(The Mutant Factor)

Superjoeyf721: Those two and a fair number of others to come going forward.

Awesomerebel55: The Mutagen spill is the catalyst for a lot of drama and heartache, especially with Peter turning into the Man-Spider. Mikey would take it the hardest, considering he's the closest to Peter out of all the Turtles. This will take Peter out of the story for awhile though, and now Gwen and the Turtles will have to find the remaining Mutagen canisters without him. But they will have some help when Wolverine comes into the picture.

Gamelover41592: April was always going to react badly. As for Peter mutating, I always did want to include the Man-Spider in this story

Spectacular Webhead 11: I said before that Gwen would have a role to play in the story, and now that time has come. April and Peter both will have it a bit rough going forward. The Goblin is definitely the cause for a fair amount of crap in the series, but at least some new faces may help to counter it on some level, like one that will be coming in very soon.

TheIrishman1999: Thanks for being so patient, becuase now it's been rewarded, and a lot of stuff is going down in season 2. An interaction like that between Splinter and Osborn would be a sight to behold, I'll definitely keep it in mind for the future. As for Logan showing up, you'll see how that goes in due time. I can guarantee nothing about Spider-Woman showing up, but I won't rule it out either. I've watched Justice League and Unlimited extensively, and going that route with the Green Goblin/Iron Patriot is an interesting idea, but keep in mind that Luthor wasn't supposed to be dead in that version. That said, I wouldn't mind incorporating a few elements or ideas of that in the future. We'll see how that goes.

Rich Sanchez: Nice homage to Rick, but he'll never be the same again without Justin Royland voicing him.

JokerGames1999: The Mutagen spill was always going to be bad. Dr Connors and Colonel Jameson for starters, and if you've read the comics then you'll know who the latter is. I haven't given any thought to introducing Tigra, mainly because I don't know anything about that specific character.

PumaDickINurmom696969 (ch 26): I have a pretty good idea of what character you're suggesting, and it's not a bad idea. We'll see how it pans out.

PumaDickINurmom696969 (25): Jackal has a part to play in the events to come, but don't count on a full adaptation of the Clone Saga. I've got my own direction to go with that,.

Vfc15650: I figured that was going to catch a lot of people by surprise. Gwen having her own set of spider powers will be addressed over the course of the next few chapters, so be patient with me for the time being.

5FingerDeathFist: Yep, it's finally time for Gwen to have her chance to shine. I'll tell you now that if I do include Miles Morales, it won't be for a long time. The Connors family has definitely been through their fair share of grief, but it's not over yet. Between Shredder, Kraang and that specific person lurking in the shadows, our heroes definitely have a lot on their plate. All things considered, April does have every right to be pissed at the Turtles. We'll see how she cools down over time. And yes, it was that specific person who set off the Mutagen explosions, one of which resulted in Peter turning into the Man-Spider. Tiger Claw is a pretty high bar in terms of being deadly, so we'll see how that goes. I haven't decided yet if any elements of the Miles Morales game will be included yet, but I won't rule it out either. Morbius will have a role in trying to make a cure for a few things, but that'll play out in due time. Which version of the X-Men this is will be addressed in this chapter. Karai will have her role in events to come, don't worry. Mark working at FEAST isn't a bad idea either, the same with looking at Stranger Things Steven for inspiration for Flash. Harry and Liz have their own arc to come. At the moment, I have no plans for Kingpin to appear, mainly since Tombstone/Big Man was given that role in this universe, but you never know. Assuming that I bring in Hammerhead, it won't be for awhile. I don't really know anything about The Gentleman, but assuming I can plan it out properly, I wouldn't rule out him appearing. HYDRA is in maybe territory at best right now, the same with Winter Soldier, but I do plan to have the Turtles meet Captain America later on. At this point, Hobie is pretty much retired as the Prowler, given that his debt has been cleared. Yuri will meet the rest of the Heroes in due time. Eddie's redemption arc will have a big focus in season two, so stay tuned for when that happens. You're not wrong about Karai having a fair bit in common with X-23. Wolverine having an old friend in New York will be addressed, don't worry. Your theory about the Lizard and Dr Connors is interesting, but don't count on it for this one. Looks like they definitely took some good inspiration for creating HYDRA.

Godzillaboy2021: Thanks, I'm glad to see you liked it. We lost both Kirby and Peter, but now we'll be gaining new allies in the form of Gwen and Wolverine. I haven't given any thought to the Man-Spider mutation giving Peter additional powers, so don't get your hopes up.

Pikachu345: Mutant Town, that's a good name for it actually. But no quarantine or anything like that.

XaralandoWyattWyatt: Karai is a special case for a number of reasons, so don't count on any big thing where Peter can control his mutation in this fic.

Greer123: Thanks, I'm glad to see you liked it, and I hope you're doing well too.

C.S. Allen: And trust me, a lot more is to come going forward, but I'm glad to see you liked it all, so thanks. Bucky, Rogers and Logan all served in WWII, but I thought it was Fury's father, not Fury himself. X-23, I can't promise anything. I have heard of SWORD before, so we'll see how that works out. Vanessa's backstory is definitely an interesting one, the same with Deadpool and Ajax.

Shakespeare RZA: Splinter and Osborn intearcting would be a sight to behold, between the two of them only one deserves to call himself a father.

Frosty Wolf: Glad to see you approve. Bat Kirby may seem like a copout after spending most of the first season trying to find him, but it served its purpose and increased the stakes that came from the Mutagen spill. Flash freaking out was mostly meant to be funny, and show how he, after spending years picking on Peter, would react to finding out he was his biggest hero. I doubt that many people predicted the Man-Spider showing up here. Luckily for everyone, there's at least two characters that can fill the void left by Peter's absence. Five weeks, I know exactly what you mean, and I'm personally counting the days.

ZukahanMultiColor: Yep, even without Spider-Man, the city needs heroes to keep it safe. I do plan to show Mikey being a bit more serious, but nowhere near the extent of the Last Ronin, because that's in a league of its own really. But he will be stepping it up with Spider-Man out of the picture.

Tortugafash2002: I'm going to tell you now, any adaptation of the Clone Saga is going to be loose at best. I will say though, Mutant Town does sound fairly interesting, so maybe I'll try to adapt that at some point later on.

