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.

42. The Mutanimals Initiative

(The Mutanimals Initiative)

Gamelover41592: Thanks, I'm glad to see you liked it. And I thought it was about time to at least introduce the big leagues like the Avengers.

SuperJoeyF721: Nice job catching my inspiration for this chapter. As far as Technovore's voice actor goes, maybe they just wanted to make it sound really menacing and authentic. That's my guess anyway.

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

C.S. Allen (guest): Yep, that about sums it up. Peter comes back to a surprisingly warm welcome from his classmates, and he and a few others get to meet pretty much the pinnacle of heroes, at least on Earth, in the form of Iron Man and Captain America, while fighting off the likes of AIM and Technovore. Ben also gets moving on his end, and develops some attraction to MJ, along with his own relationship with Mac Gargan, who is now with the likes of Doc Ock's group. And I get what you mean about Jonah, but he's really just being him, and I'm pretty sure it's meant to be more funny than anything else, at least to me.

Matt: I thought it was only appropriate, and nice job catching that.

Spectacular Webhead 11: Thanks, I'm glad to see you liked it.

22jward: When they're ready. These can be done fast or they can be done right.

Guest: Interesting idea. I'll remember that when the time comes.

ShakespeareRZA: Nice use of the quote.

TheIrishman1999 (guest): At the very least I'll make references to some of the locations that you mentioned. Some of them I might include, but I won't make any promises. Fugitoid is on the table for when the Triceratons show up as per canon, though I won't spoil anything that I myself am planning for the future.

5FingerDeathFist: I won't spoil anything… but stay tuned for the time being and we'll see how that pans out. And the origins of Kraang Prime you mentioned are interesting, but we'll see if they pan out here. I've only seen one Mission Impossible movie, but the characters you talked about sound interesting.

TheIrishman1999 (actual account): We'll see how that pans out. And don't worry about it, I get that you guys are enthusiastic about my story. Just pull it back a little bit, okay?

MercWithaMouth1: I actually never saw the Fantastic Four movies, and to my understanding I'm not missing out on much. But I'll see what I can do if that pans out. I didn't know about that spinoff with the Penguin, but it sounds interesting. If it's anything like The Batman was, it oughta be pretty good

JohanPhantom: Good eye, and yeah I'm taking a lot of inspiration from Owl House. Good choice for favortie character too.

Lyoko2003: Interesting idea. But I think we all know that Shredder is far too dangerous to be left alive, given how powerful he is and the influence he has. He did turn the Foot into a global crime empire after all. And don't worry about your tangent, I get being passionate about something like that. I'll keep your ideas in mind, but I'm not going to promise anything.

Guest: Tiger Claw may no longer be part of the Foot Clan, but don't think for a second Shredder doesn't have a backup plan in that regard. You'll see who I mean in the next few chapters.

GTA Godfather: I think Shredder already made it clear that nothing is more important to him than his revenge against Splinter. He does love Karai yes, albeit in his own twisted way, but it's been shown that it's not enough to dissuade him. I have a few ideas for Shredder's fate in this story, nothing too big, but we'll see how it pans out. I know about Tombstone's daughter being the Beetle, and there's a DLC for Spider-Man 2 scheduled to come out… eventually. This does definitely add some comparison to Tombstone and Shredder. And the idea of Doc Ock having a Sinister Syndicate actually sounds pretty cool. I'll remember it for when the time comes.

Anonymous: Well said, but don't forget the likes of Splinter, or Charles Xavier. The latter may or may not have kids, depending on the continuity at least, but he's a father to all of the X-Men in past, present and future. Also I did not know that about Fugitoid. Nice job listing all of the members of the Foot Clan.

C.S. Allen (actual account): Wow, that's… really dark. But I guess that's to be expected from the likes of TMNT.

Spartan 117: Thanks, I'm glad to see you liked it. I'll admit that when I started this story, it took me a bit to see how well these two universes could potentially blend together, but I did my best to do it in a way that made sense. As for your other ideas, we'll have to wait and see. That goes for all of them.

Guest: Thanks, I'm glad to see you liked it. I like the idea of Ghost Rider and Spider-Man meeting, especially after their interactions in the Midnight Suns game. As for when, that's the real question.

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Another night came, and with it another hunt for Kraang activity.

"Alright guys, let's go over this." Leo stood around the island in the kitchen, with Donnie, Raph and Casey gathering around him "We know the Kraang are up to something, but do we have any idea as to what that actually is?"

"I've managed to gleam some info from the Kraang Communicatio Orb." Donnie set down his T-phone for the group to look at "From the looks of it, this is gonna be the big one. The Kraang are planning on making a move for a big facility on the edge of Brooklyn, containing the biggest supply of plutonium you can get in this city."

"And that in itself can't be legal from what I'm guessing."

"Legal or not it doesn't really matter, the Kraang want it and they're gonna make a grab for it, if they haven't already."

"Sounds to me like we got two reasons to go bust some heads." Casey gave a smirk as he shared a quick fist bump from Raph "If you ask me then I say we just head down there and get to the good stuff."

"Guys we're in Harlem, even with the Shellraiser I don't think we're gonna be able to make it there in time if they've already started to make their move. Lucky for us, we've got two people already in the area to chase them down. That's where Pete and Mikey come in."

"That ain't super reassuring." Raph noted dryly "You wanna put Parker with Mikey to try and chase down something like plutonium?"

"Raph-"

"They're already near the area." Leo pointed out "If anything happens they can hold them off long enough for the rest of us to get over there."

"As much as I hate to admit it, Raph has a point." Donnie was met with a few looks of disbelief, to which he let out a sigh "Yeah trust me, I'm not thrilled about it either. Mikey is a lot more mature and serious about this stuff than he used to be, but Peter… he hasn't been in action yet, at least not properly, since we managed to turn him human again. I understand just as much as you guys do about how dire the circumstances can be if the Kraang get their hands on something like that, but should we really be pushing him into something like this so soon?"

"I don't like it either, but Peter already assured us that he can handle this. Besides, with all of the stuff going on right now, I think it's safe to say the city needs Spider-Man back, just as much as we do. And frankly after everything that's happened, he needs to get back into it."

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Meanwhile, with the superhero duo…

"Alert. Kraang must evade those by which Kraang is being pursued." a group of Kraangdroids clad in human disguises were rushing their way across a rooftops with a metallic briefcase in their possession, blasting at one of the two figures pursuing them.

"Aw that's cute, they're firing at me like Stormtroopers. They aim about as well as those things too." Spider-Man swung onto the scene and pounced at the Kraangdroid, avoiding the blaster fire and taking them out with a quick shot of webbing, then tackling the last one onto a fire escape below them "Hey Mikey hurry it up, you wanna get in on this or what?"

"Take it easy dude, I ain't taking a midnight stroll!" Turtle Titan came rushing onto the scene and latched onto the fire escape with his kusarigama, using it to pull himself up… which would cause the fire escape to come loose from the wall it was bolted to, sending it and then hurtling to the ground.

"I gotcha!" Spider-Man leapt up onto the wall and grabbed hold of Turtle Titan as he fell, leaving the fire escape and the Kraangdroid to hit the ground "Times like this you gotta love the Spider Sense. When you're in a fight on the other hand, not so much."

"Any chance your Spider Sense can stop that?" Turtle Titan pointed to where the Kraangdroid was picking itself up and running away with the briefcase "Cause he's getting away."

"Great, the Kraang getting their hands on plutonium, just what we need. Come on, all goes well we can cut them off before they make a break for it." Spider-Man strengthened his hold on Turtle Titan and webbed a line as he swung across the street

"Now this is what I'm talking about!" Spider-Man swung his way across the rooftops of New York City, chasing after a group of Kraangdroids running across the rooftop in front of him with a suitcase in hand… only to look down and come to a halt when he noticed something in the alley below, in the form of several charred corpses of what used to be Kraangdroids sprawled out on the ground in absolute wrecks "What the shell?"

"Eesh, that's brutal even for these guys." Turtle Titan leapt to the ground and took a quick look around at the damage, finding most of the Kraangdroids in wrecks "This wasn't a fight man, this was a massacre. And they had a lot of firepower going for them

"Looks more like a hit and run, and they got a little souvenir out of it." Spider-Man picked up an empty briefcase "Whoever took these guys out stole the plutonium for themselves."

"Ooh… Any ideas what they want it for?"

"Let's see… radioactive substance stolen from hostile aliens with advanced tech and weapons trying to terror form the Earth. That just about narrows it down to somewhere between horrific and catastrophic."

"Okay… any chance of them being on our side?"

"Knowing my luck, I'm gonna have to say no." Spider-Man breathed a sigh as he pulled out his cell phone and took a picture of the wreckage "Sending this over to the guys and Gwen, we'll see what they wanna do about this. Speaking of which, you know what time it is?"

"About ten of 9."

"Crap, I gotta get home before May has another heart attack. All goes well and you can stick around for pie again, then after May goes to bed we can talk strategy and figure out what we're gonna do for this."

"Right, you uh…" Turtle Titan paused and looked at him with a bit of uncertainty "You're up for all of this, right?"

"Yeah, totally. But you know Aunt May comes first for me. I wasn't there for her while I was stuck… you know. Now I'm gonna make up for it. But if I'm gonna be honest, it's kind of a huge shock that she let me out of the house at all. Doesn't matter now though, cause the Spectacular Spider-Man is back."

"Yeah… Yeah, you know he is! Let's do a chest bump!"

"Dude you don't want to do that, it never works out well."

"I really do."

"I got the strength but you've got the hard shell, it's never fun."

"I get it, but I'm kinda fired up right now so I'm banking on the adrenaline to push me through with it. Now let's do this."

"Fine." and so the two of them did a chest bump… only for both of them to end up falling back to the ground with an audible thud "Ow…"

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One quick Stealth Bike trip to Queens later…

"Well I know what my night is probably gonna be." Peter let out a sigh as he finished changing out of his Spider-Man suit and into his regular clothes, complete with the blue shirt and brown pants "Up to my web shooters in the schoolwork I've been missing."

"I thought you got excused from all that stuff?" Mikey gave a raised eyebrow from his place on the roof.

"I got excused from the smaller busy work stuff, I still gotta make up the bigger important things to meet the requirements I need to graduate. All goes well I just do my work as soon as I can and make sure it's done right, I'm not gonna miss out on graduating. Getting dropped a few letter grades on the other hand, we'll have to wait and see."

"...The school system must suck sometimes."

"It really does." Peter let out a sigh as he slipped his way into the kitchen door and stopped in his tracks to find May sitting at the kitchen table with a cup of tea in hand "See Aunt May, home before the curfew. Miracles are bound to happen at some point right?"

"To be fair Peter, beating it by about 10 seconds isn't exactly what I had in mind." May paused, then let out a chuckle she pulled herself to her feet "But I know that you can handle yourself, you have for awhile now. And you always come back, even when…" her face fell as she turned away, only for Peter to pull her into a tight hug.

"Hey come on, I'm not going anywhere. You're the most important thing to me, you know that right? I know things have been… kind of rough for awhile, to put it mildly. But I always come back, no matter what happens."

"I know, it's just…" May paused for a moment as she let out a loud yawn, then gave a small smile "Well perhaps I should be getting to bed soon. Just remember the rules going forward, alright? Stay out until 10, and just call if you're going to be late."

"Right."

"Lovely. I should be getting some rest, but there is a banana cream pie in the fridge, and be sure to tell Michael I said hello." May gave him a quick kiss on the forehead, then made her way up the stairs.

"It's never gonna stop freaking me out how he does that." Peter watched May go into her room and close the door, then turned his head over to the kitchen door "Alright the awkward stuff is over now, and she says hi. And there's pie."

"Cool." Mikey, still in Turtle Titan costume, made his way through the door with much less enthusiasm than expected, glancing up the stairs in the direction of May's room 'She's been through a lot for sure… She ain't gonna lose her nephew again, cause nothing bad is giong to happen to Pete. Not again. I'll make sure of it.'

"Dude you still with me?"

"What?" Mikey looked up to see Peter set down a slice of pie in front of him "Oh yeah, there was talk of pie. Awesome. Anyway we gotta let Leo and the guys know what's up."

"I already texted them while I was changing, gave them the run down on what's going on."

"Yeah that's probably a good call, if I did it Raph would probably just think I'm gonna say it's squirrels with lasers again."

"Remind me again what's got you so freaked out about squirrels now?"

"Trust me man, you do NOT wanna know. Squirrelnoids still haunt my dreams." Mikey visibly shuddered at the thought "So what's the plan?"

"Leo and I are talking about blanketing the area and keeping an eye out. Raph and Casey are going on looking in the alleyways, Donnie's heading for the rooftops and Leo is gonna go cover the sewers. I figured I'd go meet up with Donnie and you team with Leo, sound good?"

"Right, so uh…" Mikey paused and looked at his T-phone, then back at Peter "Or maybe you and I could play it kinda slow. You don't have to push it too hard, you know? I mean you've only been back for what, maybe two weeks?"

"Okay, we're getting into this now." Peter breathed a sigh as he finished downing his own slice of pie "Look I get it, you're worried about me being ready for this after the whole Man-Spider thing. You're not the only one, Gwen and her dad had one of these talks with me too. But I'm up for this, I swear it."

"I know, it's just…" Mikey's gaze trailed back over to May's bedroom door, which didn't go unnoticed by Peter.

"Okay, that's a fair point. I'll stay here for now if it'll make you feel better. I gotta try and make up the school stuff somehow." Peter let out another sigh "But the minute something happens, you call me and I'm there, okay? Whatever happens, I'm gonna be right there in the middle of all of it, no matter how much stuff blows up or laser or bullets fly. I'm good, I swear. Partners, right?"

"...Yeah. Partners." Mikey forced a grin "I gotcha."

"Good. Now if you'll excuse me, I've got… homework. Seriously, save the world and you still have to do algebra." Peter rolled his eyes as he made his way upstairs "Go ahead and finish the pie, then just lock the door on your way out okay?"

"Got it dude." Mikey gave a thumbs up, but as soon as the door to Peter's room closed he was to wolf down the last of his pie and stick his plate in the sink, then made his way out the kitchen door, locking it behind him, and made his way over to where he had parked the 'New plan, meet up with the others and figure this out. All goes well, Pete ain't gonna have to put himself in the line of fire.'

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Meanwhile, with a certain other duo…

"Good, looks like Mikey's on his way." Raph looked down at his T-phone, but then scowled as he read the rest of the message "And Parker's staying home for the hard stuff. Why the shell am I not surprised?"

"Cause the dude got stuck as a giant spider monster for two months." Casey pointed out dryly as the two of them made their way into an abandoned alley.

