Baxter Stockman did … not have the best villain career. Thanks to the turtles and Spider-Man, every plan he had was foiled time and time again. And after a very specific foiling, he'd been taken in by … the Foot Clan. From there, he went from super villain to lacky villain.

No respect, short time frames, constant punishment for failure, and barely enough time for eating and sleeping. Honestly, part of him preferred prison. If he had just kept his head down, or robbed a city outside of New York; life might've gone better for Baxter. Seriously, with how many freaks were popping up, the smartest move he could've made was probably leaving this god-forsaken city.

But nope, he was stuck, knife at throat, next to Xever and Bradford, all but begging for his life as probably the deadliest man in the city was mere inches from killing them all.

"Another excuse for your failures?" The Shredder asked, glaring down at the three of them. Ever since the Karai thing he'd been in a particularly bad mood it seemed.

"All Stockroy's fault sir." Bradford stated bluntly. "They were nothing but a weight in the field we had to carry." Oh sure, expect an untrained man to jump down a five story building with no support equipment or powers!

"We did our best, but with his lagging we could not fight both the Kraang and the turtles." And how did Xever repay him for giving him legs? Either mocking him profusely every out on the hour, or throwing him under the bus… quite literally on most occasions.

"If you had just listened to me, the implosion device would've been ours for the-"

Shing

"I do not have the patience to deal with your incompetence, Stockman." Oh come on! The one person that regularly remembered his name was also the one that nearly killed him every five seconds! How the hell was that fair!?

"He does have a bit of a point." The still injured Karai stated, walking into the room. "You claim to have all these fancy inventions, from robo raptors, to the Shocker suit, to Xever's legs, yet you never bring them to the field. For a scientist you're not very smart." He couldn't tell who was worse between her and the quipping heroes.

All these arrogant idiots, they all thought they were better because they were stronger or freaks of nature. He may have been feeble, but Baxter Stockman's genius was unparalleled in its might! If he had the chance to truly put his intelligence against these guys…"Allow me one, one chance to make up for my… shortcomings." He reluctantly bowed his head.

"... I'm listening." The Shredder spoke.

"As Karai so eloquently put it, I work better when I build. From machines to schemes. I could make a trap so complex that the turtles and Spider-Man could never escape from it … given the resources, an empty location … and people to lead them into it." Baxter grinned.

"...What do you require?" Yes! Everything was going to fall into place! And this metal coated bastard was going to give him everything he needed on a silver platter.

"The Kraang parts we have, scrap metal for a couple bigger machines, an empty warehouse that doesn't seem too suspicious." He listed off. "Along with Bradford and Xever to lead them inspide …" Baxter thought about something. It was pushing his luck but … "And maybe Shocker himself, causing Spider-Man even more trouble while he's stuck in my … I mean the Foot's, web."

"You expect us to work with that pillow coated clown of Tombstone's?" Xever glared skeptically.

"Remind me of the 'clown's' record of making the Spider flee compared to yours, Xever." The Shredder glared right back. "The moment you regained your ability to fight, you were knocked out by a pile of garbage." Plus side, he wasn't the only one being insulted and threatened tonight. "It will cost money however … money and resources I hope to not waste." They fixed their gaze back on Baxter.

"Worse case scenario it doesn't work." Karai shrugged. "Then we hand Baxker over to a man with a … livelier sense of humor." IE, the cackling man on the Shredder's personal line.

"Don't worry, I plan to make sure EVERYONE gets what's coming to them." He heard stories of the man that had worn his vibrational protection exosuit, the suit that would have made him millions! Yet it was stolen….and used as grunt force for some d tier villain of the week! The heroes that trounced him, the villains that treated him like dirt, and a man who disgraced his name … oh, all would pay!

Leo cracked his neck for what felt like the tenth time today. It had been about half a week since they dealt with Venom, and it was only now that he and his brother's were finally shaking off the worst of it. "Okay, I think I figured out something we need more than pizza." Mikey groaned. "A new source of entertainment."

"Really?" Donnie asked. "More than pizza?" It must be serious for Mikey to suddenly NOT be worshiping at the altar of baked dough covered in tomato sauce and mozzarella.

"Topside became way too exciting and weird for just Space Heroes and the small amount of comics we keep in the lair." The younger brother replied. "Although I could do with something less on the 'breaking bone' variety … yo Spidey, you have any ideas?"

They turned to said hero, who looked particularly lost in space… more than usually. In fact, Peter was strangely silent tonight…. and yesterday, and the day before. It was almost like he was taken over by another symbiote, minus the bad attitude.

"Earth to web head." Raph snapped his fingers in front of the dazed Spider-Man's face.

"Why-who-wasn't thinking about Gwen." He said suddenly

"...We didn't say anything about Gwen." Leo responded. "...Something on your mind?"

"What, no, why would there be anything on my mind about anything Gwen does!? It's just something between the two of us, nothing to wonder at all about!" They waved their hands dramatically.

"Dude, you are less subtle than Donnie." Mikey called out.

"Hey!" Said turtle shouted in offense.

"He's got a point." Leo nodded. "What, did you ask her out or something?"

