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.

36. Metalhead Rewired

(Metalhead Rewired)

Superjoeyf721: Yeah, truth be told I hadn't heard of the prequel comics either until I read about it on TV tropes, the same with the fact that apparently it's supposed to be a continuation of the live-action movie series from the 90's. And yeah, I did ta ke Blue Justice from one of the Sonic the Hedgehog movies. I watched both of them recently with a friend and I t bn , m,hought they were incredible.

Draco Mercer: Thanks, I'm glad to see you liked it. Truth be told I never actually considered bringing Superfly from Mutant Mayhem, but I wouldn't say no to a reference at some point, so we'll see.

Gamelover41592: Thanks, I'm glad to see you liked it, and the team ups are something that I always enjoy doing. Expect more in the future.

Jebest4781: Thanks, I'm glad to see you liked it.

Godzillaboy2021: Yep, the Goblin Nation is finally making their move, so our heroes have their work cut out for them. But don't worry, Spider-Man himself will be back soon enough. And then they'll ward off this threat together.-=-

ElementalDrift: Always glad to see someone else who appreciates the Ultimate Spider-Man series, I personally think it's really underrated. I'm also glad to see you enjoy the story so far. My take on the Goblin Nation is going to mainly be original, you'll see what I mean in time.

ZukahaniMultiColor: Yep, the Goblin Nation being present takes things to a whole new level of bad. Don't worry, Spider-Man will come back in time, raring and ready to help with the fight ahead.

Spectacular Webhead 11: I'm not crazy about that cartoon, but it was what inspired me to make use of the Goblin Nation in the first place, albeit mainly my own original take.

TheIrishman1999: Thanks, I'm glad to see you liked it. I'm taking inspiration from a couple of different sources. I'll check out that video you mentioned too, and I'll keep in mind the comic ideas you brought up. And believe me, you've made your feelings on the Karai issue VERY clear by now. I've got ideas for how I'm going to do her character arc later on, you don't have to worry about that. You have a lot of interesting ideas too, but I can't promise that I'll be using all of them. And yes, I have read Tale of the Yokai Redux before, and it's a good story. Interesting fact about the Grand Theft Auto stuff and Don Vizioso. And actually, that point about Hattori Tatsu appearing early may solve a problem I've been having with this story, so thanks for that suggestion.

5FingerDeathFist: Yeah, I heard a bit about Muse myself, and a rumor that he might be the main villain of Daredevil: Born Again. I'm interested in seeing what they do with him. But for the record, Don Vizioso is NOT on the level of Kingpin, even I know that. Also, that's a fairly interesting fact about the voice actors. Good to know.

C.S. Allen: Thanks, I'm glad to see you liked it. Gwen and Casey had a dynamic that I found was fun to explore, the same with Casey showing off his new gear. At the same time, the Goblin Nation are definitely making their move, expanding their ranks with various supervillains and mutants and the like, such as Slash. The way he's kept in line with them will be seen pretty soon, so wait and see how that turns out.

XaralandoWyattWyatt: Perhaps, keeping in tune with ninjas having to adapt. We'll see how that pans out.

MerchWithaMouth1: I know, I've already seen it. Also not quite how I'd put that scene, but yeah that's more or less my general thought process over that.

Shakespeare RZA: I watched the entire Echo series a few days after it came out, and I thought the whole thing was pretty good too. You're not wrong, there are some similarities between Karai and Echo, so drawing inspiration from it wouldn't be a bad idea when the time comes for that.

Frosty Wolf: Casey is one of a kind, but he can learn from his mistakes. Even if it takes a couple of times to sink in. And frankly I thought Skull Reaper was perfect for him. I figured that a group like the Goblin Nation wouldn't hold back with their tactics, as you'll see soon enough. And I agree with you, let's hope it's a better year.

962 (ch 35): Interesting idea, but I don't want to get too carried away.

Spiral-Voltron-Zero0Q1: Thanks, I'm glad to see you liked it. Don't worry, April won't be away from the Turtles for too much longer, the same with Peter. And trust me, with or without the Kraang, Eddie/Venom has some serious shit to work through with Peter.

962 (ch 16): Well said. Gone but never forgotten.

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Another night came, and snow was gently falling over New York City.

"I have to admit, I didn't see that coming." Ghost Spider cast a look over at Turtle Titan as the two of them drove along a certain street in suburban Queens on the Spider Cycle and Stealth Bike respectively "So superheroes really get discounts on groceries?"

"I didn't see it coming either, but I ain't gonna gripe over free stuff." Turtle Titan gave a shrug as the two of them pulled up to the Parker household before coming to a stop, just as the sound of ringing drew him to pull out his T-phone "Oh."

"Turtle Titan stuff?"

"Nah, just Donnie reminding me about checking out this secret project that's had him so worked up over the past few days. I'm gonna go ahead and guess you know what it is?"

"I figured it out the last time I was filling up my web shooters in his lab, but he asked me not to say anything so it could be a surprise. But I should warn you now, there's a pretty fair chance that you guys aren't gonna be as impressed as he'd like."

"Hey as long as it doesn't blow us up or something, I'm calling it a step up from the last big thing he had going." Turtle Titan gave a shrug, but then his face fell as he cast a glance through the window at May bustling around the inside of the house "Never slows down does she?"

"She never has, but she's really been pushing herself really hard lately, even by her standards. I have to be honest, I'm getting worried."

"Yeah, but I think I get why she does it. It's bad enough about what happened to Pete's uncle, but now it's her first Christmas without Pete either. She's probably trying to keep busy so she doesn't have to think about it." Turtle Titan gave a sigh "It ain't right. I wanna do something to help her out with it, but I don't really know what."

"I feel like I'm kind of responsible for that too. I've been so focused on being Ghost Spider and helping you guys find the rest of the canisters out there, I haven't been paying as much attention to her as I probably should've. I just-" Ghost Spider cut herself short as a familiar sensation rang in her head, prompting her to drag Turtle Titan into the snow-covered bushes to the side of the house, just as a certain car pulled up on the other side of the street, and a figure stepped out and ring the door bell "Okay, I wasn't expecting that."

"You know this guy?"

"I don't think so, but he does seem kind of familiar."

"I'm coming." there was a brief moment before May opened the front door, wiping away a few stray tears from her cheeks as she composed herself "Yes, can I help you?"

"Um, evening Mrs Parker." standing before her was a middle-aged man with brown hair and a thick mustache clad in a suit and a trench coat (Frederick Foswell) as he tried to compose himself in front of her "My name is Frederick Foswell, I work at the Daily Bugle. I don't really know if Peter ever told you about me, but we work… or did work together."

"Oh yes, Peter did mention a fair bit about you. I'd invite you to come in and get out of the cold, but I'm a bit late for my shift."

"At the FEAST centers, right. I heard a little about that. Anyway I appreciate the offer, or the would-be offer, but I'm kind of short on time myself. I just wanted to… Well if this is too much for you, then just let me know. Pete is a good kid, smart with a good heart, he's pulled my butt out of the fire a few times… I can't imagine what you're feeling right now, but it'd ease my mind to know that someone was looking out for me, so…" Foswell paused and reached into his coat and pulled out a check, which he handed to her "Mr Jameson mentioned that he was a little behind on paying Parker for a few of his pictures, and wanted to give him a little something for the holidays. His Christmas bonus in all but name, basically. At the very least you oughta be okay for money for the time being without working yourself too hard, and I know Pete's been worried like crazy about you after that heart attack you had last Thanksgiving. Jameson would've been here personally, but he wanted to stay with his wife after… what happened to his son, so I figured I'd come and break it to you in person. He also asked me not to say anything about all this, something about having a reputation to keep up." he paused, then let out a small chuckle "Same old JJ, probably trying to help get things back to some kind of normal." it was then that he noticed how downcast he look and immediately began kicking himself 'Dammit, why the hell do I say things?!'

"Normal?"

"I'm sorry, I didn't mean… What I meant was-" Foswell was quickly cut short by May holding up a hand to him.

"No, I'm sorry Mr Foswell. This is all very kind of you, truly. Thank you for that."

"Yeah well it's like I said, Peter pulled my butt out of the fire more than a few times. I didn't feel like I'd be able to live with myself if I didn't at least try to repay the favor, at least until he turns back up." Foswell paused again, then glanced up at the snow falling around them "So… did you want a ride to the FEAST center maybe?"

"That… That would be nice, thank you." May gave a small smile as she locked the door behind her, then allowed Foswell to help her across the street and over to his car.

Once they were gone, Ghost Spider leapt out of the bushes and onto the roof of the Parker home, with Turtle Titan following her lead "At least there are other people looking out for her when we can't."

"So you do know that guy?" asked Turtle Titan.

"More like I know of him. He's a reporter that Pete works with at the Daily Bugle, and he's a fairly decent guy. At least May is taken care of for now, but you're not wrong about her spending the holidays alone."

"Yeah… I just wish I could help her out or something." Turtle Titan let out a sigh, but the somber moment was cut short by him pulling out his T-phone "And a lot more if I don't have to deal with whatever Donnie's got going on."

"He's getting angsty isn't he?"

"Yep. I'd better go see what's up, plus Splinter isn't gonna want me to be late for training for the third time this week. So then, I guess I'll see ya on the 26th Gwen. Merry Christmas." TT gave her a quick hug and salute, and then he leapt on the Stealth Bike and took off into the darkness of the night.

'Merry Christmas.' Ghost Spider gave a small smile underneath her mask, but it quickly faded as the sound of her phone ringing prompted her to tap her ear piece "Hey Uncle Mac."

"Hey kid, sorry but I'm gonna be a little late for the whole Christmas Eve dinner thing. I got a bit held up with a last minute work thing."

"That's fair, I actually have something to take care of myself and dad is stuck working late at the precinct anyway because of this big drug ring that got busted earlier this week. Everything okay on your end?"

"Just something they wanted me to look into. You know those Headless Horseman rejects that caused all that hell with the cops the other day? Apparently one of them got spotted, they want me to figure out what they're up to."

"Really? Do you… know what they're doing?"

"Not really as of yet, but I heard from one of my contacts that some kind of exhaust trail they had left behind, leads as far as the Williamsburg Bridge. Why?"

"Just curious. Anyway I have to go, I've got a quick errand to run. I'll see you and Sarah for dinner later." Ghost Spider hung up, then leapt down onto the Spider Cycle and prepared to take off 'Thanks for the tip Uncle Mac. Not how I had planned to spend Christmas Eve, but I didn't plan on getting bitten by a radioactive spider either, so… Work with what you've got, I guess. But still, if this can lead us to where the pumpkin soldiers took Beetle and Snakeweed, I can't afford to take any chances.'

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Meanwhile, with the other group of heroes…

"Alright, just a little bit more and… there we go!" Donnie's face lit up as he finished tinkering with his newest project, and then he turned his gaze over towards the other Turtles "Alright then gentlemen, or just Leo in this case, Raphael, allow me to introduce to you the new and improved Metalhead!"

