few good people, and I didn't want that to repeat itself. But not long ago, a very wise person, the only woman I could ever think of as a mother, told me that I shouldn't have to take on all of my burdens alone, and despite my best efforts, after everything that's happened tonight, it's starting to sink in."

"So what, you gonna go somewhere with this?" Raph shot him a raised eyebrow.

"What I'm saying is that, me fighting alone has saved a lot of lives up until now, but other people have suffered because of poor choices I've made alone too. Maybe if we stick together, me with the four of you I mean, we'd be able to protect the people of this city from the likes of the Kraang, or any other threat that shows itself. That way people wouldn't have to suffer anymore."

"So what, we're supposed to start calling ourselves your Spider Friends or something?" Raph let out a loud snort.

"No way, that's been done already. Maybe just stick to what we said earlier: Partners. At least until the Kraang are brought down."

"Aw yeah, now that's what I'm talking about!" Mikey suddenly pulled Spider-Man into a hug "I say welcome to the good times, hanging with the ninjas bro! Booyakasha!"

"Yeah, that uh… that sounds pretty nice. I look forward to working with you."

"And we feel the same way." Leonardo bowed to him "Partners."

"Right. Anyway I'd better get going, I've got a life to live outside of the mask after all. But the next time the Kraang show up, or any other supervillains that want my head on a pike, I'll be there to give you guys a hand."

"So we'll meet up soon."

"I'll come to you guys. I know where you live after all." and with that, Spider-Man webbed a line and swung away into the night sky, leaving the Turtles to return to their Lair.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

A short while later, at the Lair…

"I see." Splinter gave a small smile of approval as he heard of the night's events "I must say that I am impressed Leonardo. You proved yourself to be quite the effective leader even under the most difficult of circumstances."

"Thank you sensei." Leonardo promptly bowed to him "And I think I was finally able to figure out the reason why you made me the leader of our team."

"Oh? And why is that?"

"Because you sensed inside of me the spirit of a true warrior that has the potential to forge all of us into the heroes that we are destined to become."

"No."

"Wait what? Then why did you make me the leader?"

"The reason is because you asked me to make you the leader."

"...Wait, so that's it? But you seemed so sure that you made the right choice, like how you were so sure that we could trust Spider-Man?"

"There are two lessons to learn from this my son. One, there are times when the best way for you to defeat your enemy, or even to prevent one from becoming your enemy, is to make them into your friend. Two, as a leader you are going to learn that there is no right and wrong. There are only decisions to make. You must make your choice, and then accept the consequences, whether they be good or bad."

"So that means you could've chosen any of us?"

"Yes."

"You could've even chosen Mikey?!"

"No no no, that would've been wrong."

"Hey everybody get out here!" Mikey's voice rang throughout the lair "We totally just made the news!"

"...This does not bode well."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

And now for this…

"A report of, get a load of this one, ninjas in New York. What, you don't believe me? Well after there were a few residents reporting disturbances, many of which involved a series of complaints about Spider-Man's activities, the police were able to recover this." and cue a picture of a shuriken with a certain clan symbol in the center of it.

"Holy shell!" Mikey shared a look of pure excitement with the others.

"From the news crew here at Channel 6, this is Carlos Chang O'Brien Gambe saying good night and, hiya!"

"This is so awesome, we're totally gonna be famous!"

"That is not a good thing." Splinter told them firmly "You must be more careful. The most powerful weapon to a ninja is the shadows, and the most important rule of the ninja is to maintain secrecy. Being brought out into the light is a dangerous thing."

"Hey come on sensei, it's just one little news story." Raph waved him off without a care "What's the worst thing that could happen?"

Famous last words Raphael, famous last words.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Morning came, and the sun was just rising over the skies above Queens.

'So much for what could be half a paycheck.' Peter sat on the couch in his living room looking at a stack of photos in hand, many of which contained images of the Turtles, which he promptly ripped into pieces and then stuffed into the trash 'But I already made that mistake once, and I'm not going to let it happen again. I'll just find a way to make back the money I just lost. Knowing the kind of Mr Personality that Jameson can be, that's easier said than done.'

"Peter dear, what are you doing up so early?"

Peter glanced over to see May making her way down the stairs "Oh hey Aunt May, I got up a little while ago to use the bathroom and I couldn't get back to sleep, so I just started sorting through some pictures I took for the Bugle yesterday."