"So he doesn't know squat about what we've been up to since then. For all we know he ain't gonna be able to keep up."

"Eesh. What's your problem with Parker man?" Casey was met with silence, until he moved to grab Raph by the shoulder and stop him in his tracks "No seriously, what gives? What the shell went down with you guys to get you so pissed off at him?"

"...You really wanna know?" Raph's scowl deepened as he lookd away "Awhile back, before we met you guys and before the whole Technodrome thing went down, we were trying to take down a stealth ship the Kraang sent through. The problem was Karai was in on the whole thing, and at some point she saw Parker without his mask on."

"So… she knew who he was?"

"Yeah. Apparently she tried to ingratiate herself with us, something about getting a couple of weapons from a shipment Shredder was getting at the docks. I came up with the idea to set a trap to try and take Shredder out, and the other guys got on board. It was the only chance we had to take Shredder by surprise, but Parker… he told Karai about it, and the trap failed. He stabbed us in the back and put all of us at risk to save his own skin. Never fessed up to screwing us over either." Raph's scowl only grew deeper "The worst part is I'm the only one who bothered to call him out on it. After everything that's happened, me trying to keep my bros safe and they still keep acting like I'm some rageaholic, but he screws us over and he gets to come back in like he didn't even do anything wrong!"

"Okay, but… did he really?" Casey gave a raised eyebrow.

"What the shell is that supposed to mean?"

"What do you think it means dude? You said it yourself, she knows who he is. I never met them myself, but I got enough brains to know that guys like Shredder finding out who he is means he's flat out screwed, the same with his aunt. I know what went down between him and Venom, so just take a look at that. He tried to keep his family safe."

"Well what about our family?" Raph was met with silence and started walking back through the alley, until Casey's voice stopped him again.

"Look I get it, maybe ratting out your plan to her was screwed up, but frankly if it meant keeping my dad and my sister safe, I'd probably do it."

"Seriously?"

"Hey just because I've achieved a level of badassery attainable only by Casey Jones, doesn't mean the other people in my life have.

think about this. You wanna tell me you wouldn't do the same thing if it meant keeping your bros safe?

Raph said nothing, he just continued walking, with Casey trailing behind him… the two of them unaware of a hulking reptillian figure watching them from a nearby rooftop.

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Meanwhile, on the rooftops…

'Well at least I know I found the right spot.' at the same time, Donnie was making his way across the rooftops until he found a grou pof Kraangdroids, or what was left of them, dismantled and left in ruins, prompting him to pull out a set of goggles with a microscope attached and get a closer look 'And if this carbon scorching is anything to go by, they were taken out by plasma weaponry of some sort, tech that's just as advanced as what the Kraang has. I'd better warn the others about this."

"Eesh, looks like they got their Kraang handed to them."

Donnie looked over to see Turtle Titan pull himself up onto the rooftop in front of him "Hey, I was wondering when one of you were going to show up. So does that mean Peter is going to meet up with Leo?"

"Yeah, uh… The thing is, Pete isn't coming."

"Wait, what?"

"He's looking after May and catching up on school stuff." Turtl Titan paused and pulled back his cowl to reveal the face of Michelangelo "And I don't think we oughta bring him in."

"What? Why?"

"Dude he just got turned human again, what's gonna happen if this goes bad and he gets hurt or something?"

"Mikey you're being paranoid, Peter can take care of himself."

"You didn't see it D… You didn't see the look on May's face or Gwen's when I had to tell them that Pete wasn't coming home. I just… I don't want them to go through that again."

"Mikey, look…" Donnie paused for a moment as he pulled off his goggles, and his gaze softened slightly "Okay, in principle I get where you're coming from. If you're that worried about it then shouldn't you think about talking to the others about it, or at least Peter?"

"I can't do that bro, what if I tell him and it ends up psyching him out? What if it gets in his head and makes him freak out?"

"I feel like you're overthinking this, we need to-" Donnie was cut short by the sound of his T-phone ringing, prompting him to draw it out of his shell "What's up Leo?"

"I found something in one of the sewer tunnels, looks like there was a fight here and the Kraang lost. Badly. Whoever was after them did more than just destory them, they flat out obliterated all of them. They were out for blood… and I think I've got an idea on who it is."

"You found something?"

"Yeah… a spiky piece of a turtle shell, and I've got a good idea of who it belongs to."

"Turtle shell?" Donnie shared a look with Mikey, his expression quickly turning a sickly shade of green "Oh no…"

"Hey D, take a look at this." Mikey drew Donnie's attention to another section of the rooftop that contained more wrecked Kraangdroids, along with something else that caught their attention, in the form of numerous large rupture of ice crystals surrounding the area.

"So the Kraang have some form of ice-based weaponry now?"

"We ain't that lucky bro, cause these things didn't come from the Kraang." Mikey pulled his Turtle Titan cowl back over his face If it's who I think it is, we're gonna be in some deep crud right now."

"You would be wise to listen to the reptile." it was at this moment that another figure dropped down onto the scene in front of them, a large humanoid tiger with a patch over one eye, one of his ears torn slightly, and a blaster on a holster around his waist "Though that does depend on what you choose to do next."

"This is the one then?" Donnie quickly moved to grab his bo staff, with Turtle Titan moving to brandish his nunchucks and kusarigama chain "This is the new mutant working with Shredder you guys fought, that managed to take down Splinter?"

"So you have heard of me. Perhaps I should be honored. You may call me Tiger Claw."

"Yeah, I'll remember that when we start pulling out the big stuff." Turtle Titan moved to attack him, only to be stopped by a blaster immediately pointed at his face.

"As I said, how this unfolds depends on what choices you make. If it were up to me, I would not make fighting the two of you my first choice." Tiger Claw paused as he stowed away his blaster, but moved one hand towards the hilt of his sword "You are likely not aware of this, but I chose to end my association with the Foot Clan. I no longer have a part to play in Shredder's blood feud against you."

"Okay then… so why?"

"Because recent events proved to me that under the Shredder's command, a shadow of disgrace has been cat upon the Foot Clan. It is an organization that I no longer wish to be part of."

"So what are you after then?" Donnie's gaze hardened as he tightened his grip on his staff.

"To do what you reptiles and the arachnids have spent the past year attempting to do from your place in the shadows: eliminate the source of the Kraang."

"Uh huh… but I'm guessing that doesn't mean we're on the same side now." Turtle Titan was met with a low growl from Tiger Claw, as well as an explosion in the distance "Not like we're gonna just forget about you poisining Splinter."

"I do not expect you to. Even without that, betraying my previous allegiance is not the same as accepting yours. You would be wise to remember that." Tiger Claw paused again as he looked away "Though I will admit, I did take a bit of… inspiration, from your modus operandi in dealing with enemies. I am not alone in my quest to rid this city of those abominations."

"So what, you got a team of buddies now?"

"Do not mistake us for being friends. We are four who share the common goal of annihilating the Kraang for what they have done to us." he took a quick sniff and looked towards the smoke rising in the distance "Though I will say, I do not approve of some of their methods."

"Hold on a second." Donnie pulled out his microscope goggles and looked over to where the smoke was rising from, then turned back to Tiger Claw as he began typing on his T-phone with his free hand "But that's plasma-based weaponry. You mean your guys were the ones that did this? Does that mean you're the ones that stole the plutonium from them earlier?"

"As I said, there are those that share the vision of making the Kraang suffer for what they have done to us… even though they are more fervent than the rest of us, for better or worse. But they are dependable in our mission, and that is most important."

"And not the fact that they're stealing dangerous radioactive materials." Donnie gripped his bo staff again, with Turtle Titan moving to grip his own weapons "You know that we're not just gonna let you take off with it right?"

"I expected as much." Tiger Claw let out a low growl as he barred his claws "But don't think I'm going to show either of you mercy."

"Trust me dude, you holding out on us never crossed our minds."

"Then come." Tiger Claw' quickly blocked a series of attacks from Donnie's bo staff and dealt him a sharp kick to the chest hard enough to throw him to the ground.

"Booyakasha!" Turtle Titan launched himself at Tiger Claw and let his nunchucks fly, only for them to be caught and for him to be met with a knee to the jaw that sent him hurtling into the air, but he managed to rebound by latching onto Tiger Claw by the arm with his kusarigama chain, and then follow up by throwing a smoke bomb at his face, stunning him long enough for Turtle Titan to rebound and deal Tiger Claw a roundhouse kick to the face, sending him staggering backwards until he reached the edge of the roof "Sorry kitty, but you ain't gonna lay a paw on my bros or my friends." he moved to land another attack… only to be stopped in his tracks by a series of black tendrils wrapping around his waist throwing him into Donnie, leaving both of them sprawled out on the ground "Okay, ow… Also, what the shell was that?"

"Here's a hint: It's like looking in a mirror, only the fun house kind." it was at this moment that another figure dropped down in front of them, clad in all black with a white spider logo on his chest as he retracted the tendrils extending from his arms.

"Oh man…" Donnie quickly picked himself up, along with Turtle Titan as the two of them cast a look at the figure in front of him "I didn't think we were going to run into you again Eddie, not like this at least."

Sure enough, the black mast retracted to reveal the face of Eddie Brock, and his gaze hardened as he crossed his arms "Don't be surprised, you guys knew how this was gonna work out for us when we made that little arrangement. Me and Pe- Spider-Man have bad blood, no chance of the two of us working together on this without someone getting beaten into a paste. I know what I'd do to him if I had the chance." his face fell slightly at the thought, with the Symbiote covering his body pulsating slightly, but he quickly shook it off as he made his way over to Tiger Claw's side "Anyway I've got a new partner, a new team, and we're doing what that little group of yours couldn't: Wiping out the Kraang. If you're as smart as you like to think you are, you'll stay out of our way."

"You think that's gonna happen?" Turtle Titan ushered for Donnie to get back as he brandished his kusarigama chain, while also pulling something out of his shell "You think we're gonna let you get at him just cause of your little grudge? I ain't gonna let you get to him."

"Yeah, we- I had a feeling it was gonna be like that." Eddie's face retreated into a black mask as he leapt forward and grabbed Turtle Titan by the front of his shell "I say go ahead and come at me with everything you've got, if you think you can."

"Hey trust me buddy… you don't know what I've got!" Turtle Titan drew a smoke bomb and threw it in Eddie's face, stunning him long enough for him to pull something out, that being a small gadget, and threw it right into Eddie's chest, unleashing a powerful sonic burst that caused him to shriek in pain, while also causing the Symbiote to pulsate violently, which allowed him and Donnie to to pounce toward Eddie and kick in the face hard enough to send him hurtling off the side of building and crashing to the ground… only to subsequently be met with a round of blaster fire and a roundhouse kick to the chest that sent him crashing to the ground.

"I told you how this would unfold depended on your actions. You chose poorly." it was at this moment that Tiger Claw jumped back into the fray, stopping an attack from Donnie's bo staff and throwing him to the side "You are fortunate that you are not our main enemy at the moment, but be warned that if you try to impede us in our mission, the four of us will not hesitate to do what we must to remove you from the equation."

"Hold on, the four of us?" Donnie's gaze hardened "What's next, we find out that you joined up with the likes of the Vulture and his group?"

"Not exactly."

"Rokka rokka." it was at this moment that two new figures showed up on the scene in an orange flash of energy, one of them being a large reptillian figure with an orange skull design on his chest and the other being a hulking turtle figure carrying a morning star, with the former taking the chance to throw two small devices to Tiger Claw "Mission accomplished. Slash and I got what we came for."

"Excellent."

"You're working with the Newtralizer and Slash?!" now Donnie and Turtle Titan looked flat out horrified as they shared a look 'Okay, that is DEFINTIELY not good.'

"So you got two more turtles with you huh?" Slash gave a smirk as he took a few steps forward with his morning star in hand, and he looked over to see Eddie use a set of black tendrils to pull himself back up onto the rooftop "You made the right call ditching them when you did Brock, with how they operate they probably would've betrayed you in the end, like what Raphael did to me."

"Not really how I remember it." Eddie told him dryly as his mask retracted "Pretty sure you're the one who hunted them like something out of Hunger Games and we ended up beating the crap out of each other."

"He chose them over me, that's enough of a betrayal in my book."

"Enough talk, remember to focus on the task at hand." Tiger Claw received a small device that was thrown his way by the Newtralizer, with Eddie receiving one from Slash, and then the four of them disappeared in orange surges of energy.

"Oh man…" Donnie watched as the four of them disappeared, then helped Turtle Titan back onto his feet "You okay Mikey?"

"Yeah, just… my everything." Turtle Titan let out a pained groan as he and Donnie locked eyes for a moment "Pretty sure we're in deep crud right about now."

"That's pretty much my interpretation of this." Donnie paused as his T-Phone began ringing again, and he pulled it out "Raph?"

"Casey and I just found out who's been attacking the Kraang, and I think it's safe to say we're in pretty deep trouble."

"We already know, and based on what we saw on our end, that trouble goes way deeper than you think it does."

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After that thrashing, the group moved to rendezvous and recover in the Lair.

"Okay, that… could've gone a lot better." Mikey let out a pained groan as he sat down at the island in the Lair's kitchen, sporting a number of visible bruises "Yep, just about everything hurts right now…"

"Not to mention the possible internal bleeding." Leo sat down next to Mikey and placed an ice pack on the bruise on his head "You shouldn't have gone half cocked agianst the two of them like that Mikey. Tiger Claw was able to hold his own against Splinter from what I heard, and then there's Venom… I think that's pretty self explanatory."

"I know, I just… We gotta stop them before anyone gets hurt."

"Anybody as in, you mean Peter don't you?" Leo was met with silence "Donnie and I talked when we got back to the Lair, he told me some of the things you said. I know you're worried about him being back in the field, trust me I get it, but this is serious stuff and he wouldn't want us to keep him out of it."

"I don't really think of it as leaving him out of it."

"And what do you call it?"

"Including May in keeping her nephew and Gwen keeping her boyfriend without him getting crushed or blown up to death by Kraang stuff. Or Venom."You know they've got bad blood Leo, and we know what Venom can do. Pete's the one he's after, if they meet up like that…" he trailed off and shuddered visibly at the thought.

"Mikey, you were fine with this when we went to meet the Avengers and had to fight off AIM and that Technovore creature. Why is this only hitting you now?"

"I don't know, I just… I didn't really think about it until I saw him and May, and then it kind of just hit me. You saw how broken up she was after he got mutated. I don't want her or Gwen or any of them to hurt like that again… and I don't wanna lose my best friend again."

"...Come on, let's meet up with the others." Leo pulled Mikey to his feet, and the two of them made their way out into the living room area to find Raph, Casey and Donnie already waiting for them "Okay to give you the short version, right now we've got four crazy mutants running all over the city blowing up the streets. We need to find a way to take them down before anyone gets hurt."