"...Okay, but why though?" was all Raphael said.

"With input from Gwen, I've been making substantial upgrades to his artificial intelligence, so this will make him the perfect training tool."

"I wouldn't be so sure about that." Leo cast an uneasy look as he drew one of his katanas, with Raphael drawing his own sais in response "Based on what I remember, training with Metalhead usually ends with him breaking something. Like my foot that one time."

"The same goes for Raph, but we still train with him."

"...Okay, fair enough."

"Besides, I programmed Metalhead to simulate dozens of fighting styles, which includes the Foot and the Kraang. I'll also be adding in data from the Goblin Nation once we can get more info on them."

"I don't care if it copies Mikey's foot fungus, let's just do this already!" Raph was the first one to charge at Metalhead… only for his charge to be met with a subsequent charge and uppercut hard enough to send him tumbling across the dojo.

"Let's see you handle this!" Leo charged next at Metalhead, only for his katana to be caught and for him to receive a swift series of kicks to the chest that sent him crashing into a wall "Okay, so he handled it… ow…" and then he ducked to avoid his sword being thrown at him, and took notice of Metalhead giving him a thumbs down "Really?"

"I programmed him to be intelligent enough to speak for me." Donnie was the next one to charge at Metalhead with his bo staff in hand, only for it to be caught and used to hurl him to the ground in an instant, as well as be forced to evade the assault of his laser machine gun.

"Payback time you Terminator reject!" Raph leapt back to his feet and began fending off a series of missile eyeballs being hurled at him… only for Metalhead to fire a rocket fist that grabbed onto Raph by the face and began flying him around the room.

"Okay, so… I call that a success. And an extreme level of catharsis."

"Yame!" Splinter made the call, prompting the Turtles to kneel before him, and then he looked up to see Raph still being flown around the room "Donatello!"

"On it sensei. Metalhead, deactivate training program." Donnie gave the order, prompting the rocket fist to return to Metalhead… but not before dropping Raph to the ground with an audible thud "Sorry about that sensei, but overall I'd like to think that was a pretty successful first test run."

"Successful? Are you kidding me?" Leo shot Donnie an incredulous look "In case it slipped your notice, Metalhead almost ripped Raph's face off!"

"Like I said, successful. But don't worry about it, I've got it all under control."

"And when you don't?"

"Not going to happen."

"Enough!" Splinter was quick to shut both of them up "Donatello has managed to create a truly formidable tool. It is to our advantage to study the techniques of the enemy, but such a tool will have to be used wisely."

"Hai sensei, but-" Donnie was cut short when the speaker inside Metalhead's mouth began to blare loudly "Okay that's not good."

"It better not be about to blow up." Raph grumbled.

"Not that, something tripped the security wires in the sewer tunnels and it's approaching the Lair fast!"

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Meanwhile, with the wayward Turtle…

'Twas the night before Christmas, and all through the town, not a creature was stirring, except the bad guys that go down.' Turtle Titan brought the Stealth Bike to a stop on his way through the streets of New York 'Life's got a weird way of working. You try to do right by your best bud and bros, and end up getting sidetracked stopping the Purple Dragons from stealing of truck full of toys for kids at the FEAST shelter. Upside, kids get new stuff for Christmas and I get to try out the whole Turtle Santa motif. Downside, the guys are gonna be pissed over me showing up late, but I gotta do what I gotta do.'

"Turtle Titan, over here!"

"What now?"

Turtle Titan glanced over to see a shopkeeper running out of his store towards him "What's up man, something wrong?"

"No no, it's just… You work with Spider-Man right?"

"Yeah, he's my buddy."

"Well when you see him, can you tell him that I said thank you for saving my daughter from that group of muggers."

"I don't… He's kind of uh… Wait, when did this happen?"

"About an hour ago. Guys like you are busy, so it probably all blurs together, right? It was over near that theater on 126th and Powell, she called and told me about it."

"Yeah… I'll pass on the message, glad your daughter is safe. Happy holidays." Turtle Titan cast another uncertain look at the shopkeeper, and then he took off down the street as he pulled out his T-phone "Hey bros, change of plans, I'm gonna be a little longer than I thought, something came up."

"That's a dramatic understatement."

Turtle Titan screeched to a halt and looked up to see the hulking form of Venom looking over him from a nearby rooftop "Aw shell, this is gonna be a whole thing isn't it."

"Depends on how things turn out from here." the mask of Venom quickly faded to reveal the face of Eddie Brock, his gaze still hard "Last I heard from Gwen, Pete got turned into a giant spider monster because of the Kraang and their Mutagen."

"Yeah, he did. Protecting me from it. If Pete were back, I definitely would've known about it, at least before you. Something weird is going on here, and I'm gonna figure out what."

"Is that right? In that case, I'm going with you." Eddie's gaze hardened further "You're not the only one who'd wanna see see him, if he really is back."

"If it's really him and not just some creep trying to take the credit." Turtle Titan revved the engine of the Stealth Bike, then paused and looked back up at Eddie "Remember what I told you before? I'm up for giving you the benefit of the doubt because Gwen trusts you, but Pete is my best friend and I know you guys got bad blood, so I'm gonna say it now, give you fair warning and all that.. If he is back and you try something with him, I'm gonna do whatever I can to keep him safe. And I ain't holding back."

"Yeah well… That goes both ways." the face of Eddie Brock once again faded into the mask of Venom as he webbed a line onto a nearby building "Now let's get moving. We have a Spider to track down."

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Meanwhile, with the B plot…

'Okay, so far it's pretty quiet.' Ghost Spider cast a look around as she landed on a rooftop near the end of the Williamsburg Bridge 'No sign of any pumpkin heads or supervillains trying to kill me, which means nothing to go on either. Does that mean Uncle Mac got it wrong?'

"I know what you're thinking, and I know what I saw."

Ghost Spider jumped at the sound of the voice and found a familiar-looking figure in a hat and trench coat standing on the fire escape below her "Um… do I know you?"

"Right, I probably should've introduced myself. Mac Gargan, local PI, good at what I do but I like half the cash up front. Here's my card." he pulled a card out of his coat and held it up toward her, prompting her to snatch it up with a webline "I'm guessing I got the name right?"

"What name?" Ghost Spider read over the card, and once she got to the end of it she went pale under her mask 'Mac Gargan, local PI. Merry Christmas Gwenny. Um… I really oughta get going, bye!" she leapt off the rooftop and prepared to web a line.

"Take it easy kid, no need to blow a fuse." Mac let out a chuckle as he ushred Ghost Spider down onto his fire escape and caught her in a quick hug "You know I'm not a snitch."

'...Is this how Pete felt whenever people figured out his secret? No wonder he was so stressed out all the time. How did you know?"

"I got a few looks at some footage on the news of you going at it, watching your moves on those packs of thugs, not to mention ridiculously nimble. Reminds me of those days I went with you and your mom to the park and watched you go ape on the monkey bars. Pretend I didn't say go ape just then. You were always a quick little thing, a lot more now."

"Well… you guys did teach me a lot." Ghost Spider let out a chuckle as she lifted her mask, revealing the face of Gwen Stacy underneath "I figured try to honor it in some way."

"Not the way I would've figured, but you never do cease to surprise kid. And for the record, if you want me to keep this from your dad, I'm all for it."

"Actually he already knows, thanks to the time he saved me from a pack of spider-hunting robots made to kill me."

"...Not even gonna ask." Mac let out a chuckle as he pulled Gwen into a hug "You look so much like your mom. Dammit, if she could see you now… she'd probably freak the hell out. But she'd be proud as hell of you too."

"I'd like to think she would."

"Never doubt it kid. So you filling in for the other Spider-Man while he's off on sabbatical or something?"

"He… isn't with us right now. Thanks to Mutation Day." Gwen's face fell at the memory, but then she felt Mac tighten his embrace on her.

"Right. Of course it's like you to pick up the slack until he turns back up. A lot of responsibility to deal with in your senior year though."

"I know, but I have the power, so I have the responsibility to use it right."

"Figures you'd say that. I blame your dad. But listen, you get in over your head and you give me a call, I'll come and bail you out. Got it?"

"Got it."

"Good. Now that we got that out of the way, time to show you what my contact helped me track down here." Mac gave a smirk as he pulled out a ball of trash from his coat, and subsequently threw it off the building and towards the river… only for it to disappear before it could hit the water "Call that my way of pointing you in the right direction. Now get moving kid, and be careful. We need you alive and on time for dinner later."

"Got it Uncle Mac. See you soon." Gwen gave him a quick kiss on the cheek, then pulled down her Ghost Spider mask and leapt down towards where the trash had disappeared, feeling a pulse of energy when she put her hand towards it 'This feels like some kind of force field. So they have some sort of cloaking tech. I'd better be careful, no telling what I'll find.' so with a deep breath, she leapt into the force field… only to immediately feel her Spider Sense go off 'What the heck is-'

"Take the spider bitch down!" a group of pumpkin soldiers and flying drones were quick to close in on Ghost Spider, armed with rifles, bazookas and spears.

'Okay, I think I just found what I'm looking for. Uncle Mac is really earning the "best uncle" title for the year so far.' Ghost Spider leapt out of the way of a spear being thrown at her and dealt one pumpkin soldier a sharp kick to the face, then an uppercut to the jaw to another, before finishing off her combination of attacks by latching onto a drone with a webline and hurling it into another drone.

"You're going down you damn dirty insect!" one soldier pulled out a rifle and began shooting at Ghost Spider, forcing her to go on the evasive.

"Spiders are arachnids not insects, at least pretend to care!" Ghost Spider shot a web glob at the rifle to block it, then leapt at the soldier and pinned him to the ground in one swift move "Now since I told you what spiders really are, maybe you'd care to return the favor by telling me where you guys have been getting this kind of tech and weapons."

"We go with the big guys that know how to get the good stuff."

"...So you don't know, just had to be sure." Ghost Spider webbed the soldier to the ground just in time to leap out of the way of a drone hurtling towards her, then landed a roundhouse kick to the face of another soldier coming at her "Seriously though, where did your buddies take Snakeweed and Beetle?"

"You mean those freaks? They get to be part of something much bigger than themselves." one soldier gave a smirk under his mask as he aimed a rocket launcher at her, only for it to instantly be ripped out of his grasp by a webline, followed by a swift backhand to the face that left him sprawled out on the ground, out cold.

'Okay, that's way too ominous to not be a disaster waiting to happen.' with the battle out of the way, Ghost Spider made her way over to where a laptop was positioned among the rest of the equipment being housed 'Some kind of base of operations maybe, or at least one of them? Well either way, maybe it can lead me to some kind of answers.' she did a bit of typing on the laptop until she pressed a particular button, which caused one of the remaining drones to activate and begin flying away 'And we have lift off. Alright little birdie, time for you to take me to your robo nest.'

