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.

6. Mad Scientists and Mutagen

(Mad Scientists and Mutagen)

Superjoeyf721: I can't really confirm or deny anything about MJ being an Oracle, because really I have no idea what that means. Spider-Man training with Splinter and the others is an interesting idea, but I don't want to spoil anything just yet. I actually did hear about that whole concept from the comics about him and Shang Chi creating his own fighting style, it's a pretty interesting idea, too bad we've never seen it adapted into any TV shows or movies. Yet.

Guest: Yeah, I thought MJ and April being cousins would be a fun idea to include, and it helps to further establish connections between the two series, something I plan to do further as I delve more into the story.

Spectacular Webhead 11: Thanks, I'm glad to see you liked it. April and MJ being cousins was just an idea that I thought would be fun to include, so I decided to go with it. Of course we're going to be seeing Casey Jones, seeing how this is a Ninja Turtle story as well as Spider-Man, but it's not going to be for awhile, at least until the events of the second season, and we've still got a ways to go before then.

Guest: Don't worry, I'm going to have April and MJ meet up with each other soon enough, but keep in mind that April hasn't told her about the Turtles and MJ hasn't told her about Peter being Spider-Man, so that has to be taken into consideration. As for Peter and Gwen, that's going to be a little bit more complicated. You'll see what I mean in this chapter.

Cckgreen: That definitely is an interesting idea, and I do plan to include certain… elements of that later on. You'll see what I mean when we get there.

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Things were relatively calm in the lair, though of course that wasn't going to last.

"So remind me again." Raph stood at the edge of the subway tunnel outside the lair, brooding to himself as he glanced over to where Leo was meditating "Why the shell are we out here instead of training with Splinter right now? Seriously, I'd rather be in there kicking Donnie and Mikey's shells than just sitting on my butt out here waiting for… what are we doing again?"

"We agreed to help Spider-Man test out some new gear he was working on." Leo told him as he pulled himself to his feet.

"And we're doing this over training? Seriously, I'd rather take Randori and Seoi Nage than deal with any more of his crap."

"Are you still sore that he scared you with that suit of armor that looked like a giant cockroach and threw you into a wall?" Leo was met with a low growling noise and promptly dogged a lunge attempt "Asked and answered. Anyway we agreed to this because whether you like it or not, Spider-Man is our comrade and ally against the Kraang. We all need to be in top form and be prepared to face our enemies, and understanding each other's strengths and weaknesses is a very important part of that."

"Yeah yeah, whatever." Raph just scowled and went back to brooding "He better show up to this or else I'm shoving my sais up his web holes for wasting our time." he was promptly met with the sound of loud metallic stomping.

"I take it that means he showed."

"You got that right my fellow Space Heroes fanatic." a certain figure made its way out from within the entrance to the Lair, revealing its red and silver humanoid figure with a spider design on the front,, revealing itself to be hovering in mid air, though it quickly appeared to be rather unstable in doing so "Yep that's right guys, go ahead and believe your eyes. You're looking at the new and improved Mutant Spider suit, and it's ready for its first real test drive!"

"So you wanted us to help test your new suit?"

"Yep, I scrounged up some more Kraang tech from that warehouse during the whole fiasco with Metalhead, and I used it to make some improvements to this bad boy."

"And what about the outer shell that you used for defense?"

"You mean that thing that made it look like a giant cockroach? I got rid of it, and it turns out the thing limited the suit's mobility too much, so I just scrapped that. Though I'm gonna be honest with you, I mainly just put that on there to screw with the angry one." he was met with a low growling noise from Raph "Well you make it too easy dude. Anyway, I still have the material lying around though, so maybe I'll add that stuff back on at some point. But in the meantime, the three of us have work to do with testing this bad boy and-" and then a sudden burst of the jets on the bottom of the suit sent him hurtling into the roof of the tunnel, and then slamming into a series of walls and unleashing a series of energy blasts that forced Leo and Raph to go on the evasive, before he finally crashed to the ground with a loud thud and pulled himself onto his feet, then took a look around at the damage "Uh… Of course as I said, the improvements are still in progress."

"Give me a minute, I'll carve some more improvements into your skull!" Raph let out a snarl as he charged forward, only to be stopped by the Mutant Spider grabbing him by the head and leaving him to be held back by Leo, before he took a moment to get himself under control, at least to a certain extent.

"I know that little display just now… left a pretty fair amount to be desired, but all in all I think that if nothing else, we've seen what it's got in raw power."

"You nearly took our freaking heads off!"

"I doubt you'd be complaining if you were the one doing it."

"Okay for the record, that point is more than likely true." Leo promptly dusted himself off and let out a sigh "But at the same time, from a first glance it seems to have all of the same problems that Metalhead did before."

"You mean going nuts and trying to kill you?"

"Pretty much yeah."

"And that's exactly why I'm doing what Donnie didn't, testing it and working out any of its problems."

"It's got a lot of them without a doubt. If you go into the field like this, it's completely going to throw everything off."

"Which once again proves my point about the testing and the trial and error needed to get it just right."

"Hey guys!" this was when Mikey suddenly bolted out of the Lair holding a certain object in his hand "Did you see these things Donnie made?"

"You mean those custom cell phones he made for you guys so you could keep in contact with each other over long distances? Yeah, technology really boggles the mind doesn't it?"

"Just check it out, I'm calling them the T-phone."

"Donnie was already calling them that."

"Yeah but I wanted to name them that, naming stuff is my thing."

"...Yeah okay, you do you man. So where is Donnie anyway?"

"Oh Splinter is in the middle of trying to teach him how to fight without thinking by tricking him into thinking he's gonna do Seoi Nage and beating his shell into the ground."

"Uh huh. Anyway I already know, I offered a few ideas when he was making them. He even made one for me." he held up the item in question, which looked like a typical cell phone, only it was shaped like the T-phones, but had a red and blue color scheme with black webbing along it, similar to his Spider-Man suit "You wanna take a crack at naming this or should I just tell you-"

"The Spider Cell, I'm calling it the Spider Cell! Trademarked it, named it, called it, that name came from me!"

"Uh huh. Well it's still better than the actual name, so I'm gonna go with it. Anyway you're just in time, we're in the middle of testing out the new additions to the armor. You wanna help out with that?"

"What do I have to do?"

"Well now I know what needs to be improved on with its overall mobility, so now I'm gonna see how the Friendly Neighborhood Mutant Spider armor works in a real fight."

"So you want us to beat the crap out of you in that thing?" Raph gave a smirk as he tightened his grip on his sais "Okay, suddenly this is turning out to be a lot more fun than I thought it was gonna be."

"Go ahead and mock me now, but I've got all sorts of Kraang tech in this armor that I can use to blow you halfway across the city if I want to. The fact that I can say stuff like that around you guys so casually actually feels kind of good." on that note, Spider-Man pressed a button on the forearm of his armor, causing four mechanical spider legs to burst out from the back of the suit "And so does that."

"This might be a little bit much." Leo glanced up rather nervously "You might wanna hold off on doing that until you've learned how to use the armor properly."

"What do you think stuff like this is for anyway? Now let's do this!" Spider-Man prepared to unleash an energy blast, only to be met with a kick to the head from Raph that sent him crashing into a wall "Ow… You know that was kind of a cheap shot."

"So what, we're ninjas, we're not supposed to play fair." Raph shot him a smirk "Plus it's a load of payback, it helps me on the inside. Besides, I doubt you'd be complaining if you were the one doing it."

"Turning my own words against me. Are you sure you're not a politician? Anyway the outdated jokes can wait for now, get a load of this!" Spider-Man prepared to pounce forward, only to be sent hurtling back and then crashing into another wall "Ow… Okay, somehow I imagined that going a little bit differently. Okay, a lot differently."

"What, is the big bad superhero gonna go down that easily? Here I thought I was gonna get to have some fun."

"What, you think one blindside attack is gonna be enough to take me down? Go ahead and try it Mr Personality, I'm just getting warmed up, now step aside and let the others take their turn here."

