May tapped her seat nervously as she waited. Peter spent last night at a friend's house, one she wasn't familiar with, because he was injured. And he wanted to HIDE it from her because the boy didn't think she should be worried. He was almost the spitting image of Ben in times like this, always trying to tackle all the responsibility on themselves.

There was a small comfort that was put in her when she managed to have a conversation with his friend, April. A smart sounding girl clearly able to put up with the eager but overworking stubbornness of her nephew, and able to see past the 'I'm okay' attitude he put up from time to time. The concerned parent in May was skeptical with Peter being alone at night with a girl, but she was willing to give the benefit of the doubt if only to push away any other lingering concerns in her mind.

There was finally the knock on the door she had been waiting for. May stood up and rushed over, almost ripping the wood off its hinges as she opened it up. The girl must have been April. She had tall, red hair, and looked put together. It was almost the spitting image of Mary Jane, except a bit more, as the kids put it, tomboyish in looks.

And here Peter was, draped over her and clearly trying to push away the pain. "Hey there Aunt May … sorry I didn't call earlier. I was a bit….unconscious for that."

"Peter, if you're trying to lighten the mood, don't bother, I'm going to be concerned for the rest of the month no matter what, maybe even the rest of the year." May sighed as she led them inside.

"Couldn't hurt to try." He laughed, which turned into a coughing fit.

"Okay, let's move you to the couch buddy. Before you die from your own sense of humor." Definitely tomboyish in May's opinion. "You have a lovely home, Mrs Parker."

"Oh thank you April, but it's Ms. Parker now." May brought the two into the living room, watching as April carried the boy to the couch. "Ben is…no longer with us."

"Oh, ah, sorry, sorry!" The girl almost panicked as she set Peter down. "Here I am, carrying your nephew and making sure to keep him in one piece, and I go and open my big mouth." Well that was something the girl had in common with Peter.

"Dear, you're already doing more than I can ever thank you for." May assured her. "Would you like me to fix you something to eat?"

"Oh, no thanks, I couldn't do that. I'm just here to make sure Peter doesn't do anything else to get himself hurt." The girl chuckled a little. "The guy can be a real workaholic, balancing school, tutoring, and his job. Not sure he knows the concept of a break." Finally, someone was there to speak common sense.

"Puberty is a perfect time to …" The boy trailed off, yawning. "Learn responsibility."

"Yes, the first of which is learning the responsibility of looking both ways before crossing the street." May sighed. "Getting hit by a bus, Peter? How can you expect me to not worry when something like that happens?"

"He was…ah…protecting me." April admitted sheepishly. "It was going out of control and rolling up on the sidewalk. Peter managed to get me out of the way at the last minute…I'm sorry."

May looked at the girl with observant eyes, before sighing. "Alright, I can't be mad at that … but use this time to recover Peter. Promise me that at least."

"Yeah, no more sidewalks. It's subways from here on out. I'll avoid all buses and bird men that way."

"I can't tell if the bruises are making him more or less snarky." April muttered.

"Parker boys often try to act tougher than they are in a time of crisis." May recalled foundly. "Once when the boy's father was cut up to pieces from a cat in a tree, the only response he gave was 'on the off chance I get rabies, the squirrels will finally leave the yard alone'."

That got a light chuckle from the girl. "I see, the corny jokes are a genetic trait. Guess there was no fixing it no matter what."

"I resent corny. I'm a lot higher class than that." Peter chuckled, before getting into another coughing fit.

"At least let me make you some tea. I'm going to be making a pot for Peter's throat anyway." May insisted.

"Of course, thank you, Ms. Parker." April nodded.

"Please, no need to be so formal. Call me May." She told the girl before heading into the kitchen. April seemed like a good friend to Peter, and she had a wonderful personality as well…not to mention she was cute. She hoped Peter's stubbornness didn't make him blind to the opportunity in front of him.


Norman watched as Octavious fiddled with the controls. "Make sure the output is right … tanks are full …" The man muttered, his arms working on multiple levers simultaneously. After weeks of gathering the funds and resources, it was finally time to begin the 'inhumane' experiments that Osborn, on the public record, were never associated with.

"Yo Doc, how long am I gonna be standing here?" The thug behind the glass, Flint Marko as Hammerhead told them, complained. "The stuff you stuck on me is starting to itch."