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Meanwhile, with the A plot…

"This is it." Donnie stopped in his tracks and poked his head out of the sewer tunnel as Leo and Raph (in his Nightwatcher suit) came to a stop behind him "The security trip went off around here."

"Which raises the question, what caused it?" Leo reached for one of his katanas on instinct "You think it's the Foot Bots again?"

"For all we know it's-" Donnie was cut off by the sound of blaster fire in the distance, followed by loud animalistic roaring "Probably something like that."

"Doesn't answer the question of who it is though."

"Get away… Get away from me!" a loud crash erupted as a loud crash erupted as a group of Kraangdroids were sent hurtling through the wall in front of the Turtles , and the dust cleared to reveal a man with brown hair and clad in shredded clothing stumbling his way forward before eventually falling to his knees in front of the Turtles "Don't… Please, don't touch me… I might turn again, I… I don't want to hurt anyone…"

"Easy easy, you don't have to be afraid, we don't want to hurt you." Leo removed his hand from the hilt of his katana and knelt down in front of the man, with Donnie and Nightwatcher staying close behind him "We just want to help. Those guys that you were fighting, we've been fighting them for awhile. We're on your side. My name is Leonardo. What's yours?"

"My… My name is John Jameson…"

"As in Colonel Jameson, the astronaut?" Leo shared a look with the others, then glanced back down at John "You've been… missing for awhile. A lot of people have actually. Do you have any idea how you ended up down here, fighting the Kr- Those guys in the suits?"

"It… It was the day I was released from Ravencroft… My parents had come to see me when I was released, we were gonna go out to dinner to celebrate… I knelt down to pet a dog, and then I looked up and saw… something falling towards me and then… That's about it… My memory is really hazy… and my head feels like it's on fire and-" John was cut short as he began screaming in agony, his body convulsing violently enough to make the Turtles back away.

"What's going on, what's wrong?"

"I… I can't control it… Get away… You have to get away!" John's screaming was accompanied next by him writing on the ground violently, and his body transforming and taking on a white wolf-like form, and then he subsequently let out a long howl… which was quickly cut short as another group of Kraangdroids rushed onto the scene and chased after him, prompting him to take off running into another tunnel as the Turtles ducked to avoid the blaster fire.

"They're heading for the surface, let's go!" once the Kraang were gone and the blaster fire had subsided, Leo and Nightwatcher were quick to take off after John and the Kraang.

"Right!" Donnie took off after the group as well… but not before pressing a certain button on his T-phone.

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A few moments later, on the surface…

"There they are!" Leo and the other Turtles leapt out of the manhole and up onto the surface, just in time to see the Kraang loading an unconscious John into the back of a van and driving away with him "Dammit, they're getting away!"

"So much for that." Nightwatcher let out a groan, then paused and looked at the others "You know I'm kind of surprised he didn't freak out about being found by a pack of giant turtles living in the sewers."

"The guy was being chased by the Kraang and just turned into some kind of giant Man Wolf, I think it's safe to say he's got bigger things to worry about right now. Besides we have to help him, and we have to figure out what the Kraang want with him."

"Yeah I get all that, but how the shell are we supposed to catch up to-" Nightwatcher was cut short by the Shellraiser pulling up behind them.

"I called for backup." Donnie gave a smug grin as he leapt into the Shellraiser, with Nightwatcher and Leo following right behind him… only to find Metalhead in the driver's seat as they took off once again.

"Okay, first question. When did you teach him how to drive?" and then the Shellraiser swerved violently, forcing them to hold onto something "You did teach him how to drive didn't you?"

"Yeah well, he's already a better driver than you. Now pipe down and pay attention, we're about to come up on the van." Donnie turned back to his screen… and immediately recoiled when he saw a set of missile launchers emerge from the side of the van "Okay that's new, and probably really bad. Evasive maneuvers!" that order prompted Metalhead to start swerving along the street to avoid the missiles "Deploy garbage cannon!"

"Now that's what I like to hear." Nightwatcher gave a smirk and began firing the garbage cannon at the van as they rounded a corner, eventually firing the shot that took the missile launchers off the sides of the van "Yep, Kraang rockets can suck on sewer trash any day."

"No arguments here, now pull up alongside so we can get him out of there."

"Now we're really talking. I'm just gonna say it though, this wolf guy had better be worth it when we do this." so Nightwatcher climbed out of the top hatch and onto the roof of the Shellraiser, allowing him to leap onto the side of the van, only for the Kraang to swerve the van and cause him to fall, barely clinging onto the roof with one of his sais, only to see one of the Kraangdroids aiming a blaster at him, though fortunately it was taken out by a blast from the garbage cannon, which allowed Nightwatcher to try and pull himself backup. At least until the Shellraiser rammed into the van hard enough to send it swerving out of controland the Shellraiser into a wall, which would also caused Nightwatcher to fall off of the Kraang's van, sending him hurtling towards the ground… until he found himself being hoisted into mid-air, and subsequently dropped to the ground "Okay, so what the hell just happened?"

"Raph!" Leo and Donnie were quick to leap out of the Shellraiser and rush over to him "Are you okay"

"I'm not a pile of goo on the pavement, so I'm gonna call that a win. No idea how the shell that happened though."

"I think we have an idea of it actually." Leo pointed upwards as he drew his swords, with Donnie drawing his bo staff behind him.

"Spare me the dramatics, I didn't come here looking for a fight." from the skies above, none other than the Vulture, clad in his red and black flight suit, landed in front of the trio "That is to say, not with all of you anyway."

"Yeah well, the feeling ain't mutual." Nightwatcher leapt back to his feet as he pulled out his sais and pointed one directly at the Vulture "Go ahead Pigeon, give us a damn good reason why we shouldn't take your pointy-nosed hole down here and now."

"First off, it's the Vulture, you can at least pretend to care enough to get the name right. Second of all, as I said, I didn't come to pick a fight with whatever the hell you three are. I have my own objective to achieve here."

"In that case, you'd better start shedding some light." Leo pointed a katana at him "What are you doing here?"

"If I'm going to give you any information then you get take your weapons out of my face. I did save the metal one from splattering on the road after all." there was a pause, followed by the Turtles lowering their weapons, to which the Vulture gave a smirk "Smart boys, more than can be said for most of today's youth. If you must know, I work for a certain… group of individuals that work best in secrecy, and work for our own objectives."

"Yeah, it's called being evil."

"You call us evil, as does society, but they were the ones who rejected us for certain measures that were beyond our control. But I'm not here to debate my intentions with you." Vulture's gaze turned hard with anger "There are… other forces lurking in the shadows, one in particular that intends to use any and all pawns he can claim to further his own goals. One who took everything from me as well."

"You mean the Kraang?"

"No, but they are allied with the Kraang as you call them. Some of you have likely encountered them already."

"...The Goblin Nation." Donnie shared a look with the others, then turned back to Vulture "I take it you're talking about the soldiers in the pumpkin masks?"

"Good deduction skills. As I'm sure you've seen, they intend to recruit and and all enhanced beings they can get their hands on, the most current candidate being the wolf man that they just captured, along with many others."

"So you're trying to save the ones they're recruiting?" asked Leo.

"Don't think I'm doing this purely for selfless reasons. I plan to show the wretches in there, one in particular, why Adrian Toomes is not a man to be crossed."

"Hm. Fair enough I guess." Leo studied Vulture for a moment, then looked back towards where the Kraang's van had crashed "We know there's no way for the Kraang to get out of there with the Man Wolf, so we'll deal with you later."

"Funny, I was thinking of saying the same thing to you." Vulture gave a smirk as he leapt onto a lamp post above them "Shall we?"

"Give us one second." Leo glanced over to see Metalhead leap out of the Shellraiser "Donnie, have your sidekick stay with the Shellraiser before he blows anything else up."

"Hey in case it slipped your notice, he stopped the truck. Besides the Kraang know that we're coming, he can help us." Donnie pointed out, followed by Metalhead summoning his wings and just about every weapon in his arsenal "I think that proves my point, don't you?"

"...I don't even care at this point, let's just do this." so Leo and the other Turtles (along with the Vulture) rushed into the garage ready for a fight… only to falter when they realized that no one was there "Okay, even I know that's not right. Probably a hidden door or a secret passage that they used. Fan out." and so the group split up.

"Probably some sort of hidden mechanism to activate it." Vulture began feeling around in a specific spot, only to pause and glance over at Metalhead "Interesting."

"Metalhead, use your scanners to check the interior structure for any hidden rooms or secret passageways." Donnie gave the order, prompting Metalhead to scan the room.

"Very interesting." Vulture glanced over at Donnie "A three-dimensional volumetric scan?"

"The best way for any sort of anomalies in the structure."

"Along with incorporating such a thing into a full automated artificial intelligence, of your own design. Impressive. How did you manage this?"

"You'd be surprised what you can come up with when you live in a sewer and have alien tech at your disposal, and way too much free time." Donnie paused and looked over at Vulture "You said your name was Adrian Toomes right? As in the aerodynamics engineer and the founder of the Toomes Foundation?"

"You've actually heard of me? Not many younger people in this city have."

"Not many people can appreciate the different variations of science. Or science at all if I'm going to be honest, but the design for your Tech Flights is a sight to behold. I actually used them as a form of inspiration for my own set of gliders."

"Did you now? Do you have the schematics for them handy by chance?" Vulture cast a glance down towards Donnie's T-phone and studied it for a moment "So instead of creating an outright flight suit, you repurposed the designed for a hand-operated glider. Fascinating. I'm actually somewhat impressed. And at least you admit to using my work as a basis and didn't try to profit off of something stolen. Shame the same can't be said for a different wretch, or I might not be here today."

"You mean when-" Donnie was cut short by Metalhead landing in front of them and letting out a sound from his megaphone "Nothing? But that doesn't make sense, there would have to at least be tire marks or a seam in the floor, but the Kraang didn't leave any trace at all. Nothing but some junk cars and a crappy vending machine."

"Vending machine hm? I wonder…" Vulture frowned in thought for a moment, then made his way over to the vending machine and began poking around it.

"What are you doing?"

"I've lived a long life dedicated to my work, and one important lesson I've learned from it is that the solution to a problem often lies where you least expect it. Call that something you can take on board for the future." Vulture continued fiddling with the machine until he eventually pulled the door open… revealing a high-tech Kraang control conduit behind it "Case and point."

"A Kraang computer. Finally, someone else who knows how to use a brain." Donnie ignored the looks he got from the others and began analyzing it "Now to see if this can tell us where the Kraang took the Man Wolf. Metalhead see if you can access this database, and it should tell us where they disappeared to." this prompted Metalhead to step towards the conduit and plug one of his fingers into it.

"Okay I'm just gonna say it." Leo was quick to speak up "Are you sure plugging Metalhead into an unknown piece of Kraang tech is a good idea?"

"Trust me Leo, the Kraang processor inside of Metalhead makes him perfectly compatible with their computers. What could go wrong?"

"Just a tip for the future, never say that. Ever." Vulture told him dryly.