"No chance in hell, they can have their shot after I'm done mopping the floor with your sorry pasty hide!" Raph gripped his sais and charged in again, only to be met with a quick burst of energy that sent him flying back into a nearby wall.

"Way to handle it like a pro Jockstrap."

"So what, I'm just getting started!" Raph charged in again, only to receive an uppercut to the jaw and a roundhouse kick to the chest that sent him crashing into another wall "Ow…"

"Well all things considered, I'd call that a wrap on the field test. And speaking personally, a pretty sizable amount of catharsis by proxy. As for the suit itself, it could be going a lot better. I've got a lot of work to do before this thing is ready for a straight up fight. I still can't even control it well enough either."

"What are you talking about? Raph didn't touch you in that thing." Leo pointed out.

"He didn't have to, take a look around." he gestured around to the damage to the tunnel around them "That in itself is probably gonna take me at least an hour to fix. Lucky for me I used some of the Kraang tech I recycled to build some welding gear."

"I thought you wreck stuff in your fights all the time."

"Yeah but that's mostly when I'm using my surroundings against my enemies, not when I can't even control my own gear. There is a difference. Anyway I'm gonna head over into the lab and take this thing off, grab some welding gear and fix the tunnels. Thanks for the help you guys."

"Yeah sure, whatever." Raph just waved him off as he and Leo promptly made their way back into the Lair, leaving Spider-Man alone with Mikey.

"Alright you go ahead and do you, I'm gonna head back into Donnie's lab and stash away the suit for now, then get my suit back on."

"Why don't you just take it off here?" Mikey shot him a raised (non-existent) eyebrow.

"Because I don't have my suit on in this thing, there's a pretty fair chance that the mask alone would be enough to suffocate me."

"Yeah no I get it, I mean why don't you just take off the suit here?"

"Because if I did then you guys would see what I have underneath my mask, and I'm pretty much trying to avoid that."

"What's so wrong with that?" that was enough to make Spider-Man stop in his tracks "Don't you trust us dude?"

"It's… It's not that. It's not entirely that at least. I know you guys mean well and we're working together and all, but there is a reason why I wear a mask. A wise man once said that if my true identity was revealed, everyone that I care about would be in constant danger. He said that a man who wears a mask may not have something to hide… but something to protect. For me, it's the people that I care about and want to keep out of danger."

"That doesn't mean you gotta do it alone dude. I get the whole secrecy thing, that's kind of the whole point of being a ninja, but that doesn't mean you can't trust your friends to have your back with the hard stuff. Like us." he gave a smile.

"Yeah well, the last time one of my friends found out who I was under this mask… the girl that I love almost got killed." Spider-Man's tone held a certain bitterness to it, taking Mikey aback a bit, but then he let out a sigh "Anyway that discussion is over for now, I'm gonna head back into the lab and get out of this thing, and then I'm gonna grab some of that welding gear and focus on patching up the tunnels." and so he promptly made his way back towards the Lair and entered the lab, shutting the doors behind him, and he let out a sigh as he stepped out of the armor, revealing the face of Peter Parker, only to conceal it once more as he placed his Spider-Man mask on over his head 'Okay that wasn't entirely accurate, technically the last one of my friends that found out my secret was MJ, and that's actually working out pretty well so far. But yeah, the memory of what happened at the Thanksgiving Day parade has haunted me pretty heavily over the past few months. How the hell could it not? Not only did my oldest friend become Venom, he tried to kill Gwen just to spite me. I still have to wonder how things between me and Eddie got so bad so fast. Hating me is one thing, but hurting Gwen… that right there is where I draw the line. Now that I think about it, there's been a lot of cases where my enemies try to do that to her for one reason or another. I mean she's almost been caught in the crossfire a few times even when they didn't really register her there to begin with, but then there's the time with Venom, or the Master Planner… Stuff like that makes me think it's for the best if I keep my distance from her. Well, that and… other reasons… like Harry. Still though, I'd be lying if I said that I didn't miss her like crazy. I haven't seen or spoken to Gwen in about a month and a half now, and I can't help but wonder… what's she up to right now?'

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Meanwhile, with the blonde love interest in question…

"So now do you understand?" Miles Warren stepped away from the microscope and glanced over at where Gwen was working at the computer nearby "What Dr Connors didn't understand was that the nature of science is about more than just expanding upon the connections that already exist. It's about exploring every avenue of new possibilities, understanding how the world works and not being afraid to remake it in the image that you see fit. So what do you think Miss Stacy?"

"It sounds… ambitious to say the least." Gwen let out a nervous chuckle as she glanced over at a dark-skinned woman skimming through files in a nearby cabinet "You just have to know where to draw the line, right Deborah?" she received no response "Uh… okay, good talk." she let out a sigh and turned back to the computer in front of her 'Yeah, it took a few months of being alone with the two of them to realize that neither of them are really great at holding conversations, so that's no fun. It was already sad enough when the Connors family moved to Florida, then at the end of the year the internships were canceled, but I got a paid position here at the Lab… but that was mainly because Peter backed out. What hurts more is that was the last time I saw him, and that was over a month ago. It was bad enough that we couldn't be together like the two of us had agreed, but I couldn't just turn my back on Harry… not when he had already been through so much and just lost his dad. But still, with Peter… I miss him. I really do. I mean there isn't anything I want more right now than to just run over to his house, hug him tight and never let him go. Aside from all of the drama though, it seemed like Dr Warren was really in a hurry to get rid of him before-' her musings were cut short when she noticed something "What the?"

"Is something wrong Miss Stacy?"

"I'm… not sure actually. I was organizing your archives like you asked, but these files here… If you don't mind me asking Dr Warren, why exactly do you have a file titled Oscorp Experiments in here?"

"Oh. That. Truth be told I had done some work for Oscorp some time ago, nothing that you need to be concerned about."

"But then why do you have folders titled Kravenoff, Mark Allen and the like? Why would you need to have-" Gwen cut herself short when she saw the dark gleam in Warren's eyes.

"I can assure you Miss Stacy, that won't be necessary. Now I'm afraid I'll have to ask both you and Miss Whitman to step out from my office for a moment. I'll be expecting an important call from a significant financial backer that I can't miss, and is about private business."

"...Right, sorry to bother you with that." so Gwen promptly followed Deborah out of the office, though she frowned to herself as she did 'Okay, if I didn't think that something was off about this guy. He did seem rather eager to get started on his own experiments pretty much the minute the Connors left, not to mention the way he basically ousted Pete before… It's like he was trying to get rid of them. I'm gonna have to take a closer look at this when I can, then maybe talk to Pete about it and get a second opinion.' then she let out a long sigh 'Pete… I can't help but wonder, what are you up to right now?' she pulled out her phone and pulled up her contacts, and with a deep breath she dialed a number.

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Meanwhile, at the Lair…

"Okay, that's better." Spider-Man let out a sigh as he made his way back into the lab with a slice of pizza in hand, only to find Donnie and the guys looking over something on the table "So what are you guys doing?"

"Oh nothing, they're just mocking the superior thinker." Donnie told him nonchalantly without looking up from where he was working on something.

"Translation?"

"I'm working on my master plan."

"Uh huh. What's this master plan of yours for again?"

"It's to get April to hang out with me." he was met with a few snickers from the others "I still don't see what's so funny about that."

"Maybe because you're putting so much effort over this." Leo rolled his eyes "Why don't you just try asking April if she wants to hang out with you?"

"See it's not as simple as that Leo, I have to prepare for every possible response if I want to maximize the chances of this plan being a success."

"Huh. You know that would be kind of impressive if it didn't make you look kind of like a stalker." Spider-Man noted dryly.

"For example, if April says that she can't hang out because she has to do homework, then I will take the opportunity to suggest an informal study session and serve healthy snacks that can help to stimulate the brain."

"Well what if she says she can't because she thinks you're a total nerd?" Raph shot him an unimpressed look.

"Ah see, that's this yellow thread right here. In that event, I'll be listing many of my qualities that don't contribute to nerdiness and suggest activities that highlight how cool I can be, such as skateboarding or wrestling with sharks."

"Uh huh. Follow up question." Spider-Man raised his hand in a comical fashion "What are you going to do if she sees this and is totally creeped out by it?"

