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.

8. The Gauntlet

Spectacular Webhead 11: Like I said before, the Turtles learning Spider-Man's identity is going to be a gradual process, and Mikey learning it is just the first step. Peter and Gwen are definitely the endgame, but as for pairings with April, I don't want to spoil anything just yet, so you'll have to wait and see. Of course keep in mind that the Venom symbiote is still out there, which I do plan to address. I do have some plans for Harry, but I don't want to spoil anything. Also yeah, what Spider-Man said was actually a nod to Uncle Ben, an indirect one at least, so good job catching that.

Superjoeyf721: I take it that means you figured out who that is at the end, so I say good job to you, and thanks for reviewing.

Godzillahero3: I take it that means you've picked up on who that was at the end, nice work.

Guest: I will admit that I have entertained the thought of Miles Morales, but I'm not going to spoil anything. I will say that if I do introduce Miles, it's going to be much later in this story.

Guest: I don't want to spoil anything, but I will say this: Gadgets and gizmos aren't going to be anywhere near enough with someone like the Shredder. Also, I don't want to say who that is just yet, but I will say that it's not Iron Man, and it's not any of the Avengers. As for who it actually is, you'll just have to wait and see.

EDsonic: What about her?

Guest: This soon enough for you?

Guest: I actually didn't know about Gwen dying the tips of her hair pink. I won't spoil anything yet, but as I have mentioned, I do have some big plans for Gwen in this story. As for what those plans are, you'll just have to wait and see.

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The night was fairly calm over the skies above, aside from the planes flying overhead.

A certain man in a suit, sunglasses on his face and a cane in hand, made his way out of the airport with a bag slung over his shoulder, and he let out a sigh as he stopped 'And there it is, the smell of old smoke, dirty money, recycled air and rotten pizza. I missed this city.'

"And there's the big man himself in the flesh, I was wondering when you were gonna show your face around here again."

The man turned and found another man in a suit, with blond hair slicked back down to his neck, making his way towards him "And here I was wondering how long it was going to take before you tracked me down Foggy."

"I don't need super senses or anything to read you like a book." Foggy gave a grin as he pulled the man into a tight hug "It's good to see you Matt."

"You too."

"So I take it one of us should hail a cab?"

"Nope there's this new thing that you oughta try out. You've probably never heard of it, it's called an Uber."

"Ha ha, very funny."

"I try. Anyway Karen's over waiting at the new office, one that's actually not stationed above an abandoned sushi place."

"Sounds promising." Matt gave a small smile, but then his demeanor hardened slightly "Though to be entirely honest, where we do it doesn't matter to me, so long as we can do what needs to be done."

"Yeah yeah I get it, so have you heard about what's been going down in the city over the past few months?"

"I've mostly been keeping up with the really big things, namely the revelation of the new Big Man of Crime in the form of L Thompson Lincoln."

"And then the whole thing with that dude who dressed up like a flying green elf. He's nowhere near as jolly as he sounds."

"I can imagine. I also heard about how he was taken care of by… Spider-Man as they're calling him?"

"That's what he calls himself, he never shuts up and pisses off a lot of people every time that he opens his mouth. I like him."

"Yeah, you probably would." Matt breathed a sigh "Which raises the question. Would he be an ally against… them?"

"Them being these little alien blob guys that-"

"Yes, and lower your voice. You never know if they may be listening." Matt frowned as he took a look around "They're not, but with them I prefer to be cautious."

"You're really wound up over this."

"And you know why I am. Even without that, the fact is that they've finally begun making their move in this city." Matt let out a sigh "Regardless of that, I think I'm going to suit up and see if I can meet this Spider-Man for myself. It would be nice to know that there are others out there that are fighting against the Kraang like me."

"You got me and Karen."

"And as grateful as I am, I mean people that can physically fight them. This Spider-Man does seem like an ideal candidate. Plus given his reputation, if he needs a lawyer…"

"And we once again get paid in chickens."

"Which really isn't anything new for us, but a small price to pay-"

"For the greater good and all that, I know the shtick. So you're gonna try and meet Spider-Man in person?"

"I'll try to if nothing else. Given all of the good that he's done for this city since his arrival, I have some high expectations for him, especially in terms of his dedication and discipline, his commitment and his professionalism."

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And now for something entirely different from that…

'Oh yeah, now this is what I'm talking about.' Peter slid into the living room, clad in a simple white shirt and boxers, a pair of socks and a pair of shades, and I'll give you one guess what song he was listening to during this "Just take them old records off the shelf! I'll sit and listen to them by myself! Today's music ain't got the same soul! I like that old time rock and roll!" he failed to notice the door opening behind him "Don't try and take me to the disco! You'll never even get me out on the floor! In 10 minutes I'll be late for the door! I like that old time rock and roll!" he was about to start the next verse, only to whip around and find MJ standing at the doorway and recording him on her phone, to which he shot a single stream of webs to turn off the music and removed his shades "Any chance I can convince you not to let anyone else see that footage, as in ever?"

"Hate to break it to you Tiger, but I wouldn't count on that." MJ gave a smirk as she put her phone away "That's so going on the internet later."

"...Of course it is." Peter let out a sigh as he hung his head "So what are you doing over here anyway? Both of our aunts are out of town."

"On that little weekend getaway they're taking to Connecticut, yeah I know, but yours called me earlier and asked me to come check up on you when I got the chance, she said that you might be feeling kind of lonely. The irony of it wasn't lost on me. Looks like you're doing pretty okay for yourself though, if the lack of pants are any indication. Risky Business, not a bad choice for the whole "I'm alone at home and do whatever stupid thing I want" trope, especially if the lack of pants are any indication."

"Well in my defense, I wasn't expecting company. The irony of my Aunt May thinking I might be lonely isn't lost on me either, when that's pretty much the thing I have you doing for me while I'm off being Spider-Man or just hanging out with the Turtles."

"Yeah. Here's the thing Tiger, the jokes and irony of situations aren't as funny or effective when you have to explain them to people, it kind of ruins the whole thing."

"Right. Good to know."

"Uh huh. So since you're clearly not lonely or anything like that, what's on your agenda for the day?"

"I was probably just gonna head over the Lair, meet up with the guys or maybe just head out on patrol. There are still bad guys out there."

"You did mention that dude in purple you fought last week got away."

"He called himself the Prowler, and yeah he got away, but he's not the only one."

"What, did another new one show up?"

"Not yet, so far aside from him it's been the Beetle and Hydro-Man over Summer. But then there are the ones from the BGGD era."

"BGGD era?"

"As in the Before Green Goblin Died era, because honestly that seemed like the point where it all changed."

"Oh. Catchy."

"I try. Anyway as far as those are concerned, the Venom symbiote is still out there somewhere so I'm gonna have to try and track that thing down at some point. Then there are the actual bad guys that are still out there, and from that category it would include Black Cat, the Chameleon and Mysterio."

"I thought you put Mysterio away back when you fought the Sinister Six on Christmas Eve last year."

"I thought so too, but then when I was testing out the Vault on the night of your play, which is why I wasn't there for the record, I found out that it was just another one of his bots, so that means the real one is still out there. Plus there's the likes of Tombstone and Hammerhead, but after that whole fiasco on Valentine's Day, they're both keeping a low profile, so I doubt I'm going to be seeing them for a while."

"So essentially, you've got the Black Cat, the Chameleon, Mysterio and the Prowler."

"Not to mention whatever other big bads are gonna show themselves at some point, whether the ones I mentioned or the more than likely case that there are a bunch of them running around that I don't even know about." he was met with the sound of a phone ringing, and so he promptly used his webbing to pull over his Spider Cell "Your friendly neighborhood Spider-Man speaking, what can I do for you?"

"That's how you answer that thing?"

"Just let me have this." he turned his attention back to the call "Oh hey April, what's up?" his expression turned to one of shock, but then it quickly turned serious "Are you absolutely certain it was him? Okay okay slow down, I can't understand what you're saying. Okay, just stay out of sight and head over to the Lair, then tell the guys what happened." and then he hung up and turned back to MJ "Like I said, there are the ones I don't know about, something your cousin can confirm for a fact right now."

"What's going on, is April in trouble? Is she being hunted by the Kraang again, some kind of giant pigeon guy?"

"I think it might be even worse than that… She said she's being hunted by the Sandman."

"...Wait what?!" MJ's jaw nearly dropped at what she was hearing "But I thought that you said he-"

"I thought he did, I saw him contain the explosion and his body turned to glass. I didn't think anyone could've survived that." his expression dulled slightly "Then again, I also thought that I could freeze the Venom symbiote and kill it that way."

"What was the problem with that?"

"It came in on the side of a space shuttle, in the dark and cold vacuum of Space. Anyway I don't have time to think about every stupid choice I've made since I became Spider-Man, I'd better get to over to the Lair and let the guys know about this."

"Yeah good call. Just one thing before you go."

"What? Oh right, put on the suit."

"I was gonna say put on some pants."

