(The Pulverizer Returns)

Spectacular Webhead 11: Booyakasha indeed, this is one of the chapters I've been looking forward to from the start. Also yeah, it is kind of similar to Gwen and Cody getting together in my Total Drama stories, albeit a little bit less spontaneous.

Superjoeyf721: Some get done faster than others, mostly depending on how much time I have and how motivated I am to get to or through certain parts.

Gamelover41592: Thanks, I'm glad to see you liked it. Talking things out is good enough, but having Peter and Gwen finally get together is what made this chapter truly worthwhile.

C.S. Allen: I wouldn't rule out including the Punisher at some point. It would be interesting to see him interact with Daredevil again. Of course including his enemies would be tough, given that any that cross his path usually don't live to make another appearance, at least according to my understanding anyway.

Guest616: Nice job catching the foreshadowing I included to past/future events. The time travel thing oughta be interesting, and nice work with the references too. I'll do some brainstorming and see what I can come up with.

TheIrishman1999: Thanks, I'm glad to see you liked it. I figured the ghost of Tang Shen making an appearance before Peter would get some attention. April and Karai's interactions were something I really enjoyed doing, and I hope I get to build on that again at some point. I don't really know anything about the Birds of Prey, but I'll keep that idea in mind.

TheIrishman1999 (continued): I know what you mean, I've seen enough of Screwball in the Spider-Man PS4 game to know that she's a pain in the ass. But if nothing else, it's satisfying to see her get her ass handed to her.

TheIrishman1999 (continued): I have given some thought to Liz's role in the story. As for how that pans out, you'll just have to wait and see.

TheIrishman1999 (continued): You make a good point about the Kingpin. Prison didn't do that much to stop him before, and it would be interesting to see. If there's anyone he would interact with, it probably would have to be the Shredder. Of course bringing Vanessa into it is one thing that Fisk wouldn't like, especially given Shredder's reputation. All of your ideas do sound pretty interesting, and it's clear you've put a lot of thought into them. Though I do have plans for some of the characters you mentioned, like Doc Ock and Mister Negative. The Kraang sharing some connections with organizations like AIM or HYDRA would be interesting too. Also, I have given some thought to the presence of Taskmaster, but I won't spoil anything. You'll just have to wait and see.

TheIrishman1999 (continued): No need to apologize, I get it. I'm excited to get with this story too, but you have to understand that I can't include every idea people give me. But I will do my best with what I've got.

Pikachu345: Oh trust me, Peter and Gwen hooking up was long overdue. Magneto I'm not sure about, but Minster Sinister would definitely be a very interesting addition for the Kraang and their experiementing on Mutagen. The cloning experiments will be interesting too, so we'll wait and see how that pans out. Evidently you've done your research regarding cloning for the likes of both April and Spider-Man, and I'll take a look and see if I can incorporate it.

Vfc15650: Thanks, I'm glad to see you liked it. Peter and Gwen getting together was a long time coming. The next one is gonna be a little bit lower key compared to this chapter, but I've got a few good ideas for it.

Tortugafash2002: Yep, Peter and Gwen hooking up was a long time coming. MJ having a thing going with a clone like Ben Reiley could be interesting. We'll see how that pans out. I didn't really know anything about the Web of Life, but it does sound really interesting. I've got one or two more ideas for further developing the Spider Support Squad in the future.

TheIrishman1999 (continued): I get exactly what you mean. And trust me, Carnage is going to make his appearance in due time.

C.S. Allen: Actually the birth of the Jackal was already covered back in chapter 14, The Alien Agenda.

C.S. Allen (continued): Interesting. I'll keep that in mind.

C.S. Allen (continued): Interesting. I'll keep that in mind.

Dimasmagin4: I've got plans for Gwen later on, but I'm not going to spoil them.

TheIrishman1999 (continued): I actually hadn't heard of it befor you told me, but it does sound pretty interesting. I'll keep it in mind.

TheIrishman1999 (continued): That is pretty interesting.

TheIrishman1999 (continued): I think anyone who knows Shredder would agree with that, but he does care about her in his own messed up way, but not enough. As far as the Green Goblin is concerned, even without the Goblin formula, Norman Osborn is pretty much scum. Plus I think the Goblin said it best: "We all wear masks, but which one is real? The one that hides your face, or the one that is your face?" You have a point though, he is similar to Ozai, but Zuko is a better character than Harry in my opinion, and he was never really bad.

TheIrishman1999 (continued): Fair point, and they might be more connected than you think. Give it time.

TheIrishman1999 (continued): Oh believe me, you can expect a fair bit of references to the PS4 game, but you'll have to wait and see when that happens.

TheIrishman1999 (continued): Interesting points, and they're more true than I really thought they'd be.

Zukahanimulticolor: I actually haven't heard of the Galactic Alliance of Spider-Man before this, but it does sound pretty interesting. I could have the Fugitoid make a reference to it when I get to that point. And yeah, expect the likes of Ho Chan and Doctor Strange to appear when the time comes.

Zzz3: Expect one or two more Spider People to appear in the future of this story, but I'm not going to say when.

Guest: I thought about it, but keep in mind that in the Metalhead episode, Donatello tried that and it didn't exactly end well, so that would kind of undercut the moral of that episode.

TheIrishman1999 (continued): Yeah, you do keep saying it a lot about Karai, but I do have plans for Eddie/Venom to get his own arc, one that you'll see in due time. And yeah, expect Carnage at some point in the future.

TheIrishman1999 (continued): I've got plans for Karai's redemption arc, that's all I'm going to say, but they'll happen my way and in due time, so please be patient.

Guest: Yeah I know, he's got some interesting ideas.

TheIrishman1999 (continued): I understand your feelings on Karai, so please bare with me for the time being.

TheIrishman1999 (continued): I don't know if I'd say that about Karai. Keep in mind that while she is honor bound to keep Spider-Man's secret, she is still loyal to the Foot, at least for now. As for Peter uncovering Karai's true identity first, I can't guarantee how I would be able to make that work.

TheIrishman1999 (continued): All I'm going to say is that I'll keep it in mind for the time being.

TheIrishman1999 (continued): Again, I'll keep it in mind, and that's all I'm going to say on the matter.

TheIrishman1999 (continued): That is a pretty interesting idea, I'll keep it in mind.

Just a guy: Hey come on man, I know he's a little bit… overeager with his suggestions and ideas, but you don't have to be a jerk about it.

TheIrishman1999 (continued): It's alright, I know you mean well. Just try to done it down from here on out, okay?

Althea Sirius: Yeah that is a good way to sum things up, and trust me, the Avengers will make an appearance soon enough.

TheIrishman1999 (continued): Thanks, I appreciate that.

TheIrishman1999 (continued): Your ideas have definitely given me a lot to think about, so I'll be sure to keep them in mind.

TheIrishman1999 (continued): I haven't seen The Ususal Suspects, so I can neither confirm nor deny how accurate that is. But yeah, that line about never apologizng is supposed to be a big giveaway about his identity. Including the Iron Patriot persona is a pretty interesting idea, so I'll be sure to keep that in mind.

TheIrishman1999 (continued): That would be interesting, except this version of Black Cat is a lot of things, but I doubt she'd want to tangle with someone like Shredder.

TheIrishman1999 (continued): That is a pretty cool idea, the Punisher and Raphael, but giving him an example of what not to do, because he knows he's too far gone. But yeah, him being a fan of Clint Eastwood could be pretty funny too. I'll keep it in mind.

TheIrishman1999 (continued): I'll keep your idea in mind, but I can't make any promises as to whether or not I actually do it.

TheIrishman1999 (continued): Again, I'll keep it in mind but I won't make any promises about it.

Guest: My thoughts exactly, the last thing I want is to bite off more than I can chew with this story.

TheIrishman1999 (continued): Yeah it sounds fun and all, but the last thing I want is to bite off more than I can chew.

Guest: I'm pretty sure that's why about 75% of Spectacular Spider-Man fans exist.

TheIrishman1999 (continued): I never played the Metal Gear Solid games, but I do agree that the Punisher is a beast, so I'll take your word for it.

TheIrishman1999 (continued): Agreed.

C.S. Allen: I don't know about having the Punisher help Karai storming the Foot base, but him giving some input on what revenge does to you is a pretty cool idea. I'll definitely be sure to keep it in mind.

TheIrishman1999 (continued): Oh believe me, that thought has crossed my mind. As for whether or not that pans out, we'll have to wait and see.

Guest: Actually Mary Jane has already met the Turtles. As for Gwen, that's going to happen in due time.

TheIrishman1999 (continued): Yeah you're right, MJ met the Turtles during the incident with the Jackal, and Gwen met Mikey when he saved her from Kraven. It happens.

TheIrishman1999 (continued): Part of me did think about that fight. But no, Madame Gao won't be appearing in this fic. Given that Daredevil's story has already taken place (albeit an AU version that doesn't include him being part of the Defenders), the Hand is pretty much out of the picture by this point.

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Another night, another battle with a villainous criminal faction.

"You have the right to remain silent!" Spider-Man dealt a Foot ninja a roundhouse kick to the face and sent him crashing into a water tower "Or you can just keep staying silent because of the whole ninja thing, but know that anything you say is a probably gonna end up making me want to punch you more."

"Dude that was totally awesome." Mikey gave a wide grin "It's like we just cleared a video game on the easiest setting."

"Trust me dude, the last thing you want is to get too cocky because then it's gonna end with all sorts of stuff blowing up in your face, literally."

"I will say this though." Leo frowned in thought "The Foot soldiers haven't been anywhere near as much of a challenge lately. I wonder why."

"I've got an idea." Raph gave a smirk "Maybe we're just that awesome."

"Okay, that sounds about right."

"You know who I'd hate to be right now?" Donnie took a look around "The guy that's gonna have to tell Shredder about this."

"Yeah, being that guy would suck right about now."

"No arguments here." Spider-Man nonchalantly webbed another Foot ninja that was about to attack him from behind "So who do you think that guy is?"

"Probably one of his higher ups if I had to guess."

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And now for the guy who has to tell Shredder about the beatdown…

"Useless fool!" Shredder wasted no time in tearing into that unfortunate soul, Dogpound in this case, and proceeded to rip him a new one "You gave me your word that I would receive an army of the best and most lethal ninjas in the world, but the Turtles and their allies have decimated all of them. The ones that remain are hardly worthy of wearing the emblem of the Foot."