"I think we should shadow the Kraang until they show up." Raph offered from where he was gearing back up into his Nightwatcher suit.

"Maybe, but we can't afford to split up again. I think we've already established that none of these guys are the type we can take one on one. Donnie, what do you think?"

"I've already got this one in the bag." Donnie pulled out his laptop and began typing away at it with the others looking on "Since Venom, Tiger Claw, Slash and Newtralizer are using the stolen plutonium to power their teleporters, we can look for traces of residual radiation."

"Okay good, we have a plan. And follow up question, any chance you can send that map to our T-phones?"

"Yeah sure, just give me a second and I'll forward it to you."

"Great, thanks. Everybody gear up, all goes well we head out in 10 minutes at most." Leo then walked away from the group, pulling out his T-phone as he did so 'Okay good, already got that tracker from Donnie… Now to forward this to Peter and Gwen… If you think you're ready for this, follow the tracker and meet up with us… Sorry Mikey, but we're gonna need all the help we can get for this one.'

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Meanwhile, with the villainous foursome…

At the same time, a small group of Kraangdroids were patrolling one of their hideouts, only to stop in their tracks at the sight of Eddie, Tiger Claw, Slash and Newtralizer teleporting onto the scene in front of them "Intruders! Kraang must warn-"

"You're warning nobody!" Venom grabbed one Kraangdroid by the torso and slammed it into the ground, with Newtralizer blowing the other droid's head off its body, before both of them did the same disgusting thing: they stuffed the Kraang (as in the brains themselves) into their mouths and downed them in a single gulp "A little starchy, but still pretty good."

"Depends on who you asked." Slash looked fairly disgusted at the sight, with Tiger Claw fairly disturbed himself "I'm the giant turtle with the big-ass spikes on my back, when the shell did I turn into the normal one on this team?"

"Hey, we've told you about this like six times." Eddie's black mask retracted to reveal him aiming a scowl at Slash "We need phenethylamine because it fuels us, it can be found in brains and the Kraang have them in abundance. Also chocolate, but I don't exactly carry a lot of cash on me. I don't know what the hell his deal is with them." he jerked a thumb at Newtralizer "My guess is he just gets off on it."

"They serve as spoils of my life's goal, to make them suffer. Rokka rokka." Newtralizer gave a smirk as he grabbed the downed Kraangdroid in front of him and crushed it in his giant hands for emphasis.

"...Yeah, and you think I'm the one with issues? I mean I am sure, but I've got an alien Symbiote living in my head. What's his excuse?"

"Enough chatter, we have to focus on the mission at hand." Tiger Claw quickly drew the group's attention back to him "First we have to locate the Kraang's means of communications in this hideout, then K'Vathrak will connect to their system and download the data we need."

"Got it."

"Then we get to the fun part." Newtralizer's smirk widened "After that, we get to blow this place to rokka rokka."

"You talking about blowing this place up?" Eddie shared an uncertain look with Slash "That's too risky, any innocents outside could get caught up in it."

"You're getting to sentimental." Newtralizer let out a low growl "You remember the day that all of us met, and the vow we took? You remember what the Kraang did to us? What they took from all of us? I do."

"I'll never forget. Not even for a second." Eddie looked up at the night sky, his expression turning solemn "My parents… Pete's parents… the plane crash that took them from us… The way my life has turned out because of them… It was the Kraang. It was always the Kraang. They set the course for me becoming who I am now." then his expression darkened "And it's about to be what makes them suffer."

"They imprisoned me and tortured me, so I made a vow that I would never rest until I annihilated all of them."

"You're not the only one." Slash let out a low snarl as he gripped his morning star "They made me into one of their pawns, them and those little pumpkin freaks working for them. Then they captured me again and made a fool out of me.

"I understand how all of you feel, truly I do." Tiger Claw looked down at his claws and gripped his fists "It was because of them that I lost everything. I home, my humanity, my family. They are the ones responsible for what we are now."

"They deserve to suffer, and we'll make them suffer. At any cost." Newtralizer turned to face the rest of the group "You all agree, don't you brothers?"

"We do my friend. All of us do." Tiger Claw looked over to see nods of confirmation from Slash and Eddie, but then turned his gaze back to Newtralizer "But they speak the truth. As much as we despise the Kraang, we will NOT be resorting to their methods to complete our goals. Our mission remains the same, but I will cover you as we search for their communications. Slash and Brock, the two of you will scout outside and search for any civilians and ensured they are cleared of the area. Understood?"

"Got it. Let's move kid." Slash was quick to take off out the window, with Eddie following his lead via a set of tendrils, taking route on the outskirts of the warehouse in silence.

That is, until Eddie spoke "You're not wrong you know."

"Say what?" Slash gave a raised eyebrow.

"About what you said, the Turtles probably turning on me to protect Spidey. It ain't that hard to guess at, given the whole thing me and Pe- Spider-Man have going. They'd pick him over me in a heartbeat, I know that for a fact."

"Hm. Yeah. You got one guy you think of like a brother, then one thing leads to another, and the next thing you know you're at each other's throats. Seems like things will never be the same with the two of you again."

"Nope." Eddie paused and his face fell "No matter how much you might want it to. It doesn't erase the things he's done. Or the things you've done."

"No arguments here." Slash paused as he looked around at the streets below, then broke the silence as he turned back to Eddie "You ever thought about us having a team name?"

"What?"

"You know, having a real name like our team, like the Defenders or the Fantastic Four."

"Not since the last time you brought it up, when you tried to call us the HACKs."

"Haters Against the Cowardly Kraang, it made sense in my head. But yeah, I heard it when I said it out loud. I've got a better one this time, I swear. Unless you're against us going with Mutants Against the Aliens."

"MAA? Pretty sure we'd get sued or something."

"Fine, then how about we call ourselves the Mighty Mutanimals?"

"...You know what, I actually kinda like that one."

"Finally! I told Tiger Claw it had a ring to it."

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Meanwhile, with the group of heroes…

"Okay guys, stop right here." Donnie led the Turtles and Casey across the rooftops until he came to a stop on the ledge overlooking a certain warehouse, prompting the rest of the group to do the same "I think this is the place."

"You sure about that?" Leo received his answer in the form of blaster fire ringing from inside the warehouse, followed by a Kraangdroid being thrown out a window below and then climbing back in "Okay nevermind, I withdraw my question."

"You guys, take a look up there." Casey drew the group's attention to where Slash and Eddie could be seen searching around the rooftop of the warehouse "Looks like we got two freaks up there, and I think we know where to find the others."

"Okay, so all goes well we can divide and conquer." Leo turned back to the rest of the group "If we're right then that means we'll be facing the likes of Tiger Claw and Newtralizer in there, so we have to hit them hard and hit them fast. But we've already learned the hard way that they aren't to be taken lightly, so be careful. Understood?"

"Yeah trust me bro, we got it." Turtle Titan gave a single nod as he kept his gaze turned towards the targets in front of them, Slash and Eddie in particular, before the group chose to advance into the warehouse.

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Meanwhile, inside the warehouse…

"You will not have your way abominations!" Tiger Claw wasted no time in ripping through the group of Kraangdroids coming at him, either cutting them down with his sword or blowing them to bits with one of his blasters, until there was nothing left "Have you found it yet?"

"Rokka rokka, I just located the Kraang Communication Orb. Excellent, this is exactly what I was looking for." Newtralizer wasted no time in making his way over to the console housing the Kraang Communication Orb and plugging his armor into it, allowing him to see the information it was holding… but not Tiger Claw.

"Do you actually intend to reveal your plan to us at any point?"

"I will. In due time."

"I do not feel reassured." Tiger Claw paused and took a sniff of the air, then let out a growl as he tightened his grip on his weapons "Be ready, we have more opposition."

Sure enough, it was at that moment that Leo and the other Turtles, along with Casey, dropped down into the warehouse, the former quickly drawing his katanas as his gaze fell onto the two enemies in front of him "I'm guessing that's Tiger Claw, the assassin with the Foot Clan you told us about?"

"Yeah, but apparently he checked out of the Foot." Turtle Titan gripped his nunchucks and his kusarigama chain "That's what he said anyway."

"Doesn't really matter, if he's with Slash and Newtralizer then he has to go down. Remember what I said, once we do this we have to hit him hard and hit him fast. Now let's go!" and so the five of them charged into the fray.

"So be it then. I expected it would come to this eventually. You focus on getting the information you need from the Kraang's systems, while I deal with the reptiles." Tiger Claw gave a single nod to the Newtralizer as he reacted to the Turtles' offensive, blocking Leo's sword with his own and grabbing Raph by the wrist to stop his sai, hurling them both in opposite directions and sending them crashing to the ground "Shall the rest of you come next?"

"Gladly!" Donnie leapt at Tiger Claw from behind and pounced onto his back, then moved to strike him in the face with his bo staff, only for it to be caught in his teeth and for him to be sent crashing down onto the bottom floor of the warehouse.

"I take it you desire a repeat of our earlier encounter then?"

"Here's what we desire: These things blowing your face off!" Casey swooped onto the scene next, hurling a barrage of metal pucks at Tiger Claw that unleashed small bursts of flames upon impact, forcing him to retreat a short distance, and then Casey moved to follow up with his metal hockey stick aimed at Tiger Claw's head… only for it to be stopped thanks to him being grabbed by the wrist.

"Detonating projectiles that generate flames. Interesting. But as I'm sure your generation has said at least once, fight fire with ice!" Tiger Claw dealt Casey a swift palm strike to the chest hard enough to send him hurtling backwards, and then he pulled out his other blaster and fired a few freeze bullets at Casey, until…

"I gotcha bro!" Turtle Titan quickly pulled Casey out of the way with his kusarigama chain, leaving the freeze bullets to hit the ground and leave ice ruptures in their wake, while he shot a glare at Tiger Claw and readied himself as he pulled on Tiger Claw with another chain by the arm and began yanking him forward "You ain't touching my bros or my friends, none of them! The same goes for the rest of your buddies!"

"We shall see soon enough." Tiger Claw hardened his stance to stop Turtle Titan from pulling on him just as Nightwatcher advanced on him, though he managed to use his sword in his free hand and fend off the series of attacks, only to look up in time to see Leo pounce at him from above with a sword pointed at him… Though he managed to pull on the chain hard enough that Leo ended up hitting it instead of him, with Turtle Titan being sent hurtling across the warehouse, while Tiger Claw managed to fend off a series of attacks from the other Turtles and Casey with ease, sending all four of them crashing to the ground in simultaneous heaps.

"Get the shell away from my brothers!" Turtle Titan pounced back at Tiger Claw and managed to smack him across the face with his nunchucks, then moved to follow up with another attack, until…

"Time for round two!" this was when Slash suddenly teleported onto the scene, with Eddie right by his side, and quickly smacked Turtle Titan straight across the face with his morning star hard enough

"Rokka rokka!" this was when the Newtralizer suddenly teleported onto the scene, along with both Slash and Eddie, and quickly backhanded Turtle Titan across the face with his tail, sending him crashing to the ground near where the others were regrouping, and then he followd up by throwing a metal disc at them that embedded itself in one of the supports above them "Rokka."

"Excellent, now let us regroup s and plan our next move." Tiger Claw activated his teleporter and disappeared, with Newtralizer and Slash following immediately after.

"Right." Eddie was about to do so as well, but paused as he looked over at the group, and his black mask gave way to reveal his face, his expression solemn "For what it's worth… It was actually kinda nice working with the lot of you for as long as I did. Now you'd better hurry and go, you've got about 20 seconds at best." and then in another orange flash, he was gone.

"Holy mother of shell, RUN!" Donnie made the call, prompting the five of them to take off out of the warehouse as fast as they could.

"Come on guys, keep moving!" Turtle Titan chased after the group and made it out the window just as the building went up in flames, albeit with a piece of debris hitting him in the back of the head and knocking him to the ground, with another larger piece of debris coming towards him, prompting him to try and cover himself… only for nothing happened, to which he looked up and saw the debris suspended in webbing "Okay… didn't think that was gonna happen."

"Yeah well, I didn't think think I was gonna get shafted in the middle of a crisis." it was at this moment that Spider-Man and Ghost Spider dropped down onto the scene, the former quickly pulling Turtle Titan to his feet "First question: You okay?"

"Yeah, yeah I'm good."

"Good. Now I can get into this without feeling bad." Spider-Man levelled a glare at Turtle Titan as he pulled off his mask, revealing the face of Peter Parker, thoroughly pissed "What the shell are you doing man?"

"Nothing much, just trying to do the superhero thing." Turtle Titan forced a grin as he pulled back his cowl to reveal the face of Michelangelo.

"Uh huh. That why you decided to cut us out of it?"

"Like you would've been much help over it anyway." Nightwatcher grumbled, only to be met with a shot of webbing over the mouth.

"Hate to be that girl Raph, but there's a time and a place and this isn't it." Ghost Spider turned her own gaze toward Mikey as she pulled off her own mask to reveal the face of Gwen Stacy and prompting shot him the Look "Mikey you do realize what you're doing, leaving us out of things as big as this is a really bad idea."

"Okay guys, I get you're upset but-" Mikey was promptly cut short by Gwen turning the Look back onto him.

"Yeah I'm pissed, but that's not the problem. You and I need to talk, like for real." Peter was quick to grab Mikey by the front of the suit and pull him up onto a nearby rooftop, with Gwen, quickly following (the other Turtles and Casey being left on the ground), and then he set Mikey down in front of him "There, now let's have that talk. No screwing around."

"Okay, no screwing around, I get it." Mikey let out a sigh "But first off, how did you figure out we were out here?"

"I'm the Spectacular Spider-Man, I know how to figure stuff out."

"Ahem." Gwen turned her Look in his direction, earning a reluctant sigh.

"Okay fine, Gwen and I found out after Leo texted us the details and I tracked your phone. Now you wanna tell me why you tried cutting me out of this whole thing?"

"Look okay I get it, I should've let you guys in on this stuff. I just…" Mikey fell silent for a long moment, before he finally hung his head and let out a whisper "I was scared."

"You were scared?" Gwen's expression softened slightly as she took a step forward "Scared of what exactly?"

"About you guys getting hurt… about Pete getting hurt." Mikey finally raised his head to look at them, the Turtles and Casey looking on in the background in silence "This ain't just another thing with the Kraang, we've got a bunch of other to fight off… like Venom." that was enough to make both Peter and Gwen stiffen "Espcially you Pete. I know you and Eddie have a lot of bad blood going, and he's so strong and fast and you couldn't beat him before. I didn't want May to lose her nephew again, or Gwen to lose her boyfriend, I saw how much it hurt them when you got mutated… And I didn't wanna end up losing my best friend again. It hurts a lot man, it really does."