"...Yeah okay, that works too." and so he promptly rushed his way upstairs to his room and closed the door behind him, his mind racing as he moved to get dressed in his Spider-Man suit 'It doesn't make sense to me. The last time I met the Sandman was back in January, he helped me save those men from that burning ship and contained the oil tanker explosion, but at the cost of his own life. At least that's what I thought happened. I had nothing but respect for him after that, and yet here he is, hunting some random teenage girl? What the shell is going on? God, when I say stuff like that even in my own head, that's how you know I've been spending a lot of time with the Turtles.'

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Meanwhile, at the Lair…

"Hey guys, you gotta check this out!" Donnie made his way into the dojo, a few eggs in hand, where he found Leo and Raph in the middle of sparring "This little stroke of genius is about to take our ninjutsu to an entirely different level!"

"Now this definitely sounds interesting." Leo took the chance to knock the distracted Raph to the ground with a rapid spin kick "So what have you got for us Donnie?"

"I was working in the lab with Spider-Man the other night, and we figured out the recipe for creating, wait for it… ninja smoke bombs! Check it out." he threw an egg to the ground and was engulfed in a cloud of smoke, then reappeared behind them "You see?"

"Holy shell… that is awesome!"

"I know right? Now in order to make them, I carefully drill two holes into an egg shell without making any cracks in it, slowly blow out the contents of the inside, wait for the inside of the egg to dry, then pour in some flash powder and use wax to seal both holes."

"Blah blah blah with the science crap, just do it again!" Raph's face lit up with excitement "And better yet, just give us a bunch of those things!"

"The point that I'm trying to make is that these smoke bombs take a long time for me to make, so you have to be careful with how many of them you use and how often!"

"Hey you guys, I'm gonna go ahead and make some breakfast!" Mikey's voice rang from outside the dojo "Any of you want some omelets?"

"Omelets… Oh shell, Mikey wait don't!" Donnie tried to rush out, only for Mikey to appear before him in a cloud of smoke, covered in dark powder "Well that's just perfect."

"Oh man… I think that was a rotten egg if there ever was one."

"Except those aren't regular eggs Mikey, they're actually ninja smoke bombs."

"...Shut. Up." Mikey's face lit up with glee as he started using them randomly, one after another in a matter of seconds "This is officially the best day of my entire freaking life!"

"Mikey will you give it a rest?"

"I love you man, I seriously do!" Mikey popped up behind Donnie and gave him a literal kiss on the cheek "Finally you're using that big brain for something good!"

"You mean something that you can play with, I know how you work."

"Guys!" this was when Spider-Man rapidly swung his way into the Lair, drawing the others out to meet up "Okay just gonna throw this out there, things just got a lot more complicated."

"We're fighting an army of aliens in robot bodies that mutate whatever they want and an army of Foot ninjas led by an evil crime lord bent on wiping us out." Leo pointed out dryly "I think we can handle complicated."

"We're getting into supervillain territory with this one."

"We already fought off the Beetle and the Prowler."

"I fought off the Prowler while you guys were fighting off the ninjas- Forget it, we don't have time to worry about that, we're gonna be dealing with it any second now."

"Guys!" this was when April rushed into the Lair herself in a frenzy "You're never gonna believe what the shell just happened to me!"

'And apparently I'm not the only one who uses "what the shell" at random, though apparently I am the only one between the two of us that's actually aware of it.'

"I mean seriously, for a second I thought that I was about to…" she shuddered at the thought.

"Alright take it easy April, just calm down." Donnie was by her side in an instant "Just tell us what happened. Are you okay?"

"No Donnie, I'm definitely not okay. I'm being hunted… by a guy made of living sand!"

"...What?"

There was a tense pause, which was broken by Raph bursting out laughing, only to be met with a series of dirty looks from the others "What, I can't be the only one who finds that funny on some level."

"Actually you are Raph, because it definitely isn't funny! There's some superpowered freak out there trying to hurt my April!" Donnie was met with a raised eyebrow from April "I meant to say our April." the eyebrow raised even further "I mean just April."

"This is definitely serious." Mikey frowned in a surprisingly serious fashion "We'd better go and get Master Splinter."

"Mikey I really don't think that-" Donnie didn't get a chance to finish before Mikey threw down yet another smoke bomb.

When the smoke cleared, Mikey was gone and Splinter was in his place "Michelangelo said that you wished to speak with me?"

"...Yeah sure, let's go with that."

"Yeah hold up a second." Spider-Man suddenly leveled a glare at Donnie "You showed them the ninja smoke bombs without me? And more importantly, you let Mikey get into them?"

"Okay okay I got a little bit overly excited, and Mikey… well he was making breakfast and got into the eggs before I could stop him. And besides, we have a supervillain hunting April to focus on right now."

"Right right I know. But this conversation isn't over. Getting back to the important thing, April you said the Sandman was hunting you?"

"Yeah, that's pretty much what it looked like…" April breathed a sigh "I was walking down the street earlier today like pretty much any other day. I turned into an alleyway and then I thought that I heard something. That was when the Sandman suddenly burst out from a nearby drain, he said my name so I know I was what he was looking for… and then I kind panicked, used a metal club I found to open a nearby fire hydrant and drenched him in water. After that a bunch of cop cars started showing up, and he retreated back into a storm drain."

"Ha!" Raph let out another laugh, earning another series of angry looks "Seriously, so it's just me then?" he was met with a smack to the back of the head "Ow!"

"Raphael!" came the sharp reply from Splinter "Clearly April is upset about this situation, and your cavalier attitude is not helping."

"Yeah dude, that's totally insensitive on your part." Mikey shot a glare at Raph, then turned his attention over to April "Do you need a tissue?"

"I think I'm okay actually." April told him.

"I'll get you a tissue."

"Yeah no you won't." Spider-Man grabbed Mikey by the arm before he could use another one of the ninja smoke bombs "You're officially being cut off from those things."

"You really think that's gonna work? It's like trying to cut me off from pizza."

"...Then can you at least wait until we encounter the Kraang or the Foot or some kind of crazy supervillain?"

"I can only promise to try."

"Good enough for me."

"In all honesty, that's probably the best you could get out of him." Donnie noted dryly "But in all seriousness, why would one of your enemies be after April in the first place?"

"That's the part I don't get either, this really doesn't fit the Sandman's MO."

"What usually does?"

"Based on personal experience, even before he became the Sandman he was never really about hurting people or getting revenge or being some kind of sadist. All he ever really wanted was, in his words, to get his hands on a big score. This is definitely off for him."

"Maybe someone is using mind control on him, didn't the Kraang do that before?"

"Yeah about two weeks ago, back when me and Mikey fought Kraven. Well if the Kraang don't have any problems with creating mind-controlling my supervillains and creating new ones, I guess we shouldn't put it past them to do it again. I say we lay a trap for him and see if we can find out what it is he's really after."

"Sounds like a good enough idea to me, and I know what we can use as bait."

"A giant bucket!" Mikey was immediately met with a series of dull looks "What, you have to use a bucket to carry sand don't you?"

"True, but I was actually talking about April."

"Yeah well at least I- Wait what?! You're gonna let that thing bury April like she's some kind of freaking sandcastle?! I thought we liked her!"

"Of course I do- I mean we do."

"Then why use me as bait?" April shot him a look.

"Don't worry, we've all got your back on this one. It's just to lure the Sandman out into the open so we can capture him and find out why he wants you to begin with. When he gets close to you, we can trap him, and I think I know exactly how to do it. Spidey, you know those things that the two of us have been working on over the past few days?"

"Way ahead of you." Spider-Man rushed into the lab, then came out a few moments later with a few web cartridges, then handed one to each of the turtles "This is all we're gonna need."

"We're gonna use a bunch of sticks of gum?"

"No, these are my web cartridges, they're what I use to make my web fluid." he let out a groan when he noticed a certain hand go up "No Mikey my webs are not organic, they don't come out of my wrists and they don't come out of anywhere else." the hand stayed up "And I don't lay eggs either." the hand went down "Anyway to be more specific, these cartridges contain the newest samples of the new electric webbing I've been working on over the past few months. The last time I put them to use in a fight was when I fought Hydro-Man."

"Did it work?"

"Not really, it did stun him for a little while but then I had to use all of the regular webs that I had to soak him up like a sponge."

"Wait, if they didn't work on Hydro-Man before then how do you know that they're going to work on the Sandman?" asked Leo.

"Two reasons mainly. One, Donnie and I have been able to greatly increase the conductivity rate of the webs since then. Two, back then I only had the one cartridge of the stuff, but this time we have five of them. Plus I got to use them on Kraven during that whole incident a few weeks ago and they knocked him out cold."

"Huh. Good enough for me. Alright then Mighty Mutants and friends, I say it's time for us to head out and do this."

"...Dude seriously, that's like the epitome of trying too hard. Keep in mind that less is more when it comes to this stuff."

"Fine fine, let's just go already." Leo hung his head as the group prepared to move out.

"Wait!" Splinter was quick to stop them before they could leave the Lair "We do not know with certainty what it is that you are facing. Perhaps you should properly study this enemy before you confront him."

