Along Came Some Turtles

by The Legendary Dragon Reaper

Post Spectacular Spider Man season 2. Peter's life is more or less falling apart at the seems, but meeting some new friends, who just so happen to be mutant turtles armed with ninja weapons, might just be what he needs to turn things around. And a good thing too, given the new threats that are lurking in the shadows. Crossover/ continuation of Spectacular Spider man with TMNT 2012.

26. An Unhappy Mutation Day

(An Unhappy Mutation Day)

Gamelover41592: Thanks, I'm glad to see you liked it. I figured if there was a way to bring one of the Turtles into the superhero game, it would be through Mikey, and War Machine seemed like the ideal candidate for introducing an Avenger for the first time.

Spectacular Webhead 11: Thanks, I'm glad to see you liked it. The Turtle Titan stuff was my favorite part of the 2003 series too, and including War Machine was just the icing on the cake for me. Also yeah, the Connors know.

Vfc15650: Thanks, I'm glad to see you liked it. Aside from giving Spider-Man a partner, I wanted to take the chance to show that Mikey has a lot more depth to him than people give him credit for. Also yeah, War Machine means I'm bringing in more heroes throughout the story, but they're not all going to be Avengers. You'll see in due time.

Colacheunion: At least one of the Turtles will, I haven't decided on the other two yet. But yeah, the New Avengers thing is going to be pretty exciting. But no, War Machine isn't going to be a recurring character like Daredevil was. I'm going to be giving that role to another character that I haven't introduced yet.

Moheart7: Thanks, I'm glad to see you liked it. The debut of Mr Negative is going to be a good ways away from where we are now, and I'm sure it's hard to imagine how awkward things will be with Felicia at the lab.

Guest: Thanks, I'm glad to see you liked it. Nice job catching on with David Merryweather, and I figured introducing the Avengers would have to start small, so I brought in War Machine as the first one.

Superjoeyf721: They always get darker later on, but that's when you know it's getting good. I figured if I was going to bring in a tribute to the 2003 show, this was how to do it.

CS Allen (all in one): I didn't know any of that, but it does apply a fair bit of backstory to the character. You're not wrong, Professor X and Splinter would be good friends, though I doubt they would need the phone given that Xavier is a telepath. Also yeah, April being mentored by Professor X (the Martin Luther King Jr of the X-Men) would be amazing. Liz having powers will be addressed in the coming chapters. The additional powers of Firestar you mentioned are impressive, but I don't know if I'm going to bring in all of them. Dr Conrad Marcus, I'll have to remember that. I never heard of Tomoe the Technogolem, so I can't promise anything, but it does sound fairly interesting at least. Raph founding the Foot Clan is definitely a plot twist, but one I can also see happening.

TheIrishman1999 (all in one): That would be pretty wholesome, and I wouldn't rule that out just yet. As a matter of fact, I do plan to bring in certain members of the X-Men in the very near future of my story, and you'll see who before very long. Xavier and Splinter being friends would be amazing too, though honestly I think Shredder being able to block telepathy with his helmet may be a bit much. Believe me I know, Shredder is a great villain, and you've got some pretty good comparisons between him and other villains. The Spot is a great villain, but I think that comparing him to Bill Cipher is either a bit much or too soon. Let's wait until Beyond the Spider Verse to see how that pans out. I haven't seen Watchmen, so I'll take your word for it, the same for the God of War games.

5FingerDeathFist (all in one): I looked up what the Controller looks like in the comics, and now I can't unsee it. Now that you mention it, having Deadpool in there with both Spider-Man and Mikey/Turtle Titan would be incredible. We'll see how that pans out. I have seen the trailer for the new Spider-Man game, and yes I can hear the noise. I love the Marvel's Spider-Man games too, though I personally don't mind Peter's new look. I did see the TMNT Last Ronin trailer, and it looks amazing.

Frosty Wolf (ch 10): I think it says a lot when even Jameson hates something like that. Okay I get it, having MJ put the video online might have been a bit much, but it was just a joke. Also yeah, both Spider-Man and Black Cat are way too emotionally invested in their whole mess to be rational about it, and Hobie knowing Spider-Man's identity will make things interesting when it comes to school.

Guest: Thanks, I'm glad to see you liked it. I figured if I was going to introduce the Avengers, I would have to start small, hence why I brought in War Machine. And yeah, expect a bit of drama in the life of Peter Parker going forward. I thought about having Mikey prank Raph, but he had a lot going on as it is.

EDsonic: I thought about that, but I didn't want to wait that long. Plus the Halloween episode in Spectacular aired in May. I thought a bit of love for the 2003 series was overdue. I get what you mean about Peter and Liz, but this is a Peter and Gwen story, end of discussion. Also the design for April in the next movie wasn't horrible if you ask me.

Pikachu345: Now that you mention it, having Spider-Man 2099 and Turtle Titan II would be really cool to include at some point. I never actually heard of the Spider Society before, unless you count the one that appeared in Across the Spider-Verse, but it does sound interesting. I can't promise anything, but I might be able to include at least a mention.

Frosty Wolf (ch 13): That quote pretty much defines Spider-Man. I figured Peter would try to impart some of his experience to his new allies in any way he could. Tombstone having history with Shredder and the Foot also gives him and Spider-Man a common enemy, so he won't really be an antagonist for the time being. Randy could do better, no argument there.

Althea Sirius: Thanks, I'm glad to see you liked it. After everything that's happened, a bit of light relief was very much needed. Trust me, the Avengers aren't going to be the only team that has members introduced in the coming chapters. Some I haven't decided on yet, but you'll see what I mean in due time.

Guest: I don't know about those specifics, but the idea of them meeting the X-Men is something that you'll want to keep in mind.

Godzillaboy2021: You'll receive the answer to that soon enough.

Frosty Wolf (ch 14): What can I say, Mikey likes a certain sense of originality. Also keep in mind that when Gwen overheard Peter talking in the cemetery, he said that April and MJ know, so she knew it's safe with them. You summed up the whole secret identity thung pretty well, and it only makes sense Peter has a circle of people he can trust. May will be brought in, but not for a really long time in this case.

Frosty Wolf (ch 15): That about sums up the Heroes for Hire in a nutshell. Truth be told I found it funny too, but given how desperate Peter was in the whole situation, it makes sense. Also yeah, I do plan to bring in more elements of the game here, but pretty gradually.

Guest: That will be explained when the time comes, the same for Peter and Eddie's parents.

Frosty Wolf (ch 18): The chapter with the Hobgoblin was actually heavily inspired by the two parter from the 90s series, but yeah, Emily is a lot more gracious. Hobgoblin does have his own ambitions here and there, but they won't pan out too much, unsurprisingly.

Frosty Wolf (ch 19): Gwen and Harry breaking up was inevitable, and it was about to be fairly painful for all parties involved. Harry may have felt betrayed sure, but what he did pretty much negates any sympathy for him. Also yeah, trying to take out Shredder made sense, but it was the wrong move to stab Karai in the back.

Shakespeare RZA: I won't rule it out, but I'm not going to promise anything either. That said, I can totally understand why you'd want to include that villain. The third Guardians of the Galaxy movie was phenomenal, no doubt about it, and the High Evolutionary is a great villain that we love to hate.

Frosty Wolf (ch 20): That's the equivalent of 20 episodes in this story, plus the 26 from the main Spectacular series. Don't worry, I have no plans to get rid of Gwen, and you're right about Peter deserving a win. Also I have seen the new game trailer, and it's awesome.

Frosty Wolf (ch 21): No one has ever accused Timothy of being smart, but I tried to do him some justice here. The fact that he was left on ice after the second season is mainly why I chose to adapt him out of this story. I haven't ruled out him appearing again, so we'll have to wait and see.

Frosty Wolf (ch 22): I wanted to include another one of Spider-Man's villains, and since all the pieces were there, I decided to give it a shot and introduce Swarm. And cause or not, Mikey sure as hell had a chance to shine here, along with Daredevil. Angela is the name of the Prowler's love interest in the 90's cartoon, so I figured why not bring her in here for Hobie.

Frosty Wolf (ch 23): Yeah, the original episode was pretty solid, but introducing Eddie again was a major highlight.

Tortugafash2002: I figured that Spider-Man wouldn't say no to having some backup, and given that I'm trying to get them more into the superhero game, at least some of the Turtles donning their own superhero identities made sense to me. I did see Across the Spider Verse, and it was phenomenal.

Frosty Wolf (ch 24): Believe me, I went all out for the season finale. This is just a taste of what is to come with the Osborn family. I think that Peter had bigger things to worry about at the time than Splinter killing a few nameless ninjas, but it can be made for a good lesson at some point in the future. Black Cat has a new partnership with members of the Defenders, and even the start of a friendship with Jessica Jones. Also this is the same cast from the Daredevil series, including a brief appearance by the Punisher. I'm setting up a lot for the future, such as Norman working in the shadows, and some of Spider-Man's other villains coming back into the picture, such as Doc Ock, Elector and Venom.