"Master Shredder please, I beg you to be patient!" Dogpound bowed to him in fear "I can find you more soldiers, I just need some time."

"You've used all the time I will give you. I need more soldiers, I need better soldiers worthy of the Foot, and I need them now!" he drew his blades and thrusted them at Dogpound, only for him to miss and pierce the glass behind him.

"But master, that's impossible!"

"...Perhaps not." Shredder loomed closer towards Dogpound, only to be stopped as he pulled out a phone "Perhaps there is a method for building an army of Foot soldiers powerful enough to decimate the Turtles and their allies once and for all, through perhaps another avenue of the Foot's expertise."

"I… don't understand Master."

"I do not expect you to." Shredder pulled off the faceplate of his helmet and pulled a cell phone out from one of his gauntlets "Connect me to the current CEO of Oscorp."

"...Yes?"

"Mrs Osborn, I have a proposition that I believe she will find… interesting."

All the while, Dogpound shared a look with the Kraang that sat chained up in the corner of the room 'I'm not sure how to feel about this.'

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(the scene opens up to Peter Parker as Spiderman standing on top of one of the buildings in New York. The scene shifts to the same scene as before but now it shows the Teenage Mutant Ninja Turtles: Leonardo, Donatello, Raphael, and Michelangelo standing next to Spiderman. Spiderman turns to the audience as he raises his right arm before he shoots out his web from his wrist towards another direction off-screen and begins to web-sling as the TMNT begin to follow him as the title of the fanfic: Along Came Some Turtles appeared.)

Whoa Whoa Whoa...

(The next scene shows Peter Parker standing alone on top of a building, but then he looks back to see the Turtles standing behind him, and he smiles. The scene then transitions to the five of them spending time with their friends and family, all of them having a good time with each other)

Daijoubu ore ga nanman kai mo sakende yaru

Kimi no ashita ga subete kagayaite iru to shinjiteru

(The next scene shows a past events involving Spiderman's origins (getting bitten by the spider and losing his Uncle Ben) and the TMNT origins (them and Splinter getting mutated, along with flashes of their training to become ninjas) as well with all the important details for each one shown and how they come to be who they are now.)

Yume wo kanaete subete no hito ni kasanariau kyoutsuuten

Akirame nakattatte koto soredake sa maken nayo

(The next scene shows the rooftops of New York city as Spiderman and the TMNT were having a stand off towards the Foot Clan ninjas and mutants. They all stood there in silence as the heroes charged forwards to face their foes)

Mukaikaze ni nagasare kujike sou na toki wa

Kono te nigire TRY TO TAKE A CHANCE mou

Kimi wa hitori nanka ja naize?

(the next scene shows the villains Spiderman and the TMNT have dealt with over the years as the Shredder takes the top of this pyramid of villains.)

Motto motto mae e mae e kimi no ashita yume akiramenaide (Whoa Whoa Whoa)

Sou naite nai de susume MY WAY ima (Whoa Whoa Whoa)

Kimi o terashiten da hikari (Whoa Whoa Whoa)

Akirame nanka zenbu sutete tsuyosa to hikikae ni mata kizutsuite (Whoa Whoa Whoa)

(The next scene shows the heroes fighting their respective villains with Spiderman handling The Rhino, Doc Ock, Green Goblin, and Venom while the TMNT dealing with Stockman-Fly, Bebop, Rocksteady, Tiger Claw, and the Shredder.)

Demo kimi no massugu na hitomi ni wa

Ima mieru daro hikari

(The next scene shows the heroes looking battered and defeated but they begin to rise back up as Raphael stood up with a roar as Spiderman shot some webbing towards the screen.)

Whoa Whoa Whoa...

(The final scene shows a still image of Spider Man and the Teenage Mutant Ninja Turtles ready to face off against their villains once again)

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Another day came, and with it another day of classes at Midtown High.

'Okay Parker, make a change of things and don't screw this up.' Peter took a breath as he made his way over to the fountain in the quad of the school building, a small bouquet of roses hidden behind his back 'It took you god only knows how long to finally get with Gwen, the last thing you want to do is screw it up, especially only two days into the relationship. Now's the time to step up and show Gwen how much you care about her, and how nothing is gonna distract you, nothing's gonna sneak up on you.'

"Hey Petey."

"Son of a-" Peter whipped around and found Liz standing before him "Oh, hey Liz. I hate you so freaking much Spider Sense.'

"You waiting for Gwen?"

"Yeah I- Wait, you know about-"

"Everyone knows. Mary Jane spread the word as soon as she found out."

"Of course she did." Peter tightened the grip on the rose bouquet behind his back "So… are you gonna be okay then?"

"What do you mean?"

"I mean that Gwen and I are, you know… and you and I used to, you know… That."

"Oh. That." Liz paused, then let out a sigh "I'd be lying if I said it didn't still hurt, but I'm not one of those girls that wants their ex to be miserable. And I'm glad you're happy with her. Are you happy?"

"Honestly… I'm the happiest I've been in a pretty long time."

"That's… That's good."

"Yeah. And you?"

"Actually I'm doing pretty well these days too, for other reasons. Actually I'm doing pretty great thanks to that."

"What do you mean?"

"It kind of goes hand in hand with me waiting for someone. See I don't know if I told you, but a while ago I started talking with Mr Murdock and Mr Nelson."

"About stuff with Criminology?"

"No, with more personal stuff… like my brother."

"Oh. That." Peter cringed at the memories 'Her brother, Mark Allan, the guy that got turned into Molten Man thanks to the would be Jackal. Must have been pretty relieving to hear that the guy who did that to him is behind bars now."

"Kind of, but it's a lot better now that Mark won't be behind bars for much longer."

"What do you mean?"

"Mr Murdock and Nelson, they're trying to convince the judge to downgrade Mark's sentence, so if that goes well he could be out a lot sooner."

"So is it going well?"

"I've been asking for days, but they keep saying it's too early to tell. They said they'd be getting the final results over the weekend. I'd be lying if I said I wasn't really anxious."

"I wouldn't worry too much." Peter glanced over at her "Trust me when I say, Mr Murdock and his group are pretty good at getting their hands on whatever info they need."

"I hope so, I really do." it was then that the school began ringing loudly, drawing out a large crowd of students "I guess that means it's go time. Good luck."

"Thanks, you too." so Liz took a breath and weaved her way through the crowd, only to stop when she saw Matt and Foggy making their way towards her "Well?"

"We were able to come to an agreement with the judge." Matt told her "And a certain captain in the NYPD offered his help in the matter."

"Meaning?"

"Meaning that your brother has agreed to testify against Miles Warren when the time comes for his trial. He'll reveal everything about Dr Warren's involvement in transforming him into Molten Man, in exchange for a reduction to his sentence."

"So… you guys did it?"

"We did our best Ms Allen. With this deal in play, he'll be out of prison before Thanksgiving, and with good behavior he'll be out by the end of the month."

"Yes!" Liz wasted no time in pulling Matt into a tight hug "Thank you thank you!"

"You don't need to thank me Ms Allen. Just ensuring your brother's freedom is good enough for us."

"Though we wouldn't say no to a check." Foggy told her, earning a quick look and a nudge to the ribcage from Matt "Hey I know we're all for helping people, but keep in mind that a guy has bills to pay."

All the while, Peter watched the scene unfolding from the other side of the fountain with a small smile 'Good for you Liz, you deserve some happiness. Now to focus on making sure I don't screw up my own personal life more than I already have.'

"Hey hero." a voice snapped him out of his thoughts from behind.

'And there's one person I don't mind sneaking up on me.' Peter turned around and found Gwen standing before him, the sun's rays reflecting off her long blonde hair "Hey Gwen, get out of class okay?"

"It went well enough." Gwen gave a shrug as she gave him a quick peck on the lips "So how have you been? You've been running around like crazy for the past few days."

"Yeah sorry about that, I've been doing a lot of… work stuff, lately."

"Oh, you mean like your… secret job?"

"Actually I'm doing it for the Bugle, had to earn some extra cash and since Jameson turned out to be a big fan of Sandman, I spent the last few days running around taking pictures of all the stuff he's been up to. For the past week he's been dealing with all these nutcases trying to get into the supervillain game like Hypno Hustler and Overdrive, and this one dude that called himself Big Wheel." he let out a snort "And here I thought Mysterio was the embodiment of overkill, but it got Jameson to unclench enough to cough up some extra cash

"Fair enough I guess. So in your text you said you wanted to ask me something?"

"Actually yeah. It's probably about a year overdue, but here it is." Peter took a breath, and then went for it "So here's the thing Gwen, the Fall Formal is at the end of the week. I mean I never even realized it until Flash pointed it out to me last week, so thank you Flash. If I ever say that again, give me the Look and smack me upside the head."

"Okay…?"

"So here's the thing. I wasn't even gonna go because I didn't have anyone to go with, but since you are a thing… You know what screw it, I'm rambling." Peter took another breath, and then pulled the bouquet of roses out from behind his back, red in the face "Gwen Stacy, will you be my date to this year's Fall Formal?"

"Peter…" Gwen was left blushing herself as she took the bouquet "They're beautiful…"

"So, is that a yes?"

"Take this as your answer." Gwen pulled Peter into another gentle yet heated kiss "But just to be clear, that is a yes."

"Good enough for me." Peter leaned in for another kiss… only to be stopped by the sound of a phone ringing "Oh come on!"

"Work stuff?"

"Other work stuff."

"Just go, I'll be alright." she gave him a quick peck "Do what you have to do, but promise me that you'll be careful."

"I promise. Plus it's like Splinter said once, the most important goal of a ninja is to come home alive. Speaking of which, him and the guys is a topic that I'm gonna want to broach to you a little later." and on that note, Peter made his way away from the school building and pulled his Spider Cell out of his pocket as he ducked into an alley "Your friendly neighborhood Spider-Man speaking."

"Evidently your theatrics have yet to dwindle since our last encounter."

"And you're as much of a ball of sunshine as ever Tombstone, so what do you want?"

"It's not what I want, it's what we both want, which at the moment is to prevent the Shredder from gaining a major asset in his current operations."

"So you're using me to do your dirty work then."

"We have a common goal, think of this as the enemy of my enemy."
"Fair enough I guess. So what's the deal?"

"My information is limited at the moment, but what I do know is that if you wish to find out, the Foot Clan will be journeying to the Oscorp Industries building tonight. If you wish to gather some information, that would be the place to find it." and then the line disconnected.