FalseSeto: Thanks, I'm glad to see you liked it. The Mutagen spill was always meant to serve as a dark part of the story (though nothing compared to what comes later), and I always like making the nods to various other shows and movies. You'll see how I cover the Morbius material in due time.

KanoMK1: Thanks, I'm glad to see you liked it.

MercWithaMouth1: As a fellow Deadpool lover, I applaud the reference. But speaking in real seriousness, neither version for this story.

Guest: Yep, I said that Gwen was going to have a part to play in this story. I'm glad to see you liked the overall chapter, so thanks for that. You'll see what her name is going to be from here on out. But I'm trying to stick to comic accuracy in terms of her powers, so nothing crazy like her having camouflage or anything like that. And don't worry, I've said multiple times before that I will not be killing Gwen.

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Darkness had fallen over the skies above New York.

'It's just… It still feels like a bad dream or something…' Harry sat at a table positioned outside the Coffee Bean, staring at a pictur in his hand, of him and the rest of his family 'And then in the blink of an eye, it's just… gone. Everything up and changed, it'll never be the same… and I'll never get to talk to her again…'

"Hey Harry."

"Wha-?" Harry's gaze snapped up and he looked over to see Liz standing in front of him, and he was quick to compose himself "Oh, hey Liz. It uh… It's been awhile since I've seen you around outside of your place. You feeling any better?"

"A little. Mostly just headaches now I guess." Liz gave a small shrug as she sat down in the chair across from him "And honestly, my memory of what happened is still a little bit hazy."

"Fair enough I guess. But at least you're doing better, so that's good."

"Yeah, I guess… so how about you?"

"Me? I'm fine yeah, really good… I'm kinda lucky when you think about it."

"In what way?"

"I mean I can only imagine what it's been like for you the past month, blacking out after the whole invasion thing and not knowing why. I got out without more than a few cuts and bruises, I mean the only real pain I had to go through was… you know…" Harry clenched his eyes shut and looked away "I just lost… my mom…"

"Hey, it's okay." Liz was quick to rush over to Harry's side and wrap an arm around him to try and comfort him "It's okay, you can let it out…"

"No it's not that, it's just… All this time I've been trying so hard not to… have to force that onto anyone else, like… like you, but I just… I'll never get to talk to her again…"

"I know. But you can't keep it inside you like this, it's not healthy."

"Yes I can, cause I'm fine… I mean my dad said to never show weakness around other people, so I can't… I…" he didn't get another word out before he their his arms around Liz and buried his face in her shoulder.

"It's okay… It's okay…" Liz rubbed the back of Harry's head to try and comfort him… but the moment of grieving was cut short by the sound of a loud clang, and the two of them looked over to see a canister of Mutagen clatter to the ground on the sidewalk "What the heck is that?"

"I don't know… but it looks kinda familiar." Harry cast a look over at the canister, until his gaze fell on a symbol on the end of it "Wait, isn't that supposed to be from-" he didn't get a chance to finish before the canister suddenly exploded, splattering Mutagen all over the place… as well as sending some hurtling towards them, with Harry being forced to shut his eyes and braced for when it hit him… but it never did, instead being replaced by an intense burst of heat 'Okay is it just me, or is something about this really familiar?' he opened his eyes and found out the reason for that 'Again?!'

Sure enough, Liz was standing before him, her entire body being enveloped in a wave of flames, her eyes and hair glowing gold, but they flickered back to their normal shade of brown as she turned to face Harry "Are… you okay?"

"Yeah, I… I'm fine…"

"Good, that's…" Liz cut herself short as she looked around and noticed everyone else staring at her, which prompted her to run away without another word, the flames around her dissipating as she did so.

"Liz wait!" once the shock wore off, Harry pulled himself to his feet and took off after her as fast as he could.

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Roughly 24 hours later, after the Mutagen spill…

'It still feels kind of like a bad dream…' Mikey (or Turtle Titan as he's known in the costume) sat on a water tower overlooking most of Midtown, his thoughts drifting 'It's only been about a day since the Mutagen spill, and things have been… well they pretty much suck. At least a few dozen people are gone because of the Mutagen spills. A good number of them, like Pete and Kirby, got mutated. But other people weren't so lucky. Turns out Donnie was right. Some people getting hit by the Mutagen wound up turning into piles of goo on the sidewalk, like the people who wound up getting Flayed in Stranger Things. At least a dozen dead so far, and that's just the ones we know about. Then there's the others like Kirby who got mutated, and because of that April still doesn't want anything to do with us, so Donnie's been throwing himself into finding a way to cure him. He's even got a tracker now so we can find them easier, and that led us to a few of them already. And that led us to this whole thing with mutant Squirrelenoids… Long story short, I'm never gonna be able to look at squirrels the same way again. But Pete… he got turned into this giant Man-Spider, and now we have no idea where he is… and he got turned because he was saving me from that pumpkin bomb… I feel so helpless, like if I had been a little closer, a little more alert, I… I could've helped him… But sensei and May said it best, dwelling on what I could've done won't change what happened. There's only one thing I can do for Peter until we find him, and that's keep my promise to him… Look after his loved ones, and his home. And right now that means being the friendly neighborhood hero the city needs. Now if only I had some idea how the shell to do that.' he soon received his answer as he looked down at the street.

"Sucks to be that guy." on the street below, some random thug cut the locks on a bike and took off down the street with it, shoving a few people out of the way as he did so… only to have to screech to a stop when he saw Turtle Titan land in front of him "What the fu-"

"Hey dude, you think you could hold this for a second? Thanks." Turtle Titan quickly wrapped the chain of his kusarigama around the thug and used it to hoist him into the air, leaving him dangling "Cool, it worked. Hey is this anyone's bike? No?" and then he looked over at a guy that came out of a nearby store "Hey dude is this your bike?"

"I have no change." the man walked off without even looking at him.

"...Okay new plan. Lucky me I brought one of these." Turtle Tital pulled a pen out of his suit and wrote a note, which he then stuck to the bike and leaned it against the wall "Is this your bike? If not, then don't steal it. Love, Turtle Titan. Yep, that oughta be good."