Frosty Wolf (ch 25): Trust me, I know exactly why people love this chapter, considering I took inspiration from my favorite episode of the 2003 series. Meeting an Avenger like War Machine is something anyone would be more than happy to brag about, though I will say that you clearly underestimate Jameson in that regard. Trust me, I wouldn't have brought in Turtle Titan if I didn't plan for him to stick around. I'm glad to see you liked the story so far, so thanks. I always do appreciate feedback, so long as it's constructive. And it's Mikey, whatever stupid stuff he says or does, he's got a good heart.

Guest: Flash learning Peter's secret is something that I'm planning to address soon enough.

Hugolozano990: Gracias, me alegra ver que te gustó.

ZukahanMultiColor: Yep, I think Spider-Man deserves to have some kind of backup, so long as it's done right. I don't know about all of the Turtles having their own identities, but two of them at least. I don't know about bringing in the Spot at all, but if anything it would probably be more like the version from Spider-Man TAS.

XaralandoWyattWyatt: Truth be told, Spider-Man and the Turtles have their own team, but a few more recruits will come and go over the course of the story.

Guest: You'll have to read to find out.

Guest: I thought about bringing in the Advanced Suit, but it won't be for awhile.

Guest: Definitely a cool idea, but what I've got planned for this chapter may uproot that idea a bit.

PumaDickINurmom696969: Thanks, I'm glad to see you liked it.

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Another day came, and for once things were (relatively) peaceful in New York City.

'As hard as it is to believe, things are actually working out pretty well for once.' Peter let out a small sigh as he made his way down the sidewalk, with Gwen staying by his side and the two of them walking hand in hand 'It's been about a month since the Technodrome incident, with me, the Turtles and Daredevil, not to mention some surprise backup in the form of Venom, managed to save the world from the Kraang. Shocking as it might be, things have actually be relatively low key since then. The alien corporation is gone, the world is safe, or at least as safe as it was before that, and even more shockingly, I was actually able to catch up on my sleep to the point where I don't need to chug iced coffee to be able to function anymore. Since then I've been able to catch up on the things I've been pushing to the side, like working on street crime and catching up on schoolwork, and most importantly, being a good boyfriend to Gwen. Of course a couple of things have changed over the past few weeks. About a week after the invasion, Mikey decided to take up a new persona called the Turtle Titan and partner up with me. I was a little non-plussed at first, but he's turning out to be pretty good at this stuff, and I'm not gonna complain about having help out there for once. So yeah, most things are back to normal, but a couple of things have changed. Not all of them are good though. For starters, after spending three days in a coma from either sheer exhaustion or getting my ass kicked, I found out that over 100 people got killed in the attack… including Harry's mom. I haven't seen or heard from him since after his mother's funeral, so I can only imagine what he's doing right now. Then there's the other stuff that went to hell during the invasion. As I later found out, not only is Venom back and running around on the loose somewhere, but a lot of my enemies are out on the loose too after Ravencroft and Ryker's got wrecked by the Technodrome. Now I have to keep an eye out for others like Doc Ock, Electro, Vulture, Jackal and a bunch of others. One thing is for sure, I'm gonna have a lot of work ahead of me.'

"Everything okay?" Gwen snapped Peter out of his musing by gripping his hand as the two of them came to a stop "Something on your mind?"

"That's one way to put it. A majorly understated version of it, but still."

"...Thinking about them?"

"That can mean a lot of things, and probably does mean all of them. Harry is the first one that comes to mind."

"Yeah, I'd be lying if I said I wasn't worried about him too."

"I haven't been able to reach him since the last time I talked to him at his mom's grave, and that was like a month ago. According to Hobie, he just sits around in his family's penthouse doing god only knows what. Then there's the whole Eddie situation, no idea what I'm supposed to do about that either. He shows up in the Technodrome out of nowhere, beats the ever loving crap out of me, then saves my life twice and just disappears, and now he's off god knows where doing god knows what. I have no idea what I'm supposed to think now. Not to mention that most of the bad guys I've put away over the past year are on the loose again, so that's fun to think about in its own right."

"When you put it like that, it sounds pretty overwhelming. I wish I had an answer for you about all of this, but I realy don't." Gwen let out a sigh, but then put on a smile as she tightened her grip on Peter's hand "But if nothing else, I can tell you that you don't have to deal with any of it alone this time."

"Because I'll have the ever convincing Turtle Titan at my side you mean?" Peter was quickly met with a Look pointed at him "And you of course, you're way better than giant turtles armed with ninja weapons."

"And don't you forget it." Gwen let out a chuckle as the two of them started walking again, until they reached their destination, the Coffee Bean "As much as I'd like to make you treat me to that coffee date you promise me, I don't think we have time for that before we have to get to the lab at ESU, so how about I run in and grab us some drinks for the road."

"Sounds good to me."

"Good, I'll be back in a few minutes." so Gwen gave him a quick kiss on the lips and made her way into the coffee shop.

'And then there was one.' Peter glanced out at towards the street in front of him 'The good news is that having a partner like Mikey helping out with regular superhero stuff means he can take care of things when I'm indisposed, like when I'm dealing with school or home stuff, so I do have a little more time to hear myself think than I used to. Yep, for once I can breath without having to worry about people trying to kill me, world domination or just any kind of drama.' his musings were cut short by his Spider Sense blaring just before someone bumped into him "What the-"

"Sorry man, that's on me." the other figure, a young man with short brown hair in a grey t-shirt and a pair of tan pants (Mark Allen), turned around and froze on the spot, and his gaze quickly hardened at the sight of Peter "Oh."

'...Yep, I feel like I walked right into that one. Mark, hey."

"Parker." was the blunt response.

'And it's awkward with less than five words, that might be a new record for me. Well might as well try and survive this until either Gwen comes back or something horrible happens. So what are you doing, uh…"

"Out of prison? Yeah, those guys Nelson and Murdock helped me cut a deal."

"Right, I heard about that. So you're good now?"

"I'd be better. That piece of crap Warren got what he deserved, but the school still isn't taking me back. Turns out they're not big on having "Supervillain scum" around to infect the rest of the student body, as some of them put it."

"Oh. Sorry man, I… I wish there was something I could do."

"Yeah well, there isn't." Mark scowled and looked away, but then let out a sigh and slowly turned his gaze back to Peter "Not like it's your fault though, I shouldn't be taking that stuff out on you. I've made plenty of crappy calls on my own, but I'm done with that. For real."

"Like the whole "trying to set Spider-Man on fire" thing?"

"And the gambling thing, I'm done with that crap for good. Liz said that I shouldn't gamble my life away. I should've listened then, but now I'm making up for it. For her if nothing else."

"Ah, that's… good. So speaking of that whole thing, do you still have those powers?"

"No idea, I haven't been able to access any of it since that riot broke out at the Vault months ago, and I'm pretty sure it was cause of that freaking green elf doing it, but since he's dead… I guess that isn't a problem anymore."

'You're not gonna hear me object to that one. Granted I never did feel good about accidentally killing the Green Goblin, but I won't deny that things have gotten better with him gone. Or at least they probably would've without the Kraang.'

"Got the drinks." this was when Gwen made her way out with two cups in hand, only to stop in her tracks when she noticed Mark standing there "Oh, Mark. Hey."

"Stacy." Mark gave her a nod.

'...I can understand all too well why Peter hates awkward meetings like this. Well I'd love to stay and catch up, but Peter and I have to get to the lab or we're gonna be late, so… bye." she shoved a cup into Peter's hand and moved to drag him away.

"Hold on a second." Mark's voice stopped the two of them in their tracks, and he turned his gaze back over to Peter and offered a small smirk "Thanks Parker."

"Um… for what exactly?" Peter hesitated to ask.

"I know what you did for me."

"You… do?"

"Yep. Mary Jane told me that you were the one who told Nelson and Murdock about me and the whole thing with Warren, got them to help me out. So thanks."

"...Oh. Yeah, no problem man. Well bye!" Peter quickly waved at Mark and took his leave of the scene, with Gwen following right behind him "So that happened."

"It felt like hell." Gwen muttered "I was only there for about 10 seconds and it's like I was about to choke on the awkwardness."

"Tell me about it. If nothing else, I like to think that at least getting him out of jail will keep him from hoping to see my head on a pike." Peter's attention was then drawn by the sound of his cell phone ringing, and he pulled it out "Note to self, thank Mikey for the much need distraction from the drama."

"How's he doing out on patrol?"

"He's done that for today, right now he and the Turtles are playing dodgeball with the Kraang Communication Orb, so that's gonna be fun."

"Still in high spirits?"

"More like riding the high of saving the world, pretty much the same thing they've been doing for the past month."

"You're not doing the same?"

"I probably would've if it wasn't for the fact that most of my enemies that want me dead are on the loose, so frankly right now I'm just enjoying the moment while I can." he quickly intertwined his hand with Gwen's "Like right now for example."

"Way to be quite the charmer." Gwen's smile widened as she pulled Peter into another kiss, and the two of them continued on their way to ESU.

'Yep, just gonna take moments like these in stride. I'd better enjoy them while I can, because who knows when something bad is gonna happen next.'

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Now for the answer to Parker's question…

"The communicator is ready." the Tinkerer finished setting up a projector made out of the head of a Kraangdroid and stepped away from the throne, only to falter when he noticed Shredder making his way "Oh, you uh… you went without the helmet today."