"...Okay, that's ominous." Peter pocketed his Spider Cell and moved to change out of his regular clothes and into his suot 'But the Foot heading for Oscorp? This can't possible end well. I swear to god if Shredder ends up getting on Globulin Green or something, it's gonna end with someone getting webs shoved up every hole in their body. Either way Daredevil is out on Kraang patrol, so I'd better let the guys know about this.'

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Nightfall came, and a new stakeout was in play.

"You gotta be freaking kidding me!" Raph was less than thrilled about the current situation and shot a glare at the others "We're actually working with this Tombstone guy?"

"Let's be honest, we're working against Shredder right now." Donnie told him flatly.

"So what the shell are we gonna do if they walk away scott free?"

"Which one?"

"Which one is worse?"

"Hey trust me, I'm nowhere near being Tombstone's biggest fan, but if he's up for helping take down the Shredder, I'm all for it." Spider-Man gave a shrug "Plus it wouldn't be the first time I worked with him, we teamed up against the Green Goblin a few times. Enemy of my enemy and all that right?"

"Either that or maybe you're just not as good as you think you are." Raph was immediately met with webbing over his mouth, leaving him fuming as he tried to claw it off.

"It's times like this I really love my web-shooters."

"Cool it with the witty banter guys, take a look down there." Leo directed everyone's attention down to the side of the Oscorp Industries building to see one chubby looking Foot ninja making his way along the side "Looks like our informant was right."

"Anyone else think it's weird that they'd send just one guy?"

"What if they did that on purpose?" asked Mikey "Maybe they only need one guy, maybe this dude is the meanest, baddest and most deadly ninja we've ever seen."

"I guess there's only one way to find out." Leo reached for his swords as the group prepared to charge… only to stop when they saw the ninja trying to climb his way into a vent, struggling visibly in a rather pathetic fashion "Or not."

"Anyone else find this dude kind of adorable?"

"That's one way to put it."

"I figured Shredder would have higher standards for mooks than this." Spider-Man muttered.

"Well this one may not be much, but he's all we've got to go on. Let's move."

"Works for me." and so the five of them leapt down from their perch and moved to make their way towards the Oscorp building, only for Spider-Man to stop in his tracks as a certain familiar sensation went off in his head "Wait hold on, my Spider Sense is going nuts, I think-" and then a large group of Foot ninja dropped down around them "-that it's an ambush."

"We got this." so Leo and the other Turtles brandished their weapons and maanged to rip their way through most of the Foot ninja with ease, prompting them to retreat.

"Okay, I guess I didn't need to do anything."

"Nope, we're just that good." Leo gave a smirk, only for them to turn serious again at the sound of approaching footsteps, and then they moved to hide, with Spider-Man retreating onto a nearby perch.

"Hey is everything okay? I thought I heard something." the chubby Foot ninja broke off from his attempts to infiltrate the Oscorp building, only to be tripped by Donnie's bo staff and fall flat on his face, and met with the sight of the Turtles glaring at him "Wait Donnie, guys it's me!"

"Wait what?" Donnie pulled off the ninja's mask, and was… less than thrilled to find out that underneath the mask was a teenage kid with black hair, a green mask and a red bandanda "The Pulverizer?"

"Hey guys." the Pulverizer gave a wide grin as he bolted to his feet "How awesome is this? I bet you were wondering when you were gonna see me again."

"Never once crossed our minds." Raph told him dryly.

"Good old Raphael, still likes to tell jokes I see. And holy crap, you guys never mentioned you were friends with Spider-Man!"

"Oh right, you guys mentioned you had a fan boy." Spider-Man cast an uneasy glance over at the Turtles "I'd say I was jealous about your little fan club, but…"

"What, you mean the threads? Yeah I've graduated from fanboy alright." the Pulverizer gave an oblivious grin "So what do you think? I'm a full on ninja now."

"...I've got a multitude of questions about this."

"Like how awesome my new suit is?"

"Not exactly the first thought to cross my mind." Donnie told him dryly "The first thought that did cross my mind is, what in the name of shell are you doing with the Foot?!"

"Well you remember how last time you told me I needed practice?"

"Along with a few other things I can't say in front of Mikey."

"Anyway I took your advice, and I joined a Bradford dojo to hone my craft. I was able to wow them with my smooth moves pretty fast and boom, they asked me if I wanted to be a part of the Foot Clan with them." he was met with blank stares from the others "Yeah I know, it's crazy impressive right?"

"...Wow." Mikey was quick to say what they were all thinking "The Foot must really be hurting for dudes right about now."

"I've only been with these guys for a few days and they've already bumped me up to the rank of something called ashigaru-sha."

"Uh huh." Donnie just slapped his own face "Tell me something Pulverizer, do you have any idea what ashigaru-sha means?"

"No."

"It means cannon fodder."

"Oh, wow that's cool."

"I'm guessing you don't know what that means either."

"Nope."

"Of course you don't. In the days of traditional Japanese warfare, the ashigaru-sha were the more expendable soldiers tha were sent in first to make the enemy waste their ammunition and set off any traps before the real soldiers arrived."

"...Huh?"

"You're basically a human meat shield." was Raph's blunt translation.

"What? No way the Foot would do something like that, we're the good guys."

"Why would you think that?" asked Donnie.

"I heard it from Karai herself, she told me about how she and you guys fought off the Kraang a few times and how she totally saved your lives." and then he started thinking, which should be pretty self explanatory "I mean I do check for traps before the other guys show up, and I do get shot at a lot and… and now that you mention it, they do keep calling me expendable."

"Okay… gonna put a pin in the Karai thing for now." Leo turned to the others "We have to figure out what the Foot want from Oscorp. Spidey, didn't you say that the formula used to create the Green Goblin?"

"I already thought of that, and I doubt that's what they're going for." Spider-Man told him "Last time I got involved with anything having to do with Globulin Green was when Prowler and Black Cat stole the drive containing their data on the stuff, and that thing got fried. Plus I went and checked with Emily Osborn after the whole Hobgoblin incident, she saw to it that any info that Oscorp has on creating that stuff was destroyed. Oscorp wouldn't have anything like that these days, so the Foot must be after something else. But what?"

"...Wait I know!" the Pulverizer gave a wide grin "I can totally find that out for you. I could act like a spy for you guys!"

"Yeah, I'm gonna go ahead and say no." Donnie told him flatly "Seriously Pulverizer, do all of us a favor and just quit the Foot."

"What? But…" Pulverizer's face fell, but then he gave another grin "Oh yeah sure Donnie, I'll totally quit the Foot." and then he winked.

"Cut it out, I'm serious."

"Of course you're being serious." he winked a few more times.

"I am, now stop winking!"

"Right. Anyway I'll go recon some intel and send you guys a text. Anyway I gotta go, I'm in ninja stealth mode now." and then he stealth-posed his way out towards the street… followed by the sound of honking, tires screeching and a loud crash "Sorry!"

"...This cannot possibly end well."

"Here's another thought." Raph turned towards the others "Someone explain to me why in the name of hell that idiot has our numbers?"

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Another day came, and with it new training, and a new lesson.

"I gotta be honest with you." Peter glanced over at Gwen as the two of them made their way through a certain abandoned subway tunnel "It's really cool to have someone who knows about me being Spider-Man, and who knows about the Turtles now. I haven't had anyone to really talk to about it, aside from MJ."

"There's Hobie too from what I've heard." Gwen pointed out as the two of them reached the outside of the Lair "I have to admit that the whole thing is kind of hard to wrap my head around, you teaming up with a bunch of ninja turtles that live in a sewer. That's not the sort of thing that people could make up. But are you sure this is the right time?"

"Better this than when they're in the middle of dealing with a crisis, and that's why I was gonna check with them and make sure it's okay."

"So… we go in?"

"Actually wait here, I gotta go soften them up a little bit." so Peter motioned for Gwen to step back a bit, and then made his way into the Lair "Um…"

"Hey dude!" Mikey waved at Peter from where he was cutting a pizza… using Leo's katanas as makeshift knifes and skewers, with Raph practicing with Mikey's nunchucks, Leo in the middle of trying to swing with Donnie's bo staff like it was a baseball bat, and Donnie examining Raph's pair of sais and accidentally poking himself in the chin.

"...Hey." Peter took another look in between the Turtles "So what do I need to know about all of this?"

"This is an important lesson my sons must learn." Splinter made his way out of the dojo and into the living room area "They and yourself have defeated much of the Shredder's forces with great ease."

"I'm sensing a but coming."

"But it has led to a sense of complacency. Each of them have become dependent on the use of their own weapon, but there are times when a ninja may not be able to fight with what they know and are used to. In such an event, a ninja must adapt to their environment."

"Even if we got nothing but a comic book with us?" Mikey held up a comic book for emphasis, only for it and him to get smacked to the ground.

"As I previously told you multiple times my son, anything can be a weapon."

"Oh yeah, I can see it now." Peter let out a chuckle "Grab a comic book, roll the thing up like a newspaper and then use it to smack Dogpound across the nose. I'd pay to see that."

"...Yes. In any case, I wished for my sons to embrace the unfamiliar, and so I ordered the four of them to switch weapons, in an attempt to teach them versatility and resourcefulness."

"So it kind of goes hand in hand with your lesson about ninjas having to adapt."

"Precisely." Splinter paused and looked at Peter "I take it there is something else that you wish to discuss with me at the moment?"

"That's… one way of putting it." Peter took a breath "Look I know you guys and your MO is to keep your existence a secret, but there's this person that I really care about that I've told a lot of my secrets to and… I want to bring her here and introduce her to you guys."

"Are you freaking kidding me?!" Raph promptly rounded on Peter "It's bad enough you rat us out to Karai, now you wanna blow our cover and-" he was silenced by Splinter hitting a pressure point on his shell, sending him crashing to the ground.

"Okay, so… where were we?"

"You have someone you deeply care for and trust with your greatest secrets." Splinter turned back to Peter "And now you wish to introduce her to your allies. However, you know that we pride ourselves on secrecy, and that we depend upon it. Despite this, you still wish to bring her to us."

"In a word, yes." Peter cringed 'Not sure I like where this is going.'

"And you chose to ask our permission before bringing her here." Splinter gave Peter a small smile "Very well. You may bring her here."

'Well that went well. That's a relief, I thought you were gonna-" Peter paused when he noticed the look Splinter was giving him "You already know don't you?"

"I am aware that you brought her here with you. I sensed her presence with you as soon as you had arrived."