Peter looked at them, before sighing. "At the end of Thanksgiving, Gwen … kissed me before running to the car."

The turtles stared at him. "I feel offended on behalf of nerds everywhere." Donnie stated. "Mary Jane, Liz, Gwen, Black Cat, Karai for that one second before you mauled her.." That may have been alien control, but Leo was still slightly bitter about it. "…. I'm starting to see an unhealthy pattern coming from you."

"Male friends turning into supervillains and female friends hitting on me?" He asked sarcastically. "Well Karai isn't so much a friend as an enemy who wants us all dead."

"For all the times you complain about girl's not liking you, you sure have a shell of a lot of them hitting on you." Raph smirked. "I think you're just too dumb to actually handle a girl in the first place." That earned him a web to the face. "Worth it."

"Not inaccurate however." Leo shrugged, simply getting a glare.

"Oh, what if the Spider bite made him a girl magnet?" Mikey asked.

"No." Donnie shook his head. "If we're going by Spider pheromones then it would only work on aggressive women." Their nerdy brother scratched his chin. "That or they're planning on devouring you piece by piece after biting your head off."

"Well I know what I'm looking forward to." The boy muttered. "So, I now have multiple women to mull over … plus side at least Black Cat is purely a Spidey person, and Karai has a weirder thing going on with Leo."

"It's not that weird." He argued.

"No, it's just sad." Raph ripped the webbing off his face.

"I thought Donnie's crush was sad and Leo's was stupid?" Mikey asked.

"The fact Leo's not even denying it makes it both." Their short tempered brother explained.

Well this was already getting nowhere. Leo tried to look around for a new topic … noticing something. "Dogpound and Fishface?"

"Out in the open?" Spidey glanced off a ledge. "That's unsubtle even for them."

"They're giant mutant monsters, how would they be subtle?" Everyone gave Raph a look. "We had years to get used to our bodies, they didn't."

"Just saying they normally wouldn't go out in the streets like this. They normally stick to fighting in warehouses and alley's nowadays." It wasn't the biggest change in tactics they could have, but it was still notable.

"Maybe they're after something nearby?" Donnie guessed. "If they're after Kraang tech now, it's probable that they're going after a stash of some kind."

"Fish Face is gonna get metal legs, and metal arms." Mikey said with horror. "He'll be Octopus Face!"

"...Okay, we need to get you a thesaurus or something, because you're starting to slip with the names again." Spider-man counted. "We already have Doc Ock, having two octopi theme villains feel's redundant.

"That's why we have to stop them before it's too late!" Their little brother argued.

Leo looked down. "We stay hidden, wait until they lead us to the stash, ambush them and nab it for ourselves. Wouldn't be the first time we trailed someone."

"Forget that, let's pound the information out of them." Raph argued.

"Raph! We've been through this already, remember?" Leo reminded him. "If we're impulsive, we're gonna land into some kind of trap. Don't let this be another return of Snakeweed."

Their short tempered brother winced in retaliation, and sighed. "Fine, but the second they do something, I'm jumping in."

"Good." FINALLY! Raph was listening to his orders. Maybe they were FINALLY growing as ninjas for once.

They subtly walked over, hanging to the shadows as they watched the two move ahead to an intersection. Dogpound seemed to look over a building, their face twitching, before signaling Fish Face with some kind of hand signal.

"Dang it, I hate when they play charades-" Peter paused. "Look out!" Spidey suddenly screamed, moving Donnie out of the way of a familiar green blast.

"Seems you lot got a couple of pests tailing ya!" Shouted a recognizable southern voice shouted out. "You both grab the loot, I'll keep the vermin at bay."

"Shocker?!" Leo called out as they were forced to take to the streets. "How many times can one guy be broken out of prison!?"

"I had my bail paid this time actually. I'm just payin it back." The man stated, firing off another blast as the turtles were forced to scatter.

"Shocker Shocker Shocker." Spidey tsked as he swung around the buildings. "You don't need to hide out in the middle of the night, the world will accept that your love of animal people is a natural and beautiful thing."

"So the Spider lost both his black suit and fangful side…shame, I grew used to not hearing your annoying banter!" Fishface shouted as Mikey threw his chain around his leg, only for the mutant fish to pull it forward and kick the incoming Mikey in the chest. "Plus side, now the blood won't show when we leave your corpse bleeding out on the street!"

"Right idea, wrong corpse!" Raph screamed, going after the fish man as Spidey did his best to distract Shocker with webs. "Maybe this time I'll make it so you can't talk when we're through!"

"Ahh, still salty about the bite I take it?" Fishface asked, kicking Raph away. "I can always double the dose, make it so you don't even remember the pain as the life slowly drains away from you!"

"You keep terrible company Bradford." Leo commented as he and Donnie tagteamed the giant mutant mutt. After going up against someone like Venom, they were significantly more confident against less aggressive (by comparison at least) foes like Dogpound.

"Meh, you take what you get." They said, punching away Leo as they ran to an empty building.

"And here I thought you were a Corgi, not a scaredy cat!" Donnie shouted as they ran after them.

"Now now, let the man run off!" They dodged another blast from Shocker. "He has things to collect, and you have enemies to focus on."