"Keep whatever opinions you have to yourself Tinkerer, I have no interest in petty wisecracks or idle chatter." Shredder's permanent scowl deepend slightly as he put on his helmet and sat down on his throne "Is the transmission ready?"

"Ready when you are."

"Then activate it." that was all the Tinkerer needed to turn on the projector, revealing the image of a Kraang on the sceen in front of them "Speak."

"Greetings to the one who is called Shredder."

"Do you have the shipment you promised me?"

"The shipment that is secret will soon be transported to the one who is called Shredder."

"And how do you intend to deal with any… complications?"

"Kraang intends to complicate the complications with… greater complications."

"See to it that you meet this agreement." Shredder turned off the transmission and turned his gaze to the Tinkerer "In the event that they fail, I take it you have your own methods to expand my forces?"

"I've already got a few ideas lined up." Tinkerer gave a shrug "I just need you to give the word and I'll get started."

"Don't rush into anything just yet, let us see how our alien allies fair in this shipment before we decide our next course of actions."

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Meanwhile, with the main protagonist…

"Yep, that about sums it up." Peter cast a look down at his phone as he and Gwen came to a stop outside the ESU lab "According to the grand poobah himself, the month long party is officially over as of him tapping his cane."

"Splinter isn't happy I take it?" Gwen cast him a raised eyebrow.

"My guess is using the Kraang Communication Orb to play dodgeball was the straw that broke the camel's back, or in this case the giant rat's patience. According to him, training starts back up like normal tomorrow. Probably for the best, assuming that the Parker Luck comes back around on me. I have Mr Murdock and Daredevil to thank for that."

"How so?"

"After the first time me and the Turtles fought Shredder, Daredevil swooped in and managed to save me, then he brought me back to Mr Murdock's place in Hell's Kitchen and got this friend of his to patch me up. I came to and met Nelson and Murdock, and the latter actually gave me a few tips on how to go forward. In his words, having the power in itself isn't enough to carry out the responsibility. I have to learn how to use them."

"Yeah, that… does make sense. I gotta say though, it does feel good to know that you're not by yourself out there…" Gwen's face fell slightly "But part of me would feel better if I could do more to help you."

"What do you mean?"

"Exactly what I said. You guys are all out there fighting, risking your lives… I'd like to think that I could do the same."

"Seriously? Gwen you know what you're saying right?"

"Of course I do. I meant what I said to you before Peter, whatever risks involved in being with Spider-Man, I'd rather face them by your side then sit around on my hands while you just run yourself into the ground. Not to mention hating to see what could happen to you."

"What do you mean?"

"Think about it, because god knows I haven't stopped since I found out. You keep going out there and fighting these villains to protect people, I get that… But what about you? Every single time you put on that mask Peter, every time you head out to do these things… there's a part of me in the back of my mind saying you might not come back. Every time I see Spider-Man swing off into the distance… I could lose the person I love most."

"Gwen… I never want you to worry about me." Peter tried to force a smile "But you don't have to, that's why I took up all the training. Plus it's like I told you, the whole "ninja have to come home alive" policy."

"But what if that's not enough?" that caught Peter by surprise "Pete, you almost died during the whole Technodrome thing. If Eddie didn't save you, you would've died. I can't stand the thought of that happening, and me not being able to do anything to help you. I just… I want to be able to do something to help you."

"Gwen, I-" their conversation was cut short by the sound of the lab doors opening.

"Afternooon you two." this was when Dr Connors (Curt) poked his head out of the lab doors and got their attention "Sorry, I didn't mean to interrupt."

"No it's alright, we uh… we can finish our conversation later." Peter and Gwen shared a look, then made their way into the lab after Curt "So, did you get started on any of the good stuff without us?"

"Hardly, we thought that if anyone deserved to be here for when we start anew, it would be the two of you. We've got a lot of work ahead of us, but there's no doubt in my mind that it's going to be worth it."

"No arguments here. So where do we start?"

"Actually you'll be with me Peter, we'll be working on any potential modifications to the Gene Cleanser formula, and reopening the program that experiments with creatures that are capable of producing bioelectricity."

"You mean like-"

"Like being able to use the research we gather as a way of curing those like Max? That is one of the biggest reasons why we restarted this program."

"Works for me." so Peter followed without another word.

Now on her own, Gwen turned her gaze over to where Martha was taking notes on a certain series of cates lined up along the wall "I take it I'll be under your watch then?"

"Right, you'll be with me working on one of our… other programs." Martha led Gwen over to another section of the lab.

"Such as?"

"One particular project that we've developed a new interest in lately, namely the-"

"Dr Connors." this was when another figure, a tall young man with dark hair and clad in a standard lab coat, speaking with a distinct European accent, made his way onto the scene using a cane to support himself "I have to say that this research of yours is quite fascinating."

"Oh good, I was hoping you'd be in today. Dr Morbius, this is one of our interns, Gwen Stacy, and Gwen this is our new senior fellow, Dr Michael Morbius."

"Hello."

"Wait, as in the Dr Michael Morbius? The famous biochemist?" Gwen quickly shook his hand, trying to contain her shock, albeit with only moderate success "It's an honor to meet you, your work with artificial blood has been astounding."

"You're very kind, and I've heard my associates speak highly of you as well, along with one Mr Parker. I look forward to working with you both, but if you'll excuse me for a moment…" with that said, Morbius turned his attention over to Martha "If I may say so Dr Connors, I went over some of you and your husband's previous theories regarding reptillian DNA being applied to the human genome."

"I thought we advised against going over that line of research." Martha's gaze hardened "It was a dead end, more of an embarrassment than anything else."

"I'm aware of that, I don't intend to follow up on that particular process. However, I do believe that we can build on the original thesis and take it in an entirely new direction."

"What do you mean?"

"The initial premise of your husband's research regarding reptillian DNA being applied to the human genome, and Dr Warren's research involved simulating mammalian DNA. However, my theory is that if you replace the reptillian DNA with that of a different mammal, the results may lead to something truly remarkable."

"Another form of mammalian DNA? I take it you have something in mind?"

"I do actually: specifically bat DNA. If we can create a mutagen that can combine bat DNA with human DNA, imagine the possibilities."

"It is… interesting." Martha looked over at Curt across the lab, then back at Morbius and let out a sigh "Fine, if you believe you can make this work without any significant adverse effects, then we'll try it out, at least for the time being."

"Understood. I give you my word that you won't regret this." Morbius gave her an enthusiastic nod, and then made his way into one of the other offices.

"...I have a bad feeling about this."

"Given the history with that line of research, I can't blame you." Gwen let out a sigh 'And here I was hoping that coming to the lab would be a way to avoid any drama. After everything that's happened over the past year, I don't want any part of whatever drama might be going on right now.'

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Meanwhile, with some of the drama in question…

"Okay, I'm seeing why you're concerned." Hobie looked down at where Flash sat on the couch in his home in Queens, disheveled and with a crazed look in his eyes "So you're sure that he's not gonna turn into that guy from the Shining on us?"

"Not the first time I've heard that." the woman next to him, with red hair going down to her shoulders and a yellow sweater (Rosie Thompson, Flash's mom) told him dryly "But no, he's not responding to anything. Even pancakes, and those are my specialty. He hasn't even tried to make fun of his sister in almost a month, and it's almost frightening."

"Seriously? Not even a cheesy line about her entering an ugly contest?"

"No, nothing."

"Huh. Must be the real deal this time. Tell you what, give me a few minutes and I'll see if I can get through to him."

"Fine. I'll make a few snacks in the meantime, give you a minute to try anything with a little bit of privacy."

"Thanks." so Hobie waited until Rosie was out of the room, then turned his attention back over to where Flash was tracing something in mid air with his finger "Okay so there's definitely something wrong with you, more than usual I mean. Dude, you still with me or are you in that crazy delusional world of yours where you're Spider-Man's best friend?"

"...I used to be." Flash finally spoke up, the crazed look in his eyes becoming more focused "It was before he was a thing."

"What are you talking about?"

"I was there, in the Death Star a month ago, and I saw it… him without the mask on. I saw Puny Parker- Peter. He's Spider-Man."

"...Oh, so you know about that."

"You knew?!"

"Yep, knew for awhile. So you're jacked up because you found out the guy you've been picking on for years is the hero who's saved your ass time and again, and he could've whoopped you any time he wanted to?"

"No! Well yeah, but not that."

"Then what's got you so worked up?"

"What do you think Brown? I'm supposed to be Spider-Man's biggest fan, how the hell could I have not seen something like that?!"

"Seriously? Of all the realizations, not being able to piece together his identity on the grounds of being a fanboy is what's got you so jacked up?"

"I'm not jacked up, you are! Shut up! Stop talking to me!" then Flash let out a Homer-style scream and promptly ran up the stairs.

"...Okay, that happened." Hobie looked over to see Rosie make her way back into the room with a fruit platter in hand "Well I got some progress out of him."

"Is it girl trouble?" Rosie guessed "Knowing what teenagers are like, I'd be willing to bet some money that's most of the problems with teenagers these days."

"I'd raise that bet under most circumstances, but this doesn't have anything to do with women, as rare as it is to heart that around Midtown. To make a long story short, it's about the whole thing he has going with Parker."