"Oh. Damn. So then-"

"You may bring her in."

"Good enough for me." so Peter poked his head over to the entrance to the Lair "You can come in now, and don't mind the guy twitching on the floor, that's just a parenting technique that people would never approve of."

There was a pause, and then Gwen slowly made her way through the turnstiles and into the Lair, and she gave the group a wave and a nervous smile "Hi. I'm Gwen, Gwen Stacy." she was met with awkward waves from Leo and Donnie.

"Holy crap, you're finally here!" Mikey gave a wide grin as he rushed towards Gwen and pulled her into a tight hug "Welcome to the family!"

"It's uh, good to see you again too. Mikey right?"

"Yep, that's him." Peter was quick to step in between "Anyway, I'm pretty sure this is the part where the introductions come in. Gwen Stacy, you've already met Michelangelo, the one with the purple mask is Donatello, the one in blue is Leonardo, and the red one twitching on the floor over there is Raphael."

"Right." Gwen looked between them until her gaze settled on Leo "So Mikey I've already met, and I've seen you before."

"You have?" Leo blinked a few times "When did you-"

"I was at the cemetery the night Peter took you to his uncle's grave. You actually met my dad there too."

"Oh. Ooooh." and then the realization dawned on him "So you were there."

"Hiding behind one of the headstones. And Mikey was the one who saved me from Kraven that one time, so I already know him. Also I noticed that you guys are all named after famous Italian artists?"

"That would be my doing." Splinter stepped over to her "I named my sons after my favorite painters and sculptors of the Italian Renaissance."

"Oh. That's really cool, and… I take it you're their father?"

"Correct, but please address me as Splinter. You do not need to fear me young lady, you may rest assured that I do not bite." he gave her a small smile "I will say that it is a pleasure to finally meet you in person Miss Stacy. Peter has spoken very highly of you up until now."

"He's said a lot of good things about all of you too." Gwen gave a shy smile as she turned to face the others "Some of you I've met or seen before, some of you I only just met, but one thing we do have in common is… we care about Peter. So before anything else, I want to thank you guys for looking after him while he and I… weren't on speaking terms." her face fell slightly at those memories, but she felt a comforting hand on her shoulder, courtesy of Splinter.

"We cannot change the past, only look forward to what the future holds."

"That's… a good way to look at it." it was then the sound of vibrating drew the attention of those present.

"That one's mine." Donnie pulled out his T-phone and let out a groan "Great, I just got a text from you know who."

"Your number one fan?" was Peter's guess.

"Yep. The Pulverizer is telling us where the Foot plan to strike next."

"There's a surprise." Raph finally picked himself back up "That idiot is actually turning out to be useful for us."

"Maybe but he can't just stay in the Foot, he'll be as good as dead!"

"Give up the chance for inside information on the Foot? It's worth the risk."

"But we're not the ones taking the risk, the Pulverizer is."

"Well duh, nobody would suspect that idiot to be a double agent. It's the perfect plan."

"Right, because your last plan worked out so well for us meathead."

"Alright you two, give it a rest." Leo was quick to cut into their argument "Whether we like it or not, right now he's being a big help to us. We'll follow up on the lead he gave us and then bust the poor guy out of the Foot."

"Excuse me?" Mikey raised his new katanas "I'm the sword guy now, that means I get to make the decisions!"

"No it doesn't."

"Anyway uh… what Leo said."

"Good enough for me. Alright Donnie, where are we heading?"

"Back to the Oscorp building in Midtown."

"Alright, let's get moving."

"I'll be ready to go in a second, I just have to get changed." Peter breathed a sigh as he turned to face Gwen "I hate to run out on you now, but…"

"I know, they need you." Gwen gave Peter a kiss peck on the lips "Just promise me that you'll be careful out there."

"I'll be back in one piece, I promise." Peter gave her a small reassuring smile, then took off his clothes and put on his mask, webshooters and gloves, and then he took off into the abandoned subway tunnel.

'I know you will…' Gwen breathed a small sad sigh as she watched him leave 'But that doesn't make watching you leave any easier.'

"Let us hope that my sons and my student return safely." Splinter watched as the Turtles took off after Spider-Man, then turned to Gwen as he put a hand on her shoulder "Until then, I intended to prepare a cup of tea for myself. Would you care to join me?"

"That… sounds pretty good actually. Thanks." Gwen gave Splinter a small smile as she followed him into the kitchen area.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with another member of the Spider Support Squad…

"Hold on, are you really serious about this?" MJ cast a glance over at Liz as the two of them made their way along the sidewalk "Mark is really gonna be out of jail soon?"

"I can only hope so, but it really sounds like Mr Murdock came through for me." Liz gave a smile "Thanks to him and the plea deal, they're gonna take mark out of the Vault and put him in a lower level prison, Ryker's Island I think. So long as his behavior is good, he's gonna be a free man in a matter of weeks."

"No way, that's awesome. You're finally getting your brother back."

"Yeah, and then the two of you can resume your… what did you call it, un-relationship or something along those lines?" Liz paused when she noticed MJ stop in her tracks "What, was it something I said?"

"No, it's just… we'll see if that actually pans out." there was an awkward pause, and them MJ moved to another topic as the two of them made their way into the Coffee Bean "Anyway change of topic, the Fall Formal is in a few days. You uh… You gonna go?"

"I'm… not really sure actually. I know Petey- I mean Pete asked Gwen yesterday, and that's mostly because I was there and saw him do it, and I am happy for him, but… I'm not sure if I can face them together like that. Not so soon at least."

"I get you. You want me to skip out so we can make it a girl's night?"

"No don't worry about me, if you wanna have a go then make the most of it. Speaking of which, any chance you have a date?"

"Actually I do, Randy asked me earlier this week."

"As in Randy Robertson?"

"As in one of the few guys on the football team that hasn't come close to giving me a migraine at some point."

"Does Sally know?"

"Nope, I haven't told anybody but you."

"You do know that she's still not over their breakup right?"

"Hey he had good reason for ending it with her. I get that she's your friend and all, but she can be kind of insufferable, so if I get to mess with her a little bit…" MJ gave a smirk as they got to the front of the line "I like to think that's just a case of killing two birds with one stone."

"...If she asks, I never had any part in this."

"Fair enough. Two please." MJ put down a bill and was promptly handed two cups of coffee, and the two of them turned to leave, only for her to stop and scowl "Crap."

"What's the matter?"

"Take a look." she jerked a thumb over to where Harry sat at a table in the corner of the cafe, isolated from everyone else "So much for coming here to get away from that crap."

"Yeah no kidding, I'm kind of surprised he'd show up in public after his breakup with Gwen. I never would've had the guts to do that."

"Same. Well let's get out of here." MJ turned to leave, only to stop when she saw Liz still staring at Harry "What? You actually feel sorry for him?"

"Would you be surprised if I said yes?"

"No but I would think you're out of your mind. It isn't the first time one of Tiger's friends turned out to be trash. Like with Eddie Brock." MJ's scowl deepend at the memories "He only asked me out back then because he thought me and Pete were a thing. He just wanted to hurt him, and he didn't mind using me to do it."

"Wait, that actually happened? I thought it was just a rumor."

"Nope, Brock turned out to be a total asshole, and frankly Osborn is giving me flashbacks to that and cranking it up a few notches. At least Brock was honest about being scum. I say we just grab our coffee and get out of here and let Osborn wallow in his own misery. He brought all of that on himself anyway."

"Yeah, I guess. But let me ask you one question." Liz glanced up at MJ "Would Pete just let him wallow in his own misery?"

"...No, he probably wouldn't" MJ breathed a small sigh "Knowing him, he'd be stubborn about it and probably say that he still sees Osborn as a friend. You're taking pity on him aren't you?"

"Would it be that bad if I said yes?"

"I'd say yes, but it's your life. I just hope you know what you're doing." MJ patted Liz idly on the shoulder, grabbed her coffee and left without another word.

'Part of me feels like I'm going to regret this. But another part of me thinks it isn't right to just let him wallow in misery like this.' Liz took a breath as she made her way over to where Harry was sitting, and sat down in the table next to him, their backs to each other 'I wasn't exactly the best person either, until Pete started tutoring me and I got to see another side of him. In a weird way, I think he helped me to become a better person.'

"...You gonna yell at me too?" Harry finally spoke without turning to face her "If you are then you can save your breath. I've already heard enough. Everyone else has already."

"But can you blame them?" Liz was met with silence "I didn't think so. I wasn't really planning on yelling, but… I do want to understand. I thought you cared about Gwen."

"I did, I… I still do."

"Then why would you do that to her?" Liz finally turned to face Harry "You knew how she felt, that she wanted to break up with you, and you guilted her into staying with you. That's pretty much emotional blackmail."

"I… I had to do it."

"Did you?"

"Yes! If I let Gwen break up with me then I was gonna lose her to Peter! She was supposed to be mine! He's already the smartest kid in school, did he have to get my girlfriend too? I just thought that… that if I could keep her with me for a little bit longer, then I could show her that she would be happier with me than Pete, that I was better than him… then she could've been mine." he then gave a scowl as he thought back to his last encounter with Gwen "Not like it matters either way, because now she and Peter are together, and my plan didn't work. She's not mine anymore."

"...Was she ever?"

"What?" Harry turned around all the way to face Liz "What are you talking about?"

"She might have been your girlfriend, but was she ever really yours?"

"Well yeah, she was my girlfriend and that meant she was mine. Didn't it?"

"I don't think it did." Liz breathed a sigh as she moved to Harry's table and sat down in front of him "Look Harry, if there's one thing I've learned from my whole relationship with Pete, from the beginning to the end, it's that no matter how much you might care about someone, you can't just force them to return your love. The best thing you can do is strive to be the kind of person that's worthy of that love. And take it from someone who grew up in that whole "rick parents in big penthouse" lifestyle too, having that much money can't buy happiness. It doesn't get your parents to spend more time with you… or get your brother out of jail after he ends up turning into a supervillain because of his gambling habit. Or get your boyfriend to stay with you when he clearly had feelings for another girl the whole time."

"What was that last part?"

"Yeah I'll admit it, there was a small part of me that suspected that Peter had a thing for Gwen, and I thought that if I could get to him first, I could show him that I could make him happy in a way that I didn't think she could." Liz paused, then breathed a sigh "But he never stopped having feelings for her. If anything, all I managed to do was… suppress them for awhile. But I didn't blame Gwen for that, because I know it wasn't her fault."