"Seriously Shocky, I thought the Sinister Seven would have taught you, one vs Spidey is a sucker's bet!" Peter shouted, slamming into the man's back. "Look's like this ole cowboy's lost his grit. You're usually more well guarded than this."

"Got the suit reimbursed." They growled as the arms began to glow brightly. "Less of a coward's guard for more fire power. Let me pay you back for the arm to demonstrate!" With a shout, they began to rapid fire off blasts of shockwaves like a machine gun.

"For the….Guys, did I do something during my emo phase?" Peter genuinely asked as he kept flipping out of the way.

"… Nothin too bad." Mikey looked away before being kicked by the fleeing Xever.

"DON'T ACT LIKE YOU DIDN'T STAB ME ALL THE WAY THROUGH!" The yellow fishnet villain shouted like a loon as he continued firing all over the place, actually hitting Dogpound into a wall as he was about to strike Donnie down.

"Watch it, you walking southern stereotype!" Bradford yelled.

"That doesn't sound like 'nothing too bad'!" Spidey shouted.

"… Not too bad compared to the Vulture." Mikey winced.

"What did I do to the-!?" Spidey was cut off after a blast knocked them into a wall. "Shocky, …I don't suppose we can just say both sides made mistakes and let bygones be bygones?"

"Sure…only after I liquify your insides at close range with max power." The villain growled as his entire body seemed to shake with energy.

"Thought so." With a sigh, the web head jumped, avoiding another strong blast.

"Fishface and Dobpound are getting away!" Raph shouted. "After them!"

"That is NOT my name!" Dogpound yelled, using his bone covered arm to block shurikens Leo had thrown on them.

"Then come up with something cooler, or get a shave!" Mikey yelled, tripping the mutt with his weapon. "Cause I see no reason to change it anytime soon!"

"I could think of a title." Fishface grinned. "The one who got away with the loot while the turtles were busy." He said, moving inside the empty building.

"Busy with what?" Donnie questioned as they headed in after them. "Last I checked, you're the one's running with your tails between your legs."

"Which is really funny, given only two of you have tails to put them between!" Spidey quipped. "No offense Shocker, one day you'll find your true and trusted Fursona."

"Oh … that is gonna make this so much more pleasant." The man growled, following them inside as he slammed the door shut.

Leo looked around. No Kraang tech in sight. No money to rob. No valuable ninja equipment. "Empty … trap!"

SHING

The lights went off for a second, only to come back on…. and seeing the entire room had changed. It was completely black and white in a checker pattern, giving off the illusion that there was no beginning, middle, or end. It was actually quite dizzying to even look at. "That's the thing about you little pests." Shocker chuckled. "When you think we're workin hard to keep you off our tail, you'll chase right after it with just as much force."

"Shocker, with a trap." Spidey clicked his tongue. "And here I thought you were a straightforward and honest fella. Then again when you work with someone like Bradford you have to lower your standards. He's a catfisher after all." He paused. "Dogfisher now?"

"Keep talking bug, you're only going to make this all the more satisfying." Dogpound laughed. "Stinkman! Destroy the pests!"

"I will …" Gas began filling the room. "ALL THE PESTS!"

{Chemical} Peter's spider sense was telling him breathing in that mist was not a good idea. "Dexter, been a while! How's the card carrying villainy going for ya!?" He shouted, trying to hit the walls. Too dense, would take too long to break through.

"BAXTER! BAXTER STOCKMAN!" The stingy scientist shouted. "HOW DO YOU KEEP FORGETTING!? I'M YOUR ARCH NEMESIS!"

"Whoa, Toaster Fleemen, that's a pretty big claim." Mikey coughed. "We have like, five different villains that are more archer than you."

"Green Goblin, Doctor Octopus, Tombstone, Shredder, Venom, the list can go on really." Raph nodded, pointing to Shocker.. "Heck, pillow boy over here is more rival worthy than you."

"What's in tarnation is the meaning this, you low life nincompoop!?" The fishnet wearing Montana growled. "You're suppose to gas the pests, not us!"

"Oh I'm taking down ALL the pests!" They shouted. "From Spider-Man and the turtles who seem to want to foil me at every turn!"

"Threaten a life and we'll be there." He winked.

"To the Foot that belittles and treats me like some sort of bug!"

"You mean you weren't one already?" Fishface asked.

"Honestly I keep mistaking you for a housefly, you're so low on the totem pole." Dogpound nodded.

"And you … 'Shocker' … bringing dishonor to one of my GREATEST creations!" They shouted. "I built your suit, and you're a D lister!?"

"I'd actually vouch him as a C lister." Donnie spoke up.

"Least I can actually put this darn thing to good use. What in the blue blaze would you have done with it?" Shocker glared.

"Destroy all of Tricorp, the Big Man, then take over New York City as its king!"

"...THAT'S your whole plan?!" Spidey couldn't help but snort. "Lester, you made a slightly more durable body pillow at best. King of New York is WAY out of its capability! King of the mattress store is more like it…no wait…..King of the teletubbies! You already made it cuddly enough!"