"Oh, so that's coming full circle then. I was wondering when the two of them were going to start being friends again."

"You're probably gonna still be in for a decent wait if that's what you're looking for." Hobie then helped himself to a few pieces of fruit on the platter, before looking up at Rosie "Speaking of all that, what exactly did happen between the two of them? Call it a hunch, but I'm guessing there's more to them falling out than just Flash hitting puberty."

"Believe it or not, they didn't even get to that point." Rosie let out a sigh "The two of them met in nursery school, and they were practically inseparable. Until about second grade, and then it all went downhill. You know how my husband is a police officer."

"Yeah."

"Flash was always so proud of that, kept going around saying that his dad was a hero… until this one operation about 13 years ago, putting away this one crime lord that tried to make a break for it. Silvio Manfredi."

"You mean that guy calling himself Silvermane?"

"That's the one. Harrison took a shot to the leg, had a cast on for weeks. The doctor said that if the bullet hit just a little higher… That shook Flash to the core, he wouldn't leave his dad's side for months. It was around that time he and Peter had their falling out. He never really said it, but I think that, along with finding out about what happened to Peter's parents, reminded him that we're not immortal. I don't think he ever really understood that, and eventually he just got to the point where he said that he was sick of hanging around an egghead like Peter."

"And he never managed to piece it together for himself?"

"At this point, I don't think he even remembers that."

"Huh. Well that definitely explains a few things." Hobie looked back up the stairs in the direction of Flash's room 'Note to self, have a talk with Parker about that when I get the chance.'

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Nightfall came, and the moon was shining brightly over the skies above the city.

"Alright, good day's work so far." Martha looked over at Gwen "I just need someone to make notes on the current status of the super spiders in the case over there, and then we can call it a night."

"I can take care of it." Gwen picked up a clipboard and made her way over to the case that was supposed to contain the spiders in question, failing to notice a spider weaving a web close to the ceiling of the lab, slowly danglnig its way down towards her, until it landed on her head without her noticing "It's kind of crazy to think about these spiders now."

"I know exactly what you mean, but considering the effects that came from just one of them, that is to say what happened with Peter during your class's field trip here, we had to try and imagine the possibilities that could result from continuing our experiments with the rest of them. While we made sure to keep the risk as close to a minimum as we can, of course."

"Fair enough. So um, how many are there supposed to be now?"

"Well considering we lost one of them during that field trip, 15 went down to 14."

"I just counted 13, I think one of them is missing. Oh no, not again."

"Oh, that? I forgot to mention that I put one of them in my office to do a more thorough analysis on an individual, so don't worry about that."

"Alright, if you say so. I have the notes on the rest of them completed." Gwen promptly handed the clipboard over to Martha "Anything else?"

"That's it for today, you and Peter should probably head home. It is a school night after all."

"Right. See you tomorrow" so with that in mind, Gwen grabbed her bag and made her way out of the lab, where she found Peter waiting for her at the top of the steps… only to falter and let out a yelp of pain when she felt the spider bite down on her bicep, causing her to recoil hard enough to shake it off, leaving it to land in the bushes.

"Gwen are you alright?" Peter was by her side in an instant "What happened?"

"I'm not sure, I just felt something bite my arm."

"Really?" Peter checked out her arm, and immediately froze at the sight of the bite mark on her bicep "Oh god… What exactly bit you?"

"I didn't really see it, but… Martha did ask me to analyze the super spiders… Do you mean that it's-"

"If this is what I think it is… We need to get you home. Now." Peter pushed a button on his cell phone, which in turn alerted them to the presence of the Spider Cycle "Better hold on, I can't guarantee a smooth ride in this thing."

"Wait, when did you-"

"Donnie and I rigged it so I could control it remotely on my phone, figured it would come in handy. Like with most things, we turn out to be right." Peter helped Gwen into the bike, then leapt into the driver's seat himself, and the two of them took off in the direction of Gwen's home without another word.

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One quick cycle trip later…

"Okay, here we are." once they reached the Stacy residence, Peter helped Gwen (now looking very disheveled and sickly) inside and up to her bed room "You doing okay so far?"

"Yeah, yeah I think so…" Gwen wiped some sweat off of her head and tried to shake off some of the dizziness she was feeling as she sat down on her bed "But then again, maybe getting some sleep doesn't sound too bad…"

"Okay, but I'm gonna stick around and keep an eye on you, just to be safe." and as if on cue, that was when Peter's cell phone began ringing "I swear to Thor, this better not be about what I think it's about." and yet he chose to answer it regardless, putting it on speaker "Serious Donnie, I'm kind of in the middle of something right now, so this better be important."

"How does the Kraang being back work for you?" that was enough to make Peter's gaze harden almost immediately.

"You got my attention."

"The Kraang Communication Orb started going off again a little while ago. The encryption is tough to crack, but from what I've been able to gather it looks like the Kraang are transporting some kind of cargo, using another stealth ship."

"Do we know what it is?"

"Not specifically, but we're gonna gear up and go find out. And probably end up shooting it out of the sky."

"Right. Do we have a plan to track it?"

"Using a tracker I built aligned to the radar dishes we placed throughout the city last time, this way we can hone in on the ship before it makes the drop off. We've got April and her dad helping us out too, they're already in position.

"You're gonna have to track it down first. Does this mean…"

"Yep, I already showed off the T-Rocket to the guys and we just launched. We're in the air on our Turtle Glyders, so head over to our position ASAP."

"I'm on it, see you in a few." Peter hung up and stashed away his phone, then turned to Gwen as he began shedding his clothes "On the one hand, I've been wanting to try out the gliding effect of the new Web Wings me and Donnie just put on my suit, and the Concussive Blaster that you and I made last week. On the other hand, I'm not keen on the idea of leaving when you're… well you know…"

"I know." Gwen put both hands on her bed to steady herself and gave Peter a smile as she wiped some more sweat from her face "The city needs you, the guys need you… Go ahead, I'll be fine, I promise… we'll talk tomorrow."

"Count on it. I'll see you soon. I love you." Peter gave her a quick kiss to the forehead, then finished changing into his Spider-Man suit before leaping out the window and webslinging away into the night.

"I love you too…" Gwen watched for a moment as Spider-Man disappeared from view, and only after that did she begin changing, only to not get very far as the strong sense of dizziness caught up with her, leaving her to collapse onto the bed, trembling and sweating, until she finally ended up passing out.

Everything would have change by the time she awoke next… for better or for worse.

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Meanwhile, with another couple to be…

"Alright I'm out Docs, see you tomorrow." Felicia gave a quick wave to the Connors as she hung up her lab coat and made her way out of the building, and then away from the ESU campus in its entirety, glancing up at the night sky as she did so 'Nice night, clear skies, a lot of people out and about, probably either carrying valuable stuff with them or leaving it unguarded at home. I'd be lying if I said there wasn't a crap ton of temptation, but-'

"Quit your bitching and hand it over!"

'But once again the Spider had to infect me with his conscience. Note to self, kick him in between the legs for that.' Felicia hid behind a wall and poked her head around the corner to see what the commotion was.

As it turns out, the cause came in the form of two nameless thugs harassing Morbius in an alley, one of them throwing him to the ground "Stop whining and just hand over the wallet."

"That does not… belong to you!" Morbius whacked one guy in the leg with his cane and tried to pull hismelf back to his feet, only to be met with a fist to the stomach that immediately brought him to his knees.

"Now you've done it pig." the second thug drew a knife out of his pocket "Now you've really pissed me off!"

"He said it didn't belong to you."

The second thug, along with the first, turned around to see Felicia cracking her neck as she made her way towards them "You made a big mistake broad, sticking your stuck up little nose in where it doesn't belong."

"Yeah well, at least I know better than to pick on some sickly guy who can't fight back. Unlike you two blowhards, I can back up my talk."

"Oh yeah? And how are you gonna-" the answer came when the first one took a heeled shoe to the crotch that immediately led to him falling to the ground.

"That's how."

"Big mistake you little bitch!" the other thug tried to punch her out, only to be met with a swift yet effective backhand to the face that sent him crashing into a wall, out cold.

"Yeah well, bitches still know how to bite back." with that being said, Felicia made her way over to where Morbius was trying to recover and held out a hand to him "Are you okay?"

"Yes, I… I'm fine." Morbius accepted the hand and slowly ascended back to his feet "Forgive me for that, it's not right to force a lady to put herself in danger for my sake."

"Well you're not going to see me pulling the damsel in distress act at any point, so don't worry about that."

"That is a relief, especially when a lady has to be out at night in an area such as this. Still though, I truly must thank you. Perhaps I can make it up to you by treating you to dinner?"

"Hm. I wouldn't say no to an offer like that." Felicia gave a playful smirk as the two of them began to walk down the sidewalk "You have a place in mind, or is it lady's choice?"

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Meanwhile, with one of the main characters…

"Now let's see if this works as well second time. YEEHAW!" Spider-Man used a slingshot made of webbing to launch himself into the air, and then proceeded to allow the web wings spreading from his armpits to let him glide through the skies above the city "This is never going to stop being awesome!" it was at this moment that the sound of his phone ringing drew his attention, and he pulled it out of the belt of his suit "What's up Mikey?"