"Another minute, I need to make sure that the machine doesn't malfunction and the process stabilizes." The man explained. "If this is successful, your skin will have armor compact enough to move around freely, but remain strong enough to take hits from anything."

"Including Spider-Man." Hammerhead spoke over the coms.

"Right…this is all to hit back at the bug." Marko nodded to himself, sweating as the arms of Octavious continued to adjust the equipment. "So, what's with the arms?"

"Oh, these are just a little tool of my own design. They help me multitask, work more precisely with difficult items…also work from a safe distance.." Norman just assumed that last part went unsaid with the glass walls separating them.

"I think your mic's bugging out Doc." The idiot stated. Well they weren't going for brains when picking out test subjects.

He needed a new conversation to ignore the chatter, something productive. "I'm surprised Bradford isn't showing up." Norman spoke offhandedly. "The Foot was almost as impatient as you were for this process."

"Heard they're recovering from a big fight against the vigilante issue plaguing this city." Hammerhead shrugged a bit indifferently. "No matter how high on the chain someone is, a mook is a mook, and you can't trust a mook to do a man's job." He never thought he could agree with the gangster.

Give a neanderthal a gun and they'd use it like a club. It was simply a matter of being intelligent enough to use the tools around you. "Alright, everything is good to go …" Octavius turned the mic back on. "Once I start the procedure I can't stop it. I need your confirmation before we begin."

"Is your boy trying to talk mine out of this?" Hammerhead asked. Otto's attitude was far too fragile for the business world. If Norman didn't value his intellect, he would've disposed of the doctor long ago."

"No, he knows what happens when one becomes irrelevant to the equation, don't you Otto?" He threatened with an even tone.

"Y..yes Mr. Osborn." The doctor sighed. "But this lab…it's substandard at best with its quick assembly. I need more time to test the experiment…"

"This IS the test." Norman stated flatly. Half of the reason he was willing to do these experiments was out of genuine curiosity, cellular change to the human body that wasn't too dissimilar to the effects of Globulin Green. "Now push the button." There was only a second of hesitation, before Octavious flipped the lever.

The machines began to glow, a soft hum resonating around the room. For a few seconds that was all, then particles of silicone began flying straight at Marco, sparks radiating from the machine. "Gah, ugh, it feels like thousands of needles!" The man screamed.

"That would just be the particles bonding to your skin, everything is fine so far." Otto explained, looking over the machine. "The magnetic fields are starting to rise too high, I need to balance it out."

Marko continued to scream over the rising sound of the machine. "HOLES! MY BODY HAS A BUNCH OF HOLES IN IT!" He was right, small at first, but slowly widening, the man's body was becoming torn apart.

"We need to stop this now, it's too dangerous!" Octavious pleaded. "The silicone mass is becoming too great, we need to abort-!"

"Not yet." Osborn just kept watching the show with mild interest as Mr. Marko's body was beginning to misshapen and deform. The right side of his face inflating into a hideous bulge until it bursted like a balloon, but instead of blood, there was just sand. "Interesting." Sand, sand, sand. It wasn't just bonding the man's cells with the silicates, they were merging together, they were becoming one form.

With a final scream, Flint Marko exploded, scattering across the lab as the machines died down. Nothing but sand remained of the, in all honesty, corpse. "My god … we killed a man." Octavious looked on in horror.

"Yes, yes we did." Norman nodded. "Now we sweep up and try again." Did that count as a pun? Maybe he should double check to see if the Globulin Green gave him the need to quip.

"Hey Doc, the test is over, turn off the machines." Hammerhead spoke up.

"They're all turned off..in fact, the lab has become completely inert of activity." Well like Otto said before, this was a rather shabby lab.

The gangster raised an eyebrow. "Then why is there still movement?"

"Hm?" Norman raised an eyebrow as the mass of sand began to move around. The silicates start to move inwardly and climb on top of one another.

"He's … bonded." Otto put it into words. "Not just on a cellular level, he's bonded on an atomic level … he's become a sentient mass of particles."

"A living, breathing Sandman." Norman concluded. Turning living organic cells into living non-organic cells. This was a breakthrough on a multitude of levels. With that level of cellular control, one was practically able to create…anything they wanted. Imagine if they could do the opposite. A few more tweaks and one would almost be indistinguishable to god…he'd definitely save this for a rainy day when the time called for it.