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Aside from that incident with the bike, patrol around Midtown was relatively uneventful. There was one point where he rode on the top of a train for kicks, but aside from that he was mainly just running around the rooftops keeping an eye out. Well, except for one point.

"Hey!"

Turtle Titan looked down to see a street vendor calling up to him "What's up?"

"You're that freaky Turtle Batman look alike on YouTube right?"

"Call me Turtle Titan, I'm a friend of Spider-Man!"

"Okay Turtle Titan. Do a flip."

"Alright." so he did a flip, earning a few cheers "You like that?"

"Not bad kid." came the voice of approval from a homeless guy with a boom box "You got some skills."

"15 years in the making my man!"

But beyond that it was mostly just him wandering around the city, patrolling the area, and at one point helping an old lady across the street and giving her some directions. You know, typical friendly neighborhood stuff. Aside from one incident in a parking lot.

"Hey dude." Turtle Titan threw a shuriken at a guy trying to get into a car, causing his sleeve to get stuck to the hood "Don't they give whole PSAs to people about not stealing?"

"It's my car you dumbass!" the guy snapped at him.

"Hey!" and then a neighbor poked her head out a nearby window "Shut that off, some of us still wanna hear ourselves think!"

"I'll shut it off when you tell this idiot it's my car!"

"Alright alright, I didn't know that-" Turtle Titan didn't get the chance to say anything before what happened next.

"Yo!" another neighbor poked his head out his own window "I'm working the night shift, come on dude!"

"I was just-"

"Hey!" and then another guy came out on ground level "That's not your car! That's his car!"

"How was I supposed to know it was his car?" and then this devolved into an argument between him and the various neighbors.

"Hey watch it!" and then it ended when another guy (white hair, a moustache and glasses, I'll give you one guess who that is) came out his own window "Don't make me come down there you punk."

So all in all, just a typical day of being a friendly neighborhood superhero.

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Hours passed, and the sun was beginning to set.

"Yeah boy, now this is what I'm talking about!" Turtle Titan continued making his way along the rooftops of Midtown… until the sound of his T-phone ringing distracted him, causing him to fall into an alley, landing flat on his face in the process, but he managed to pick himself back up "I'm good… Raph's given me a lot worse than that." and then he answered the call "Hey Gwen, you okay?"

"I'm a little bit better at least. Not by much, but better than nothing. You said you were gonna be patrolling right? How's that going?"

"Kinda boring to be honest. I stopped grand theft bike early on, couldn't find the owner so I just left a note. I did help this old lady across the street, she bought me a pack of churros. Side note, I got to try those for the first time and they're awesome!"

"Yep, never underestimate the power of fried mexican pastries. So listen, do you have a little bit of time on your hands?"

"Yeah, I told Splinter and the guys I'd be scouting for Mutagen out here. Why, do you need me to come by?"

"If you can. The thing is, MJ and I are on our way home and… I'm going to tell her about my new… developments."

"Oh, yeah I got you. Hey by the way, any chance April is gonna be there?"

"No, she's mostly keeping her distance from everybody. I did get a chance to talk to her once school let out, kind of tried to put in a good word for you and the Turtles, but she wouldn't budge on it."

"Yeah… I don't blame her for being mad. Is she okay otherwise?"

"More or less. Her aunt on her dad's side is out of the state for work stuff, so she's gonna stay with MJ and Anna Watson for awhile. Anyway, she opted out of being here, so…"

"No problem, I'm on my way so hang tight. I'll see you in a few." so Mikey hung up and made his way back up onto the rooftops, now headed in the direction of Gwen's home 'No need to worry Pete, whatever happens I'll take care of your girl for you. That's a promise.'

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Meanwhile, with a certain mysterious biker…

'Yep it's official, the city sucks just about every time.' Logan rolled his eyes as he finished eating the burger in his hand and threw away his trash, then paused at the familiar sensation running through his mind 'Seriously Chuck, again with this?'

"Apologies Logan, but I thought it best to update you on the situation. The rest of the X-Men have their hands full with other business, I'm afraid you'll be on your own for this."

"Nothing I can't handle. So what am I dealing with?"

"Cerebro has managed to narrow down the location of the new mutant signature somewhere on the edge of Midtown. My mental impressions from the scene indicate this young woman has very little control or understanding of her powers."

"So typical new mutant stuff, got it. Just give me the name of this kid and what she looks like and I can figure it out, no problem."

"Very well. Her name is Liz Allen, age 17, I'm sending you over any information you need to identify her."

"Sending over, what the hell does-" Logan cut himself short as a series of images flashed through his mind, mostly information regarding Liz "Oh, that. Got it. Don't worry Charles, I'll track her down and figure this out."

"Good. I'm counting on you Logan." and then the mental conversation ended.

"Now to figure out how the hell to find her in this crap sack of a city." Logan took a quick whiff of the air, then gave a scowl "And I thought LA smelled like desperation."

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A little while later, at the Stacy household…

"Alright girlfriend, time for a real talk." MJ and Gwen made their way into the living room of the Stacy household, the former sitting the latter down on the couch and making sure to look her dead in the eye, but her expression was soft "It's only been about a day since what happened to Tiger and the others. Probably a stupid question, but… how are you holding up?"

"Honestly… not great." Gwen let out a sigh and let MJ pull her into a hug "I've been trying to keep myself busy with school work and… thinking about other things, but it also involves having to keep a few things to myself that are, well, a lot to say the least."

"I've noticed. But be real with me for a second. There's something else going on isn't there?"

"Um… what do you mean?"

"Exactly that. I've noticed something off with you, I mean even more than your boyfriend being turned into a giant spider monster and disappear to god knows where. I haven't been able to say much though, you stayed home today and you've been a recluse when you did come. So spill it girlfriend, what are you not telling me?"

"...It's always kind of freaky how you manage to do that."

"Oh please, that's nothing." this was when Turtle Titan climbed his way through the window and into the Stacy's living room "You oughta see how Splinter does that all the time, at this point I've gotta wonder why we even have doors.