"Becuase it means something is about to go wrong?"

"More like because it means something is about to explode." Vulture was met with Metalhead surging with purple electricity, followed by an explosion going off, sending the group hurtling backwards while he grabbed onto Donnie and took flight with his wings "Like that."

"Okay, so tempting fate usually means explosions. Good to know. I didn't expect that to happen though, must have been some kind of energy surge. You okay little buddy?" Donnie leapt back down next to Metalhead and patted him gently, earning a thumbs up… before one of his rocket fists broke off and start flying around the room.

"No no no no!" Nightwatcher dodged the rocket fist as it came at him, and then he breathed a sigh of relief… before it latched onto his face and flew him around the room.

"...Okay, that seems fine to me."

"The only thing about it though." Vulture scowled as he looked at the scorched remains where the conduit used to be "Those creatures, the Kraang I believe you called them, escaped with a new mutant in their clutches, and a potential new recruit for the Goblin Nation. Nothing good can come from that."

"I hate to say it, but you're right. About a few things." Donnie glanced down at Metalhead as he continued surging with electricity "We need to fix this, and fast."

"A point I won't object to. In that case, I suggest you follow me. One of my old facilities isn't too far from here actually, so you can repair your robot there as you like." Vulture handed a card and a radio to Donnie, then

"Do what you have to do. And since we still have a common goal in stopping them for the time being, use this to get into contact with me." Vulture handed a radio to Donnie, then made his way out of the garage without another word as he sprouted his wings.

"...Okay then." Donnie, along with the other Turtles, watched with uncertainty as Vulture led the way down the street, though he quickly turned his concerned gaze back towards Metalhead.

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Meanwhile, with the B plot…

'Alright, now what do we have here?' Ghost Spider continued following the drone up the side of a skyscraper, only to end up passing through another invisible barrier, where she landed on the side of a pole found a group of pumpkin soldiers working on another drone "Huh, you know that cloaking tech is definitely something to behold. You mind if I take a look under the hood?"

"Better question, you gonna live long enough to try?" one of the pumpkin soldiers pushed a button on the back of the drone, sending it hurtling towards Ghost Spider, forcing her to leap off before it crashed into the pole and exploded on impact.

"I'm going to choose to take that as a no. But that's two of those cloaking fields now, I wonder if I can find a way to identify the visual frequencies.' but Ghost Spider was quickly forced to push that thought to the side as she leapt over an attempt to stab her by a pumpkin soldier and kicked him in the face just as several more showed up on the scene, and then she quickly punched out another one before turning to the others "I'm gonna go ahead and guess that your boss isn't here with you. Any idea where I can find him? I think he and I need to have a long talk about his lifestyle choices."

"The Goblin King doesn't need to be bothered with the likes of you!" another soldier attempted to shoot at Ghost Spider with a rifle.

'Goblin King huh? At least now I have a name to go on.' Ghost Spider narrowly avoided the bullets being fired at her, but was quickly met with a spear backhanding her across the face hard enough to send her hurtling across the rooftop, but she managed to recover and trap the last thug with a quick shot of impact webbing 'But whoever this guy is, it's like he's building an team of both thugs and supervillains. Anyway that's the last of them, now to see if there's a way for me to track down their boss.' so with that in mind, she made her way over to where another drone had been stationed 'Another one of those flying drones? I wonder, maybe this is the chance for me to test something out. Now let's see here…' with a breath, she pulled a panel off the back of the drone and reached down towards the circuitry, fiddling with it until a holographic display popped up, with a certain building being highlighted 'Interesting, I'm guessing that's where I would have to go next.'

Unfortunately, that was all the display got to show since the drone suddenly activated and launched into the air, taking Ghost Spider upwards with it.

"What the- Hey come on let go of me, I want to get off the ride!" Ghost Spider gritted her teeth and ripped off the wings of the drone, sending her hurtling back towards the ground, but she was able to latch onto a skyscraper with a webline and swing her way 'Okay, that wasn't fun, but at least I managed to get a location. I'd better send this over to Uncle Mac, maybe he can pull up some old building records and see what they can find out about them. The question is, what am I going to find when I get there?'

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Meanwhile, with the A plot…

"Well it could be worse all things considered." once the group had reached Vulture's designated lab, Donnie plugged a series of wires into Metalhead as he glanced over at the others "The good news is Metalhead's memory core wasn't damaged too badly."

"Which raises the question." Vulture frowned in thought as he glanced over Metalhead "What led to the malfunction in the first place?"

"It seems that the Kraang security algorithms in that conduit were too complex for Metalhead to decrypt, but I should be able to retrieve whatever data he was able to download from the Kraang computer."

"Given that you claimed to have reverse engineer this from some of their technology, it does seem only plausible." Vulture pressed a hand against Metalhead, resulting in a quick surge and one of his arms sticking out, forcing them to recoil.

"That being said, he might take a little time to fix though."

"How much time exactly?" asked Leo.

"In technical terms, I'd say awhile." Donnie was then met with Metalhead's rocket fists flying off and hurtling towards the group, forcing them to duck. "A fairly long while."

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Meanwhile, with the C plot…

'Theater near 126th and Powell, looks like we have the right place. Time to hunt down either a wayward Spider or an imposter.' Venom landed in an alley near where a certain crime scene had been set up and the mask quickly faded, revealing the form of Eddie Brock with the white t-shirt as he stepped out, and quickly got a closer look at the thugs that lay sprawled out on the ground in front of the onlooking crowd 'So they aren't dead, which means that whoever's doing this isn't a lethal protector. Huh… Lethal Protector. I'm gonna have to remember that.'

"Sentimentality and lack of decisiveness… This reeks of Parker's motus operandi."

'One way to find out I guess.' Eddie quickly composed himself as he turned his attention over to a nearby police officer "Excuse me, but what exactly happened here?"

"As far as I can tell, pretty much your standard thing these days." the officer gave a shrug "These guys tried jumping a woman, but Spider-Man swooped in and saved her, beat them all down easy too. Good for him, and good that he kept her safe. I just wish I didn't miss the action."

"Yeah, that uh… that's great. So it was Spider-Man then, you know where he went after?"

"I heard something about a fire somewhere toward the South, knowing him he probably took off to check it out."

"Got it, thanks for the help and Merry Christmas." Eddie took his leave of the scene, then ducked back into the alley and found Turtle Titan waiting by the Stealth Bike "Looks like we got another lead, so our bro can't be too far from here."

"That's if it's really him and not just some cheap knock off." Turtle Titan frowned in thought "I just hope it ain't someone to wreck his image again. Wouldn't be the first time either."

"So what, I've done that before."

"Yeah, but I was talking about that Chameleon dude, master of disguise and all that. You didn't hear about that?"

"Assume that I did. Also that I care."

"Actually ya should dude, he tried stealing the thing you got down there now."

"What thing?" Eddie looked down at where Turtle Titan was pointing at the black t-shirt formed on his chest "You mean… my Other?"

"Yep, Pete told me all about it. He snuck into the lab they were keeping that thing to try and steal it, then Pete showed up trying to get a look at it and found that Catwoman chick trying to steal it too. He fought her off and all, but I guess it kinda… stuck to him."

"...Oh. So that's how it happened. I… didn't know about that."

"Didn't you get a bunch of memories and stuff from it when you bonded?"

"Yeah, it uh… it just didn't show me everything I guess." Eddie paused and glanced over at a column of smoke that was visible in the distance "I think we oughta get going, they mentioned a fire in that direction."

"Right." Turtle Titan revved the engine of the Stealth Bike, and once Eddie had leapt onto the hood he took off towards the smoke "So uh… that whole thing at the lab. It's why you and Pete fell out isn't it?"

"...Just focus on driving." the face of Eddie Brock faded away into the mask of Venom "We have work to do."

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Meanwhile, with the A plot…

"Okay fine, I give the old guy points for letting us raid his fridge." Nightwatcher pulled a pizza box out of the fridge in the corner of the lab and cast a glance over at Leo "But real talk for a second, we're actually okay working with a supervillain called the Vulture?"

"Let's be honest, we're working against the Kraang." Leo pointed out dryly as he took a slice out of the box.

"What do we do if they try to kill us?"

"Which one?"

"Which one is worse?"

"I'm gonna go with the one that isn't actively trying to disintegrate us."

"...Okay, fair enough. For now. Anyway we heard from Daredevil that the Kraang had already finished rebuilding TCRI, so what if they got the portal working again?"

"That's what we need to find out, and since Mikey is off doing god knows what, the more people we have helping us the better."

"Yeah, until he turns on us."

"Believe what you will about me." another voice drew their attention as Vulture made his way into the room, shooting a pointed glare at the two of them "But you would probably do well to keep in mind that I saved one of you earlier tonight, when I could've just let you splatter across the streets. Despite whatever prejudice you may have about me, I do have a certain sense of integrity."

"Well it wouldn't be the first time we've worked with someone who wants us dead." Leo noted dryly "But given your track record, you shouldn't be surprised we have our guard up."

"I never said otherwise, Leonardo I believe they called you? And despite what you may have heard, I'm not some sort of run of the mill supervillain with delusions of holding the world in the palm of my hand." Vulture ducked to avoid a series of blaster fire coming from the next room "I leave that sort of work to my companion, the only difference being he has the vision and power to make it reality, but that's for another time."

"Really? Then go ahead Pinnochio, give us the run down." Nightwatcher rolled his eyes under his helmet "What good excuse have you got?"

"I never said it was an excuse… but I knew the choice I made, and why I did." Vulture gave a scowl as he glanced out a window at the night sky "After all, how would you react if your life's work was rejected by the last chance you had at success, and then ripped out from under you, denying you any sort of credit? Because that's what happened to me."

"Meaning what exactly?" Leo cast a cautious glance at the Vulture.

"That wretch Norman Osborn. He studied my ideas and rejected them, which would've saved my company. Four months later, he announced his own inventions based on my designs, not that he would ever admit it. So I donned the suit you see me in now, and pointed my hatred towards the one who stole from me: Norman Osborn."

"So you were going to kill him?"

"I'm not some barbarian, and he couldn't give me what he owed me if he was dead. I wanted him to give me credit for my designs, and a public apology for stealing my work. But as was his policy, he never apologizes. And then Spider-Man showed up and robbed me of my chance."

"Yeah, he told us about that part. He… never mentioned what your grudge against Osborn was about."

"I never told him, and Osborn would never admit to doing anything wrong. And even if he did, I doubt he'd care." Vulture was met with silence… followed by a series of Metalhead's missile eyes hurtling out of the lab and over their heads, before crashing into a wall and exploding.

"...Okay, I think that's the point to call it. Donnie and I need to talk." Leo turned and made his way back towards the lab.

"That can't end well." Vulture watched as Leo entered the lab, then turned his gaze back over to the Nightwatcher "So let me ask you this Turtles: Putting aside my methods, would you willingly sit aside and do nothing when your life's work is stolen out from under you, and you're refused the respect you worked so hard to achieve?" he was again met with silence.

