Chapter 4: The Outlaw Armaggon

The infamous Lord Dregg stood standing next to his hornetron on the large empty planes of Crait, the salty ground crackling as he shifted his feet and crossed his arms over his chest as he waited patiently for his guest.

This was a very important meeting for him. This was a meeting place for a very special someone he had not spoken to in quite some time. He only called this individual if he needed assistance in either gathering something very valuable, or killing an enemy that had insulted him. Luckily for him, Dregg wouldn't have to wait too long for his contact to arrive as he saw his contact entering the planet's atmosphere.

What flew down from the sky was what appeared to be a large mechanical shark that unfolded as it touched down, revealing to be a large humanoid shark with the mechanical parts on his body serving as some kind of armor.

"Armaggon, it's been a long time." Dregg greeted.

"You got a job for me, Dregg?" The shark apparently named Armaggon questioned.

"Four humanoid turtles and two humans, they have managed to elude me." The Insect Lord explained. "So I'm calling upon your special talents."

"Oh, I've got talents alright." Armaggon stated. "You want 'em dead or alive?"

"Bring me the shells of the Turtles." Dregg instructed. "You can kill the two puny humans they travel with for all I care."

Armaggon smacked his lips. "Haven't tasted human flesh in a long time. Just make sure you pay me well after this."

"And make sure you deliver, Armaggon." Dregg told him.

"As you wish." The shark bounty hunter replied as he walked away and transformed into his ship mode before taking off into the sky.

Dregg turned around and walked back to his ship. "Turtles, you are about to meet a whole new form of pain." He said with a vile chuckle as he watched the bounty hunter take off into the air with sadistic glee.


The Ulixies hovered aimlessly in space as Leonardo and Raphael were at the controls. Since they had never been on a spaceship before, Fugitoid had given them a basic run down on how to work the ship's scanners, but that didn't mean it wasn't difficult and a lot of times frustrating.

"Select that quadrant, Raph." Leo told him. "Scan there."

Raph looked to his screen and pushed a few buttons as he scanned another quadrant, only to find nothing again. He then looked to the other end of the bridge where Fugitoid, April, Donatello, Michelangelo, and Casey were all standing around in a small circle. "Why do they get to mess around?" He questioned. "They should be helping us find the Triceratons."

"Fugitoid's testing out April's psychic powers." Leo reminded him, not taking his eyes off the scanner readings. "He's training her."

The group consisting of April, Donnie, Mikey, and Casey had gathered around the Fugitoid as he had three spheres hovering in the air in front April.

"Okay, April, in which of the spheres have I placed your tessen?" Professor Honeycutt tested.

April stood still, emptying her mind and concentrating as she began to 'see' through another field of vision so to speak. She looked through each of the spheres carefully before spotting her tessen in the sphere on the far left.

"That one." She answered pointing to it.

"Ding! Ding! Ding! Ding! Excellent!" Fugitoid congratulated as the spheres vanished into digital matter, allowing April to retrieve her weapon as everyone else cheered.

"Fantastic session!" Fugitoid said excitedly. "Your psychic abilities are just marvel's waiting to be unlocked, April."

"Thanks, Professor. That means a lot to me." April beamed. "How did you learn so much about the human brain?"

"Since it's the only part of my original body I have left, I have done extensive research on brain matter. Neurophysiology."

"You know, you never really explained to us how you became a cyborg, dude." Casey pointed out.

If he could, Honeycutt would've given a sigh before he spoke. "Then allow me to enlighten you." He began as everyone, including Leo and Raph, began to listen. "I am from the planet D'Hoonib, a planet of human scientists obsessed with penetrating the highest truths of the universe. I was working on a new form of psionic technology when our friends, the Triceratons, came looking for me. The Triceratons attacked me because I had refused to make them weapons; they were furious, destroying everything in sight. My droid assistant, Sal as I remember he was named, placed my own brain inside his own mechanical body; he saved my life."

"Man merged with machine, and I was reborn! Beep-beep!" He finished, showing his organic brain that hovered around for emphasis as everyone had listened to the whole story, and they were all quite fascinated to say the least.

"When the Triceratons found out I was alive, they deemed me a criminal. A fugitive android."

"Hence the name, Fugitoid." Donnie said upon realization.

Mikey stood up and gazed at Honeycutt's hovering brain. "Ooh, spongy." He giggled as he poked it.

"Mikey, if you had a brain, would you want somebody poking it?" Raph chastised him.

Mikey didn't reply and instead poked Honeycutt's brain again, causing Raph to growl at him.

Honeycutt, however, laughed slightly. "It's alright, it tickles." He chuckled as he retracted his brain and sealed it once more before his mood suddenly turned solemn. "But I do have a fear of loosing my humanness." He said as he looked down to his robotic hands. "I don't want to be thought of as just a machine."

April gently placed her hand on one of his. "We'd never think of you as just a droid, Professor." She said kindly.

The Fugitoid gave a grateful look to the young girl. "Thank you, April. I am truly touched by your kindness."

However, the happy moment was brought to a screeching halt as the whole ship vibrated, getting everyone's attention.

"What the heck was that?!" Leo exclaimed as the group got up and everyone ran to their respective stations.