"I'll take your word for it. But I'm glad you're here Mikey, really. Honestly, I'd rather not have to be alone for something like this. Here's the thing… did Peter ever tell you guys how he got his powers in the first place?"

"He mentioned he got bit by a spider in the lab at ESU." MJ noted "Why bring that up?"

"The thing is, something happened at the lab yesterday. A few hours before the Mutagen spill I mean. Something… happened as we were leaving the lab." Gwen rolled up one of her sleeves and revealed the bite mark on her arm, causing MJ to freeze on the spot.

"Uh… is this gonna go where I think it's gonna go?"

"More than likely, and just to hammer home the point…" Gwen took a breath as she pulled herself to her feet… and then she leapt up and latched onto the ceiling with one hand, staying up there for a moment before she leapt back down to ground level "So yeah, that's the other thing I've been dealing with."

"...Wow." MJ broke the silence after a few more moments passed "That's… That's a lot to deal with."

"Especially right now. I never even planned for that to happen, it just kind of did."

"Fair enough. But it raises the question… Now that you've got the same stuff going for you as Tiger, what do you plan to do with it?"

"Honestly… It feels kind of like my wish was granted. I kept saying that I wanted some kind of way to help Peter with all of his Spider-Man stuff. Now I think I have the power to do it."

"Okay can you just… hold on a second." Turtle Titan pulled back his mask and revealed the face of Michelangelo "I gotta know Gwen, are you totally sure this is what you want?"

"Well… whether or not I want the spider powers is kind of irrelevant at this point, because I'm more or less stuck with them. Unless I take one of the Gene Cleansers from the lab at ESU, but that's besides the point. Mikey my dad is a police officer, me and my mom never knew from one night to the next if he was going to come home alive. It was horrible, and ever since I found out that Peter is Spider-Man, it's been even worse, to an even greater extent now that he's off god only knows where and for all I know he's…" she paused and took a moment to collect herself, then turned back to Mikey "All this time I've felt so helpless, like there was nothing I could do to support either of them. Now I have the power to do just that… I know things are going to be crazy from here on out, to say the least, but I'm okay with it, if it means helping Peter and all of you, and turning back as many of the people mutated as we can."

"In that case…" Mikey let out a deep sigh "You're gonna wanna head down to the Lair and talk with Donnie… he's got an extra pair of web shooters he and Pete were working on, so you can get started with those."

"Really?"

"Yep. I figure if you're gonna be working with us, you might as well have the newest stuff my bro is-" he didn't get the chance to finish before Gwen wrapped him in a tight hug.

"Thank you…"

"No need. I promised Pete I was gonna look after you. Might as well start somewhere. Speaking of which, better call him up and let him know you're coming." on that note, Mikey pulled out his T-phone and dialed a number "Hey D, yeah it's me. You still in the Lair? Okay good, quick word to the wise you're gonna have someone headed your way. No I'm not trying to rent out the Lair to homeless people again, and that was one time! I'm talking about Gwen, she's got some stuff she'll need help with. No, not that. She's on her way, and tell sensei he's gonna need to be on board with this too. You'll get it when she gets there. Wait, what's that? Where? No worries, I'll check it out, just send me the details from your phone. Later." and then he hung up "Long story short, they know you're coming but you're gonna have to tell them what's what yourself."

"You mean you're not going with her?" asked MJ.

"I wanted to, but apparently Donnie picked up some crazy surge over on the edge of Midtown that he was gonna go check out, but I'm doing it for him since he's busy and Leo and Raph are out trying to track down more Mutagen. Wonder how that's going."

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Meanwhile, with the Mutagen hunters…

"Alright, I think the tracker says the canister is somewhere in this direction." Leo and Raph made their way across the rooftops, the former holding onto the Mutagen tracker in his hand, and he shot an annoyed look at the latter "Remind me again why you chose to bring him Spike with you when we're searching for a canister of highly unstable mutagen?"

"I told you, Spike needs his fresh air at least once a week." Raph idly patted Spike where he sat perched on Raph's shoulder "He can only be stuck in the Lair with the stenches of Splinter and his incense, Donnie's lab and the noxious ball of gas that is Mikey for so long."

"That doesn't explain why you brought him with you on a stakeout for Mutagen."

"Like I said, the stench of Donnie's lab and Mikey, this is the first time in god only knows how long we've had a chance to go out without either of them."

"But- Okay you know what, I don't have the time to argue with you about this, especially since we just found our objective." Leo directed their attention down to where a mutagen canister lay on the sidewalk below them.

"See, and Spike didn't pose any problems. Try treating my little buddy with more respect."

"I already respect him, mainly because unlike you, he doesn't talk. Now wait here while I grab and bag it, I'll be right back." so Leo latched onto a nearby pole using a grapple and swung down to grab the canister… only to find it suddenly find it snatched away by a white line before he was able to touch it "What the-"

"I already respect him, mainly because unlike you, he doesn't talk. Now wait here while I grab and bag it, I'll be right back." so Leo latched onto a nearby pole using a grapple and swung down to grab the canister… only to find it suddenly find it snatched away by a white line before he was able to touch it "What the-" he followed the direction of the white line, only to see that there was no one there "Okay, that's… weird even for us."

"Hey what the shell are you doing?" Raph set down Spike on top of an AC unit and leapt down to meet Leo at eye level, and promptly shot a glare at him "You said you had him, what the shell do you call that?!"

"I did have it, it just… someone else grabbed it first!"

"Yeah right, you had it like the back of my shell! I should've just gone down there and grabbed it myself!"

"And a lot of good that would've done!"

"I would've at least grabbed it before somebody whisked it off to the Shadow Realm!"

"Yeah well- Look we don't have time to argue about this, whoever snagged that canister can't be too far from here, so just put a pin in that vein in your forehead that's about to explode and let's get moving."

"Fine, if nothing else then to make sure you don't blow it like-" Raph cut himself short when a familiar sensation blitzed past them, and then another web line appeared in their line of sight, which caused their gazes to harden "Leo."

"Yeah I know, I felt it too." Leo glanced down at the first web line, then at the second "Isn't that where-"

"Spike!" Raph didn't hesitate to charge his way back up onto the rooftop to where he left Spike, only to find out that he wasn't there "What did- I just left him here, he couldn't have-"

"Raph calm down, we need to be rational about this." Leo put a hand on Raph's shoulder, and then his gaze hardened has he looked around "We know you're there, just come out and show yourself already!"