There was a pause, and Peter took a few steps towards Mikey, his own gaze softening, if only slightly "Why didn't you just say something to me about this before?"

"I guess I just… didn't want you to think I was wigging out, or that I didn't think you could handle yourself. And I didn't wanna end up getting in your head and make you start doubting over all of it."

"Oh. Yeah, I kinda get that." Peter let out a sigh as he sat down on the rooftop, with Mikey and Gwen doing the same on opposite sides of him "I don't remember everything that happened while I was stuck as that giant Man-Spider, but I do have a couple of flashes here and there. It was kinda like I was in a fog of memories, the ones I have and the ones picked up by my giant spider side. It's pretty hard to piece it together. It's been pretty rough for me trying to catch up on everything that's happened since I've been… well I don't want to say gone but… Anyway, I'm trying to embrace my fear instead of just running from it. I can't forget what happened, but I can accept it on some level, and maybe it's gonna make me stronger."

"So… just accept it and try to move past it?"

"Something like that. And I get what you were going for man, I do. But one thing I learned from a very wise woman awhile ago is that, I need you to let me make that choice myself." Peter cast a look over at Gwen, then turned back to Mikey "I know it's a big risk for me to go back into the field when I'm still trying to catch up on what I've missed, and after what happened. But that wise woman made me realize that I'd rather face it with my friends. My teammates. And my partners. Okay?"

"...Alright. I'm with you." Mikey gave a small smile as he and Peter caught each other in a bro hug "Now let's do this, we got some crazy mutant guys to go kick the crap out of."

"Works for me." Peter gave a smirk, but paused as he looked over at the others, and then his gaze hardened "But you're not wrong about one thing. Me and Venom… Eddie… We've got a lot of bad blood that we have to work through at some point. And I think now might be the time to do that, for better or worse. Assuming I can actually get through to him."

"I'm with you guys too." Gwen took a step towards them "Whatever happens, I'm staying with you guys through all of it. And if we can't get through to Eddie, then I've got a pretty idea about who can. We just have to get to her fast enough. I just hope it doesn't come to that.'

"Okay, gonna have a lot more questions about that later, and frankly I'm getting really sick of having to say that by now."

"Try having your boyfriend be a superhero and keep it a secret from you for a year."

"...Yeah okay, you win." Peter breathed a sigh of resignation "So what's our plan, do we just keep following the radiation trails they're leaving behind?"

"There's no need for any of that, at least not now." Donnie leapt up onto the rooftop to join the, with Raph, Leo and Casey following behind him as he pulled out his T-phone "Thanks to a little bit of foresight on the part of yours truly, we can listen to everything that Tiger Claw and the others are saying. See when I was fighting Tiger Claw earlier, I managed to sneak my newest spy roach into his shirt… right before I got my shell handed to me. Anyway, now we'll be able to hear what they say through my T-phone. Go ahead and say it, brains over brawn any day."

"No arguments here, way to get your ass kicked with a purpose. I missed that warped little mind of yours." Peter caught Donnie in a quick fist bump "Now show us what Eddie and the rest of them are up to so we can put a stop to it."

"Right." and so Donnie pushed the button, allowing them to hear the current conversation.

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Meanwhile, with the foursome in question…

"I know this is not what you wanted to speak with me of." Tiger Claw looked through a cache of Kraang laser guns, only to throw away the one he held as he turned to face the Newtralizer "And you still have yet to inform me of what information you took from the Kraang's hideout."

"Rokka rokka. The Kraang orb revealed a new weapon, they will be testing it at midnight near the docks on the Upper West Side." Newtralizer turned to face Tiger Claw as he pulled up a holographic image on his arm, revealing a large mechanical walker "We can use it to wipe out the Kraang once and for all. In fact, we can use it to destroy this whole wretched city."

"Which would include every innocent human with it. You forget that our objective is to eliminate the Kraang, not people."

"Why should I care? I'm not people. If it comes down to it then I won't take chances, you would be smart to remember that."

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Meanwhile, back with the stalkers…

"Why should I care? I'm not people. If it comes down to it then I won't take chances, you would be smart to remember that."

"Yep, sociopathic lizard trying to rip off the Punisher. That sound of morality sounds about right for a guy like him." Peter shared a look with the others "But snark aside, it sounds to me like this just got real. We gotta go take that weapon down, and stop the Furry Four from blowing the city to hell. Including Venom. Especially Venom." he paused and looked down as his face fell, but he felt Gwen grip his hand reassuringly."

"It isn't that hard if you ask me." Nightwatcher let out a snort "I say just go up to Venom and use your spider stuff to beat the crap out of him."

"It ain't that easy dude, Venom is way tougher than he looks." Turtle Titan pointed out "Plus he's kinda their friend, or former friend anyway. Don't forget that people got feelings, like real and squishy feelings."

"Yeah well, I'm not people."

"You know how much you sound like Newtralizer when you say that, right?"

"...Shut up."

"Actually for once, I'm with the street level Iron Man reject over there." Peter's gaze hardened as he pulled his Spider-Man mask down over his face and loaded his web shooters "It's about time we break up Venom's new crew and take him down, once and for all. Now let's go and end this."

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Midnight was approaching, and the group was gathered at the docks.

"Alright stop here guys, I see them." Donnie brought the other Turtles and Casey to a halt on top of a metal shipping container overlooking the docks, where the Kraang were visible down below opening a large portal door and allowing their newest weapon, a gigantic mechanical pod-like structure, to appear "So that's the new weapon the Newtralizer and Tiger Claw were talking about."

"Wait seriously, that's it? Doesn't really look like much." Turtle Titan paused as the weapon rose up on two giant mechanical legs "Okay, nevermind. I gotta learn to shut up."

"No arguments here." Nightwatcher muttered dryly, but fell silent as the Kraang Walker turned towards a shipping container and fired a laser at it, blowing it to oblivion in an instant, as well as the Kraangdroid in front of it "Woah."

"Holy crap that thing is awesome. In an evil kind of way, but- Hey guys, check it!" Casey turned the group's attention to where Slash and the Newtralizer were hiding behind another shipping container nearby "Looks like it's go time."

"Okay then, so here's the plan-" Leo was cut off by the Newtralizer teleporting on top of the walker, only to be electrocuted and fall to the ground with a thud, drawing the attention of the Kraang to him "Okay nevermind, let's just do this. And hope that Peter and Gwen have things under control on their end."

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Meanwhile, with the inevitable confrontation…

"Looks like this is it." Eddie retracted the black mask from over his face and poked his head over a metal shipping container "But seriously, we're supposed to believe K'Vathrak is trustworthy when he gets his hands on that thing?"

"To put it as he did, we know how to pilot it and he has no choice." Tiger Claw pointed out dryly, only to pause and take a sniff of the air, and then let out a low growl "Prepare yourself, we're being approached." and less than a second later a small metal sphere landed on the ground in front of him and unleashed a wave of web fluid, forcing the two of them to scatter, with Tiger Claw fending off the webs via his sword… only to quickly be met with a shot of impact webbing hitting him in the back that sent him hurtling into the side of a shipping container and bound him there "Dammit!"

"Hate this as much as you like, but that's probably for the best. This is my fight to finish, not yours." Eddie leapt atop the shipping container and cast a look around the area, the black suit covering his body pulsating slightly "You can't hide from me, I know you're here somewhere, so come out and face me!" he was met with silence, at least for a moment.

"Eddie?"

The sound of a familiar female voice led Eddie to shoot a barrage of tendrils at the figure in his peripheral vision, only for Ghost Spider to leap over them with ease, to which he gave a scowl as his black mask reformed over his face "This was a bad idea on your part Gwen."

"Trying to confront you?"

"If you know then why did you bother?"

"I think you know the answer to that already." Ghost Spider took a step towards him "Besides, I had to do something. Peter is back now, and he's going to com after you. We both know that for a fact."

"And you led him right to me?" Eddie's scowl deepend as the pulsating of his Symbiote suit intensified and he slammed a fist into the containerthat he was standing on, leaving a gaping dent in the top of it.

"No. I came here so that we could talk, just the two of us."

"Is that right?"

"Yeah, it is. You and Peter have a lot to work out, there's no getting around that. At this point, he's prepared to do whatever he has to in order to stop you, and I know you understand that as well as I do. Whatever it takes. But I want to help you, I want to get you back to being the person that I know you are." she took a few steps towards Eddie and gently cupped his cheek with one hand "I can do that, but I need you to trust me."

"Gwen, I…" Eddie paused and let out a scream of pain as his Symbiote continued to pulsate, leading him to grab his head in pain, prompting her to back away a short distance "Don't you realize that I've been trying to stay away from you all this time?!"

"Why?"

"Why do you think? It's because… I knew what I would do to you if I had the chance." it was then that Eddie's black covered form was enveloped in a larger formof black ooze… which then faded away to reveal the usual hulking mass of Venom, whose first action was to let out a roar as he pounced towards Ghost Spider and let one of his giant claws swipe towards her head, only for her to leap out of the way, to which he grabbed hold of another metal shipping container and tried to bring it down on her head.

"I'm not giving up on you that easily!" Ghost Spider leapt back and fired a shot of electric webbing at the container, which acted as a conductor and engulfed Venom in a powerful current of electricity, causing him to roar in pain, and then she followd up with a swift barrage of impact webbing, sending him staggering backwards a short distance until he fell off the container he was standing on.

"You say that… like you have any actual chance here." Venom leapt back up and let a series of tendrils fly forward, forcing Ghost Spider to take cover behind another shipping container and go on the evasive, but he was quick to cut her off in the middle of the maze of crates, his entire body pulsating with rage "Not that you ever did to begin with." he used his own black webs to grab hold of two nearby shipping containers and pulled them towards Ghost Spider in an attempt to crush her.

"Don't forget, I'm not the same defensless little girl you kidnapped at the Thanksgiving Parade last year!" Ghost Spider leapt forward to avoid being smashed by the crates and dealt Venom a solid roundhouse kick to the chest hard enough to send him hurtling backwards "Don't make me hurt you Eddie!"

"Go ahead and give it your best shot!" Venom let loose his own barrage of black web bullets toward Ghost Spider, forcing her to go on the evasive and allowing him to eventually catch her in his tendrils "We're going to enjoy this. It'll be nice and slow."

"Don't be so… sure about that!" Ghost Spider gritted her teeth as she managed to squirm in the hold of Venom's tendrils until she pulled out a small device that let loose a small yet potent sonic wave, causing Venom to howl in agony as he was brought to his knees by the soundwave, while also disrupting the hold he had on her, forcing his tendrils to evaporate as he fell to his knees, giving her the chance to get free and gain some distance, retreating atop a shipping container and looking down at Venom, her expression solemn "The Concussion Blaster. Pretty sure Pete came up with the idea for that with you in mind… I hoped it wasn't going to come to that. I'm sorry I had to use it."

"We… We are not so easily subdued!" a moment passed befor Venom was able to finally pull himself back to his feet, grabbing the Concussion Blaster and crushing it in his hand, causing the sonic wave to suside "But that little trick was… unpleasant, to say the least. It proves that you and Pete really are a match made in Heaven… Because that's where you're both going to end up before I get through with you!" and so he pounced at Ghost Spider, continuing to chase after her despite her going on the evasive, until he eventually managed to grab her by the leg and hold her in his giant hands, the claws digging into her shoulders hard enough to make her bleed slightly through her suit, causing her to cry out in pain while a sadistic grin spread across his face "Well Gwen, that round was fun while it lasted. Here's hoping you last long enough that we get to see the look on Pete's face when he sees you like this."

"Eddie… please… you have to stop this…" Ghost Spider let out a series of pained groans as the hold on her grew tighter.

"You have no one to blame but yourself." Venom let out a snarl, his expression twisting into pure rage "You turned your back on us, just like everyone else did!"

"Eddie, that's not true… I'm trying to-"

"Trying, trying, trying! That's all you or anyone else seem to do with us! And now they're all out there, looking at us like we're the problem, like some kind of mindless monster! Well if that's what they want, then why shouldn't we give it to them?"

"Maybe I couldn't help you before… but I want to help you now…"

"Yeah? Then try and help yourself instead." Venom gave another nasty smirk as he tightened his hold on Ghost Spider even further, resulting in a sickeningly loud crack, causing her to scream in pain, until…

"HEY!" a quick shot of webbing suddenly covered Venom's mouth, followed by two shipping containers being pulled by weblines and slammed into him, and then a third one being dropped down onto his face hard enough to send him flying across the dockyard, courtesy of none other than Spider-Man as he swung onto the scene, the aforementioned assault causing Venom to lose his hold on Ghost Spider, allowing him to catch her in his arms as she fell "Sorry to keep you waiting, I got a little caught up in being the friendly neighborhood hero and all. Probably a stupid question but, you okay?"

"I've had worse. A lot wors actually." Ghost Spider cringed as she gripped one of the new red spots on her arm, but then she looked down to avoid Spider-Man's gaze "I just… I thought I could get through to him."

"I know. You did good. But now this is my fight, so let me take care of this, okay? I'll find a way to get through to him. I hope."

"There may be… one other way." Ghost Spider lifted her gaze to meet his "Like I said before, I do know of one other person who may be able to get through to him. I was hoping it wouldn't come to that."

"I still have questions about that, but even if this mystery hero of yours can't get him to break free of the Symbiote on his own, I've got one idea that might do the trick. It did it once, it can do it again."

"What, you mean grab a Gene Cleanser?"

"No I checked that out with the Connors awhile ago, and through my own testing. It doesn't work on alien lifeforms or substances. It's why we couldn't use it to make a retro-mutagen a lot sooner. But this should work. I hope so anyway."

"PARKER!" it was at that moment that Venom burst out from beneath the shipping crates, now clearly mad as all hell with his gaze locked squarely onto Spider-Man.

"Hey Eddie, long time no try to maul each other to death. Didn't think you could get any more ugly either, I mean the giant tongue and freaky mouth in your stomach was bad enough but now you-" Spider-Man quickly ducked to avoid a shipping container that soared over his head and crashed into the waters just beyond the port "Eesh, looks to me like someone is just a little bit more touchy than the last time we talked."

"WE WILL RIP OFF YOUR FACE AND SUCK THE MARROW FROM YOUR VERY BONES!"

"Always good to see you too buddy." Spider-Man cast a quick look over at Ghost Spider "So I think you're in for a little break right about now, maybe go help out the guys once you're feeling up to it, and I'll take Eddie here for his afternoon walk. I know the perfect spot to take him, it's done wonders for me in the past. I'm guessing you're going to need the Spider Cycle, it's still parked out by that alley right?"