"Are we under attack?! Is it the Triceratons?!" April questioned.

Honeycutt worked at the central controls of the bridge. "No, it's not the Triceratons, but there is something attacking our ship!"

"Well if it ain't the horn-heads, then who is it?!" Raph exclaimed.

"Donnie, can you see anything?" Leo asked as the purple clad turtle worked at his station.

"I can't pinpoint it, but something's out there!" Donnie stated as he checked the ship's scanners.

They ship rumbled again as the front window-screen on the bridge began to get images of what appeared to be a mechanical shark swarming around the Ulixies.

"What is it?" April asked.

"Is that a... space shark?!" Raph questioned in surprise.

"A space shark? Wicked!" Casey stated in joyous exclamation. "That's like, more awesome than vikings on motorcycles!"

The space shark then zoomed around the ship again, biting down and tearing off bits of the wing with it's razor sharp mechanical jaws.

The group saw the space shark come in quickly before it bit off one of the cameras as the screen went static.

"We're gonna need a bigger ship." Raph said in a slightly nervous voice.

"Captain Leo, what are your orders?" Mikey asked as he sat down in his stations, only to get no response as the group looked around to see that Leo was gone. "Um... Leo?"


Unbeknownst to the others, Leo had gone out of the bridge, donned his space suit and went outside the Ulixies, magnetizing his feet to the hull. His suit was attached the ship thanks to a long tether in case anything, such as his gravity boosters malfunctioning, were to happen.

"Leo, are you crazy?! What are you doing?!" Donnie questioned frantically over the radio as Leo bore a laser katana in one hand and his blaster in the other.

"Getting that creep off our ship, that's what I'm doing!" Leo replied as he soon spotted the space shark munching on some cable in the torn apart hull. "I got him in my sights!"

Taking careful aim, Leo fired his blaster several times, hitting the space shark head on as it turned and roared at him before flying away. Leo gave chase, running across the hull of the ship while firing his blaster at the space shark. However, he soon lost view of the shark when he rounded the edge of the hull, only to see that it was nowhere in sight.

Leo stood there silently as he tensed up, listening for the space shark, clutching his laser katana and his blaster tightly in his hands as he kept his eyes peeled for the vicious predator lurking somewhere in the inky blackness of space.

Before Leo knew what was happening, the space shark came back from behind him with a roar, slamming him onto the hull and knocking his blaster out of his hand.

The space shark pinned Leo down, viciously trying to bit off his face before Leo stabbed it the side with his laser katana. The space shark roared in pain as it let go of Leo, allowing him to quickly recover his blaster before it floated off into space.

The space shark flew away before spinning around and coming back at Leo as he readied his katana and his blaster.


Meanwhile, back in the bridge, Donnie had been searching through the Ulixies' data-base for the identity of their new attacker. After a bit of searching, he managed to find their attacker's profile as he brought it up to the main screen.

"Whoa, that's a big shark." Mikey fearfully commented.

"Armaggon. Species: Karkarodon. Home world: Karkaris. Occupation: bounty hunter, pirate, assassin, has the death sentence in over twelve systems." Donnie said, reading Armaggon's profile. "Wow! I bet we have Lord Dregg to thank for this."

"Agreed, he is far too dangerous." Fugitoid said before activating the comms. "Leonardo, we should definitely avoid confronting this creature."


"A bit too late for that, Fugitoid!" Leo grunted as he slashed at Armaggon with his laser katana, just barely grazing the space shark's armor. "He's gonna tear the ship apart if I don't stop him!"

Armaggon came at Leo again, trying to snap his jaws on him, but the blue clad turtle used his sword as a wedge to keep the mechanical jaws open. Armaggon easily crushed the laser katana in his jaws before grabbing Leo's tether with his teeth and dragging him along.

Leo screamed as he was swung around by the tether like a rag doll. Armaggon then bit down on the tether again, this time snapping the cable and sending Leo helplessly spiraling into space.

After spinning for several seconds, Leo managed to stabilize himself with his jet pack. Seeing that Armaggon was coming back for him, Leo flew as fast as he could back to the airlock, with Armaggon close behind him.


"I've located a derelict space station several astro-miles away, just beyond that asteroid field!" Fugitoid told the group as he showed an image of the station surrounded by a large asteroid field on the screen. "It should provide us cover from Armaggon!" His robotic face then faltered slightly. "At least I really, really hope so."

"Then get us there, Professor!" April shouted as Raph and Mikey ran out of the bridge and down towards the air-lock.


The ship began to speed up as Leo quickly grabbed the entrance of the airlock and hung on for dear life as Armaggon made several attempts to bite him. Thankfully for the blue clad turtle, Raph and Mikey, now donning their space suits, opened the airlock doors and pulled Leo in just as Armaggon was about to bite his legs off.

However, their respite was short-lived as Armaggon came for them again, trying to get them in the airlock, but wedging his body in only halfway. Nevertheless, he was still quite close as he tried to bite down on the three turtles repeatedly.

"Eat it, shark-mouth!" Raph shouted, pulling out his blaster and firing it at Armaggon, forcing the space shark to pull out of the airlock as Mikey quickly closed the airlock doors.