"Pretty sharp instincts. My employers weren't kidding when they said you were good." from the shadows emerged a figure… clad in a familiar red suit, albeit without the black webbing pattern, and the torso was covered by a blue vest, a black spider on the front "But at the same time, it also explains why you're such a thorn in their sides."

"What the…" Leo and Raph shared a look of shock and disbelief "It can't be…?"

"So this is what I'm looking for." a figure within the shadows held up the canister and started at it with a sense of intrigue "You know in hindsight, I probably should've asked them what these canisters looked like before I ventured out here to find them." he paused, then looked back over at the Turtles "Also in case you're about to ask, no I'm not Spider-Man. I've gotten that question at least half a dozen times tonight alone. You might as well call me the Scarlet Spider, it's the same thing I get from my employers and my father."

"So you're not Spider-Man… Then what do you want?"

"This canister for starters. As for what I want from the two of you, that should turn out to be relatively quick and painless, so long as you cooperate with me."

"And why the shell would we do that?" Raph tightened his grip on his sais.

"Simple really, because as skilled as you might be, neither of you have what it takes to beat me in a straight up fight."

"Give me a minute and I'll show you what happens when you take us on in a fight, just ask the Kraang and the Foot!" and so Raph charged into the fray, with Leo by his side.

"Oh believe me I've heard, and I'm actually impressed." Scarlet Spider leapt over their attacks and dealt Raph a swift kick to the chest that sent him crashing into a nearby AC unit "But like I said, it's why my employers want you out of the way."

"Then you'll have to try a lot harder than that!" Leo gripped his katanas and charged at Scarlet at full speed, with Raph rebounding and joining the fray, the two of them trying to hit Scarlet with a swift and savage barrage of attacks.

"This is what I like to call my verbal Uno Reverse Card." Scarlett was able to dodge, block and counter every attack being aimed at him, but their brief scuffle only came to an end when he found an opening and slugged Raph hard enough to bring him to his knees, and kicked Leo in the face hard enough to send him tumbling towards the edge of the roof "That is to say, that logic more applies to the two of you than me."

"Yeah well… see if you can keep saying that when I shove my sais down your throat!" Raph was quick to pick himself up and charged at Scarlet… only to be stopped by Scarlet grabbing both of his arms and subsequently snapping one of them, causing Raph to scream in pain as he fell back to the ground.

"Case and point. You're gonna have to try harder than that."

"Hold on a minute." Leo pulled himself to his feet and sheathed his katanas "At this rate I think it's obvious fighting isn't going to get us anywhere."

"About time someone wised up, if Red here was the smart one out of the two of you then it'd be a wonder how you guys ever stopped the Kraang invasion before."

"Let's put a pin in that for now. You're the one who took the Mutagen canister we were tracking here, but why do you want it? And who are you working for?"

"You really think I'm gonna tell you that? You guys pride yourselves on secrecy and all that good stuff don't you? As for why I want these things, my father and my employers wanted me to track down as many as I can. For me it's more about following orders than anything else. The way I see it, you guys oughta be happy I'm doing that."

"How do you figure?"

"These things are full of the ooze that turns people into monsters right? Well the less of these canisters around, the less ooze to turn people into monsters and the less monsters you guys have to deal with."

"That's… an interesting point." Leo shared a look with Raph, then turned back to Scarlet "But it still doesn't explain what you'd want with it."

"And I still don't plan to tell you. But at the same time, there's a lot of these things lying around the city, and I'm not unreasonable, so what would you say to a trade? I don't have to smack the two of you around either, and I'm willing to let you go if you're willing to do one small favor for me."

"Which is what exactly?"

"You have a tracker to find the canisters of ooze right? Simple, go out there and find the nearest one, and then bring it back to me, and we'll call it even."

"Like hell that's gonna happen." Raph picked himself up and brandished his sais again… which only drew an annoyed sigh from Scarlet Spider.

"You're gonna make it one of those kinds of things aren't you? Fine, go find me the ooze or you won't get back your little buddy." and then Scarlet reached out from behind his back… and pulled out a certain little animal that he perched on his shoulder.
"SPIKE!" that made Raph charge forward blindly, only to be stopped by a swift kick to the chest that knocked the wind out of him.

"Remember what happened with your other wrist?"

"...What do you want?"

"I literally just told you, get me another canister to make a matching set with the one I've got now, and you and your pet are free to go."

"You little-"

"Alright fine. I guess we have a deal." Leo shared a look with Raph and pulled him to his feet, and the two of them tok their leave of the scene "Let's just get this over with."

"You know how screwed up this is right? If anything we should be going back there and kicking that guy in his web hole!"

"I don't disagree, but do you want anything to happen to your pet?" Leo was met with silence and another pissed off glare "That's what I thought."

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Meanwhile, with the ninja master…

"Michelangelo informed me that you would be coming." Splinter broke out of his meditation and looked over to see Gwen standing in the entrance to the dojo "I take it there are some things that you wish to discuss with me?"

"That's… one way to put it." Gwen cast a nervous look over at Splinter as she slowly made her way into the dojo, with Donnie trailing behind her "Just to be clear before we get into this, what exactly did he tell you?"

"Very little in the way of specifics, only that you needed our aid with a delicate matter that came about from a recent development."

"That's the short version of it at least, really vague too, but…" Gwen paused to collect herself, and then began her explanation "The thing is that yesterday, a few hours before the whole thing with the Mutagen happened, something else happened. To me. Actually a few things have been happening since then, to me I mean. Physically."

"Oh. OH, I… see." Splinter quickly made a hand motion for Donnie to leave, which he did, and he paused to collect himself "I originally planned to tell this to Miwa when she came of age, but I suppose it will have its uses here… Given that you are coming of age, your body will start to go through a series of changes, and you may be noticing some… things, such as-"

"No, no definitely not that. Mikey made that mistake too, and no offense but I'm barely okay to talk about that with my dad so… Yeah you know what, let's put a pin in that. Anyway I think it's for the best if… I just show you."