"In that case… huh. You know I don't think I have a thread for that one."

"You might wanna think that one through pretty fast, she's coming right now."

"Wait what-"

"You guys!" this was when April rushed into the lab with her laptop in hand, prompting Donnie to flip his flowchart over so she couldn't see it.

"Uh, hey April how's it going?"

"I found something that you guys have to take a look at." she set down her laptop and opened up a certain video for them to see.

"The renowned neurochemist known as Dr Tyler Rockwell has been reported as missing. I myself spoke with Rockwell's colleague, a man by the name of Dr Victor Falco, and heard his story regarding Rockwell's disappearance."

"I hadn't heard from Rockwell in days, I grew concerned so I stopped by his lab. The place was a mess and there was no sign of him. I can't help but fear the worst."

"The police say-"

"That we'd better get to the bottom of this before they do, otherwise chances are they're gonna end up right at the doorstep of the Kraang." Spider-Man's gaze hardened underneath his mask as he glanced over at April and the Turtles "You guys thinking what I'm thinking?"

"It's not that hard to figure out." April gave a simple nod "The Kraang have been going around kidnapping scientists from all over the city, including my dad. I think there's a pretty fair chance that's what happened to this Rockwell guy."

"Maybe, but there is the chance that they're not connected to begin with. But if the Kraang are involved, we want to keep anyone else from getting in too deep or else they might end up right at the Kraang's doorstep. Frankly the less people getting involved in this for now, the better for them and for us."

"We don't know for sure if the Kraang are involved, but there's only one way for us to find out for certain. We should head over to that lab and look around."

"In that case let me load up my web-shooters and-"

"You know what April has a point, we should go check that out. What's that, the rest of you are too busy to do it? Alright then April, I guess it's just gonna be the two of us. I'll see the rest of you guys later." so Donnie promptly ushered April out of the lab, giving the others a thumbs up as he did so.

"...Okay then, one large pizza with double pepperoni says that he has that somewhere on that chart of his too. Anyone wanna take that bet?"

"I will." Leo promptly flipped over the board and revealed the chart, and his eyes widened at what he saw "Holy mother of shell, it is. Not gonna lie, that's kind of spooky."

"But at the same time, kind of impressive, if a little bit stalkerish. Well anyway, if the two of them are gonna be checking out that lead, I think the rest of us oughta try and figure out what the Kraang are gonna target next, or really who I should say."

"And what do you have in mind for that?"

"I've been compiling a list of the most well known scientists in the city, trying to narrow down who the Kraang are likely to go after next." he pulled a notepad out from within his suit and placed it down on the table in front of them "We know that so far the Kraang are responsible for most of the disappearances over the past few months, if not all of them, since the aftermath of my fight with the Green Goblin."

"Yeah we know, the disappearances started about a week or so after that was dated."

"So if nothing else, we have a place to start. Since then the most prominent names of those that got taken by the Kraang are people like Isaac Delaney, Jonathan Ohnn, Spencer Smythe, Herbert Landon and Mariah Crawford, just to name a few of them

"So which prominent scientists are left?"

"Well at the moment there's Professor Aaron Warren, a teacher at Midtown High, his intellect is not reflected by his paycheck. Others I don't really have too much to say about include Miles Warren and Farley Stillwell… and then there's Dr Otto Octavius, alias Doctor Octopus, alias the Master Planner until I kicked his eight-legged butt and sent him back to prison."

"Right, you mentioned that part before." Leo glanced down at the notepad "Wait there's another one you didn't mention here, a Dr Curt Connors?"

"Oh yeah, him… you know the thought of them going after him did cross my mind."

"You know him?" asked Mikey.

"...Let's just say that I have some history with him and his family and leave it there. As for Curt Connors himself, he's actually the top bio-genetic scientist in the whole country."

"So what then, you think that guy is the one the Kraang are gonna go after next?" Raph shot him a raised non-existent eyebrow.

"I wouldn't count on that right now, Connors and his family actually moved to Florida about two months ago. Probably for the best they left when they did, I can only imagine how bad it would be if they got caught up in all of this stuff with the Kraang. Anyway, now that he and his family left, Miles Warren is the head scientist at ESU."

"Which means they'll probably target him too." Leo frowned in thought "You think they're going to go after him next?"

"Hard to say, but I would definitely put him on the list of targets. So not only would he be a target, but that would make anyone else there a target by extension… including Gwen. Oh yeah, and all of the genetic research that Warren and the Connors might have had there. I had better check that out when I get the chance. Great, now I'm gonna have to face Gwen for the first time since the funeral. Except she won't know it's me. Either way this is gonna suck. Can this get any worse?' Spider-Man received his answer in the form of his phone ringing "Ask a stupid question and the universe decides to kick you in between the legs."

"What's that?"

"Nothing, I just have to take a personal call. I'll talk to you guys later." and so he quickly ushered his way out of the lab, and then out of the Lair entirely.

"Okay, time to train then." so Leo and Raph promptly started making their way towards the dojo, only to notice that Mikey wasn't following them "Mikey come on, aren't you coming?"

"Uh… you bros go ahead without me, I'm gonna go grab some pizza." so Mikey promptly took his leave, in the same direction that Spider-Man went, with his brothers just rolling their eyes as he did.

"Yep, that figures. Let's just hope he doesn't roll around in it on the floor again."

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Meanwhile, at the ESU lab…

"I was expecting this call, and I have the results you've been seeking." Warren held up his cell phone to his ear as he looked at the flash drive in his hand "Right here I have the results you were seeking. The formula is easy enough to electrolyze 0.02 volts for a total of three seconds, with the result being an increase in cell division. That was as close as I was able to come to the adaptation of Dr Connors' own Mutagenic serum to mammalian DNA as I was able to come without a proper subject to test it on, the results of which I'll send to you shortly. That should provide substantial support for the alteration of your own Mutagen. You've shown me the results of using your Mutagen to mutate humans with traits of an entirely different species to turn them into something else entirely, and these additions will allow you to alter it to combine the traits of multiple species into one, so that should produce some interesting results. Then there's the notes left behind by one Dr Octavius on creating super-mercenaries using sub-dermal armor. Those theories were sound, but the method he used involving the sub-dermal particles being introduced into the system of the subject resulted in the lab accident known as the Sandman. Yes yes I know that you requested that I use the same method, which I only did in order to gauge the effects of your own Mutagen. The key is the usage of nanotechnology, a simple infusion of microscopic nanobots and the particles can be evenly distributed throughout the subject. I have the evidence to back up this claim as well, I had a rousing success with the creation of Molten Man, even if the subject himself turned out to be a terrible disappointment." he glanced over at the window of his office to see a head of blonde hair poking out, and he frowned slightly "I'm afraid we'll have to cut this meeting short, it seems that I have something I'll have to take care of before it gets too out of hand."

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Meanwhile, outside the Lair…

'Well, time to do some quiet brooding…' Spider-Man frowned underneath his mask as he sat perched on the top of one of the newly-repaired subway tunnels 'The welding gear made from the recycled Kraang tech actually turned out pretty well, so at least now I've got some time to think to myself before I have to head home. The guys had a point though, Connors probably would be the prime target for the Kraang to go after if they want scientists. But he and his family moved to Florida, so that should put them out of the reach of the Kraang, at least for the time being anyway. But then again, without him there, Dr Warren, the one at ESU, probably would be the most likely candidate for the Kraang to target next, or Professor Warren. Wow, without knowing the two of them individually makes this sound kind of confusing. Well either way I think that's enough brooding for now, I better check my messages, make sure that MJ and May are okay at home.' so he pulled out his cell phone (his personal one, not the Spider Cell) and pulled up his messages "Alright, what does life in store for Peter Parker this time?" and so he pushed the button.

"Hey Peter. It's me." the sound of that voice was enough to make Spider-Man drop from the roof and fall to the ground in shock.

"Gwen…?"