"Good news bro, we just ran into the Kraang ship! Literally! Track down where we're at now and get over here, before we get all the good stuff."

"I'm on it, see you in a few." and so Spider-Man tracked the Turtles' location and began gliding his way over towards them.

What went unnoticed however, was that Subprime was watching him from a nearby rooftop, and once he was out of sight "The bait has been cast, and the last target is en route to the stealth ship as we speak."

"Excellent. Just let me know when he gets there, and then I'll activate the little surprise that I have in store for him and those Turtle companions of his."

"Not to question your tactics, except for when I think they're stupid, which isn't anywhere near as often as with most of the Kraang, but what benefits can come from doing something as overly elaborate as this instead of just terminating them? Wouldn't that be more pragmatic?"

"Perhaps, but they do have a part to play in the events to come. However, I do need at least our wall crawling adversary out of the way for the time being, so that we have the chance to give a proper test to Project Arachnid. I'm sure that Dr Warren is eager to show the capabilities of his newest protegee Scarlet when the opportunity presents itself."

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Meanwhile, with the rest of the main characters…

"Alright come on guys, let's do this." Leo was quick to lead the other Turtles through a hatch and into the stealth ship, finding three Kraang flyers waiting for them "Huh, now I have to wonder why we didn't do this last time we had to take out a stealth ship."

"Because we didn't have the Turtle Gliders last time." Donnie pointed out "Otherwise we totally would've done this the first chance we got."

"Fair enough. Now then, let's get down to business."

"Alert!" the Kraang flyers were quick to recoil at the sight of the Turtles "It is the ones who call themselves the Turtles! Alert Kraang, we must alert Kraang!"

"Seriously, they're only going with three of them this time? We can take out a group like this in our sleep."

"I'm pretty sure we have at one point, like this one time Pete dared me to-" Mikey didn't get the chance to finish before a low growling noise got their attention "Uh… any chance that noise was just Raph?"

"I wish." the Turtles all drew their weapons and whipped around… finding a hulking ape-like creature without a head standing before them.

"Aw crapbaskets. Anyone else noticing it doesn't have a head?"

"Doesn't matter, we have to take it down. Let's go!" so the four of them charged at the hulking creature… only to easily be swatted aside as it stomped its way forward "Ow…"

"Biotroid engage." one of the Kraang flyers quickly floated its way up and attached itself to the newly named Biotroid, causing it to let out a roar… and also revealing high tech chainsaws on metal tentaclescoming out of its nipples.

"...You guys see this too right?"

"I'm pretty sure we couldn't imagine this if we wanted to." Donnie muttered "And now I think that sensei was right about us being a little too cocky."

"Yep." and that was all that could be said before the Turtles were forced to go on the evasive and defensive, only for Leo and Raph to quickly be swatted to the side by the tentacles and forced to fend off the chainsaws.

"Booyakasha!" Mikey tried to help out by slamming his nunchucks into the back of the Biotroid, only to piss it off into punching him in the face and knocking him into a wall "I figured that was gonna go differentl- Crap!" he ducked to avoid one of the chainsaws to embed itself in the wall of the ship, causing a hatch to open, revealing the cargo "Uh guys, you see that?"

"Yeah we just found the shipment, it's Mutagen-" Leo didn't get the chance to finish his sentence before the Biotroid knocked him into the control panel, sending the ship and all of those on board spinning out of control, with the Turtles being sent crashing into walls, courtesy of the Biotroid spinning like a top "This thing is tough… I don't think we can really damage it."

"Hang tight bros, I've got a plan!" being the first to rebound, Mikey used his nunchucks to latch onto one of the Kraang flyers controlling the ship and hurled it into the Biotroid, sending both of them hurtling to opposite sides of the ship… only for the Kraang flyer to crash into the control panel, causing the hatch to open up on the bottom of the ship "Uh… oops."

"Mikey hold on!" Leo and Raph charged in next, only for the Biotroid to send them crashing into the wall next to the Mutagen canisters, causing most of them to fall out and sending them rolling towards the hatch in the floor.

"Guys the Mutagen!" Donnie rushed forward to try and grab the canisters… only to fall short as the canisters fell through the hatch, down into the city below.

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Meanwhile, down below…

'Come on you guys, bring it down, you can do it…' April watched in anticipation from where she and Kirby stood on a rooftop as the stealth ship careened over the city… only to end up freezing in terror at the sight of dozens of Mutagen canisters falling all throughout the city, and then her gaze fell on one that was hurtling towards her, but before she could react…

"APRIL!" before she could react, Kirby rushed out and used his body to shield her, causing the canister to break open over his back and splatter him with its contents.

"Dad?"

"April, get… get away!" Kirby shoved April away as his body began convulsing, causing him to fall off the roof, through a flock of bats flying upwards.

"DAD!" April looked down in horror in the direction Kirby fell, only to be forced to duck and avoid the bats flying up… and then she caught sight of another figure, a large humanoid mutant bat with a familiar shade of red hair "Dad? Oh no, no no no no!"

And then the newly mutated Kirby Bat began hurtling towards her, which prompted her to take off running in terror.

"Dad wait, stop! It's me April, you have to stop!" April darted around the rooftop to avoid the lunges by Kirby Bat, eventually taking refuge behind a door as she pulled out her tessen "I can only hoep you're not gonna ground me for this, but…" once the Kirby Bat closed in, she leapt out and smacked him across the face, causing him to recoil and retreat, casting a hurt look in her direction as he did so, causing her gaze to soften slightly "Sorry dad…"

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Meanwhile, with the accidental Mutagen droppers…

"Seriously, we up and lost two freaking dozens of Mutagen just like that?!" Raph wasted no time in rounding on Donnie and Mikey for the Mutagen spill "For crying out loud, you guys are two of the biggest screw ups ever!"

"Not like we're the only ones to blame!" Donnie levelled his own glare on Raph "You could've at least tried to grab a single canister!"

"In case you didn't notice, I was busy getting stomped by freaking KRAANG BIGFOOT for the love of-"

"Hey guys, if you're gonna yell at each other do it later! We have to focus!" Leo was quick to direct their attention back to where he was fending off the Biotroid, prompting the four of them to leap back into the fray.

"Alert Kraang, the console that is broken must be made unbroken!"

"And once we get the chance, we take out the ship as a whole!"

"But first we start with this thing!" Donnie leapt over the Biotroid and slammed his bo staff right into its back… only for the coverings on its butt to fall off, revealing two cannons sticking out of its cheeks "Butt cannons? It has butt cannons?!"

"Biotroid, engage!" and then the Biotroid began firing its butt cannons at the Turtles, forcing them to scatter throughout the ship.

"That's it, that ass isn't getting the better of me!" Raph maneuvered around the blaster fire and tried to stab the Biotroid in the chest with his sais, only to be grabbed by the arm and slammed into the ground, then crushed underneath its foot and kicked hard enough to send him falling out of the hatch in the floor towards the street below.

"Raph!" Donnie and Leo tried to rush over to pull Raph back in, only for the blaster fire from the Biotroid to end up sending them falling out as well.

"Guys!" Mikey rushed over to try and grab onto the others with his nunchucks… only to look out and notice the others being hoisted onto nearby rooftops by weblines "What the-"

"You're welcome." Spider-Man poked his head through the hatch "Sorry I'm late, I don't get invited to parties too often."

"I ain't complaining dude, I was wondering when you were gonna show up." Mikey gave a grin and pulled Spider-Man into the ship, catching him in a quick fist bump "Good thing you're here, it got a little… crazy."

"I figured that when I saw dozens of Mutagen canisters raining down over the city like it's the Rapture or something. You know what that can wait, right now we gotta stop the ship. Try and stall the Kraangsquatch over there, leave this to me!" so he latched onto the two Kraang at the control console with two weblines and sent them hurtling across the ship, then latched onto the control console itself and used another web line to steer the ship away from the building that it was hurtling towards, and subsequently high into the air "Sad things is this is still the closest I've ever gotten to driving an actual car!"

"Forget about that dude, I say this is awesome!" Mikey on the other hand was still trying to fend off the Biotroid's attacks even as the ship went vertical "Where are we gonna take this thing to anyway?"

"Haven't figured that out yet, right now I'm settling for not crashing into buildings! I figured we might go for something like the East River."

"Sounds good bro, I got this thing in the bag!" Mikey dodged another one of the Biotroid's fists, eventually managed to pin it down using his nunchucks and rip the Kraang out of the head "You got more of those taser webs?"

"Way ahead of you!" Spider-Man released one hand and fired a single round of Electric Webs at the control console in the Biotroid's head, electrocuting the beast and causing it to fall to the ground with a thud, allowing him to latch onto it with a web line and hurl it into the control console "Alright that's enough of that, we're getting the hell out of here!" so he grabbed Mikey and leapt out of the hatch in the ship, using a powerful burst of force from his web shooters to propel them away from the ship and towards the ground "Nice, it works!"

"What works?"

"A little something me, Gwen and Donnie made up last week called the Concussive Blaster. To give you the short version, it basically shoots out sound waves that can knock a guy out from about 20 meters, so- Wait a minute."

"What's the matter?"