"Oh I wouldn't be so confident … when you're standing in your greatest weakness … PESTICIDE!" They cackled over the coms.

{Chemical}{Chemical}{Chemi- … Hmm … guess the Spidey sense realized it wasn't a threat. Pretty sudden though. But … "Gaack." Spidey said. "Oh no… I'm failing …"

"No…no he can't be serious." Bradford shook his head in disbelief.

"I see a bearded man in the sky … he's wearing sandals … so out of fashion …." The turtles chuckled as he continued. It's been a long while since they had a good laugh in a time of crisis.

"Yes! Yes! FEEL the poison coursing through your veins! FEEL THE AGONY OF YOUR DEDEAT!

"Oh so many regrets … so many …" He fake coughed . "Mikey … I was the one who ate that last slice …"

"YOU BASTARD!" Mikey pounded on his chest, which didn't hurt a bit.

"Raph … tell the Jolly J … to draw a smiley face on my obituary… he's earned it …"

"I'll draw a mustache on your lifeless face for extra measure." Raph laughed.

"… Oh …"

"Leo … I will admit … the guy with an orange shirt … was cool in Space Heroes …" He continued as he could see Xever start to chuckle.

"Why…why did you only see the truth now…WHHHYYYYY?!" Leo dramatically added to the mix.

"You can stop now …"

"Donnie … my research grants … will go to you …"

"Cool…I think I can pass off the web fluid as an extra sticky super glue." Donnie thought about it…"Actually since you're always going on about money, that's a legitimate option we can go with." Huh…something to note in the future.

"Bradford … tell the community … I survived the hidden third fist … in your fluffy beard …" He dramatically coughed. "For old times."

"Are you going to wrap this up anytime soon?" The mutant mutt asked impatiently.

"Shhh, you have to let the drama fully set for this super intense moment." Mikey shushed the guy.

"Remind me why I don't just squash you all now?" Shocker asked impatiently.

"Make a mockery of me will you!? Then taste my buzzsaws of doom!" The room grew out fast spinning blades moving all around.

"No…no… not buzzsaws… and here I am… weak… defenseless…" He leapt to the wall and moved out of the way. "And completely fine and dandy, almost like nothing happened."

"He's been obsessed with the idea that bug spray does something." Leo said, jumping over a blade. "And how about we try to kill each other after we beat up the guy who trapped us?"

"Team up with him!?" Raph shouted, pointing at Fishface.

"I'd sooner serve myself up with soy sauce and white rice!" Xever agreed with the sentiment.

"Is now really the time to argue!?" Donnie shouted.

"How about I bring out the hammers … of doom!" Mallots began swinging all around.

"Dude, take it from someone who struggles with being creative…you need to branch out your name and brand!" Mikey shouted, bouncing off the walls. "No one's gonna take you seriously if you just keep saying DOOM all the time!"

"Not everything I own is … just try to survive the maze … of-just the maze!"

"Oh Fester, you're always good for a laugh at least." After Venom, no way a d-lister like Stockman was going to take him off guard. "Like a measly can of spray is gonna-"

Bong

"Gah." Wow, that hammer came so fast Peter's spider sense didn't even go off. And he flew so fast he didn't notice when a saw nicked his arm. "Agh….okay, that's gonna leave a bruise in the morning."

"Spidey, look out!" He felt Mikey's chain wrap around his torso as he was pulled back-whoa! Another saw was just about to slice by his face! "Come on, you can dodge bullets like their pillows, you're better than this!"

"..Right, just…gotta stop laughing on the inside." He usually saw big traps like they're coming a mile away. How was he almost a sliced spider summer sausage?

He jumped into the air, web slinging to avoid the saws and hammers. "How about some orbs of …. Being orbs!" Baxter shouted as multiple spikey balls flew in the air, firing lasers.

"Definitely an F on creativity Truckman, so sad how you never managed to get an A from the teacher that mattered most." Peter quipped, before a laser snagged his leg. His reflexes were there, his speed and agility seemed to be fine. But he didn't even sense that the orb could… sense ….

"...Oh you have got to be fucking kidding me." The Bug spray took away his spider sense!? Then again, this was a large dose, so most people would lose their sense of taste or smell…..but STILL! Bug spray, worst… weakness… ever! "Hey I don't know about you guys, but staying in one place while good old Bacboy plays with his toys doesn't seem very fun!" They needed to move out here, somewhere less exposed and trap filled. "Yo Bradford, how about you use that muscle and bring down the house!?"

"And why should we listen to you?!" Dog yelled as a piece of his bone was chipped away by a saw.

"Because the alternative is getting sliced in half by Glockfield of all people, and I'm pretty sure getting pounded on by a shrimpy nerd wounds whatever sense of pride you claim to have!" Leo noted.

They stared at Leo for a second, before growling as they moved back, slamming their body into a wall and cracking it into another section of black and white. "Just until we pound Stinkman!"

"You heard the reasonable dog, every animal and fishnet into the hole!" Spidey shouted as he swung down. He had to stay cool and play off the dullness. If Dogpound or Shocker learned about his spider sense, and how to counter it, New York's baddies would be stealing them by the pallet. Heck, the jolly one himself would probably make his own brand. "We can do this." He assured the group, putting a hand to the wall as it seemed to calm down. "If we work as a teeeeaaaammmm!" He screamed as he went through the wall black wall, an apparent optical illusion, and onto a long flight of stairs. "GAAH! OW! PAIN! GRR!"