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Meanwhile, in the lab…

"Donnie, we need to talk."

"What?" Donnie pulled off his welding mask and glanced up at Leo "Can it wait? I'm still in the middle of working out the bugs with Metalhead."

"That's what we need to talk about." Leo's gaze hardened, both of them unaware of Metalhead watching the two of them "You have to shut down his AI."

"Shut down his AI? But that would be like turning off his brain!"

"Face the facts Donnie, he's just too dangerous."

"Compared to everything else we have to deal with? Leo we need him, the Kraang and the Foot are armed up more than ever, not to mention with the Goblin Nation running around…"

"I know, but it's not worth the risk. You know as well as I do that Metalhead was glitchy before you plugged him into that Kraang computer. Plus don't forget that he was taken over by the Kraang once already, what's to say it won't happen again? Are you really sure that you're able to trust him?"

"...Dammit." Donnie's face fell"Maybe… Maybe you're right. Don't worry, I'll go ahead and take care of it."

"Good. And for what it's worth Donnie, I am sorry." Leo patted Donnie on the shoulder and made his way out of the lab.

'Great, now comes the part of science that always sucks.' Donnie let out a sigh as he grabbed a screwdriver turned to get to work… only to recoil when he found Metalhead staring directly at him "Okay, easy little buddy. It's time to fix you up. Just a little reboot, wipe your memory and then you'll be as good as new. I promise this won't hurt a bit." he was about to get to work, but stopped when a rocket fist latched onto his face and sent him careening into the wall with a loud crash.

"What the shell?!" the crash was all that was needed for Leo, Nightwatcher and Vulture to rush their way into the lab and found Donnie sprawled out on the ground "Donnie what's going on, what happened?"

"It's Metalhead, he's gone haywire! Over there!" Donnie directed their attention over toward where Metalhead rushed out the door and slam it shut behind him "And I think he just locked us in."

"Like hell that oversized toaster is keeping me in a cage!" Nightwatcher bolted over to the door and tried to pry it open, only to fail miserably "And he welded the door shut, because of course he did. So much for your robot sidekick not being dangerous, right Donnie? Now he's probably out there trashing the city, it's got enough of that already."

"Look I can fix it, we just have to get out of here."

"Not to worry, I can handle this." Vulture made his way over to one of the back walls and pushed a button, revealing a hidden console "Computer, this is Vulture. Activate override sequence on facility Delta, code Octavius Omega." there was a pause, and then a doorway opened to reveal an alleyway on the other side "Good, now we can go, and I believe your vehicle is parked not too far from here as well."

"You can fix it just like that?" Leo gave a raised eyebrow.

"That's the thing about working for the sort of group that I'm affiliated with, especially when it comes to our leader. Backup plans are his backup plans. Speaking of which, I believe we have a rogue creation to track down."

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Meanwhile, with the B plot…

'Alright, time to see what I'll find here.' Ghost Spider leapt onto the roof of the building and glanced down into the interior to find a large group of pumpkin soldiers crowding around inside, to which she tapped her ear piece "Uncle Mac hey, did you get that file I sent you?"

"You mean the deal on that old building? Yep, turns out it's some old food market. The owner died about a year ago, the building sold a few weeks ago and- Wait a second, something is off about the buyer. Some kind of shell company getting their hands on property all over the city, buying off whole blocks of the stuff. Word is that people who talked about them up and vanished without a trace. A few people asked me to try and track them down, but the trails up and went dry. Whoever these guys are, they cover their tracks fast."

"Yeah, I'm noticing a fair bit of that myself. Whoever these guys are, I'm gonna figure out what they're up to. Wish me luck." Ghost Spider hung up, then looked down at a group of pumpkin soldiers, during which she managed to listen to their conversation:

"So what about the rest of them?"

"They got spots set up and the communication link is good to go. It's only a matter of time from here on."

"Works for me. It ain't gonna be much longer before we become kings of the city."

'Yeah, like that's going to happen.' Ghost Spider wasted no time in hitting both of them with a shot of impact webbing, leaving them pinned to the ground before they could react, and then she tapped her ear piece again as she continued making her way through the base "Alright, I'm back now."

"That was fast. You got anything for me?"

"A little bit from this and from… other sources. This group calls themselves the Goblin Nation, so that's not very reassuring about what their MO is."

"So another psychotic cult or something trying to grab power?"

"That's my guess at least. You still have that journalist friend?"

"You mean Kurtzman? Yeah, he might be able to make something with this material. I'll pass it onto him later."

"Got it, thanks." Ghost Spider hung up and quickly made her way through the halls, until she came across a guard at a certain doorway, whom she took out by quickly latching him onto the ceiling with a glob of webbing 'That's one, and here's hoping and praying to my Spider Sense he's the last of them.' so she made her way through the doors, finding another computer setup, along with gear, lots and lots of gear 'Okay, that has to be a lot of gear, even by the standards of a criminal organization. Forget ruling the city, it's like they're preparing for war.' it was then that her Spider Sense started going off, forcing her to retreat onto the ceiling.

Only a second passed before a pumpkin soldier came in and started typing at the computer, during which he pulled a radio out of his shirt "What's the order?"

"Two of the Blinds we set up have stopped responding, and the female Spider has been seen in your area. Prepare the troops in the event you spot her in your vaccinity."

"Understood, we won't fail the Goblin King like the others have."

'Goblin King, that means I'm definitely in the right place.' Ghost Spider quickly pounced on the pumpkin soldier hard enough to knock him out cold, and then encased him in webbing for good measure 'Now to figure out what it is they're up to.' and so she made her way to the computer and began scouring everything she could find on it 'This is surveillance video from the blind I was at before, and it looks like they have others set up around the city. I'll send this to the guys, see if they can help pinpoint these. So they're gearing up to take over the city then. But the big question is, who's their leader?'

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Meanwhile, with the C plot…

'Okay, time to get some info on this one my way.' Turtle Titan came to a stop in front of a visibly scorched building with a fire truck parked nearby, and found a shaken looking women sitting by an ambulance "Hey listen… did you or anybody else see Spider-Man come through here?"

"See him? I owe him everything." the woman let out a sigh "He rushed in and saved my friend from the fire, I… I thought she was good as dead."

"Yeah, he kinda does that. Hey listen, we kinda got split up dealing with stuff, but I wanna make sure everybody's safe. You have any idea where he went next?"

"I was helping out my friend, but I think he went back up there."

"Got it thanks, give your friend my best. Merry Christmas." Turtle Titan leapt back onto the Stealth Bike and drove it over to a nearby alley, where he found Eddie waiting "Well that seems kinda promising, whoever the fake Spidey is he's helping people."

"Not in the same way though." Eddie's expression darkened "He's not Pete. Not the real one anyway."

"You found something on your end?"

"I talked to one of the fire fighters a minute ago, he said he saw the fake using a fire extinguisher to put out the flames. Plus apparently someone saw him using the fire escape, so he doesn't have any web shooters. Plus I found this." Eddie held up the fire extinguisher in question "I don't suppose you have any idea how we can track him down from here, or is the purple turtle the only smart one in your group?"

"Funny thing about that man. You'd be surprised the kind of stuff you can pick up when you're learning how to track pizza delivery guys." Turtle Titan pulled out his T-phone and gave a quick scan over the fire extinguisher "My bro Donnie made these phones and he put an app on there that lets us track certain stuff."

"Like fire suppressant, which means you can use it to track the chemical signature and lead us to the fake."

"That's the idea. Let's see here…" Turtle Titan scanned the area with his T-phone and began to follow the trail, with Eddie close behind him "Walking normal, no powers and you were right about no webs."

"So what he's doing is pretty much suicidal, got it." Eddie paused and looked at Turtle Titan "So by that logic, isn't it the same for you guys?"

"I take that and raise you 15 years of ninja training under a giant rat."

"...Wow."

"What?"

"Nothing, just… wondering what the hell happened to my life where talking to a giant turtle in tights about training with a giant rat is normal."

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Meanwhile, with the B plot…

'Now what do we have here?' after sneaking her way through the base and taking out most of the guards she came across, Ghost Spider came across another room within the building, which held a high-tech crossbow, which launched a grapple onto a nearby wall when she touched it 'Trigger sensitive, but also sturdy and flexible. I'm gonna have to make a note of this one for a future gadget idea later on.' it was then that her Spider Sense went off, forcing her to leap onto the ceiling to avoid being spotted 'And right now, make a note to avoid being shot at.'

"I have a status update for the higher ups." a pumpkin soldier made his way into the room with a radio in hand "The surrounding bases are online, the remaining blinds are secured complete with operational cloaking fields. Air crafts, drones, ammunition and ratons… We're still missing a few shipments. I'll be sure to look into that, but otherwise we're good to go."

'Not in about three seconds you won't be.' Ghost Spider quickly pounced onto the pumpkin soldier from the ceiling, knocking him out cold on impact 'But seriously, these guys have better equipment than most armies. Whoever this Goblin King is, he has to be rich and have a lot of connections, along with god only knows what else. Now then, where do I go from here, and how well guarded will it be?' she made her way through a large gaping hole in the wall and found a dishelvelled looking doorway on the other side, leading her to pull it open with a webline and cautiously make her way through, only to be taken aback by what she found 'Some kind of research lab? But what's the- Oh god…' she went pale under her mask as she looked over at a desk and found a particular file 'Globulin Green… that's the performance enhancer that Harry was taking last year, what pushed him off the deep end… why he needed to go to Europe to get help… and it's what turned Norman Osborn into the Goblin… If the Goblin Nation has their hands on something like this… Oh god… Is Harry part of the Goblin Nation? Or even worse than that… is he the Goblin King? Pete said that from what he knew, Norman took the Green in gaseous doses to increase his strength, agility and intelligence, but without all of the negative side effects that Harry had… But that doesn't mean any side effects are completely hgone… I'll have to go check on Harry when I get the chance. Now what's this?' she glanced over at the end of the room.

In front of her stood a rifle aimed at a suit of orange suit of armor.

'Strange… were they using that suit of armor as a way to test their weapons?' she poked at the rifle, only for it to go off and fire at the armor… but when the smoke cleared, it was revealed to not even have a scratch 'And it wasn't even scratched. Now that I think about it, that kind of looks the Hobgoblin suit, at least from what Pete and the Turtles showed me. Maybe they were trying upgrade it or probe for potential weaknesses. Whoever is behind this, they've definitely done their homework on the supervillains in this city.' she frowned in thought over this, but it led her gaze to see the scrape marks on the ground in front of her, which prompted her to pull on the suit of armor, opening a doorway learning to an empty elevator shaft, prompting her to crawl her way up through it as she once again tapped her ear piece "Uncle Mac?"

"You got something else kid?"

"Aside from a few unsettling details, I've got a new name for you: the Goblin King. I can't say for certain who he is, but apparently he's the leader of the group."

"Goblin King huh? Sounds a little on the hammy side if you ask me. Any idea what it is this guy is after?"