"Um, I believe we should talk about-" Splinter cut himself short as he watched Gwen leap into the air and cling to the ceiling of the dojo "Oh… now I understand."

"Yeah… so you can see why I'm so stressed out. It's just… a lot to take in, you know? I haven't even told my dad about it yet, not sure how long that's going to last either."

"Given what we've heard of your father's capabilities, not very long I imagine. But in any case, it will do you no good to fret over the hand that fate has dealt you, for it has provided you with a rare gift. But the question remains: What do you intend to do with it?"

"I… want to use it for the right reasons. And it brings me to something else that I wanted to ask of you." Gwen sat on the ground in front of Splinter and lowered her head "I would be honored if you would train me, in the way you train the Turtles, and the way you trained Peter. You were right, I was given this great power for whatever reason, and now I have the great responsibility of using it for the right reasons. But I'm also reminded of something else Peter said to me once, about having the responsibility of learning how to use it."

"I see." Splinter eyed Gwen intently for a moment "Gwen Stacy, I have heard many things about your great intellect, your strong will and your pure spirit. Very well, per your request I will train you in using your newfound abilities, and to be a kunoichi. But I warn you, this will more than likely be the hardest thing that you have ever done. It will drain you mentally, physically and spiritually."

"I know, and I'm ready."

"You're not the only one girlfriend." this was when MJ made her way into the dojo, with Donnie trailing close behind her, and she pulled out a sketchbook "Ninja stuff aside, we're gonna have to get your new suit ready, and I've already got some ideas on the look of it."

"I'm looking forward to seeing what you come up with."

"I have the perfect material for making a suit too." Donnie handed two objects to Gwen, one being a small red and black device and the other being what looked like a chest plate "This one here is a new model of web shooter Peter and I were developing. It has the same basic design as the original, but we've made huge strides in improving the storage capacity."

"What's the other thing then?"

"That's actually a sample of the material used by Daredevil to make his suit, he let me have that to try and replicate the material. It's adaptable, flexible and durable all in one package, and I think we can use it to make a new suit for you."

"You really know your stuff about this sort of thing."

"I've had a lot of time to analyze Peter's equipment and suit, so I think I know how to replicate it effectively. Speaking of which, we should run some tests to see what powers you've developed from that spider bite."

"Fair enough. So are any of the Turtles going to be part of this?"

"Not for awhile at least, Leo and Raph are off tracking another canister of Mutagen and Mikey is still out tracking that energy surge my scanners picked up. So that one probably isn't gonna go very well."

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Meanwhile, with the vigilante in question…

"Alright, nothing so far." Turtle Titan continued stalking the rooftops of Midtown in search of his new quarry, only to find nothing, so he pulled out his T-phone and dialed a number "I'm not finding anything Donnie, you sure it's around here?"

"All I know is that the radar beacons we set up around the city have been picking up series of energy surges different from everything we've seen before, they haven't show up again since then but… Hold on."

"What?"

"I'm reading some activity from the Kraang Communication Orb. The Kraang are active again, chasing what they call a Mutant signature detected somewhere near Allen Towers, over on the Upper West Side."

"Got it, I can be there in a few." Mikey hung up and stowed away his T-phone, then leapt into the Stealth Bike and took off through the streets towards the Upper West Side.

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Meanwhile, with the source of that surge…

'I have no idea what's going on…' Liz sat against the wall of an alley, huddled by herself and struggling to come to terms with her recent changes 'I thought whatever happened during the invasion was just some freaky dream, or maybe something I just imagined, but then last night, I saw that thing come at me and… I made that canister blow up, I was on fire! They all saw it, both Harry and everyone saw it… So what the hell am I supposed to do about it?!' she was left musing to herself to try and figure out what to do next, only to be met with the sound of the door being flung open, and several men in suits armed with blasters approaching her "What the hell are you-"

"Kraang, that which is known as the target has been located." the leader of the Kraangdroids in their human disguises pointed a blaster at her "Observe Kraang, capture for experimentation and possible dissection upon return to base."

"You want to do what?! What the hell do you want with me?!"

"Kraang has come for that which is known as the mutant."

"Kraang? I don't get it, what the hell is this about? I just wanna be left alone!" Liz smacked one of the Kraang over the head with a metal pipe, then threw it aside and took off running down the sidewalk, rounding a corner and ducking into an alley.

"That which is known as non-mutated mutant organism will come that which is known as quietly with Kraang. Surrender, for resistance to Kraang is futile."

"Just… Just get away from me!" Liz recoiled in fear, causing a wave of flames to burst forth and hit the Kraangdroids dead on, sending them hurtling backwards and crashing into the wall and street around her… and some of the skin was melted off of them, allowing Liz to get a look at the robotic face hidden underneath 'What the hell… some kind of robots?!' her shock quickly turned back to fear when she looked back to see another partially exposed Kraangdroid aiming a blaster at her, until…

"Booyakasha!" this was when Turtle Titan suddenly leapt onto the scene, using his kusarigama chain to rip through the Kraangdroid and send its two separated halves into opposite walls, and he took the chance to shoot a quick look over at Liz "Run!" and that was all the motivation she needed to take off running, while he brandished his nunchucks and began beating around the Kraangdroids with ease.

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Meanwhile, with the other mutant…

'Yep it's official, tracking in New York sucks about as much as it always does.' Logan (now clad in a yellow and navy blue outfit, with a mask covering the top half of his face) rolled his eyes as he made his way through an alley 'And apparently Chuck can't narrow it down enough because so many people around makes it hard to pinpoint, which means a longer night for me.' his inner musings were cut short as he took another whiff, and his gaze hardened 'I'm picking up a scent, and it's full of fear. And another one that smells like… metal and ozone, and another one reeking of… sewer water? Okay, this is getting weird, even by my standards.'

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Meanwhile, with the chase victim…

'This can't be real, it has to be some kind of screwed up nightmare!' Liz continued running as fast as she could, eventually climbing her way over a wire fence 'Seriously Liz, if there's ever a time to wake the hell up, it would be now!'

"Liz?"

"Son of a-" Liz whipped around and grabbed hold of a nearby piece of wood… only to relax slightly when she saw Harry standing before her "Harry, you're… what the hell are you doing here?"