"Alright, but seriously…" Ghost spider's expression softened slightly "Just be careful out there, okay?"

"I will. One way or another, I'm making it back. A lot sooner this time. I promise." he lifted up the bottom part of his mask and gave her a kiss on the forehead "I love you." and just like that, he swung away into the city without another word, with a furious Venom swinging his way after him into the night.

'I love you too Peter… just come back to me this time.' Ghost Spider watched as the two of them faded from her line of sight, until her Spider Sense alerted her to another presence, prompting her to leap away in time to see Tiger Claw freeing himself of the impact webbing that bound him to a shipping container "Let me guess, you're looking for a rematch or something."

"That is what I expect at least some of your allies to believe." Tiger Claw's good eye narrowed as he drew his sword from its sheath and pointed it in her direction "But you should know that such a thing is not accurate, given that you and I never properly fought. I was engaged with the Turtles and their arrogant human ally."

"Uh huh. So what then, you're going to try and get revenge on them?" Ghost Spider's gaze grew hard as she raised her arms in preparation to fire webs in his direction.

"As I've told them before, that depends on their course of actions. And I anticipate that your next question is whether or not I intend to aid Eddie Brock in his grudge against you." he fell silent for a moment… then placed sword back in his sheath "The answer is no. His grudge against you is one he will settle on his own."

"Oh." she paused and lowered her arms "Okay then. I just thought that since he's your teammate and all…"

"He is one of my comrades yes, and we share a common goal in eliminating the Kraang. But he has told me of the grudge he holds against the male Spider, a blood debt, and that can only be repaid in one way: with blood."

"Uh huh… but you seriously have no intention of interfering?"

"Your battle is your own. If you need more of a reason, then consider this: You chose not to end my life when you had the chance to, which shows a great deal about your morality. Out of respect for this, I will not interfere in your personal battle. However, I have my own mission to fulfill. Know that a blood debt can only be repaid with blood, and the Kraang will pay for the suffering that I have endured because of them." Tiger Claw let out a low growl, but then quickly composed himself "If your Turtle comrades should get in the way of that, then I will not hold back. But be warned that the hold of the Klyntar runs deep with those it bonds with."

"Klyntar?"

"What you refer to as a Symbiote. It usually takes much more than just the strength of emotion to reach those they've infected."

"Yeah, I've noticed… although it may depend on the right person."

"And I take it you have someone in mind?"

"More or less. I just have to get to her." Ghost Spider promptly webbed a line and swung her way out of the dockyard, cringing as she did so 'So long as the pain doesn't get to be too much for me. Gotta give it to Eddie, he always did know his way around a can opener… Okay, in too much pain to think of a good quip. Just get to the Spider Cycle and hope she's still there.'

"Hm. You do what you must, and I will do the same." Tiger Claw watched as Ghost Spider faded from his line of sight, and then he turned his gaze to the other side of the docks where he could see Newtralizer standing atop the Kraang Walker, only to get electrocuted and fall to the ground, with several Kraangdroids quickly surrounding him 'Now then, to turn my attention to my actual mission at hand, and hope that Salamandrian chooses to act as if he's part of a team.'

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Meanwhile, with the Kraang hunters (both teams of them)…

"Okay then, so here's the plan-" Leo was cut off by the Newtralizer teleporting on top of the walker, only to be electrocuted and fall to the ground with a thud, drawing the attention of the Kraang to him "Okay nevermind, let's just do this. And hope that Peter and Gwen have things under control on their end."

"Rokka rokka." Newtralizer let out a snarl as he picked himself up, only to be forced onto the evasive to avoid being stepped on by the Kraang Walker, and then the Kraangdroids present began firing at him "Rokka-"

"Move dammit!" this was when Slash dropped down onto the scene, wasting no time ripping into the Kraang and beating them into the ground with his morning star.

"Slash the Kraang busy, I'm going for the Walker!" Newtralizer began to move towards the Kraang Walker, without waiting for a response.

"Kraang, attack all non-Kraang!" and so the Kraang began firing at all of those present, at least until they ended up getting either gunned down or ripped to pieces.

"Let's do this!" Leo was quick to lead the charge as he, the Turtles and Casey all jumped down onto the scene, cutting down any Kraangdroids they came across… well, that's what most of them did anyway.

"Hey asshole, how about we go for another round?!" Casey on the other hand chose to make a beeline straight for the Newtralizer, lobbing a metal puck at him and leaving it to detonate right in his face, only for this to do nothing and for Casey to be forced onto the evasive, courtesy of a round of scatter blaster fire.

"Hey, nobody beats on that dumbass but me!" Nightwatcher was the next one to make a charge toward the Newtralizer, countering a dagger he drew with both of his sais and the two of them trading even blows, while also avoiding the Kraang Walker's laser "HIT HIM NOW!"

"With pleasure! GOONGALA!" once Nightwatcher had Newtralizer backed up against a shipping container, Casey swooped in and managed to land a hand on him… specifically the hand that held his homemade taser, electrocuting him on the spot and sending him flying across the dockyard "Any more volunteers!"

"I'm guessing you oughta give that thing a shot." Nightwatcher jerked a thumb at where the Kraang Walker was shooting its laser beam at just about anything that moved beneath it.

"Way ahead of you, time to show these freaks what Casey Jones is made of!" Casey made his way atop a pile of shipping containers, then leapt up and tried to pounce at the Walker with his taser readyed… only to be met with a shot from the laser that sent him hurtling back through a shipping container and then crashing to the ground "Ow…"

"Rokka rokka!" unfortunately, Casey's failed assault ended up giving Newtralizer the chance to pounce on the Kraang Walker, disabling the defensive systems and throwing the Kraang in the control console to the ground, allowing him to take control himself and start throwing out laser beams all over the dockside.

"Kraang Walker has been Kraangjacked by the alien amphibian. Kraang, initiate that which is known as retreat!" the Kraang wasted no time in taking off running as fast as they could, albeit with many of them getting hit by the laser beams, much to Newtralizer's jubilant cackling.

"Now do you see?! Do you see what we're capable of?!" Newtralizer's cackling only grew louder as he continued his rampage, blasting or stepping on every Kraangdroid he could see before him.

"Go ahead and take that! Try and make a freaking meat puppet out of me will you?! Well now you get to see why I picked the name I did!" Slash continued his own assault against the Kraang, using his morning star to bash one into pieces, only to pause when he saw the Kraang Walker's giant foot about to step on him "Aw fu-"

"Look out!" lucky for him, Tiger Claw was able to teleport onto the scene just in time and then pull Slash out of the way at the last second, both of them screeching to a halt close to the edge of the dock "Are you alright?"

"I'm not dead, and frankly that's good enough for me. Thanks for the save." Slash gave a small smirk, one that Tiger Claw returned, only for it to falter when both of them saw one of the laser beams hurtling towards them "Motherfu-"

"Look out!" this was when Nightwatcher swooped towards the two of them and yanked them out of the way with a set of chains, only to pause and turn his gaze onto Slash "You uh… You okay man?"

"I'm good. But Raphael, you… you saved me." Slash fell silent, but the moment was cut short by more lasers being hurled at Nightwatcher and the rest of the Turtles, forcing all of them to go onto the evasive.

"Filthy turtles, I'll destroy every last one of you! Rokka rokka!" Newtralizer let out a maniacal cackle as he continued his assault "Anyone who stands in my way will suffer!"

"Anyone huh?" Slash let out a low growl as he watcehd the Newtralizer continue rampaging, and then he turned his gaze over to Tiger Claw "I don't suppose that sounds like enough of a deal breaker to you?"

"If not to me, then I'm certain it would be to you." Tiger Claw pulled Slash onto his feet and gave a simple nod "Do what you must."

"I plan to." Slash promptly activated his teleporter, taking himatop the Kraang Walker directly behind the Newtralizer, and he was pissed as hell "What the hell do you think you're doing? They helped us fight the Kraang!"

"Don't get in the way." Newtralizer let out a snarl "This is my battle, I don't need any of them or anyone else getting in my way!"

"...Don't need them getting in your way huh? Give me a second then." Slash tightened his grip on his morning star and brought it down on the back of the Walker, trapping Newtralizer's tail with a loud bang, earning a loud snarl.

"Slash you filthy traitor, how could you?!"

"Yeah, I'm the traitor when you're the one shooting lasers at your so-called team. That whole brother thing we had going, you can forget about that now."

"Then there's no reason to let you live." Newtralizer aimed his blaster directly at Slash's face and prepared to fire… only to be stopped by a round of blaster fire scorching his arm, as well as the teleporter mounted on his wrist "What?!"

"I believe Slash said it best." Tiger Claw landed next to Slash with a blaster in hand "Our group, the Mighty Mutanimals I believe he coined us, has no need for betrayal."

"Then there's no need for either of you to continue living!" Newtralizer started the Walker back up, jerking it forward and knocking the two of them off of it, with Tiger Claw managing to stop himself from falling via his jetpack. Slash on the other hand…

"I gotcha!" Nightwatcher moved to catch Slash before he hit the ground… only to end up being flattened under him "Note to self… armor doesn't mean super strength. Iron Man is a goddamn liar."

"And yet our alien adversary is fairly shameless with his intentions." Tiger Claw landed on the ground and cast a glance over at the others, Leo in particular "I believe this would be the time to call for, as you would put it, a rain check?"

"Not like we have much of a choice right about now." Leo pointed to where the Newtralizer and Kraang Walker were looming over them, with a laser pointed in their direction, prompting them to draw their weapons in anticipation, until…

"GOONGALA!" a barrage of exploding metal pucks suddenly shot through the air towards the Kraang Walker, creating a series of small explosions, courtes of Casey Jones from where he stood atop a shipping container "Sup guys?"

"Casey, what the shell?" Leo and the others shot incredulous looks at him "Where did you end up?"

"I figured I'd wait for you guys to be in trouble, and then I'd just pop up and make a big kickass entrance to save the day."

"Uh huh." the incredulous looks turned skeptical.

"...Okay fine. I tried to taste the giant lizard and got bitch-slapped through one of those giant metla crates. Freaking sue me, I'm not a goddamn Super Saiyan."

"Fair enough, all I ask for is honesty. Now let's do this."

"Right! Now hang on, I saw this in a movie Pete showed me!" Turtle Titan leapt onto the Kraang Walker and encased its legs with the chains of his nunchucks, then tried to trip it… only for his chains to shatter the instant the legs moved "Aw man, that totally worked out in Empire Strikes Back. Star Wars lies man."

"It always does, now hang tight and let me do this!" Casey motioned for the Turtles, Slash and Tiger Claw to take cover as he rushed towards the Walker, dodging the laser fire until something caught his eye in the form of a small hole on the side of the walker, to which he gave a wide smirk "Oh yeah… Star Wars, eat your freaking heart out! GOONGALA!" and so he loobed a single metal puck inside the hole, and a moment later it resulted in a loud bang and flames erupting from within the

"Rokka rokka, you'll pay for this!" Newtralizer let out a snarl as he slammed his hand on top of his teleporter to try and start it up, only for it to start glitching.

"Yeah, now we're talking!" Casey's smirk only grew wider before the Walker was engulfed in a fiery purple explosion, sending debris hurtling throughout the docks and forcing the others to shield themselves from the blast "And just like that, the giant lizard got newtralized!"

"As intriguing a display as that was, I'm afraid your struggles for the night are far from over as of yet." Tiger Claw pulled himself out of the rubble once the blast had subsided and turned to the rest of the Turtles "I'm afraid your arachnid friends have their own struggles to attend to, with the other member of our team."

"You mean Venom right?" Turtle Titan's gaze hardened as he oked over at Tiger Claw "You know where they're headed?"

"Unfortunately I do not, only that the male Spider apparently has a plan, as does the female."

"Good enough for me. I gotta get over there and help my Partners with this one."

"You truly believe you can stand against the one bonded to a Klyntar?"

"Pretty sure he'd beat me into paste, but I gotta try."

"Hm. Do as you wish then" Tiger Claw then turned his gaze over to Slash "Do you have any intention of helping as well?"

"Well Raphael did save me from getting blown up, and I remember a little bit of the girl spider saving me from some fireworks, so I might as well pay them back." Slash gave a shrug, then a smirk "Besides, I don't know if I told you this, but I've been looking for a rematch with the black blob of snot."

"You have actually, many times. Now let us be on our way." Tiger Claw grabbed onto Donnie, Leo and Turtle Titan, with Slash grabbing onto Nightwatcher and Casey, and the group was gone in a flash of orange energy.

What they didn't know however, was that after they left, there was another flash, and where they once stood was now occupied by the form of the Newtralizer, now surging wildly with chaotic orange energy "ROKKA ROKKA!"

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with the aforementioned showdown…

"Get out of the way, freaking RUN!" a large crowd of civilians was left running away in any way they could amidst the chaos unfolding, though one woman got thrown to the ground in the midst of it, with a gargoyle statue hurtling towards her, until…

"I gotcha!" lucky for her, Spider-Man was able to swoop in at the last second and pull her out of the way before lowering her safely to the ground "Okay you're good, now you'd better get out of here, and stay safe."

"Yeah well, you oughta say the same thing to yourself!" and then she took off running.

'Let me guess, Spider Sense is about to- There we go.' the Spider Sense ringing in his head ended up driving Spider-Man to duck right before an AC unit soared over his head and tumbled to the ground until it hit a nearby car 'Crap, you'd think he woul'dve gotten tennis elbow or something by this point.'

"About time you finally showed up bro, now the real fun can start!" another gargoyle statue hurled at Spider-Man from above, courtesy of Venom from his perch atop a nearby rooftop, which sent more civilains running away screaming "Don't struggle, it's only going to make this more painful. Actually on second thought, struggle as much as you can. Your pain will bring us joy!"

"Hate to break it to you big guy…" it was at this moment that two orange surges appeared to surround Venom, courtesy of the cavalry, with Turtle Titan immediately aiming his kusairgama chain at him, and the others all bracing their own weapons as they surrounded him "But that's not gonna happen."

"Hm… So you choose to betray us too? Of course you would. It's painfully clear that we can trust no one but ourselves, and those who betray us… will be CRUSHED!" Venom was quick to latch onto the group with a series of tendrils faster than they were able to react and, with the exception of Turtle Titan and Tiger Claw, sending them hurtling off the rooftop.

"Time for a last second catch!" Spider-Man was quick to shoot lobs of impact webbing at each of them, webbing them to various walls or ledges out of harm's way (and in the case of Leo, Donnie and Slash, out of the public's line of sight), before turning back to Venom as his gaze turned hard with suppressed anger "Leave them out of it Eddie. This is between you and me."

