Spider-Man, and the others, are owned by Marvel and Stan Lee.

Loonatics Unleashed, and the others, are owned by WB.

Teenage Mutant Ninja Turtles are owned by Eastman and Laird.

Mummies Alive are owned by DIC entertainment.

Gargoyles are owned by Disney.

Chapter 15:

The menace of mastermind

Deep within a location by the name: Subterranean Prison there was a man showing a new recruit around the place. "I know this is a lot to take in on your first day, but the tour ends here." The warden said to the new one of the place as they left the elevator, and rode a moving floor to a strange bubble. "Meet the most insidious mind in all of Acmetropolis: Mallory Mastermind." He said when a small retractable drawbridge connected the sphere to the sliver of floor.

"Of course. The one who…"The new guy said after seeing a woman in the sphere with a lot of books around her. The warden knew what he was about to say, so he finished it for him.

"Yes, and she would have succeeded if not for a quick thinking Grad Student." He knew that the prisoner could hear him, and he knew that she hated to hear of the one time she failed, but he simply said it because it was fact.

"Quick thinking my over sized head. That dog just got lucky." She said to them while moving the halves of the magazine she was reading to either side of her head. She saw the slightly started look on the blonde's face, but she was used to those kinds of looks, so she moved onto a lighter problem. "By the way warden, is it necessary to remove every staple." She questioned while throwing the magazine she was reading to the ground, and walked over to the visitors.

"You know it is Mastermind." He said to the female, and then enlightened the who was new to the force, "Any metal she touches she can turn into a dangerous high tech weapon." She heard his warn and decided to add some humor to the balding man.

"Aw, your going to scare him away." She told him and then spotted the red and gold writing utensil in the new guys hand, and then heard a familiar sound: a clicking sound.

"So, make a note - nothing metal allowed." The warden warned with a traditional waving finger while he ignored the big-brain's sentence.

"Where's my…" The other started to say when he no longer had his writing device, but was interrupted by the man in charge of the place.

"Got that?" He questioned to him, hoping that he had not already did something bad.

"Uh…yeah, yeah. No metal got it." He answered back, turning to face his knew boss with thee hi-tech clipboard between them and started to write.

'Whatever.' The warden thought about the blond. The older gent then just shrugged at the over achiever, and walked on. When the coast was clear the new guy checked around for the missing pen by checking his pockets and walking off at the same time. Unknown to them was that the third one had it.

'Suckers.' She thought as she turned away with the pen in hand. She placed the pen on a pile of her books and transformed it. The scientist used her special powers and brought life to the two legged creature. "Ok, love, be a dear and crack mommy's cage." She instructed in a soft tone then presented her hand to the small creature; it walked on without argue. She walked close to the force field that held her and stuck her arm through it, and despite the pain she was able to say to it, "Okay, you know what to do." The pen used jets near its 'tail' and flew through an air duct.

'That one will help mommy.' The transformed writing instrument thought before flying over to a construction drill drone. After getting inside the big machines systems the pen activated it, moved it to the air duct(while knocking down a construction ladder), and started drilling through the vent.

"Nice work Pen Pal." She said to the pen, who slid down the drill that came through the rock and the prison, and into her hand. "Who wants a new ink cartridge? You do, don't you? Oh yes, you do." She said to her creation, like a pet owner often did with their pet. Her tender moment was interrupted by the warden.

"Mastermind stop." He shouted with two other soldiers with him. The technician that was at the console pad for her cell deactivated the shield, so the others could get closer. The woman in question jumped onto one of the drills slits, and ran up to the top.

"Love to stay and chat, but I really must be heading out." She told the men down below once she got to the top of the drill. The drill then hoisted her up through the hole that she had made. The warden only stared at the hole with an angry glare.

"You do realize that you are fired?" He questioned the new guy that was with them. He saw a confused look from the new guy so he clarified, "Before she left she had a red and gold pen creature with her - the same pen I saw you use throughout the tour." The elder man saw that he was about to say something else but he pre-countered with, "And all soldiers here carry black and gray plastic pens." He got the hit and started to leave while the Warden decided to inform their heroes. The good guys on the other hand was sort of just relaxing.

"In your face!" Duck shouted after taking down four virtual ninjas. "That's a new high score." He proclaimed when he did not see anymore.

"How many time do I have to tell you: what Peter and I have created here is a state of the art virtual trainer, not a video game." Tech said as he pressed a button to make another ninja soldier appear.