"Whatever it is, it involves a lot of supervillains, a good number of them having a history with Spider-Man, and they weren't exactly poker buddies."

"Figures. You gonna keep going?"

"I have to. In the meantime, I'm gonna send you a number to… a few friends I've been hanging out with lately. You mind looking into this Goblin King angle and see what you can find, then send it to them?"

"You got it. Just make sure to stay safe in there kid."

"You too." so Ghost Spider once more hung up and continued on her way.

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Meanwhile, with the A plot…

"Okay, so how are we gonna be doing this?" Nightwatcher glanced over at Donnie as the group chased after Metalhead in the Shellraiser "Are we supposed to just follow the cries of terror or wait until stuff starts bursting into flames?"

"Don't be so sure about that." Donnie told him without looking up from his work station "I can tell you for a fact that Metalhead couldn't have gotten very far, and if the tracking device I put on him is still active then… Yes there he is, Leo make a right up here."

"On it." Leo turned at a corner, then brought the Shellraiser to a stop when they saw Metalhead slip through a wall, to which they rushed through after him… only to falter when they saw him enter a porta potty "Okay… Not gonna lie, that definitely isn't what I was expecting."

"And yet on some level, I'm not surprised." Vulture frowned in thought as he touched the ground alongside the Turtles "You'd be surprised what even the most mundane-looking objects can lead to something extraordinary."

"We know what people do in those things, I wouldn't exactly call it extraordinary." Leo opened the door to the portra-potty, only to find that there was nothing there, prompting him to close the door "And somehow this makes even less sense than before. I don't get it, we saw him go in there."

"I did as well, so perhaps it contains some sort of hidden mechanism that activates a trap door inside?" Vulture opened the door to the porta potty again… and recoiled when he saw a portal inside of it "Or that, apparently that's also a possibility. Some sort of interdimensional portal, but I've never seen anything like this before."

"Similar technology to the portals the Kraang uses, so if nothing else this has to explain how they disappeared before." Donnie noted.

"Fascinating. I wonder if…" Vulture frowned in thought and placed a hand into the portal, only for it to start pulling him in, along with Donnie when he tried to grab onto him, sucking both of them inside in a matter of seconds.

"Okay… I definitely wasn't expecting that." Leo shared a glance with Nightwatcher "I can't believe I'm about to say this, but shall we do it your way this time?"

"I thought you'd never ask. Booyakasha!" Nightwatcher charged into the portal, with Leo doing the same right behind him, the porta potty door slamming shut behind them.

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Meanwhile, with the C plot…

"The trail is leading this way." Turtle Titan and Eddie continued following the trail left by the fire extinguisher, until they came across a thug in handcuffs being questioned by police "Eesh, you'd think they'd give it a rest on Christmas."

"Yeah well, they don't." Eddie told him flatly, then looked over at the thug "The guy looks like he's been in a fight. Does the trail lead this way?"

"Yep. Give me one sec." with that in mind, Turtle Titan parked the Stealth Bike and made his way over to the thug "Hey."

"Oh for god's sake, now there's another one." the thug let out a groan "Look I already told your buddy everything, the deal is going down on the roof, no lying."

"Got it, just uh… stay out of trouble." Turtle Titan pointed a finger at him and turned back to the Stealth Bike… only for a black webline to latch onto the back of his shell and yank him upwards, sending him crashing onto the roof "Ow! Seriously man, you could've been a little more gentle than that."

"And you could like you didn't just crawl out of a comic book, and yet here we are. Now shut up and look around." Eddie directed Turtle Titan's attention to where a group of masked thugs were all sprawled out, beaten and unconscious across the rooftop "This guy might not be the real Spider, but if nothing else he's got a few good moves. I looked them over too. Nothing really that serious, they just need pain killers for awhile. Whoever this guy is, he's pretty soft against his opponents, like the real deal."

"Looks like he left the drugs they were dealing too. So even if he's trying something nuts, he does wanna help people."

"So what, leave the cleanup to the cops?"

"They got it from here, we gotta hurry and find this other guy." Turtle Titan made his way over to the other side of the roof, and immediately stopped in his tracks "Found him."

"Seriously?" Eddie poked his head over the edge of the roof and glanced down at the street below to see a figure in a Spider-Man suit posing for a group of civilians "Huh. Well that was a lot easier than I thought he'd be."

"Okay, so people seem to like him if nothing else."

"My pleasure citizens, now if you'll excuse me, I hear someone in need." the fake Spider-Man did a pose and took off running around a corner.

"Yeah okay, that's not Pete. He doesn't talk like that. Nobody talks like that. Except Leo, he's kind of a Space Heroes geek."

"Big whoop, it's basically a rip off of Star Trek- Wait." Eddie's gaze hardened with fury when he saw a group of figures on motorcycles pull up on motorcycles around him "Pumpkin masks? Are those guys…"

"Yep. The nutcases calling themselves the Goblin Nation. We gotta get him out of there, let's move it." Turtle Titan leapt to the ground without mising a beat.

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Meanwhile, with the A plot…

"Crap, crap, crap!" Nightwatcher and the rest of the Turtles fell through the portal and were forced to rebound as they landed, though not particularly graceful "Well that was fun, not doing that again anytime soon."

"Take it from a voice of experience, you get used to it." Vulture came through the portal and gracefully landed on the ground alongside the Turtles, though the group quickly took refuge higher up to avoid being spotted by the Kraangdroids on patrol "I take it those are the Kraang that you've mentioned so much about?"

"Yeah, but we've got bigger problems than that." Leo jerked a thumb to where the portal above them had closed "So now there's no turning back."

"As if there ever was to begin with." Vulture cast a look around "You mentioned the Kraang had come from their home dimension. Is that where we are now?"

"I doubt it." Donnie told him "Based on our experience, the atmosphere Dimension X is heavily toxic, no chance of us being able to breath in there. My guess is that the portal led us to some sort of pocket dimension, or a localised version of interdimensional travel that leads to a more secluded base. The question is, what are they doing here?"

"Take a look up and I'm pretty sure we got our answer." Nightwatcher jerked a thumb up toward a floating containment platform above them, with the Kraang backing Man Wolf into it and using a blaster to shoot a small chip onto his forehead, rendering him frozen in place "And it just keeps getting better."

"Wait until I get out of here!" another voice directed the group's attention to where Slash was being contained on a platform above them "I swear when I get out of here, I'm gonna break every tentacle on your slimy little-" he was silenced by a chip being shot onto his head, which left him frozen and docile.

"...And just like that, this got personal."

"It looks like a prison, and they aren't the only ones being held here." Donnie pointed to the other mutants held in containment fields "I can see Snakeweed and Dr Rockwell, one of the Squirrelanoids and… Oh no… Guys, look up there."

"What is it?" Leo followed his gaze and froze at the sight of on particular platform that housed a hulking spider figure clad in red and blue "Guys, is that… Spider-Man?"

"Mikey started calling him the Man-Spider actually, but yeah that's him." Nightwatcher gave a scowl under his mask "Come on, we're getting him and the rest of them out of here, and we're gonna beat the ever loving crap out of the Kraang while we do it."

"In that case, I suggest we move swiftly and silently." Vulture discreetly flew upwards towards the platform containing Man-Spider, and watched as the Turtles snuck their way upwards and took out the Kraangdroids guarding him "Hurry and find a way to get him out, I'll keep an eye out for more guards."

"Wait, seriously?" Nightwatcher cast a skeptical glance over at Vulture "You're just gonna let us get him out? We're actually supposed to believe that?"

"I told you before, regardless of my actions or intentions I do have integrity, and my grudge is with Osborn, not the Spider. Unless you count the times he beat me into the ground and stuck me in prison. Frankly if I have it my way, he and I will never cross paths again." Vulture turned his gaze away from the Turtles, but quickly caught sight of something else "Besides, I think we have someone or something else to focus on right now."

"Which is?" Leo followed the Vulture's gaze and found Metalhead working at a control console on the ground below them "Metalhead. Is he working for the Kraang now? Dammit, if he just led us into a trap…"

"Wait a second, I don't think that's it." Donnie cast a look around, and the realization seemed to dawn on him "He came here to free the mutants the Kraang had captured. All this time we had thought he was going crazy, but he came here just to save them."

"Yes as noble as that is, I think we have other problems right now." Vulture directed the group's attention to where a group of Kraangdroids were closing in on Metalhead.

"Crap, we've gotta help him!" Donnie wasted no time in drawing his bo staff, launching himself to the ground and beating down the Kraangdroids below, with the Turtles and the Vulture joining him on the ground soon after… just in time for another group of Kraangdroids to show up.

Fortunately Metalhead seemed to have the same mindset, given that he immediately began to shoot down the Kraangdroids with laser machine gun and rocket fists, with the Turtles and the Vulture taking a few of tem out where he could.

"Kraang, release that which is known as the mutant captives that are currently being controlled by Kraang." before the last Kraangdroid was gunned down, he pressed a button on the console that released two of the containment fields… the ones containing Man-Spider and Slash to be more specific, allowing both of them to drop to the ground.

"...Aw crapbaskets."

"The ones that are Turtles must be that which is known as destroyed!" Slash quickly brandished his morning star and pounced at the group, with Man-Spider charging at him right after.

"Spike hold up!" Nightwatcher was forced to go on the evasive to avoid the various attacks of the morning star "Dammit hold on, this isn't you!"

"I think it's safe to say he's not exactly home in there!" Donnie tried to pounce at Slash with his naginata spear drawn, only to be stopped by a thick layer of webs wrapping around him, courtesy of the Man-Spider, which led to him being hurled around and slammed into the ground.

"I gotcha!" Leo was quick to cut Donnie free of the webs with his katanas, though he and the other Turtles found themselves being backed into a corner.

"All mutants will become that which is known as destroyed." the Kraangdroids continued advancing on them, along with Man-Spider and Slash "Exterminate! Exterminate!"

"Well that's comforting."

"Yeah, about as fun as having mutant squirrels in your gut." Nightwatcher noted dryly "So what plan do we go with now fearless leader?"

"I'm open to suggestions at this points."

"Here's a suggestion, not dying!" Vulture swooped in and grabbed Slash's morning star out of his grip and used it to backhand him across the face, sending him hurtling into Man-Spider and both of them crashing to the ground, just as he saw Metalhead beat down a Kraangdroid and use its arm to press a button on the console, causing the chips to short circuit and fall off.

"What the…" Slash took a moment to regain awareness of his surroundings, glancing between the Turtles and Man-Spider, and then the Kraang… and he proceeded to snatch his morning star back from the Vulture and beat down the Kraangdroisd closest to him until they were nothing but scrap metal "So, any of you planning on telling me how to get the hell out of here or do I have to start guessing?"

"Give me a second for that one." Donnie glanced over to where Metalhead was taking out a group of Kraangdroids with his laser machine gun "Listen up Metalhead, I want you to see if you can get a portal open so we can get out of here. That means all of us, mutants too."