"I could've sworn the spider was much less pathetic on his feet." Xever scratched his head.

"Ran into a real dangerous dude, took him off his feet." Mikey lamely excused. "We were hoping you guys would be fun and easy."

"Spidey, what's up?" Leo asked quietly as he reached Peter.

"Turns out, bug spray doesn't kill me." He responded back with the same quiet tone. "Just turns off Spidey Sense."

"...That is the lamest weakness ever." They responded.

"How do you think I feel?" Bad enough Venom was useless against it, now he had to worry about holes in the ground.

"Can you … fight?" Leo asked. "You know, not rely on your body telling you what to do?"

"I had a long learning curve of trying to swing around New York without even knowing what my spider sense was … I can manage for one night…hopefully."

Montanna did his best to look straight, trying to ignore the twisting environment around him. Best way through a maze? Blast your way straight until you reached the exit. This Stockman fella may have been smart enough to built the doohickey that gave him his current skillset, but he was an absolute amateur with torture and killing. Not to mention a few screw loose of a doornorb if the inane prattling was any indication. "So then I got expelled, could you believe it!?"

"For using real, molten lava, and thus endangering the lives of every classmate you had just to fuel your own ego?" The prattling of the Spider didn't help. "The nerve of some people."

"Exactly!" And the moron didn't get it.

"Why are we humoring this nutjob?" Xever asked.

"Longer he talks, the closer I can get us to him." Donatello stated, holding some sort of doohickey on an oversized and ridiculous lookin mobile.

"Then I went to college, Barnard now Columbus mind you, where I met my best friend. Otto Octavious." They went on.

"Wait, you met Doc Ock in college?" Michelangelo asked with a surprise amount of interest. "Do all mad scientists know each other?"

"We have a community of sorts, I've heard a couple things here and there." Baxter stated."Dr. Falco fell out of contact a while back, and Micheal Morbius has been doing his own thing with a bunch of bats, but that's beside the point." This idiot continued. "From there we had wonderful time working up wonderful ideas. An artificial intelligence with emotions, ways into the mind in order to understand the human psyche, a portal device to help supply routes."

"Did that portal one pan out?" Donatello asked.

"Nah, I had mild success but the project would have taken too long with today's technology … a guy named Jonothan Ohnn claimed he saw the face of god though …." Baxter kept going. "For some reason he couldn't decide if it looked more like a bagel or an Axolotl … weird…"

"I'm gonna go madder than a hatter if this idiot keeps on talkin." Montana grumbled. This should've been a simple job, but now, he had to deal with the incompetence of the Shredder's lackeys making things more tangled up than a tumbleweed. Where was the integrity in fulfilling your duties?

"Oh mad hatter, I do believe you've come to the guillotines!" The idiot shouted as blades descended from the sky. "The guillotines of … bad times!"

"Just go back to saying doom, the bad names are going to kill us even more by this rate." Rapheal rolled his eyes as everyone kept hoping about like a bunch of headless jackrabbits.

"Even Doctor Octopus had better naming skills than you." Michelangelo insulted as they leapt over a swingin blade. "..Actually, you know what, THAT'S your problem, Tester! You're just a low rate Doc Ock!"

"Low rate-I WAS a villain way before he was! I was one of your first enemies!"

"Yeah, but he had some menace to go along with the superiority complex." Spider-man said as one of the laser weapons sliced through his back. "Like punching people in the face instead of just being a coward hiding behind machines!" He shouted, ripping off a panel and swingin it at the laser weapon.

"Even if he was as bloated as a whale, he still went out, arms and all." Leonardo nagged.

"Not to mention that while you created Shocker," Donatello went on. "No offense, he created Sandman, Rhino, and his own arms that move as fast as thought. It really puts the levels of intelligence into question."

"I AM A GENIUS BEYOND COMPREHENSION!"

"A genius that failed at killing the turtles twice." Xever stated.

"Oh like you came any closer! You couldn't even walk until I gave you those legs, and you still have the gall to mock me!"

"Larry Gapper has a point Xever." Raphael retorted, dodging a blade.

"You've been calling him Fishface, how is his name more memorable than me!?"

"Because he had some bite to him way before he grew gills." The wall crawler called out. "You, all you do is hitch a ride on whatever falls into your hands. You did it with a t-pod, now your doing it with the Kraang tech and The Foot's resources."

"Then how about this original idea!" A wall shot out of the ground, knocking the web head back as Montana, Xever, and Raphael became isolated, with the hall behind them spinning around like some kinda rotary fan.

"Splitting us up into a death trap, so original." Montana shook his head. "So unprofessional. If ya gonna backstab ya client, have the decency to finish the job you started before."

"I hope the irony of a villain asking for courtesy and professionalism isn't lost on you." Rapheal rolled his eyes as he stuck his weapons into the ground for stability..