"What am I- I came out here looking for you, nobody's seen you all day. Eventually I just teamed up with your brother to find you, he's out looking for you somewhere in Greenwich. Are you alright?"

"Harry, I… it's just… I don't know what to do." Liz backed away from him and huddled against the wire fence "It's all so… I'm shooting fire, people chasing

"Easy easy, just… try and calm down, alright?" Harry knelt down in front of her in an attempt to calm her down "What was that about someone chasing you?"

"A bunch of guys in suits with lasers, they tried to kidnap me or something, but then that turtle guy in the suit showed up and…"

"Okay, let's just try and figure this out. My dad mentioned having an interest in mutant genes awhile back, so… I don't know, maybe he's got a file or something that can help." he pulled himself back to his feet and held out a hand to Liz "It's not much, but it's really all I can think of right now."

"I… I don't know…" Liz accepted Harry's hand and let herself get pulled back onto her feet, but she was still relatively shaken by everything "All of this is happening so fast, I just don't think that I can- Look out!" she yanked Harry back to the ground just in time to avoid a barrage of lasers being shot at them, and she looked over to see another group of Kraangdroids (six of them specifically) closing in on the two of them "No, not them…"

"Who?"

"It's them, those are the guys that attacked me! Harry you have to run!" and then Liz took off running again, leaving Harry behind.

"Liz wait!"

"Stop the one that needs to be stopped! Stop!" three of the Kraang broke off from the group to chase down Liz, leaving the other three alone with Harry.

"Who… Who are you guys?" Harry tried to compose himself as he stared down the disguised Kraangdroids "What do you want with Liz?"

"Currently, Kraang wants that which is known as screaming." the Kraang all brandished their blasters and other weapons, and prepared to close in on Harry.

"Yeah well… you're gonna be the ones screaming! It's like you said dad, I'm gonna cowboy up and do what I have to do!' so Harry grabbed a nearby garbage can lid and ran at the Kraang, letting the lid fly towards them… only for one of them to bat it aside and backhand him hard enough to send him crashing to the ground.

"Kraang shall observe, for Kraang must terminate all witnesses." the leader of this group closed in on Harry and prepared his laser blaster.

'No, I… I can't let this happen, but…' frustrated at his own helplessness, Harry could only shut his eyes and wait for the inevitable… but it never came, only the sound of slashing, and so he opened his eyes to find the scattered remains of the Kraangdroids lying on the ground in front of him "What the hell…?"

"Sup dude?" as it turns out, Turtle Titan was the one looming over him, holding out a hand towards him "You okay man?"

"I… I'm fine." Harry didn't bother taking the hand as he picked himself up "Thanks for the help, I guess."

"Uh… you're welcome. You need a lift or something or-"

"I don't have time to stand around talking okay? More of those guys are hunting me… well she isn't my girlfriend per say but-"

"Okay more of those guys, got it. How many and which way did they go?"

"Three of them and they leapt over that fence."

"Got it, now hang on tight." so Turtle Titan slung Harry over his shoulder, and then took off in search of Liz and the Kraang.

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Meanwhile, with the mutant hunted in question…

'Okay, I think I lost them…' Liz leapt over the fence and through a yard, where she continued running to the other side "What do I do? What the hell do I do?"

"You can try calming down before you have a panic attack, that might help."

Liz whipped around and found Logan (in his costume with his mask on) leaning against a wall nearby "Who are you? What do you what? If you're with those other creeps-"

"Take it easy kid, I'm not gonna hurt you." Logan pulled down his mask and revealed his face to her "Right now, I'm just here to talk to you."

"Okay…?" despite the continuing uncertainty, Liz relaxed herself slightlyh and slowly turned to face him all the way "So who are you?"

"The name is Logan, but I usually go by Wolverine when I'm in uniform Like I said, I'm just here to talk, and to help you out if I can. And maybe give you a couple answers. Let me take a wild guess, you're already stressed out about puberty and crap, then the next thing you know you got some crazy power that's giving you no end of grief, and you have no idea how to handle any of it. Am I right?" Wolverine was met with silence, only an untrusting glare from Liz "That's about what I expected. Not the first case of that I've seen, and I doubt it's gonna be the last of them either."

"You… know what's going on?"

"I do stuff like this for a living, or at least I work for a guy that does, helping out people that have certain…"

"Quirk?"

"Sure, let's call it that. I'm not gonna sugar coat it for you kid, this can be a gift, but it can just as easily be a curse. But which one it turns out to be, that's your call to make."

"I just… It's hard enough trying to deal with high school, and now this comes along? I didn't ask for any of it."

"And you think any of the others did? Like I said, gift or curse it's something you're stuck with, for better or for worse, so you might as well try and make the most of it. You could have it a lot worse than what you've got. Take me for example." he held up both hands… and a series of blades came out of his knuckles, which caused Liz to back away in fear "See? I've got it a lot worse in that regard, for a number of reasons." he swiftly retracted his claws "Granted why I've got these things is a lot more complicated, but the idea is the same."

"So… how did you deal with it?"

"Like I said, I'm not sugar coating it for you or anything. It's not gonna be easy, and some days are gonna be downright hell. But trust me when I say you learn how to manage it, you use that to move forward. And you let the people you care about be there for you."

"Is… that what happened to you?"

"Something like that. It's been hell for me at a bunch of points, it still is here and there, but I found some good people that I can count on to have my back. You can have that too, if you're up for it."

"I… I guess that-" Liz didn't get the chance to finish whatever she was going to say, mainly due to the fact that one of the fence walls around them suddenly exploded.

"Gonna have to put that on hold for now by the looks of it. We've got company."

Sure enough, the smoke cleared to reveal a large group of Kraangdroids pointing their blasters at the two of them "That which is known as non-mutated mutant is hard to contain. Kraang has also acquired other non-mutated mutant. Both will be taken by Kraang and subjected to numerous painful experiments for Kraang."

"Yeah, I'm thinking no for that. Kid get behind me, this ain't gonna be pretty." Wolverine was quick to motion for Liz to get behind him as he barred his claws.

