Kara stared out at New York on the balcony of her home. A warm breeze passed her causing the tip of her bangs to tickle her cheeks so she moved her hand over the side of her head to keep her hair out of her face, the scenery too good to be seen with just one eye.

"Ya know this isn't healthy for ye.." Came a soft voice behind her. She closed her eyes and lowered her head before turning around to face Dragan.

"I can't help it. I miss our home. I miss my family. I miss it all." She walked inside her apartment home and looked around seeing it as it was before the invasion.

"We will get them all bak. We just hae tae stay focused an keep our eyes forward." Dragan walked over to her, placing her hand on her shoulder as the image of her apartment faded away and they stood in the middle of the empty holo-room. "Yeah..you're right."

"Come on, Fugitoid is helping April train her psychic abilities. Wanna go watch? She may hit Raph wi something." Dragan gave her a playful smile and a light nudge making her smile as well. "That does sound interesting..alright, let's go." Both of them walked back to the bridge of the ship to see Leo and Raph doing some work while the others were around April and Fugitoid.

"So much for that idea." Kara chuckled and walk over to the group. "Hey, guys. How's it going over here?"

"April has been doing surprisingly well." Donnie commented as Fugitoid lifted three balls into the air and shuffled them around.

"Ok, April, in which of the spheres have I placed your Tessen?" Fugitoid asked, holding his arms out to the spheres.

April looked to be concentrating hard til a smile crossed her face and she pointed to the first one. "That one."

"Ding! Ding! Ding! Ding! Ding! Excellent!"

Every one of them cheered as the Tessen dropped in her hands.

"Wow, Aps, nice job!" Kara smiled wide and patted her shoulders. "Just warn me when you start to read minds." She stuck her tongue out playfully.

"Fantastic session. Your psychic abilities are marvels waiting to be unlocked."

"Thanks, Professor. How did you learn so much about the human brain?"

"He is a scientist, is he not?" Dragan quirked an eyebrow at April then turned her attention to the Professor.

"Not quite, Dragan. Since it's the only part of my original body left, I have done extensive research on brain matter. Neurophysiology."

"You never fully explained how you became a cyborg, dude."

"Yeah." Kara nodded, agreeing with Casey. "Was it an experiment gone wrong? Was it war against machine?...Did you lose a bet?" She raised a brow while giving him a curious look.

This managed a soft chuckle from Fugitoid. "No, not that. Allow me to enlighten you." He said while turning away from them all as they sit down and get comfortable, even Leo and Raph coming to join them. "I am from D'Hoonib, a planet of humanoid 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 because I refused to build them weapons. As you can all guess they were furious and destroyed everything in sight."

Kara and Dragan stared up at him in sorrow wondering what it must of been like to lose everything he worked for permanently.

"My robot assistant placed my brain inside it's body. It saved my life. Man merged with machine, and I was reborn. Beep, boop." His head opened up to reveal his human brain still alive inside the robot body. "When the Triceratons found out I was still alive, they deemed me a criminal; a Fugitive Android."

"Wooooah.." Kara stared at him in awe.

"Ooooh. Haha! Spongy." Mikey said as he poked Fugitoid's brain.

"Mikey! If you had a brain, would you want somebody poking it?" Raph stared at Mikey who gave it one more poke causing Raph to growl and raise his hand to hit him.

"It's quite alright, it tickles." Fugitoid said between giggles as his brain retreated back inside his head. "But I do have a great fear of losing my humanness. I don't want to be thought of as just a machine." He said with sadness in his voice staring down at his hands. He blinked in surprise and looked over when April placed her hand over his.

"We never think of you as just a robot, Professor."

"Yeah, you're a friend to us." Kara said with a grin.

"Indeed." Dragan nodded, smiling til the ship jolted causing everyone to lose their balance.

"What the heck is going on, Fugitoid?" Leo and the others followed behind Fugitoid as he went to the controls.

"Something's attacking our ship!"

"You need a control panel to tell you that?!" Raph yelled to Fugitoid.