"Call it what you want. I'm the master!" Danger shouted as he saw three more soldiers coming at him. He jumped into the air and used the training guns on all of them before landing. "I rule this game." He proclaimed while blowing some smoke off of his gun.

"Yes your quite the expert. Peter why don't you show him the extra package you put in the trainer." Tech said then offered to the arachnid beside him. He rubbed his blue chin for a while, and answered the fellow tech-head honestly.

"Sure thing." He answered and then took a small microphone device from the console that they were standing in front of. "Activate all in level, voice code: Spider-Man." He said into the microphone device. The two watched with satisfied grins in the control room at the one sided carnage that was about to begin.

"Hey, who turned out the lights." Duck demanded when the room went pitch black, but he did not like what he saw when the lights came on. "Uh-oh." He found was the only words that came out of his beak as he stared at four mummies in armor, one mummified cat, twenty creatures with wings and fangs, humans in various outfits wielding weapons that were a part of them, along with four human turtles, and a mess of other people that he did not get enough time to see as they charged him all at once. "Hey, I was kicking virtual tail over here." Duck complained as he walked into the training room control room.

"I just used video game logic. Everyone knows that when you go to the boss level the game is staked against you." Peter said back, and Duck was about to argue until the PA system went off.

"Zadavia's on the line we need you guys up here." Ace said to them. The other three who were eating, running in the city, or reading came into their communication room with the others. They saw Ace already at the table, so they joined him.

"Loonatics there's been escape from the Subterranean Maximum Security Prison. The file is being uploaded as we speak." She said to them and stopped so they may all see the image of the latest villain. At first they only had her name, height, and weight, but her last known appearance was not given.

"That's a big head." Slam said after the picture showed up. He had a feeling that the others would agree with him.

"You said it." Ace, added, agreeing with the disposal. Spider-Man mealy shrugged at it.

"It's wider, but the Leader's head is longer." He told them and shuddered at remembering that head. 'That's why eating pickles will never be the same.' He thought, but then heard Tech say a name.

"Mallory…" He said sort of spaced out. Zadavia saw that all of them have seen the picture so she decided to move on.

"I want you all to get down there. Tech can fill you on the way. Zadavia out." The blonde said to them and deactivated the holo-feed.

"Let's jet." Ace said to them since he had a feeling that a big-brain escaping from prison was bad. The team quickly boarded their jet and headed over to the spot. "So, Tech, want to tell us how you know miss melon head." The lead bunny questioned the coyote. The genius was in the back typing a few things out, but knew that the team needed to know.

"Right before Zadavia put all of us together I was still a Grad student at Acme Tech." He started to them he included Spider-Man because as far as he was concerned he was always a Acmetropolitan. "Mallory was a young prodigy I was tutoring. She was working on a device that could amplify brain waves, but I discovered that she modified it the device to transfer other people's brains into her own." He started and he remembered seeing the images of her image growing as others shrunk. "The university staff were going to be her guinea pigs." He continued but was lost in thought over what she said to them.

"With just a flip of this switch I will show you what it means to be brilliant." The past Mallory said after securing a strange helmet to her head. Tech got out of his thought and told them what happened next.

"So I stopped her and her evil head before it was too late. I had to do something before their minds were destroyed. Unfortunately, she was hit by a surge of bio-electrical neuron feedback." He said to them as he recalled doing it when everyone's attention was drawn to the bright pink orb above them, but he also remembered quite vividly over what happened next.

"Take her away officers." The younger Tech said as he pointed at the soldiers that were walking in. The armored soldiers came in and headed straight for the one responsible.

"Mallory Casey, your under arrest." The one throwing the shackles to her wrist said, and then the two picked her up and carried her off.

"You! You ruined my life's work! How dare you! Oh, I'll get you Tech! Someday I'll get you, you mangy dog!" Her younger self shouted while being carried away. Tech was then brought up to date as he filled them in on the last needed part.

"And that's the last I heard of her…until now." He said to the team, and in that story time they were able to make it all the way to the prison.

'It may not be exact, but it's pretty close on how Doom and Reed became enemies in their college days.' Spider-Man as he recalled the whole story since said stretchy scientist told him it on his fourth visit. They landed near the jail, and then checked around.

"Come on guys. We picked up some suspicious electrical activity in this area." The field leader informed as the seven came into the construction site on foot.

"Man, Mallory would have a field day with equipment like this." Tech said after catching sight of all the construction tools. The team stop near the center of the location and wait.