"With all due respect sensei, Spider-Man has fought this guy before and he already knows more than enough that he can tell the rest of us, and we have a solid plan to trap this guy. I think we're gonna be fine."

"On one hand, what you know can be dangerous to your enemy. On the other hand, what you think you know can be dangerous to you. I fear that all of you are growing to become far too overconfident."

"To be fair sensei, in the past few weeks alone we've managed to take down mercenaries in high tech armor, giant plant creatures, alien robots and an army of ninjas. And a real life Thundercat in the case of Mikey. Maybe we're not overconfident, maybe the five of us really are just that good." and so he took his leave, with the other turtles and April following close behind him.

'I cannot help but feel that this is going to end badly.'

"Yeah, there's a pretty fair chance we're gonna get spanked." Spider-Man breathed a sigh from underneath his mask, then glanced over at Splinter "I don't suppose you have some kind of ancient ninja wisdom that we can use when things go to hell for us?"

"I can only hope that my sons are not as overconfident as I believe them to be."

"And if they are?"

"Then all I can offer at the moment is for you to remember that one's true character is revealed in defeat, not victory."

"I'll keep that in mind. Wish us luck, though honestly I'm hoping we don't need it. I doubt that's gonna be the case though." and so he started web slinging after April and the Turtles.

'I hope so to child, for all of your sakes…'

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Meanwhile, in a certain secret lair…

At the same time, the Shredder had taken the opportunity to tear into Bradford (whose hand had been bitten by Shredder's Akita dog) and Xever for their failure in finding Splinter and killing the Turtles,, and thus he had made a decision: The only true option he had now was to find and kill the Turtles himself.

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Meanwhile, with our heroes…

'Alright, I guess it's now or never.' April took a breath as she put the plan into action and started wandering around an abandoned alley "Well here I am, just some random teenage girl walking around in the Big City, all alone and unable to defend myself. I hope that no crazy sand monster comes to try and kidnap me or something, that would be the last thing I want!"

"Okay hold up a second." Donnie suddenly popped up from his hiding place "What the shell are you doing?"

"What, you guys wanted me to act like bait so I'm acting like bait."

"Yeah but that's not how bait talks!"

"How do you know how bait talks?"

"Well for starters, I know bait doesn't talk back."

"Oooh." that little comeback was enough to make Spider-Man and the other Turtles poke their heads out of their own hiding places "Not gonna lie, I felt that one from here. Anyway we're getting distracted, focus on the plan." and so they promptly disappeared back to their respective hiding places.

"Just… Just try and act natural okay?" and then Donnie went back to his hiding space.

"...Oh the hell with it." April let out a sigh "Here I am, just trying to act natural, and I'm totally defenseless if, oh I don't know, any supervillains burst out into the open and try to kidnap me or suffocate me or something."

"Oh yeah kid, way to be subtle."

April whipped around to see the Sandman burst out from within a nearby manhole and close in on her in the form of a large wave of sand, until…

"Now!" Spider-Man and the Turtles quickly burst out from their hiding places as each of them threw a cartridge at the Sandman, electrocuting him on the spot and leaving him to hit the ground in the form of a large pool of sand "And that right there is how we get it done. That actually went surprisingly well, here I thought he was gonna-" he was cut off by Sandman bursting up and slamming a sand mallet directly into his face, knocking him into a nearby dumpster "-do that, I thought he was gonna do that."

"That was for trying to fry the hell out of me." Sandman let out a sigh as he returned to his typical humanoid form "That and it was for all the times you put me in jail before, just getting that out of my system. Seriously though, the electricity thing hurt like hell."

"Maybe, but it did trap you." April shot a triumphant glance over at Donnie "And you were telling me that I wasn't good bait."

"Well you weren't exactly subtle about it kid, I could tell you were waiting for me."

"She was only doing that to get you to come out into the open, and it worked." Leo and the others were quick to brace themselves as they rounded on Sandman "Now start talking big guy, we want answers."

"I do have a name you know."

"We know, Spider-Man already told us everything he knows about you. Now what's the big deal here Sandman, why were you trying to hurt April?"

"Will you guys relax? I wasn't trying to hurt the kid or anything, I was just trying to get to her so I could give her a message. From her dad."

"Wait what? Guys back away from him." April quickly motioned for the Turtles to back up as she took a few steps closer to the Sandman "How do you know my dad?"

"You got those dipsticks who call themselves the Kraang to thank for that."

"You know about the Kraang?" this was when Spider-Man finally pulled himself out of that dumpster and brushed himself off "Actually you know what, I think we're gonna have to try and backtrack a little bit here. About six months back actually, because that was the last time that I saw you, where I thought you actually died in that whole incident with the oil tanker ship."

"Oh yeah. That." Sandman breathed a sigh "Fine let's do it, that's probably as good of a place to start as any. I said it to you back then Webhead, all I ever really wanted was to get my hands on the big score. In spite of all the crap that I went through with the whole petty crime thing, and then me becoming the Sandman, I never actually wanted to hurt anyone."

"I kind of figured that when you saved me and those guys from the oil tanker incident, it didn't make it any less surprising though. Seriously though, I didn't think you'd survive getting turned into glass from the explosion."

"Remember how I said that I could absorb as much sand as I want to? Well it turns out that even in the blast, I could absorb enough sand to… what's the word I'm looking for?"

"Reconstitute your body?"

"That yeah. Anyway as I was doing that, I overheard what you were saying, about how I had scored as big as man could."

"Yeah… I thought you died saving those people. You would've gone out as a hero."

"A hero… It doesn't seem like that bad of an idea, at least not now. Anyway after the whole thing with the oil tanker pretty much everyone thought I was dead, so I decided to lay low for a little while and do some thinking about everything. That only lasted for about a week and a half before those goons working for the Kraang found me and captured me. They stuck me into one of their prisons, spent ages trying to figure out how my powers worked so they could replicate a whole army of them."

"So they have an army of clones of you at their beck and call?"

"Lucky for all of us no, not anymore at least. They only managed to make one that they used to capture this creepy alien lizard guy with a skull on his chest, he destroyed it and he blew up the machine they used. They haven't tried to do anything like that since then, and that was about three months ago."

"Huh. Good to know. Anything else they're planning that we should know about?"

"You mean about them trying to use more of the guys that wanna kill you?"

"It wouldn't be the first time, they put Kraven under mind control awhile back."

"Yeah I heard about that, and something about you and these turtle guys that have been screwing with their plans. These them?" he took a glance around at the Turtles.

"Yep, that's them."

"Let me guess, they got hit with that glowing ooze the Kraang has going for them?"

"That is the story we were told by our father." Leo told him "We were just ordinary turtles until that happened. Did they try to use it on you?"

"They wanted to, but eventually I just said "Screw it" and decided to get the hell out of there as fast as I could, which I managed to do about three days ago. I saw more than a few other things during my time there though."

"Such as?"

"For starters, hey Webs you remember that black suit you had on awhile back?"

"They're not fond memories for me, I can tell you that much." Spider-Man's tone held a certain bitterness as he spoke "What about it?"

"Well that suit had some kind of weird black ooze on it didn't it?"

"Yeah, what's your point?" and then the realization dawned on him "The Kraang got a hold of that thing didn't they?"

"I think that's what it was, said it was a race of something called Klyntars. I heard them mention that they grabbed it out of the sewer not long before the Green Goblin was taken out."

"...Huh. Well the Kraang can keep that thing for all I care." the bitterness in his tone only grew more potent as he shared a quick glance with Mikey "Given all the hell that I've been through because of that thing, not to mention the people around me too, I'm not exactly in the mood to care about what the Kraang do with it. Speaking of which, you said you broke out of one of their prisons?"

"Yep, I actually met the girl's dad while I was there, Kirby O'Neil. I couldn't get him out of there without letting the Kraang know that I was breaking out, and I sure as hell didn't wanna get electrocuted by them and locked up again." he paused and looked around at the group "At least one of those things didn't happen tonight. Anyway, I couldn't get him out, but I at least agreed to get a message to his daughter once I found her. Figures you'd be the one protecting her."

"So… the message?" April glanced up at him.

"Right, I've got it right here." Sandman pulled out a phone from within his body and promptly handed it to April "There ya go kid."

"Thanks." she took the phone and hit the play button on the video.

"Something terrible is about to happen. I can't say for certain what exactly it's going to be, but it's extremely important that you get out of the city as soon as you can. Save yourself and be sure not to forget, whatever happens, I love you."

"I… I love you too daddy." April hugged the phone tightly to her chest "I swear we're gonna find you."

"You can count on that." Spider-Man shot a quick glance over at the Sandman "I don't suppose you have any idea what he's talking about?"

"I don't really know any more about it than you guys do." Sandman gave a shrug "Frankly I'm just the messenger right now, but knowing what those Stormtrooper rejects it's probably gonna have something to do with that green ooze they carry everywhere."

"That… actually is more likely than I was hoping it was gonna be. Also you get the comparison to Stormtroopers too?"

