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.

13. New Girl in Town

(New Girl In Town)

Superjoeyf721: I'm not sure what the official order is, but I was always under the impression that I, Monster had taken place before New Girl in Town. Yeah, now there are only two that don't know that Peter is Spider-Man, and if history is any indication, at least in this story, it's not going to stay that way for much longer. Yeah, Liz still being mad at Peter over the breakup would've been way too predictable, and frankly she is a nice person, so I don't really see her holding a grudge for that long. You don't need to explain why you hate Sally, because frankly I do get it. Yeah, I like to throw in references to various anime and movies for fun, and a few nods to other shows here and there. Good choice for a new name for the Rat King. Overall I'm glad you liked it, and I hope you enjoy the next one as well.

Superjoeyf721: Oh believe me, the show already has plenty of nods to the 1987 series, so I don't want to overstuff it.

Spectacular Webhead 11: Oh trust me, I've got a lot in store for the next chapter. No, I think it's safe to say that anyone who sees the Shredder (aside from those that work for him) know that he's the bad guy. Yeah, the secret is slowly being unravelled to the group. I have plans for some of the other characters you have in mind, but I'm not going to spoil them yet. You'll just have to wait and see.

Heart of Shepard: Thanks, I'm glad to see you liked it. I don't know about all of the X Men, but I have a few ideas for at least a few of them to appear. I did say that I have plans for Gwen in this story, but I'm not going to spoil them. As far as the Clone Saga is concerned, I actually have been considering at least trying to adapt that, but I haven't decided yet.

EDsonic: Okay I know that you ship Peter x Liz, and believe me I get why, but it's not right to be in a relationship with someone you don't have feelings for. It's not fair to them or yourself, and no real good can come of it.

Guest: Thanks, I'm glad to see you liked it. I just went with what I thought would work best with Peter's classmates and tried to stay as true to their characters as I could, while keeping in mind the previous relationship drama, which is why things with Gwen and Harry could've gone a lot better. I'm not done introducing new gadgets yet, though you might have to wait a little while for some of them, but I do appreciate the ideas.

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Another day had come, and the sun was shining brightly over the skies above New York.

'And here we go into day three.' Peter let out a sigh as he pulled a few books out of his locker and closed the door 'I'm only about halfway into my first week back at school, and things have been… mixed, if I'm gonna put it as nicely as I can. The whole thing with Gwen and Harry is about as awkward as it can get, for pretty obvious reasons, and I've mostly been trying to keep my distance from them."

"In the middle of brooding about ridiculously weird your life has gotten?"

Peter glanced over to see April standing next to his locker "That's one way of putting, so why not?"

"Thinking about your… extracurricular activities?"

"Actually at the moment, thinking about the burning dumpster fire that my social life has turned out to be." Peter glanced ahead and let out a sad sigh at the sight of a picture sitting on the back wall of his locker, a picture of him with Gwen and Harry "The irony isn't lost on me, but it is painful. They're my two best friends… or they were anyway… and now I can't bring myself to face them."

"You've known them a long time haven't you?"

"Yeah, since seventh grade. But I guess things change, and not for the better." he let out a bitter chuckle "But I guess things change. People change, and not always for the better. Take a look at me, I went into my junior year high on the thrill of being Spider-Man, and I had this whole plan about how I was gonna end up with the hot blonde cheerleader, raking in the cash from a huge internship with Dr Connors, and look how that turned out." he glanced back at the picture, his gaze mostly on the image of Gwen "I know this is gonna sound corny as hell, but after all of the stuff I've gone through as Spider-Man, I guess I realized that what I thought I wanted didn't really matter to me as much as I thought it would. The thing I really wanted was right next to me all this time, and I didn't realize it until it was too late. But now that I've had a lot of time to think about it… it might be for the best."

"How do you figure?"

"Well for one she's still dating Harry, whose dad happened to be the Green Goblin by the way and he blames Spider-Man for what happened to him. Even without that… Gwen is probably a lot better off with him than with me. Ever since I first got these powers and became Spider-Man, it's pretty much been life or death for me on almost a daily basis. I think Captain Stacy put it best awhile back."

"That if your true identity was revealed to the world, then everyone you cared about would always be in constant danger. The truth about having a secret identity is that a man who wears a mask may not have something to hide, but something to protect."

"Yep, that pretty much hits the nail on the head. He's not wrong either. I've had a few close calls on that front anyway, the biggest example being Venom. Once he found out who I was, I've got the damn Symbiote to thank for that, he knew who it was that I loved the most. I'll give you one guess who that was."

"Your Aunt May?"

"Okay, I'll give you two guesses. I'm talking about Gwen. Turns out Captain Stacy was right on the money, my identity was revealed and the people I care about were put in danger."

"Wait, was this what happened during the Thanksgiving Day parade last year?"

"Yep, along with a lot of other drama."

"Huh. But hold up, you can't blame yourself for that."

"I've been told not to blame myself for a lot of things, but that doesn't stop me. The same goes with the nightmares I've been having about Shredder for months." Peter let out a long sigh as he hung his head "But in any case, the point I'm trying to make is… maybe the best way for me to keep her safe, is to stay away from her. I just hope that the day will come when she understands all of this, though knowing my luck I doubt it."

"Peter…"

"Can… Can we just drop the subject now?" Peter breathed another sigh, and that was the end of that discussion "Anyway let's get going, we've gotta get to class."

"Right… you know that's actually why I came over here. Apparently there's gonna be some kind of announcement about the Criminology course in a few minutes."

"What kind of announcement?"

"Good morning students, this is Principal Davis." and then the speaker boxes on the walls above rang with the sound of a certain voice.

"I would just like to inform all of you that we'll be having a few guest instructors joining at our school this year. With the special criminology seminars once again being held on a weekly basis once again being headed by Captain George Stacy of the New York Police Department, as well as another respected officer joining him, Lieutenant Yuri Watanabe. In addition, they will be joined two volunteers from a law firm located in Hell's Kitchen, defense attorneys Foggy Nelson and Matthew Murdock of Nelson, Murdock & Page."

"...And I think I just found my answer."

"Wait, Nelson and Murdock?" April shot a raised eyebrow over at Peter "Aren't those the guys that-"

"Yep." Peter glanced back up at the PA system "The only question is, what would they be doing in a place like this?"

"I believe that question is easy enough to answer Mr Parker."

Peter and April both glanced over to see a certain man in a suit with sunglasses and a cane approaching them "Oh hey, I didn't think I was going to run into you here Mr Murdock."

"It's good to see you too Mr Parker." Matt promptly shook his hand "I can see you've gone through a great deal since the last time we met."

"That's one way of putting it. So what exactly are you doing here?"

"I will admit that I have a few agendas of my own that I wish to accomplish here, though I'm confident that you wouldn't reveal any of that information to anyone else. I'm sure the same goes for you as well Miss O'Neil."

"You know who I am?" April shot him a rasied eyebrow.

"I was told about your involvement with a certain organization by a certain masked companion of yours." Matt tilted his head slightly so that he was facing Peter "I will say that a part of me had been convinced to take part in this due to recent events, such as a certain incident that took place in the city earlier this week."

"You mean the whole thing they're calling rat-mageddon?" Peter asked dryly.

"That would be it yes. Other reasons would be a certain case that my partner and I have taken up at your suggestion, so this is also a way of gathering information in order to create a proper defense for him."

"A case I told you about?" Peter shared a look with April, but then the realizaion was quick to dawn on him "Oh, you mean…"

"That would be the one yes. Foggy is questioning the younger sister of the defense even as we speak, whereas I was hoping to speak to a Miss Watson."

"If you're talking about MJ, that would be my cousin." April told her "She should be finishing up with Drama any minute now, so you want the main theater on the first floor."

"Thank you for the directions Miss O'Neil, and I'll be sure to see you both this afternoon for the Criminology seminar." and on that note, Matt turned around and went on his way.

"Huh. He seemed nice enough. Did it seem to you like he was hiding something?"

"I don't have any room to talk about something like that." Peter told her dryly "Plus he was the one that patched me up after the first time I fought the Shredder, and he was the one that gave me the contact info for Daredevil, so I'm not complaining."

"I'm not saying it's anything bad, I'm just saying. Anyway I gotta get to trig, and I'm already dreading it. I'll see you later Peter." and so April waved at him and went on her way down the hall.

'And then there was one.' Peter let out a sigh as he glanced around the empty hallway, and then he moved to take his leave, only to be stopped by a finger tapping him on the shoulder, to which he whipped around and came face to face with a certain someone "Gwen…?"

Sure enough, Gwen Stacy stood before him, her long blonde hair flowing down and her big blue eyes making him stop in his tracks, along with the shy smile she was giving "Hi Pete."

"Uh, hey… How's it going?"

"Well enough. How about you?"

"Fine fine, just trying to keep busy, and that's easy enough for me." there was a tense silence that overtook the two of them, which was broken by the sound of a phone ringing "Is that one yours or mine?"

"I think it's yours."

"Right, I think I'd better answer it. I'd better go." he moved to leave, only to stop when he took notice of Gwen holding his hand, causing his face to turn red 'She's so warm. I really should take this."

"I know, but… can we just talk later? Please?"

"Um… I really gotta go. I'll see you around. Maybe." Peter released himself from Gwen's hold and took off down the hall.