"Me thinks this place is empty." Danger said to the team since there was nothing moving and nothing exploding. The ears of the team caught something close, but she did not know where.

"Chill duck. Me thinks I hear someone thinking louder than any of us. We're not alone." She told them and then tried to listen to the slightest of sounds. Just as he heard something the seventh Loonatic could feel that she was right.

"Good ears Lexi. My spider sense is going nuts just by standing here." He told them. "Okay, I have to be honest with you it has been going nuts since we left the jet, but it's strongest here." He added to his first comment.

"It's got to be her." Tech said aloud after hearing everything from the ears and burglar alarm of the team. Their enemy was watching them from behind the machine that freed her, but she decided to let her presence known.

"Give the dog a bone." She started, and waited so the whole team was looking at her. "Nice to see you again, Tech." She added while looking right at her former teacher.

"I wish I could say the same." He answered her truthfully. At first he was proud of her accomplishments, but he lost all respect for her when she tried to pull that stunt. Living true to form for an orange themed hero Danger Duck decided to open his big, fat beak.

"Some genius. You get an 'A' for the escape, but a 'D' for the getaway." He said to her while pointing at her, like he was the one in the right. The wall-crawler walked over to him to soil his good move.

"Professional experience tells me that it was not her aim to run off." He said, and got a confused look from Loonatic orange, but the genius was more than happy to add what he said.

"The bug is right. This was never about getting away. This is about revenge." She said to the crew of animal based heroes. "Isn't it, Tech. Eliminate those animals." She said and just like that a twin laser blast was tried behind, and the drill in front of Tech tried it's luck.

"Hey, watch it with that. Missed me, Oh, missed again." Rev said to a machine with a reconfigured high speed nail gun to laser gun. Slam and Danger Duck was dealing with a disk like construction tool.

'Here goes nothing.' Slam thought as he saw Duck quack on top of the machine the y were fighting, so he tried jumping on it to. As soon as he was on Danger jumped up and quacked away. The machine spun around, and Slam was not able to hang on, so he went flying back first onto the mid-constructed building; he was able to spin around and hang on at the top floor. Ace, Lexi, and Peter on the other hand were dealing with an upgraded concrete mixer. With nothing decent enough to swing on Peter was reduced to running just like the bunnies.

"Ace, ball battering-ram maneuver." The web-head said when he saw the hanging metal ball. The bunny understood, so they ran as fast as they could forcing the wrecking ball to swing faster. Lexi caught on of what they were scheming so she too got some distance and fired a brain blast at the cabin of the machine, and the wrecking ball finished it off.

"That takes care of that." Ace said while patting his hands for a job well done. Peter saw that the ball was just fine, and that gave him an idea of how to help the others.

"Not yet. Do me a favor and blast the cord on the ball." He said to Ace. Loonatic yellow knew by now that when it came to Spider-Man: don't question just do because most of the time it won't make sense. He fired a beam near the base of the cord, and was able to separate it.

"But what's it for?" Lexi questioned since she knew from his stories that he often did some crazy stuff, and that worried her.

"Jut backing up the others." He said and lifted up the big, metal sphere. He performed a discus toss maneuver and was able to shoot it to the top. "Time for something I rarely did back home." He told the hares before making a sling-shot and flung himself up to the ball. As he tried to decide on what to do with the ball Tech was busy trying to stay alive.

'Geeze, she can really hold a grudge.' The coyote thought before jumping out of the way of the drill, and got into a better position to think of how to counter it. Rev was still dealing with his machine. The speed creature was able to go so fast he was on the construction drone's tail.

'Oh man.' He thought when he saw the gun pointed at him, but thankfully he jumped off causing it to damage itself. The tank like creature then crashed into a pile of metal pillars. 'That wasn't so tough.' He thought with a smirk before joining the others.

'Got to get up here.' Slam thought and was able to climb to the ledge he was hanging from. When he got up there he saw Duck and thought, 'Guess he quacked up here.' He didn't care as he smiled at his pal, grateful of this break. Their fun was short lived as the machine used its arms to climb to them. That's when the two heard a whistle.

"Hey, fellas mind helping me with this." He said referring to the ball behind him. The two turned their sight on the enemy and was able to dodge the attack. As Danger quacked and launched a tar egg at one of the barrels, Spider-Man added impact webbing to the other, and as they did that Slam grabbed the and used it as a bowling ball against the overblown toaster.