"Look, I wouldn't be surprised if you didn't want to hear from me right now, but if you do get this message, then please just hear me out. It's Dr Warren, the one at ESU. He had me sorting his files earlier, but I came across something that, well he says he used to do some work for Oscorp awhile back. He's got folders marked for people like… he has one for Mark, and for that animal guy that Spider-Man fought, Kraven I think his name was. Plus he… he had a folder for Mark, as in Mark Allen. I think Dr Warren might be part of what happened to him. I'm gonna go ahead and see if I can find out more about what he's up to, and then I'll call my dad, but you… you're the one who's been taking pictures of Spider-Man this whole time, so that must mean you know him right? If you get the chance, tell him about this. If Dr Warren really is playing a part in making these guys that want to take Spidey out, then he needs to know about it. Please Peter, this is urgent. And maybe… maybe afterwards we can talk. About everything."

"...Wow." once the message ended, Peter breathed a deep sigh as he placed his phone away and sat down on the ground 'Okay, that's a lot of stuff to process all at once. Aside from the fact that it's the first time I've heard her voice in weeks. God missed hearing her voice. Then apparently she finds out that Miles Warren, the guy who basically replaced Dr Connors at ESU, might be creating supervillains that want to kill me, and now Gwen's working for that guy and… Wait a second, did she say she was gonna go and try and find evidence? CRAP!" and that proved to be more than enough incentive for him to take off swinging down the subway tunnels as fast as he could, his mind racing 'Please for the love of god, let me get there before Gwen gets in too deep and ends up getting herself killed! If anything happens to her… \ No stop thinking about that right now Peter, you need to focus. Gwen needs you, and you're gonna be there for her, whatever it takes." and so he continued web slinging.

What Spider-Man didn't notice was that Mikey was watching the whole scene take place from the entrance to the Lair, and he promptly took off running down the subway tunnel himself as he pulled out his T-phone, grinning to himself as he did so 'Huh. Peter, so that's his name… I had always figured he'd be more of a Steve or something.'

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Meanwhile, at ESU…

"Alright, I believe that's enough of that for one night." Warren stepped out of the office and closed the door, leaving it unlocked as he glanced over to see Gwen sorting through a nearby filing cabinet with her back to him "You know it can be so easy to lose track of time when you become engrossed in something, wouldn't you agree Miss Stacy?"

"What? Um, yeah that does sound pretty familiar." Gwen spared him a quick nervous glance as she tried to compose herself and looked over at the clock "I didn't realize it had gotten so late already."

"I rest my case. Anyway I think I'll be heading home for the night. Try not to stay here too late yourself, I doubt a certain police captain would be too fond of that."

"I'll keep that in mind. Goodnight Dr Warren." Gwen forced on a smile as she watched Warren make his way out of the lab 'Part of me feels like I'm going to regret this. The rest of me knows that I can't just leave well enough alone, especially if it turns out what I think about this is really true.' so she promptly made her way into Warren's office and over to his computer as she pulled a flash drive out of her pocket 'I thought I was gonna need this at some point today, just not for finding evidence of potential criminal activity. Alright Dr Warren, exactly what is it that you've been up to? Let's see here… He has files on Sergei Kravinoff, Morris Bench and Mark Allen, so I think I'll start with… Mark.' and so she opened that file as she plugged her flash drive into the computer 'Subject name: Mark Allen. Codename is Molten Man. Commission given by the new Big Man of Crime, aka the Green Goblin, aka Norman Osborn. Method used involves granting the subject subdermal armor, in this case through use of nanotechnology, a simple infusion of microscopic nanobots that will allow for the particles to be evenly distributed throughout the subject, creating a set of subdermal armor that can be activated or deactivated via remote control. So I was right, he was the one who did that to Mark! And Harry's dad was the one that got him to do it in the first place… What about these other two?' she promptly opened the next file 'Subject name: Morris Bench. Codename is Hydro-Man. Commission was given by new benefactors and grant donors at… something called the Kraang? What do they have to do with this? Wait hold on… Method used involves infusion with a series of microscopic granules, both hydrogen and mysterious new mutagenic substance. Side effects: Mutagen has a warping effect on the mind and appears to drive the subject to insanity. So he was the one that created Hydro-Man? He used that guy like a human guinea pig and drove him insane just to test how this Mutagen works? That's just horrible! And what about this one with Kraven? There's a video on it too, two of them, both of them dated… back in December? That was when he first joined the lab. How long has he been doing this?' she pulled up the videos in question and started playing the first one.

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(First video)

"The formula has been electrolyzed." Warren spoke into a recorder as he added electricity to a substance in front of him, then looked at it under a microscope "0.02 volts for a duration of three seconds, which will result in an increase in cell division. Excellent, I've come as close to the adaptation of Dr Connors' mutagenic serum to mammalian DNA as I can come, at least without a test subject to try it out on." it was then that a low growling noise drew his attention, and he looked up to see a lion drop down into the lab through the skylight and wander around in search of something.

"He has been there." the lion was followed by a man with a lion-patterned vest and no shirt (this being Sergei Kravinoff), and his gaze hardened as he took a glance around "Tell me, what is this place?"

"This is my laboratory." Warren then took a look over at the lion "I have to say, that is quite the magnificent specimen. I presume that to be yours?"

"Gulyadkin is the property of no man, the same for any animal." Kravinoff then looked over at a nearby tank containing a certain set of spiders, and he frowned slightly "These spiders, they do not exist in the natural world."

"That's because they were genetically altered to combine traits from multiple species."

"You can do that?"

"I can."

"Then that means you were the one who created the Spider-Man."

"...Yes." Warren stiffened slightly, but he was quick to compose himself "I was the one that gave Spider-Man his powers."

"Powers? Yes, that was how he was able to defeat me, the only reason why he was able to defeat me. Then you give me powers as well."

"You should know that Spider-Man paid handsomely to acquire his powers."

"Is that so?" Kravinoff snapped his fingers and had Gulyadkin stalk over to them "Tell me, why should I pay for what I can simply take?"

"It's simple really, you'll have no idea what I'm doing to you. Would you really bother to trust me if it weren't in my own self-interest to succeed?"

"...You make an interesting point." Kravinoff gave a smirk "You would be wise to make sure that this is worth my while though."

(End of video)

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After the video ends…

'Wow…' Gwen clicked out of the video and pulled up the second one as she took a moment to process what she saw 'So he met this Kravinoff guy as far back as December. Kravinoff, isn't that the name of some famous hunter from Africa? Or was it Russia? Anyway, there's a follow up video here.' and so she clicked on the second one.

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(Second video)

"Here is the last of your down payment doctor." Kravinoff pulled out a briefcase full of money and handed it over to Warren "The rest you shall have once I get what I need, but be warned that if I don't, Gulyadkin will be making the final payment." he gestured to where the lion was slowly making its way towards them.

"Come on now, there's no need for any melodrama." Warren backed away a few feet as he moved to grip the gun he had holstered in his pocket.

"So be it then." Kravinoff snapped his fingers and had Gulyadkin back away, then sat down in a chair as he removed his shirt "You have what I need then?"

"I had the mutagen compounded to your specifications. One more jolt and then it will be ready to be administered." Warren turned a knob and engulfed the vial in question with a small surge of electricity, then placed in a syringe "Now it's ready, and you'll be a new man." he promptly administered the serum to Kravinoff's forearm, but nothing seemed to happen, which led to him being thrown across the room.

"I feel nothing, I have endured days of treatments and still nothing! You dare make the fatal mistake of trying to fool Kravinoff, admit it. You are in league with the Spider-Man, his scent is all over this lab!"

"Just a moment, you said that you can smell him?"

"Of course I can smell him you-" Kravinoff cut himself short when he realized what he said, then looked down as his body began to take on a more animalistic form, growing paws and claws out of his arms and legs as he roared in agony.

"Well, it seems the serum worked as well as I had hoped. I also believe that means you owe me an apology Mr Kravinoff."

"Sergei Kravinoff is no more." once the transformation subsided, Kravinoff stepped into the light and revealed his new animalistic appearance "From now on you may call me Kraven, Kraven the Hunter!"