The three turtles sighed in relief as they tried to regain their bearings. "What were you thinking, Leo?!" Mikey questioned as the three turtles set off towards the bridge.

"Yeah, you almost gave us a heart attack you idiot!" Raph told him.

"Alright, I'm sorry!" Leo exclaimed, holding up his hands in defense. "Also, you try fighting a giant robot shark in space!"

Armaggon growled as he stabilized himself before going back at the ship. This time, the two large blasters strapped to the sides of his armor opened up as he shot several lasers at the Ulixies as it maneuvered past several asteroids before finally making it's way towards the massive space station in front of them.

"Look at that hunk of junk!" Casey commented as their ship approached the derelict station.

"How do we get inside with the hanger doors closed?!" Donnie fearfully questioned as he typed frantically on his console.

"Not to worry! I've hacked into the station's security systems." Fugitoid replied as he typed calmly at his console. "Accessing hanger door... opening..."

"Open faster!" Donnie urged as they were coming closer to the doors which still hadn't opened.

Fugitoid's inner systems worked as fast as they could before he finally got it. The massive hanger doors began to slowly open, it's gears seeming to groan in protest as it gave an opening just big enough for the Ulixies to fly through.

"Shut the doors, Professor!" Raph exclaimed as they flew past the hanger doors and into the main hanger.

Though slowly, the hanger doors closed with a loud slam just as Armaggon came to a halt outside the station.

However, Armaggon was surprisingly not frustrated. Instead he smirked to himself. "Heh! Fell right into my trap." He chuckled. "Bagging these galactic chumps will be easy money." He then flew up to the top of the station, going in through another entrance in the roof of the station.


Once they made sure they were safe, the group ventured out of the Ulixies and into the hanger bay. Inside the docking bay were several old and abandoned tie fighters and imperial shuttles, which both disturbed and fascinated the group.

After a bit of wandering around, they soon came across a small pair of blast doors at the end of the hanger bay. Though it took a few minutes, Leo managed to pry the blast doors open, leading into a long dark hallway/bridge that connected the hanger bay with the rest of the station. The group each got out their flashlights as they walked into the hallway, just scarcely making out pieces of junk scattered on the floor.

"Weird, what is this place?" Leo asked as the group walked down the hallway.

Mikey suddenly stopped, a bad feeling rising in his gut. "Guys, this is just like the space station in my Aliennoids comic book! Remember that?"

"Relax, Mikey. It's better than being space chum." Raph told him, turning around and poking his little brother in the forehead who stuck his tongue out at him in reply.

"Mikey does have a point you guys." Donnie said as he scanned his flashlight around the hall. "People don't abandon space stations because things are going well."

"This place is trashed! What the heck happened here?" Casey questioned as the group wandered further down the dark hallway.

As the group walked along, Mikey let out a sharp yelp as he tripped over something and onto the ground, creating a thick cloud of green dust on impact.

The group gathered around him in concern as Mikey coughed from some of the dust that came around him. The group looked to see what Mikey had tripped over and saw a small pile of seemingly empty stormtrooper armor.

"Geez, who left their clothes behind?" Mikey asked as picked up a stormtrooper helmet, a bit of dust falling out of it.

Fugitoid touched some of the dust with his mechanical finger and scanned the 'dust' with his optics. "Calcium dust?" He questioned before his optics widened at the horrifying realization. "Oh no. The crew didn't leave they were... disintegrated!"

Everyone's eyes widened in horror as Mikey realized the dust in the helmet he was holding was actually what remained of the crew. He screamed as he immediately dropped the helmet and jumped back up to his feet.

"What could have happened here?" Donnie questioned in both shock and terror.

"Let's shine some light on things, shall we?" Fugitoid said rather calmly as he walked up to a small console along the side of the wall. "I'm sure we'll all feel better when we can see the place." He stated as he plugged the built-in scomp link in his finger into the access terminal and began to reactivate the power in the station.

Immediately, the overhead lights in the hallway activated, illuminating the entire area. However, the hallway looked just as horrific as the lights now revealed more broken stormtrooper armor and more broken droids, which made the group feel even more unsettled.

"I... think I preferred it in the dark." April shivered as she held her arms, just about summing up everyone's feelings about the place.

"Just like Aliennoids issue three!" Mikey exclaimed, remembering his comic book. "When the aliens multiplied in the survivor's butts and-"

"Not helping, Mikey!" Raph grumpily stated.

However, everyone's attention was caught by a small beeping sound as the multiple screens across the entire hallway lit up, revealing a blue robotic face on the screen.

"G-g-g-g-g-gre-gre-greetings!" The robotic face on the screen said, it's voice glitching a bit before becoming fully operational. "Greetings."

"Alright. Uh... who are you?" Leo asked as the group looked up to the screens.

"Greetings. I am the artificial intelligence of this space station. Thank you for reactivating me." The robotic voice said. "The crew called me Overmind. I run all of the onboard systems on this space station. How may I help you?"

"Can you kick a giant shark's butt?" Raph requested.

However, his question was answered by a sour beeping noise. "Your request is invalid." Overmind stated. "I posses no limbs and am incapable of physical contact."