"What … did you …" The man looked at his hands, constantly dripping with sand, before screaming. "WHAT DID YOU DO!" The sand quickly shifted, increasing the mass of his limbs as he began pounding at the glass. "WHAT DID YOU DO TO ME!?"

Norman watched the newfound super continue pounding on the glass, idly turning to the mobster. "I gave him powers, your turn."

"Yo, Mr. Sandman." Hammerhead grunted. "Chill." Flink Marko panted, but anger was still in their eyes. "Let's go for a drive, we can work out what to do then." What better way to test out the potential of this device than a field test of the world's first elemental?


"Stand up, again!" Splinter shouted at the four of them. "The Shredder will not rest, so neither will you!" For the past few nights, sleep evaded him greatly. He could hardly close his eyes without the silhouette of his long hated rival showing up in his visions, completely destroying his family as he did long ago.

The conclusion was one simple fact. His sons were not ready to fight the Shredder, or the Foot Clan in general. Had they never come to the surface, maybe they would've had the chance to evade the blade of Oroku Saki till the end of days. So the only solution was to train them until they were ready to come out alive in confrontations.

"Hai Sensei." His sons groaned. It was tedious, and hard, but they would be safe as long as they reached the necessary level. The Shredder was relentless, and Peter was barely able to protect his sons, and only survived with luck. The rest was on him, to make them worthy of true ninja, and to become powerful and skilled enough to live.

Every hour, every second, every minute was dedicated to honing their skills to the max, without any breaks. Which meant no tv, no video games, no Pizza, and most certainly of all, no going to the surface.

"Too weak!" He blocked an attack from Raphael, pushing back with more force. "Too slow!" He dodged an attack from Michelangelo, delivering a faster kick. "Too simple!" He grabbed onto Donatello's staff, yanking it back as he delivered a blow to the cranial area. "Too hesitant!" He ran forward, going blow for blow against Leonardo and pushing him back. "Where is the power in your strike, Leonardo?! If you were facing the Shredder, those would barely register as light taps on the back!"

"Sensei….we've been training for over thirty hours…" Donnetello spoke with a gasp in his tone, using his staff to keep himself stable on the ground.

"When I first started my training, I wasn't allowed a single break for a full sixty hour period." With a sweep of the tail, he knocked his scientifically minded son on the ground. "Do you know who else did so? The Shredder!"

"Did the Shredder also train with multiple concussions?" Raphael spoke to the mural on the wall.

"He did!" He answered, sending his temperamental son into the ground. "Broken bones are essential light scratches. If he can so as much move his pink toe, none of you stand a chance with how you are now."

"Then we just need … to get there … overtime-" He hit Leonardo into the ground.

"You do not HAVE time! He is hunting without stop, we will not stop training until you are ready!" Splinter punctuated with a stomp.

"Sensei…I'm…happy…that you want us to be ready…" Michealangelo yawned, looking like he was barely capable of keeping his eyes open. "But at the rate we're going…the training is going to kill us before the Shredder does…."

"The training will keep you alive!" He kicked his son, sending him across the room. "If you can not land a single blow on me, how do you plan to do so onto the Shredder!?"

"Come on guys, there's no use complaining any more." Leonardo prepared his stance with a yawn. "We can't give up no-" His eldest son fell to the ground on his face, with his knees buckling under themselves.

"…" He sighed. "A brief rest, then we will try again." He glared at them all. "Be prepared." Before leaving them to the confines of his own room.

It hurt to see them in pain, but it was for their own good. Oraku Saki would stop at nothing to destroy him, no matter how many it took. His sons were his main target, and Spider-Man was unable to do anything either, the young boy sadly becoming a casualty in their war against the Foot.

The Shredder would not be satisfied with merely taking his sons away, he'd take apart everything Hamato Yoshi had gained in this new life. How long would it be until April, a girl that would've been the same age as Miwai had she survived, became stuck in the crosshairs of this feud? How long would it be until Shredder extended his wrath to those familiar to Spider-man alone? More than his family was in danger, countless innocents across the city were at the mercy of that monster.

He would not take the risk, they would be ready next time. They would train and grow stronger, in the brief time they had left.