"Donnie, see anything?"

"I can't pinpoint it, but something's out there." Donnie looked up at Leo uncertain.

Kara stared closely at the screen and noticed something zip by. "What was that?"

Raph moved next to her when the ship's footage caught the anomaly. "Was that a..space shark?"

"No way..." Dragan moved next to them in surprise.

"Wicked! That's, like, more metal than Vikings on motorcycles, bro!" Casey went for a high five only for the space shark to crash into the ship and cause everyone to fall over.

"We're gonna need a bigger ship." Raph muttered.

"Captain Leo, what are your orders? Um, Leo?" Mikey looked around seeing he wasn't around til he popped up on the screen, leaving the ship.

"Leo, are you crazy?! What are you doing?" Donnie yelled in his helmet com.

"Yeah an without any backup!" Dragan yelled afterwards.

"I've got the ugly beasts in my sights." Leo notified them seeing the shark knawing at wires and such. He pulled out his laser pistol and fired at it causing it to grunt and retreat for the moment only to return, swimming straight towards Leo.

Meanwhile, Donnie was doing some research of the beast and eventually found him. "Armaggon. Bounty hunter. Space Assassin. Wanted in eighty seven star systems. Wow! I bet we have Lord Dregg to thank for this."

"Agreed, he's far too dangerous. Leonardo, we should definitely avoid confronting this creature." Fugitoid said into the radio com.

"Too late!" He yelled between the grunts and thuds of battle.

"Don't worry, Leo, I'll join ye momentarily!" Dragan stood and went to retrieve her weapons.

"No, wait, you'd be at a disadvantage fighting in space." Kara stopped her, grabbing her arm.

"I can't leave him out thare alone tae fight that thing!"

"Hold on. I've located a derelict space station several astro-miles away. At least, I really really hope so!" He yells as he boosts the speed.

"Hang on, Leo!" Dragan said seeing him holding onto the ship and ran to aid him along with Raph and Mikey.

Raph and Mikey pulled Leo inside in time before the space shark could take a bite at him only for the creature to get stuck in the hole and try to reach for them, snapping both it's jaws at them."Eat it shark mouth!" Raph yelled as he fired at it while Dragan pulled out her sword and slashed at it causing it to fall out and retreat.

"Look at that hunk of junk." Casey commented.

"It should provide some cover from the Armaggon..hopefully.." Kara looked over at Donnie nervously.

"How do we get inside with the hanger doors closed?" Donnie asked the Professor.

"I've hacked into the station system. Accessing hangar door. Opening."

"Open faster!" Donnie yelled at him as the derelict ship was approaching faster and faster til the door suddenly opened and they went through. Shut the door, Professor!" Once they made it through safely they all began to cheer.

"Woah, that was a close one." Kara sighed, leaning against Donnie making him smile and help her stay up. "But an alien shark that's a bounty hunter? That's so cool!"

"Come on, might as well take a look around while we're here." Leo said as he and the others returned. When they entered the station everything was dark. "Weird, what is this place?"

"Guys, this is just like the space station in my "Alienoids" comic book. Remember that?"

"Seriously, Mikey? You know how I am about that!" Kara suddenly grew nervous and moved close to Donnie.

"Relax, you two. Besides, it's better than being space chum." Raph said hoping to calm them down but it only got a raspberry from Mikey to him.

"Mikey does have a point, you guys. People don't abandon space stations because things are going well." Donnie pointed out which caused Kara to hold his arm tight.

"This place is trashed. What the heck happened here?" Casey looked around while Leo shone a light around.

Mikey tripped over something that caused a cloud of dust to shoot u around him, making him cough. "How could they leave without their spacesuits?" He picked up a piece staring at it.

"Perhaps they used an escape pod or something?" Kara bent over beside Mikey unaware of what Fugitoid was doing.

"Oh, no. The crew didn't leave. They were disintegrated."

Everyone gasped and stared down at Mikey who was surrounded by it.