Now Gwen was left alone, her expression downcast and solemn, watching as Peter retreated from sight 'Peter… how did things turn out like this?' her gaze snapped to her side when she felt a hand resting on her shoulder, and she found George standing next to her "Dad…"

"Come on, you have a class to get to and I've gotta get the next Criminology session ready for this afternoon." George glanced down at her, and then he gave a small smile "But once school lets out and all of your homework is done, I think the two of us should do something we haven't done in a long time… and pay a visit to your mother."

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Meanwhile, with the masked protagonist…

'God, that gets more painful every time I do it.' Peter breathed a sigh as he he rounded a corner, then pulled out his phone and answered it "Hello?"

"Is this Peter Parker, the photographer who takes the pictures of Spider-Man?" the voice was deep and rather stoic sounding.

"Um… yes, this is him." Peter's entire body went rigid "Can I help you?"

"I certainly hope so. My name is L. Thompson Lincoln. I have a request that I would like for you to carry out."

"What sort of request?"

"Nothing to be too concerned about. I simply want you pass on a message. To Spider-Man, about an urgent matter that concerns us both. The fact is that Spider-Man may be the one I need to end a grave threat to this city and all who live in it. He is the leader of an international criminal organization known as the Foot, and he is a dangerous assassin who's referred to by all that know of him as… the Shredder."

"The Shredder?" Peter's face went pale 'This just got a lot more interesting, and frankly a little bit more freaky if Tombstone is turning to me because of him. Go on."

"I am perfectly aware that myself and Spider-Man have had numerous differences since our first encounter, but new circumstances require us to put our differences aside, at least for the time being."

"Tell me something though, why would you go to Spider-Man of all people? You said yourself that you don't have the best history with him."

"A fact that I am very well aware of, but as I said, new circumstances require us to focus on the bigger picture instead of individual petty grudges. If you encounter Spider-Man, tell him that I wish to meet with him in my office tonight at 9:00 PM sharp. I believe he knows what address this is. I'll have some information that I think he'll find very interesting." and then the line cut off.

"...Well that happened." Peter released a breath as he placed his phone back in his pocket and walked away 'Interesting is one way to describe that, but I'd probably choose to go with creepy beyond belief. Still though, if Tombstone of all people is calling a truce in the name of taking down the Shredder, it shows the guy is bad news in just about every sense of the word. Looks like I'm gonna be busy tonight, and I already know that Daredevil is gonna be out there on patrol for the Kraang. I guess the guys are gonna have to keep an eye out for the Kraang and Shredder without me for a little while.'

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That night turned out to be more eventful than expected, given that the Turtles spent the first part of it trying to track down Snakeweed, who had resurfaced and begun kidnapping people, among them being a certain pizza delivery guy (much to Mikey's horror). Once they had Snakeweed cornered in an alley, Leo suggested that they try and take him from above, only for Raphael to criticize and try and convince the others to attack him head on, which ended with him and Leo getting into an argument that led to Snakeweed getting away. Now tired of Raphael and all of his constant criticism, Leo decided to let him try his own hand at leadership, and promptly stormed away from the group to let off some steam.

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Meanwhile, with the main protagonist…

'Great, so a giant weed monster is running around on the loose again.' Spider-Man let out a sigh as he continued web-slinging his way across the skyline of New York, checking his Spider Cell as he did so 'And now apparently Leo and Raph are arguing again. Great, just what I needed, yet another lunatic with superpowers or some kind of horrifying transformation running around the city terrorizing people. We've already got the Kraang and Shredder doing that. At least we can do something about the Kraang, and Snakeweed is actually more an annoyance, but the whole thing about him kidnapping people does have to be dealt with. Shredder is the bigger problem, because even without superpowers or tech he's a monster in every sense of the word, and he's the head of a huge criminal organization. Well he's not the only game in town, and lucky for me the other one seems to want to help.' it was then that he reached a certain skyscraper and snuck his way in through the window 'Assuming that he's not just luring me into a trap, but that's not his style.'

"Time to make gorgonzola that dumbass dressed up like a bug!" one nameless thug whipped out a rifle and started shooting at Spider-Man in a rage.

"First off, if you mean putting me full of holes with that thing, then you're thinking of swiss cheese." Spider-Man dropped to the ground and leapt back into the air to avoid the oncoming barrage of bullets, and in a few swift movements, he blocked the rifle with a shot of web fluid, dealt the thug a roundhouse kick to the chest and webbed him to the back wall "Second of all, spiders are arachnids."

"Yeah well your spider hole is dead!" another nameless thug whipped out a metal rod and charged at Spider-Man.

"Just be grateful my webs don't come out of there." Spider-Man grabbed the metal rod in one hand and subsequently snapped it in half, then used his free hand to pin the thug to the ground before webbing her to the floor "Seriously, can you imagine how gross that would be if my webs actually did come out of there?"

"Save that for the seedier parts of the city bug." the doors to the office opened, and in stepped a figure clad in a yellow and red outfit with guantlets covering his arms "So you gonna keep up with the wisecracks or can we get down to business?"

"Well now, if it ain't the big bad Shocker himself, and here I thought that you were gonna head out and pick up that gig as a rodeo clown. How's that working out?"

"Why don't you come a little bit closer and I'll be more than happy to show you." Shocker aimed one of his gauntlets, but then he lowered it "At least that's what I'd like to do, but you remember what I said to you the first time we duked it out right?"

"You mean the first time I shoved those gauntlets of yours where the sun don't shine?"

"I told you that if a man is a man, then he honors his responsibilities, so as tempting as it is to just up and squash you here and now, this is about business. The boss is gonna be coming in any minute now."

"The boss huh? So the Nosferatu wannabe is showing himself out in the open again?"

"I believe that's enough tomfoolery for one night." the doors opened again, and in stepped a man in a suit and tie, his skin and hair completely white (Tombstone) "It's been some time since our last encounter, hasn't it Spider-Man?"

"You mean since the last time I decked you on Valentine's Day, along with the other bigshot wannabes? Oh yeah I remember Tombstone, and frankly that was a fun night for me. Up until my love life more or less went down the toilet after that.'

"I wouldn't be so overconfident if I were you, especially given the menace that once again chose to show his face in the days that followed."

"...You always know how to ruin the moment, don't you Tomby?"

"I take it you know who I'm talking about then."

"Trust me, you don't forget the kind of face on someone like the Green Goblin." Spider-Man's demeanor grew dark as his gaze hardened 'The Green Goblin, aka Norman Osborn, aka my best friend's dad. After I took down the three crime lords on Valentine's Day, the Green Goblin had to show up and take over as the new Big Man of Crime in the city. We battled it out a few times until the point where he… anyway, the aftermath of that fight was what led to my social life becoming the burning dumpster fire it is now. And now there's more crap to deal with.'

"But the past is the past, and in the world of business you shouldn't let personal bias get in the way of doing what needs to be done." Tombstone's gaze levelled squarely on Spider-Man "And that point leads me to why I asked you to come here tonight. With or without my actions, you surely intend to continue fighting crime throughout the city, and if that is the case, then you need to be made aware of exactly what it is you're dealing with. Or to be more accurate, who it is that you're dealing with, and what he's capable of."

"Cool it with the cryptic warnings, I know this is about the Shredder. The Parker kid told me about everything you said in that message."

"Serious and straight to the point, I see that you have learned a few things since the last time we met." Tombstone gave a small smirk of approval, but then his expression hardened as made his way across the room and sat down behind his desk "I can't say for certain how much you already know, but the Shredder is little more than an alias for his true name, Oroku Saki."

"Yep, and I also know what Oroku means."

"I'm sure you do. Oroku Saki is the head of the Foot Clan. To the general public it's known to be little more than a prominent ninja clan from Japan. But there are few who know of the true nature of the clan, that under the leadership of the Shredder, it had become a worldwide criminal organization, one of the most powerful in the world, surpassed only by the likes of HYDRA or AIM."

"Are you serious?"

"I'm always serious when it comes to business, but I can tell you with certainty that there is a big difference between the approach I use, and the one used by the Shredder. Speaking personally, I don't have any problems with individuals taking part in super heroics. In fact I often commend the actions of groups such as the Avengers, the Heroes for Hire, the Fantastic Four, and individuals such as yourself and Daredevil. You're willing to put your lives on the line for the sake of what you believe in, and I respect that."

"Yeah sure, you say that now." Spider-Man let out a snort "Funny thing I'm noticing with your logic Tomby. Heroes try to take down other big bads in criminal organizations, sure that's fine with you. Heroes try to take you down and expose you as the Big Man of Crime, referring to yours truly, and suddenly you go and get all uppity."

"It's a little something called running a business Bug." Shocker told him flatly "That's how the world works."

"And apparently running a business means that if someone tries to oust you for breaking the law then you blow their heads off. See stuff like this is why you oughta try out as a rodeo clown, you definitely got the accent for it."

"I believe we're getting off topic here." Tombstone was quick to shut them both up as he stood back up "The difference is that even when certain individuals do interfere in my business, I try to avoid bloodshed if possible, and only do so if my hand is forced."

"Which usually turns out to be the case for me."