"Of course I do, anyone who's seen those things shoot at anything is gonna get it. You'd have to be living under a rock to not get it."

"Or living in a sewer, I can tell you for a fact that the Turtles have never-"

"Can we do that later you guys, we have more important things to worry about." Donnie quickly turned his attention to April "Whatever it is that's going on, we have to get you out of the city and fast."

"Forget it, there's no chance in hell I'm going anywhere without my dad." April told him firmly.

"But you heard what he said, something terrible is going to happen!"

"If that's the case then we'd better hurry and find him."

"But- Guys can you help me out here?"

"Dude you're going up against a stubborn teenage girl, anyone with half a brain cell knows that it's a losing battle." Spider-Man noted dryly, with Mikey nodding sagely in the background, and then he turned his attention back to the Sandman "Is there any chance you can at least tell us where exactly the Kraang are holding him?"

"Oh yeah sure, that ain't a problem." Sandman gave a shrug "Just don't expect me to go back in there or anything, I ain't getting experimented on like a freaking guinea pig."

"Duly noted. So the address?"

"Got it right here, I figured the guy's daughter was gonna wanna know where he was, and frankly I was pretty much expecting you to show up at some point. Hold up a second" he took the phone from April and pulled something up, which he then handed to Spider-Man "That's gonna be where you'll track those things down, and that's where you'll find the guy."

"Good enough for me." Spider-Man handed the phone to the Turtles "You guys go on ahead, I'm gonna have a little chat with our sandy friend over here and then I'll catch up."

"You got it bro, and now we gotta make an exit. Booyakasha!" Mikey promptly threw down a smoke bomb, and then he, April and the rest of the Turtles were gone by the time the smoke had cleared.

"...Yeah, that's never gonna stop freaking me out." Spider-Man looked up to see a small group of Foot ninja retreating from the rooftop above them, and his expression hardened underneath his mask "That on the other hand is probably gonna come back to bite us later."

"Not gonna line, didn't expect you of all people to get into the ninja game." Sandman glanced over at Spider-Man "Speaking of which, now you're partnered up with a bunch of, what those guys… teenage mutant ninja turtles?"

"Yeah I know, it sounds like the name of some heavy metal band. To make a long story short and without going into too much detail, my personal life pretty much took a nosedive after all of the stuff that happened with the Green Goblin. It more or less perked up again after I met these guys, and ever since then we've been working together to fight the Kraang, and this whole evil group of ninjas that I'm pretty sure are filling the power vacuum in the criminal underworld now that all of the other crime lords are out of the picture."

"Huh. Fair enough."

"Uh huh. So what about you then?"

"What about me?"

"Should I expect to wake up in the morning and find you knocking off a bank or trying to get a big score like the old days?"

"Yeah well, funny thing about that Webs. Even when the Kraang had me trapped in their prison like some kind of caged animal, I had a lot of time to think about things. Last time you said that by saving those people from the ship blowing up, I scored as big as a man could. Before that, in our fight at the museum, you said that I could do a lot of good with my powers."

"Yeah and then I tried to be inspirational instead of putting you down, and you used one of your giant sand mallets to smack me into a wall. So much for not caring about revenge like most of the other idiots that want my head on a pike."

"Like I said, it was for putting me in jail. But in all seriousness, you might have been right when you said that I oughta use these powers to start helping other people instead of just myself. So I want you to tell me for real: Do you honestly think I could be a hero like you? And what was it that you were gonna say before I smacked ya?"

"I…" Spider-Man breathed a heavy sigh "I was just going to tell you the same piece of wisdom that I keep with me every second of every day, something I learned from the only man that I could ever call my father: That with great power comes great responsibility. And yeah, I really do think that you could become a hero. If you wanted to be I mean."

"Huh." Sandman stayed silent for a moment, but then he gave a smirk "You know that actually doesn't sound like anything too bad now that I think about it. So uh, if I were gonna do that then where should I start?"

"Well I do have one thing in mind that you could do."

"Which is?"

"Most of the low level crime involving regular thugs, burglaries and car jackers and that sort of thing, has gone down a lot since the whole thing with the Green Goblin, but they're still there for sure, part of the whole never ending battle as a certain NYPD captain put it. And since I've been focusing most of my efforts on the aforementioned ninja clan, and mostly on the Kraang, I really haven't been able to put much focus on the lower level stuff, so…"

"So you're thinking that I oughta try out the whole hero thing by dealing with the thugs and morons like how I used to be?"

"I actually hadn't made that comparison before you mentioned… but yeah that's pretty much the sum of it."

"...Yeah alright, I might as well." Sandman gave a shrug "Just make sure you and your new buds up there stick it to those freaky alien brain things."

"Good enough for me. Oh hey just throwing this out there, if you catch a flaky geeky looking kid trying to get pictures of you, throw him a bone and let him get a few shots."

"You're talking about Peter Parker right?"

"You… know about him?"

"He's the one that takes the pictures of you isn't he? I've seen the pics in the papers. Alright, I'll throw the kid a bone."

"...Okay then, works for me. Anyway that's enough of that, I'd better hurry and meet up with the Turtles, see if we can figure out what the Kraang are up to."

"You do that. See ya around Webs." and so Sandman promptly departed into a nearby drain and left the scene.

"See you around Sandman… Marko." Spider-Man took off himself, web slinging in the direction the Turtles had left 'Sandman actually turning over a new leaf… I never thought I would actually get to see that happen with one of my enemies, but I guess it's like Dr Connors said, everyone deserves a second chance. I wonder how many of the rest of my big bads are gonna try and turn over to a new leaf, if any of them do at all. There is the Prowler for starters, he helped save the guys from Bradford and Xever, and he saved Murakami, so he's definitely a maybe. Another one that comes to mind would be… Molten Man, aka Mark Allen, who just so happens to be the older brother of my ex-girlfriend. Yeah, add her to the fairly long list of reasons why I'm not looking forward to going back to school. But I've still got like a month and a half left before that happens anyway, so I shouldn't worry about that right now. Besides, I have other things to worry about at the moment, like meeting up with the guys and figuring out what the Kraang are up to.'

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Meanwhile, with the henchmen…

At the same time, Bradford and Xever were at a sushi bar (where Xever touched an ugly fish, something to remember for later) discussing their current predicament, mainly in regards to how they had failed Shredder recently, when they received a message from other Foot ninja that would supposedly give them the opportunity to redeem themselves in Shredder's eyes.

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Meanwhile, with our heroes…

"Okay, looks like this is the place." Spider-Man swung his way onto a certain rooftop and found the Turtles getting ready to enter the building "Sorry for the holdup, had to take care of something real quick."

"And what would that be exactly?" Leo shot him a raised eyebrow.

"Making sure that Sandman isn't about to go on a rampage looking for a big score now that he's back out in the open, nipping that in the bud before it turns into something worse."

"And?"

"To make a long story short he wants to turn over a new leaf, try and be a hero for once, so we reached an agreement: He's gonna be handling the lower level petty crimes like burglaries, bank robbing, car thefts and the like, while I'm gonna be working with the rest of you to fight off the Foot and the Kraang."

"Huh. Sounds like a pretty ideal arrangement."

"In principle at least, but a pretty big part of me is expecting that to blow up in my face at one point or another. Anyway we don't have time to focus on that, we've gotta get in there and see if we can track down April's dad."

"If the intel we got from the Sandman is reliable then he's definitely in there, it's just a matter of finding him and getting him out."

"And finding out whatever it is that the Kraang are planning."

"That too. Anyway we need to get down there, is there any chance you can web us a line we can use to get down there? We didn't bring our grapples or any rope."

"Yeah that's no problem, but my webs are mainly designed to dissolve after a few hours, we had better not waste any more time in there than we have to." so Spider-Man shot a stream of webs into the hatch leading into the base "There's our way down, now if we're gonna do this then we had better do it fast."

"Good enough for me, now let's do this." April moved to climb down the webs, only to find herself being held back "What are you guys doing?"

"Anyone else wanna tell her or am I gonna have to end up in the line of fire?"

"What are you talking about?"

"Here's the thing April, we need you to wait here." Leo told her.

"What are you out of your mind, my dad is in there!"

"Yeah, not to mention god only knows how many Kraang with droid bodies and laser guns that could rip you apart! This is the sort of thing that requires stealth and mobility."

"Or the ability to crawl on walls." was Spider-Man's input.

"That too. In any case, you gotta leave this one to the pros."

"But I can't just sit around and do nothing." April protested.

"You're not gonna be doing nothing, what we need you to do is stay here and hold onto the webs so that we can use them to get back out once we find your dad."

"In other words, stay here and do nothing."

"Call it whatever you want, we don't have time for any of that right now. If all goes well then we'll be back out when we find your dad" on that note, Spider-Man dove down into the entrance to the hideout, where he unleashed a quick burst of webs onto a nearby Kraangdroid that webbed it onto the wall just as the Turtles "What makes this better, the fact that I got the chance to test out the improvements I made to my Impact Webs."