"Not all of us are so detestable. I'm not biting your head off and gunning for my own way out of this death trap now, aren't I?" Xever pointed out. He dug his metal legs into the ground, ripping out a panel and tossing it over to the fan.

Chink

"If you're not so detestable, how come you're workin for one of the worst people on the map?" The turtle asked as they passed through.

"That, my tortuga rival, is both a simple yet complicated story." The fish mutant shrugged. "I'll admit, growing up in the streets of Brazil, I've always had a nack for snatching what wasn't mine. My whole grade school experience was spent pickpocketing wallets. And when I reached adulthood, I sought bigger treasures." Sounded reasonable. When one had a talent, it would be idiotic to not capitalize on it. "I grew very talented, very skilled … very cocky. One day I was so cocky I stole from the wrong man." He stated. "However, instead of leaving me to rot in a cell, Oraku Saki found interest in me, offered me freedom if I joined his clan. So, I swore a debt to repay."

"You make it sound like the man had a heart." The turtle rolled his eyes.

"Oh, you haven't the foggiest idea." The fish grinned. "Though the fact I get the crack skulls for a living is a nice benefit."

"Finally, something we can agree on." The mutant said. "What about you Shocker?"

"Money." For some reason there was silence. "What?"

"He works for a stupid but noble goal." Xever said, pointing to the turtle. "I work out of loyalty for setting me free … you go this far only for wealth?"

"I took a contract, and I'll keep it." He shrugged. "A man always keeps his word. I was told the world was changing, and I needed to change to meet a standard."

"And…you're just fine being a glorified gun for the big man?" Rapheal questioned.

"Well when I hear you turtles makin plans and large, massive strikes, it's always to the Big Men, the Shredders, and the Goblins of the underworld. Me? I'm fine without the massive target on my back, thank ya kindly." No need to make his life more complicated. "And no offense Xever, but I'd rather not be a part of the ever growing freak show that New York is slowly becoming."

"True, I do wonder how I'll ever spend a night with a woman like this." Xever stated.

"Honestly?" Raphael stated. "Between Black Cat and Karai, I'm starting to think they're some women that are into the freak shows." That made them all collectively shudder. "There's just some boundaries no man or turtle should cross."

"I'd toast to that… though I would shoot you afterwards." Montantna nodded honestly.

"Only if I could stab you in retaliation." He never understood why some people were so hyperactive about 'enemy this' and 'enemy that'. At the end of the day everyone was just playin a part. And once he got his fill of Stockman flesh, Shocker's part was done for the day. Blackie better have a cold drink ready. "So any of you have bright ideas how to break Cuckmen's toy and bust out of here?"

"My thought?" Xever said. "Just wait for your loud mouthed friends to make noise and follow it."

"... Not the worst idea I've heard today." Rapheal nodded. "They should be making their splash in three…two…one.." A minute of silence followed. "Weird, thought they would've blown something up by-"

Kabooom

"Always account for a five second complication." He said. "They probably ran into a hidden toy and were busy gawkin like cattle."

"Do you just have a book full of contryism's you read everyday?" Xever glared.

"A man's gotta keep a few things close to the chest."

Raph ran into ANOTHER black and white room as the group finished stabbing a few flying orbs in the air. "So what's next on the agenda doc? Oh wait, that's only for Doc Ock because you probably got kicked out of college too." The web head said to the ceiling, a couple more tears on his outfit than usual.

"They totally cheated me out of my doctorate! The nuclear powered oven would've revolutionized kitchen dinners everywhere!"

"No wonder you went to Tricorp, nobody else would except this nutjob." Donnie said bluntly. "Oh wait, they still fired you because you couldn't operate a printer!"

"The warranty was already expired when I used it! I could've been anyone!"

"So how did you set up this death maze anyway?" Mikey asked. "I'm pretty sure I'm better with tech than you are at this point. At least I can use a tv." Nice shade little bro.

"You couldn't even comprehend the level of sophistication that this maze requires! I've improved upon alien technology! With a simple push of a button, I can change and mesh your environment at a whim! Everything within my sight is within my control!"

"Wait, that implies that there's places in this maze you can't see." Leo noted

"... I … can see all-"

"Through a couple of cameras right!?" Spidey shouted, launching a taser web at a corner, watching as a small, fried machine was yanked out of the wall. "Oh, do I get a prize? The buzzsaws of doom? Lasers of terror? Oh wait, the balls of wreckening!?"

"Fools! You're still trapped within my maze! Just because I can't see you-!"

"Quick, while he's rambling." Donnie whispered to Shocker. "Start blasting at full power at the black space on the ground. You should be able to hit the foundation of this place."

"A way to end it all?" The man asked as his gloves began to vibrate. "Don't mind if I do." He fired off a strong blast.

VREEEE

As the room began to crack open and crumble apart, light coming from the ceiling. "Web express people, single file, no pushing or shoving!" Spidey shouted as he created multiple web lines, weaving them around into a stronger rope. "Fasten your seatbelts and hang on to your butts! It's gonna be a bumpy ride!"

Raph grabbed on as the rest of them hung on, before Leo cut the line at the bottom, causing them to sling up and out of the maze. "Gaaah … color!" Mikey shouted with glee.