"You tend to have a knack for that." Tombstone promptly ignored the sound of the loud snort that came from Shocker "But in any case, while you may find my methods to be questionable, the fact is that the purpose my business holds is to keep order in this city. If that order were to be disrupted, you can't even imagine the kind of scum that would run rampant solely for the sake of spreading chaos."

"Right, like creating supervillains just for the sake of killing me isn't chaotic enough."

"In any case, the fact is that my actions are with a purpose, and I prefer not to dirty my hands if I can avoid it. The Shredder on the other hand, now that's a different matter entirely. The Shredder is an assassin by nature, and if you are not with him, then you are either against him, or just an obstacle in his way. And if you're against him… then your life may as well be forfeit. I can tell you for a fact that few who have encountered the Shredder have lived to tell the tale, something that you understand all too well, if recent events are any indication."

"...Yeah, I get that all too well." Spider-Man unconsciously touched his chest where the scars lay underneath his suit 'Even with the Turtles helping me, the five of us fought Shredder together and we couldn't even scratch him. I barely made it out of that fight alive, and I probably wouldn't have at all if Daredevil hadn't saved me. I'm gonna go out on a whim and guess that you've met the Shredder before?"

"That I have my heroic friend, and not on friendly terms, to say the least." Tombstone slowly started to remove his clothing from around his torso, starting with his blazer, then his tie, and then he started undoing his shirt… which left Spider-Man feeling very uncomfortable.

"Not where I thought this meeting was gonna go."

"I'm showing you the result of my first encounter with the Shredder. This was 12 years ago, not long after Silvermane was sent to prison, and I was starting out my own business. But there was another who wished to take his territory for his own organization, that being the Shredder. I had confronted him in a private meeting, hoping to… persuade him to let me have the territory for myself. Unfortunately for me, I was more confident than capable back then, and I was unable to follow up on my threats." he finished opening his shirt, revealing the long jagged scar that ran down his chest, leaving Spider-Man in silent horror "This is the consequence of such a grave mistake, with the Shredder leaving me with a permanent reminder of unjustified arrogance. I'm sure that you have one of your own from your encounter with the Shredder. I also learned of another important detail regarding the Shredder. If you find him and cross him, or dare to make an enemy out of him, he will find you and make an example out of you. Not only that, but he will find every single person that you've ever cared for… and do the same to them, so that no one else will be foolish enough to make that same mistake. I can tell you now, that mistake is one I have never repeated since."

"...Woah."

"Indeed." Tombstone took a minute to put his suit back on, then turned to face Spider-Man "So now you know what the Shredder is truly capable of, and you have a better understanding of his true nature and how he operates."

"Yeah, I pretty much had all of that before. I'm working with the sons of a guy that Shredder wants dead."

"That's quite a long list with someone like the Shredder, but let me ask you this. Based on what we've discussed here tonight, and what I've shown you, what do you intend to do? Do you choose to carry on fighting against him, or will you be smart enough to look the other way when it comes to the Shredder, to keep not only yourself safe, but all of those you hold dear, from his wrath and vengeance." there was tense silence hanging over the room for a moment.

"...I already know my answer." Spider-Man slowly looked up at Tombstone as gaze hardened with a sense of resolve "Do you remember what I said to you the first time we met?"

"I assume you're going to tell me regardless of my answer."

"Yeah well, I am. I remember all too well what happened the last time I looked the other way. I can't make that mistake again. I won't. Never again."

"...I see." Tombstone finished redressing himself and sat back down "If that's your decision then I won't stand in your way."

"Tell me something though, if you know that the Shredder is a criminal mastermind then why not just rat him out and turn him in?"

"For the same reason why nobody had caught onto my… extracurricular activities. Claims are often and bold in every sense, but they matter little without substantial evidence. The Shredder is better at covering his tracks than even I am."

"...Damn."

"Indeed. Consider these warnings to be my method of repaying you for your efforts in bringing down the Goblin."

"And that just shows how much of a hit you are around the holidays Tomby." Spider-Man moved towards the window in order to take his leave, but he stopped and turned back to face Tombstone and Shocker "Just giving you a little heads up, just because Shredder is around doesn't mean I'm gonna be looking the other way with you and your boys. Not even the threat of a massive alien invasion or an evil ninja master running around the city is gonna be enough for me to turn a blind eye to your great works. Make sure to keep your lights on Tomby, because I'm gonna be coming for you soon." and with that, he leapt out the window and started web-slinging away into the night.

"It seems that even with the passage of time, some people just don't change. Our masked friend out there is certainly one of them."

"You want me to shoot him out of the sky?" Shocker readied one of his gauntlets "Say the word and he's gonna be as dead as a bug on a windshield."

"No, let's hold off on that for the time being. If Spider-Man and these new companions that he's rumored to be allied with can distract the forces of the Shredder, it may be what we need in order to regain some hold over the city."

"And if the Shredder starts making a power play?"

"Then we will support him, if for no other reason than to make sure that the Shredder or other insidious forces don't claim hold of the city for themselves. After all Shocker, it's as a wise man once said, sometimes you have to keep your friends close and your enemies closer."

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While out sulking on his own, Leonardo ended up being found by a squad of Foot ninjas, which he managed to dispatch with relative ease, only to be confronted by a kunoichi that was with the Foot ninja, who took him by surprise, then used blinding power to stun him and knocked him to the ground with a single blow. She went on to introduce herself as Karai, then chose to spare his life and left without another word, leaving Leo behind and significantly stunned by the whole encounter.

Back in the Lair, Donnie was trying to pinpoint where Snakeweed was hiding out, which wasn't particularly easy thanks to Raph breathing down his neck, when Leo showed up, still looking rather disheleved following his encounter with Karai and the Foot, only for Raph to insist on keeping him in the dark, which left Leo to once again go off and brood to himself, while the rest of the Turtles went out to track down Snakeweed.

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A short while later…

'Well that could've gone worse. At least it didn't end with anyone trying to blow my head off, which actually might be a first for me.' Spider-Man found himself musing over his previous encounter as he made his way into the Lair, only to find Leo sitting in front of the TV alone "You watching Space Heroes alone again?"

"I wouldn't have to if my brothers had better taste." Leo told him flatly without looking away from the screen.

"I like the show."

"Which shows that you have better taste than they do."

"I don't know if I'd go that far, but I do know that if I hear anyone say that Space Heroes is nothing but a cheap ripoff of Star Trek, then I'll stick some webs down their throats."

"Good enough for me." Leo held up a box of pizza "You want some? I took it out of Raph's stash in the fridge."

"I'm not gona say no to free pizza, and I skipped dinner. Hit me." Spider-Man lifted up the bottom half of his mask and started downing a slice of pizza "So which episode are you on right now?"

"This is the one where Captain Ryan dates the space woman called Celestial, but then she turns on him and he has to vaporize her using the Disintegrator. Eesh, I never knew that relationships could be so complicated." he was met with a loud snort "What?"

"Please, if there's anyone on this entire freaking planet that understands how migraine inducing relationships can be, it would be yours truly." Spider-Man downed another slice of pizza, then paused as he glanced over at Leo "So where are the rest of the guys right now?"

"I don't know, and frankly I don't care. They're probably off tracking Snakeweed under the ever so brilliant leadership of their new leader."

"You wanna translate what the shell that means?"

"It means that Raph thinks he can lead the team better than me, so I decided to finally give him the chance to, if for no other reason than to shut him up."

"Uh huh. You know I'm not really in a position to criticize people's decision-making, at least given my own experience in that field, but that seems like a really bad call to make."

"Oh come on Spidey, I've had to make every other decision up until now and frankly, I'm sick of it. Those guys have no idea what kind of pressure I'm under or what I have to deal with, and all they do is complain and make it worse. Is it too much to ask for just a simple thank you?"

"Oh get real man." Spider-Man let out a scoff as he pulled himself to his feet "You think that I do this whole hero gig because I get thanked for it? I go out there and risk my life on a daily basis to do be a hero, all for a city full of millions of people who think I'm a threat and/or menace, and most recently as of my last fight with the Green Goblin, a murderer. I know there are tons of people out there that are never even gonna give me a simple thank you for what I do, but I do it anyway. Do you know why?"

"I get the feeling you're going to tell me anyway."

"Good because I am. I don't do it to get rewards or gratitude, I do it because I have this great power, and I have the great responsibility to use it for the right reasons. When I think about that, it doesn't seem like the burden is that heavy to bear anymore."

"Yeah well, what if I don't want this burden? Did you ever think of that?"

"Did you ever think about what happens when you give someone like Raph and sort of actual authority? You know that if he's the one in charge of the others then he's gonna do something really stupid and get them all in deep mierda."

"...Mierda?"

"I dabble in Spanish. And I hate pop quizzes, at least the ones that involve languages.'

"Well in any case Raph is the one in charge, so whatever trouble he gets himself into, that's not my problem." the only response Leo received was the sound of Spider-Man clenching his fists so tightly that blood began trickling from his gloves.

'...Not my problem huh? Doesn't that sound familiar in the worst way possible. Like hell I'm gonna let history repeat itself.' Spider-Man gritted his teeth as he pulled out his Spider Cell and started typing away "Okay first up, I just figured out where the guys are."

"How did you do that so fast?"

"I just used my Spider Cell to triangulate the positions of their T-phones by bouncing the locator signals off the satellites."

"You know to do that?"