"Strike!" He grumbled in praise over what he had done. As a side effect for the bowling game the machine that Tech was dealing with, which backed him into a corner, was slammed by the other machine and the wrecking ball. The team then gathered around the machine they THOUGHT Mastermind was on. "Where the big head?" The devil questioned the team since he guessed that even a villain knew when to jump off of a machine.

"She's skulking around somewhere, but I've got something at HQ that will that will give her a headache wherever she is." Tech said to them, and with that the crew of seven made a run for their jet, and once all inside they took off straight to base. While a stone's throw away from home Ace saw something wrong.

"Hey, who left all the lights on?" He questioned the rest of the team since he knew that a few of them often left for a fight without turning off the closest light.

"Don't look at me." Slam responded first since he often left lights on while searching for some extra food that he knows the others stashes at other places, or at least he thinks they do.

"I might have left a nightlight on does that count." Spider-Man said to them and got the rolling eye routine from the whole team. Soon after he said that a face appeared on one of the monitors and it wasn't Zadavia.

"I am in complete control of your headquarters now, Tech." She said to them and added, "It's my turn to play with some of your inventions, and boy is this gonna be fun." She ended with an evil laugh.

"So, that's what those circles are for." The web-head said when he saw three floating double barrel blasters heading straight for them. All of the team stared in surprise that their own defense system was coming after them.

"I can't hold it!" Ace warned the others after they suffered six shots, two from each gun, and then headed down. Slam started to babble/ bawl as the nose of the ship was heading for pavement. "Everybody hang on. We're going down." Ace told them as they were crashing.

"We're doomed! Doomed!" Danger shouted as they were falling to the street below. Lexi looked at the Loonatic to her left and could not believe how he was acting.

"Now's not the time to panic." She told him calmly since she knew that Tech thought ahead for such a problem. The duck was not all that trusted.

"What! Now's the perfect time to panic!" He said back to her, and Loonatic purple could not see a way out of this either.

"Yeah." He said to her. Peter listened to all of their words and knew how to add to this chaos.

"Afraid they're right, Lexi. I just hope the city doesn't mind picking up their heroes with blotters." He said and got the same response as the first. Tech on the other hand was able to block all of them out and typed on his console. He was able to deploy emergency parachutes, and with the landing gear they were able to park right in front of their home.

"Ah, my pet, company has arrived." Mallory said while watching them park through the monitor in their conference room. "Won't Tech just love the modifications I made to his little toys." She added to her pen creation after putting some form of metal button to a gun and tossed it with the others with a laugh. 'Good thing someone left their Lamb-borg Revert Sedan outside the prison. In fact I think the warden has the exact same car.' She thought with a smirk over the ride she borrowed to get here.

"That hideous head case locked us out of HQ." The head bunny said while trying to access the basement entrance, but he kept getting 'no entry' as he pushed the right button. As he did that Tech accepted her strategy with a smile.

"Fighting an opponent from within his own stronghold - Genius." He said as he stared at their base. The muscle of the team had enough waiting as he got out of the jet and stared at the ground.

"Me genius." He said and started a tornado and then burrowed into the ground. The team saw this and all jumped in.

'Again with a sewer theme.' Peter thought and jumped in after them. The Tasmanian was able to tunnel right into the room that Ace was wanting to go into. The bad news was that she was playing 'big brother' since they arrived.

"Now the fun REALLY begins." Mastermind said as she watched them. Due to one of Tech's inventions she was able to put the guns in that room without leaving the room she was in. Rev put in the access code for the stun guns Tech made, so they could take her down nice and easy.

"All right enough head games. Time to go old school." Duck said when the gun holder was opened and it showed its cargo. Ace had a simple hand gun and he gave its partner to Loonatic pink. Slam grabbed a pair of arm guns for himself, and the birds had single guns.

"All right Tech, now you'll see payback is a dog." Mastermind said while watching the animals at work. The super genius and the eight legged genius did not understand her statement at first, but the canine saw a new addition to his blasters.

"Wait. She's booby trapped everything." He warned and then the two without a gun watched as wires tied the gun to four out of seven, and Slam's guns magnetized together. "My brilliant inventions. What has that ghastly woman done to my babies." Tech said in anger and then the gun wielders tried to get them off, but with no success.

'Great, now what.' Peter thought as his spider sense went off, and the next thing he knew Danger's gun went off.

"I'm not doin it." He explained as he saw his friends try to find some cover. As he tried to steady his hands another Loonatic found controlling his arms impossible. "Nice try," Duck said barely dodging a blast from the devil. As they all tried dodging the attacks Mastermind was enjoying the show very much.