"You have another new type of webs?" Leo shot him a raised eyebrow as he and the other Turtles made their way down into the hideout, and then they started moving throughout the interior, only to stop when they saw a few Kraangdroids guarding a hallway in front of them "How come you didn't mention that one?"

"I've actually had this one for a few months, but it's still in the testing phase. These ones are supposed to be something more akin to web bullets, hit the enemies faster before they have the chance to react or counter them. I pretty much ditched using that idea against supervillains since they're not exactly the most vulnerable to these things. The braindead lackeys on the other hand, I can use these things on them in spades. Case and point…" he shot three quick Impact Webs at the Kraangdroids guarding the hallway in front of them, allowing them to get into the control room at the end of the hall, where another Impact Web took out the droid guarding that one "And then there was an empty room with the console."

"Right, now how good are you with computers?"

"I dabble."

"In that case, you go ahead and hack into their systems and see if you can figure out what it is that the Kraang are planning. Raph and Donnie, the three of us are gonna go track down April's dad."

"Don't tell me we're bringing Mikey with us." Raph let out a groan.

"Of course not."

"Hey!" Mikey let out an offended yelp.

"I'm in charge and I say he stays with Spidey. Besides, I don't want him with us either."

"Hey!"

"Well there's no chance in hell that I wanna take him." Raph spat out.

"And neither do the rest of us."

"You know I'm starting to think that nobody wants to be with me. Fine then, I'll just go off on my own." so Mikey promptly threw down another smokebomb and disappeared… only to end up reappearing about 7 seconds later in a nearby closet "Uh… yeah, that's a closet."

"Yeah. Well you guys have fun here, we've got work to do." and so Leo took his leave of the room, with Raph and Donnie following right behind him.

"So…"

"Promise not to touch anything in here and I'll get you a pizza later." Spider-Man told him dryly without looking up from the console.

"The spider guy drives a hard bargain, but you got yourself a deal."

"I find that you just gotta know how to manage people. Now if only I knew how to do that with most of the people in my life, it would be a lot less likely to give me a migraine."

"I don't give you one do I?"

"Depends on the day more than anything else, but you're still way better than a good chunk of the people that I go to high school with. Let me tell you now, I'm not looking forward to going back in a month and a half."

"Why, what's the problem?"

"What do you think man? I broke up with Liz to be with Gwen, then Harry's father died and she chose to stay with him to make sure he didn't go back on the Green and potentially become the second Green Goblin-"

"Didn't you say he was already?"

"No I said that I thought he was, it turns out Norman was the Goblin the whole time but he ended up framing Harry to cover his own tracks."

"Ah. And your friends don't know about you doing the whole Spider thing?"

"Nope, as far as they know the biggest connection to Spider-Man that I have is that I'm the only guy who can get a decent picture of him."

"Huh. So… did you ever think about telling them?"

"Let's see, do I want to tell my best friend that hates Spider-Man that I am Spider-Man, and that by extension I'm the one that killed his father? Yeah, I think I'm gonna pass on that."

"But… What about Gwen?"

"...Seriously, again with this?" Spider-Man let out a sigh as he stepped away from the console, then turned to Mikey as he lifted up his mask, revealing the face of Peter Parker "You remember what I told you about why I wear this mask? If people found out who I was then the ones that I care about most would end up with a giant target on their backs. I wear a mask to keep them safe. It doesn't even matter anyway, I haven't seen or heard from either Gwen or Harry since the end of the school year, not counting the whole thing with Kraven at ESU. And if I'm going to be honest with you… I don't think I can bring myself to face them." he let out a bitter chuckle "It was just another banner episode in the life of Peter Parker. Because of me and Spider-Man doing what we always do, Harry lost his father and I lost my chance to be with Gwen. The only real solace I got is the fact that the Green Goblin is gone for good, and the city is safe. Or it was until the Kraang and the Foot showed up."

"Well… at least you're not alone anymore right? You got me and my bros to have your back in all of this." Mikey gave a grin as he put an arm around Peter's shoulder, only to falter and one of his hands to land on the control pad for the console "Uh… oops."

"Forget the oops, I think you just got me in."

"You're welcome. Right?"

"That pizza later is gonna be a double pepperoni, so does that answer your question?"

"You'd better believe it does dude, booyakasha!"

"Right, but first we've got Kraang stuff to deal with." Peter pulled up a file on the console, and his expression turned to shock and a bit of fear "Oh crap."

"How bad is it?"

"Bad enough that we gotta tell the others, grab April's dad and get the hell out of here before the city becomes a war zone. Again." Peter's gaze hardened as he pulled his mask back down over his face "Now let's move."

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Meanwhile, with the other Turtles…

"Okay here it is, I think this is it." Donnie led the other Turtles through the halls of the hideout until they came across a certain cell "Mr O'Neil, are you in there?"

"Who's there?" Kirby poked his head up and looked through the window of the cell "You're one of the Turtles that helped save my daughter before. Is she alright?"

"She's fine, she's amazing actually, she smells so nice and-" Donnie cut himself short when he noticed the looks he was getting from the others "I mean she's fine, she's actually waiting for us outside right now."

"You mean she's still in the city? That girl is too stubborn for her own good."

"Yeah believe me, we've noticed. Anyway just give me a minute, I'll have you out of there in two shakes of a Kraang's tentacle." and so he got to work on the lock to the door.

"Right… but April being safe is my highest priority."

"Believe me, we know." Leo glanced up at him "But since Donnie is working on that for the moment, maybe you can take the chance to tell us what you know about the Kraang. I mean, what exactly is their deal?"

"The Kraang are aliens that came here from another dimension, and when they came to Earth they brought the Mutagen with them."

"But why would they do that, what reason could they possibly have for turning people into these kinds of monsters?"

"That wasn't their intention, at least not as far as I can tell. The Mutagen isn't working the way that they thought it would, because apparently the physical laws of their dimension are different from the one that we live in."

"Which means that they're grabbing the scientists from all over the city to help them make their modifications to the Mutagen, until they perfect it." Donnie glanced up at Kirby from where he was trying to pick the lock "But if that is the case, then what exactly is the Mutagen meant to do in the first place?"

"I can't say for certain, but whatever it is, I'm sure it can't be good."

"Yeah, I think that pretty much went without saying. Anyway I'm almost done, once we have you out of there we just have to find Spidey and Mikey and see what they found."

"Guys!" this was when Spider-Man burst onto the scene, with Mikey right behind him "Okay so I have good news and I have bad news. The good news is that I got into the console and I was able to figure out their plan."

"What's the bad news?"

"It turns out that they planted a giant Mutagen bomb that's gonna go off in less than half an hour, and they're gonna use it to disperse ooze over half the city."

"Oh. Well that's bad."

"Yeah no kidding, so hurry up and pick the lock so we can get out of here."

"How about I just press this button and get him out instead?" Mikey suddenly pressed a button on the wall next to him, resulting in the alarm sounding throughout the base "Uh… okay, that one's on me."

"Yeah see, stuff like that might be why they didn't want you to be here before they got Kirby out of his cell."

"You know I would've flat out told him that." Raph pointed out dryly.

"Yeah but the difference is that with me it's meant to be constructive criticism, with you it's just flat out being a dick. Speaking of which, we'd better start running." Spider-Man unleashed a series of web shots aimed at the incoming group of Kraangdroids as the door to Kirby's cell was opened, and then the group took off running down the hall until they found the exit "Okay so I'm webbing them but more of them are coming, if you're gonna get him the shell out of here then you had better do it now!"

"Yeah we got it, April throw that webline down!"

"You got him?" April poked her head down into the entrance and saw them "Dad!"

"April!" Kirby glanced up as the webline was thrown down, but then he looked over to see a large group of Kraangdroids closing in on the group "Oh no."

"I got this!" Spider-Man leapt forward and started webbing one Kraangdroid after another, one of them dropping their blaster after being webbed to a wall "I'll hold them off as long as I can, you guys just get the guy out of here and then-"

"No." Kirby suddenly reached out and grabbed the blaster, and then he started shooting at the incoming group of Kraangdroids.

"Dad what are you doing, climb up and get out of there!" April called out to her.

"I'm sorry April, and I love you." Kirby kept shooting at the Kraangdroids as he began moving forward, though as he did he glanced back at Spider-Man and the Turtles "Whatever happens, you have to do whatever it takes to save my daughter, and to save the city."

"...We'll come back for you as soon as we can. I promise you, we'll get you and your daughter back together no matter what." Spider-Man gave a simple nod as he moved for the webline, with the Turtles all doing the same "Come on you guys, we have to."

"But we can't just leave him!" Donnie was quick to protest.

"You heard what he said, we have to save the city, and save April. We're gonna get him back soon enough."

"...Fine, let's go." so the Turtles all started climbing until they were out of the hideout.

'Maybe if I can…' Spider-Man took a pause about halfway up and aimed a web-shooter, only for nothing to come out as he pressed the trigger 'Dammit, of all the times for me to run out of the stuff.' his expression turned more solemn as he watched Kirby get tackled by a Kraangdroid, and then escorted back to his cell 'I'm sorry Kirby, truly.'