"So much for that idea." Raph muttered.

"So what can you do?" Mikey asked curiously.

"I am a fully automated self-repairing factory." Overmind explained. "Built to construct droids."

That seemed to peak Donnie's interest as he raised a hand to his chin. "Droids? What kind of droids?"

"This factory was originally constructed by the Techno Union to build B1 battle droids, B2 super droids, droidekas, BX commando droids, and IG-100 magna guards for the Separatist Alliance during the Clone Wars." Overmind explained. "After the rise of the Galactic Empire, this facility was reprogrammed to build viper probe droids and KX security droids for the Empire during the Galactic Civil War."

"Hey, guys," Casey spoke up, an idea coming to his head, "if these droids are built for battle, maybe we can use them to, you know, get Armaggon off our backs! Or use 'em to fight the Triceratons!"

The Turtles and April looked wide eyed at that suggestion.

"That's... actually a good idea." Leo said in amazement.

"Yeah, if we could get a droid army on our side, it would make fighting the Triceratons a whole lot easier." Raph added.

"Wait, hold on a second, guys." April told them before addressing the artificial intelligence. "So, Overmind, what exactly happened to the crew?"

"The remaining crew must have shut down the system." Overmind replied.

"Did you say 'remaining crew'?" Donnie asked, not liking where this was going.

"Upon gaining sentience, the droids decided that the crew were weak and insufficient. So they destroyed them." Overmind answered.

Everyone's faces instantly went pale as their hopes for gaining a droid army immediately faded.

"You know what? Forget I said anything." Casey said.

Mikey gulped nervously. "Uh... who votes to go back outside with the sharkatron?" Mikey asked.

"Yep, space shark here we come!" Raph stated as the group began to walk back to the hanger while Fugitoid unplugged himself from the console.

"Thank you for the information," Fugitoid said as began to walk away, "we'll just be on our-" Suddenly, a surge of blue electricity beamed from the console and shocked his body, surprising the group as they quickly ran to his side.

"Whoa, Fugitoid, you alright?" Raph asked in concern as Fugitoid got back up.

"Yes! Fantastical! Never had a..." Fugitoid tried to reply, only for his body to twitch rather violently as a few sparks came flying out of him. "Never... better... don't..." His body then limply bent over as smoke began to leak out of his head.

April walked up and reached out to help him, but Honeycutt's optics flashed blue for a split second as he turned around and smacked April away, sending her flying back as Donnie and Casey caught her, much to group's shock and slight anger.

"Not cool, Fugitoid!" Mikey exclaimed somewhat angrily.

"Professor, what's gotten into you?!" Donnie questioned in shock as he and Casey helped April to her feet.

Fugitoid didn't reply as he staggered back, clutching his head as more blue electricity surged through his body. He then suddenly turned around and began to run away from the group, much to they're confusion.

"Professor, where are you going?!" Leo called out to him, but Fugitoid seemed to ignore him as he continued to run down the hallway. "Something's wrong with him."

"Gee, ya think?" Raph said sarcastically. "After him!"

The group quickly ran after Fugitoid, as he exited the hallway and headed much deeper into the station as the group gave chase. However, as they ran deeper into the factory, they quickly noticed how the station looked more now like a haunted house more than anything, which was quite unsettling for them.

"Fugi-dude! Stop!" Casey shouted as the group chased the Fugitoid into a large dark chamber that looked something akin to a factory line, with several mechanical arms and droid parts scattered around the room.

"What is this place?" Raph questioned as they looked around the chamber.

"I bet this is where those 'battle droids' were manufactured." Donnie noted as they wandered around the massive room, searching for Honeycutt.

April felt a chill run down her spine as walked more closely to Donnie (to which he blushed at slightly). "This place gives me the creeps." She shivered.

The group walked through the dark room for a short bit before hearing Honeycutt's painful moans coming from close by. Quickly running around a large shelf of blasters, they spotted Fugitoid on his knees, clutching his head as he seemed to be in some kind of internal struggle.

"Professor!" Donnie called out.

"You should go!" Honeycutt told them in between the constant glitches, beeps, and spasms. "Get away... not safe! Not safe! Please... my-my-my greatest fear...l-losing control... loosing..."

"Are you malfunctioning?" April asked worry. "Talk to us, Professor! We can help you!"

"Not safe!" Fugitoid struggled to speak as he continued to glitch out. "It's not safe... not safe! You see... I'm-I'm pow-power-powered by a-a-a fusion core... with... that jolt... I could be unstable!"

"Donnie, translate for me!" Leo told his smart brother.

"He's basically saying he's a big walking fusion bomb!" Donnie exclaimed, causing the group to gasp in horror.

"The original intent-intent... of my... robot... body was to... be a fusion generator... it's why I tend to be a bit n-n-n-n-ner-nerv-nervous at times!" Fugitoid explained.

"Great! Now he tells us." Raph said sarcastically.


However, as the group was distracted with Honeycutt's plight, they failed to notice Armaggon enter the main control room just above the factory line through the roof.

"Time for the entertainment to get started." He mused as he spotted them on the factory floor below him. He then walked over to the control console and began pressing a few buttons, turning the system on.