"I'm not sure who side the duck is on." She questioned to the pen with a laugh before and after her comment. The big-brain watched as they found around the guns. Ace blasted the wires on his wrists with his optic blast, and he watched as Slam slammed his arms to the wall which destroyed his gun instantly. Rev made a shot, sped off in the line of fire, and let the gun take the hit before tossing it. Lexi leapt up and smashed it on an overhead pipe, and Danger Duck quacked out of his bondage and belly flopped in front of the other six.

"I should have seen this coming. I feel like such a pea brain." The canine said while examining a piece of the gun he made, feeling bad that he didn't prepare for something like that.

"You see guys this is why I don't use a gun: you'll put someone's eye out, or more important your own." The arachnid said to them to try to lighten the mood.

"No time for your jokes Spider-Man, and as for you Tech: your no pea brain, but it is time to take your balloon head girlfriend down." Ace said to the two and then stared at the security cam.

"I heard that." She said to the team. Her former mentor looked around and saw the right room for the job.

"In here, we can get out of sight from the camera." The intelligent hairball said to the rest, and before going into the room Spider-Man webbed up the camera she was using.

'So, that's what it feels like when gunk up a security cam, feels kind of cool.' Peter thought before jogging into the room. He had seen Gambit, Black Cat, and Psylock handle cameras, but he often wanted know how it felt, and now he did. He saw that the team was near the far wall.

"There's an elevator shaft behind this heat generator." He explained and after feeling the wall he was able to find the hidden button and press it.

"Nice going, Tech." Ace said when the hidden elevator. Mastermind did not need the camera, she found the blue prints to their home earlier, and she knew what he had planned, so she pressed a button to activate a 'ventilation overload'. After pressing the button large slabs of steel rolled in over the elevator shaft before they could access it. The team watched as the other walls went with the same way, and the roof over them lowered down closer, but stopped.

"Is it getting hot in here, or am I just crazy." She said to them after activating a ventilation overload. The narrow beam of heat before them widened and all of them knew that that couldn't be good.

"Uh, guys, Miss Big Brain set us up for a Big Bang." Lexi warned them, and Slam heard her statement causing him to use a twister legs tackle. There was however a problem when he tried that.

"Ouch." He said holding his left arm after hitting the wall, but skidding all the way to the console in the center of the room. The designer of the place tried to use the nearby keyboard.

"Ok Tech, time to put your wits to work." Ace informed his fellow Loonatic.

"I'm hacking into the security portal but it's gonna take some time." He answered back while typing on the computer. The mallard walked closer to see what was up, and to give him the bad news.

"Well, could you pretend to hurry. One more minute and your looking at crispy fried duck." Danger said while staring at the energy pillar.

"I've almost got it, just a few more keystrokes." The coyote said to them while typing on the console and knew he could beat the clock. Up in the control room however Mastermind has had enough of them, and watched the webbed up monitor.

"Almost doesn't count Dog-Breath." She said over the PA system and then softly to her partner, "Cover your ears, Penny." She covered her, ears, but still felt the spire shake because of shockwaves. "Anyone for barbequed hero? I think that Hot Dog is well done." She said to her mini friend with a laugh of seeing on the monitor a flaming room. Unknown to her was that her teacher saved them.

"Could you cut it any closer, Tech?" Ace questioned as six of the seven Loonatics were holding onto the elevator cable, and Spider-Man was on the shaft's wall.

"Actually, no." The long eared genius answered back with a charred body, but let his healing factor take care of that.

"Yeah, we better get moving before she figures out we're here." Ace said knew that Tech must have come up with a tracking device, and he knew that Mallory would find such a device; the hitch was that he did not know where to go from the shaft.

"Through the vents. She can't monitor us from there." Loonatic green said while pointing to the vent hole to Slam's left. The genius knew that Spider-Man used those tunnels sometimes, but he also knew to give the seventh member some privacy, so he left them unguarded. They watched as Slam crawled in there first, followed by Danger Duck, Rev Runner, Lexi Bunny, Ace Bunny, and Tech E Coyote; the web-head crawled in after them.

"Before we come up with a plan I'd just like to say that vent crawling's my shtick and if any of you guys start spinning webs then I'll sue." He said to them to lighten the mood that they were almost blown up, but all he got was a slap on the back of the head from Lexi.

"Anyways. Somehow, we've got to get to my E.M.P." Tech told them while trying to ignore Spider-Man's comment.