"My Spider Sense is going off like freaking crazy." Spider-Man looked up at the stealth ship, and his expression under his mask turned to horror at what he saw… that being a small blinking object shaped like a pumpkin falling out of the hatch towards them "Oh no, no no no… Don't tell me…"

"What is it, Pete what's the matter?"

"Mikey, get out of the way!" without missing a beat, Spider-Man used a quick sonic wave from his Concussive Blaster to send Mikey hurtling down towards a rooftop below, right before the pumpkin bomb detonated… releasing a wave of Mutagen that splattered all over Spider-Man, causing him to cry out in pain as he hit the ground in an alleyway with a loud crash.

"PETER!" Mikey wasted no time in leaping down into the alley, only to stop in his tracks when he saw Spider-Man covered in Mutagen "Pete… are you…"

"Hurting like hell? Kind of, yeah…" Spider-Man let out a groan as he slowly removed his mask, revealing the face of Peter Parker "I knew what the mutation was like… but I didn't think it was gonna hurt this much…"

"Pete, you're gonna be okay… you're gonna be fine, you've gotta be…"

"I don't think so…" Peter put on a brave face and forced a smile "Mikey listen… I'm gonna be gone for awhile… Not sure when or if I'm gonna bounce back… Remember what I said, back in the Technodrome? Aunt May and Gwen… look out for both of them, especially Gwen… I think she's gonna need a good teacher going forward…"

"No…"

"And listen, Mikey… thank you, and the rest of the Turtles… for being awesome partners up until now…" Peter subsequently let out a scream of agony as his body began convulsing, and then transforming, with four more arms growing out of his torso, his skin turning grey and his hands morphing into distorted claws… and at the end of it, his body had mutated into large hulking mutated spider creature with six arms, huge fangs and glowing red eyes.

"Pete…?" once the transformation had subsided, Mikey slowly tried to reach towards the spider creature formerly known as Peter…

This quickly came to a halt when the creature (now to be referred to as the Man-Spider) let out a roar and shot a lob of acid at Mikey, forcing him to leap onto a nearby dumpster.

"Pete come on, you gotta get a hold of yourself!" Mikey leapt back onto the ground and pulled out one of his nunchucks, only for Man-Spider to swat them aside, grab Mikey by the leg and slam him against the wall multiple times before throwing him to the ground, next to where his abandoned mask lay, with Mikey picking it up "Pete, even if you can't say anything I know you're still in there! Come on, you gotta fight it!"

Man-Spider let out a roar as he shot another wave of acid, forcing Mikey to take off running out of the alley as the acid hit a nearby patch of gas on the ground, causing it to explode, the force of the shockwave sending Mikey hurtling out onto the abandoned street, and it webbed a line that bound him in a web cocoon, moving in to finish him, until…

"Get the shell away from my brother freak!" a smoke bomb suddenly hit the Man-Spider in the face, stunning him and causing him to shriek in pain, courtesy of Raph as he leapt onto the scene and dealt it a roundhouse kick to the face, sending him staggering back "Go ahead and try it with me ugly, I've got no problems stabbing you in all six eyes!"

Man-Spider let out a snarl as he eyed both Mikey and Raph intently, but instead of moving in to attack again, it simply webbed a line onto another nearby building and swung away until it was out of sight.

"And don't come back." Raph turned back towards Mikey and quickly used his sais to cut him free of the webbing "You okay Mikey, and what the hell was that thing?"

"Come on dude, we gotta go after him!" Mikey grabbed hold of his grapple and tried to take off, only to wince at the pain in one of his arms and fall to his knees "We gotta…"

"Mikey take it easy, what's going on? What the shell was that thing?" Raph's gaze turned from his usual anger to concern… and then he looked down to see Mikey clutching the Spider-Man mask in his good hand "Oh man… Mikey, was that-"

"The ship dropped some kind of freaky bomb… it exploded out a bunch of Mutagen when it fell, and Pete… he pushed me out of the way…" Mikey choked out a sob and looked away, only to be pulled back onto his feet by Raph.

"Come on little brother, let's go meet up with Leo and Donnie. We've got a lot of work to take care of." the two of them were about to take off, only to be met with the sound of an explosion in the distance, along with a barely visible wave of Mutagen being propelled into the air, followed by the sound of screaming, along with a few others in

"Raph, what was that?"

"I don't know Mikey, but this definitely isn't gonna be good." then the sound of ringing drew their attention, and Raph didn't waste any time in pulling out his T-phone "Donnie just texted, apparently a brunch of the other canisters that got dropped in the city are exploding too. God only knows how many more new mutants we're gonna have to deal with, along with the two we already know about."

"Two?"

"Turns out one of them hit April's dad and turned him into a giant mutant bat, he grabbed April and took off god only knows where. This night officially sucks."

"Big time… what are we gonna do?"

"For now we gotta head back to the Lair, meet up with Leo and Donnie and regroup… and then figure out some kind of plan…"

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A little while later, at the Lair…

"I can't think, I can't think, I'm seriously stressing here!" Donnie wasted no time in freaking out over the whole situation "Okay take it easy Donnie, try and think calm thoughts… and it isn't working, I'm freaking the hell out!"

"Donnie keep it down, we're trying to hear!" Leo turned up the volume on the TV so they could hear what was happening on the news.

"As of yet, no explanation has been provided for the serious of explosions and transformations that have happened across the city, apparently at random. The numbers of dead and injured have yet to be confirmed, but there is little doubt that numerous scars will be left by what people are already referring to… as Mutation Day."

"As if that whole situation wasn't bad enough as it is, they basically had to make our birthday sound like something out of a horror movie." Leo gave a heavy sigh as he turned off the TV, then turned over towards Raph "Any word from Daredevil?"

"He just texted." Raph told him "He's keeping an eye out for anything in Hell's Kitchen, if he tracks down any new mutants or canisters he'll give us the heads up."

"At least that's some progress in this whole mess. I don't get it though, some of the canisters just up and exploding like that for no reason?"

"Doesn't seem like anything the Kraang wouldn't do."

"But if that is the case, then why wouldn't they just go all in on it? I don't know, something feels off about this." but their conversation was cut short when Leo glanced over to see Splinter make his way out of the dojo "Sensei let me run something by you for a second. Say we're trying to catch a stray pet, like a cat."

"A cat?!" Splinter immediately whipped around in what appeared to be horror.

"Okay bad example, or something like a bird. What would the best strategy be?"

"Oh. That would be food of course, any animal can be lured by food. So tell me my son, what is this truly about?"

"We're trying to… Well the short version is, trying to salvage something out of a huge disaster of a situation."

"I see… Do what you must, but when you return, I will be having a long conversation with all four of you." and then Splinter turned on his heel and left.

"Okay, so we have some kind of plan." Leo turned back to the others "But that raises a follow up question, what do bats eat?"

"Mostly rodents and other small invertebrates." Donnie told him "Also bugs, the bigger they are the better."

"Which would've been a lot easier if we had Spidey with us…"

"Actually spiders aren't bugs… but I do get your point." the Turtles' faces all fell at the memory of what happened to Spider-Man.

"We have to find him and help him, I know that, but we have to save April. That has to come before anything else. Peter would want that too."

"Then we'd better get started." this was when Mikey made his way out out of his room, fully clad in his Turtle Titan "We need someone to be the bait and lure out April's dad right? Then I'll do it."

"You don't have to think of yourself as Mikey, just call it a chance to test out the superhero gig on your own." Leo gave a smile to try and lift Mikey's spirits, only to receive no response of that form.

"Not in the mood for jokes right now bro. Let's go track down April."

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At the same time, April regained consciousness and found herself on a high up ledge of a tall building, with only the Kirby Bat for company, vomiting up a few bits of garbage and dead rats for her, but went out to find her real food on her request, giving her some time to try and find a way down.

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Meanwhile, with the bat hunters…

"Not seeing anything so far." Mikey looked around as he and the other Turtles flew through the night sky on their Turtle Gliders in search of Kirby "No signs of any giant Man-Spiders."

"We're supposed to be looking for the giant bat remember?" Raph shot another pissed off look at Mikey, only for his face to soften when he noticed how solemn and hardened Mikey's expression was "We're gonna find him alright? But Leo said it best, he'd want us to focus on tracking down April and her dad first."

"I know, but… What about his aunt and Gwen, what are we gonna tell them? And what about his whole life dude? School, work, family? What's gonna happen now that he's stuck as some giant Man-Spider?" he was met with silence from the other Turtles "Yeah, so what are we-"

"Kirby incoming at four o'clock!" Donnie's frantic shouting drew everyone's attention back to the task at hand, only for him to be pounced at by Kirby Bat and sent hurtling away "Mikey get out of the way!"

"I already got it!" Mikey braced hismelf and managed to lower himself enough to avoid being hit by Kirby Bat, but at the cost of his Turtle Glider being ripped off "Crapbaskets!"

"I gotcha!" Raph latched onto Mikey's arm using his grappling hook "He's coming back around, hold onto your pizza!" so the two of them started swarming down towards the street and into a nearby alley, with Kirby Bat closing in on them.