"Yeah, it's Peter's." Harry scowled at the mention of his name "He and Gwen were gonna dump you and me so they could get together."

"And that led you to try and keep Gwen with you at any cost. Even if they'd end up hating you if they found out." Liz was again met with silence "Harry it's not Pete's fault that Gwen wanted to break up with you. I know that, and deep down I think you know it too, whether you want to admit it or not. From what I know, after your dad died, he was as supportive as he could be of her staying with you, despite the fact that he had feelings for her too. He put your happiness and well being over yours without hesitation, no matter how much it hurt him. That was the only reason he didn't take her into his arms, and it was because of you."

"But they plotted against me to-" Harry was silenced by a fierce glare from Liz.

"If there's one thing I've learned over the past year, be it from my relationship with Pete or all of the stuff that happened with my brother, it's that you don't get to make decisions of what other people do or feel… and we don't get to decide who anyone else loves. If we could, then I would have Petey all to myself… but I don't. And I'm learning to be okay with that. Even if I don't get to be with him, the time I spent with him help me to become a better person. He helped me turn it around… and I'm willing to bet that Pete and Gwen, whether they say it or not, hope that you will too." she grabbed her coffee and turned to leave, until…"

"Hey Liz." the voice of Harry prompted her to stop and turn around "You said to learned to be okay with that? How did you… How did you deal with it?"

"Honestly? It was pretty hard. I probably would've spent most of that time curled up in my room if it wasn't for MJ or Sally."

"So… just hang around the people you care about?"

"More or less yeah. You'd be surprised how much difference one person can make."

"Oh. Yeah, that uh… that makes sense." there was a pause, and then Harry cast a nervous glance up at her "This might be way too much right now, but would you maybe wanna… just hang out sometime?"

"...You know, that does sound kind of nice." Liz gave a small smile as she sat back down in front of Harry.

"So uh… you going to the Fall Formal? I know it's this Friday."

"I wasn't really planning to. What about you?"

"I… was gonna go with Gwen. At least until… that."

"Oh. Got it." Liz cringed slightly "Yeah, that's kind of the reason why I'm not going."

"I don't wanna go anymore anyway. Gwen is with Peter now and even if they weren't a thing now, she doesn't want anything to do with me." Harry breathed a sigh "Forget it, I'm not going anywhere near that stupid formal now. Even if I wanted to go, I'd probably get set on fire the second I walked into the gym. Ever since Gwen dumped me, people have been giving me the evil eye, and probably trying to set me on fire with their minds. Frankly you're the only person from school that's talked to me all week."

"Yeah, I kind of noticed that… Probably doesn't help that you came to where most students from Midtown come after school. Doesn't really work with trying to get away from that stuff."

"I know, but my mom had a business meeting with some shady Japanese guy and gave me some cash just to get out of the house for the night."

"Oh. Okay then." Liz glanced down at her phone "So then… you wanna go see a movie?"

"Well there is one I've been wanting to see. Promise not to judge me?"

"Compared to everything else, how bad could it be?"

"Say that when the football team is shoving you into your locker. I was thinking about seeing the new Super Mario Bros movie."

"...The one with Chris Pratt as mario and Jack Black as Bowser?" the two of them stared at each other in silence, and then Liz pulled out her phone "Regular or 3D?"

"3D. I can pay."

"This… might be the start of something amazing."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with the self appointed spy…

"Okay looking for traps, looking for traps, doing the whole spy thing…" Pulverizer wandered his way around the exterior of the Oscorp Industries building, only to end up getting yanked into a nearby bush "What's that- Who's there- I've got ninja training to rip out your-"

"You have 2 hours of basic practice." Donnie told him dryly, surrounded by Spider-Man and the rest of the Turtles "Anyway it's just us, so calm down."

"Oh. Hey cool, you guys got my message. I have some information for you guys."

"Yeah good to know, but first we're getting you out of here."

"I think we're gonna have some bigger problems to deal with right now." Spider-Man jerked a thumb to where Dogpound and Fishface stood a few feet away, complete with a large group of Foot ninja "Like that."

"Crap. Okay Pulverizer, just stay behind me and-"

"Help!" Pulverizer cowered behind another nearby bush "It's the Turtles and Spider-Man, they got me and tried to interrogate me! Help!"

"What the shell are you doing?"

"Sorry guys, I can't blow my cover."

"...You suck on so many levels right now."

"Crap this ain't good bros." Mikey leapt away to gain some distance as he drew his swords, with the other Turtles "You know as the one with the swords, I'm thinking we retreat."

"We've been over this Mikey, having swords doesn't make you leader." Leo brandished his new bo staff and charged at Dogpound, only for him to grab Leo by the staff and throw him into a nearby tree "Not that it's a bad idea, retreat!"

"Try and spread out, give us more space to work with!" Spider-Man took the chance to retreat in the direction of the Oscorp building, a sizable group of Foot ninja in hot pursuit 'For the Foot Clan these guys are pretty low level, but that works for me. Plus it gives me the chance to try this out for myself' so he swung his way over the group and pulled something out from his suit, a small red metal ball that he threw at him, unleashing a large burst of webs that bound them to the side of the building "Thanks for volunteering guys, I needed a few test monkeys to try out the new web bombs I've been working on. Didn't have a chance with the first one since Daredevil and the guys used it on the Hobgoblin." he was about to swing back over to the fight, only to be met with Donnie being flung past him and sent crashing into the wall of the Oscorp building, with the other Turtles following suit "Let me guess, Rat Master Supreme's newest lesson isn't going well?"

"I think you already know the answer to that." Leo pulled himself back to his feet, the rest of the Turtles doing the same as Dogpound and Fishface closed in "This isn't going to work. New plan guys, switch weapons!"

"You don't have to tell me twice." Raph gave a smirk as he threw his weapon into the air, the other Turtles doing the same, each one catching their own weapons and then charging back into the fray, ripping through the remaining Foot ninja with ease "Now this is much more like it, there really is something satisfying about not losing."

"Dammit!" Dogpound spat out some blood as he pulled himself back to his feet, only for the sound of ringing to draw his attention as he pulled out his phone "What is it? I see." he gave a smirk as he turned to Fishface and the remaining ninja "We're done here, Shredder has what he needs. So he picked up Fishface and took off, the remaining ninja rushing into a nearby van and taking off. Most of them anyway.

'Dammit! So much for stopping the whole clean getaway thing.' Spider-Man breathed a sigh of frustration, then turned to where the other Foot ninja remained bound and grabbed one of them off the wall "Alright start talking tall, dark and skinny. What did the Shredder want in the Oscorp building?"

"You really think I'm gonna tell you anything freak?" the ninja let out a scoff and tried to launch an attack on Spider-Man, only to be grabbed by the arm and flung into a tree.

"Guess that's a no." Spider-Man then cast a glance at the Turtles "You know as fun as it is to try and kick these guys around, it does get kind of annoying when you're trying to get the important stuff out of them."

It was around this moment that the other Foot ninja managed to cut themselves free of the webs and tried to make a break for it… only to be stopped by the Turtles each punching one of them out, and the last one getting his arm webbed to a nearby tree, followed by Spider-Man quiety closing in on him, and that was enough to quickly make him snap "Alright alright I give, just back off."

"Good choice." Spider-Man gave a smug grin underneath his mask 'Gwen was right, giving them a silent look is way more effective than screaming.'

"Are you going to let me go if I talk?"

"I won't if you don't, but I can guarantee that I won't feed you to Shredder or any of the guys that want me dead. Or them." he jerked a thumb at where the Turtles were all brandishing their own weapon "So what did Shredder want in the Oscorp building?"

"He didn't want anything, but he knew that you guys were getting information from another rival crimelord so he had us come here to lure you away while he was making a deal with the CEO of Oscorp."

"What kind of deal?"

"He wanted to make a deal and buy a jump drive from her, specs to mass produce one of the super powered freaks you've been fighting."

'...Specs to mass produce one of my big bads? Why does this sound so familiar it's making my skin crawl? And he's buying them from Oscorp?"

"He's heading to their penthouse right now, this was just a way to distract you guys and keep you from interfering."

'So Shredder was setting us up for this from the start. Dammit.' Spider-Man promptly webbed the ninja back up to the free, as well as webbing the unconscious ninja to the ground as he turned back to the Turtles "Long story short, these guys are nothing but sucker's bait."

"And we're the suckers." Leo finished grimly as he stowed away his katanas "Whatever it was he's after, I doubt it's gonna be good."

"It won't be, assuming that what I think it is actually pans out to be true."

"Hey guys,over here!" a hiss and a whisper came from nearby, drawing Spider-Man and the Turtles over to where Pulverizer was hiding behind a nearby bush "Hey."

"You don't have to hide Pulverizer, the Foot are gone."

"Good to know." then Pulverizer lowered his voice "You shouldn't use my real name in public like this."

"Your real name is Pulverizer?"

"No, it's Timothy."

"Alright cool it with the act Tim, and stop talking like that." Donnie yanked Timothy out of the bush and pulled him to his feet.

"Seriously though guys, you're never gonna guess what the Shredder is gonna do with the data he has on that drive he's buying from Oscorp."

"He's gonna create an army of super-armored ninja to kill us?" was Spider-Man's guess.

"Yeah but, I mean there's a lot more to it than that?"

"Is there really?"

"...No. You guessed."

"Figures." Spider-Man shared a glance with Mikey 'It's times like this I think not having my own fan club isn't such a bad thing. Oh wait I do, Flash and the rest of his genius buddies from the football team.'

"But I can still totally do stuff."

"Forget it, you're done." Donnie told him firmly "You're in over your head Pulverizer, now go home before you get yourself killed."

"But I can help!"

"Hold on a second." Leo was quick to cut in "We can't lose our inside information until he finds out more about Shredder's plan."

"What?!"

"Oh hell yeah, the Pulverizer stays in the game! Up high!" Pulverizer moved in for a high five, only to be with no response "Nothing? Seriously?"

"...Screw it." Spider-Man caught him in a high five.

"Alright, now that's what I'm talking about! And I'm off. Seriously though, it's like I might as well be invisible!" and then he ran off… followed by the sound of horns honking and lots of loud crashing "I'm okay, sorry! Again!"

"Okay seriously, there's no way this can end well." Spider-Man watched as the guys began to pose with their weapons, then cast a glance over to where Donnie stood away from the others, looking fairly downcast 'For a number of reasons.'