"Well I am something of a scientist myself." Spider-Man gave a shrug as stowed his Spider Cell away in his suit, but then his demeanor grew serious again "In the meantime, you're coming with me. I've got something I want you to see. A few things actually." he glanced behind him and took notice of Splinter watching the two of them from the entrance to the dojo, and he gave him a silent nod 'I'm gonna handle the life lesson this time… and maybe bring him in on my little secret, depending on how this goes.'

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The night was calm over the skies of New York, but the mood was fairly somber, at least in the area overlooking a certain cemetery.

Gwen's expression was solemn as she knelt down on the ground and placed a bouquet of flowers in front of a certain grave "Hi mom… you know, I still find it hard to believe it's already been more than five years since… since I lost you. I'm sorry I didn't come sooner, but I wanted to see you and… I just really miss you. You were always so amazing. The thing is that… I'm really in trouble here. I've made some choices lately… they seemed like good ideas at the time, and most of them were coming from a good place… But this whole thing with Harry… Okay, I may have agreed to go out with Harry mainly because Peter was going out with Liz… Looking back, that was a mistake… But now he just lost his dad, and if I break up with him now, he might end up doing something drastic. What makes it worse is… how much I know this whole situation is hurting Peter." she gave a sad smile at the mention of Peter's name "I haven't told you about him before have I? His name is Peter Parker, and the truth is… I love him. I have for a really long time now. I still remember the first time I saw him. It was back during the first month of seventh grade… I had just lost you over the Summer, and I was in a really bad place. But then he sat down next to me. At first I thought he was cute, but in a clumsy sort of way, and he had this sense of warmth and innocence surrounding him. But he was the only other one in class that wore glasses, so I guess we might have gravitated towards each other, but the thing I remember most was that smile. The way he gave that cheerful and carefree smile… it reminded me so much of yours. But when I saw it on him, it felt different… it was something I had never felt before. We became fast friends, and we got used to hanging around each other. We learned a lot about each other's lives, like how his parents had died when he was really young, and he lived with his Aunt May and Uncle Ben over in Queens. If I'm going to be completely honest, meeting him and being with him was what helped me get through losing you. Then we met Harry and formed our own little friendship group, but I still leaned more towards Peter and stuck close to him. At first I thought it was because we had so much in common, but as time went on I realized what it meant. I was in love with him. I still am, even after all this time and all that's happened. But at the same time, it's what makes this so painful. I want to be with him more than anything, but I can't. I know it's hurting him too, and the thought of that is tearing me apart inside. I don't know what to do… please, just give me some kind of sign about what it is that I'm supposed to do." she felt a hand on her shoulder and looked up "Dad…"

"Sorry Gwennie, but could I have a moment with your mother?" George gave a small smile as he knelt down and placed a single rose in front of his grave, as Gwen backed away a few feet to give him some space "Hi Helen… I'm sorry it took me so long to come here… the truth is that you were always amazing… a loving wife, even better mother… Truth be told, I still can't help but wonder what you would think of how I've been doing with our little girl… Given what she's going through right now, you would've had the solution for her at the drop of a hat. But even I don't have all the answers. I know you would probably say that I'm overanalyzing this whole situation, and maybe I am. But seeing our daughter in so much pain, sometimes I just can't help myself." he felt a hand gently grip his shoulder, and he glanced back to see Gwen standing next to him "Something about this scene feels really familiar."

"What can I say, I learned from the best." Gwen gave a small sad smile "And you did great with me, you still do… I'm just so confused. I don't want any of my friends to get hurt anymore than they already have, but…"

"Whatever you want to decide Gwennie, just know that I'm here for you." George took Gwen's hand in his and gripped it reassuringly, but then the sound of a loud splat drew their attention, prompting him to pull her behind the tombstone next to them, though the two of them did poke their heads around the corner to see what the source of the noise was.

"Here we are." as it turns out, it was Spider-Man dropping down into the cemetery on a line of his webbing, with Leonardo emerging from the shadows close behind him "Sorry it took us so long to get here, I kind of forgot it was so far away."

"It's not that big of a deal." Leo glanced around the interior of the cemetery "Why exactly did you bring me all the way out here in the first place?"

"It's like I told you before, there are a few things I wanted to show you." Spider-Man stood in front of a certain grave, and he gently placed a hand on the headstone 'Here lies Ben Parker, a beloved husband and uncle, along with a lot of other things. Being in this place, knowing what it represents, it makes me think of all of the mistakes that I've made since the first time I put on this mask. I've made so many of them. But at the same time, those mistakes have helped to turn me into the person I am now." with a deep breath, he pulled off his mask, revealing the true face of Peter Parker for all of those present to see "Maybe even, to help me turn into the person that I mean to be."

The sight of his true face was enough to make Gwen let out a gasp, only to be pulled back behind the headstone by George as a hand was slapped over her mouth, though it didn't do anything to curtail the shock she felt 'There's no way… but it couldn't be… Peter is Spider-Man?!'

"I'm guessing you have a couple of questions about this." Peter turned back to face Leo and saw how taken aback he looked "And by a couple, I mean a lot, so I'm just gonna go ahead and give you the short version. My real name is Peter Parker, and I'm 17."

"Well… that answers two of the numerous questions I have." Leo took a moment to regain his voice "Do… any of the others know who you really are?"

"Actually most of them already figured it out. Truth be told, you're the first person that I've ever told my secret that didn't figure it out on their own."

"Uh huh. And which ones know about you specifically?"

"In the order that they found out, that would be Mikey, Donnie, Splinter and April. So now it's pretty much just Raph that doesn't know."

"All of them do? When did they find out, and how?"

"Again, in order: Mikey found out around the time he and I saved that girl from Kraven, that was when you guys were off dealing with Falco and the psychic monkey. Donnie found out at some point during the first month I started training with you guys. I'm not sure when Splinter first found out, but he told me not long after Donnie did. It turns out he's actually an old friend of the family."

"Seriously?"

"Yep, it threw me for a loop too. As for April, she apparently figured it out not long after I met her outside of the mask for the first time, which we both attributed to that rare sensitivity she's shown off before. It actually works out pretty well, she and I go to the same high school and her cousin is a close friend of mine. She knows too for the record."

'Mary Jane knows too?!' Gwen whipped back around to look at them, only to end up bumping against the tombstone she was hiding behind, creating a loud thud.

"And we've got company." in the blink of an eye, Peter had pulled his mask back down over his face while Leo hid in the shadows of a nearby tree, and he readied his webs "Who's there?"

"There's no need to worry, it's just me." George suddenly pulled himself to his feet, though as he did he gave a subtle glance to Gwen, conveying a clear message 'Stay there and stay quiet, don't let them know you're here.'

"Huh. Well now I feel stupid." Spider-Man spared a quick glance over at Leo "You don't have to whip out your swords or anything, he's a friend. It's okay to come out." he was met with silence, to which he let out a sigh "He already knew about you for the record. Sort of."

"...That raises even more concerns." Leo released the grip he had on his swords and slowly made his way out of his hiding place, and him and George locked gazes "Um… hello."

"Right I think some introductions are in order." Spider-Man once again removed his mask and revealed the true face of Peter Parker "Anyway Leonardo, this is my contact on the force that I told you about, Captain George Stacy of the NYPD. Captain, this is Leonard, one of the… new friends that I chose not to comment on."

"I thought as much." George studied Leo for a moment, then turned back to Peter "So by any chance, is this the one that helped you save my daughter from Kraven?"

"No, that would be his younger brother. You'll recognize him when you see him. He'll be the one that actually has a sense of humor similar to mine."

"I see." George turned his gaze back to Leo and gave him a simple nod, a gesture that was promptly returned to him, and he turned back to Peter "I take it you wanted to pay your respects while you were in the area?"

"I have a few things I want to take care of, but that's definitely part of it." Peter glanced back over at Leo, then at the grave in front of him "Like I said, the main reason why I brought you here is because I have something that I wanted to show you. Do you remember what I told you back when we first met, about when I got my powers and how I decided to use them?"

"You never told us how exactly you got your powers." Leo pointed out "You just said that you chose to become a superhero when…"

"When I lost the only man that I could ever call my father. Yeah, for me that was the man who raised me, the man who taught me everything I know… my Uncle Ben. But I'll get to that in a minute. You need to understand something first Leo. Me trying to fill the role of a hero, and you being the leader of your team, they have a few things in common. They're not about getting any kind of gratitude, they're about the responsibilities that have to be fulfilled. Of course the burden we have to carry is ridiculously heavy, but it still has to be carried… even if the consequences they cause make you just want to give up."

"What do you mean?"

"Let me give you an example." Peter paused and glanced back at George "The only thing is that a lot of what I'm about to say is… sensitive."

"Nothing you say is going to be repeated, not by me at least." George assured him, then glanced back to where Gwen was still hiding 'Not by my daughter either, I'm sure. I've learned over the years that there are some things in life that are better left unsaid."

"...Good enough for me." Peter took a breath as he turned towards Leo "One example that I think of is an incident that happened at ESU last year… with Dr Connors. He ended up turning himself into the Lizard. He didn't do it on purpose, he was trying to create a formula that can regenerate lost limbs. Turning himself into a man-sized Godzilla was just a side effect that came with using lizard DNA in his serum. The others at the lab worked to mix up an antidote, the Gene Cleanser that I told you about, while I had to slip out because of the whole secret identity thing. I became Spider-Man and chased down the Lizard, and eventually I managed to get the cure in him and turn him back to his human form."