"I told you last night Peter, this is your vacation and you need to take some time to rest. You try and work yourself too hard and you'll just end up burning yourself out."

"I'll remember that." Peter let out a sigh "I've been doing some thinking too. About the other stuff you said to me last night."

"Which part is this?"

"The part where I don't have to shoulder all of my responsibilities alone. It's… it's starting to sink in a little bit. Maybe a little bit of help with a few things here and there isn't as bad of a thing as I had first thought it would be."

"Well I'm glad to hear it. Nobody does anything without help Peter. People have opened doors for me, and the time will come when there are those willing to open doors for you. It doesn't make you any less of a man or a person to walk through them. You're so much like Ben. Sometimes you just have to swallow that Parker pride and accept that you're human, just like the rest of us down here."

"...I'll keep that in mind." Peter gave a small smile as he was drawn into a heartfelt hug, but then his face fell as his mind began drifting again 'And truth be told, given the way things are going right now, I'm probably going to need all of the help I can get. Criminal empires and psychotic businessmen with superhuman powers are one thing, but alien robots with tech more advanced than anything I've ever seen, that's a whole other level. I guess I should've listened to Captain Stacy back when I had the chance. He said that by taking down one criminal mastermind I had created a power vacuum in the criminal underworld, and that nature abhors a vacuum. I didn't think much of it at the time, but then the Green Goblin showed up again, and I know all too well how that turned out. Now that he's gone, the vacuum is being filled again, this time by the likes of the Kraang, and god only knows what else is going to show itself. I had a bad feeling that things are about to take a turn for the worst.'

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, in Japan…

"A report of, get a load of this one, ninjas in New York. What, you don't believe me? Well after there were a few residents reporting disturbances, many of which involved a series of complaints about Spider-Man's activities, the police were able to recover this." and cue a picture of a shuriken with a certain clan symbol in the center of it.

"Stop. Rewind that image." a deep and low voice full of malice gave the command, and he studied the image intently as his gaze hardened with quiet fury "That symbol… it represents the Hamato clan. So it seems that my old enemy is in New York, and he's training his own army. At last the time has come, I can finally finish what I had started so many years ago. Prepare my jet." that one simple command sent one of his men on their way, while he pulled himself to his feet and placed a large metal helmet over his head "The time has come for the Shredder to pay a long overdue visit to an old friend…"

A/N:

Hi everybody, and welcome to my second official crossover story. For those of you that know me, you'll know that I think every Spider-Man TV series has at least one good thing going for it, and that I'm actually quite fond of Ultimate Spider-Man. The Spectacular Spider-Man however, well that's a little bit more complicated. Don't get me wrong, I don't object to any of the praise it gets. But with that being said, the fact that it ended the way it did, with it being on a very unsatisfying cliffhanger, well that in itself has left a bad taste in my mouth (Peter not getting the girl in the end being the toughest pill to swallow), which was quickly reignited now that I'm going back and rewatching it. I tried to fill this void by finding various continuations of the series through fanfiction (I personally recommend Web of the Heart by ClassicCartoon27, and the series of stories by DragonWarrior06), but eventually the point came where I decided to write my own.

In principle that seemed simple enough, but in practice I ran into a problem, because I had no idea how to go about it. The only thing I knew was that I wanted to have Peter and Gwen hook up like they should've. Yeah, in case it wasn't clear when you guys read the summary, this is a Peter x Gwen story. Sorry to those of you that want him with Liz, Black Cat or MJ, but this is the way it is. Don't get me wrong, I don't have anything against these pairings and I know that MJ is pretty much the main when it comes to being the love interest for Spider-Man (and I do ship them in just about every other continuity), but as far as I'm concerned, the Spectacular versions of Peter and Gwen were meant to be together, and that's how it's going to pan out, but it's not going to be easy. I've got a lot planned for them.

But going back to my main point, aside from basic continuation fics for Spectacular, I also grew fond of various crossover stories as well (probably the best of which being CONTEST OF CHAMPIONS by ABOOK5117), and so I was inspired to do my own crossover/continuation story. The first idea didn't pan out, and since I'm more or less on a TMNT craze at the moment, I figured why not see how the two franchises could blend together in a story like this? As it turns out, in concept at least, they work together really well. And since the 2012 series was what got me into TMNT in the first place, I figured why not go with that one? Anyway here's the story, and I hope all of you enjoy it.