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

(the Foot ninja showing up to raid Oscorp is just a ruse, and in reality the Shredder made his way to the Osborn penthouse to meet with Emily Osborn and receive the specs. Without Stockman around anymore, he brings in a new scientist to assist with the experiment: the Tinkerer)

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile, with the ruthless ninja clan leader himself…

The tension in the air was incredibly thick as the Shredder parked his motorcycle outside of a certain building and made his way into the lobby, along with a small group of Foot ninja as he made his way to the front desk "I have an appointment. Oroku Saki for 9:30 PM."

"Of course." the secretary, albeit sweating slightly at Shredder's presence, pressed a button aand picked up the phone "Excuse me madame president, your 9:30 has arrived. Yes ma'am, I'll let him know right away." and she quickly hung up "She'll be right down sir."

"Very well." Shredder stepped back and kept his gaze squarely on the elevator door, watching intently in silence.

A tense moment passed before Emily Osborn stepped out of the elevator, a briefcase in one hand and an electronic case in the other, and she kept her gaze even as she met the Shredder at eye level "Oroku-san."

"Osborn-san."

"Would I be correct to assume that you have no interest in small talk and wish to simply get to the business at hand?"

"You would. Would I be correct to assume that you have the contracts readied?"

"Of course." Emily set down her suitcase on the front desk and opened them revealing a folder and a pen to him "All of them are here, simply give your signature and the drive is yours to do with as you see fit."

"Very well." Shredder picked up the pen and moved to sign the contract "I see you have already signed."

"You said you wanted to skip the idle chatter?"

"I did." and so he moved in and bean signing the papers "I take it you've made precautions in the event that I return for more Oscorp property."

"Of course. You can have this drive, but in exchange you leave my family in peace and never bother us again."

"Very well." Shredder finished signing the last paper and closed the folder, and was promptly handed the electronic case, which he opened to examine the drive, then closed it, and then he looked at Emily "Our business is concluded, we'll be taking our leave." and he turned on his heel and made his way out of the building, his squad of Foot ninja following behind him without a word.

"And it's good for all of us that it is." Emily breathed a small sigh as she turned to the secretary at the front desk "I'm sorry you had to be part of this."

"Don't… Don't be ma'am." the secretary took a moment to compose herself "Are situations always this stressful in your line of work?"

"Not always, it depends on the business partners I interact with. I'd like to say this will be the last time Oscorp has anything to do with him, but I can't be certain. In any case, no one under my protection is harmed because of his actions. I'll make sure of it."

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Meanwhile, outside the Oscorp building…

"Excellent." Shredder examined the jump drive, then closed the case and handed it to one of his Foot ninja as he mounted his motorcycle and pulled out a cell phone "Karai."

"Father?"

"The package has been secured. I trust you've accomplished your objective."

"I have the target and I'm bringing him back to our headquarters now, and he's on board with helping with our project so long as he's paid well. I'll meet you there when you return."

"Very well." and so Shredder drove away from the Osborn building and into the night, with his legion of Foot ninja following close behind him "The time is upon us, very soon I shall have the perfect army to crush Splinter and his Turtles, and I will have my vengeance."

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Meanwhile, with our heroes…

"Okay, so let me see if I've got this one more time." Leo glanced over at Spider-Man as they and the rest of the Turtles made their way back into the Lair "You know what's on that drive that the Shredder bought from Oscorp, because you've dealt with it before?"

"It's a little bit more complicated than that." Spider-Man gave a shrug as he removed his mask, revealing the face of Peter Parker "It was around the beginning of the year, back when I was still dating Liz, so around Gwen I'm going to be referring to this as the Dark Ages."

"Seriously?"

"You'll understand it after she gives you the Look for the first time. Anyway, I was in the middle of helping another reporter at the Daily Bugle with a story that led to me helping him with going undercover at this big auction being hosted by Donald Menken of Oscorp. There were three big criminal factions bidding there, Hammerhead on behalf of the Big Man Tombstone, Silver Sable on behalf of Silvermane, Roderick Kingsley and the Master Planner's organization made up of the Sinister Six, or what was left of it at the time, and the Master Planner himself, Doc Ock."

"Wasn't Kingsley the name of the guy who became the Hobgoblin?"

"Actually that was his brother Daniel from what I know. Anyway, these guys were all trying to get their hands on what Mr Foswell referred to as the keys to the city: a jump drive that held the specs to mass produce an army of rhino-armored super mercenaries."

"So you're saying…"

"Whoever got their hands on that drive would've been able to mass produce the Rhino. Anyway that led to me in a free for all with Hammerhead and Silver Sable while they were trying to get their hands on the drive after Kingsley won it in the auction. During the fight he managed to slip away, but the Rhino himself showed up and tried to wreck the chip, something about wanting to be the one and only, so he and I teamed up to destroy the specs. We managed to destroy it, but after we did Rhino turned on me, which was about as shocking as everyone dying in Attack on Titan, and eventually the police showed up and took him out with knockout gas, then took him into custody."

"But the bottom line is that you did destroy that drive."

"I thought I did. But then again it was put up for bidding by Menken, who works for Oscorp, the CEO of whom ended up becoming the Green Goblin. Shot in the dark, either he had a backup or it was a fake. With Gobby it could've been both for all I know. Either way, if Shredder got his hands on that drive then he's probably making an army of rhino-armored Foot ninja even as we speak."

"And Pulverizer is caught up in the middle of it." Donnie's face fell, and then he turned to the rest of the Turtles "I gotta be honest guys, I don't think it's a good idea to leave the Pulverizer in harm's way like that."

"I'm with him on this guys, he's got the common sense of a walnut and the subtlety of a coyote in a truck full of bacon."

"You worry way too much." Raph let out a scoff "We're getting inside info and we're gonna wreck Shredder's plan, and look what it's doing for us. Nobody's getting hurt."

"You mean none of you guys are getting hurt." Peter levelled a glare at Raph, the others backing away as the argument commenced.

"What the shell is that supposed to mean?"

"Exactly what it sounds like. You keep coming up with these crappy ideas and look what happens, everything goes to hell because you can't keep your trap shut!"

"Yeah right, you're just bitter we're doing just fine without relying on you to save the day, so much for the big shot hero."

"There's only one thing I am and it's sick of your crap. I don't need the mask or spider powers to know that you're putting an innocent teenager at risk!"

"It's called war Parker, I'm doing what I gotta do to stay a step ahead of the enemy and keep my family safe."

"What about him and his family? You're cool with just letting him take the fall, using him as a meat shield? What happened to being better than the guys you fight?"

"Come a little closer and say that to my face you little-" this argument was cut short by sets of fingers being pressed against pressure points on their neck, followed by two solid whacks of a cane knocking both of them to the ground.

As it turns out, Splinter was standing over them "What is going on here?"

"We had a bit of a… disagreement over what to do about Shredder's next plan." Leo told him, sharing a look with the other Turtles.

"I see. I also see that you decided not to follow my lesson."

"Sensei, we just don't understand it. With our own weapons we've been able to defeat most of the Foot no problem, isn't that what we want? I just don't understand what switching weapons is supposed to teach us."

"I can see that very clearly my son. It is also clear to me that you still do not understand the point of my lesson, so now I am left with only one choice. Now the four of you will learn how to adapt without any weapons."

"...Wait what?"

"Hand over your weapons. Now!" Splinter was promptly handed the katanas, nunchucks and bo staff, and then plucked up Raph's sais from where he lay on the ground "Perhaps now you will understand what it is I wish to teach you."

"Hey hold up sensei." Mikey took a look around "I thought Gwen was here, what gives?"

"She was until a short time ago, and then she took her leave. Though she did wish for me to inform Peter to look forward to a special occasion coming soon."

"Fall Formal… yay…" Peter gave a thumbs up from where he was twitching on the ground "But this is gonna wear off before then right?"

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Meanwhile, in the villains' Lair…

"So you've returned daughter." Shredder sat in his throne as he watched Karai make his way into the room "I trust that you were successful in securing our newest recruit?"

"Come on Father, when have I ever let you down?" Karai gave a smirk "Anyway here he is, and he insisted we call him… the Tinkerer."

Sure enough, through the door emerged a middle aged man with gray hair, a goatee, a set of glasses and a white lab coat, and he gave a confident smirk "If you want advanced technology, then you've come to the right place."

"So you claim." Shredder stepped forward and met the Tinkerer at eye level "I have heard of your reputation in this city's underworld. Your work with other criminals and organizations has been noted and highly praised."

"People like the Chameleon, the Master Planner and the Big Man you mean. They kept me on because they knew that I'm good at what I do."

"So then your reputation speaks the truth of your capabilities. You have the abilities to carry out what I wish of you then?"

"I can do that and a lot more."

"So you claim. Has my daughter informed you of my current operations?"

"I know that you need an army of rhino-armored super mercenaries to kill your enemies. I can do that and so much more. All I need is the machinery and the data, and you'll have yourself an army as big as you like."

"Very well." with that in mind, Shredder turned to Dogpound "Lead a convoy of the Foot to the warehouse, and bring the Tinkerer in order to ensure it runs smoothly. Be sure to bring the fool known as Pulverizer as well. We shall begin our newest experiment with him."

"Like I said, all I need is to see the specs and the machine." Tinkerer assured him "Give me a few hours and I'll have it done."

"We shall see. Also, see to it that failsafe measures are put in place, in case Spider-Man and the Turtles interfere with current operations."

"Consider it done." Tinker's smirk widened a bit "And if you're interested, I have a variety of other ideas for improving your forces."

"Noted. However, you will accomplish the task at hand before anything else."

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Meanwhile, with the Heroes…

"Okay, now to work on this circuit here…" by this point, Peter was in Donnie's lab working on a certain personal project "I think the problem here is that while I did design the suit for any user, I didn't make it proportionate to my own body structure, so my body has to work with the suit and not the other way around. But by remodeling the suit so it's situated to my body type, it's gonna be like a whole different thing. The Kraang aren't gonna know what hit them."

"Yeah sure, that makes sense." Donnie didn't bother looking at Peter from where he was in the middle of pacing back and forth across the floor of the lab.

"Let me guess, still thinking about the Pulverizer?"

"How can I not? the poor guy is gonna get himself killed if he stays in the Foot!"

"Hey I feel the same way you do, why do you think I got into that screaming match with Raph?"

"And spend 20 minutes twitching on the floor."