"But… that's good isn't it? You saved the day and nothing bad happened."

"To Spider-Man or the Connors maybe, but to Peter Parker, not so much. I couldn't tell them about how I was the one that saved them, so they thought that I just ran out on them like some kind of coward. " Peter let out a bitter chuckle at the memories "I went out of my way and risked my life to save Connors and the others, and do you know what I got for it? A bashed up hand, a hard 9 pm curfew, losing my internship, and two of the only real friends I had thinking that I was the scum of the Earth. I was so mad about it that I actually snagged a Gene Cleanser on the way out from the lab and prepared to take it myself, get rid of my powers there and then."

"But you have the powers now. What stopped you?"

"Two things mainly. One, the memory of my Uncle Ben and what he taught me. Two, it was when I realized that despite everything… I saved them. Sure being Spider-Man isn't like having a magic wand that can just solve all your problems with a wave of your hand, but thanks to these powers and the mask, Dr Connors was cured and his wife and son got him back. That was when I realized that it didn't matter if nobody threw a parade. I keep going out there to be the hero, to save lives, because it has to be done."

All the while, Gwen just sat in her hiding place, staring off into her space, her eyes wide as she listened to Peter's story 'So that's what happened… All this time, I thought that Peter just ran off and abandoned us… He was out there fighting for his life, fighting to save Dr Connors and so many other people… He was the one that cured him, and I turned my back on him and shunned him… Oh god, what did I do?'

"Do you understand what I'm telling you Leo? I mean do you really get it?"

"Yeah, I get what you're saying." Leo breathed a sigh "You're saying that even if it turns out to be incredibly painful, these burdens have to be carried because people depend on you. But why did you have to bring me here to tell me that?"

"Because that's only one part of what I'm trying to tell you. The first part explains why these burdens have to be carried, no matter how heavy they might be. The second part explains what happens when you choose not to." Peter's face fell as he turned back to Ben's grave, a series of painful memories flooding into his mind "Do you know why I chose to become Spider-Man in the first place?"

"You said it was because you wanted to do something good with the hand fate dealt you, in those exact words."

"Well yeah, but it became that after… certain events unfolded. Truth be told, I reason I chose to become Spider-Man in the first place was to try and make some money. I made the costume and the web-shooters, making sure to keep it a secret from my aunt and uncle, and then I went to this venue downtown to try and win some cash in a wrestling match. I took my opponent out without breaking a sweat, but then when the time came for me to get paid, the manager said that I had to sign a contract with him. I told guy that wasn't going to happen, and apparently this meant that I wouldn't get my money for winning. I said this wasn't far, and he basically told me that wasn't his problem. I was pretty much livid, but there wasn't anything that I could do about it, so I made my way to the elevator. Then I heard some yelling, and I looked back and saw a certain someone making a beeline for the elevator."

"Walter Hardy, known as the Cat Burglar." George's expression darkened at the mention of that name, and he cast a subtle look over to see Gwen's shocked expression "I don't think I'm ever going to forget what happened that night."

"Don't jump ahead, I'm telling him this with a purpose. Anyway, I was right there, I could've stopped the guy, and I knew it too… But I didn't." Peter looked down in shame "I just stepped to the side and let the crook into the elevator. I saw him smile at me as the door closed. Once he was gone, the manager didn't waste any time in chewing me out for letting him go, and do you know what I said? I flat out told him that it wasn't my problem."

"So then… you just let him go?" Leo finally spoke again and looked at him "Is that why you started fighting crime, because you felt guilty about what you did?"

"Oh just wait, I haven't even gotten to the horrible part yet." Peter's gaze was locked hard on the gravestone "After that whole ordeal, I left the venue and went home. When I got there, I saw a bunch of cop cars in front of my house. I found out that while I was gone, some burglar broke into our house… and he shot my Uncle Ben dead, and stole his car."

"I was there that night." George's voice was soft and void of any emotion "I had all of my units out searching for Hardy."

"I overheard one of your guys say that the killer was being chased down, but that wasn't enough for me. I wanted the guy who took my uncle from me, I wanted to get my hands on him and take out all my anger on him. It was my uncle's car so I'd recognize it the second I saw it, and so I went after it. I made the guy crash, and he tried to hide in an abandoned warehouse. I went in after him. Nothing he did to try and stop me worked, I was too fast… and too angry. I got a hold of him and pinned him against it window, and it shattered when I stuck him against it. Then there was a spotlight shining down on us, and I got to see the look in his eyes. The fear he was feeling, I enjoyed it. Then I ripped off his mask, and got a look at his face… and I felt my whole world come crashing down when I did."

"You don't mean…" Leo's eyes widened as the realization dawned on him "Do you mean that he was…"

"Yeah. The one who broke into my house and killed my Uncle Ben… was the same guy that I let go earlier. If I had stopped him when I had the chance to, then my uncle would still be alive today."

"But… it wasn't-"

"Don't try to tell me it wasn't my fault, because I know that's not true." Peter felt a few tears run down his cheeks, but he quickly wiped them away "Anyway, that was the moment I really came to truly understand what my Uncle Ben meant when he told me that with great power comes great responsibility. I have the power to make sure that what happened to him never happens to anyone else, so long as I can stop it… Even so, I'll never be able to forgive myself for what I did that night. And honestly, there isn't a day that goes by where I don't hate myself for it." he forced back a few more tears as he turned to face both Leo and George "But I'm not just giving you the story of my life to get pity Leo, I am telling you this for a reason. Great power coming with great responsibility means that I have to use my powers for the right reasons, but losing my uncle also helped me to realize that it had another meaning… That if you can do the things that I can, but you don't, and then the bad things happen… they'll happen because of you."

"...You're not just talking about you anymore, are you?"

"No. This whole thing is actually meant to apply to your role as a leader. I guess another way to describe what you have to deal with is that with great leadership comes great responsibility. It's the price to pay for being in charge. I guess it means that if you have the role of a leader, and the responsibility to lead the others and make sure that they stay safe but you don't, and then the bad stuff happens, it's going to happen to you. Look I get it, Raph doesn't make it easy for you, and frankly I find it exhausting listening to him talk at all, but it's still your responsibility. Can you look me in the eye and honestly tell me that if something happens to any of the others, and you could've stopped it but didn't, then you'll be able to live with yourself?"

"...I think we should get going."

"Where to?"

"To find my brothers and make sure that they don't get themselves killed." and so Leo promptly disappeared into the shadows.

"Well I got done what I needed to, I think I'd better go after him." Peter glanced over at George and handed him a piece of paper "Just in case you can't get ahold of me, here's the number for him and the others if you need some backup."

"I'll be sure to keep that in mind." George pocked the piece of paper, then looked at Peter and put a hand on his shoulder "I will say this though Pete. Wherever you uncle is, there isn't a doubt in my mind that he's proud of you and the good you're doing."

"I'd like to think so. Thanks. I'll see you next time the city is about to get wrecked." and so Peter put his mask back on, and then Spider-Man web-slung away into the night.

'There isn't a doubt in my mind about that either.' George gave a small smile, then went over to where Gwen was still hiding behind the gravestone, only now she was trembling with her arms wrapped around herself, tears brimming in her eyes, and so he let out a sigh "Come on honey, let's get you home. I think it's safe to say that in the morning, you and I are going to have a lot of things to talk about."

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Meanwhile, with our wayward heroes…

"Alright, it shouldn't be too far from here." Spider-Man continued webslinging his way across the rooftops, with Leo following close behind him "There's an alley about a block or two from here that'll take us down into the tunnels near where the guys are right now."

"Does that mean we're gonna be close to Snakeweed's hideout too?" asked Leo.

"Probably. Didn't the guys tell you anything before they left?"

"Well Donnie said it was near a 47th and something, but Raph said that I was on a need to know basis, and apparently I didn't need to know."

"Yeah well it's been my experience that when muscle-bound dipsticks act like they're better than everyone else, they're usually compensating for something." Spider-Man paused as they dropped into an alleyway below them "But as tempting as it is to bash Raphael and about ¾ of the guys on the Midtown High football team, it's gonna have to wait, we've got incoming."

"What kind of incoming?"

"The kind that kicked your shell across a rooftop." this was when a certain kunoichi (Karai) dropped down in front of him, a confident smirk plastered across her face "I gotta admit though, I didn't expect to find you with the masked idiot over there."

"Hey!" Spider-Man let out an offended yelp.

"I'm just calling it like it is."

"Well he happens to be my friend." Leo patted Spider-Man on the shoulder and gave him a small smile, then turned back to Karai "Besides, if nothing else he's good company and he's someone I can actually talk to. If it wasn't for him then I'd be stuck talking to myself, but then again there are times when I'm the only one that will listen to me."

"Oh I'll be more than happy to listen to you, when you beg for your life that is." she promptly drew a sword from her armor.

"Go ahead and try it. Spidey stay back, this one is all mine." Leo drew one of his katanas off the back of his shell "Let's see how well you do against someone that can actually see."

"Let's see how well you do against someone that's better than you."

"Let's see how well you do against… Oh the hell with it, let's just go."