(End video)

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Meanwhile, in the New York skyline…

'Come on, come on…' Spider-Man gritted his teeth as he continued swinging across the streets of New York in the direction of ESU, his mind racing 'Great, tonight started out as me just testing out a suit of armor made of recycled alien tech, and somehow devolved into me rushing to save the girl of my dreams that's dating my best friend, from a mad scientist that might be responsible for creating at least three of the superpowered lunatics that have tried to kill me over the past year, and who knows how many I don't know about. Now Gwen might be putting herself right in the line of fire, and if anything happens to her… No, I can't think about that right now. I have to hurry. Please Gwen, just don't do anything too reckless before I get there.'

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Meanwhile, at the ESU lab…

'You gotta be kidding me…' Gwen stood in a shocked silence as she processed what she just saw in the video 'He just used this guy as a guinea pig to test out his serum, he's a pathological liar for crying out loud! He even lied about giving Spider-Man his powers… That is, if it actually was a lie. That guy Kraven said that Spider-Man's scent was all over this lab… I mean yeah he's been here before, but only once or twice, during the Lizard incident and when that alien life form got stolen back in November of last year. But who else could… unless he comes here when nobody else is here, or maybe… No, I can't dwell on that right now. There's one more video here, labeled as Triumph? Well that sounds ominous, but if the other videos are any indication, I can't just ignore this…' and so she pressed the button and played the final video, revealing to her the whole truth.

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(Final video)

"Miles, we need to talk." Connors looked down at the computer in front of him, and his gaze hardened as he turned back to Warren "I've reviewed your notes. You're planning to conduct tests with sub-dermal armor on human test subjects?"

"You said planning to?" Warren looked up and gave a smirk "Sure, why don't we go with that for the time being."

"The way that you just left these out in the open, it's… it's as if you wanted me to find them so that I would stop you. Well congratulations, that plan of yours worked. There is absolutely no chance that I'm letting you use my lab for these dangerous and unethical experiments."

"Yes except here's the thing Curt, it's not your lab anymore. The board is backing me now."

"You think the board is going to keep backing you when they hear about this?"

"I think they're more likely to back me than they are you, especially if they were to find out about this." Warren promptly countered by pulling up a set of files on the computer, which just so happened to contain Connors' files on lizard DNA "Now if you're as smart as so many people like to believe you are, you'll keep that forked tongue of yours quiet and slink away with your tail between your legs." and to further emphasize his point, he pulled a certain picture out of his pocket: a picture of Connors (as the Lizard) fighting Spider-Man, earning a look of horrified shock from Connors as a result.

(End video)

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After the video…

'Oh my god…' Gwen slapped a hand over her mouth as she stood there in a stunned silence, contemplating everything she had just seen 'Dr Warren, he… he created Kraven and Hydro-Man and sent them after Spider-Man… he was the one who did that to Mark… Dr Connors found out about it and tried to stop him, but he blackmailed him with proof of the Lizard fiasco… is that why he and his family moved to Florida? No wonder Martha didn't seem to trust him… It all makes sense now. Most of it at least. I can't put this video on the drive, that would mean people would find out that Dr Connors was the Lizard. But as for Dr Warren himself, what else is he hiding?' she pulled out the flash drive (now with all of the files and videos downloaded onto it) and stuck it in her pocket, but then something else caught her eye in the form of a faint glow coming from the desk drawer in front of her, which she opened and pulled out a canister of glowing green Mutagen "What the heck is this stuff?"

"Something that I would advise against touching if I were you, Miss Stacy."

Gwen's head snapped up as she looked over to see Warren standing in the doorway to the office, and she quickly composed herself "Dr Warren, I… I didn't think that you were going to be back tonight."

"I felt that I had something to check on, and from the look of it, it seems that my instincts were accurate. So now you know the truth. In all seriousness, you really don't want to get any of that on yourself."

"Right…" Gwen gently placed the Mutagen canister on top of the desk, but then she quickly steeled herself "You were the one who created Kraven and Hydro-Man, and you were the one who did that to Mark."

"It was never anything personal, Mr Allen and Mr Bench were simply commissions that I was given, and let's not forgive that Mr Kravinoff requested what I gave him, or demanded I should say, as I'm sure you saw."

"But then Dr Connors found out about it, and you blackmailed him. That's why he left the city and moved to Florida isn't it?"

"As I said, it wasn't personal. Curt is a brilliant scientist, yes, but as I said before, what he was never able to understand was that he was never able to understand how the world works in this day and age, and he was too afraid to make it his. I don't have any such limitations. Like I was telling you before, the nature of science is about more than just expanding upon the connections that already exist. It's about exploring every avenue of new possibilities. Connors failed to attain or give you the perspective and direction to see what needs to be done for those possibilities to become a reality."

"And in order to do that you need to use humans as test subjects like they're nothing but guinea pigs or lab rats? You need to lie through your teeth just to get them to do what you want? You need to blackmail a man into taking his family and leaving their entire lives behind because he disagreed with you? If that's what your perspective and direction are bringing to the world, then maybe those possibilities are better off left alone."

"Is that so?" Warren let out a chuckle "Ah Miss Stacy, you have so much potential and yet you're still so naive. It's quite the shame, I had grown rather fond of you. I truly am going to miss working with you."

"So I take it that means I'm fired?"

"Not exactly the way that I would put it, but as far as your employment here with me at ESU goes, you will be… terminated." Warren promptly pulled out a small remote control and pressed the button, and a loud crash could be heard.

"What do you-" Gwen looked ahead as a large hulking humanoid figure standing in the middle of the lab "Is that… Kraven?"

"Kraven the Hunter. That's what he himself prefers to be called, but yes." Warren gave a smirk as he stepped behind Kraven and glanced at the metallic device on the back of his neck, which just so happened to be blinking purple "I'm afraid that I can't simply allow you go around so freely Miss Stacy, not after you've seen and heard as much as you have, and let's just say that I haven't gotten as far as I have in my career by taking chances." he pushed another button on the remote.

"Wait what?!"

"Let the hunt… begin!" Kraven's pupils dilated, and he let out a snarl as he pounced forward with his claws barred.

Gwen let out a shriek as she ducked underneath Kraven's attack and rushed over to the nearby wall where a fire extinguisher was mounted "Back off big guy, I know how to use this!" that did nothing to stop him, and so she showered him in extinguisher foam, which stalled him for a single moment, only for him to pounce at her again, so she ducked underneath his lunge attempt and slammed the extinguisher itself directly in between Kraven's legs, causing him to topple over as the extinguisher itself broke open, enveloping the entire lab it a thick cloud of white smoke, during which she took off running out of the lab 'This guy has animal attributes as part of his mutation, and that means he has heightened senses, so maybe I can throw those off by disguising my scent… down there!' she ducked into an alleyway near the university, where she opened up a manhole and climbed her way down into it.

"Well this just became more problematic than I was anticipating." Warren let out a sigh as he watched the chase unfolding from the doors to the lab 'Oh well, it doesn't matter very much in the grand scheme of things. You can run as much as you like Miss Stacy, but you won't be able to hide forever. Not against the self-proclaimed hunter.' he was about to make his way back into the lab, only to be stopped by a sudden burst of webs binding him to the side of the building.

"Alright I'm in no mood for screwing around." as it turns out, Spider-Man had dropped down onto the scene, and even if his face was concealed by his mask, one only needed to imagine the pure rage he was showing as he grabbed Warren by the lab coat "I see a blonde girl running down the street being chased by Kraven, it doesn't take a lot to figure out what's going on. Now you're gonna tell me where to find the girl."

"I wouldn't recommend going with the melodrama. You know as well as I do that you're not going to do anything too rash." Warren was promptly thrown into a wall inside the lab and webbed to it, this time both his arms and both his legs.

'Remember what happened on New Year's Spidey, if he calls your bluff then you're just going to have to bluff better or- Wait, what the hell is that?' something caught Spidey's eye and drew his attention towards Warren's office, which he promptly entered and found the canister of Mutagen sitting on the desk 'Huh, looks like Leo and the others were right after all. I'm gonna have to make sure that the good doctor here can't use this for whatever it is he's working on, but before I get into that…' he made his way back over to Warren and opened up the canister "I don't have the time or the patience to go with the three strikes routine, tell me where the girl is or we're gonna see what you turn into."