"You don't have to spell it out I know what an emp is." Danger said, thinking that his fellow Loonatic was insulting him, but then with a little thought he added, "What's an emp?" The others stared at him, wondering of Loonatic orange or Loonatic blue was more…unique.

"The E.M.P. is an electromagnetic-pulse generator." Tech explained to the duck and then added, "And if we can get to it and activate it, it would temporarily knock out all electric current in the vicinity. Without power she's well…powerless." On that note their field leader decided a separation was in order.

"Lexi, take Slam and Rev so you can take this all the way up and activate the E.M.P. Duck, Spider you two go with Tech and me and we'll enter from the virtual trainer. She won't know what hit her." He instructed to the team first by pointing to the vent over their heads, then points to the second spot and finished with a palm to fist move.

"So, where do we find this E.M.P. and how do we activate it?" Lexi questioned since she pictured a big machine just sitting in one of their rooms, but she also had to remember that this was Tech and she wasn't sure how the super genius' mind worked.

"It's hidden in plain sight, and comes with simple instructions." He said to her casually. That said the two divided and tried to finish their missions. Ace's team was able to open the latch to the trainer, and get in, but not without being seen.

"What! I thought it was cat's that had nine lives!" The enemy shouted as she watched the four enter the room. As the three look a look around for any surprises the canine of the crew headed over to the training guns.

"She hasn't tampered with these." He said to them and then noticed the holo-location system that he made activated with a middle of Acmetropolis scene.

"Oh-no." Ace said when he saw that happening and knew none of them tripped anything, "And by 'hasn't tampered with' you mean…" He said and could not finish because of the virtual ninjas.

"Totally screwed it to her favor? Yeah, pretty much." Spider-Man said as he got ready to face them hand to hand. The virtual buddies surrounded them, but there was only one thing running through the ducks brain.

"All right time for a new high score." He said and threw eggs and nailed three of them with the last one blocking most shots. Tech was able to hit two with the training blaster. Ace hit four, but was blocked by the first. Spider-Man used his webbing and was able to goop them up with the lines still attached to his wrists.

"Time to see how strong I am." He said, and after a few heel spins he threw them into one of the buildings. Lexi's team made it to the lounge area, thinking that would be a god place to start, with getting out first.

'So, that's what it feels like for Peter whenever he crawls through the vents, feels good.' She thought before getting off the chunk of metal she landed on.

"Maybe it's the pool table." Slam suggested after getting out of the narrow passage. She heard him and looked at it.

"Chalk it up to Tech. The E.M.P. device is hidden here." She said as she walked over to it with Slam and Rev, who was last to leave the vent, followed her. The three thought it was going to be easy, but all of a sudden a small robot head appeared before them, and they saw that it was their vacuum. Said device started to attack them with its sweeper attachment, but they were able to run. Lexi soon watched as it chased after Rev not noticing the possessed pizza cutter.

"Easy. Face is a no slicing zone." She told it as she dodged the mini helicopter blades to her face for the first attempt, and then started to run. Slam who peaked from his hiding spot and saw the two of them in trouble, but just as he was about to do something about it the machine in front of him transformed.

"Stop doing that." He said to their small plant blender is it shot its small blades at the devil. The four others were still dealing with the ninja army, but they have hit a snag.

"We zap one and two more appear." Ace said after using his beams on one of the thugs, but they split into two. Duck heard their field boss, and was happy of what he heard.

"Oh, yeah, cool, isn't it. It means we're getting close to the bonus level." He informed the bunny before slamming one of them with his eggs with the same result as Ace's optic blast.

"Okay, this has gone on far enough. Time to go head to head." Tech said since he was done pussy-footing around. After blasting a few more ninjas with the training gun he leapt up the same way they came in.

"We'll cover ya." Ace said despite three of the ninjas had blasters, and they shot at the hole. Luckily there was the web-head who was now using his fists, since his shooters were running low. Mallory watched the feed until she head some familiar grunting from the vent.

"Come back Mallory." He said after kicking and leaping out of the air vent. He chased after her, but the door closed in front of him causing him to growl in anger.

"I've heard of cleaning house, but this is ridiculous." Rev said as he still tried to outrun a vacuum. Lexi, who was still dealing with their pizza cutter got an idea after remembering a common house rule.

"Rev, lead that big sucker this way." In truth she did not believe what she said herself, but she did say it because what was happening to them right now.