"Let me down Raph, I think I can get ahold of him!" so once Kirby Bat got close and the Turtles got enough altitude, Mikey released the grappling hook's hold on him and leapt down onto the back of Kirby Bat, trying to wrestle him into submission "Kirby man look, me and my bros don't want to hurt you. I don't know if you can hear me in there or not, but we wanna help!"

"Hey you guys, I'm over here!" April called out to them from her place on the ledge.

"There she is, I can see April!"

"We can see her, just stick to the plan." Leo told him.

"...We have a plan?"

"Aim for the warehouse, we have to trap him in the warehouse!"

"You never said anything about that, just go out and find him!"

"Well I'm saying it now!"

"You could've mentioned it in- Donnie look out!" Mikey tried to pull back on Kirby Bat, only for him to shoot forward and claw at Donnie hard enough to send him hurtling down towards a rooftop, forcing him to release his Turtle "You okay bro?"

"Yeah, I'm… I've hard worse…" Donnie let out a groan as he pulled himself to his feet and tried to shake off the dizziness "Just gonna feel nauseous for a minute…"

"Donnie up here, I'm over here!" April drew his attention over to the ledge she was stuck on.

"April hold on, I'm coming!" Donnie quickly steeled himself as he pulled out his grappling hook and rushed to her aid.

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Meanwhile, with the rest of the bat hunters…

"Alright there it is, I can see it!" Leo cast a look over at Raph as the two of them continued to follow Mikey and Kirby Bat on their gliders "We're coming up on the warehouse! Get ready to take him down!"

"I'm on it!" Raph pulled out a rope with a grapple on it and used it to bind one of Kirby Bat's wings, with Leo doing the same, releasing their Turtle Gliders as they did so, only to drop down and end up smashing into each other repeatedly, as well as the sides of the buildings they were flying past "Leo!"

"The warehouse, aim for the warehouse!"

"I can see it, I've got this!" Mikey grabbed hold of Kirby Bat's wings and steered him towards the nearby warehouse, sending the four of them crashing through the ceiling until they hit the ground with a loud thud.

"Get it now!" Leo and Raph quickly rushed over to a nearby lever and used it to bring down on the Kirby Bat, trapping him inside despite his thrashing to get out "Sorry about this Kirby, but I promise it's only temporary."

"You guys!" this was when Donnie and April made their way into the warehouse, the former taking the chance to close off any doors as they did so "We did it."

"Yeah, we got him. Along with a fair amount of bruising."

"I think we've got other things to worry about."

"Dad!" April rushed over to the side of the cage, her expression solemn as she and Kirby Bat locked eyes, and she placed a gentle hand on his head "Dad… What are we supposed to do with him, keep him caged forever and feed him nothing but mice and flies?"

"Well actually bats are known to love moths and spiders too so-" Donnie cut himself short when he saw the look on April's face "Sorry, force of habit."

"This is all my fault… If I hadn't lied to dad, he wouldn't have been out there… and now he's stuck as a mutant bat…"

"It gets a lot worse…" Mikey looked up at the night sky, as if expecting something to appear, but it didn't "He isn't the only one who got mutated… Pete's gone too…"

"Peter too…?"

"Yeah… this tiny Mutagen bomb went off, he shoved me out of the way… and now he's stuck running around as a giant Man-Spider…." Mikey slammed a fist against the side of the cage, which caused Kirby Bat to recoil "This wouldn't be a thing if we didn't spill the Mutagen in the first place."

"...Wait, what?" April's gaze turned to a mix of shock and anger as she turned to face Mikey, while causing the other Turtles to cringe at what was coming "Did you… Did you just say you guys spilled the Mutagen?"

"Yeah. We were fighting this giant beast thing in the ship, we hit something in the wall and then all the Mutagen fell out of the ship… a bunch of them exploded too…"

"Are… Are you kidding me?!" April rounded on the other Turtles in her anger "You… You guys just…"

"April I swear to you by Darwin's Beard, we will cure him." Donnie told her.

"You just mutated my father!" whatever argument that was about to break out was quickly cut short when April and the others noticed Kirby Bat break out of the cage, forcing them to duck, and she could only recoil at the sight of him hurtling towards her, until…

"April get down!" Donnie swooped in and smacked Kirby Bat across the face with his bo staff, causing him to recoil and then fly out of the warehouse through the hole in the ceiling, away into the night.

"DAD!" April could only look on in horror as Kirby Bat disappeared from view, but her sadness quickly turned back to rage as she rounded on the Turtles once again "I told you I didn't want to get him involved, now look at what happened!"

"April, I…" Donnie tried to reach out for April, only for her to smack his hand away.

"Don't, don't touch me! You keep the hell away from me! I never want to see any of your faces ever again!" and then she turned on her heel and ran out of the warehouse without another word or look back.

"April wait!" Donnie tried to chase after her, only to be stopped by Raph grabbing him by one of his arms "Raph let me go!"

"No man, you gotta let her go." Raph's tone was uncharacteristically gentle "Just give her some space and some time to cool down. She needs it right now."

"But…"

"I don't blame her guys… she's right…" Mikey just sat on the ground huddled to himself "It's all our fault… We got so damn cocky, then the Mutagen spill and now… April lost her dad, and even Pete…"

"Mikey… you're right." Leo slowly helped Mikey back onto his feet "But this isn't just your mess to clean up, we're all to blame for this."

"...I never did answer him." Mikey slowly looked over at Leo "Remember back during the whole Technodrome thing? Peter asked me to look after May and Gwen if anything happened to him, but I never answered him. Now I know what I gotta do… I'll look after them, until we can find him and turn him back."

"Right… we do have to tell them something though."

"You guys go ahead and head home, tell Splinter what happened… I'll head over to Queens, figure out what to tell May."

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Meanwhile, with the shipment's intended destination…

"I grow tired of waiting creature." Shredder levelled his typical glare at the image of the Kraang that was stemming from the projector, with Karai and the Tinkerer standing on either side of him to oversee the meeting "Where is the Mutagen you promised me?"

"That which is known as the complications became, overly complicated. The ones known as the Turtles and the one known as Spider-Man stopped that which is known as the shipment, but Kraang will make amends." and then the transmission cut out.

"It seems that what I have seen thus far has finally been confirmed."

"So you have a final verdict I take it?" Karai gave him a raised eyebrow.

"These creatures have proven themselves to be useless to my goals. The time has come for me to expand my army, but on my own terms. Tinkerer, I take it you have your methods ready for me to view?"

"I've been waiting long enough to hear you say that." Tinkerer gave a smirk as he pulled out a tablet from his lab coat and handed it to Shredder "For starters, I've got an idea for a new robotic army of Foot soldiers that will obey your every command. Not that different from the guys that you have around now in terms of personality, but the big different. They won't feel pain."

"I see. What else do you have?"

"That's it in the way of soldiers for the time being, but I've managed to get in touch with my previous benefactor, and he's sending someone over that will definitely be a big help to your cause, so long as you're willing to pay."

"And who exactly is your benefactor supposed to be again?" Karai gave a raised eyebrow.

"He asked to remain anonymous for the time being, I'm sure that given your group's background with secrecy you can understand that."

"Very well." Shredder gave a simple nod "And who will be sent to us?"

"Tell me, does the name Tony Masters mean anything to you?"

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Meanwhile, with the remaining hero…

'I never actually thought I was gonna have to do something like this.' Mikey (now out of his Turtle Titan costume) made his way through the streets of suburban Queens on the Stealth Bike, eventually coming to a stop outside of the Parker household, and he maneuvered his way around to the back door 'But it's probably for the best that I'm the only one to face May and Gwen. My bros have enough on their plate, especially Donnie, without taking the blame for this whole mess from anyone else. Peter shouldered this responsibility for so long, and now it's time for me to be a good partner, a good friend, in his stead. I wanted to be a hero to do some good, and maybe get some credit for doing that good. Maybe that's selfish of me, but if screwing up like this means that people like Pete and Kirby get their whole lives ripped away, then… I'm not sure if that's worth it.' so with that in mind, he went over to the back door and knocked on it.

There was a pause, and then May opened the door and gave a small sad smile "I'm glad to see that you're alright."

"You saw the whole thing on the news?"

"Yes, it's been on for hours. All of those explosions and the mysterious ooze… a lot of people have disappeared over the night."

"You know any of them?"

"Not personally, but I know of their connection to Peter. Some of them like Dr Connors from the lab, Curt I mean, and the son of his boss Mr Jameson."

"The air force guy?"

"Yes, him. I take it you know of some others?"

"April's dad got it too, she's in a pretty rough place right now." Mikey took a breath as he made his way inside "And it's why I'm here… There's something that I needed to talk to you about when I got the chance… It's about Pete…"

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After the fiasco with Kirby Bat, the Turtles had little choice but to return home.

"I see…" Splinter frowned as he looked over at Leo and Raph "All of this is proving to be very grave news, very grave indeed."

"Pretty sure that's the understatement of the century." Leo muttered "You might as well just say it sensei, you were right. We were way too cocky and it came back and bit us in the shells, along with a lot of other people."

"Perhaps, but dwelling on the past will not solve the crises of the present. The fact reamins that the four of you must now find every remaining canister of Mutagen. You must search through every street, every park and playground, every building and rooftop… before we have even more new mutants on our hands than we likely already do."