"Fine fine, here I thought we were going to skip the melodrama." Warren gritted his teeth "The girl is likely somewhere in the sewers right now, probably trying to use that to throw off her trail from the hunter."

"And you've been experimenting with this stuff?"

"A simple commission, and they've been an invaluable financial backer."

"Well it's over now." Spider-Man hit him with another series of webs on the arms and legs, and one over the mouth, and then he took off swinging out of the lab, leaving the canister sitting on a desk 'I'm coming Gwen, please just hang in there!'

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Meanwhile, with the love interest…

'Okay, I think I lost him…' Gwen continued running through the sewer tunnels, only to let out a quick yelp when she saw Kraven standing in front of her, preparing to pounce 'But I… I thought I lost him!'

"The hunt will continue until Kraven has his prey by the throat!" Kraven let out a snarl as his pupils dilated once again, and he pounced forward.

Gwen tried to run away through another sewer tunnel, only to find herself being backed into a dead end, with Kraven slowly closing in on her 'Oh god, please… I don't want to die, not today, not like this… So many things I wanted to see and do, dreams I wanted to make a reality… so many people I never wanted to leave behind, like my dad, all of my friends, like Harry… and especially Peter… Please, just give me something, anything so I can see them again…' she shut her eyes tight as Kraven pounced on her, until…

"Booyakasha!" a set of metal chains suddenly wrapped around Kraven's arms as he tried to bring his claws down on Gwen, and then a green and orange blur appeared from within the shadows and slammed right into Kraven, hitting him square in the face and sending him crashing into the wall of the tunnel.

"Oh… I can't thank you enough, you saved me-" Gwen breathed a sigh of relief, but quickly cut herself short when she saw Mikey standing in front of her "Uh…"

"Hey now, how ya doing?" Mikey gave her a grin as he held out his hand to her "You okay?"

"Uh… yeah, yeah I guess so." Gwen accepted the hand and looked over Mikey for a moment, but then she quickly snapped out of it "Sorry, I didn't mean to stare. It's just that…"

"I'm a turtle? Yeah, I get that reaction a lot. You can take it easy though, I'm one of the good guys. The name is Michelangelo."

"Right… Gwen Stacy. I think we really need to go before."

"Way ahead of you, so go ahead and hop on." Mikey turned around and crouched down as he motioned for her to get on his back, though he could see her hesitate "Hey I'm the one that's not trying to rip you apart. You don't have to be afraid either… Peter's the one who sent me."

"...Okay for the first one, you have a point." Gwen glanced over at where Kraven was picking himself up, then promptly mounted Mikey's back and he took off running "As for the second point, you said Peter sent you, are we talking about Peter Parker right now?"

"Uh… yep, that's the guy! I think that was what he said his last name was anyway. He's a good friend of mine and my bros."

"Oh… so he talks about me?"

"Nope, never mentioned you before today." Mikey's blunt response left Gwen looking a little bit downcast "I don't know why either, I figure he would've gone nuts talking about his girlfriend all the time."

"Girlfriend?" Gwen found herself blushing at this, but then her face fell "But Peter isn't my boyfriend, it's… somebody else."

"Really? Cause the way he said-" Mikey was quickly cut off by a large clawed hand suddenly backhanding and sending him crashing into a wall, with Gwen being left tumbling into the sewer water as a result "Ow…"

"The turtle… and the witness… must both perish by Kraven's hand!" as it turns out, Kraven was able to rebound and land a surprise attack on Mikey, and then he moved towards him and Gwen with his claws barred in order to finish it.

"And again I say, booyakasha!" Mikey promptly leapt forward and yanked Gwen out of the way of Kraven's attack, then took her into his arms bridal style as he took off running again "Like I was saying, he said something about the girl he loved, and he's never actually mentioned any other girl."

"R-Really?" Gwen was taken aback by this, but then her face lit up with joy "Did he really say that he loved me?"

"I think he meant you, he's never talked about girls in his life before, aside from this one who hates him because her dad- Crap!" Mikey was forced to duck underneath a pounce from Kraven, and then he took off running "New plan, skip the small talk until we outrun the Thundercat guy and get you out of here."

"Yeah, that works for me."

"Cool." Mikey looked back and saw that Kraven had vanished, and he breathed a sigh as he came to a stop "I think we lost him."

"We didn't lose him."

"What do you mean we didn't lose him?"

"I thought I lost him earlier, then he just popped up out of nowhere in front of me, he almost ran his claws through my face before you found me."

"So expect a surprise attack, got it. He's probably watching us waiting to launch a stealth attack or something." Mikey paused as he got into a stance with his nunchucks and looked around the scene for a moment, then his eyes suddenly widened "Get down!" he shoved Gwen to the ground right before Kraven suddenly burst out from within the darkness and tackled him to the ground, keeping him in a tight grip with his claws "Aw man, did you really have to stick your claws so far into my shell?"

"Be silent reptilian whelp." Kraven let out a snarl "No prey may ever escape from Kraven, you or the girl, or that wretched Spider. I track the smell of your fear to the ends of the earth, and these claws will allow me to tear you apart!"

"Big talk for a guy who's just a reject from the Thundercats! I've met giant weed dudes that are tougher than your tail hole!"

"You know nothing of the way of the jungle. There are many hunters that seek out prey to prove themselves the strongest, but only the alpha male may reign supreme."

"Yeah well, let's see how well the alpha male does with this!" Mikey promptly slammed one of his legs directly in between Kraven's legs, causing him to roar in agony as he freed himself from the hold, and then he tried to chain him up using his nunchucks, only to suddenly be met with a roundhouse kick to the face that sent him crashing into a wall "Ow… okay, I imagined that going different."

"A rather amusing effort reptile, but you are not the first one to try that on me tonight." he looked over at Gwen, then turned back to Mikey "Alas though, this is where your part in this hunt ends, along with your life!" he prepared to bring down his claws, when…

"Hey Whiskers, get a load of half-eaten cheese, New York style!"

"What?" Kraven looked up just in time to see half a pizza being flung into his face, causing him to growl in pain as it overcame his senses "So the Spider reveals himself."

Sure enough, Spider-Man dropped down from the roof of the sewer tunnel and helped Mikey to his feet "Yep, and you and I are definitely gonna be having a long talk later. For now I say we deal with Whiskers the Wondercat over here."

"I actually called him a Thundercat reject." Mikey gave him a quick fist bump.

"Not too shabby, but time to get down to business." Spider-Man spared a quick glance over towards Gwen "I'm gonna have some questions for you, but first get back and leave this to the two of us."

"R-Right." Gwen snapped out of her terrified stupor and backed off a short distance from where the fight was taking place.

"You ready?"

"Ninjas are born ready dude." Mikey gave a smirk as he bared his nunchucks "Now I say we do this!"

"On that we can agree, just distract him for a minute while I get a certain something ready. I've made some improvements since the whole thing with Hydro-Man, so one clean shot is all that I'm gonna need to finish it."

"I gotcha bro, just do what you have to do."

"Then let the hunt finally end!" Kraven let out a snarl as he pounced forward and tackled Mikey to the ground, his claws barred as he prepared to finish it, only to hear a thwipping noise and look over to see Spider-Man latch a web onto his back "Is this what you believe to be enough to frighten Kraven?"

"I never said it was supposed to scare you, but it's definitely gonna hurt." Spider-Man promptly unleashed a surge of electricity along the webbing, causing Kraven to howl in agony before the electricity subsided, and he collapsed into the water in an unconscious heap, and Spidey breathed a sigh of relief as he pulled Kraven out of the water and pinned him to the wall using a series of normal webs "Well that was… actually not as tedious as I thought it was gonna be. Which means this is probably gonna lead into something worse."

"Hey come on dude, what's wrong with a little bit of optimism?" Mikey gave a grin as he put an arm around Spider-Man's shoulder, his voice low "We gotta stick together if we wanna get stuff done, we're partners after all… right Pete?"

"...What?" Spider-Man's entire body went rigid and his demeanor hardened "What the shell are you talking about?"