"... Meh, I lost my sense of color with my mutation." Dogpound shrugged.

"Next time, go for duct tape instead of super glue Stockboy." Spidey snickered. "It might hold on a little tighter."

"Fine then!" Stomp "If you want something done right!" Stomp "Do it yourself!" Stomp

"Doing things yourself is LITERALLY the step right before you get your butt whooped." Raph pointed out. "It's your whole deal Fleakmen."

"STOCKMAN!"

"You'll be a deadman when I'm done with you." Shocker revved up his guntlets.

STOMP!

Deckman finally showed himself, in a piece of armer that looked similar to the one that he wore when the T-pod fell into his hands, only this time the arms were much more weirdly shaped. "You think you've won?! You ALL think you're superior with your freaky powers and with my suit! Well NOT anymore! Behold what happens when it's used at its fullest potential! I call it, the Baxoskeleton … OF DOOM!" Did it really have to-INCOMING

BOOM

The shockwave from its arms destroyed a portion of the wall they were standing at…..not just making a whole…but turn the bricks, mortar, even the dumpster on the outside….into dust. "Wanna make fun of the name now!?"

"Well I can make fun of the fact your robot skipped leg day." Spidey raised an eye. "Seriously, you're arm's are freakishly huge now, I think you can afford a week on some cardio."

"Oh I will take immense pleasure in your destruction!" They started blasting at Spidey, who jumped all around, part of his costume still getting singed.

"Also, how come this one doesn't have fishnets? It may look odd but it adds to the Shocker's character. This feels so generic." Mikey smirked, before gulping as he ducked under another blast. "Stand by your brand dude, that's all I'm saying!"

"Same plan as last time?" Raph whispered to Leo.

"Don't know, we need to figure out his shielding first." He whispered, throwing a couple of stars … which bounced off the air.

"HA! The generator in this thing can create a vibrational field of energy around me! You can't even get close, let alone touch me!" The nerd screamed as they fired off more massive blasts.

"Stockman, you dirty rat! When I finally get my hands on you!" Dogpound attempted to rush in, only to get hit in the face, right through another wall.

"You genetic abominations are no threat to my technology! This is true power!" The nutjob shouted as he sent out some more attacks. "A single blast that can annihilate mountains, a field of energy that can repel any attack! Not your fancy ninja moves or your freakish powers, this, right here is enough to rule the WORLD!" He shouted. "I am … Baxter Shockman!"

"… So you're stealing his name?" Spidey asked. "Come on Jaxter, we had a whole talk about your lack of originality."

"Oh I have just had enough of you and your annoying prattling! I'm gonna squash you like the bug you are!" Plopmon shouted.

"And you've even forgotten that Spiders are Arachnids. You really are a really bad scientist." They quipped, continuing to divert the guy's attention with Shocker firing off pot shots that blasted off the shield. "Who knows, maybe you didn't build the suit."

"EVERYTHING IS BY MY DESIGN! I AM CRUSHING YOU WITH MY VERY HANDS!" Alight….it was starting to look like pissing off the guy wasn't having it's usual effect, given how it only seemed to make the suit even MORE destructive.

"Donnie." He heard Leo whisper as the nerd went crazy, firing off at everyone. "I don't think that shield's gonna buckle like Shocker's did. Any ideas?"

"I can overload the frequency and counter his waves back at him, but I'm gonna need something that's naturally attuned to his vibrations." Donnie explained.

Naturally attuned … same tech. Raph ran forward, throwing a smoke bomb down. "Montana, tag out, go on the bench with the other turtles!" He shouted, jumping up and hitting his sai against the shield. The turtle could see Shocker move over to the turtles as Donnie began chatting it up with him. Probably some kind of technobabbles that only the egghead in the room could understand. Well, guess he was playing keep away until then. "Spidey, tell me you head's back in the game, for once we could really use it!"

"Hurtful, but can't argue with that." Spider-man filled right as he webbed Xever out of the way of another blast. "Hey Jokester … wait a second, Jokester's a perfect villain name! Because you're a joke! Thoughts name master Mikey?"

"Eh, I'd give it a six and a half out of ten." Mikey waved his hand. "Sure, it fits, but he doesn't really have a clown theme going…then again he was laughable enough without the suit with the glasses and sweater…"

"It's BAXTER!" The man screamed, firing off as the building started to crack. "BAXTER STOCKMAN! REMEMBER MY NAME! TREAT ME SERIOUSLY! I AM NOT A JOKE!"

"Then why are we laughing?" Raph asked as he threw a couple more smoke bombs to the guy's face.

"It's the face. A face so hilarious the doctor probably dropped him as a baby from laughter." Xever snickered even as the blasts razed by his head fin. "And his mom instead of getting mad, laughed even harder."

"MY MOM LOVED ME VERY MUCH!"

"Of course she did. After all you have the kind of face only a mother could love." Raph said as he avoided another massive blast.

"So all we need to do is rip it apart, and no one else will be left to care about you." Dogpound said, finally getting up and throwing a slab of cement at the bulky machine, which easily crumbled to pebbles.