As for the two children his sons had grown so attached to, two allies that helped them tremendously…Splinter was grateful for all of their help…but after the situation with the Kraang resolved itself…perhaps it was best for them to part ways.


"Go Harry!" Gwen shouted out. "You can do it!" Words that she never hesitated to say, but always assumed she wouldn't necessarily use when applied to Harry and sports. The group was known as the nerd squad for a reason.

"He's got some game." Irma noted. "I guess self defense classes do more than just teach you to kick the ass of giant birds." It was true, he was running plays around the field, dodging everything and keeping pace.

"Even if my spine broke, I'd crawl to watch Harry make Flash eat dirt." Peter snorted at the exact image he just described, giving a grunt as he rubbed his bandaged coveredside. "Best football game i've ever been to … also the first."

"I thought we agreed you needed to cut down on the snark, you'll keel over at this rate from laughing at your own jokes." April rolled her eyes with a light smile, something that made Gwen feel weird, but chose to shove it down.

"I still can't believe you got hit by a bus and didn't tell us. Seriously, were you wanting to give me a heart attack?" Gwen gave him half the look.

"Full disclosure, I was still trying to figure out how to word it to Aunt May without giving her a heart attack … Please don't give me the look, I can't run with these on."

"The look?" April asked.

"It's her secret weapon she's developed for the past ten years." Peter explained dramatically. "There isn't a mortal alive on this planet who's will can stay fully intact after they're hit with it at full force."

"Where was that energy when we were running for our lives?" Irma asked with a smirk of her own.

"Busy thinking about other things …" She looked back at the field. "Did anyone else notice when Harry got this good? I mean, it's a bit sudden … right?" Gwen didn't mean to be insulting, but she didn't even think Harry even knew the rules to play football, or even watch a game.

"Haven't known him as long as the two of you have, so I can't really say." April honestly admitted. "But he is a bit on the scrawny side, no offense."

"It is a little strange I admit. In fact, him getting into football at all is a bit weird." Peter noted. "He was never one to try and go for popularity, mostly because people always went for his money rather than just be his friend. Best guess, this is his way of getting old Stormin Norman's attention."

"I'm sorry, I think the injury is messing with your thought process, because I heard you say someone wants to be noticed by the sociopathic man." Irma deadpanned.

"Have you ever learned the definition of tact?" Gwen glared at the purple haired girl. "Because you are the antithesis of it."

"Thank you, I do my best." Irma smirked.

"The point I was making was that all of this…it's just out of nowhere." Gwen narrowed her eyes out on the field, where Harry jumped over Kenny Kong's attempt to tackle him, displaying agility she KNEW he never had before.

"Maybe someone has a crush on the cheerleaders." Peter offered. "Love is an incredible motivator." Accurate in most cases, improving for others.

"You'd better hope it's not Liz." April said.

"Why's that?" Yeah, why WAS that?!

"Cause she's coming this way, right now." She was what now?

"Petey!" The latino girl ran up to her friend and hugged from the side.

"Petey?" Everyone watching titled their heads at the cutesy nickname the cheerleader had for Peter….a nickname that displayed a certain amount of affection one gave to another.

"I heard about the accident you were in and I got so worried! I'm just glad you're still here in one piece!" Something that wasn't going to last long if Liz's affection tackle went on.

"I'm fine … you know, other than the hug on my ribs." The boy hunched over, as Gwen offered a gentle pat.

"Oh, sorry, sorry, I almost forgot just how fragile brainy types can be." Liz chuckled as she let go.

"And here I'm reminded how forgetful cheerful types can be." Irma retorted, and for once Gwen agreed with the scathing remark.

"Hey, I'm not completely made out of glass. If I was out there, I would at least last the first fifteen minutes before collapsing." Peter laughed. "Would've done it just for moral support on Harry's part, but still."

"Too bad." Liz smiled. "It would've been nice to cheer you on Petey."

"Yeah, guess it wasn't meant to be." Peter laughed. "Me and Football though? Doesn't that just seem ridiculous-"

Snatch

Peter's arm held out as he caught one of the balls coming towards the bleachers near his face. Everyone stared at the sweating boy. "Man, adrenaline, lets guys do the craziest things." April commented.

"Yeah, it does." Gwen muttered, still staring at the ball. It was almost like he saw it coming a mile away.