"Why don't we shed some light on things, shall we?" Fugitoid said to hopefully lighten to mood. "I'm sure we'll all feel better when we can see the place." He managed to hack into it's systems and the lights turned on one by one.

"I think I liked it better in the dark." April said nervously.

"Maybe we should leave instead..I don't like the looks of this place.

"Perhaps Kara is right. I'm sure Armaggon is gone by now."

"Just like "Alienoids" issue three, when the aliens multiplied in the survivors' butts, and then-"

"Not helping, Mikey!" Raph yelled, stopping him before he could go any further.

An electronic whirring sound echoed. "Greetings. Gre-gre-greetings. Greetings." An automated voice said.

"All right. Who are you?"

"Greetings, I am the Artificial Intelligence of this space station. Thank you for reactivating me. The crew called me "Overmind." I run all on board systems. How may I help you?"

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

It made a scanning noise but then a loud beep interrupt it. "Your request is invalid. I am a fully automated self-repairing factory built to construct VX3 robots."

"Robots? What kind of robots?" Donnie questioned.

"This factory built the best VX3 WarBots in the galaxy."

"So, Overmind, what happened to the crew?" April asked, taking a step back next to Donnie and Kara.

"Guys.." Kara said softly, glancing back towards the exit.

"The remaining crew must have shut down the station." The A.I stated.

"Did you say remaining?" Donnie asked.

"I have a feeling we're nae goin' tae like it's answer.."

"Upon gaining sentience, the robots decided the crew were weak and inefficient, so they destroyed them."

Mikey gulped and slowly raised his hand. "Who votes to go back outside with the shark-a-tron?"

"Yep! Space shark, here we come!" Raph yelled as they all began to leave.

"Oh good, leaving before anything else happens." Kara sighed, leaning her head against Donnie's shoulder.

"We did say we would heed your warnings next time, correct?" Dragan chuckled at her.

"Thank you for the information. We'll just be on our-aaaahhh!" Fugitoid yelled as he was electrocuted and fell onto the floor.

"Woah, Fugitoid, you all right?" Raph ran over to him with Kara and Dragan beside him as the Professor stood to his feet. "Yes, fantastical. Never ever better. Don't...fretterrrrr." Fugitoid seemed to be spazzing out til he shut down for a moment, steam rising from his head then suddenly turned around and smacked Raph, throwing him to April's feet.

Kara and Dragan jumped back in surprise and stared at him.

"Professor..." Kara blinked when she saw him spazzing out.

"Not cool, Fugitoid!" Mikey yelled.

"Something's wrong..." She gasped when he suddenly turn and ran away from them. "Fugitoid, wait!"

"After him!" Leo shouted as they all ran after him.

"Fugidude, stop! What the-woah..."

They stopped in a room surrounded by machinery.

"This place..doesn't seem right." Kara whispered, her voice echoing.

"This place gives me the chills.." April stopped when they all heard groans up ahead and rounded a corner to see Fugitoid huddled on the floor.

"Professor!" Donnie shouted.

"G-Get away from me. Please. Ma-ma-My greatest fear. Losing control."

"Losing? Are you malfunctioning? Talk to us, Professor! We can help you!" Kara shouted.

"Not safe. It's not safe...You see, I'm pa-owered by a f-fusion core. That jolt. I could be unstable.." He muttered while trying to remain in control though his speech was slirred and spazzy.

"Donnie, translate for me."

"He's saying he's basically a big walking fusion bomb!" Donnie yelled causing everyone to gasp.

"The original intent of my robot body was to be a fusion generator. It's why I tend to a little, geh, nervous at times."

"Great, now he tells us." Raph says looking over at Leo and Donnie.

"There must be something we can do..." Kara looked up as the machines activated and stared making robots. Everyone stood around Fugitoid and the guys brought out their weapons.

"I'm thinking those are probably the warbots, yo."

"Ok, run or fight?"

"Fight!" Leo shouted as he and Mikey charged.

Kara and Dragan stood around Fugitoid, bringing out their space weapons. "Good thing you reminded me to bring my weapon." Kara grinned to Dragan.