Metalhead gave a thumbs up as he turned around and plugged a finger into the control console, causing the containment fields to shut down and a portal to open above them.

"Yes you did it, now it's time to get everyone out of here."

"Along with other things." Vulture pointed to where the newly freed mutants were quickly ripping through any of the Kraangdroids they could get their hands on, to which he ripped apart two of them himself with his wings "I may be an older man, but that doesn't mean I can't enjoy a certain sense of catharsis from this."

"Join the club geezer." Nightwatcher quickly beat down the Kraangdroid in front of him, only to pause when he saw another one holding a blaster to his face "Aw shell."

"Not today!" Slash sent the Kraangdroid flying with a quick swing of his morning star, then gave the Nightwatcher a simple nod before making his way up to the portal.

'Yep, he totally knows it's me… Thanks for that Spike.' Nightwatcher gave a small smile as he watched Slash disappear through the portal, then got back to fighting… just as blaster fire began to rain down on them.

"Exterminate! Exterminate!" the Kraang wasted no time in firing down from a higher level, particularly at Metalhead, forcing him to retreat from the console, causing the portal to shut down in the process "The machine that opened the portal must close the portal!"

"Yes, you'd like that wouldn't you?" Vulture quickly ripped through the Kraangdroids using the talons on his feet, and then he cast a glance over at Metalhead "I'll take care of them, you have to keep the portal open!"

Metalhead gave a simple nod as he plugged back into the console, causing the portal above to open back up, allowing another group of mutant prisoners to slip through.

'Good, now a chance to get the hell out of here.' Vulture prepared to take flight, only to stop when he glanced over and saw the Man-Spider being electrocuted by a group of Kraangdroids, to which he turned away… and then he proceeded to rip through them with his wings, allowing the Man-Spider to climb to its feet just as the Turtles leapt up onto the platform "Just remember this the next time we meet."

"You… You saved him." Leo was the first one to regain his voice.

"Again with me having integrity, and being worthy of the respect that I've been denied for so long by my peers, not to mention society as a whole. Speaking of which, get him and any of the stragglers out of here. I'll take care of the unwanted interruptions." Vulture sprotued his wings and flew back down to deal with the remaining Kraangdroids.

"...Okay then." Donnie watched as the Vulture began ripping through the Kraangdroids, and then he turned back to the Man-Spider "Peter listen to me, you have to fly out of here… For May, for Gwen, all of them… We'll find you and cure you, and get you back to them, I promise. But you have to go, now!"

'Bird man… turtles… friends…?' Man-Spider stared at the Turtles for a moment, then launched a webline into the portal and hoisted himself into it, disappearing into the vortex.

'Sorry Pete, you'll have to wait just a little bit longer. Everybody come on, we're getting the shell out of here!"

"Right!" Vulture latched onto Nightwatcher with his talons and flew up towards the portal, only to stop when he noticed Metalhead staying behind, still plugged into the conduit 'Why is he still plugged into- Oh wait, I see where this is going.'

"Metalhead what are you doing?! We have to go, now!" Donnie glanced down at Metalhead, only to see him pointing up towards the portal "Don't tell me…"

"He has to keep the portal open for the rest of us to escape. He probably figured that out the instant he plugged into the conduit." Vulture watched as Metalhead continued firing his laser machine gun at the Kraangdroids closing in on him, then looked up to see Leo and Nightwatcher leap through the portal "We don't have a choice, he's the only one who can keep the portal open. If we don't go now we may not get another chance."

"...I know." Donnie cast another look down at Metalhead and saw him giving them a thumbs up, prompting Donnie to steel himself and give one back "Okay. Let's go."

"Right." Vulture grabbed hold of Donnie and flew both of them up into the portal, just before it finally closed.

Once he saw that everyone made it through, Metalhead allowed himself to be overwhelmed by the oncoming Kraangdroids, and chose to point his laser machine gun at the conduit… and then he fired, resulting in an explosion.

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Meanwhile, with the B plot…

'Okay that's all of them, but I don't think I'm gonna be alone when I say want some answers instead of questions right now.' after incapatitating the last of the pumpkin soldiers guarding the base, Ghost Spider lowered herself back to the ground and made her way over to a terminal set up in the corner of the room, which she made her way over to and began searching through 'This should prove to be promising. Now then Goblin King, what is it you're planning? I know he's building some kind of big crime syndicate and has ties to the Kraang, but what else? He has a file on Black Cat too… I mean sure she's only a thief, but she helped save Pete from the Kraang. She'd never be part of something like this. He's definitely putting together quite the group though. And some kind of security camera footage?'

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And now to view what she saw…

"Well now, what do we have here?" a figure made his way into a secluded prison-like area, clad in a green body suit but with a purple hood covering his face. He stopped when he noticed one of the prison cells had been opened, and the lock was destroyed "Blaster fire, standard but still very effective."

The sound of mechanical whirring filled the air.

"He's close. That means he's vengeful." the figure paused and glanced down at the ground in front of him, finding the charred corpses of two pumpkin soldeirs lying before him "And he's also ruthless. The question is, what will he do next?"

"This." the answer came in the form of the Beetle soared back onto the scene and began firing at the figure, unleashing a barrage of energy blasts and missiles from his gauntlets, sending the figure staggering backwards from the explosion, and then he closed in on him, until…

"You're vengeful, ruthless and cunning. All of these qualities are considered disreputable by most people." the figure gave a smirk underneath his hood, and in one swift movement grabbed the Beetle by the neck with one hand, and used the other to rip off one of his gauntlets, crushing it in his hand "Fortunately for you, I'm not most people."

"How… How is this possible?"

"As I said, I'm not most people. I see and know things other people can't comprehend. For example, I know that this is far from the best you can do… but what if I could offer you the chance to do even better?"

"Wh… What?"

"It's as I said. As of now, you have one of two choices. You can join the Goblin Nation and serve under me during my rise to the rightful power I deserve." the figure tightened his hold around the Beetle's neck and violently slammed him against the wall, his hand glowing with green energy all the while "Or you can die now, slow and painful. What's your choice?"

"Who… Who are you…?"

"A good question, and I choose to take that as a yes." the figure dropped the Beetle to the ground and gave a smirk "You can refer to me as… the Goblin King. You'll make a fine addition to my ranks for what's to come."

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Now back to the watcher…

'This might be even worse than I thought.' Ghost Spider recoiled at the sight of the footage on the computer, going slightly pale underneath her mask 'The Goblin King isn't just trying to make a team of villains. He's building an army. I have to tell the guys about this.'

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Meanwhile, with the C plot…

"Hey!" in his typical fashion, the fake Spider-Man wasted no time in going up to a group of thugs that were kicking a civilian while he was down "Let him go!"

"Big whoop, we don't give a shit about this guy anyway." unfortunatley, the thugs in question were a small group of pumpkin soldiers, who immediately turned their gaze onto the fake, which allowed the civilian to take off running "The Goblin King will give us all the riches we want when we bring him your head on a freaking pike." and so they readied their rocket launchers and rifles, which immediately caused the fake to back away.

"Woah woah guys, take it easy! I'm not the real Spider-Man!"

"Nope, now you're just a bug splattered on the sidewalk."

"Sorry bro, more like a couple of pumpkins stuffed in a trash can." Turtle Titan leapt down onto the scene, causing the thugs to turn their weapons on him and one of them to grab the fake Spider-Man in a chokehold, but he managed to rip the rifle out of his hand with his kusarigama and yank him forward, allowing him to kick the thug's legs out from under him "So, you guys remember me yet?"

"We get to blow out the brains of another freak in a costume? Sign me up!" the pumpkin soldiers quickly readied themselves and began firing.

"Not happening dudes, not today." Turtle Titan managed to evade the rifle fire and quickly took out one of the soldiers with his nunchucks, during which he cast a quick glance over at the fake Spider-Man "I got this, go ahead and get out of here!"

"And miss teaming up with a real hero? Not a chance!" the Fake wasted no time in dodging a knife from a pumpkin soldier, landing a fist to his gut and then dealing him an elbow to the back hard enough to knock him to the ground, before punching out a second soldier.

"You know you actually got some pretty good moves. You know how to fight?"

"Yeah I'm a black belt, I teach at Chikara Dojo over in Chinatown. I figured that while the real Spidey was gone, I'd go up and help spread the legend a little bit, you know?"

"Hey I'm all for it, the real Spidey is my best friend and I don't like it when people think bad of him. The only thing is that, you put on the mask and you get all the guys that want him dead, and that's kind of a lot these days." Turtle Titan grabbed a pumpkin soldier by the neck using his kusarigama chain and hurled him into a wall, then used it to send two of them crashing into each other "You know if you wanna help out and stuff, you heard about those FEAST centers they have?"

"Yeah?"

"I hear they could always use more help, and maybe teaching people a little self defense would make things a lot easier for everybody."

"Huh. You know that's not a bad idea. And to be honest, I'm kinda starting to see the downside of the mask." the Fake drop kicked the last thug, sending him crashing into a pile of trash cans, and then he breathed a sigh of relief "Man that was kind of scary, I don't know how the real one does it."

"He's had a lot of practice." Turtle Titan let out a chuckle and patted the guy on the shoulder "I get it though, you wanna do your part and help out while he's gone. Frankly I'm kinda doing the same thing. But you gotta be careful about it or you're gonna get hurt, or worse."

"Yeah, I uh… I'm starting to see that now. Relax man, I'm hanging up the suit. Spider-Man no more. That sounds like a good name for a movie."

"Maybe a comic book? And seriously, stop by the FEAST shelter and see how you can help them out. Plus it's like this one lady I know says, you help someone, you help everyone. Plus, I don't think you need a mask to make a difference."

"Oh… Hey that's a good line, I oughta remember that one." the guy gave a grin as he took off his mask, then walked away from the scene.

'Well, that's a good day's work.' Turtle Titan let out a sigh, then glanced up at night sky as snow began falling around him 'Kinda helps with the whole May thing, but… I don't know, it doesn't feel like enough.'

"Went in a little bit hammy on the life advise if you ask me."

Turtle Titan glanced over to see Eddie ride up alongside him on the Stealth Bike "Just trying to say the right thing to the guy, talk him down without crushing his spirit."

"Whatever you say. By the way before I forget, you remember me telling you and Gwen about that time I busted into TCRI with the Defenders?"

"Yeah?"

"Take a look at this." Eddie pulled a flash drive out of the black mass of his t-shirt and handed it to Turtle Titan "Found something in the Kraang's computers called Project Arachnid. Whatever it is it's encrypted as hell, so the Kraang probably won't want anyone figuring out whatever the hell it is."

"Cool thanks man, I'll give it to my bro Donnie when I get back. The holidays needs more of this if you ask me, season of giving and all that. Hey that reminds me, any chance you got any plans for Chrismtas?"

"My only family is dead and the only woman that hasn't turned her back on me at any point is out of town visiting family for the holidays. Short version, I don't have plans. You got something in mind?"