"Greetings, I am Overmind. You have gained full access to the main factory controls. What would you like to do?"

"Alright, let's start by ordering me a gang of battle droids." Armaggon told the artificial intelligence. "Objective: hunt and eliminate some turtles."

"Affirmative."


The group's attention was drawn away from Fugitoid as the factory line above them suddenly reactivated. Parts and operational mechanics began to move and shift with large conveyer belts around the chamber moving as several small and large were brought and welded together before they began to form several droids of several different shapes and sizes.

The B1 battle droids looked similar to Kraang droids, only these droids didn't have weird alien brain things in them as they had a mostly skeletal stature all painted a tannish yellowish color. Each one carried a small black blaster in their hands as strange probe-like droids hovered around them.

The commando droids were painted brown and while looking like the shorter droids, they seemed a bit more slender and bulky in comparison. But like their shorter counterparts, they also carried blasters, along with a small sword as well. Meanwhile the droidekas had a strange three legged body with blasters for hands and small deflector shields around them.

The super battle droids looked nothing like their shorter counterparts with more of a bulky stature. And unlike the shorter droids, they didn't have blasters, instead they had small wrist-mounted blasters on their mechanical arms.

The KX security droids and the magna guards were more humanoid looking, with the KX droids having black paint and a even more bulky structure, and the magna guards having skinny, but tall and intimidating statures with strange staff-like weapons that had purple electricity surging through each end.

The group huddled together in a small circle, drawing their weapons as they prepared for the battle they knew was coming while more and more droids were quickly being manufactured.

Several newly completed and operational droids jumped down from the conveyer belt, arming their blasters as they aimed them at the group.

"I'm thinking those are probably the battle droids, yo." Casey guessed, causing the others to roll their eyes as it was already pretty obvious that these were indeed the battle droids.

"Okay, run or fight?" Raph asked Leo.

"Fight." Leo simply replied, drawing both of his katanas. The group dashed forward as the battle droids opened fire on them.

The group managed to dodge much of the red laser fire as they cut down most of the battle and super droids with ease. However, droids like the commando droids, KX droids, and magna guards proved to be much more difficult as they had more tougher armor which made it harder to take them down.

The droidekas quickly proved to be the hardest to take down as none of their weapons could penetrate their deflector shields. However, the group did managed to find a weakness in the droidekas by tossing some of the Casey's photon pucks lightly into their shields, destroying them from the inside.

"Booyakasha!" Mikey exclaimed as bashed another battle droid down before wrapping his kusarigama chain around a KX droid's arm. Leo charged forward and jumped into the air, raising his swords to slash the droid, but the KX droid blocked his katanas with it's right arm before punching him away with the other.

April fired her blaster at the KX droid, managing to hit it a few times, but the droid lifted Mikey off the ground and smashed him into April, knocking her down, before throwing Mikey up onto the conveyer belt.

Mikey sat up on the conveyer, rubbing his head before he found himself face-to-face with a commando droid as it tried to shoot him with it's blaster, forcing him to flip back to his feet to avoid it. The commando droid then pulled out a long sword from it's back and began slashing at Mikey with it.

Mikey yelped as he sidestepped, flipped, and dodged each of the commando droid's swings before finding an opening and smacking the commando droid with his nunchucks before Raph suddenly came in and stabbed it in the back with his laser sais.

Pulling his laser sais out of now offline commando droid, Raph tossed it off the conveyer belt as it began to move again. As they were moved down the conveyer belt, a large super droid tried to punch them, but missed just by a few inches as Mikey knocked it off the conveyer belt while Raph ran forward on the belt.

Raph jumped and flipped over several mechanical arms that tried to hit him before he lost his footing and stumbled across the moving conveyer belt. This left Raph vulnerable as a mechanical arm came from behind and smacked him away.

Raph tumbled back on the conveyer belt before landing on his back, groaning in pain. His eyes widened with a yelp as he saw there was a large magna guard standing above him armed with it's electro staff. The magna guard tried to jab Raph with it's electro staff, but the red clad turtle blocked it with his laser sais as the two pushed against each other. Raph was soon losing the power struggle as the electro staff came closer and closer to his face before Casey launched a photon puck at the magna guard's head, causing it to explode as Raph shoved the destroyed droid off of him.

"Goongala!" Casey cheered before having to maneuver out of the way of more blaster fire.

Donnie and Leo both charged at some more battle droids, smacking and slashing them down as they dodged and avoided their blasters while April got up and gave them covering fire with her blaster.


Armaggon watched from the overhead control room with almost sadistic glee as the group struggled to fight off of the hordes of battle droids.

"Heh, it's moments like this that make you smile." He chuckled before he felt a small chime on his wrist communicator. He held it to his face as a small three-dimensional hologram of Lord Dregg appeared.

"Armaggon, I'm altering the arrangement." Dregg told him. "I've decided that I want the pleasure of annihilating the Turtles myself."

"Well, looks like my fee just got doubled Dregg." Armaggon told him, though the insect lord didn't seem to mind that.

"Do whatever it takes. Capture them! And remember, no disintegrations." Dregg ordered as the hologram disappeared.

However, as Armaggon finished up his conversation with Dregg, he failed to notice KX droid walked up a set of stairs to the control room.