"Despite the beauty o' space we know thare are dangers out thare an we cannae let it get us at a disadvantage. So let's charge!" Dragan ran at one of the bots and sliced it in two and moved on to another one.

Kara charged at one and slide under it's feet, slicing her blades through it's legs. As it began to fall forward the blades lit up and shot out a wave of energy, cutting through the bot with a big X, the remains falling to the ground.

Kara looked back towards Fugitoid to see he disappeared. "Guys, Fugitoids go-ah!" She jumped backwards underneath the conveyor belt and looked up to see Raph and Mikey looking to be having some trouble, though she would be lying if she said it wasn't entertaining to watch.

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

"Oh yeah, I'll show you obsolete!" Raph jumped up and slashed at one of the robots while Kara jumped over him and finished it off. "Yeah, organics are capable of more than you think.'

"The crew tried to destroy me, but they were unsuccessful. When you reactivated me, you restarted the robot revolution."

"Why can't we have a nice run in? Maybe at a resort where they serve weird but tasty dishes, with a swimming pool, and karaoke? We always have to deal with some life-threatening situation!" Kara yelled as she took down another robot, standing over it.

"Over mind is complete. Over mind is forever!"

"You'd get bored in a minute." Dragan chuckled, moving beside her.

As the others took down what ones were made they all stood beside each other, Leo pointing his sword up at the ceiling. "I got news for you, space station. We just trashed your army."

Suddenly, two giant mechanical arms grabbed the group from both sides, squeezing them together. "You have gravely miscalculated."

"Leo..your cockiness, once again, got us n' trouble..."

"Gr, you guys never know when to shut up!" Kara glared at Leo only to look down seeing Fugitoid walking in front of them with a new army. "No..Professor.."

"I am Overmind. I am one. I control all technology in this station. No need to struggle. Because you are insufficient, you will be enhanced with robo-technology."

"We don't want to be enhanced!" Donnie yelled as he struggled.

"Oh! Oh! Can I get laser eyeballs? or maybe a rocket fist?"

"You know..that actually sounds pretty cool..."

"Kara..."

"Yeah yeah..I'm just messing." Kara looked away with a pout.

"The previous human crew sabotaged my thrusters, so I must use the Fugitoid ship to obtain my goal. Over mind will control all mechanical life in the known universe. Overmind will eliminate inefficient oraganic life."

"Fugitoid, you can't let him do this! We got to save Earth!" Leo shouted down to Fugitoid.

"Earth is irrelevant. You will be mechanized and turned into Overmind's drones."

Mechanical arms came out of nowhere and stalked towards them, the transition beginning.

"We have to resist!" Leo shouted, his voice already sounding like a machine's.

"Think of something, Donnie! We're getting turned into toasters!"

"So not cool, bros!"

"This voice thing is wicked!" Casey chuckled.

"No time for joking around!"

This is it! We're doomed!" Donnie shouted as their faces were getting covered with metal parts.

"I'm losing myself!" April groaned while struggling.

Kara struggled, throwing her head back and forth but that didn't stop the arms from doing it's job. "Ngh..I...I refuse!" Suddenly, the arms were blasted and the machine that was holding them was cut lose, all of them falling to the ground with their metal parts falling off them.

"Woah! Saved by Robo-Shark?"

"Why did you free us?"

"The name's Armaggon, and you ain't free. Lord Dregg wants you alive."

"Guess we can be thankful for one thing." Kara muttered as she stood, throwing a piece of metal off her.

"Overmind is in control. Organics shall all be eliminated."

"Yeah, we'll see about that." Dragan picked up her weapon as everyone charged, fighting the robots head on but in the end, they were surrounded with Armaggon knocked out.

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

"April, you've got to reach Fugitoid!" Donnie shouted as he blocked a machine from getting too close to her.

"Let me see what I can do."

"Please, hurry!" Kara yelled as she was lifted in the air but cut the arm off and slammed er her foot into it's face.