"Fluke or not, it's still a nice catch." Liz smiled. "Guess you're pretty good with your hands…" Aaaah, flirt alert! Someone divert the attention away!

"Yo Parker, are you going to give us the ball any time!?" Flash yelled from the field. It was one of the few times she was grateful for the bully's rudeness.

"Right, sorry about that." Peter apologized and threw the ball…which soared…and soared…and soared until it hit the field post…BENDING it a little as it hit the corner.

Everyone, both on the bleachers and on the field, stared gawkingly at the sight. "Rusty old school equipment, am I right?" April laughed a bit brokenly.

"I keep telling them to up the budget, but no, the sports teams already have enough equipment!" The coach shouted. "Well maybe not everything needs to be placed into field trips to other countries, Darla!"

"But aren't those made of met-"

"Whoa, what do you know?!" April interrupted Irma's observation by taking out her phone. "There's a sandstorm in the middle of the city! Sounds like something newsworthy certain photographers should get a picture of right away."

"Ah, right." Peter got up, wincing.

"Peter, stop." Gwen chided. "You're still recovering." She told him firmly. "And besides, Spider-Man may not even show up. If it's a storm then the authorities have it covered."

Wooh Wooh Wooh

They all looked at the multitude of fire trucks and police cruisers rushing down the street at the end of the field. "...You know that should really persuade you to NOT go right?" Gwen switched tactics.

"I-ah.." Peter looked like he was struggling to find a counter. Good. He would plant his butt down and sit with them where it was…

"KENNY! THAT IS THE LAST STRAW!" Everyone's attention was turned to the field as the not unfamiliar sight of Glory Grant yelling at Kenny was being displayed for all to witness.

"Jesus, how close was she to snapping this morning?" April turned to Liz.

"It's been a bottled up emotion thing … it was a big bottle though …Then again, this would be the fifth time they've broken up.." Liz noted.

"YOU WANT TO RUIN THIS GUY'S LIFE SO MUCH, MAYBE HE'S A BETTER MAN THAN YOU!?" She shouted, stomping straight over to Harry.

"Did Harry just go from football prodigy to cheerleader rebound?" Irma asked.

"Again, none of this makes any sense. Right Peter?" She turned to ask..only to see nothing "... Oh he is so getting the Look." After she figured out how he managed to silently sneak away while injured.


Flint Marko never had that many lucky streaks in his life. Never the brightest kid in the sandbox at school, every relationship he's ever had failed when they found out he was a petty crook, and most of all, he was just a general nobody everyone overlooked and stepped on. It's probably why the Big Man put him through that insane science experiment where it felt like every inch of his insides were being shredded apart. But now that was over, now everything was going to change.

Sure, he may have not taken the transformation well at first, but he doubted anyone would when they learned they became a sandy freak. But Hammerhead was right, he had powers now that nobody else did. He was bullet proof, could punch through steel, and could fit any hole.

He could be respected, he could make all the scum of the earth fear him, maybe even take on the Big Man himself and take his place, and stomp any Spiders that came his way….but that wasn't what Flint was about. Revenge was for chumps, for thugs like his pal O'Hern, not to mention pretty underwhelming in the long run.

He was in it for the cash, the big score, the prize that no one else could get. And nothing was able to stand in his way this time around.

"Yo, Flinty." The criminal looked up at a familiar bug. "I hear a sandstorm's on its way. How about I just walk you over to the police for your own safety, okay?"

"Right idea, wrong epicenter." He grinned, gently placing down the bag. "Tell you what, you manage to knock me out in one blow, I'll give up crime for good and go straight."

"Wow, Marko, I never thought you'd actually grow a brain cell in between jail time. That or O'Hern was slowing you down. Which was probably for the best, people were beginning to talk." Flint may have been faking sincerity, but the web-headed jerk was still rude as hell. "Mainly about what doofus you two ar-" Spider came in with a standard punch to the chest, a punch that just sank and sank right in. A horrified voice came out of the quip filled mouth. "Oh my god, I knew my restraint was off today, but I thought I had enough to …" The spandex hero paused. "To make someone bleed sand?"

"Yeah, I got myself a treatment." He formed his hand into a hammer, as Spider-Man tried to futilely pull his now trapped arm out. "I think all things considered … Sandman is an accurate name." Before he swung right into the web head, sending them flying.