"Oh, if you had told me when I woke up that I was going to be bait for a runaway vacuum cleaner I would have thought that you were just plan nuts." He said after hearing her comment, but ran to her just the same. Lexi ran at him while dodging another slice, kicked it up, it bounced off the ceiling, and then she kicked it right into the hose of the vacuum. "Whoa." Rev said, narrowly dodging the pizza cutter as it clogged the vacuum.

'Take this.' Slam thought as he crushed the device that was attacking him with one arm thrust going down. He smiled at what he had done and then notice the others heading to the pool table. The female hare was able to find the instructions in one of the corner pockets.

"Aw, Tech said they'd come with simple instructions. Simple my lucky foot." She said when she saw the first set of instructions. A piece of her thought of something else after she said that.

'Or maybe you should have said: simple my lucky cottontail since he often likes to call you that as of late.' Her softer half thought to the rest of her.

'I only like Peter as a fellow Loonatic, but I wish he was here…to help me understand Tech's techno babble.' She thought to her softer side. Her thought was interrupted by the speed creature who was reading the instructions.

"I got this. Step one: arm primary ignition sequence using standard alpha numeric code calculations. Step two: Insert electron overdrive…" Rev said and continued to speak of the steps. Tech on the other hand was able to hack into the doors, and walked right on in.

"You're proving to be more Wiley then I ever expected." She said while walking out of the shadows and was grateful that she did a thorough investigation on her former teacher including family tree.

"And your still as twisted as I ever thought you were." He said back to her. He knew that she used his family's first inventor's name, but he didn't care.

"Not twisted - enlightened. But you were always jealous of my brain power." She said back to him.

"It's not your intellect I have problems with. It's your swollen head." He said back to her, still calm cool collected.

"You taught me everything I know." She said and revealed why she had her hands to her back since the beginning of their chat: she was carrying a blaster. "REMEMBER!?" She shouted at the canine, who dodged the attack, and hid behind some of his stuff, but she kept on blasting.

"But not everything I know." He said back to her after using his powers to create a beam blaster, and fired it at her. She was able to dodge, but he kept the stream coming. Ace's team were still dealing with the virtual ninjas, and Duck was still loving it.

"Yes! I vaporize seven more and I unlock the hidden level." Duck said as he shot another one down. Ace and Peter on the other hand were just doing this so they did not have to find out if the weapons the ninjas held were real. Back at Tech's lab he had Mallory on the run, or at least he thought he did.

"Bet you didn't know I was gonna do that, did ya, dog breath?" Mastermind questioned after juicing up some of his extra chunks of junk into a fully functional robot. He tried to fire it, but the robot deflected it and grabbed the genius. He may have had his eyes shut, but he had a feeling that the machine was just going to crush him. Rev and Lexi were almost done on their end, still not knowing of the fate of the others.

"Step 99: load algorithmic programming onto encryption chip via the ball rack. Step 100: PUSH THE BIG RED BUTTON!" Rev said and did ninety-nine steps, but let Lexi press the necessary button, and when she did a strange big yellow sphere with twelve purple spheres came out of center of their pool table.

"That's it. Game over." She said when she saw the spheres begin to spin around. The two decided to get to cover since this was going to be big. The first area that it hit was the virtual trainer.

"Game over." Ace said after blocking an attack from on of the trainers and the whole thing disappeared.

"But, but, but I was so close." Duck said in anger while snuffing out the egg he had in his hand.

'Not bad, but I prefer my friends that I put in this. That way I would have gotten the true Danger Room feel again.' Peter thought, and then wondered if his fellow good big brain was all right.

"Game over." Tech said after the machine that held him went all to pieces. He was glad that Lexi's team was able to do their part, but they could have done it faster.

"An electro magnetic pulse?" Mallory questioned after feeling bad that her pen creation was also affected. "But that's not fair you mangy dog." She said as she got out of her kneeling pose and pointed an accusing finger at him.

"What's not fair is you turning my own inventions, my precious babies against me. You crossed the line, fat-head." He said to her while lassoing her up with a metal coil, which was charged by his powers. The canine knew he said the last two words, but he didn't care; he has had enough of his former prodigy's mischief. "And for the last time, I am not a not - I'm a coyote." He said right to her face before walking off with prisoner.

"So sensitive." She said before being pulled with him. He stepped on the pen creature causing her to get emotional, "Pen-droid, momma will be back. Don't worry. You'll see." He heard her and decided to point out the flaw in what she said.

"Yeah, in twenty years to life depending on good behavior." When that was over they all met up in the lounge area, but one was missing. "Where's Spider-Man?" He asked as he saw the bunnies the birds, and the devil, but no arachnid.