"Works for me." so the two of them readied their stances, and then she leapt forward as the battle began, their blades clashing a few times before she leapt over him and began slashing at him with her sword, though she didn't land a blow on him.

"So you went with Juji-ken, an interestin choice." he rushed at her and launched a series of slashes with his own sword, only for her to evade them with ease.

"And you went with Kocho-giri, a predictable choice if there ever was one." the two of them clashed their blades once again, though she quickly found herself being pushed back and eventually chose to leap back to gain some distance "I've gotta admit you're better than I thought you'd be, no wonder you and the others haven't been killed yet."

"Well it's not like Shredder hasn't been trying to for months on end."

"I know, it's all he talks about, the revenge and the vendetta. Frankly it gets way too old after awhile."

"Really? Judging by the tone, I take it that you don't approve?"

"No I'm fine with it, I'm just saying that the guy needs a hobby."

"The sad thing is I'm pretty sure it is his hobby." was Spider-Man's dry input.

"Even worse, I'm pretty sure you're right." and then she went back to launching her assault against Leonardo, in which she landed a roundhouse kick to his face to throw him off and held her sword pointed at his throat, which he managed to counter, by she kicked his legs out from under him, followed by another kick to the face that sent him staggering back "Still not bad, but I've seen a lot better than you."

"Maybe from people with one blade." Leo wiped a little bit of blood from his lip, then drew his second katana off the back of his shell "But let's see how you fair against me when I'm using two blades."

"Now this ougtha be interesting. Come at me."

"As if you had to ask." and so the two of them charged at each other again.

All the while, Spider-Man watched the fight unfolding from his place perched on one of the walls of the alleyway 'Why is this whole thing reminding me of the dynamic that I always have with the Black Cat? Seriously, the amount of deja vu I'm getting from this is ridiculous.'

"Let's see how cocky you are now that I'm fighting you at my best!" Leo began pushing Karai back as he continued his assault with both of his katanas.

"If this is your best then you're better off not trying!" Karai weaved around Leo's attacks and leapt onto the fire escape above her, only for Leo to follow her up there "Persisten little pain in the shell aren't you?"

"We tend to have a knack for it. But you know what, I don't think you're as bad as you like to make yourself out to be."

"Are you for real? What part of me swinging a sword at your head isn't getting through the thick part of your shell?"

"How about the part where on the rooftop earlier, you had the chance to finish me, but instead you chose to let me go. How do you explain that?"

"It's not exactly rocket science, you're the first thing I've come across in this city that doesn't bore me out of my skull."

"Even compared to the dozens of supervillains and mercenaries running around?" Spider-Man pointed out dryly.

"Yeah but they're all about work and crushing the guys who humiliate them, and most of them are all one-dimensional." Karai launched a volley of shuriken at Leo, forcing him to block them with his swords, and then she managed to get behind him and hold her blade to his throat "And besides, I doubt you're as good as you like to make yourself out to be. Don't tell me the whole thing about being a goody-three-toes doesn't get old as hell after awhile."

"I still say… it's better than the alternative." Leo gritted his teeth.

"And what would that be, too cut loose and have some fun, to live your own life the way that you actually want to live it?"

"How about… this for an alternative!" Leo managed to elbow Karai in the gut hard enough to get her to stagger back into a wall, and then he held his own sword to her throat "How do you like that one?"

"Sounds to me like you struck a nerve."

"What, because I just beat you?" Leo was suddenly pushed back to the edge of the fire escape and met with a knife once again his throat, but he managed to break away "Okay, I think I let myself get a little bit cocky there."

"And that's what makes it more fun. But in the meantime, you see that high rise out in the distance?" she pointed at a nearby skyscraper.

"You mean the Byerly building, what about it?"

"Meet me there at midnight."

"What for?"

"I've got something that I want to show you, and I get the feeling that you're gonna be pretty interested." and then she leapt onto a rooftop and took off running into the night.

"Huh… well that happened."

"And the whole thing gave me some serious deja vu." Spider-Man leapt onto the wall directly above Leo and lifted up his mask to reveal the face of Peter Parker "Truth be told, it reminds me a lot of what I had going with the Black Cat, you know back before she hated me."

"I'm not really seeing the similarities."

"You gotta live through it to really understand it. Plus there's the fact that her father was the man who killed my uncle, which makes it all the more painful, especially since I think she had some kind of interest in me for one reason or another. I'm still not sure what it was, but the fact that she was pretty much my first kiss sort of engraves that into my head."

"Wait, she was actually your first kiss?"

"Pretty much yeah, the first of… well three actually. There was Black Cat, then Gwen, and then there was Liz. All of them initiated it and never gave me a chance to reciprocate, even if I was too shocked to do anything about it." he paused and checked his Spider Cell "Speaking of girl problems I gotta get home, it's almost my curfew and my Aunt May is probably gonna blow a fuse if I'm this late on a school night. Though she has been more forgiving of that since she found out I've been hanging out with you guys." then he glanced up at Leo "You wanna come over and meet her?"

"You're really just gonna bring me over to meet your family so casually, knowing that I'm a giant talking turtle?"

"Why not, she's already met Mikey before, so how much more disturbing could you possibly be to her?"

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Around this time, Raph and the rest of the Turtles were making their way through the sewers in search of Snakeweed's hideout, during which Mikey would discover what sewage was actually made of. They eventually came across Snakeweed's lair, where they discovered that he had set up an limitless number of plant-like tubes that were holding the people that he was kidnapping, supposedly to turn them into fertilizer for himself. They managed to cut the humans free without being seen by them, but once the humans were gone, Snakweed suddenly attacked the Turtles out of nowhere. This was where Raph showed his lack of capability in leading the other Turtles in a fight, mainly since all he could come up with was telling them to go for the head, and then he was left in a panic when Mikey got knocked unconscious, with Donnie being forced to take charge for the moment and tell Raph that they had to retreat, so they grabbed Mikey and took off from the lair. What they didn't notice was that Snakeweed had planted a pod on Raph's shell as they made their way out.

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Meanwhile, at a certain house in Forest Hills…

'Well at least I'm not out until midnight again.' Peter breathed a sigh of relief as he slipped his way into the house through the kitchen door, his brown satchel bag draped over his shoulder, only to find May sitting at the kitchen table with a cup of tea in hand "Hey check it out Aunt May, home before curfew on a school night, so that means miracles are bound to happen at some point or another right?"

"Oh come now Peter, I have more faith in you than that." May let out a chuckle as she stood up and pulled Peter into a hug "I will say though, I am pleased with how good you've been about following through with getting home by your curfew, even with work and spending time with your… new friends."

"Yeah, they tend to pull a lot of late nights, but lucky for me their dad is pretty good when it comes to time management. And a lot of other stuff I probably could've used sooner."

"Perhaps, but better late than never dear." May gave him a warm smile, then paused and glanced over towards the window "Is there something that you wanted to tell me? Probably about your the friend of yours outside our house?"

"...It's never gonna stop freaking me out, the way you do that."

"I raised you for the better part of 17 years dear, I think I know a thing or too about teenagers sneaking around a house late at night."

"Fair point, but mine still stands." Peter glanced over at the window "You might as well just come in, she already knows you're there."

There was a pause, and then Leo slipped his way in through the kitchen door "She really knew that I was there?"

"Yep. Like I told Mikey, parenting skills trumps ninja skills every time. Ask Splinter and he'll agree in less than a second. Anyway Leo, this is my Aunt May. Aunt May this is Leonardo, the oldest one."

"Um… hello." Leo rather awkwardly bowed to May "It's an honor to meet you Mrs Parker."

"Oh come now dear, there's no need to be that formal with me." May gave him a warm smile and sat him down at the table "I was going offer my nephew here a piece of pie before bed, but there is plenty if you'd like some."

"You really don't have to trouble yourself with-"

"Dude it's free pie, my Aunt May's homemade free pie for that matter." Peter told him dryly "I can also tell you for a fact that she doesn't take no for an answer, especially when it comes to feeding people."

"...Well when you put it like that-"

"Here you both are." May placed a plateful of pie in front of both of them, but then she looked over at Leo "There's something else troubling you isn't there?"

"Am I really that obvious about it?"

"It's like I told my nephew the other night, I might not know anything about ninjutsu, but I do understand teenagers."

"Okay, here's the thing… I met this girl."

"And there it is. So what's she like?"

"Well she's really cool, and she's a martial artist. Her eyes are so piercing it's like she ends up penetrating your soul when she looks at you, the confidence she gives off is just stunning. The only problem is… she's in kind of a… bad crowd, so to speak."

"I see. But of course you know better than to get into a crowd like that."

"Of course I do, but she's different from any other girl I know. Even though I've only met one other girl in my life."

"You're talking about April right?" Peter looked up from his pie and gave a raised eyebrow.

"Yep."

"Just checking."

"I know I shouldn't be hanging out with her, but Karai is different from April. She's cool and fun, and I always have to be the responsible one, so when I do I get the chance to have fun for once?"

"No one is saying that you can't have fun, but the important thing is to make sure that you don't stray from what you know to be right." May put a hand on Leo's shoulder "But what about this girl, what is it that she wants from you?"

"I'm not really sure actually. I am meeting up with her later at the Byerly building, she says that she has something that she wants to show me."

"Show you what exactly? She's not going to try and drag you into this bad crowd you mentioned is she?"