"Take it easy dude, I know that's your real name. I heard you brooding to yourself before you left the Lair. You were doing it so loud it's crazy the others didn't hear you."

"So then how did you hear me?"

"I might not be a super genius like Donnie, but I notice things. You and the guys really gotta give me more credit."

"Uh huh. Well then answer me this, how exactly did you find me here?"

"I figured you'd be heading to that lab we talked about when you got that message, so I used my T-phone to triangulate the position of your Spider Cell by bouncing the locator signals off the satellites."

"You know how to do that?"

"I got Donnie to teach me about it so I could use it to track pizza guys. Now that one is a hardcore Booyakasha."

"...You confound me in so many ways. Anyway that's enough of you being you for the time being, now for why I came here in the first place." Spider-Man promptly turned his attention over to Gwen "It's over now, are you okay?"

"Y-Yeah I'm fine, just a little bit shaken." Gwen breathed a sigh of relief "This is now how I had imagined tonight going."

"I can imagine. So how exactly did you end up getting chased through the sewers by Kraven in the first place?"

"It wasn't by choice, I can tell you that much for certain. I was working for Dr Warren at the lab at ESU when I found something that looked pretty suspicious when I was organizing some of his files, and he seemed like he really didn't want me to see any of what he was working on with that stuff, so once he was gone I went to take a look at what he had. I was horrified."

"What's the big deal with this guy?" asked Mikey.

"Dr Warren is a genius in bio-genetics, but it turns out he's also insane and doesn't have any sort of conscience. It turns out that he's been using the lab at ESU and working for creeps and shady organizations like the Green Goblin, and something called the Kraang."

"I kind of figured as much." Spider-Man frowned beneath his mask "I saw a canister of their Mutagen in the lab."

"It gets worse. I did some digging into his files and it turns out that he's the one who made that guy into what he is now."

"Then he turned one of the guys from my school, his name is Mark Allen, into… what is it they called him, Molten Man?"

"...Oh man, that was him? No wonder he was raging out and wouldn't listen when I tried to tell him about Dr Connors. Anything else?"

"Two things actually. One, he was the one who created Hydro-Man as a commission for these Kraang guys. He even mixed in that Mutagen he was experimenting on for them."

'Oh god, that explains why Hydro-Man had gone off the deep end. The Mutagen must have been messing with his head. I mean looking at what it did to Snakeweed.'

"There's one other thing… Did you hear about how Dr Connors and his family moved to Florida a few months ago?"

"Connors is one of the top scientists in the country, that's not the sort of thing you tend to miss out on unless you're living under a rock."

"Or in a sewer." was Mikey's input.

"That too."

"Well I just figured out why." Gwen's tone was grim "Dr Connors found out what Warren was doing with his experiments and tried to stop him, but Warren… he blackmailed him with proof of that incident."

"...You mean-" Spider-Man cut himself short at the sight of Gwen nodding, and his face turned pale underneath his mask 'Warren found out about the Lizard incident and blackmailed Connors so he could take his lab for himself. No wonder Martha didn't seem to trust him. Well one thing is for certain, even without all of this stuff involving the Kraang, this guy's looking at some serious time behind bars."

"And I've already made sure that can happen." Gwen pulled out her flash drive "I downloaded all of the files on Warren's computer, except for anything involving the Lizard fiasco. This is enough to put him away for years."

"You mind?" Spider-Man held out his hand, which prompted Gwen to give him the flash drive, and he pulled out his Spider Cell and plugged the flash drive into it.

"You have your own cell phone based on you?"

"As of about a day and a half ago, yeah." and then he started going through everything that was on the flash drive.

"I still can't really wrap my head around all of this, it's just… a lot, you know? Like how he had actually paid to have Dr Warren do that to him." she pointed at Kraven.

"Yeah well, having an ego bigger than the Empire State Building can and will do that to a guy, especially if he's got cash apparently Spider-Man looked back over at the two of them "Also I just wanna go on record and say now, that is not how I got my powers."

"So I was right, he did lie to Kraven just to get him to go along with it."

"Pretty much yeah. Even without that though, one thing I've learned since I started wearing this mask, an ego trip can be a hell of a thing for people, and usually that's not a good thing. Especially not for him."

"No kidding, who'd wanna look like that? Or smell like that?" Mikey shuddered at the thought as he looked over Kraven, but then he noticed something "Hey guys, get over here and take a look at this."

"What is it?" Gwen looked over to what Mikey was talking about, and her eyes widened as she caught sight of something on the back of Kraven's head "What is this thing?"

"Looks like we got some Kraang tech for sure. Spidey?"

"Way ahead of you." Spidey leapt up and latched onto the small device with a single stream of his webbing, which he promptly used to pull it out and examine "Yeah you're right, there's no doubt that this is definitely Kraang tech."

"What is it though?" asked Gwen.

"If I had to guess, I'd say this is probably some kind of mind control device. So in addition to illegally experimenting on humans, blackmail, extortion and sicking a giant cat guy on an innocent teenage girl, not to mention the daughter of a police captain, you can add brainwashing into the mix. Yeah, even without the Kraang stuff, I think it's safe to say Warren is going away for a good long time. Speaking of which, we'd better get you out of here, I already put a call in to the police and they're probably gonna want a word with you, your dad in particular."

"Yeah, that… that sounds good- Wait, you know my dad?"

"I make a point to keep track of the few people in the city that don't wanna see my head on a pike, and the even fewer people that actually trust me. Come on, let's go."

"You need me to come bro?" asked Mikey.

"No you head back to the Lair and tell the guys what's going on, I'll come by a little bit later and let you know how things turned out." he motioned for Gwen to wrap her arms around his waist, and then he webbed a line prepared to take off swinging "You ready?"

"Just one second." Gwen took a quick look over at Mikey "Listen, I know this might seem like a lot, but can you do me a favor for me?"

"Sure thing, name it." Mikey gave a grin.

"You said that you're a friend of Peter. Do you think you could give him a message for me the next time you see him? Just tell him I said… I'm sorry. For everything."

"...Come on, I think we'd better get going." Spider-Man tightened his hold on Gwen as he took off web slinging down the sewer tunnels, though as he did he watched Mikey leaving in another direction 'And after that's taken care of, he and I better have a good long talk.'

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A few hours passed, and things seemed to calm down for our heroes.

"And the authorities claim to currently have no leads regarding the incident taking place tonight at the bio-genetics lab at Empire State University, or the sudden disappearance of Dr Miles Warren, who was revealed to have been conducting illegal experimentation on humans at the behest of numerous different benefactors."

"Well that's definitely some cause for concern." Leo frowned as he turned off the TV and looked over at the other Turtles "Between scientists being kidnapped, psychic research and giving all kinds of crazy superpowers to random humans, it's a really weird puzzle that the Kraang are putting together."

"And trust me guys, it's only gonna get weirder." Spider-Man made his way into the Lair while carrying two large boxes of pizza, one of which he handed to Mikey, and the other he sat down in front of himself and the others "So how did things go with you guys tonight?"

"To put it in simple terms, really bizarre." Donnie let out a sigh "April and I went over to check out Dr Rockwell's lab where we met Dr Falco, and he told us that Rockwell had actually been paid by the Kraang to experiment with their Mutagen, and test it on a monkey. After we left the lab we were confronted by a mutant monkey that was able to predict my every move, and what's worse is that apparently it reacted to intense emotions. I'm expecting you're going to laugh at me for that? The others already did."

"Because you got beat up by a psychic monkey? Dude, have you not been listening to the guys that I've had to fight? You have nothing to worry about from me as far as that goes."

"...Huh. Thanks for that. Anyway, me, Leo, Raph and April went out and captured the monkey, but then she figured out that the monkey was actually Dr Rockwell himself, since he had ended up giving himself psychic powers… and turning himself into a monkey because of his exposure to the Mutagen. We gave him back over to Falco, but I noticed a few inconsistencies with what he had been telling us, and we realized that he was the one that mutated Rockwell. We rushed back over to the lab to confront him, but by then Falco extracted a chemical from Rockwell's brain and used it to give himself psychic abilities, which let him read our minds. The others got beaten down because of that, but I managed to defeat him by using what Master Splinter taught me, by finding the space in between my thoughts, which let me beat Falco by fighting without thinking. Unfortunately, while we were getting the Mutagen he was experimenting with, Falco got away before we could find out what he knew about the Kraang."