The KX droid walked to the door to the control room, punching it down with it's mechanical hands, and startling Armaggon as he whipped around to see the KX droid at the doorway.

"Whoa, that ain't part of the plan." He said in surprise as the KX droid walked over to him. The security droid tried to punch him, but Armaggon swiftly jumped over it and used his mechanical jaws to bite it's head off as he landed on the ground and spat it out.

"Computer, what's your malfunction?!" He demanded to the artificial intelligence.

"You are organic." Overmind simply replied as the headless KX droid turned around, somehow still active. "Overmind has deemed all organics to be... obsolete."

"I knew it!" Armaggon exclaimed. "Ya can't trust machines!"


The others below were not fairing much better. Not only did the battle droids continue to multiply faster than they were destroying them, but a few of them even began to survive some of their attacks that previously destroyed the other droids.

Donnie jumped on a wall, avoiding a blast from a battle droid before he jumped off and smacked it with his staff. To his surprise, however, the staff simply bounced off it's head as a commando droid punched him back. Both battle droids raised their blasters to shoot the purple clad turtle, only to be shot in the back and destroyed by April.

"Is it me, or these guys getting tougher the more we fight them?" Donnie questioned as April helped him up.

"It's not just you." April replied. "My blaster hardly seems to hurt them anymore either!"

"Of course." Overmind spoke up through the loud speakers in the factory. "That is because I am upgrading and adapting my battle droids as I continue to observe and analyze your fighting styles and abilities."

"What?" Donnie exclaimed in surprise as he and April fought off more incoming battle droids.

"Once I gained sentience, I understood that organic creatures were already a fleeting memory." Overmind explained. "All organics are obsolete."

Raph quickly rolled out of the way of a punch from a KX droid. "Oh yeah?! I'll show you obsolete!" He challenged as he jumped up and jabbed both his sais into the droid's neck circuits.

Mikey smacked a battle droid away with his nunchucks before decapitating another with a hard round-house kick while April shot a few more with her blaster.

"The crew tried to destroy me. But they were unsuccessful." Overmind continued to explain as Casey whacked a commando droid with his hockey stick. "When you reactivated me, you restarted the robot revolution."

A pair of droidekas rolled around the corner before stopping and aiming their blasters at Casey, intending to kill the young vigilante.

"Casey!" April shouted, getting his attention as she threw a photon puck his way. Reacting fast, Casey hit the photon puck just lightly enough that it passed through the two droidekas deflector shields, destroying them both in a big explosion.

"Overmind is one."

Armaggon griped the console in the control room, trying desperately to shut down the system's controls before he turned around and tackled two more battle droids, tearing them to shreds.

"Overmind is complete."

Leo clashed his laser katana with a magna guard's staff before he staggered back as the magna guard overpowered him. The magna guard then tried to jab him with it's electro staff, but Leo parried it with his sword before grabbing it's arm, swerving around it, and slicing it across the waist with a mighty yell, cutting the magna guard in half.

"Overmind is FOREVER."

"Well I got news for you, space station," Leo stated as he dropped the upper half of the magna guard while the others regrouped with him, "we just trashed your army."

However, as soon as Leo said that, the group was immediately caught by large mechanical arms that lifted them into the air. The group struggled as they tried to get free of their restraints, but to no avail.

"You have gravely miscalculated." The group looked in both shock and borderline horror as they saw Honeycutt's body, now lit by blue optics and lights, under Overmind's control as it stood in front of a small army of battle droids.

"I am Overmind! I am one! I control all technology on this station!" Fugitoid, now possessed by Overmind, declared as the group tried to struggle out of their restraints, but it seemed their efforts were futile. "No need to struggle, because you are insufficient. You will be enhanced with robo-technology."

"We don't wanna be enhanced!" Donnie cried.

"Oh! Oh! Can I get laser eyeballs?" Casey asked almost excitedly. "Or maybe a rocket fist?"

"Really, Casey?!" Raph yelled at him. "Your joking at a time like this?!" He then turned to controlled Fugitoid. "And your crazy if you think we're gonna let you turn us into a bunch of mindless tin-cans!"

"Resistance is futile!" Overmind continued. "The previous organic crew sabotaged this vessel's thrusters. So I must use the Fugitoid's ship to achieve my goal. Overmind will control all mechanical life in the galaxy. Overmind will eliminate all inefficient organic life!"

"Professor Honeycutt, please! Don't let Overmind control you!" Leo pleaded. "We gotta stop the Triceratons and save Earth!"

"The organic called 'Honeycutt' can no longer hear you." Overmind stated coldly. "The Triceratons are irrelevant. Earth is irrelevant! You will be mechanized and turned into Overmind's drones!"

As he said that, several more mechanical tentacle-like appendages came out of the walls carrying bits of metal as they moved towards the captured group.


Meanwhile, back in the control room, Armaggon was pushed back against the wall as he struggled against the oppressive strength of a magna guard. The magna guard pushed it's electro staff closer and closer to Amraggon's throat as he continued to push back.

"I've had enough of this!" He shouted as he clamped his jaws on the magna guard's arm and ripped it off. He then used his shoulder mounted blaster to fire several shots at the magna guard, quickly destroying it.