"Right behind you, Tech. I just decided to slip into some new threads." He said as he showed to them the Scarlet Spider suit. "How about I take Miss melon head and you guess chill." He told them and took a firm hold on the metal coils. "Seriously, you guys deserve it." He added to them when he saw them giving him 'are you sure' expressions.

"All right, web-head, we'll let you handle it." Ace said and with that he walked off while dragging the female. "And I think I know just how to relax." He said to the others. Spider on the other hand used the front door by kicking it down, and then started web-swinging.

"This is insane! Your probably going to drop me." Mastermind shouted as he swung which made the civilians look up. He swung to a building roof and landed harmlessly on it.

"Put a cork in it will ya." He said and webbed her mouth shut. The web-spinner was able to make to the prison pretty quickly, but decided not to stick around, so he lied her down, and then knocked on the door. "Have fun in the snow globe." He told her before swinging back. 'Wonder what the team decided to do for fun.' He thought and came in the same way he left, but a little after coming in he saw a note which read:

'Spider-Man,

Decided to head to a new island, so pick a different suit, and follow the arrows.

Signed,

Ace Bunny'

"Arrows?" He questioned and then looked up from the note and saw what that meant. "Oh." He said simply and decided to do as the note said by first going into his costume room, and put the Scarlet Spider back. He then headed to his room and decided to wear his new blue swim trunks that he got two weeks back. The arachnid then followed the arrows, not paying attention to where he was going until he fell into water.

"Nice of you to join us, Pete." Lexi said as she laid belly down on a pool seat. The male in question looked around and saw that it was a peaceful island with a sunny sky and fresh water. "Hey, Duck, toss him the surfboard." She said and he lazily did so while laying belly up on a rubber raft.

"Thanks." Peter answered back, and got on the board. After a few minutes there was no talking just animal like heroes enjoying the sun. Parker saw something that reminded him of a show he watched once, but he couldn't quite put his finger on it.

"Oh, yeah. This is just what the doctor ordered after a tough assignment." Duck said while sporting a white muscle shirt and purple/orange shorts with blue flip flops.

"Yeah, Duck's right chilling is good." Lexi said while wearing a pink one piece and pink sandals with her eyes shut since she did not wish to see Peter's scarred, yet very good torso.

"Amazin`." Ace said after hearing what the bunny to his left said. He sported green muscle shirt with purple/green pants and brown flip flops along with blue shades.

"What? The beach? The sun?" The female questioned which he was liking more out of this.

"No, Duck being right about somethin." He answered back to her which got a chuckled out of Slam who was also sporting a darker shade of his color in the form of a muscle shirt, pants, and flippers, but the only thing not his color was the green and light green floaty around his waist as he laid on a pool chair just like three others.

"Ah, yeah. Sometimes getting sand between your toes is the best way to clear the mind." Tech said in a relaxed tone while laying on a chair with his yellow-orange shirt, green/orange shorts and orange flip flops. A little after he said that their island dissolved. Causing Duck to land on his back, but due to his reflexes Peter landed on his feet.

"Yo, Rev. What's the deal?" He asked the speed demon by looking behind his chair after seeing their island vanish.

"Just taking a little breather." He said to the field boss and then took a slight breath before adding, "Okay, done." He then began to peddle an exercise bike that had been plugged into the hologram tech.

'Looks like he got the short end of the Hockey stick.' Peter thought before finding the surfboard has materialized under his feet. He lied down and felt pretty bad since the bird was also dressed for this environment with a sleeveless one piece faded red speed suit. He felt that way until he heard him speak of his problem.

"You know, I don't mind helping with this whole vacation thing, but, okay I do sorta mind. I mean when will the power come back on Tech? You said the E.M.P. will wear off on it's own in sex to twelve hours. I think its been about eight hours, but I've lost count. I should start counting again: ok I will - 1,2,3,4..." He said while peddling so the others could relax, but the six stopped him.

"Just keep peddling." They all told him, and then relaxed. Peter was laying on his virtual board, and he was relaxing, but he felt uncomfortable of seeing Lexi in that swimsuit.

'Get your mind off it.' The logic half of his brain said to the rest and added, 'Think of how to put in a score board in here, so Duck doesn't think he's the greatest in kicking virtual tail, or when the Avengers had this same problem, but they stuck Quicksilver in a hamster ball.' No matter how hard he thought of the score board, or of how tired the speed mutant was when he got out of the ball he could not help, but stare at his female teammate.