"Sandman? Boy, Mikey was right, these names are getting lazier." The pest swung himself a line that had him fling himself right back into him. Flint just allowed it to happen as the vigilante passed right on through, instantly able to reform himself as fast as his dissipated.

"Man, the big man was right, best decision I ever made." He laughed, expanding his hand and grabbing the web slinger.

"Big man, who's he, a family friend?" They quipped as they tried to escape. Probably should've kept that on the down low. He didn't work for Lincoln anymore, but he still owed the guy a lot.

"Need to know basis only I'm afraid…" Flint thought about something as he slammed the vigilante onto the ground, noticing the entire time the spandex guy was a lot less jumpy. "You're usually a lot faster, did someone not get enough coffee this morning?"

"Sorry, I usually guarantee to whoop bad guy butt at one hundred and ten percent effort, guess that's what happens when I skip out on my daily vitamins." Spider-Man attempted to jump back in with a kick, only for Marko to form himself into a giant fist that slammed the wallcrawler into the wall.

"Well I guess you won't mind if I take the money and go." He grinned, already walking back to the bags.

"Afraid not, people don't insure giant sandy weapons." Spider-Man webbed the money into his hands and ran up the wall. "All that power and you're still thinking exactly like the old Flint Marko I kick into a jail cell."

"So what you're saying is that to make sure everyone knows not to mess with Sandman is by getting rid of you for good?" He smirked, running himself up the wass and throwing the bug across the street into a car. "I consider myself a reasonable guy, and it's pretty clear by now you can't hurt me, but I can CLEARLY hurt you."

"At this point I can't tell if I like my villains smart or dumb, so far both just have very negative points to them."

"Quippy to the end. That'll be a nice line to add at the end of your tombstone." Sandman smirked as he formed a hammer, and shot the web head across the roof. "Look out, New York, for the Sandman cometh!"

"You really need to copyright, otherwise they'll think you'll sing a gentle lullaby." The man groaned. "I did not need sand in my bandages today."

"A bit of salt in the wound hurts, doesn't it Web Head?" Sandman laughed. "I see why you joke so much. When you're the guy with all the power, everyone trying to knock you down just seems so small and laughable!"


Mikey rubbed his arms, making sure they were still working. "Can anyone feel pain at this point? Or are we all too tired to feel anything?"

"I stopped feeling the desire to hit you an hour ago, so I'd say I'm tapped out." Raph groaned as he hit the floor. "Can't even block three attacks."

"Brains…numb…can't….even…form….senti-jerb…" Donnie slurred in his tone as he attempted to crawl across the room

"Guys, I know this is … intense." Leo said. "Especially from out normal routine … but we need this."

"What we need….is sleep." Raph countered. "Rest."

"And what if in that time the Shredder comes back during a Kraang mission, what then?" Leo argued. "We saw what happened last time … what he did to Peter." How could Mikey forget? It was his fault it happened in the first place.

"I agree we need to be prepared, but Sensei is running us into the ground." Donnie argued. "I'm still seeing double of everything from how many hits in the head I've been given, a piece of the edge of your shell has chipped off, Mikey's thrown up five times…"

"Six …" He answered. "The last time I didn't have anything in my stomach to throw up."

"..And I'm half certain Raph's been bleeding internally for the last hour."

"You take that back Donnie." Raph pointed at Mikey for some reason.

"I'm Mikey." He answered. "Donnie's the purple one."

"Really? Then who's the green one?" Raph pointed to a nearby pillow. "And why are we standing on clouds? And how have we been able to breathe sewage filtered air without suffering from pink eye or polio?" Or maybe this was Donnie and they mixed up their masks at some point.

Splinter walked into the room. "Your rest is over, we begin training again." Great, these ten minute breaks were really helping.

"Hai Sensei." They groaned, trying to stand up, feebly shaking as they all struggled to keep themselves balanced.

"Hajamei!" Splinter prepared to strike them across the room…for the hundredth time. To be honest, Mikey was probably more scared of Splinter right now than the Shredder. He knew that there were times to be serious, but what did that matter if Splinter worked them to near death?

"GUYS!" Mikey was starting to see why Donnie liked April so much, because only an angel was capable of stopping Splinter's wrath from being unleashed on their backsides.