"Sort of. You know Christmas Eve is a time to think about the people who don't have it as good as other people. It's the time we don't think of ourselves, we think about others and how we can help them out. And I got just the ticket, so follow me." he leapt back onto the Stealth Bike and pulled out his T-phone "I just gotta make a call first."

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Meanwhile, with the A plot…

"Crap, crap, crap!" it didn't take long before Donnie and the other Turtles, along with Vulture, were thrown out of the portal through a mailbox, which imploded on itself after spitting them all out… along with the head of Metalhead, lying on the ground deactivated, with Donnie being horrified by the sight "Metalhead… oh no…"

"He saved us. He was the one that saved all of us." Leo pulled himself onto his feet and gave a downcast look at where Donnie was cradling Metalhead's head "You were right Donnie, about him. I should've trusted you from the beginning."

"It's… It's hard to believe, honestly."

"All things considered, Donatello was it? You managed to make something that can only be described as remarkable." Vulture knelt down next to him "To be truly honest, your robot is one of the best pieces of work I've ever seen, and I can tell you from my own experience that when you invent, you learn from each creation, be they successful or total failures. And while this creation proved to be far from a failure, you can also use it as a great learning experience.

"Thanks for that Vulture, really." Donnie gave a small smile, but then his face fell as he looked back down at the remains of Metalhead "I programmed him to be intelligent… but I never realized just how much he had evolved…"

"So will you rebuild him then?"

"Maybe I will… one day…"

"Well until that day, follow your path. It's all we can do." Vulture pulled himself back to his feet, then sprouted his wings as he began walking away from the group.

"And where the shell do you plan to go now?" Nightwatcher glared at the Vulture with his arms crossed.

"I am a man of my word, and I did aid you so long as we had our agreement tonight."

"Let me guess, one of those "we outlived our usefulness" kind of deals? Because I'm not against shoving my sais up your-"

"You remind me of some of the more… impulsive companions of mine. I'm not particularly fond of them. But all of you are… interesting to say the least, and I'm sure my companions would be pleased to know that you played a part in lowering the ranks of our common enemies. I'm sure that you'll yet be useful against them when the time comes."

"You mean the Goblin Nation?" asked Donnie.

"Them and others I'm sure. Just be warned though: If we do happen to be on opposite sides the next time we should meet, I won't hold back." and with that, Vulture took to the snow-filled skies and disappeared into the night.

"Yeah. Neither will we."

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Meanwhile, with the conclusion to the C plot…

'I can't believe he talked me into this.' Eddie shivered slightly as he looked at the logo on top of the building in front of him 'FEAST- Food, Emergency, Aid, Shelter and Training. If nothing else it's a better acronym, but what am I supposed to-'

"Eddie hello, Merry Christmas!"

Eddie suddenly found himself being confronted by May and pulled into a tight hug before he had even realized it "May, hi, Merry Christmas. Right, I uh… I forgot you worked here. I… heard that they could use a bit of help around here, so…"

"Yes yes, I heard you would be coming. Come inside, I know some people that would love to meet you." May quickly latched onto Eddie by the arm and dragged him inside the FEAST center, the door quickly shutting behind them.

"Wait, who did-"

"I take it this is the young man you've told me so much about?" the instant the door shut the two of them were greeted by another figure, a distinctly Chinese man in a suit as he made his way down the stairs "I can already see the potential he has to do good."

"Um… hello Mr…?"

"Right, I should introduce myself. The name is Li. Martin Li. May, would you mind giving the two of us a moment?"

"Of course, I'll be helping out the others in the kitchen. But if you need anything else, just say the word." May gave them both an encouraging smile before rushing off.

"That woman, she truly is an inspiration, always willing to help others." Martin gave a small smile, then turned back to Eddie "You're lucky to have known someone like her for as long as you have."

"Yeah… I didn't always realize it though." Eddie glanced at May's retreating form "And I did a few… things I'm not proud of because of it."

"I think all of us have on some level, and those of us that haven't yet, probably will somewhere down the line. But it's what we choose to do after the fact that matters most, and I personally am a believer . Which brings me to something I wanted to ask you once May told me about you. What would you say… if I were to offer you a job?"

"Wait, you mean… like a real job?"

"I know it probably can't be considered much from a financial standpoint, but it does offer a chance to make a real difference, to help people who need it most. After all, I think May puts it best: If you help someone…"

"You help everyone. It's basically her catchphrase."

"And a good one. So, would you be interested in a position here?"

"I…" Eddie paused and glanced out the window, then looked back at Martin "I… do have one other part time job I'd have to balance, but… I wouldn't be against it."

"I think we can make that work. Very well then Mr Brock, welcome to FEAST." Martin's smile widened as he held out his hand, which Eddie shook… only for both of them to experience a sudden surge of energy that forced them to recoil "Sorry, that uh… must have been a little bit of static cling. So would you like to come to my office so we can discuss further?"

"Sure, but… can you give me a minute? I need to make a call." Eddie quickly walked his way back outside 'What was that, some kind of bio-energy feedback?'

"It was… unsettling, to say the least, and had a strange effect… as if part of us had been sapped away. That man… there is something about him. Something dangerous. Dangerous to us…"

'So don't shake his hand, like with most people you run into on the street.' Eddie cut the internal conversation short when he saw Turtle Titan ride past on the streets outside 'But maybe people like him and May are right… Maybe focus on giving for a little while, instead of hating and just trying to get revenge.'

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Meanwhile, with the wrap up for the B plot…

"Well, that could've gone worse."

Turtle Titan dismounted the Stealth Bike and glanced over to see Ghost Spider pull up into the alley next to him on the Spider Cycle "Same with me, just Christmas patrol and all that. You do okay on your end?"

"That's one way to describe it." Ghost Spider let out a tired sigh as she pulled of her mask, revealing the face of Gwen Stacy underneath "I found a base for the Goblin Nation in this old food market, and I learned the title of their leader. I don't know who specifically it is yet, but they call him the Goblin King."

"Damn. He's going hard on that one."

"Not only that, but he's recruiting all the thugs and supervillains he can get his hands on. From what I can tell he already got the Beetle, and he's strong enough to take him down with one blow and take a few energy blasts without a scratch."

"Ooh. That ain't good."

"Tell me about it, just watching him on a screen made my skin crawl." Gwen shuddered at the thought "The list is pretty extensive too. Forget about building a team, he's building an entire army. It's probably why they captured Sandman and tried to clone him."

"Damn. Any others on the list you saw?"

"I downloaded the whole thing into a few flash drives so I didn't look at it the whole way, but from what I did see Black Cat is on there too."

"Oh. Oooooh. Yeah, that's not gonna be fun for you, cause…"

"Because she kissed Pete once and has a flirty history that oozes sexual tension? Yeah, I know about all of that, trust me." Gwen scowled at the thought, then let out a sigh "But I'm not gonna let that get in the way of doing the right thing. She's in danger and she needs to know it, the same with any other targets."

"Yeah. We're gonna stop these guys Gwen, and we're gonna get Pete back. Together. I promise on my awesome superhero costume."

"I know." Gwen let out a sigh, and then she cringed slightly "Also there's one other thing that I should probably mention… You remember my Uncle Mac?"

"The PI dude straight out of a noir flic?"

"Yeah… he kind of knows that I'm Ghost Spider."

"Oh. You cool with that?"

"Yeah totally, he was actually a really big help with me finding that base tonight, and I know he's gonna be a big help with a lot of stuff for us going forward."

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Meanwhile, with the PI in question…

"Don't worry Gwenny, just stopping off for a pack and I'll be at your place in 20. Alright kid, see you then." Mac stuck his cell phone in his pocket and made his way over to the clerk at the counter of the store he was in, placing a pack of cigarettes in front of him "Just these."

"Mac Gargan the private investigator, I presume?"

Mac turned around and found the form of a young woman with black and purple hair and a pair of glasses standing behind him "Look whatever kind of girl scout cookies you're selling, I keep to my usual. I got a routine and I like to stick with it, alright?"

"Oh believe me, I have something far more important to attend to than that. Though that being said, I know your usual and you could do better with your pick." Subprime gave a smirk as she pushed up her glasses "But putting that aside for the moment, I have something else that I'd like to show you if you have a moment." she pulled out her phone and pulled up a certain piece of footage on the screen… revealing the image of a diner, specifically of a certain blond waitress, and a single Kraangdroid in a human suit watching her from afar, holding a rifle aimed at her, to which Subprime's smirk widened "I have to say, as irritating as I might find people to be, I do admire their dedication to their craft and to making money. As menial and tedious as their lines of work usually proves to be."

"Sarah…" Mac was left frozen on the spot, clenching his fist tightly.

"Sarah. So that's the name of your fiance."

"...What the hell do you want?"

"I want you to call her."

Mac didn't say anything for the moment, he just pulled out his phone and dialed the number "If you touch her I'll rip off your-"

"Mac? Hi hon, what's going on?"

"Hey babe, just checking in. Wanted to make sure you're still okay to come to dinner at George's tonight."

"Yeah sorry about that, I got stuck doing some overtime. Don't worry, I'll definitely be out of here in about a half hour. Maybe I'd take Gwen out for something this weekend, have a little girl on girl time?"

"Sounds great, I'm sure the kid would love that. Listen I gotta get moving, I'll see you there in a little bit. I love you."

"Love you too, later babe." and then the line cut off.

"If you or any of your buddies lay a hand on her, I swear I'm gonna-"

"Spare me the what ifs, I'm here on business." Subprime let out a chuckle as she focused the screen on the Kraangdroid "You see my friend over there? I'm gonna be honest, I don't like to use these kinds of tactics mainly because of how they get so… messy. But we all have to make our fair share of sacrifices for the sake of the big picture."

"So what do you want? Money? Information on a client?"

"Oh believe me, we have all the information we need at the moment, and money isn't of a great deal of interest to us. Your personal connections with certain individuals however, is something we can work with."

"Meaning what exactly?"

"Well let me put it this way…" Subprime's smirk grew even wider "Tell me, how do you feel about arachnids? You know, things such as spiders… or scorpions?"

A/N:

Yeah I know, this chapter took way longer than it should've, with or without me working. Procrastination is mostly to blame for that. But in any case, here it is, complete with multiple story lines and the Turtles and Ghost Spider finding a new, if incredibly uneasy, ally against the Kraang and the Goblin Nation, in the form of the Vulture. Plus I got to show him and Donnie bonding a bit over science, which I just thought would be fun to include, and give a bit more depth to Vulture's actions and motivation.

Also on another note, following the subplot he and Turtle Titan had going, Eddie is now working at FEAST alongside May, under their leader Martin Li… and the two of them experience a strange spark, which is meant to foreshadow something that I have planned later on.

And lastly, there's one last bit of foreshadowing following the reappaearnce of Gwen's uncle, Mac Gargan. I've got some plans for him, but what those are I'll be keeping under wraps for the time being.