"I don't think that's it. There's good in her, I know there is. I can feel it deep in my shell."

"Well I think you should trust your instincts, but be careful. Just make sure that you aren't saying this just because you want it to be true."

"Right… I'll be sure to keep that in mind."

"Excellent. Now then, I doubt you can worry about your problems with an empty stomach, so go ahead and enjoy your pie. In the meantime it's getting late, so let's not stay up and about for too much longer okay?"

"Actually I was gonna stay up for just a little bit longer." Peter told her "Don't worry, just long enough to help him get through his girl problems."

"Alright, I can't fault you for wanting to help a friend. After all, when you help someone, you help everyone. Just not too long, okay dear? Keep in mind that you do have to go to school in the morning." May gave Peter a quick kiss on the forehead, and then she promptly made her way up the stairs.

"Funny thing is, both my uncle and my aunt have this one big nugget of wisdom that just sticks with you."

"You mean how with great power comes great responsibility?" asked Leo.

"That one is from my Uncle Ben. As you heard from my Aunt May, when you help someone, you help everyone."

"So what do we do now?"

"Well my thinking is that first, we finish the pie that she gave us, because basically anything that she cooks is to die for. Then we wait until my aunt is asleep to slip back out, and we see what the girl wants. Worse comes to worse, we take her down and I web her up and leave her for the cops to find." Peter let out a chuckle "I can imagine Tombstone is gonna be happy to hear about some bad press for the Foot Clan."

"What do you mean?"

"You know how I said I had some business to attend to tonight while you and the others were out tracking Snakeweed?"

"Yeah?"

"Well…"

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At the same time, Karai had returned to the headquarters of the Foot and was quickly called into a meeting with the Shredder in his throne room. He was aware that she had fought Leonardo and defeated him, but chose to let him live rather than finish him off. He also shut down her attempts to lie her way out of the situation by brinnig out one of his blades, and made it clear to her that the next time she met Leonardo, she must finish him. Karai concedes to this demand, and also addressed the Shredder as her father.

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Meanwhile, in the Lair…

"Sensei!" Raph and Donnie rushed through the entrance to the Lair, Mikey's unconscious form being carried between them "Sensei we need help!"

"Set him down, I will care for him." Splinter was quick to start tending to Mikey's wounds "But where is Leonardo?"

"I have no idea, but Sensei this whole thing is a disaster, and it's all my fault. I don't know what happened back there, but when we fought Snakeweed and Mikey got hurt, I just froze up. I mean I don't have any problems with risking my own life, but risking the lives of my brothers? I just can't do it."

"Hmm… Now you have come to understand the price of leadership, the face that it also comes with responsibility."

"Yeah. And I hate it."

"Which means you also understand the burden that Leonardo is forced to carry."

"Yeah, I do. We need him back. I need him back."

"Then you must go and get him."

"But that's just it Sensei, I don't know where he is."

"I think I might have that covered." Donnie pulled out his T-phone "Spider-Man just sent me a text: With Leo trailing the Foot Clan, meet us at the Byerly building before he does something stupid. Well that doesn't sound very reassuring."

"Stay here with Mikey, I'll go get Leo." and so Raph promptly grabbed his sais took off out of the Lair.

"And that sounds even less reassuring." Donnie paused and looked down at his T-phone as one more message came through, and his eyes widened as he read its contents 'And apparently Raph is now the only one that hasn't met Peter Parker. Okay, that got more interesting than I expected it too. I wonder how that's gonna pan out.'

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Midnight came, and the time of the rendezvous had arrived.

'Oh yeah, this is gonna be good.' Karai glanced back to see Leo arrive on the roof of the Byerly building, to which she gave a smirk "And here I was starting to think that you weren't gonna show your face, but I guess you're not one to disappoint."

"I do my best, and it helps to have some backup." Leo pointed to where Spider-Man was perched on the wall of the building next to them "So what exactly is this about?"

"Take a look and see for yourself." she tossed him a pair of binoculars "The gallery housed in that building over there belongs to L. Thompson Lincoln, aka Tombstone, aka the recently outed Big Man of Crime."

"And I'm supposed to see?" Leo looked through the binoculars, and his eyes widened at what he was seeing "That sword was once used by Miyamoto Musashi."

"Yep, the man renowned as the greatest swordsman in the history of Japan. Not only is the sword as priceless as it is ancient, but it can also be yours, if you're willing to help me."

"Help you with what exactly?"

"What do you think, we're going to steal that sword and take it for ourselves."

"Yeah, I don't see that happening."

"Come on, that sword is just sitting there collecting dust. You know as well as I do that you truly deserve that katana, a lot more than some rich albino creep."

"Okay first of all, you're talking about stealing from a guy who calls himself Tombstone, the supposed Big Man of Crime, so that's a pretty big red flag in and of itself."

"We're also talking about a guy that either of us could take down if we wanted. Spider-Man did it, and frankly so did Shredder. I would know, I was there and saw it happened. But getting back to my point, stop waiting for people to give you the life that you want. If you want it as bad as I think you do, then why don't you just go out and take it?"

"I… no. I can't. I won't."

"You know I'm gonna go and get that sword Leo, with your help or without it, so go ahead and take your pick."

"I can't, you know as well as I do that it's wrong."

"Right, because doing the right thing and being the good leader has gotten you so far. I heard you brooding earlier about how much it sucks being the leader, being the responsible one. If you hate it as much as you claim to, then why bother to stick with it at all?"

"You think I'm not sick of it? Yeah I hate having to make all the decisions, to be the responsible one all the time, because frankly I'm sick of it by now. The others don't have any idea the kind of pressure that I have to deal with and they do a lot of complaining, some of them a lot more than the rest, and I know I'm probably never gonna get even a simple thank you from them, but that's not the point. I was told not long ago by a wise person and a good friend, that with great leadership comes great responsibility."

"That sounds incredibly corny."

"Maybe, but it's still true. It means that I have the role of a leader, and I have the responsibility to lead my brothers and keep them safe from whatever dangers we may face. But if I don't, and then the bad stuff happens… it's going to happen because of me. I can tell you for a fact that if something happens to my brothers, and I could've stopped it but didn't, then I'll never be able to forgive myself."

"...You know I'm starting to get, and you wouldn't like me when I get bored."

"Karai please, you don't have to do this."

"Oh I know, and that's what makes it all the more fun." in one swift move she grabbed Leo by the arm and flipped him to the ground, only to suddenly find her feet being webbed to that spot on the roof "Okay, what the hell is this stuff?"

"Well I could give this big and lengthy explanation about what my webs are made of." this was when Spider-Man web-slung his way down onto the rooftop "But truth be told, it's actually a lot of fun to see the look on your face as you try to figure it out. Speaking of which-"

"Leo!" this was when Raph showed up on the scene, only to end up having to take in the sight before him "What the- What the shell are you doing, and who's the chick?"

"Okay to make a long story short, she's with the Shredder and she tried to coerce him into joning the Dark Side, he said no and now this is happening."

"...What?"

"I'm pretty sure he's making a reference to Star Wars or something." Leo was quick to free himself from Karai's hold "Anyway Raph this is Karai, and Karai this is Raph."

"What are you, all buddy buddy with her or something? We're out there getting our shells handed to us, and you're up here holding hands with the freaking Foot!"

"No wait Raph, I swear I can explain!"

"This oughta be good." Karai glanced over at Spider-Man and noticed how serious and hard his expression had turned "Oh come on, you can't tell me you don't see how entertaining this whole thing is."

"Okay first of all, it would be a lot more entertaining if it wasn't for the fact that the relationship drama hits way too close to home for me." Spider-Man told her dryly "And second of all, my sixth sense is telling me that we've got company."

"What kind of company?"

"Well you were staking out one of Tomby's places, so if I had to guess…"

"I found you damned turtles and spider!" this was when Snakeweed rose up onto the building, following a trail of powder coming off of Raph's shell "Now you're all mine!"

"...Not what my guess was going to be, but I did expect something along those lines. Hey Leo good news, now you don't have to explain to Raph about your midnight rendezvous with the Foot chick!" he paused and glanced over at Karai "Okay I'll admit, that is kind of fun."

"Now you die!" Snakeweed promptly brought down one of his giant tendrils.

"Crap!" Raph and the others were forced to go on the evasive, though as they did he spared a quick glance over at Leo "All is forgiven, you're the leader again, welcome back!"

"Good to know you pulled the stick out of your shell, now shut up and fight it!" Spider-Man was quick to leap out of the way of one of Snakeweed's tendrils, only for another tendril to grab him by the leg and start smashing him into the rooftop over and over again "Seriously, again with the leg grab! Why do they keep grabbing me by the leg every freaking time?!"

"Less talking, more staying alive!" Leo cut through a few of Snakeweed's tendrils, only to look over and notice Karai watching the battle from the sidelines, which ended up distracting him long enough to be grabbed by one of the tendrils and bound to a wall.

"Leo hang on!" Raph tried to launch an attack at Snakeweed with his sais, only to be snatched up and caught in one of his flytrap hands "Oh come on!"

"Dammit! Karai please, we need your help."

"And I was right, this did turn out pretty interesting." Karai's smirk grew wider as she pulled out her blade and threw it… where it embedded itself in the wall right above Leo's head "I'll see you around." and then she leapt off the building and out of sight.