"April, I thought I instructed that my sons were to have no guests for the next week." Splinter sternly informed with a narrow glare.

"It's an emergency, Peter needs your guy's help!" April continued to shout, ignoring the stares their master was giving them.

"Don't tell me he's alone fighting against the Foot." Leo asked what they were all fearing.

"No, he's fighting some kind of man made entirely out of sand." There was a small pause.

"Are we sure it was Peter that got the injury that may or may not be messing with his mind?" Raph asked.

"Oh like it's the weirdest thing you've all fought!" She shouted back.

"Right right." Leo nodded. "Lets go-"

"No!" Splinter shouted. "You are not to leave the lair until you are strong enough to survive the Shredder."

"But Peter needs help now!" The girl shouted. "He's being beat up because he's still recovering! He can't move around fast like he usually does!" Because Peter was injured fighting the Shredder, because Peter protected him from being turned into a giant green pancake….all because of Mikey.

"If the boy is smart, he'll know when he's fighting a losing battle and retreat." Splinter spoke coldly.

"Sensei, we've fought with Peter before." Leo spoke up. "He'd take on the Shredder again if he had the chance, he won't back off here." That's what made Peter a hero, he just kept on going no matter how hard the odds got.

"Then he is a fool." Splinter pressed his staff down. "And I won't have any of you partake in it."

This … this wasn't right. "I'm going." Mikey stood up and ran out the door, but Master Splinter got there before he could.

"Michelangelo, this is no time for your foolishness!"

"What's so foolish about wanting to help a friend!?" Mikey for the first time in his life, found himself yelling at his dad. "For wanting to help someone that never hesitated to help us back dozens of times before!?"

"If he's moronic enough to endanger his life while still recovering, then that choice is on him!" Splinter yelled. "And I will not allow your IDIOCY to endanger this family!"

"So I'd be an idiot if I ran in to help Miwa!?" The entire room became deadly quiet in an instant, the tense fire giving way to an icy silence. Mikey didn't wait for the silence to break, running past the stunned Splinter and into the tunnels.

So what if he was an idiot, so what if he died trying? At least he'd still have a heart.


Today was not a good day for Peter. First everyone was super worried, then he wasn't able to help Harry out (although it looked like he was frankly doing quite fine without it), then his injuries made his normal levels of restraint all off, almost giving away his identity. And the coupe de ta for today?

Flint Marko of all people was managing to make Spidey look bad. Even the sand inside of his wounds felt less painful. "How about I hammer in how fun this is." The puns were a close second to. Also seriously, he got his powers intentionally!? Who the heck was the Big Man?

"While I'd normally love to help you put the nail in my coffin, I'm afraid that really puts a damper in my schedule, and it's already such a hassle to move everything around!" Spider wrapped the man around his webs. "Please tell me that'll hold you."

"On Flint Marko maybe, but Sandman's another story!" And the guy easily slipped out of the binds like it was nothing.

"Great, now I need webs that are sand proof." Just when he was still working on taser webs, the universe gave him something else to be concerned about.

"So spider tricks don't work on the Sandman, so let's see if Sand tricks work on the Spider-Man!" Marko shot out his right arm and formed multiple tendrils out of it, a few of them looking like they were barbred at the end.

"Great, it's Electro all over again." He grumbled as he tried his best to maneuver through the scaffolding. "Come on Spidey, you beat him with natural weakness. So what beats Sand?" He could try heating the guy up into glass, but that seemed like overkill, and he didn't have a large enough heat source.

The only thing Spider could figure was that he didn't have to worry about lethal blows with Sandy here constantly shifting, and he was in a construction sight right now, full of heavy and durable dangerous material. "Okay Sandy, you showed me your tricks, now I'll show you!" Grabbing on of the metal beams, he lifted it over his head and slammed it down on him like one of those carnival games.

"Boy, you sure showed me." And he was resembling easily. Damn it, he couldn't do this alone, he was out of his depth here. He really missed fighting with a team.

"How's this for a show!" Shouted a familiar voice. "Booyakasha!" Mikey rushed in, hitting the Sandman in the face. "How's that you sandy creep?" Heck yeah, just what he needed.

"Haha! In your Marko, now you have to deal with the butt whooping power of four ninja turtles and a Spider!"