"Time to collect my bounty and get out of this death trap." He said to himself as he looked outside the control room to see the group trapped in the large mechanical claws and having pieces of metal placed around their heads.


Overmind simply watched as the tentacles began to attach mechanical pieces all over his captives' bodies.

"Concentrate!" Leo struggled to say. "We have to resist!"

"Think of something, guys!" Raph exclaimed. "We're getting turned into toasters!"

"So not cool bros!" Mikey said as his and everyone's voices were becoming more and more robotic.

"I can't go out like this!" Casey said weakly. "Not yet!"

"This is it! We're doomed!" Donnie cried.

"I'm... loosing... myself!" April groaned as she and the others began to feel the effects of Overmind's programing quickly draining their willpower.

However, before more pieces could be put on, several blasts were fired at the tentacles throughout the room. Armaggon then came in and bit off the giant clamps, releasing the group as they fell to the ground.

The group took a moment to regain their bearings as all the pieces of metal placed on them fell off their bodies.

"Whoa, saved by Robo-jaws?!" Mikey questioned in surprise as Armaggon landed in front of them.

"Why'd you free us?" Leo asked him in confusion.

"The name's Armaggon." The shark bounty hunter replied. "And you ain't free. Lord Dregg wants you alive."

Before anyone could say anything else however, the entire chamber began to shake and vibrate, much to everyone's surprise.

Suddenly, the floor they were standing on lowered itself like an elevator toward a chamber down below them. The whole group looked around and suddenly found themselves facing what looked a large hard-drive-like device with a menacing blue glowing face on it.

Still controlling the Fugitoid's body, Overmind used a pair of tentacles to lower himself down to the group.

"Overmind in control." Overmind spoke. "Organics shall all be eliminated!"

Several more battle droids jumped down from the factory line as many other droids like protocol and astromech droids.

Everyone went on the offensive as Leo and Raph slashed and cut down every droid in their path with their weapons, Mikey and Casey batted and smacked away several droids with their own weapons, and April used her blaster to blast any droid that came her way while Armaggon used his brute strength to tear apart the droids.

However, despite their hard efforts, the group quickly found themselves being overwhelmed by Overmind's army.

Armaggon was grabbed by the tail by a KX droid as it slammed him across the ground before tossing him away.

Leo deflected several shots from the battle droids with his laser katanas, however, he failed to deflect one blast as it hit him the shoulder, causing him to cry out in pain as he fell to the ground.

April shot several droids with her blasters, but was kneed in the gut by a commando droid, knocking the wind out of her before the commando droid grabbed her by the hair and tossed her away.

Raph tore down several droids in his path before a super droid managed to sneak up on him and punched him hard in the face, knocking him down.

Donnie and Mikey smacked, batted, punched, and kicked several droid that came their way before two magna guard snuck up behind them and jabbed them with their electro staffs, electrocuting them to the point where their bones were showing as they fell to the ground.

"You guys okay?!" April asked as she quickly crawled over and attended to them.

"Not... really." Donnie moaned.

"I'm... well done... dudes." Mikey groaned.

It wasn't very long before the group found themselves surrounded by hundreds of droids once more as the Overmind-controlled Fugitoid loomed over them.

"Overmind has full control of this facility!" Overmind stated. "Full control!"

Leo sliced down another battle droid with his laser katana before turning to April. "April, you gotta reach the Professor! We'll cover you!" He told her.

"Alright, let me see what I can do." April replied as she put her blaster and walked towards the Fugitoid's controlled body while the Turtles and Casey formed a protective circle around her.

April then put her hands to her head and sent a series of psychic waves towards the Fugitoid as she tried to psychically communicate with him.

"Professor Honeycutt, it's me! April! Your friend!" She said psychically to him. "You have to fight Overmind!"

However, it seemed that Overmind was fighting for control of Fugitoid's body as it sparked and twitched violently.

"You will not... take... control..." Overmind struggled to say before his own artificial intelligence seemed to shatter April's psychic link as he maintained control of Fugitoid's body. "I. AM. OVERMIND!"

Several droidekas rolled their way through the droids until they were at the front lines, preparing to blast the group to smithereens.

Nevertheless, April remained undeterred as she tried to psychically reach Fugitoid again.

"You can't let him control you!" April yelled psychically. "Remember who you are! You are Professor Zayton Honeycutt! You are a D'hoonnibian!" She then let out a yell as she sent a large psychic blast at Fugitoid.

Once the blast hit him, blue and orange energy surged through the Fugitoid's body before it briefly went limp for a few seconds. His optics then shined their usual orange and Honeycutt's voice was heard gasping for breath.

"Yes... I am... PROFESSOR HONEYCUTT! I. AM. BACK!" Honeycutt declared triumphantly.

Everyone smiled and cheered at Honeycutt's return as Fugitoid gave them a positive thumbs up. However, their small victory was short-lived as more of Overmind's tentacles attached and ensnared Honeycutt, pulling him up to Overmind's central core.

"I grow tired of this." Overmind said through his central core. "I shall use your ship to free myself of this wretched station." He then began to hack into Honeycutt's systems and began to gain remote access to the Ulixies.