"Yeah well, nobody ever said this was going to be easy. Anything else?"

"Apparently April has a rare and fine intuition, so Master Splinter wants to train her to become a kunoichi."

"Huh. Cool. By the way, what did you do with Dr Rockwell?"

"We let him go free."

"...A psychic monkey that reacts violently to intense emotions? And you let him go free in New York City of all places?"

"That's exactly what I said." Raph told him without looking up from his comic book "About two seconds before he caused a car accident."

"...Huh. That would explain why I heard one of the cops at ESU mention a raging monkey causing a huge car wreck in the Financial District."

"Yeah. So how did things go on your end?" Leo shot him a raised non-existent eyebrow "Mikey told us that you two fought a real life version of a Thundercat?"

"That comparison was made a few times."

"Hey come on dude, that's what he looked like." Mikey gave a shrug from where he was in the middle of devouring his pizza.

"I'm not objecting to that, but I am kicking myself for not figuring out that reference myself before tonight. Anyway he's talking about one of my enemies, Kraven the Hunter, but I'll get to that in a minute. It turns out you were right, the Kraang did approach Dr Warren at ESU, but he was working for them willingly, and he had some of their Mutagen on hand. One of his research assistants, also the daughter of a police captain by the way, got suspicious of him and did a little bit of digging, and it turns out he's been responsible for making a couple of the big bads I've had to fight over the past few months, Kraven being one of them. Once he figured out she was onto him he sicked Kraven on her, apparently the Kraang have mind control tech and he used that in order to brainwash him, and it led to Kraven chasing her through the sewers. I couldn't get to them in time, but luckily for all of us Mikey ran into them and saved her, and he fought Kraven long enough for me to get there and take him down with my new electric webs… which I only had one of, took me a week to make, so much for that then. Anyway it turns out that during all of the chaos, Warren got away-"

"Yeah, we saw that part on the news." Leo told him "I guess even without everything involving the Kraang, he'd be looking at time in prison."

"The drive the girl was holding has enough evidence to put him behind bars for years, along with some other valuable material, which is why I made a copy of it." he held up the flash drive in question "Now I've got all of the notes that he had on the formulas he used to create those supervillains in the first place, so maybe I can use them to find a cure."

"You seriously wanna cure those psychotic freaks?" Raph shot him an incredulous look "You just said they tried to kill you."

"They have on more than one occasion, but it's not that simple. Kraven is one thing, yeah the dude is an egomaniac that literally paid to turn himself into a Furry. But Hydro-Man and Molten Man are decent people that didn't deserve to get used like lab rats, and I'm gonna do what I can to help them." Spider-Man looked down at the flash drive in his hand, and then another thought crossed his mind "You know what you guys are gonna have to finish the pizza without me, I've got another call to make." and so he quickly ushered his way out of the lair.

"...Yeah you know what, hold up a minute guys." Mikey suddenly made his way out of the lair, but not before grabbing the pizza box in front of him and taking it with him.

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Meanwhile, outside the Lair…

'Well, it's now or never.' Spider-Man let out a sigh as he pulled his cell phone out of his suit and prepared to dial a number, only to stop when a familiar sensation rang through his head "I don't have to see you to know you're there Mikey."

Sure enough, Mikey stepped out from within the shadows, the pizza box still in hand "That sense thing of yours gets pretty creepy dude."

"I wouldn't know how people react to it, I've never actually told anyone about it before you and your brothers. Anyway I have to make a call real quick."

"To the girl from tonight?"

"Her name is Gwen, and yeah that's her."

"So you gonna call her up and tell her how ya feel for real?"

"I already did that once, and it ended up hitting me in between the legs big time. Anyway I'm not even doing this because of that, I'm doing it for you and the guys. But I'm not gonna be doing it as Spider-Man. I'm doing this as Peter Parker."

"Yeah, about that… I didn't tell my bros about that or anything, unless you want me to-"

"No. Not yet at least, I'm… I'm just not ready. But I don't have time to dwell on that right now, I have to deal with this." so with a deep breath, he pulled off his mask, revealing his true face, that of Peter Parker, and then he dialed the number on his phone "Hey Gwen. Yeah it's me. I heard about what happened… I mean I saw it on the news. Okay, good. Yeah… he's real, and I know it's crazy but… Oh. Yeah okay, given everything you've been through up until now, I guess it wouldn't be that much of a surprise to you." he noticed the look Mikey was giving him and just gave a shrug, then went back to the call "But listen, before anything else I need to ask you something really important. No not about that. About the… turtle guy. Yeah Mikey. Listen, whatever happens, please don't tell anyone about him. You're one thing, you believe it and you don't judge him or anything. Right? Yeah. but not everyone is so forgiving. I mean take a look at how most people see Spider-Man. There are way too many people that wouldn't understand and wouldn't accept them. So please, don't tell anyone about him." there was a pause, and then he breathed a sigh of relief "Okay, thank you, really. Yeah… Yeah, he is a good friend." he looked over at Mikey and gave a small smile "Listen, I should probably go. Aunt May needs me, and I'm sure your dad and… Harry, must be worried about you. I'll see you around.." and then he hung up and hung his head as he sat on the edge of the platform "Well at least that problem is taken care of."

"What did she say?"

"She promised me that she wouldn't tell anyone about you, I figured that was the most important thing about this."

"So when are you gonna see her dude? She wants to see you, you want to see her, so what's the problem?"

"A lot more than you think, and a lot more than I'm comfortable with saying out loud." Peter let out another sigh "But in all seriousness… I doubt I'm gonna be seeing her for a while."

"Ooh."

"Yeah, it's worse when you know the context."

"Well… think of it this way." Mikey sat down next to Peter and put an arm around him "Even if you don't have the girl, you still have me and my bros."

"...Yeah okay, I guess it could be worse." Peter finally cracked a smile as he gave Mikey a quick fist bump "At least I've got one good friend who's got my back with all of this stuff."

"True that bro. So how did the whole spider thing start anyway?"

"Oh. Right. I only gave you the short version of my origins." Peter breathed another sigh as he began his story "Well it started about a year ago, almost a year and a half ago actually, when my sophomore class was taking a field trip to the lab at ESU…"

A/N:

For those of you who remember, the second season of Spectacular Spider-Man had introduced a scientist by the name of Miles Warren, who joined the Connors family at ESU, and subsequently blackmailed them into moving to Florida with info on the whole Lizard fiasco. What's more, he's also responsible for the creation of Kraven the Hunter and Molten Man, and as of this story, Hydro-Man. Oh yeah, and he becomes the Jackal in the comics. One of the MANY loose ends left at the end of Spectacular's second season is that he did all of this, and he never got caught. This is my means to rectify that, at least to a certain extent and what's more, it gives me the chance to give Gwen a chance to take some action since I've only shown her once in this story up to this point. Oh and I just want to throw this out there now, Gwen Stacy is NOT dying in this story. She and Peter are the endgame pairing for this fic, so to all of the Gwen fans who hate it when she gets killed off, you're welcome.

In addition to that, there's also one other pretty significant development taking place in this chapter: One of the Turtles figuring out Spider-Man's secret identity, in this case it being Mikey. I wanted Spider-Man, or Peter really, to have a bromance going with at least one of the Turtles, and whenever I tried to picture which one of them would be the best fit for that, it was always Mikey. Sure Mikey's a big goofball and comes off as an idiot at times, but I can definitely see him being the sort of guy that would be a great friend to have your back, and just be a bro to you when you need it. Given how Peter's life has turned out at the moment, that's something he definitely needs.

Also in case it wasn't clear, this chapter takes place during the events of the TMNT episode Monkey Brains, although it does modify those events somewhat. It's not really anything too significant, such as the T-phones being introduced earlier than in the original, though Mikey's involvement in the Spider-Man plot does mean he's cut out from everything involving Falco and Rockwell.