"Actually, it's just me!" Mikey shouted.

"... Well Mikey, It's been a pleasure knowing you. But we might die to the Sandman of all people." Peter had a good run.

"What, oh come on! We've at last reached rock bottom! We officially have a name worse than Spider-Man!" Mikey groaned. "No creativity at all! What's next? Squid Man? Elf-Man? Hydro-Man?!"

"Well you could be called the Turtle Titans." Marko swung at Mikey, sending him into the air. "But that's just me and my 'bad naming sense'."

Spidey swung over. "Talk to me buddy, what's going on?"

"Super exhausted from too much training, Splinter's paranoid about everything." The turtle breathed heavily. "I'm starting to see what it's like to have an overprotective family."

"Welcome to the club." He grabbed onto the turtle's shell, pulling them both out of the way of some sand tendrils and into a patch of dried cement.

"Hey Spidey, how do you punch sand?" Mikey asked as the man followed.

"I've been asking myself that question all day." The hero coughed, rubbing the dry cement on his fingers. "I think I got something, but you've gotta keep him busy."

"So be my fun and awesome self? That I can do." Mikey swung over with his chain and began repeatedly back and forth through Flint. "Seriously man, can we workshop your name, like, the Sandinator? Sand Demon? Mister Irritation?"

"You know, I really am not the revenge type, but your constant blabbing just reminded me that I'm supposed to squash the Spider AND bring in a turtle."

"Wait, so this Big man you're working for IS working with the Foot?" Spidey noted as he avoided a sandy fist coming his way. "Keep talking Flinty, you're a much better conversationalist now with your new makeover."

"The Foot? What are you, some kind of fetish freak on top of the mutant animal kind?" Well that instantly disproved he knew anything important. Guess he was nothing more than the clueless grunt. Once again, amazing power, but still the same old dofus Marko.

"At least we don't get everywhere in the hard to reach places." Mikey snarked as he used his weapon to pull down as many steel beams on top of Flinty as possible. "Seriously, is it just all sand everywhere all the time? How do you sleep? Do you just lay down in an empty sandbox?

"I …" The man paused. "Actually I only got my new stuff last night, I haven't slept a wink in over twelve hours… do I even NEED sleep?" Flinty asked seriously. "Meh, thoughts for later." They grabbed Mikey, beginning to squeeze.

Now or never, he had to trust Mikey could hold his own. Peter went over to the concrete mixer, looking it over. "Alright, starting her up, keep it ready to slam into dust … all we need is to get him into position."

Mikey slammed into the ground next to him. "Do I still have to keep him busy?" He pleaded.

"Nope, now you get to operate a cement mixer." Spidey picked him up. "Get on top, and wait for my signal. I'll lure him in."

"Awesome!" For the turtle maybe, but for Peter, it would probably be a painful ten seconds, something he was proven right on with Marko slamming him into the ground.

"It's over, Spider-Man. When you were the only one with powers, people like me never stood a chance." Flint reformed, pressing his giant foot on his re-broken ribs. "But now Sandman reigns King of the concrete jungle!"

"Your majesty, let us make a statue in your honor." With a weak breath, he mocked Sandman. "Now Mikey!"

"Eat concrete!" The turtle broke the lid, letting the gray substance leak onto Flint. They struggled, but that was it, for in seconds they were nothing but a statue. "Heck yeah!" Mikey shot up. "High three!"

They both hit each other's hands … then wince as their bodies screamed in agony. "Ah, ah, I think Sandy broke something." He grabbed his arm and tried to calm the flaring up. "Still, not a bad work of art. I say you do the original Michelangelo proud, Mikey."

"Yeah…not bad at all." Mikey proudly stood, before his smile turned to a frown. "So…I may have gotten into a fight with Splinter by choosing to come here and I'm deathly afraid of going back to the lair."

"Ah, yeah, I've been afraid to head back to my Aunt May's on multiple occasions." He agreed. "We can look for abandoned apartment complexes if you want."

"Sounds like a plan…and you wouldn't happen to have money for.."

"I put aside five percent of my check for Pizza, I'll be covered for a while." Peter nodded. "Thank you Mikey, for coming."

"No prob, Spidey. That's what friends are for." Peter used to think he wasn't good with having a social circle. Now if only he could apply it to outside the mask a little better.