"That's where you're wrong Bro." Venom spat out like the word like it was poisonous as he leapt to the ground to meet Spider-Man at eye level "You and us, we're not brothers, we never were."

"Maybe not. But we grew up together like we were, and I always looked up to you like the big brother I never had."

"So?"

"So if I gotta beat some sense into you to make you listen to reason and not act like a mindless monster, then I'll do it." Spider-Man's gaze hardened further as he took a step forward.

"You don't have anything to say that's worth listening to, unless it involves you screaming in agony. We spent our early years trying to be the good guy, do what our parents wanted and protect you like the good guy, and then you turn around and ruin our live just for your sick kicks!"

"I wasn't trying to ruin your life for shits and giggles!" Spider-Man paused to collect himself, and his gaze softened underneath his mask "I've made mistakes, a lot of them, but the last thing I wanted was to hurt you, or to hurt anyone."

"And yet that's all you do. You're nothing but a failure, as a hero and a person. All you do is hurt the people you supposedly care about. Like May, or Gwen, and especially US! Your very existence makes other people SUFFER!" the Symbiote was beginning to pulsate with every word Venom spoke as he stomped his way forward and grabbed Spider-Man by the front of his suit, with Spider-Man just looking down to avoid his gaze "What, you got nothing else to say? No snarky quips or pathetic comebacks? Or do you just know that we're right?"

"...Yeah. You're right. I do let people down a lot, with or without the mask." he paused for a moment, but then he looked back up at Venom as his gaze hardened "But I'm always there to save them to, and unlike you, I'd never go after other people just to spite someone that I had a grudge against. You cared about May and Gwen too. They care about you too, they still do, even after what you tried to do to them." then his gaze softened slightly as he lifted up his mask to reveal the face of Peter Parker "You know when I got back, May told me a lot of what I'd missed out on while I was gone. She told me about you showing up for Thanksgiving and working with her at FEAST, and she's got nothing but good things to say about you now." he pulled his mask back down and was met with silence, at least for the moment.

"So what, you're trying to make us feel guilty now? What, do you have her hiding in that stupid skin-tight suit of yours?"

"I'd never get her involved in this, it's for her own safety. No way in hell I'm gonna let you get anywhere near her like this. Besides, I'd never want her to have to see you like this. May told me how proud she was of how both of us turned out."

"Imagine if she could see you like this, out in a stupid costume getting your ass kicked."

"Yeah. She wouldn't be happy. But at least I wouldn't be breaking her heart. Too bad you can't say the same."

"Well then, I'll just have to break something else first. How about your skull?" Venom let out a snarl as his grip on Spider-Man's suit tightened.

"Go ahead and try it bro. I'm not afraid of you anymore." in an instant, he drew a small gadget from his suit and threw it into Venom's chest, releasing a sonic wave hat caused Venom to shriek in pain, allowing Spider-Man to deal him an uppercut kick to the jaw, freeing himself while also sending Venom crashing to the ground "I call that one the Concussive Blaster. You've got Gwen to thank for coming up with the design for them."

"Figures. She's always butting into other people's business." Venom quickly pulled himself back onto his feet as the effctives of the Concussive Blaster subsided "That's an annoying habit of hers."

"Maybe. But Gwen is the kind of person who can bring out the best in other people. She always has with me, and she used to do it with you, and she knows it. It's probably why she wanted to confront you first, maybe talk to you and get you to see the error of your ways. Or just give you the Look until you gave in."

"Sounds like her no doubt."

"Yep. But you and I both know better, and if there's anything that's gonna get through your head then there's only way to get it there."

"Only one thing for sure… Your suffering!" Venom pounced at Spider-Man and let a series of tendrils fly forward in his rage.

"Pretty sure that just makes you a masochist big guy!" Spider-Man webbed a line and took to the skies, using it and his enhanced agility to dodge and weave around the tendrils that Venom sent his way, then being forced to dodge the grab attempts of Venom himself as he rushed up the side of a skyscraper, eventually reaching the top and leaping into the air, then using two web lines to launch himself down towards Venom and land a full force kick directly to his face, sending him crashing to the ground while Spider-Man himself landed on the side of the skyscraper "For what it's worth bro, I was hoping I wasn't gonna have to fight you like-" he didn't get the chance to finish before a tendril latched onto his leg and yanked him to the ground with a mighty crash, leaving him in a small crater while Venom picked himself up.

"Look at the big man, always so sure that he's going to win. Well what do you have to say for yourself now?"

"Not much, except… Think fast!" Spider-Man shot an Impact Web directly at Venom's eyes, blinding him and leaving him to rip them off, but this gave Spider-Man time to retreat.

"What the hell are you planning now?"

"Just offering a lesson I learned from a giant rat: Adapt to your environment, make sure to use your surroundings to your advantage. Like THIS!" Spider-Man appeared behind Venom with a lamp post in hand and used it to smack him with full strength, sending him hurtling high into the air "It's going, it's going and it's gone! That make the spider's 250th home run this season!"

"Your stream ends at 249, stick to bench warming little man!" Venom used his own black webs to stop himself in mid air and launch himself back to the ground, forcing Spider-Man to take to the walls of another building to avoid the shockwave.

"Okay then, may have to call that a ground rule double." Spider-Man then went back onto the evasive to avoid the barrage of tendrils and black web bullets being shot at him, dodging and weaving across the walls as he did so, until at one point he was able to latch onto Venom's back with a webline and use it to hurl him to the ground, leaving him in a small crater 'Okay, so far this could be going worse. At least nobody else is around for him to target.'

"Hey dude!" this was when Turtle Titan leapt down onto the scene, kusarigama chain extended and ready for use "You doing okay down here?"

"Not dead so far, and frankly I'm calling that a win. I'd ask if you wanna join in and get a group selfie, but I get the feeling Eddie might get a little jealous."

"Fair enough. Just be careful over there, okay?"

"I gotcha man, just let me take care of this. And maybe keep the civilians out of the line of fire in the meantime?"

"You got it. Just take care with him, okay?" Turtle Titan caught Spider-Man in a quick fist bump, then leapt back just in time to avoid a tendril being aimed at him "I'm guessing now's the time I oughta go."

"No arguments here." Spider-Man gave him a reassuring nod, which sent Turtle Titan on his way and allowed him to turn his gaze back onto the crater where Venom still lay "Alright get back up, we both know you're not staying down after something like that."

"As if you had to ask…" Venom quickly picked himself back up, a wide smirk spreading across his face as the Symbiote pulsated wildly "We were starting to think you were going to ignore us."

"Trust me, I couldn't ignore you if I tried. And lord knows I wish I could. But you really know what you're doing, don't you?"

"Of course we do. We're getting revenge on the one who wronged us more than anyone else in this putrid world. And we're going to start with YOU!" Venom let out a roar as his body let loose a gooey black mass that enveloped the area, then pounced towards Spider-Man and let a series of tendrils burst forth from the ground and hurtle alongside him.

"Then go ahead and try bro. I'm not afraid of you anymore." Spider-Man used his a burst of his enhanced strength to launch himself into the air to avoid the tendril, then his agility to avoid the next ones coming at him, and then launched another Concussive Blaster at Venom, hitting him in the chest and unleashing another sonic wave that caused him to shriek in pain and write on the ground, allowing Spider-Man to burst down towards him and deal him a roundhouse kick to the face, sending him crashing to the ground "See? Besides, go ahead and hate me all you like, but taking it out on me won't solve your problems."

"Wrong… It will fix EVERYTHING!" Venom stuck out a hand and unleashed another series of tendrils that latched onto Spider-Man by the leg and pulled him close, allowing Venom to deal him a swift upprcut to the jaw and send him flying into the air, only for Spider-Man to recover and rebound off of the side of a building in time to avoid Venom's attempt to pounce on him in a rage "You are the cause of our suffering!"

"More like you're the one running away from your problems! You're the one that's been so hell bent on revenge!"

"You would be too if you knew what was stolen from us!"

"I'm trying to save lives and protect people, like my friends and Gwen and my aunt! And I wanted to help you!"

"WE DON'T NEED YOUR HELP! YOU'RE NOT BETTER THAN US!" Venom let loose a barrage of giant black web bullets that forced Spider-Man to go back on the evasive.

"I never said I was!" Spider-Man eventually caught one of the web bullets and used a webline to hurl it back at Venom, hitting him in the face with enough force to knock him back to the ground, if only for a moment, and his gaze softened slightly "I get it Eddie, you're mad at me with the Symbiote or without it. But I know what it does to you, what it makes you do. I know what that voice from it makes you do. Don't listen to it, you're stronger than it."

"And what… I should listen to you?!" Venom quickly picked himself back up and let out a snarl.

"For the love of god yes, what are you so afraid of that you have to resort to black oozy thing that makes you a monster?!" Spider-Man dodged the next giant fist being aimed at him and leapt over Venom's head as he unleashed a quick shot of electric webs, stunning him with a rapid surge of electricity long enough to let him get some distance and leap up onto the rooftops in the direction of a certain building 'Okay, we're pretty close to the place by now. Hopefully we're in enough range that this'll work. All goes well, Gwen won't have to initiate her backup plan. But knowing my Parker luck,

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Meanwhile, with the backup plan in question…

"Stanley for the last time, as encouraging as your progress seems to be, you have let the others talk first." Ashley let out a sigh as she made her way out of a room and down the halls of the Ravencroft Institute, but stopped in her tracks when she caught sight of what was reported on one of the TVs, specifically showing Spider-Man and Venom's battle, to which she promptly let out a horrified gasp "Eddie… what happened now?"

"I was hoping you wouldn't have to see him like that."

Ashley looked around to see Ghost Spider standing in the nearby window sill "He lost control again, didn't he?"

"Yeah… I figured it was only a matter of time. As much as I hate the thought of you being in danger-"

"I already know what you want to say, and I'll do it." Ashley fully turned to face Ghost Spider, her eyes blazing with determination "I won't turn my back on my patients, past or present, no matter the risk. So lead the way."

"Works for me…" Ghost Spider smiled under her mask, only to cringe from the pain of her own wounds "Also, quick word of advice… You're gonna need a helmet for the Spider Cycle."

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Meanwhile, with the battle between brothers…

"PETER!" a giant extending hand shot forth and grabbed Spider-Man by the throat, pinning him to the ground of the rooftop as Venom leapt up to join him, and the mask faded away to reveal the face of Eddie Brock, his expression both desperate and solemn "You don't get it… I need this suit… It's the only thing in my life that hasn't abandoned me… that won't betray me just like everyone else has… And you just want to take it from us!" the mask of Venom formed back over his face as he tightened his hold on Spider-Man, enveloping him further into the gooey black mass.

"I never… wanted that…" Spider-Man struggled to free himself, Venom's grip around his throat growing tighter "All I wanted… was to save people… to try and help you…"

"We're not a weakling like you! We don't need to be saved by you!"

"In that case… save YOURSELF!" Spider-Man was able to move his arm just enough to release another shot of electric webbing, stunning Venom long enough for him to retreat and gain more distance on another nearby rooftop "You know, a few years ago I never would've guessed that the two of us would turn out like this."

"Neither did we… We never thought you would turn us like this. We protected you for so long… We made you! YOU OWE US!"

"I owe Eddie. The walking black snot glob, I don't owe anything!" Spider-Man dodged another series of web bullets.

"All we wanted was to live our lives with people we could trust! We had May, Gwen, Ashley and… YOU…" Venom's tone turned less rageful and aggressive, and slowly became filled with more anguish "Now everyone thinks that I'm the problem… Because YOU think that I'm the problem! But I'm not the problem anymore… WE are the solution!"

'He broke out of the We's for a little bit… maybe a good sign? No stay focused Pete, it's not gonna be that easy.' Spider-Man quickly steeled himself as he looked around, until his gaze fell onto a certain church building 'Perfect. It worked last time, here's hoping it's gonna work for this one.'

"NOW DIE!" Venom launched himself at Spider-Man and let a series of tendrils fly out of both of his arms.

"Not with what you got going bro!" Spider-Man leapt over the tendrils and hurled a series of concussive blaster directly at Venom's face, three of them going off simultaneously, creating a sonic wave powerful enough to leave Venom writing on the ground in pain, giving Spider-Man the chance to pin him to the ground "I know you're in there Eddie, whatever problem you have with me would never be enough to make you hurt people that YOU care about! You gotta let it go!"

"I… I can't…" the mask of Venom once again opened to reveal the face of Eddie Brock, his expression both anguished and desprate "I can't let it go… It finally makes me what everyone needs me to be…

"Which is what, a bloodthirsty monster?! Cause that's exactly what you are!" he ducked to avoid the tendrils being aimed at his face and used his enhanced strength to deal Venom a two-legged kick to the face, followed by a swift series of punches, ending with a brutal uppercut to the jaw using all the strength he could muster, sending him hurtling into the air, before latching onto him with a webline surging with electricity, enveloping Eddie in it amidst his screams of pain as he used it to yank him back to the ground, leaving him writing in the small creator he left "Like what about May? You yourself said that it was worth stomaching me to be there for her, because you know how great a lady she really is! And what about Gwen?! You're the one that tried to kill her out of spite!" he grabbed one of Eddie's giant fists when it attempted to punch him, using his free hand to hold Eddie by the throat and keep him pinned down "I know you've been through a lot Eddie, and I know I've done bad stuff, and I know I hurt you! But you're beter than this! You have to be!"

"I-I know, but… No… NO!" the mask of Venom formed once more as he let out a snarl and let a series of tendrils fly out of his back, forcing Spider-Man off of him as he rebounded and sent a series of tendrils slithering across the ground of the rooftop towards him "You want to take our bond from us! Just like you've taken everything else!"

"Look I get it Eddie, I really do!" Spider-Man quickly dodged and weaved his way across the rooftops to avoid the tendrils "People have been getting hurt, dying or turned into some kind of superpowered nutcase against their will! And a lot of the time I blame myself for that! But you should understand that you're not the only person in the world that's suffered! And yeah, there are times when I thought something like the Symbiote could stop those kinds of things or solve all my problems, and maybe I would've ended up like you are now if I hadn't snapped out of it when I did. But I realized something you didn't!" he leapt up and fired another electric web shot at the tendrils, stopping their advancement and enveloping them in a cloud of smoke… which he burst through at full speed to land a fist across Venom's face, sending him hurtling across the rooftop and onto another one "I realized that it's not you or me that's the problem, it's that kind of power. That's the thing that keeps making people suffer."

"Shut… SHUT UP! We've heard enough out of you!" Venom used a set of black webs to stop himself in mid air, then in a surprising burst of speed he blitzed behind Spider-Man and tried to land a giant claw to his back.