"Daddy no!" April could only look on in horror as she watched Kirby get taken away, and then she took to crying into Donnie's chest.

'Great, so much for Spider-Man being able to save the day.'

"It's gonna be alright April, we will get him back. I promise." Donnie gently wiped away April's tears, and then his gaze hardened as he turned to Spider-Man "Where do we have to go?"

"The console said that the Kraang planted the Mutagen bomb on the roof of the Wolf Hotel over in Hell's Kitchen. We've got less than 20 minutes before it goes off, so we have to go, and we have to go now."

"Right." and so the six of them took off across the rooftops, unaware of another group of Foot ninja watching them from afar.

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Meanwhile, with another vigilante…

"I always found it… hard to be here…" Matt knelt down and placed a bouquet of flowers in front of a grave, and he let out a sigh "Hi dad. I'm sorry it took me so long to get here, but I… I've been busy. For the past three years or so. It doesn't sound like much of an excuse does it? But things have changed. I've changed. I can't help but wonder how you would really feel about how I do what I do, but… I can't stop myself. Or maybe I don't want to stop. You know when I was just a kid, even before the accident… even before I gained the abilities that I have now, I could hear the sirens blaring throughout the night. But then my abilities developed and I figured out just how many sirens there truly were, blaring at all times, a lot of them even at once, most for a multitude of different reasons. I know you wouldn't want this, and I tried not to fight, to make you proud of me, to block all of it out. I buried my head in the sand for years and tried to look the other way… but I still remember what happened with the little girl and her father, and I knew that I couldn't stand by and do nothing anymore. I wouldn't. I did what I could to help that little girl, both as me and as… well as the other version of me. That man spent the next month in a hospital bleeding through a straw, but I never slept better. Maybe on some level Foggy was right when I told him all of this, that it's not about justice or protecting people that aren't able to protect themselves… that maybe I just don't have it in me to stop myself. But I also know that I don't want to stop. That I can't stop as long as people are out there suffering." then his gaze hardened as he glanced out into the distance "And as long as they are still out there aiding in that suffering. I'm sorry, but I have to go. I'll come back soon, I promise." and so he pulled down the mask (with horns on the front of it) over the red and black suit he was wearing, and then he took off into the night.

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The Mutagen bomb was in place on top of the Wolf Hotel, with numerous Kraangdroids being placed to guard it from multiple angles.

"Kraang." one of the Kraangdroids guarding the bomb glanced over at the Kraangdroid that was in the middle of working the control panel "In how many units of time known as minutes will the device containing that which is known as the Mutagen that will be spread over the city known as New York City be detonated?"

"Five-" that was all the Kraangdroid managed to get out before its droid body was ripped apart by a sudden rapid shot of webs, the same happening to the other Kraangdroids stationed around the site, leaving the Kraang themselves to scamper away squealing in terror.

"Well that's convenient." Spider-Man dropped down onto the scene from within the shadows, with the Turtles following right behind him "At least now I know that the Impact Webs do work, just not on anything that has any actual muscle or durability. And all it took was all of the Impact Webs that I had on me."

"Well they did the job, and webs aren't going to disarm the bomb anyway." Leo told him "So now it's up to you and Donnie to take care of this."

"Way ahead of you. Come on Donnie, let's go do our thing."

"Right." so Donnie opened the hatch on the bomb and looked inside, only to end up cringing at what he was seeing "Oh boy, that's not good."

"What the shell do you mean that's not good?" Leo was quick to round on him "I thought you told us you would know how to do this."

"Yeah but I didn't count on the design for the bomb being this complex!"

"Of course it's complex, they're aliens from another dimension for crying out loud! What were you expecting it to be, a giant ball with a lit fuse that said BOMB in big cartoony letters on the front of it?"

"No of course not, but this is-"

"Oh hey here's a thought, why don't you guys keep arguing about it for the next few minutes until the bomb goes off, and then half the city ends up getting mutated into thousands of real life Furries!" Spider-Man was quick to break up the argument as he knelt down in front of the bomb and took a look for himself 'Okay, I only managed to take a quick look at the schematics for the bomb back in the Kraang's hideout, so I don't really have a ton of understand of exactly how this is gonna work, but then again I've had worse odds before. I think.'

"Okay, just gotta look it over and…" Donnie cut himself short when he glanced back and noticed the rest of the Turtles looming directly behind him "Okay seriously, that's not helping this whole situation right now."

"Do what I do with stuff like that, tune the annoying people out. Take my word for it, that's the only way you can survive high school in this city."

"What if we just push this button?" Mikey moved to push a button in the control panel, only for him to be grabbed by the arm by Raph "What?"

"Yeah I think I speak for everyone when I say, we've all had enough of you pushing buttons for one night, and I'm not just talking about setting off Raph, as easy as that is."

"Will you give it a rest!" Donnie let out a hiss from where he was analyzing the bomb "Look I'm all for insulting Raph as much as the next guy, but I can't work with all of this pressure!"

"Oh just wait, the universe is bound to make it even worse." Spider-Man's expression grew dull underneath his mask, but then it hardened as his Spider Sense started going off "Pretty much just like that. Alright, I'm gonna go ahead and ask before I turn around, how bad is this gonna be?"

"To put it in simple terms, about that bad." Leo pointed at where Bradford and Xever were both glaring down at the group, prompting the Turtles to brandish their weapons "I'm starting to think you might have been onto something there."

"I'm pretty much a veteran when it comes to having the universe be out to kick a guy right in between the legs." Spidey gave a shrug as he turned back to the bomb "I'll handle this thing, you guys fight off those two idiots."

"Agreed, now let's do this." so Leo and the others braced themselves as they met Bradford and Xever in the middle of their charge and started fending off their attacks "You know you guys really could've picked a way better time to show your faces."

"Oh well, so sorry for the terrible inconvenience." Xever's tone was laced with sarcasm as he landed a spin kick to Leo's head that sent him staggering back a short distance "When would the five of you prefer to breathe your last breath?"

"How about when we're not in imminent danger?" Leo jerked a thumb at where Spider-Man was in the middle of trying to disarm the bomb "If that thing goes off then we're gonna be as good as dead."

"That's a risk I'm willing to take." Bradford attempted to bring down his sword on Raph, only to be forced to dodge a series of attacks from Donnie's bo staff "I would rather perish with honor than have to live with the shame of defeat."

"Yeah well, I'll give you one guess which one of them has the greater probability!" Donnie spun around and managed to land a few solid jabs on Bradford with his bo staff "Spidey how is the bomb coming?

"It would be coming a lot faster if you didn't keep yelling in my ear." Spidey noted dryly without bothering to turn around "Now let me focus on making sure thousands of people don't get turned into real life Furries, you guys deal with the thug and mercenary with the oversized egos."

"...Yeah okay, that'll do it." Donnie ducked underneath a split kick from Xever that proved enough to send Leo and Mikey crashing to the ground, and then Donnie himself went onto the evasive to avoid the oncoming barrage of kicks, leading to him retreating up onto the Mutagen bomb, with Xever charging after him, and then Raph charging after Xever.

"Booyakasha!" Mikey on the other hand launched his nunchucks forward to bind Bradford with their chains, only for him to miss and be rammed into a post behind him, and then be forced to go on the defensive to avoid the strikes of Bradford's katana.

"Mikey!" Leo tried to attack Bradford from behind, only for Bradford to block Leo's katanas with his own and knock both him and Mikey to the ground.

"Dude I am so glad I unfriended your hairy butt!" Mikey blocked a strike of Bradford's katana using the chains of his nunchucks "Hey Spidey, how are things going on your end?"

'Come on Spidey, if there was ever a time for you to put that big brain of yours to use, it would have to be now…' Spidey gritted his teeth as he tightened the grip on the wire cutters "Okay, so there's only two wires left and I have no idea what I'm doing. Do I go for the black one or the green one?"

"Dude go for the green!" was all Mikey had time to say before he got punched square in the face by Bradford.

"...Alright why the hell not, green has been pretty good to me lately." Spider-Man took a breath as he braced himself and cut the green wire, which caused the bomb to power down, to which he gave a huge grin and sigh of relief "Okay, add that to the list of reasons why you're my favorite turtle!"

"Add this to that list of reasons too dude! Booyakasha!" with surprising levels of speed, Mikey was able to duck underneath one of Bradford's attacks and nail him in the back using both sets of his nunchucks, and then he and Leo continued their assault, pushing Bradford further back until they were on the top ledge of the Mutagen bomb, until he was back to back with Xever right next to a large tanker of Mutagen "Oh yeah, now that be how turtles do it ninja style."

"That mouth of yours gives me all the more reason to-" Bradford didn't get to finish before he found one of his wrist being bound to the side of the bomb by webbing, with Xever receiving arm and one leg being bound to the bomb "What the hell is this stuff?"