"You fools fail to comprehend it, don't you!" The weakling shouted. "This suit is invincible! Nothing you can do could ever stop me now!"

"Then how about you stop this, mr scientist!" Shocker shouted, his suit hooked up to Donnie's T Phone as he shot a blast that went right through the shield. "Have a taste of ya own medicine, Stockman!"

"IT'S STOCKMAN-wait, have you been using my name this entire-"

BZZZZZZZZZZZZT

The entire suit was covered in green energy. "NOOOOOONNONONONONONONONON! MY REEEVEEEEEEEGGGEEE!" Horkman yelled as the entire suit shook widely, until it stop glowing and fell backwards.

They all walked up, cracking their knuckles as they looked into the suit. "Any last words?" Raph asked.

"..." The helmet grew a small propeller as they popped out, flying into the air. "You haven't seen the last of me!"

Both Spidey and Shocker raised their arms … only for the former to pathetically die out due to being low on web fluid, and the later's arm to glitch and hum down. "... You know what?" Montana said. "I led you here, and Stockman got away. My debt's repaid if everyone else just wants to walk away."

"No, we fight to the finish no matter what it tak-" Dougpound was about to charge in… only to trip. "...You know what, this entire trip's been exhausting. We can definitely kill each other another day.

A couple of hums showed agreement as they all began to walk away. "So … bug spray?" Mikey asked.

"I'm never gonna live that down." Peter groaned. "I just hope my Spider-Sense isn't permanently gone-" He and Raph both held out their arms, blocking two spikey balls thrown by a smirking Xever, who continued to walk away. "...Of course it comes back AFTER I'm out of danger. I can't catch a break."

"Look on the bright side." Leo said. "You didn't need to think about Gwen all night."

"...You guys can really suck sometimes, you know that?"

"And you're annoying as shell, but sometimes life throws you something you can't control." Raph countered. "We're stuck with each other, whether we like it or not."

"True that …" They sighed. "True that."

Otto Octavious, unfortunately 'trapped' within his 'cell' so to speak, still had connections, and his mind. Using it, he was able to watch his old friend in action, fighting off the turtles, Spider-Man, Shocker, and those other two mutants. He was a man that always learned from his mistakes, as little as he made them, and strove to improve upon himself with every 'defeat'.

Like now, not wanting to be confined to the limitations of Ryker's island security, Otto pleaded insanity on the account of his neural implant 'acting up', and had himself committed to the less restrictive confines of Ravencraft Institute with his fellow compatriot Maxwell. Sadly, he didn't want word of his machinations to get out too soon, so his electrical companion would have to stay in the dark for now.

It seemed Spider-Man had ditched the strange self healing suit attached to him, and the Foot acquired their own mutants … Shocker was still too loyal to Tombstone, so that was a no go for any future interactions. But he wasn't here for any of them after all … he was here for one man.

"SO CLOSE!" They screamed. "I had them right where I wanted them! But then they override the vibrations, and now I have nothing!" He growled to himself. "The Foot want me dead, the turtles want me in jail, Shocker would probably be out for blood … where the heck am I gonna lie low?"

"Why lie low? When you can plan for so much more?" Otto asked, using the speaker.

"What the…an Octobot?" Baxter asked quiizickaly, inspecting the device. "The tentacle designs, they're….is that you Otto?"'

"In the flesh, so to speak." Otto chuckled. "It's a pleasure to finally speak with you again, Old friend, especially in light of my recent… awakening so to speak."

"Heard about that … sorry to hear your Sinister Seven was a bust."

"True, we failed our goal … but we proved a concept." He grinned. "Supervillainy is the way to advance the world …" The only way for genius to thrive in a world of might and hardship. "I recall once before you extending an olive branch of sorts to share in power and glory. And now I come, extending my own offer to you, Baxter."

"An offer I can't refuse … and one I wouldn't want to." They smirked. "What do you need?"

"A man on the outside to help gather parts and information." Otto spoke. "I can get you the muscle for protection, but I don't trust them to understand how finely tuned certain pieces of equipment need to be."

"Of course, you need someone of superior intellect to handle the big jobs." Baxter laughed. "Don't worry, I've been around long enough to know where to find top of the line alientechnology. The foot has only been able to use scraps, imagine what can be accomplished when we work with the real fun stuff."

"Hmm … just scraps for now." He said. "I have a feeling that whatever alien business will be going around will attract the Spider's attention. They play the 'hero', and leave a mess for us to clean up. And when it boils to a maximum …"

"Even the big stuff will be littering the ground from the aftermath." Stockman concluded. "Nice, letting the heroes handle the dirty work for us, though I have a feeling that'll take a while."

"Let it … the Sinister Six was good on paper, but the execution was flawed … we need to wait for better candidates to take the field and recruit them." It took a long while for a master plan to come into fruition.

There was a knock on the door. "Octavious, your meal is ready."

"Let us depart for now. Talk to you soon." He turned the device off. "Come in Susan. Thank you for taking it to me, my mind has been wandering since the latest encounter with Spider-Man, and I almost forgot about it."

"No problem at all Otto. I'm just happy to help." Maybe he should tip her when he stole the world's money. Genuinely nice people were so hard to come by.