"Trust me, the feeling is mutual." Spider-Man ducked to dodge the claw and the tendrils that followed, using another concussive blaster to stun Venom with a sonic burst and propel himself backwards until he landed on the wall of a certain building, that being the nearby church "You've already made it pretty clear, you don't want me to save you. That means the only thing left is for you to save yourself!"

"I… can't…" the voice of Eddie broke through from inside Venom, filled with a mix of strain and despair "Hurts… too much…"

"You're gonna have to! I've already lost you twice before bro, I'm not giving up on you a third time!" Spider-Man dodged the next pounce from Venom and landed on the church bell, punching it repeatedly and making it ring long and loud, causing Venom to fall to the ground writing in agony, tendrils pulsating wildly on the floor of the bell tower, with Spider-Man looking on in fearful anticipation "Eddie, I need you to work with me bro. If I'm not the person you wanna trust then fine, but I know there's gotta be someone or something you can focus on. Gwen said that she knew someone else, someone who could get through to you. Someone that you trust, am I right? Then focus on them, think about what they mean to you! Do it for them! They think that you're strong enough to get through this, so prove it!"

"I… I know…" the mask of Venom faded one final time to reveal the face of Eddie Brock as he slowly pulled himself onto his knees, taking a moment to steel himself "I know."

"Do not do this Eddie." the voice of the Symbiote hissed within his mind "Do not let him turn you against us with his lies! We have made your life better! You need no one else in this world but us! Not Parker, not Gwen, not May, they can all suffer!"

"Like Ashley…? No, that's… that's wrong… Ashley believes in me… Even without all of the hate…" Eddie gritted his teeth and began pulling at the Symbiote, ramming his body against the bell and causing it to chime loudly again, causing the Symbiote to shriek in pain, allowing him to pull it off further.

"Do not be persuaded so easily Eddie… The bond we share… It cannot be destroyed as easily as you believe!"

"I know that… and I know what I gotta do…" Eddie was about to ram himself against the bell a second time, only to suddenly freeze up in place as black tendrils shot out of the suit and latched onto the various walls of the bell tower "What the- What are you doing? I can't move!"

"You sought to abandon us… but we are stronger than you think! Allow us to show you the true strength of our bond!"

"No! Get away! Stop!" Eddie's cries went unheard as the Symbiote suspended him in mid-air and enveloped him in a cocoon.

"Eddie hold on!" Spider-Man launched himself towards Eddie, only to be met with Eddie's face being covered by the cocoon, and a series of tendrils grabbing Spider-Man by the arms and legs and throwing him out of the bell tower, forcing him to rebound on the side wall "EDDIE!" he was about to climb back up to give it another try, only for the sound of an engine revving to draw his attention, and he looked over to see Ghost Spider drive onto the scene on the Spider Cycle, with Ashle riding alongside her 'Here's hoping Gwen's backup plan works… At this point it may be Eddie's only chance…'

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Meanwhile, inside the cocoon in question…

"So this is what you show me…?" Eddie looked down at the two freshly dug graves in front of him, complete with matching gravestones "You show me the graves my parents, for what? To tell me that they'd be ashamed at how I've turned out? Because I know already. They'd be ashamed of me. Of what I've done. Of what we've done." he fell to his knees with tears streaming down his face "I'm a monster…"

"Perhaps… but they could never understand…" the graves disappeared, and the entire scenery around Eddie was replaced by a series of black webs, with a slimy black figure slithering up alongside him "You forget that what we have done was to avenge the wrongs that were done to us… and to avenge them… The Kraang were the ones to take away your loved ones… But all else was taken away from us by the world… not just Parker, but the world as a whole… The world and the putrid wretches it houses takes all that we love… There is no one in this world you can trust Eddie Brock… no one but us… Allow us to bond together once more, to have what we once had…" it held out one of its tendrils to Eddie "Once we have become whole once again, nothing will be able to stop us… and all that we've ever wanted… all that was taken from us, denied to us… it will finally be within our grasp…"

"Everything…?" Eddie slowly turned to face the oozing black creature and moved to grab its tendril with his hand… only to be stopped by another gentle hand grabbing him, and his eyes immediately widened when he saw who it belonged to "Ashley…?"

Sure enough, the figure of Ashley Kafka stood before him, giving Eddie a gentle smile as she pulled him to his feet "Close, but not quite. I'm more what you remember of her, but she is here right now. She's outside waiting for you to break free. She believes in you. We both believe in you. Now it's time for you to finally believe in yourself."

"You are not needed, now begone wench." the black oozing mass let out a hiss "We are all that he needs…"

"Well the fact that I'm here means he doesn't feel the same way. His mind created the apparition of me, so I'm here to stay whether you like it or not." Ashley levelled a glare at the ooze, then went on to gently lead Eddie a short distance away from it "You do remember what I told you before, don't you Eddie?"

"I… I think so." Eddie paused and looked up at her "You did tell me a lot of things though, so you might have to be a little more specific."

"I kind of figured." Ashley let out a chuckle "Just because someone stumbles and loses their way doesn't mean they're lost forever. When I look at you, I don't see a monster. What I see is a man in pain, someone who needs help and people that cherish him."

"Yeah… you did say that."

"So she did… but for what?" the black ooze crept up in between Eddie and Ashley, turning its gaze onto the former "Sentiment doesn't change what's happened. We've still lost everything to the Kraang, or to Parker, or to this filthy excuse of a world. It's only a matter of time before one of them takes her away from us too."

"From him. Not from you." Ashley levelled her own glare at the ooze "Don't act like you really care about him. We choose the kind of person we want to be, and when push comes to shove, I know that he'll make the right choice. He already has. Let me show you." she waved her hand, and another scene appeared before them.

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As for the scene in question…

"You know, it's a funny thing really." Goblin X let out a chuckle as he looked down at the battere form of Daredevil and readied an energy blast "When my benefactor first convinced me to take up the mantle of the Hobgoblin, it was mostly about taking his place as the Big Man of Crime, ruling over all of New York like a king."

"King of running your mouth is more like it." Spider X leapt in front of Goblix X and formed a shield to protect himself and Daredevil, then launched himself towards Goblin X and hurled him out of the room.

"Well that was just rude." Goblin X broke off from Spider X's charge and powered through a barrage of energy webbing being aimed at him "As I was saying, at first it was about taking over the city, then I began to think about the big picture."

"Let me guess, then you came across your tiny alien buddies?" Spider X leapt out of the way of an energy blast and launched himself at Goblin X, only to be stopped in the middle of his charge and sent crashing through a wall.

"You pretty much said it yourself Spider-Man. After all, it doesn't get much bigger than conquering the entire world." Goblin X stepped forward and readied another pumpkin bomb to hurl at him "I have to admit that they do have quite the impressive track record, having bested countless worlds and a multitude of civilations crushed. If I wanted to get to the top of the food chain, then it was a simple choice to join them."

"Then that makes this choice all the easier." Spider X launched a blast at Goblin X's face and used his mechanical limbs to carry him further down, firing a barrage of energy webbing at him as he did so "Then let's make this a game of tag, you're it!"

"I'm growing sick of your constant prattling!" Goblin X launched himself downwards and caught Spider X by the shoulders, unleashing a pumpkin bomb at point-blank range, with the explosion that followed engulfing both of them and sending them crashing to the ground. Once the smoke cleared, Goblin X picked himself up, reveaing a good chunk of his armor to have been incinerated by the blast, but he was still ready to fight "Looks to me like… this is the end of the line… for you, hero…"

"I wouldn't… count on that…" Spider X pulled himself up with his mechanical limbs, one of his legs falling limp and blood trickling out of one of his gauntlets "I didn't let the last Goblin have his way… I'm sure as hell not gonna let you get yours…"

"Even if you could get yours?" the mask of Goblin X opened up to reveal the face of Roderick Kingsley "Think about it Spider-Man, the Kraang could use someone like you. What has New York ever done for you anyway? You've fought tooth and nail for over a year to save them from one threat after another, and what have you gotten for it? Branded as a menace, a murderer, just for trying to do the right thing. You could help to take the city into the new world, and there you can be called a hero like you've always wished for, given the respect and recognition that you deserve. You have the chance to be on the right side of history."

"...Did you really think that whole spiel was gonna work?" Spider X shot a stream of webs into Kingsley's face to stun him and took the chance to shoot him with a burst of energy webbing that blew him back up towards the control panel.

"Hm. So be it." Kingsley gave a scowl as he put his mask back on, and Goblin X got ready to hurl a pumpkin bomb at him "If you won't be on the right side of history, then you get to be history instead!"

"Go ahead and try it!" Spider X pounced upwards and blasted through the pumpkin bomb with a burst of energy webbing… only to immediately be met with several more that exploded at the same time, sending him plummeting back towards the ground and damaging his armor even further.

"Before I do this, I just want you to remember, you could've joined us, but this is what you chose for yourself." so Goblin X leapt down and prepared to finish off Spider X with one final stronger energy blast… only for it to be blocked by a shield made of webs "What?!"

"What the hell…?" Spider X lifted up his mask to look at what had saved him… and found that it was a wall made entirely of black webs, much to his horror "No way… Venom?"

Sure enough, it was at this moment that Venom dropped down onto the scene "And here we thought that this was going to be a private party, but whatever. It's been way too long since we had the chance to chat Bro."

"What are… What are you doing here?"

"We figured it would've been obvious by now."

"Hey in case you didn't notice, this party is already private." Goblin X was quick to step forward as he pulled out a barrage of razor bats "If you're planning on siding with this Spider then I have no qualms about ripping you to shreds too."

"Don't get the wrong idea big guy, we might share the same symbol as the Webhead, but all we want is to see him suffer."

"Is that right? Then maybe we can come to an arrangement."

"Let's start with beating him to a pulp and go from there."

"Works for me." so Goblin X and Venom stood side by side against Spider X, and then the two of them charged forward.

"...Yep, that shouldn't surprise me." so Spider-Man discarded what was left of his Spider X armor just in time to avoid a charge attempt by Venom.

"Well it's as they say, teamwork is a beautiful thing!" Goblin X charged at Spider-Man and hurled a barrage of razor bats at him, prompting him to leap back to avoid it, only for Goblin X to hit him with a swift energy blast that sent him hurtling forward.

"And now we've got you!" Venom extended one of his arms to pin Spider-Man to the wall "He isn't wrong you know Bro, and we can tell you for a fact that nothing bonds two people together like HATE!"

"Really, and here I thought it was a secret love of boy bands!" Spider-Man latched onto Goblin X with a single strand of webbing and hurled it into Venom, knocking both of them to the ground and giving him the chance to free himself, then turned to Venom "Listen to me bro, it still isn't too late. You can get past the hate."

"Why would I wanna get past it when it feels so GOOD!" Venom pounced at Spider-Man and managed to pin him to the ground with a black mass sprouting from his arm "And what makes it feel even better is knowing how much it hurts you! It's like we told you, we are poison to every single part of you! We are VENOM!"

"Yeah… I heard you the first time…" Spider-Man spat out some blood from beneath his mask, and then he heard the sound of ringing coming from his belt.

"Spidey, dude you okay? We got April out from this giant Kraang thing and we're about to get out of the ship! What's your twenty?"

"Don't worry about me Mikey, just get April out of here! Daredevil and I can take care of things on our end!"

"Of course you'd be the one to go for the hard way don't you?" Venom promptly stomped on Spider-Man's chest, crushing his Spider Cell in the process "Fine by me. Once we get done with our business here, we'll just find these new turtles buddies of yours and show them what we do to the people you love most."

"Don't even THINK about it!" Spider-Man broke free of Venom's hold with a single kick to the face, stunning him and allowing Spider-Man to gain some distance and load a certain something into one of his web cartridges "You're not gonna lay a hand on the Turtles. They're more than just my friends… They're more like my family. They were there for me at my lowest point and reminded me of why I do what I do, and if you even think about touching them or anyone else I care about, you're gonna regret ever touching that Symbiote." then he wasted no time in firing a series of barrages of electric webs at both Venom and Goblin X, stunning them both with a swift surge of electricity… only for the electric webs to quickly run out, resulting in Spider-Man being pinned to the ground by another one of Venom's tendrils, the hard impact causing him to cough up blood.

"That… was… unpleasant…" Venom let out a hiss, then turned to Goblin X and yanked him to his feet "We want the honor of crushing him to pulp…"

"Yeah well, you're not the only one. I'm pretty sure every supervillain in the city wants to put his head on a platter." Goblin X readied one more pumpkin bomb, only to stop when he saw Venom fully turn to face him "What is it?"

"You should know that we are Venom, a being born of hatred for Spider-Man, but created from a human bonding with what's known as a Klyntar. We heard your words to this fool before we revealed ourselves, and we know what we want… and that's to be on the right side of history. The side that determines the future of this world and all of those who live in it!"

"Dammit Eddie, will you get it through your head?!" Spider-Man latched onto Venom with one more webline and tried to pounce at him, only to be thrown off and tossed across the room in a heap.

"You're wasting your time Bro."

"At least he knows what's right and what isn't." Daredevil leapt down onto the scene and tried to attack the two of them with his Devil's Horn, only to get tossed aside as well.

"The same goes for you."

"Face the facts, you two are both finished." Goblin X let out a maniacal laugh "With both of you out of the way, nothing can stop the Kraang from taking this world as their own, and me from looking it over as a king!"

"Yes, about that…" Venom suddenly whipped around and enveloped Goblin X in a cocoon of black webbing and smashing him to the ground, knocking his mask off in the process.

"What are you doing you fool?! Let go of me!"

"Oh we're sorry, we seem to have given you the wrong idea." Venom gave a wide smirk as he carried Goblin X back up to the control panel "We said we'd be on the side of history that will determine the future of this world… the side that exterminates the Kraang and any wretch that would dare to work with them!" and on that note, he broke open the mutagen and let it flood over the control console, smashing Goblin X down into it as well and allowing him to be enveloped in it, as well as the ensuing explosion, while he returned to the ground level and hoisted both Spider-Man and Daredevil to their feet "Get up, this whole place is about to go up in flames. If you don't wanna die then get moving."

"You just…" Spider-Man spat out some blood as he pulled off his mask, revealing the true face of Peter Parker "You killed him in cold blood…"

"The bastard was working with alien terrorists to destory the world, you're really gonna mourn over him?"

"That's not the- Why did you… help us? You show up to beat me within an inch of my life, and then you turn around and save us?"

"Did you really think we were going to miss out on the chance to inflich pain on you? Of course not, that's why we were created in the first place."