April closed her eyes, placing her hands to her forehead, using her psychic powers to reach the Professor. "Professor Honeycutt, it's me! It's April, your friend! You have to fight Overmind!"

"You will not take control. I am Overmind!"

"You can't let him control you. You are Professor Zayton Honeycutt! You are a D'Hoonibian!"

Kara looked over at April seeing she was concentration really hard and looked up at Fugitoid. "Come on...you can do it.." She muttered seeing the sparks fly around the Professor's body.

"Yes, I am Professor Honeycutt! I am back! Ah!" Even though he had regained control he was still in the clutches of Overmind.

"I grow tired of this! I shall use your ship to free myself of this wretched station."

"His robots are accessing my ship! We have to stop him!"

"Professor, I've got an idea! Your fusion core!" Donnie shouted over at him.

"But that much power could destroy the entire-oh, yes; I see. Ah overload!"

"Give me your power!" Overmind commanded.

"You want leave of this station? You've got it, good sir!" The Professor used his fusion core to overpower the station which was beginning to malfunction and go haywire.

"Noooo! What? What have you done?!"

"Everyone to the ship!" Fugitoid dropped to the floor and ran towards them.

"You ain't going nowhere." Armaggon stood in their way but Leo jumped at him, throwing his mask over his head.

"Leo!"

"You guys go ahead, I got this!"

"Go! Go! Go!" Fugitoid shouted everyone leaving but Dragan stayed behind, fighting beside Leo.

"I thought I told you to go!"

"Like heck I'd leave ye by yourself! We're suppose tae fight together!"

Both of them were mainly dodging, attacking when they can but with it's metal armor, it was quite difficult. Dragan gasped when Armaggon managed to catch Leo's arm, blood seeping from the puncture wounds. "Leo!" He ignored the pain and started firing at him instead though Armaggon wasn't being stopped by that and punched Leo in the face, stomach, and face again.

Dragan tackled him away with her shield and stood in front of Leo, glaring at him.

Armaggon chuckled and changed to his shark mode and flew right towards them but Dragan jumped into the air, using him to boost herself up and sliced her sword into his thrusters, sending him straight into Overmind, causing an explosion.

She landed on the ground in surprise and turned to Leo. "We hae tae move, now!" She took his hand in hers and ran straight for the ship.

"Stations, everyone! This place is going to blow!" Fugitoid shouted as they all jumped to their stations.

"Not without Leo! Wait, where's Raph?" Mikey looked around.

"And Kara!" Donnie yelled in a panic.

Kara and Raph were moving towards the entrance carrying a helmet for each of them while dragging a line for them to use.

"Come on, Leo."

"Hurry up, Dragan.."

Both of them could see Dragan and Leo running towards them.

"Move it, Leo!"

"Pick up your feet, Dragan!"

When the station finally exploded, all four of them were dragged away by the line, whooping and hollering.

"Wooo!"

"Oh yeah!Turtle defeats Shark!"

When they made it back on board April ran in and hugged them all while the others cheered. Donnie ran to Kara and held her tight, smiling til the sound of another alarm was heard.

"Oh no, what kind of alarm is that?" Mikey pouted.

"The good kind. It's a proximity alert. The Ship's computer has picked up the Triceraton's fleet. We're back in business."

"Yeah!"

"Yay!" Mikey and Raph cheered.

"Finally." Kara rolled her eyes but had a smile on her face.

Leo glanced over at Dragan and grinned as he walked to the front of the room. "Mr. Fugitoid. Set a coarse for the Primax system."

"Uh the computer automatically does that, but thank you."

"Oh, uh cool..." He stood there awkwardly for a moment before pointing ahead with a serious look on his face. "Let's do this!" He shouted while Kara and Dragan were laughing.

"Turtle power!" Mikey yelled as they warped away unaware of their surviving friend, Armaggon.


Sorry for the late update! The website I use for the episodes was being a butt all week..may have to change websites or go back to the one I used at first. I'm using kisscartoon at the moment but if anyone has any other websites they use I'd appreciate the help :) Anyways, you all know the routine! All feedback is much appreciated :D