"A little post-fight gift, courtesy of your friendly neighborhood Spider-Man." it was at this moment that Spidey himself leapt up to join the group "Points for the tenacity guys, but I think your teamwork could use a little bit of polishing, the same with the afro and the beard, and oh yeah, those burning dumpster fires you call personalities. Anyway I think we're getting a little bit off topic, now drop your weapons."

"Not going to happen Araña!" Xever let out a snarl as he tried to free himself of the webbing, to no avail.

"Yeah not gonna happen dude, it takes a lot more than anything the two of you have to break those webs. This fight is over, and you both lose."

"Well if I'm going down… then at the very least, I'm taking you with me!" Bradford gripped his katana using his free hand… and then stabbed the tanker full of Mutagen right next to him, which shattered the glass and unleashed a wave of Mutagen that washed both him and Xever away in a matter of seconds.

"...Oh, that ain't gonna be good." Spider-Man webbed a line for himself and the Turtles to get back down onto the rooftop, and they watched as the bomb powered all the way down "So is no one else gonna point out the fact that they just got washed away in a river of Mutagen, as in the same stuff that the Kraang are using to turn people into monsters and/or supervillains? God only knows what those guys are gonna turn into now."

"Well whatever it is, I'm sure it's nothing we can't handle." Leo gave a smirk as he turned to face the others "After all, to sum up the events of tonight: We kicked the butts of the Kraang, not to mention the top henchmen of the Shredder, while we were defusing the bomb and saving the entire city."

"You mean while I was defusing a bomb."

"You get the idea, and the point I'm making is that Splinter has nothing to worry about with the five of us. We're not too overconfident in our own skills, we really are just that good." and so the four Turtles all shared a high three as they prepared to take their leave, with Spider-Man being the only one still concerned.

'Uh huh. And the universe is about to kick us in between the legs in 3… 2… 1.' Spider-Man froze as a certain familiar sensation started going off in his head "It's not over yet you guys, we've got some serious company."

"What kind of company?"

"Well if I had to guess-"

"Your skills are impressive." came the booming voice that directed the attention of the group to where the Shredder stood atop the Mutagen bomb, and then leapt down to meet the five of them at eye level as he levelled his menacing glare on the group "But they will not be enough to save you from my wrath."

"It would be something along the lines of that." Spider-Man spared a quick glance over towards the Turtles "Just so we're all on the same page, is that…"

"Yeah, no doubt about it." Leo's tone was grim "That's the Shredder himself."

"Just making sure. My Spider Sense is still blaring like crazy… just what the hell is it about this guy? I can still feel my skin crawling too."

"That's probably because you're in the presence of a true master of ninjutsu… and one that never bothers to hide his bloodlust and ruthless nature."

"Right…" Spider-Man turned his attention back to the Shredder 'Bloodlust… I don't think I've ever felt anything like this before, not even with Venom or the Green Goblin. I'm gonna have to be on my guard.'

"So it seems that what Bradford and Xever claimed was the truth." Shredder took a few steps forward as he studied his opponents with his typical menacing gaze "There is undoubtedly a fascinating story that explains how my old nemesis came to pass on the secrets of ninjutsu to four mutant turtles, as well as how they came to form an alliance with the so-called Spectacular Spider-Man."

'Huh, he actually said the thing. I'd be a lot more excited about that if anything coming out of his mouth didn't make my skin crawl.'

"Perhaps when this battle is over, I will allow one of you to live long enough to tell the story of your origin."

"I say you're gonna have to catch us first. Hey Mikey, any chance you got one of those ninja smoke bombs left on you?"

"You know it brother, so long Shred Head!" Mikey grabbed a smoke bomb and quickly threw it down… only for it turn out to be a normal egg "Uh… Oops. Alright, I guess that one is gonna be my B."

"Not the first one tonight, let's just hope it's the last. You guys just get ready, I'm gonna buy us a minute to get out of here."

"It matters not what you try to do, it won't be enough to save you from me." Shredder bared the blades from the gauntlets on his arms and charged forward.

"Yeah yeah, wouldn't be the first time I've heard that shtick, but it is the first time I've heard it from a dude that looks like a buff cheese grater with pink skin. Seriously dude, you really gotta get some sun." Spider-Man was quick to meet his charge, weaving around a series of strikes from the Shredder's blades, and tried to launch a stream of webs from each hand, only to run into a problem 'Crap, I was so hyped up about testing out the Electric Webs on Sandman that I forgot to stock up on the regular kind! Maybe if I can-' his thoughts were cut short by Shredder using his other arm to slash him across the chest faster than he was able to react, followed by a rapid kick to the face that sent him staggering back, and then a swift palm strike to the chest that sent him hurtling back into one of the big letters on the Wolf Hotel sign, electrocuting him and leaving him to scream in pain.

"Pitiful. As I expected, he's little more than a novice, an amateur."

"Spidey!" the other Turtles were left to look on in horror at the sight of Spidey's slightly charred form hitting the ground with a loud thud, and then Leo and Raph were left to go on the defensive to avoid the oncoming barrage of attacks, only for Raph to be knocked to the ground by a sharp blow to the head and Leo to be sent flying backwards by a swift kick to the jaw.

"Leo! Raph!" Donnie watched as his brothers were cast aside so easily, then took the chance to charge at Shredder with bo staff in hand.

"Pitiful." Shredder grabbed the end of the bo staff with one hand and used his free hand in order to backhand Donnie to the ground, only to find that arm suddenly held back by chains "What is this?"

"A little something called karma Shredhead! Booyakasha!" Mikey pulled on the chains to try and pull Shredder towards him, only to end being pulled forward himself and met with a roundhouse kick that sent him hurtling across the rooftop, though he managed to throw off a few shuriken at the Shredder before he fell over the edge.

'That takes care of one of them, but better to air on the side of caution.' Shredder peered over the edge to look and make sure that Mikey had fallen, only for his attention to quickly be directed towards Leo landing a slash attack from behind, followed by Raph landing a swift blow to his face and then Donnie striking him with his bo staff, to which he bared his blades "So you wish for your death that badly. So be it, but know that it will not be swift."

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Meanwhile, with the supposedly downed heroes…

"Spidey!" Mikey leapt back up onto the rooftop on the other side and found Spidey still sprawled out on the hotel sign "Dude are you-?"

"Trying to shake it off, just give me a second." Spider-Man let out a groan as he picked himself up and shook off the feelings of disorientation "Okay, that's better, I think I'm good." he paused and looked down at the damage to his costume, as well as the large gash the Shredder had left there before "Well I've still been a lot worse at least."

"You sure you're alright Pete?"

"Keep your voice down dude, the others don't know yet and I sure as hell don't want the leader of some evil ninja clan to figure out who I am." Spider-Man let out a sigh "Besides, I've been fried by Electro way worse than this at least half a dozen times."

"Really?"

"Let's see… first time I saw him, the fight at the ESU lab, the two fights with the Sinister Six back when I had the Symbiote, the fight with him and Vulture on Christmas Eve, me storming the lair of the Master Planner to save Gwen on New Year's Eve. Yep, that's a solid half dozen right there. Anyway enough of the exposition, we'd better help the others."

"You got it dude." and so the two of them moved to rejoin the fight.

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Meanwhile, back with the fight…

"Your attacks are pitiful and soft." Shredder easily fended off a series of attacks from Leo, then barred his blades and quickly forced Raph to go on the defensive "But what else is to be expected when your sensei is as weak willed of a coward as Splinter is." he moved to close in on Raph but was met with Donnie striking him in the back (breaking his bo staff in the process), to which he grabbed Donnie by the head, then grabbed Leo by the neck and threw both of them into Raph and sent the three of them crashing to the ground "Now then…" he took a few steps toward the group and bared the blades "Which of you wishes to be the first to meet your demise?"
"Booyakasha!" Mikey suddenly swooped down from above and started attacking Shredder using both sets of his nunchucks, though despite binding both of his arms he was quickly thrown to the ground "So you'll be the first one to die." he moved to free his arms, only to find them bound even further by a certain white substance "What?!"

"Let's see the buff cheese grater slice through this!" this was when Spider-Man swooped down from above, using a single stream of his webs to hoist the Shredder into the air and bind him to one of the letters of the hotel's sign "And that's how you do it spectacular style."

"I thought you said you used up all your web stuff." Mikey pointed out.

"For the most part yeah, but I managed to scrounge up just enough residual web fluid to do that. Which means that I don't have enough to web sling home. Now I'm regretting not having any pockets in this suit, I could really use some cab fare right about now. Crap."

"Hey think of it this way, you could always spend the night with us."

"Yeah but that doesn't mean- Crap get down!" Spider-Man suddenly shoved Mikey out of the way a split second before a large piece of the hotel sign suddenly fell right on top of him faster than he was able to react, leaving one of his arms and one of his legs crushed underneath the wreckage as a result.

"Spidey!" Mikey was quick to rush over to his side, with the others following close behind him as they looked up to see the Shredder freeing himself from the webbing.