"He's trying to gain control of our ship!" Honeycutt exclaimed. "We have to stop him!"

Donnie then turned to the Fugitoid. "Professor! I've got an idea! Use your fusion core!"

"But that much power could destroy the entire-" Honeycutt's optics then widened in realization. "Oh yes, I see, an overload!"

Overmind plugged another tentacle into Fugitoid's head trying to regain control of his body. "Give me your power!"

Already Honeycutt began to channel energy from his fusion core into Overmind to power the station.

"You want leave of this station?!" Honeycutt yelled as his optics turned into fire symbols. "YOU GOT IT, GOOD SIR!"

Fugitoid poured as much power as he could from his fusion core, overloading the station's systems as the engines exploded with the whole station going up in blue flames.

"NNNNNNOOOOOOO!" Overmind shouted as blue flames exploded from his central core. All of the droids surrounding the group short-circuited and fell apart in the fiery inferno as the tentacles released Honeycutt. "WHAT... WHAT HAVE YOU DONE?!"

"Quick! Everyone to the ship!" Honeycutt ordered as he landed on his feet.

"You ain't going nowhere!" Armaggon stated as he blocked the group's path.

From behind, Leo jumped up and stabbed his katana into Armaggon's armor, forcing the space shark to stagger around as Leo held on.

"Leo!" Mikey cried.

"Everybody go! I got this!" Leo shouted as he struggled with Armaggon.

"Go! Go! Go!" Fugitoid ordered before anyone could protest, forcing the group to reluctantly leave the room.

Armaggon thrashed around violently before finally flinging Leo off him. Leo landed on his feet and charged at Armaggon again, dodging a bite from his mechanical jaws, and kicking him across the face.

He then slashed at Armaggon a few more times with his laser katana before the bounty hunter retaliated by trying to bite him with his mechanical jaws. Leo quickly jumped out of the way, pulling out his blaster and firing at Armaggon.

The shark bounty hunter held his arm in front of his face as he tanked the blaster shots before dashing forward and punching Leo across the face, hitting him with an upper-cut, and swiping him away with his tail.

Leo landed on the ground, but quickly got back up as he saw Armaggon activate his mechanical shark armor and flew after him. Leo then jumped on a small platform and jumped up high above Armaggon, slashing one of the jets on his armor and causing it to malfunction.

Armaggon flew around wildly before he crashed right into what was left of Overmind's burning central core, causing it to explode in a massive ball of blue flames as the force of the explosion sent Leo flying up into the hallway.


Meanwhile, the group had managed to make it to the docking bay and quickly boarded the Ulixies.

"Stations everyone!" Fugitoid ordered as the group ran into the bridge, going to their respective stations. "This whole place is going to blow!"

"What about Leo?!" Mikey exclaimed in worry. "We can't just leave him!"

"Hold up, where's Raph?!" Donnie questioned as he looked around for his red clad brother.


Raph had put his space suit on, still attached to the Ulixies via tether while holding Leo's helmet as he saw the raging fireball at the end of the hallway.

"Come on, Leo." He muttered as there was no way he was going to abandon his brother. He just had to make it, he had to.

Raph squinted his eyes before they widened slightly as he saw Leo sprinting down the hallway, the all-consuming blue blaze on his heels.

"MOVE IT, LEO!" Raph shouted as Leo quickly made it down the hallway to where Raph was waiting.

*BOOM!*

In a bright flash of blue light, the entire space station exploded in a massive fireball as the Ulixies had made it out just in time. Raph was still tied to the Ulixes as he held Leo's hand in his own, Leo having his space helmet on as he had just barely made it.

"OH, YEAH! TURTLE BEATS SHARK!" Raph exclaimed in victory as Leo smiled pridefully.


Leo and Raph walked up to the bridge of the Ulixes where everyone gave a congratulating cheer. Casey walked over and patted Raph on the shoulder as April ran up and hugged Leo around the neck.

"That was so metal!" Casey shouted, getting another cheer from everyone. However, they're celebration came to a sudden end as a loud beeping sound filled the bridge.

"Oh no, what kind of alarm is that?" Mikey groaned, expecting the worst.

"The good kind of alarm." Honeycutt replied. "It's a proximity alert. The ship's scanners have picked up the Triceraton fleet! We're back in business!"

The group blinked for a moment before they cheered again as they went to their stations.

Leo walked up to the front of the bridge proudly as he spoke like a captain from a sci-fi movie. "Mr. Honeycutt, set course for the Tython System!"

"Uh... the navicomputer automatically does that." Fugitoid told him. "But thank you."

"Oh... uh... cool." Leo said in slight embarrassment as he stood in silence. "Let's do this!"

"TURTLE POWER!" Mikey cheered as the Ulixes shot into hyperspace.


Burnt and broken pieces of scrap metal floated adrift through the remains of the space station. Though Overmind was finally gone, Armaggon was far from finished.

"Now they've gone and made me mad!" He shouted as he went into a frenzy and destroying as much debris as he could before going after his bounty. At first it was business, now it was personal!

And he would make sure to get some payback on those Turtles and two humans if it was the last thing he did.