"Yeah… and we're doing it without Spidey as backup this time."

"You guys!" this was when Donnie came rushing out of the lab, holding up half of a broken Mutagen canister "You need to see this."

"What's going on?" asked Leo.

"I did a scan of the canister we found, and you won't believe what I found. The canisters that just exploded when they hit the ground, they didn't do it randomly. There was a signal. Someone else remotely triggered it."

"You mean the Kraang?"

"I don't think it's them… They left this on it." Donnie held out the broken piece of the canister to the others… revealing the image of a Goblin on the end of it.

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Meanwhile, at the Parker household…

"I see." May looked up at Mikey as the two of them sat at the kitchen table, talking over cups of tea "So the reason Peter was out tonight was that he was helping you with a project."

"We needed somebody who could understand radar stuff." Mikey gave a small shrug "Don was with us and couldn't do it, so Peter volunteered, same with April's dad."

"And he was around when those… containers of the ooze fell?"

"I landed near him, and he pushed me out of the way before one of the canisters exploded… but it got all over him… We basically dragged him into it, and now he's…" Mikey forced back a few tears and bowed his head to her "I'm so sorry… If you're gonna blame anybody for this, then it should be me."

"...It doesn't really surprise me." May spoke again without looking up from her tea cup "That does sound just like him, getting himself hurt while trying to help someone else. It's moments like those that make me realize how much Peter truly is like Ben. My husband, Peter's uncle I mean. He never did hesitate to help out someone in need, and more than a few times it got him into trouble. But honestly, I doubt that either he or Peter would have regrets, not even if it had resulted in him turning into… one of those creatures."

"Kind of a giant spider monster… from a spider that bit him before it happened I mean. I think I saw it too."

"In any case, I don't think Peter had any regrets."

"But we… I…"

"Don't tell me that means you're going to give him." May finally raised her head so that she could look Mikey directly in the eye "You can't let yourself be defeated by something like this, because if you do then that means that Peter's sacrifice, along with what happened to all of those other people, would be in vain. If there is a cure, a way to turn back everyone that ended up being transformed by this substance, then I know you and the others will find it."

"Maybe, but…"

"No maybes about it. You'll find it, I know you will." she gave him as encouraging of a smile as she could muster "Whatever may happen, the fact is that you have to keep moving forward, in any way you can."

"I… I guess…" Mikey then looked out the window to see the sun rising "I didn't think that I was gonna be here that long."

"In that case, we may have to wrap this up. I have to go into work in a few hours."

"You gonna be alright? I can give you a ride or something if you want."

"Oh you don't have to dote over me like Peter does, I'll be fine. Go on and do whatever it is you and your brothers have to take care of." she gave another smile, though this one appeared to be a bit forced."

"If you're sure… thanks for the tea." so Mikey made his way out of the kitchen door and moved to climb up to the roof… only to stop when he heard the sound of quiet sobbing, and he looked through the window to see May sobbing by the staircase, forcing him to fight back a few tears as he climbed up onto the roof, staring at the sun rising above him 'She said I gotta move forward in whatever way I can… I guess she's right but… I don't really know how…' his musing was cut short by the sound of his phone ringing "Yeah?"

"Mikey? It's Gwen." her voice sounded hoarse.

"Hey, what… what's up?"

"I know it's really early, you're probably busy but… is there any way you can come over? I really need someone to talk to right now, and… there's something you should see."

"Um… yeah, yeah sure, I can be there in a few minutes. Pete gave me your address."

"Thanks." and then the line cut off.

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One quick Stealth Bike ride later…

'Here's the place.' Mikey parked the Stealth Bike in an alley and climbed his way the wall of the house next to him, until he reached a certain window and knocked on it "Gwen you there? It's just me."

There was a pause, and then Gwen opened up the window and revealed herself to Mikey, mainly that she was covered in sweat and looking increasingly dishevelled "Thanks for coming."

"Sure, I figured… I'd be here when you need me." Mike climbed his way into her room and sat on her bed "So… did you hear about the whole, you know…"

"Mutagen canisters falling all over the city, and half of them exploding? Yeah… a lot of people have been confirmed as missing or mutated already… Dr Connors for one, Curt I mean, along with Colonel Jameson… those are just the ones I know about. Pete isn't returning any of my calls either… is he…?"

"...Yeah." Mikey flinched and looked back out the window "He pushed me out of the way right before some tiny Mutagen bomb went off… I got away, but he got transformed into this gigantic Man-Spider thing… now we don't know where he is…"

"I see…" Gwen wiped away as much sweat as she could "That's kind of what I wanted to know, but… there was something I wanted to tell you. Something I haven't told my dad about yet, and that's mostly because he's been out all night dealing with this crisis…"

"Okay…?"

"Well the thing is, something happened yesterday… and a few weird things have been going on since then… I mean, physically…"

"Oh. Oooh." Mikey paused as certain implications popped into his head "You sure that I'm the right guy for this? I mean I'm up to try at least, but I'm pretty sure I know even less than the guys who write Wikipedia do for… you know."

"You don't know, that's why I need to say this. It's nothing like that for the record, trust me I can't even talk about stuff like that with my dad. It's just… I think…" Gwen paused, then let out a sigh "I think it'd be better if I show you."

"Wait no no no, I don't wanna-" Mikey cut himself short when he looked up… and saw Gwen clinging to the ceiling and hanging upside down "Oh. Ooooh. Not gonna lie, that's not where I thought this was gonna go."

"Yeah… it was a real shock for me too… I felt something bite me yesterday, didn't know for sure what it was until all of this happened and then I had a really rough night… then the next thing I knew I woke up in a puddle of my own sweat, and I could do… well, this." Gwen then leapt back down to the ground in front of Mikey "I know this is a lot to take in… but Peter seemed to be taking it pretty well, until you guy called him and… I mean he said we would talk about it later, but… despite everything, I was kind of happy it happened, because…" then the tears began streaming down her face "Becuase I thought that for once, I could stand with Peter and protect him, the way he's protected me all this time… but now…"

Mikey didn't let her get another word out before wrapping his arms around her and letting her cry into the front of his shell "I'm so sorry Gwen, really I am… I don't know how, but I'm gonna help you through this, I swear… May said I had to move forward in some way… maybe this is what she meant… Pete, I doubt you can hear this, wherever you might be… I know I won't be able to replace you, but I promise you this… be it with your Aunt May, Gwen or being a friendly neighborhood superhero, I'm gonna hold down the fort… I'll try and pick up the slack until you come back… Besides, you always tried to fight the good fight no matter the risk, with help or without it, and it's not like anyone else is gonna show up at any point to help us.'

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Meanwhile, with the one who will prove Mikey's point wrong…

'Never gonna get tired of the smell of the open road.' a bulky figure with a mullet-esque hairstyle and a leather jacket made his way into a convenience store out in the country, where he quickly picked up a newspaper, and his eyes narrowed as he read the headline "Explosions and mutations huh… Looks like trouble in the city again, more than usual…"

"You want that paper son?" the clerk shot him a raised eyebrow.

"It's why I'm holding it Bub." the man rolled his eyes as he placed a bill on the counter, along with the newspaper "Add a bottle of water to that too, nice and cold."

"Can't say I blame you. It's warm weather we're having for this time of year." the clerk pulled a water bottle out of the nearby fridge and placed it in front of the man, only for him to snatch it away, followed by the sound of slicing, and then the severed parts of the empty bottle were set back down in front of him "What the-"

"Do me a favor and recycle that for me will ya?" and then the man turned on his heel and left without another word, but once he was outside he paused as a familiar sensation ran through the back of his mind 'I already saw the headline Charles, you don't have to poke around the back of my head like Freddy Kreuger. You know I hate it when you do that.'

"Apologies Logan, but I had to make sure you were aware of the situation in New York. There's no doubt this will result in major changes going forward."

'You mean based on whatever the hell is already going on down there, or how it's gonna make stuff even worse for the regular kind of mutants?'

"Likely both. But one other reason I contacted you was to inform you that Cerebro detected another new mutant signature somewhere in the city, but we weren't able to pinpoint its exact location as of yet."

'Got it, I'll head into the city and see what I can find out. All goes well I'll be there by tomorrow at the latest.' the mental conversation promptly cut short, the man (now known as Logan) leapt onto his motorcycle and took off down the open road, his thoughts drifting as he did so 'And who knows, if my hunch is right then I get the feeling I'm gonna visit an old friend while I'm down there too…'

A/N:

Here we are everybody, the start of the second season of Along Came Some Turtles, and we start things off with one hell of a mutagenic bang. I knew going into this that the Mutagen Spill was going to have a large effect not just on the Turtles' rogues gallery and supporting cast, but now for Spider-Man's as well, not to mention the titular character himself isn't exempt to being mutated.

Adding onto that, time to address the elephant in the room. Yep, Spider-Man has been turned into the Man-Spider, which means he'll be out of the story for the time being. I knew that I wanted to include the Man-Spider at some point in this story, but I wasn't sure when it would be the right time without it feeling forced, and eventually I just settled for the Mutagen spill, given that it seemed like the prime opportunity to introduce multiple new mutants and plot points, which will be seen in more depth next chapter.