"Proportionate physical strength of a spider, yes… Doesn't mean I'm immune to pain. Really wish I was right about now though, it'd really come in handy…" Spider-Man gritted his teeth despite the pain as he looked down at the wreckage , his costume torn and with a few red stains running along his arm and leg 'Okay, looking was a really bad idea.'

"Just hang on dude, we'll get you out of there in a minute."

"Don't be so confident in yourself Turtle." the Shredder dropped back down to meet the group at eye level, his menacing gaze hardening as he bared his blades on each arm "Covered in blood and bruises, and your spirits remain unbroken. Your resolve is worthy of praise, but it matters little. All of you will die here by my hand."

"Go ahead and try it, we'll see how far you get!" Leo and the others braced themselves and barred their weapons, and they leapt towards him at full speed.

Shredder met their charge with blades bared, one clean strike being all he needed to bring each of the Turtles to the ground, which ended with him grabbing Leonardo by the throat and drawing one final blade from his gauntlet "Tell me where I will be able to find Splinter and your death will be a swift one, on this I give you my word."

"Never…" Leo spat out some blood to the side as his expression hardened "I won't… sell out my father…"

"Then your death will be a slow and painful one." Shredder prepared to stab Leo in the throat with his blade, only to be met with a large chunk of metal hitting him in the face, sending him staggering back a short distance "What?!"

"Spider-Man…?"

Sure enough, Spider-Man was staggering his way forward, blood pouring from his arm and leg as he brushed off the last chunk of the hotel sign "Yep, and there's… a hell of a lot more where that came from." he moved to launch another attack on Shredder as he discretely threw a small object to Leo, which turned out to be a ninja smoke bomb "Do it."

"What do you-"

"I'm holding him off, now get the hell out of here while you have the chance."

"But-"

"Don't argue, just hurry the hell up!" Spider-Man charged at the Shredder and launched a series of punches and kicks at the Shredder.

"...I'm sorry." Leo gritted his teeth as he picked himself up as he made his way over towards the others "Come on, we have to go, now."

"But what about…" Mikey glanced over at where Spider-Man was fighting the Shredder "We can't just leave him!"

"We don't have a choice, he… he's doing it so we can get away. We have to… honor this sacrifice he's making for us." Leo helped Mikey and the others to their feet and threw down the smoke bomb, resulting in a cloud of dark purple smoke covering the four of them.

"You won't escape from me!" Shredder let out a snarl as he batted Spider-Man aside and moved to catch the Turtles, only for the smoke to clear and reveal that they were gone "NO!" he then went on to level his furious gaze on Spider-Man "You will pay for your insolence, and you will pay in blood."

"How about bus tokens?" Spider-Man gave a grin underneath his mask, though it was quick to falter as he stepped forward 'Okay to sum up, all alone up here, got fried pretty bad, and that thing with the sign crushed one of my arms and one of my legs, plus I'm out of webs. Yep, looks like I'm pretty much screwed. Well, might as well go down fighting.' and so he charged forward, using the enhanced muscles in his legs to propel himself.

The Shredder easily met the charge and dealt Spider-Man a series of swift yet brutal strikes using the blades on his gauntlets, ending him Spider-Man covered in a series of deep gashes all over his torso and upper body, as well as a few on the legs, and pinning him to a wall as he prepared to unleash one more blade "Your interference has led to me losing the opportunity to claim my vengeance. For this, your death will not be swift, nor will it be painless."

"How about… before you deal with that… you deal with that breath problem…" Spidey pulled up his mask to reveal his mouth, then spat out some blood and gave a grin "Seriously, the Turtles smell better than you do… and they live in a sewer…"

"I grow tired of your insolent prattling." Shredder prepared to drive his blade through Spidey's throat, only for a gasping noise to draw his attention elsewhere.

"Help me…" a loud splash sounded as man-sized fish landed before the Shredder, alongside a large dog-like figure "Please… help me…"

"What is this? Xever? Bradford?"

"They shouldn't have been involved in what was happening here tonight, and yet they were, so this is the price they had to pay."

"What?" Shredder whipped around to see Spider-Man being hoisted over the shoulder of a new figure, one clad in a dark red-colored suit, complete with horns on the helmet "And who are you, another acquaintance of theirs?"

"Someone who's spent a long time fighting the fight this man and those turtles have suddenly found themselves to be a part of… and someone who dedicated his life to protecting innocents from people like you. Don't assume this is the last time we will meet, and when we do meet each other again, I'll face you with everything I have." and with that, the figure disappeared into the night sky, with Spider-Man slung over his shoulder, leaving the Shredder to roar in fury.

'What the hell…' that was the last thought that crossed Spider-Man's mind before he finally lost consciousness.

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The scene back at the Lair was a grim one.

'I never thought things would turn out like this…' Leo glanced around at the wounded forms of the other Turtles, as well as the downcast form of April, and then his gaze eventually settled solely on Mikey "I know Mikey, I hated it too, but…"

"He did it to save us. We barely even know anything about him and he stuck his neck out to save us." Mikey didn't even look up from his T-phone as he spoke "He's a hero, he said he had the power and the responsibility… but I didn't think he'd have to get himself killed to do it."

"Mikey… you know more about him than you've let on haven't you?"

"Yeah… I know that he's-" Mikey was cut off by the sound of his T-phone ringing, and his eyes nearly bulged out of their head once he saw who it was and quickly picked up and placed it on speaker phone "Pete- I mean Spidey- I mean dude are you-"

"It's alright, you don't need to worry. Your friend is safe." the voice was an unfamiliar one that drew the attention of all of the Turtles "I have him with me now. He was injured fairly badly in the battle you took part in, but he's being cared for."

"That battle?" Leo shared a cautious look with the other Turtles, then looked back down at the T-phone "You mean… you saw?"

"I see in more ways than you can anticipate, but if you're asking if I'm aware that the four of you are… not like most people, then yes. Rest assured that I will not tell anyone of your existence if you don't wish me to."

"That… That is a relief, thank you. But then-"

"I will say that I am grateful to know of your existence. It does provide me a certain sense of comfort knowing that I'm not the only one out there fighting against the Kraang." now that got a reaction out of the others.

"You know about the Kraang too?"

"All I can say right now is that they played a very large part in turning me into who and what I am today. I'm sure that we'll receive the opportunity to meet in person very soon. Until then, you can refer to me as… the Daredevil." and then the call was cut short, leaving a tense silence to hang over the room.

"...That was unexpected."

"Many things were unexpected tonight, my son." this was when Splinter made his way into the room, his expression solemn "All of you were very lucky as well."

"I hate to break it to you sensei, but I think we define that word differently." Raph's tone held a certain bitterness to it.

"Very few have ever faced the Shredder and lived to tell the tale."

"It's just that… he was so fast." Mikey shared a look with Donnie "It's like he went all over the place at once."

"The Shredder has trained for many years in the darkest secrets of ninjutsu, and will not hesitate to strike down his opponent when given the chance."

"So we found out pretty clearly." Leo let out a sigh "You were right before sensei, when you said that we were being overconfident. There are a lot of things out there that we're just not ready to deal with."

"Perhaps, but that no longer matters." Splinter placed a hand on Leo's shoulder as he looked out to the rest of the Turtles "It has become painfully clear now that the Shredder is a problem that will not go away. So you must prepare yourselves my sons, because as of this moment… we are at war."

A/N:

It's around this time that it becomes clear that the Shredder is a problem that won't just go away on its own, even if that was pretty obvious to begin with. Now our heroes, which includes our Friendly Neighborhood Spider-Man, will have to prepare, because as of this moment, they're officially at war with Shredder and the Foot clan.

Granted it's not all bad though, because while Spider-Man does take one hell of a beating while fighting against the Shredder, this does add as prelude to himself and the Turtles meeting a new ally that will aid them in their fight against the Kraang. I won't say who he is now, but I did drop a certain hint at the end there, and by that I mean I basically dropped his name, along with the cameos of him in the last chapter and this one. We'll be learning more about him in the next chapter.

Also, for those of you who don't remember, Spectacular was setting up Sandman to get some redemption, at least that's what it looked like. He was always one of my favorite villains from the series, and if they were going to give him a redemption arc then I wanted to do what I could to follow through with it. To that end, I cut out the appearance of Pigeon Pete (a character who really didn't contribute anything other than some basic comedic value) and put Sandman in here as the messenger in his place. Now he and Spider-Man have come to an understanding of sorts: Sandman is going to be handling the lower-level petty crimes (carjackers, break-ins, robberies, etc.) while our Friendly Neighborhood Spider-Man will be focused on working with the Turtles to take down the Kraang and the Foot Clan. What's more, it's revealed that the Kraang have their hands on the Venom symbiote, and I plan on going somewhere with that, so bear with me for the time being.

Just to close this out, sorry this chapter took so long. I've been wrapping up another semester, and finals have been a gigantic pain to deal with. But my finals will be done in the next few days, so the next update should come a lot faster, the same with at least the next few, so please bear with me until then. Until then, I'll see you guys in the next update.