"...Huh. Well that's convenient."

"No kidding, especially since now I get to do this." Spider-Man latched onto the blade with a single stream of his webbing and flung it into one of Snakeweed's eyes, causing him to screech in pain, and then he took the chance to free Leo and Raph from their bindings "Not gonna lie, I probably shouldn't have enjoyed that as much as I did."

"Yeah well here's something you can enjoy, fry that giant grass hole already!" Raph barked at him "Why don't you just tase him like you did last time? You've got those taser webs of yours don't you?"

"First of all, last time we fried him using a gigantic power generator. Second of all, I still haven't finished my newest batch of Electric Webs yet, and even if I had I'm not sure that they would be enough."

"So then what the shell are we supposed to do?"

"I actually have an idea that might work." Leo told them "But I'm gonna need the two of you to listen and follow me."

"Fine, you're the boss so lead the way."

"Good, now let's go!" and so he led the group down the side of the Byerly building and over to a nearby alley, only for Snakeweed to drop down in front of them and send both Leo and Raph flying back into a wall "Okay, ow."

"Great, so what's your plan now?" asked Spider-Man.

"The plan now is for me and Raph to charge him."

"You serious man?"

"Yes now trust me, and in the meantime I need you to slip behind him and grab those blue bottles in the alley behind him."

"Ah, now we're getting somewhere. See this is why Donnie doesn't know what he's talking about when he says he's the only smart one."

"Thank you. Hey!"

"No time for that, just do your thing and I'll do mine." and so Spider-Man web-slung his way over Snakeweed's head and ducked into the alley behind him.

"Hey Stinkweed, why don't we see how you like it!" Leo charged at Snakeweed as he leapt over a grab attempt from one of his claws, then landed a solid roundhouse kick straight to his exposed heart, causing him to screech in pain, and then he and Raph were forced to go on the evasive to avoid the barrage of claws and tendrils that followed.

"Why don't you try this one out you grasshole!" Raph leapt at Snakeweed from behind and clung onto his back, only to be plucked off by one of his numerous tendrils and promptly flung into the side of a building behind him.

"Spidey now!"

"I'm on it!" Spider-Man suddenly leapt up towards Snakeweed and used his webbing to launch one of the blue bottles at him, stuffing it directly into Snakeweed's mouth in the process, and then he launched a single shot of his Impact Webs to break the bottle open, freezing him solid in a matter of seconds "And that's how we do it in the NYC. Anyone else care to do the honors?"

"Oh trust me, I've been waiting to do this all night. Booyakasha!" Raph let out a roar as he leapt into the air and brought one of his sais down on Snakeweed's frozen form, shattering his body to pieces in an instant.

"Well that seems… unnecessarily brutal."

"Yeah well he had it coming for all the crap he put us through tonight. Plus he's a plant, doesn't that that stuff just grow back in like an hour. It did before."

"Huh. You know that's actually a good point. In that case…" Spider-Man launched a single shot of webbing that pinned the frozen heart of Snakeweed to the ground, just as it unthawed and began beating again, and then he pulled out his Spider Cell "I'll get in touch with my contact on the force and let him deal with it, call it a hunch but I have a feeling that Snakeweed is going to have a nice cushy cell waiting for him at the Vault. Along with all of the other guys that want to kill me. This might be a horrible idea."

"Hey the way I see it, if that gets this bag of weeds out of our hair for good, then I say shut up and go for it."

"Personally I'm just glad that we managed to stop him." Leo breathed a quick sigh.

"True. Nice work with that by the way."

"Thanks, you know it actually feels good to have you back."

"It feels pretty good to have you back too. Also, uh… I'm sorry."

"What did you say, I didn't quite catch that." Leo's expression turned smug as he leaned in closer to him.

"I said, I'm SORRY!" the sheer volume was enough to make Leo recoil.

"Okay, ow… I accept your apology. Now let's get out of here before the cops show up. I think I should probably apologize to the guys for ditching them, make sure they're okay." and so the group took off.

What none of them noticed was that Shocker was watching the battle unfold from his place atop a nearby rooftop, and he promptly pulled out a phone "Well chief, looks like your hunch was right on the money."

"So it would seem that one of my properties was indeed being targeted by the Foot."

"It was one of your art galleries, the one with the fancy sword."

"You mean the katana that once belonged to Miyamoto Musashi. Of course the Shredder would likely want to claim possession of that blade. And I take it our heroic friend played a part in preventing the theft?"

"Actually it never panned out, he and his new turtle buddies ended up having to fight some kind of giant plant monster. They took the thing out, but it looks like the pieces of it are trying to put themselves back together."

"Is that so? More creatures with powers such as those could prove… problematic. If there are other forces out there creating new supervillains, then they can't be allowed to run amok and do as they please."

"So what are you thinking?"

"If recent history is any indication, making more supervillains does little to eliminate the existing competition, and instead creates more and sows the seeds of chaos. We'll stay back and observe for now, but when the time comes to confront the forces behind these new threats, I believe an old saying will come into play. If you want something done right, you do it yourself. Now you should leave, I believe that the police will be coming to your location very shortly."

"Copy that." and so Shocker took off from the scene just as a series of police cars showed up outside the alley.

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A short while later, at the Lair…

"Okay now worries, I've got this covered." Leo sat down next to the unconscious form of Mikey and pulled out a single slice of pizza "Mikey, look what I've got here for you."

"Pepperoni…" Mikey's eyes snapped open as he snatched the pizza slice out of Leo's hand and stuffed it into his mouth.

"See it's like I told you, that one works every single time."

"Can't talk, eating pizza."

"Mikey!" Raph almost immediately pulled him into a tight hug "Don't scare me like that little brother, I thought we lost you for a minute there."

"Woah… Raph is actually hugging me? And that dream I had was weird enough as it is, I dreamt that the stuff in the sewers was all made of-"

"Forget about that Mikey, it was all just a dream and nothing more." Donnie glanced over at the others with a pleading look in his eyes, the message clear 'Don't tell him anything.'

"Where was I? Oh yeah, pizza." and then he started munching on another slice.

"Okay, now that the crisis is averted…" Raph promptly pulled Leo aside, his voice low "So you wanna explain what the deal is with the girl that tried to kill you?"

"She didn't try to kill me, she helped save me back there." Leo told him "You saw it with your own eyes."

"What I saw was her chucking a knife at your head."

"She threw that knife near my head, she knew that we could use it."

"You realize that we're talking about a chick that works for the Foot clan."

"Well, nobody's perfect."

"...Oh this is gonna suck, I just know it." and so Raph promptly stormed away.

"Somehow, a part of me really missed that." Leo then glanced over at Spider-Man "So… I have to thank you for tonight. For the things you told me. And for the fact that you honored me with your trust and told me your… secret."

"Yeah well, I figured it was gonna happen sooner or later." Spider-Man gave a shrug as he lifted up his mask and revealed the face of Peter Parker "Plus think of it this way, us guys that have to deal with ridiculously overbearing responsibilities, not to mention being fellow Space Heroes nerds, oughta stick together right?"

"Fair enough. And for what it's worth, I think your uncle would be proud of you."

"...I can only hope so." Peter's expression turned somewhat downcast as he placed his mask back down over his face, and then with a simple wave to the others he made his way out of the Lair and started web-slinging through the subway tunnels 'I did mean what I said to Leo. I don't think I'll ever be able to forgive myself for what happened to Uncle Ben, and I know I can't take back what happened. But what I can do is make sure that what happened to him never happens again to anyone, not as long as I have this great power, and the great responsibility to use them the right way. At least now I know that I don't have to face it alone, as long as I have the Turtles and the rest of my friends backing me up. Speaking of which, that brings up another point. Now all of the Turtles know who I am, the same with April and Splinter. Raphael is the only exception. I can't help but wonder, how much longer is it going to be before he finds out as well, or my Aunt May, or anyone else? I guess only time will tell.'

A/N:

I doubt anyone out there is going to disagree with me when I say that if there's one quote that can be attributed to Spider-Man, it's that "With great power comes great responsibility." Of course that can be restated in a few ways, such as what we saw Spider-Man say to Leo in this chapter: If you can do the things I can, but you don't, and then the bad things happen, they happen because of you. But anyway, this chapter turned out to be yet another big milestone in the story, given that another one of the Turtles finds out that Peter Parker is Spider-Man. In this case, it would be Leonardo, and Peter gives him a serious reality check on his responsibilities as a leader, as well as making him more aware of the potential consequences that could arise if he tries to push away from them. Also, Leo meets Aunt May, and I got the chance to include a little nod to the Spider-Man PS4 game.

It's not just Leonardo that learns something really important this chapter because, unknown to anyone at the moment (except for her father), Gwen was there and now she knows it too. I knew going into this that Gwen was going to find out Peter's secret identity, as well as have another big role in the story that's going to come into play later on. I do mean later though, at least not until the events of the second season of TMNT, but starting from here on out, her role in the story will increase. You'll see the first details of that in the next chapter.

Anyway there's only one more thing I have to say for this chapter, and that this update marks the six month anniversary of when I first published this story. I want to thank you all for sticking with me throughout this time, and I promise you I'll be working on this for a good long while. Whatever happens, I'll see this through to the end, one way or another.