"But then… you helped us…"

"Don't get the wrong idea. We are Venom, and as such we are posion to both Peter Parker and Spider-Man, and we're going to ruin you… but as of now, we want to ruin the Kraang above all else. You can wait." the mask of Venom faded away to reveal the face of Eddie Brock, his expression solemn "Just call it one last gift from me to you… Bro."

"Eddie…"

"Don't even bother. You'll just have to die another time." so Venom fired a sinlge line of black webbing and moved to swing his way out of the room.

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And now back to the viewers…

"You see it Eddie, I know you do." Ashley turned her gaze back to Eddie, with the ooze just watching them in silence "But that was only the beginning. Since then, you've been going out there, saving lives and helping people in any way you can. You know that, don't you?"

"Ashley… I…" Eddie paused as memories flashed in front of his eyes "I spent all this time fighting off the Kraang… not just to avenge my parents… but to make sure that they don't hurt anyone else… Including you… It wasn't just about revenge… It was about helping someone other than myself… Not taking my problems out on other people…"

"Do not be so quick to give in to her pestering…" the black ooze crept onto Eddie's shoulder and let out a hiss "No one will deny the work we've done thus far… but look at what we've been given in return… Nothing! We have no money, no education, no friends! None with the exception of US that is."

"That's where you're wrong." Ashley pulled Eddie away from the ooze a second time "Whether he realizes it or not, all this time the people that truly care about him have been trying to help him in any way they could."

"Be silent wench, take your blathering somewhere-"

"Shut. Up." Eddie turned to face the ooze and levelled a glare at it, feeling Ashley gently grip one of his hands in hers "She's right. All this time I was blinded from the truth, that I'm not as alone as I wanted to believe I was just for an excuse to feel sorry for myself. I've got people that believe in me, and I'm not letting them down. Not again."

"You say such things, yet you cannot reject what you have already chosen to become!"

"Then I'm taking back that choice and making a new one."

"And it's the right one this time." Ashley patted Eddie on the back and let him go as she faded form his view.

"Good. Now let's do this."

"You will come to regret this choice." the ooze took a new form, that being the usual hulking mass of Venom, and pounced at Eddie in a rage.

"I already regret a lot of things. What's one more?" Eddie ducked under Venom's lunge and dealt him an uppercut fist to the jaw, sending him hurtling into the wall of his mindscape and crashing to the ground "Sorry about this roomie, but you might wanna call this an eviction notice."

"You are such a fool. Do you even truly understand where we are?" Venom melded into the ground in a puddle of black ooze, then shot a multitude of black tendrils out from every angle to bind Eddie in place, then slowly sinking him into the dark abyss as the face of Venom appeared before him "We have already taken root within Eddie Brock, be it in mind, in body and in your very soul. There is no point in this struggle, for there is no place that you are able hide from us."

"He doesn't need to hide." the form of Ashley appeared again to pull Eddie out from within the black abyss "Because he's a lot stronger than you give him credit for it."

"Stronger than I give myself credit for." Eddie took a breath and paced himself, the images of several people (Ashley most prominently, both of his parents May, Gwen, even Peter, and many others) all appearing behind him "So you want to dance? Then let's dance." and so he launched himself forward, running along the black tendrils being hurtled towards him until he landed on the face and land a fist square in the center of it.

"You cannot break free of us that easily!" the form of Venom appeared behind Eddie and moved to pounce at him, only to be stopped Eddie landed a kick to his chest, a fist to his face, and then grabbing him by the throat and slamming him into the ground, which then caused all of the black and gray to fade into white, the Symbiote shrieking as it disappeared with it.

"So that's it… it's over…" Eddie breathed a sigh of relief as he sat on the ground, and looked over at the figure of Ashley "Thank you. For everything."

"Anytime. I'll be waiting for you on the other side. The real you I mean." Ashley gave him a small smile and a kiss on the cheek, and then she evaporated, along with everything else.

"In that case, let's see where it goes." and then Eddie faded away too, but not before giving one last look at the silhouettes of his parents in the background.

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Now back to reality…

'In that case, let's see where it goes.' Eddie burst out from the cocoon, hitting the ground and falling to his knees as the Symbtioe began to slide off his body.

"Please Eddie, do not do this!" the Symbiote reached out to him in desperation "Think of what we have had! What we could give you! Don't be persuaded by sentimentality!"

"I'm not persuaded. Not by you. Not anymore." Eddie slammed into the bell, creating a wave of sonic vibrations that causing the Symbiote to shriek in agony, giving him the chance to finally peel it off altgoterher and throw it into a nearby bucket.

"I think that's enough of that." Spider-Man webbed over the bucket, trapping the Symbiote inside of it, and then he turned to Eddie "That… wasn't fun, was it?"

"No… it was like a kind of hell…" Eddie paused and went over to another nearby bucket to puke in it "Was it like this for you?"

"More or less. But you did good." Spider-Man paused and looked down to see Ghost Spider trying to climb up the side of the building with Ashley on her back "Call it a hunch, but I get the feeling that's your girl coming up right now." he looked over to see Eddie now fiddling with the teleporter attached to his wrist "Dude, what are you doing? She came all the way out here to try and help you."

"Yeah… I know." Eddie stopped and looked up at him "But… I can."

"Isn't she what helped you get through that? I did hear a few things from out here."

"I know, and she is… but I can't see her. Not like this. I'd rather be able to do it with my head held high… when I don't feel like a monster." Eddie pulled himself to his feet and climbed down the ladder underneath the bell to a lower level of the tower, with Spider-Man climbing down after him "I don't need you following me, I'm not gonna puke out the black ooze or anything like that."

"I didn't think you would. Not until you said that anyway." Spider-Man paused and pulled off his mask, revealing the face of Peter Parker "But I feel like we gotta talk. Like real talk."

"See that's where we have pretty big differences. I think it's pretty obvious by now that open and honest communication isn't a big strength either of us have."

"No arguments here. A lot has gone down since the last time you and I talked." Peter let out a chuckle as he sat on the ground inside the bell tower, with Eddie sitting opposite of him "Our parents were best friends. They were the ones who brought us together."

"You'd think them dying would've split us apart. Maybe it should've. Maybe it would've if we weren't trying to fend off their killers."

"Hold on, what now?" Peter's gaze snapped over to Eddie "You wanna fill me in on some of those details?"

"I didn't find out until after I bonded with my… other… during the Technodrome thing. When it did, I saw what it had seen during the time the Kraang were holding onto it. A list of scientists they had approached over the years trying to perfect their Mutagen. Guess who was on that list at one point when we were kids."

"You mean… my parents… your parents…"

"Yeah. Their lab was about to lose the last of its money, and the Kraang approached them with the offer of funding in exchange for doing their part to perfect the ooze. They went along with it for awhile, until they discovered what it's really meant for. After that they tried to warn some of the higher ups like SHIELD about it, even tried flying to DC to warn the government, however that might've worked out. Too bad their plane never made it out of the state." Eddie cringed as the memory flashed through his mind "We got somebody called Subprime to thank for how that turned out."

"Subprime?"

"Apparently the second in command of the Kraang, some kind of freaky spy master. Very few have ever seen his real face, and even fewer live to tell about it. Our parents aren't among the people who saw it, and the Kraang have been kept secret until now."

"My god…" Peter fell silent for a moment, until he finally found his voice "I had no idea…"

"And yet you wound up fighting the Kraang anyway. Probably fate or some stupid BS like that in play. The difference being you were in it to be a hero. I was mostly in it for revenge." Eddie let out a bitter chuckle "Guess it's not that surprising."

"Here I thought you didn't want to talk about it."

"Maybe I changed my mind. In any case, one thing is pretty clear to me right now. The two of us are probably better off not seeing each other for the time being."

"Hm…" Peter paused for a moment, until he looked back up at Eddie "I was actually kind of thinking the same thing."

"Huh. I didn't think you were gonna agree with me."

"I've got a lot of responsibilities on my place. Aside from the Kraang and the whole Spider-Man thing, I've got graduation coming up and I gotta prepare for that. You just got a lot of shit to work through."

"Figures. Of course you'd think so little of me." Eddie scowled and moved to look away, but paused as he noticed the downcast look Peter was giving him.

"Bro, I practically worshipped you when we were growing up. I thought it was gonna be you and me, and Gwen, side by side to the end of the line. But at the end of the day, I guess you're you and I'm me. I know you're better than the stuff you've done, really I do. But if I'm gonna be honest, maybe we went our different ways a long time ago, and it took us way longer to realize that."

"Hm… so what then?" Eddie turned his gaze back to Peter "You think it's for the best if we don't see each other?"

"I know that's what you've wanted, whether you realize it or not."

"...I guess so. Maybe I'm better of solo anyway." Eddie pulled himself to his feet and looked up to see Ashley and Ghost Spider on the level above them "I should probably go my own way at this point. But maybe we'll see each other again. Someday. See ya around. Maybe." and on that note, Eddie activated his teleporter and was gone in an orange flash.

"Yeah… see you around Bro." Peter's face fell as he put his Spider-Man mask back on and made his way back up to the top floor of the bell tower, finding Ghost Spider and Ashley waiting there for him "Hey."

"He's gone, isn't he?" Ashley whispered, even though she already knew the answer, and she looked out at the night sky.

"Yeah. I'm sorry."

"Dude!" this was when Turtle Titan pulled himself up onto the bell tower with his kusarigama chain, with Nightwatcher, Casey, Donnie and Leo right behind him "You okay?"

"More or less. Venom's gone, and he's not coming back anytime soon." Spider-Man picked up the bucket containing the trapped Symbiote "I'm thinking maybe bring this over to the Avengers Tower, see if Iron Man can figure out what the hell to do with it. I've had enough of this thing to last a lifetime. Speaking of which, what happened with the Mighty Mutants or whatever they call themselves?"

"Slash and Tiger Claw took off, called kind of a truce, said they were gonna keep doing their thing and fighting off the Kraang." Turtle Titan paused and looked around "And Eddie?"

"He said he wanted to go his own way, be solo for awhile… and I doubt he and I are gonna be on speaking terms anytime soon." Spider-Man's face fell and he looked away.

"Sorry about that bro." Turtle Titan paused, then gave a weak grin "But if it makes you feel any better, you still got the rest of us. We got your back man."

"Yeah. I know. A far cry from where I was last time Venom and I went at it." Spider-Man gave a small smile underneat his mask as he wrapped an arm around Turtle Titan and felt Ghost Spider gently grip his hand in hers "I got a pretty good team right here. Nobody ever said a turtle can't be a spider's best friend, right?" his fell slightly as looked at Ashley and followed her gaze out into the night sky 'I know things have been said Eddie, but I don't want to give up on you, not just yet. Just hang in there… Bro.'

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Meanwhile, with the former anti-hero…

'So that's the end of it… Venom no more I guess.' Eddie let out a long sigh as he made his way through the cemetary, stopping when he reached two identical graves in front of him "Hey mom, dad… I know it's been awhile, and I'm sorry… I've been going through a lot… and yet I feel like I'm no closer to figuring myself out than I was before… So what the hell do I do?"

"Maybe I can help with that."

Eddie whipped around to find a familiar green suited figure standing in front of him "What the hell- Max?"

"Don't call me that!" Electro let out a snarl as his body surged with electricity, but it died down as he composed himself "I don't like it when people call me that. Just go with Electro for now, okay?"

"I know, you like being called that. I kinda got that from the last time you tried to fry my liver from the inside out."

"Yeah, I'm… sorry about that." Electro cringed and looked away.

"So how did you find me here anyway?"

"I didn't know you were here, but my… well I don't know if I'd call them friends, but the group I'm with picked up a huge radiation trail and sent me out here to check it out. It led me right to you pretty easily."

"Huh. Figures." Eddie paused and looked at the teleporter on his wrist "In hindsight, powering this thing with plutonium probably wasn't a good idea. So you said you got new buddies? That uh… that's good for you man."

"Yeah. It just takes one guy to reach out to you I guess. He did a lot for me" Electro, turned his gaze back over to Eddie "Maybe he can do it for you too."

"If this is your way of trying to get me to join the Sinister Six or whatever you call yourselves, you can count me out. I'm not into the whole supervillain thing. Not anymore."

"It's not like that. Not entirely anyway." Electro paused and turned back to Eddie "The thing is that the group we've got now, we all got screwed over in one way or another, and we kind of just drifted towards each other."

"To try and conquer the city or something."

"No! Well yeah, in the past. But this time it's different. There are way worse guys than us out there right now, trying to do god only knows what. They gotta be brought down, and we gotta be ready. I know things have been rough for both of us, for me with all of this and you losing your job from the Connors' lab-"

"You know about that?"

"The doc keeps tabs on a lot of stuff. But there's gonna be a huge fight on our hands, and we gotta be ready for what's coming. And I think you know that the more people we got on our side, the better our chances." Electro held out a hand to Eddie "So what do you say?"

A/N:

So apparently the Turtles and the Spiders are no longer the only group dedicated to thwarting the Kraang's operations, since apparently there's a new group of mutant and spider-themed heroes in town: the Mighty Mutanimals (unofficially named that for now). This time the team consists of the Newtralizer (whose membership ends almost as quickly as it begins), Venom (same, but for other reasons), Slash and Tiger Claw. But in this case, the enemy of their enemy is definitely NOT their friend, at least not at the moment. Newtralizer and Venom are obvious, but Slash and Tiger Claw are a lot more… tentative in the truce they call at the end of the battle.

Aside from that, there's also a lot of character drama. Mikey in particular is fairly hesitant to let Peter go back into the fray after everything that's happened. Some of you might think this a backslide of his character, but think about it. How would you react if your best friend was turned into a giant spider monster for two months, and then wanted to go back out and fight the people responsible? Plus keep in mind that despite everything, he is still teenager, and as Mikey himself put it, people have actual feelings, real and squishy as they might be.

In addition, we get the inevitable and long awaited confrontation: the Spiders and Venom go at it once again, and it ends with Eddie finally being freed of the influence of the Symbiote for good… but that doesn't mean his story is over yet. Trust me, I've got a few more things planned for him. And don't forget, just because he's free of the Symbiote, even if it's of his own free will this time, doesn't mean the drama between him, Peter and Gwen is over yet. Also the revelation of how the Kraang tie into Peter and Eddie's history: their parents were among the Kraang's victims years ago, mainly at the hands of Subprime. So yeah, that's gonna be a lot of fun when the time comes for that confrontation. Speaking of confrontations, Eddie meets an old friend at the end of the chapter in the form of Electro. Keep in mind that based on their interactions in Electro's debut episode, the two of them did seem to be friends at one point, so I thought it only made sense to try and expand on it, and maybe show a hint of where Eddie's character may go next. At least the very next step, but I've got his endgame goal figured out, and we've still got a little ways go before we can reach that point.