"Which reminds me, you guys really have to clean your floors. I'm pretty sure I swallowed a dust bunny the size of my eyeball."

"Dust bunnies aren't capable of growing that size."

"Then what the hell went in my mouth?" this conversation was cut short by the sound of a phone ringing "Probably for the best, I don't wanna know."

"You really don't." Donnie pulled out his phone and rolled his eyes as he answered it "Get this, it's our spy again."

"This is Special Agent Delta-Niner calling from behind enemy lines."

"Enough with the theatrics Timothy, spit it out already."

"Okay, so Shredder is going with an experiment to make sure that the whole rhino-armor thing works out, and it's going down on Broom Street in the Bowery. He's got some scientist on their way to the place right now to do it."

"Uh huh, anything else."

"There's more, something way awesome. You ready for this? Are you ready?"

"For the love of God yes!"

"Shredder wants this scientist to give rhino armor to just one Foot ninja as a test, and get a load of this. I volunteered!"

"You WHAT?!"

"I know, isn't this cool?"

"NO! Why in the shell would you think that's cool?!"

"This is my chance to be a hero like you guys! I'll let them throw some of that kickass rhino armor on me and boom, I get to be a superhero! I'm gonna take Shredder down!"

"That's insane, you have no idea what that stuff is made of!"

"Actually I do." Peter told him from where he was putting his suit on "From what I've been able to figure out it's a titanium resin armor that fused to his skin."

"Good to know, but it's still ridiculously dangerous!"

"You got nothing to worry about Donnie. Once I get my hands on that armor, I'm gonna unleash my mighty rhino horn right up Shredder's hole! That sounded better in my head, but the point is that pointy man is going down! Oh wait gotta go, signing off." and then he hung up.

"You've gotta be kidding me." Donnie was left seething as he stowed away his phone "I knew that we should've gotten that guy out when we had the chance."

"You don't hear me objecting to that, but we're getting him out now." Spider-Man pulled down his mask and mounted his Spider Cycle "You and the guys get in the Shellraiser and follow me as soon as you can." and so he took off without another word.

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A few moments later, on the surface…

"There they are!" Spider-Man screeched to a halt on a rooftop overlooking the city and found a sizable number of Foot cycles on the move, two of which he managed to take out instantly with well-timed web shots to their wheels, just as the Shellraiser drove onto the scene and took out a few cycle on its own 'Looks like the guys are ready for some fun, weapons or not.'

"The rest of you keep driving, I'll take care of this one!" Fishface turned around on his cycle and moved to attack the Shellraiser, and was promptly met with a barrage of projectiles from their garbage cannon.

'Okay then, I guess they've got that covered.' Spider-Man then turned his attention to the other Foot cycles and began launching a series of webbing at a number of Foot, and when the last one was hi they were all engulfed in a sudden surge of electricity, sending the Foot ninja flying and causing their motorcycles to go up in a series of fiery explosions 'Yep, it's times like this I really do love the Electric Webs. Now if only they weren't such a pain in the webhole to make.' he was about to fire at another group of Foot ninja, only for a loud pop and screeching to quickly draw his attention, causing the Shellraiser (with Fishface hanging onto the garbage cannon) to veer out of control and crash land on its side, prompting him to rush over to them.

"I'll deal with the rest of you freaks soon enough!" Fishface took the chance to get back on a cycle and ride off to join the rest of the Foot, or he would've if not for the web shot being fired at one of his wheels that sent his biking tumbling to the ground, and leaving him to be pinned by another shot of webs "Oh mierda."

"So much to putting a stop to this fast." Spider-Man leapt to the ground and his Spider Cycle screeched to a halt next to the Shellraiser "You guys okay?"

"We've been worse, but that doesn't really say much right now." Leo dusted himself off as he cast a look over at the Shellraiser "So much for getting Pulverizer out of there fast. Now what are we gonna do?"

"I'd give you guys a ride but we haven't worked out the squat cars. Anyway jokes aside, you guys work on fixing this thing or come on foot or whatever, I'm gonna go on ahead and stop the Foot before that idiot-"

"Hold it." Donnie grabbed a helmet and promptly mounted himself onto the back of the Spider Cycle "When I agreed to train Pulverizer, Splinter told me that he was my responsibility. I have to stop this and save him. I'm coming with you."

"Good enough for me. The rest of you catch up when you can." and so the two of them took off after the Foot convoy.

"Okay then." Leo cast a glance over at Raph "Go ahead and get the Stealth Bike out, we're going after them."

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Meanwhile, at the warehouse…

"Alright, that's the last of it." at the warehouse, the Tinkerer finished setting up the machine and plugged the jump drive into the control console, then turned to Dogpound "The final checks have been completed, I'm ready to begin with the process whenever you are."

"Good." Dogpound gave a nod "Then get the volunteer into the chamber and start the process as soon as possible."

"He'll need to be stripped down and strapped in all the way before we can start attaching the suit to him."

"Fine. Pulverizer-"

"I heard you dog man, I'm doing it!" the Pulverizer started stripping out of his suit and costume until he was down to his underwear, and he let two other Foot ninja strap him into the glass capsule connected to the machine.

"Well he's eager." Tinker cast a glance over at Dogpound 'Eager but not that bright, maybe he is the right guy to get a Rhino suit. You ready for this kid?"

"Yeah you know it, now let's get this show on the road. But do I really need to be in here to get a fancy suit?"

"It ain't that kind of suit kid, you're gonna be stuck with it for the rest of your life."

"How's that a suit then?"

"It's just a term for it. It's using the chemical compound to make a suit of armor that fused to your skin, made up of a thick titanium resin exoskeleton."

"But it's gonna be tough right?"

"That's an understatement but yes, you'll be tough enough to give the other side a run for their money."

"Sounds awesome!" Pulverizer gave a grin as the capsule was sealed shut "Time to show the world what the Pulverizer can do once he's got some of the good stuff."

"...You're eager kid, I'll give you that." Tinkerer cast a look at Dogpound "You guys really don't have standards for recruiting do you?"

"The fact that we have to bring in fools like him are exactly why we're doing this experiment in the first place." Dogpound told him dryly "Speaking of which, is there a reason why it's a rhino specifically?"

"You can thank the good Doctor Octavius for that one. According to him, the animal kingdom offers a lot of inspiration. Plus adding a giant horn to an already thick and impenetrable hide can add a lot of offensive capabilities. Just one man coated in this armor is nearly unstoppable when he's put into action."

"Master Shredder isn't going to be satisfied with nearly."

"He's getting a lot more than nearly. Sure Spider-Man has managed to bring down one of these bad boys a few times, but a whole army of them oughta satisfy Shredder."

"It had better, otherwise he'll have all of our heads."

"I'm ready when you are guys!" Pulverizer gave a grin from inside the capsule, and then he started narrating out loud "In a world where evil runs rampant, only one man had the courage to sacrifice his chance at a normal life to become something so much more!"

"...We really need better men." Dogpound breathed a sigh of frustration "It's times like this that I really hate the Turtles for forcing us to take on fools like him."

"I doubt for turtles armed with sticks are gonna do much." Tinkerer let out a snort "Try having Spider-Man pop up everywhere you turn."

"For all we know they're on their way, so hurry and start the process."

"On it." so Tinkerer moved to pull the lever, until…

"BOOYAKASHA!" the Spider Cycle burst into the warehouse through a window, with Spider-Man leaping off and busting through the glass of the capsule and yanking Pulverizer out of there with a single strand of webbing, and Donnie mowing down a group of Foot ninja "Okay then, so far so good."

"Get those fools!" Dogpound gave the order, sending several Foot ninja charging at the two of them.

"You ready for a fight?"

"Ready as I can be given the circumstances." Donnie moved to grab his staff… only to realize it wasn't there "Aw sewer apples."

"I also find that crapbaskets is a good substitute, and that there's a broom next to me you could use as a makeshift staff."

"Good enough for me." so Donnie grabbed the aforementioned broom and started using it the same way he would his bo staff, managing to rip through one Foot ninja after another with little difficulty 'Being a ninja means being a master of adapting. Huh, so this is what Splinter meant with this lesson.'

"Yep, you'd be surprised what you find lying around an abandoned warehouse, and how you can use it to beat the crap out of people." Spider-Man took the chance to drop kick and/or web a few Foot ninja himself, only to look over and see Pulverizer making his way to the machine, to which he yanked him away with a web line "Oh for the love of- Hey Donnie your senpai is trying to throw his life away! Am I using that right?"

"Technically the term would be kouhai." Donnie kicked another Foot ninja in the face and sent him hurtling back, then grabbed Pulverizer and pulled him behind a crate "Timothy seriously, what in the hell are you doing?"

"I gotta get me some of that sweet rhino armor." Timothy gave him a wide grin "This is the best chance I have to become a hero like you guys!"

"Okay Timothy, while this process may not be notoriously unpredictable like with Mutagen, it's still INCREDIBLY STUPID!"

"Speaking of which, we've got incoming." Spider-Man leapt out and grabbed Dogpound by his giant arm, then promptly threw him through a nearby stack of crates, only for him to quickly be distracted by a group of Foot ninja swarming him, and he tried to web them to a wall, only to find that wouldn't work, so he resorted to knocking them each out with a single hit 'Dammit, of all the times to run out of webbing. Gonna have to take care of this.' so he reached into his belt and placed another cartridge into his web shooters, until…

"Hang on guys, I'll swoop in and save you!" Pulverizer moved back towards the machine and tried to strap himself in

'You've gotta be freaking kidding me, this dude makes everyone on the Midtown football team look like Albert Einstein incarnate. Donnie!"

"I know!" Donnie broke off from fighting a group of Foot ninja and managed to make his way past Dogpound in time to pull Pulverizer back out, only for his rescue to be interrupted by a new motorcycle crashing through the building, courtesy of Fishface, and then he ended up with a set of robotic legs kicking him in the face, though he quickly rebounded and dealt Fishface a solid roundhouse kick to the face that knocked him out cold, giving him the chance to pull Pulverizer to his feet "Okay come on, now we're getting the shell out of here."

"Yeah, we might have a problem or two there." Spider-Man jerked a thumb at where Dogpound was about to close in on them, along with a sizable group of Foot ninja.

"Aw crapbaskets."

"See that's how you use it. But if it helps, my Spider Sense tells me we're about to get some extra company."

"What kind of extra company?"

"Our kind!" this was when Leo and the others burst through the ceiling of the warehouse on the Stealth Bike and dropped down in front of the Foot ninja… only to reach for their weapons and be reminded of their handicap "Oh right, Splinter took our weapons. Great. Alright spread out you guys, remember that anything can be a weapon." and then they moved out to do just that, with Leo grabbing hold of a pipe, Mikey grabbing a set of chains and Raph making use of a plank of wood he found.

"Yeah way to go guys, show them what we can do!" Pulverizer was quick to cheer the Turtles on in their fight… only to find Dogpound quickly approaching him "Okay dog man… thing… you just asked for it! Time for me to get some sweet rhino armor!" he moved to rush back over to the machine… only to see the Tinkerer pull the jump drive out of the machine and trying to make a break for it "Hey man what are you doing? I thought you were giving out free rhino armor to the ninja guys!"

"Hate to break it to you kid, sometimes you gotta know when to hold 'em and know when to fold 'em. For me, it's folding time." Tinkerer stuffed the drive away into his lab coat and tried to run out of the warehouse during all of the fighting… only to suddenly find himself encased in a cocoon of webs and then strung up to a wall "Oh for crying out loud!"

"Hate to break it to you doc, but your appointment has been cancelled." Spider-Man promptly latched Tinkerer's web cocoon to a wall, during which he reached into Tinkerer's pocket and pulled out the jump drive… which he promptly crushed in his hand 'Okay the pun was kind of lame by my standards, but there's no chance I was gonna let this creep get away with the specs after that crap he pulled kidnapping Gwen on New Year's Eve. Actually that's the only thing I can really remember about this guy.'

"Awesome, now let's put me in there and get me some rhino armor! I swear this is gonna be way too-" Pulverizer suddenly found his arms and legs webbed to each other like handcuffs "Hey what gives?"

"Trust me dude, you're gonna be thanking me for this. Assuming you're smart enough to get why I'm doing this, but I doubt that.' Spider-Man grabbed Pulverizer and threw him off to the side, then went on to punch and kick out another group of Foot ninja as he made his way back over to the Turtles "Good news guys, the concrete jungle isn't gonna become an animal kingdom."

"...You're running out of puns aren't you?" Donnie shot him a dull look.

"Give me a break, the lack of sleep has been getting to me for awhile. Anyway the point is that I destroyed the drive with the specs, so let's get this over with and get out of here."

"Make sure that doesn't happen." Dogpound cast a glance over at few more Foot ninja as he gave the order, prompting them to charge the group as he looked at Fishface "Get ready to blow this place sky high, I'll get our new tech support. Shredder still has uses for him, and he's going to get his money's worth out of him one way or another."

"Don't give me orders like you're the boss of me." Fishface let out a snarl, and yet went over to activate an explosive on the wall nearby, leaving Dogpound to rip Tinkerer off the wall and take off running.

"Oh man, that's not good." Donnie looked down at the device on the crate in front of him, then cast a quick glance over at the others "This entire warehouse has been rigged with dozens of plastic explosives!"

"I think we've got a few other things to deal with!" Spider-Man kicked a Foot ninja in the face and webbed him together in a cocoon with the others remaining "Is that all of them?"

"I think so."

"Let's go, lock the rest of them in!" Dogpound motioned for Fishface and the remaining ninja to run out of the warehouse, and he shut the door and locked it behind them.

"Crap!" Leo and Donnie made a break for the door, only to find that it wouldn't budge "We're trapped! We need to get the shell out of here now!"

"Already on it." Spider-Man leapt onto his Spider Cycle and used a web line to yank Pulverizer off the crate he was trapped on "I can only carry one of you, the rest of you are gonna have to ride the Stealth Bike! Now let's move!"

"Right!" Donnie was the first one to react and leapt onto the back of the Spider Cycle, with Raph and the other Turtles climbing onto the Stealth Bike, and the two bikes bursting through another window… a split second before the warehouse went up in a fiery explosion.

It was only after both bikes screeched to a halt that the group looked at where the warehouse once stood, and Spider-Man breathed a sigh as he pulled out his Spider Cell "Captain Stacy, it's me. In a few minutes you're probably gonna hear something about a big explosion that went off on Broom Street at the Bowery. That's me and my group. Okay, thanks for covering that. Yeah I know about tomorrow, like an absolute gentlemen. See you then." and then he hung up "My NYPD contact is on his way to take care of things, so any involvement we have is gonna be taken care of."

"Alright, police cover story. Classic Turtle stuff right?" Pulverizer gave an oblivious grin, only to be met with pissed off looks from the Turtles and Spider-Man "What?"

"Timothy… we need to talk." Donnie took a breath and turned to face him "About you, and about your… heroics."

"Yeah I know, I couldn't become a mutant like you guys or get that sweet rhino armor from the Foot, but I'm not giving up. I'll get those cool powers and stuff and be just like you guys soon enough, I swear it."

"You still don't get it do you?" Donnie took a breath to calm himself, but his gaze remained hard, which quickly wiped the grin off Pulverizer's face "Having a costume, a few days of training or some gimmick aren't going to make you a hero, and not every mission we take on is going to give us an advantage in our war with the Foot. Everything we've gotten up until now is through hard work, dedication and perseverance, and more important than all of that, discipline! Do you know what that means?"

"No…?"

"Discipline means that you don't just assume a costume and a name are going to make you into something great, you don't throw yourself into the line of fire without thinking, and above all of that, you don't try to turn yourself into a mutant or give yourself rhino armor that permanently fuses to your skin in some misguided and thoughtless attempt to make something of yourself without putting in any real work!" Donnie paused and attempted to collect himself "We're at war with the Foot Clan and the Kraang, war where if we lose, then people die. If we want to make sure that doesn't happen, then all of us have to be on the same page. This isn't about you or just trying to make yourself a hero or a ninja, or anything like that."

"But… But I just…" Pulverizer was left in a stunned silence, until he finally managed to regain his voice a few moments later "I just wanted to help you guys…"

"I know, but I'm telling you this because you clear need to hear it." Donnie pulled Pulverizer in close to him "You might actually become something great some day, and believe me when I tell you that I honestly hope you do. But you have to remember that greatness begins and ends with perseverance, dedication, discipline, humility and fortitude. It's not the sort of thing you can just stumble your way into, or get with a cool name or costume."

"I… I would do anything to help you guys."

"You really want to help us? Then stop trying to force yourself to become a hero. Stop trying to be something you're not."

"But…" Pulverizer took a look around at the other Turtles and Spider-Man, only to see that no support coming from any of them "Oh… Okay, I think I get it Donnie… thanks for clearing that up for me…" he pulled off his mask and handed it to Donnie, then started walking away.

"Where are you going Pulverizer?"

"Don't call me Pulverizer… it's just Timothy… and I don't know, probably just gonna go home and see what I can make of myself… not a hero, I know that much…" and on that rather dejected note, Timothy walked away from the scene without another word.

It was only after he was out of sight that Donnie sat on the ground with his head in his hands and let out a sigh "Well that went well…"

"Hey take it from a voice of experience man." Spider-Man patted him on the shell "Speaking as someone who's had overzealous fanboys before, I can tell you for a fact that you did the right thing."

"Maybe… so then why do I still feel horrible after that?"

"I never said doing the right thing felt good."

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Meanwhile, with the villains…

"Unfortunately our experiment was a failure." Dogpound bowed in front of Shredder as he set the Tinkerer's web cocoon down next to him "We were unable to create any armored Foot soldiers, and any data we had to create it was lost in the explosion."

"I see." Shredder then turned to the Tinkerer as he held up one of his gauntlets "Now what reason should I have to spare your life after this failure?"

"Because my use to you goes well beyond one experiment." the Tinkerer looked up at Shredder and gave a smirk "I did mention before that I had all kinds of ideas for improving your forces, and I can put any of them to use whenever you say the word."

"I see." Shredder drew one of his blades and brought them down… only to cut Tinkerer free of his web cocoon "Then that is what you shall do." but then he retracted his blades and glanced out at the skyline of New York "However, the Turtles and Spider-Man have dismantled my army and thwarted far too many of my plans."

"Kraang is in what is known as agreement." a new voice spoke up, courtesy of the damanged Kraangdroid that sat in the corner of the room "The ones known as the Turtles and the one known as Spider-Man must become known as the Turtles and the Spider-Man who are destroyed."

"Indeed…" Shredder slowly turned to face the Kraangdroid "It would seem that our forces have a common enemy…"

"...Okay quick question." Tinkerer glanced over at Dogpound "What exactly is the story with the pink brain creature in the robotic exoskeleton?"

A/N:

For those of you who don't remember, there was an episode around the middle of the second season of Spectacular Spider-Man that featured Hammerhead and Silver Sable (and later Spider-Man and Rhino) fighting it out for a certain set of specs that had been put up in an auction: the specs to mass produce an army of rhino-armored super mercenaries. Or to sum it up, mass producing the Rhino. The end result was that Roderick Kingsley won the auction for it, but it was a fake, and the real drive was in the hands of Norman Osborn. Of course we never got to see how this was going to play out, so here's my own interpretation of those events. Plus Shredder is also a businessman in addition to being the leader of an evil ninja clan, so I decided to explore that side of him a little bit.

Adding onto that, I chose to go with having Shredder try to create an army of rhino Foot ninja instead of army of mutants. This has more consequences than one might think, because it means Pulverizer/Timothy doesn't become Mutagen Man. Truth be told I don't consider this to be that big of a loss, considering they didn't really do too much with him. Seriously, he was in all of three episodes, and after he was frozen he was just forgotten about.

On another note, Gwen finally gets the opportunity to meet the Turtles and Splinter officially. I was going to have her meet them in the last chapter, but given everything that was happening with April and Karai, I couldn't find a good place to add it in without it feeling forced.

Adding onto a previous point, I figured that for such an advanced procedure, I chose to bring in another member of Spider-Man's rogues gallery for a certain degree of technical support: the Tinkerer. Granted he's useless in a fight, but no more than Stockman, and he's gonna be providing some convenient technical support for the Foot clan for the time being.

Now then, to close this one out, there's something I need to address, specifically to one of my more frequent reviewers, TheIrishman1999. Listen man, I know you want to help with my story, and I do appreciate the ideas you give me. But please, you have to dial down on the number of reviews you send me. I've gotten about 50 reviews in the last chapter, and I'm pretty sure at least 40 of them are you. To be honest, it's getting kind of tiring. I'm not saying to stop, but please tone it down in the future.