"Exterminate! Exterminate!" and then the Kraang started firing lasers at them, prompting Liz to take cover behind a nearby dumpster.

"Catchy. But there's one thing you little freaks oughta know about me." Wolverine blitzed his way through the blaster fire and managed to cut down four of the Kraangdroids with a single slash of his claws "I'm the best there is at what I do, and what that is ain't kid friendly."

"Kraang will not be deterred by non-mutated mutants." more Kraangdroids came onto the scene carrying weapons "Kraang will capture non-mutated mutants, and all witnesses will be disposed of according to Kraang's wishes."

"So we're going that way then huh? Fine then, if you want me, then come and get me." so on that note, Wolverine braced himself as the Kraangdroids charged at him, and he started to cut them down one after another with his claws, even weaving around their blaster fire to cut the droid bodies down.

"Kraang! Attack for Kraang!" despite the damage Wolverine was doing, the Kraangdroids continued coming with great numbers.

"Never understood why thugs and creeps kept coming when they keep getting their squishy asses handed to them." Wolverine continued ripping through the numerous Kraangdroids, until only a few were left standing… and he saw one creeping around towards Liz "You're not touching the kid ugly, now get the hell away from her!" and he was about to charge at her, until…

"Booyakasha!" this was when a kusarigama suddenly wrapped around the waist of the Kraang and hoisted him into the air, courtesy of Turtle Titan as he leapt onto the scene and knocked out the Kraangdroid with a solid kick to the face "Keep away from the girl or heads are gonna roll, actually they're gonna roll anyway but that sounded cool!"

"It is one of the ones called the Turtles! Kraang, capture non-mutated mutants but dispose of that which is called the Turtle!" the last few Kraangdroids readied their weapons and moved to attack once again.

"Crap, these guys again."

"I'm gonna assume those are friends of yours." Wolverine paused and looked at Turtle Titan, then took a whiff of him "Your scent is off, even by my standards."

"You don't get much more off than those guys." Turtle Titan jerked a thumb at the Kraangdroids closing in on them.

"...Fair enough." so with that in mind, the two of them charged at the last group of Kraangdroids and cut them all down within a matter of moments, leaving their broken droid bodies scattered around the area as the little brains all scurried away. It was only after a moment passed that the two of them shared a look "Not a bad fighting style."

"You got a few moves yourself, uh…"

"Just call me Wolverine."

"Cool. Call me Turtle Titan."

"Oh yeah, the dude in the Turtle suit running around New York. Word's been getting around about you lately. Good to know." Wolverine then looked over to where Liz was coming out from her hiding place "I'm gonna go ahead and guess those aren't friends of yours?"

"Only if friends try and dissect you or something." Liz cringed visibly as she looked around at the scattered bits of metal "Does stuff like this happen with your group a lot?"

"I could lie and give you hope, but yeah this is basically a Tuesday for us. I'm gonna go ahead and guess that ain't making you any more thrilled to take me up on my offer, right?"

"Oh… I think that's just-"

"Liz!" this was when Harry (now sporting a black eye) leapt over what was left of the fence and rushed towards her, catching her in a tight hug "Are you okay?"

"Yeah, I… I'm alright. Just a little shaken up."

"No kidding, that was just… freaky. Come on, we oughta get home."

"Yeah, that… that sounds like a good idea. Mark is probably worried sick by now." Liz paused, then looked over at Wolverine "Um, about your offer…"

"Don't loose sleep over it or anything. You're not ready, I get it." Wolverine waved it off, then pulled a card out of his pocket "But if you change your mind, this is where you're gonna be able to find me."

"I'll… remember that." Liz glanced over at Harry, and then the two of them took their leave of the scene without another word.

"Well that's a few hours of my life I ain't getting back."

"You're not gonna go after her." Turtle Titan raised an eyebrow.

"She ain't ready, and recruiting by force ain't our style. In my line of work, they come with us willingly or not at all." Wolverine gave a shrug, then turned his gaze back onto TT "But in the meantime, you and I have a little business to deal with."

"We do?"

"Yep." Wolverine grabbed hold of TT's cloak and pulled it up enough to reveal the symbol of the Hamato clan, to which his gaze hardened underneath his mask "I gotta say, I never thought I'd see that symbol again."

"You… know what that is?"

"Some things you don't forget about kid, even if the clan they belong to has been extinct for close to 20 years. Most of the members defected, and Hamato Yuuta died when the clan went up in smoke." Wolverine studied Turtle Titan for a moment, then gave a smirk "Let me guess, you learned to fight from Yoshi didn't you?"

"Uh… Look man, you got your secrets and I got mine. Thanks for the help with the Kraang and all that, but there are some things a guy just doesn't tell other people." so on that note, the Turtle Titan pulled out a smoke bomb and threw it, and once the smoke subsided, he was gone.

'Yep, classic ninja vanishing trick. Not bad. The only problem is, he can't make his scent vanish along with him.' Wolverine took a quick whiff of the air, and then promptly took his leave of the scene 'I'll remember that for when the time comes. For now though, I'd better give Chuck and the rest the heads up on the girl.

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Meanwhile, with the Mutagen hunters…

"You know I never really considered myself much of an animal person. Then again I never had the chance to figure that out either." Scarlet Spider looked over to where Spike was perched on his shoulder and held out a leaf to him, allowing him to chew on it as he patted his head "But now that I'm getting the chance, you actually are kind of endearing."

"Don't get used to it Reject." this was when Raph and Leo (the former now having his broken arm in a cast) made their way back over to him with a canister of Mutagen in hand "You're not gonna be keeping him any longer."

"Oh. That's a damn shame, me and the little guy here were kind of bonding."

"Yeah well that ain't gonna happen anymore, now give me Spike before I rip off that mask and shove it down your throat."

"I think we already established how well that would work out for the two of you, but a deal is a deal, so fork over the canister and he's yours." Scarlet Spider caught the canister being thrown at him, and he gently sat Spike on the ground "Pleasure doing business with the two of you. Thank you for your contribution to my father's cause. You can take your little turtle pal back home and go about your business."

"Which raises another question." Leo shot a hardened glare at Scarlet Spider "What exactly is the business your group is apart of?"

"Good question. Unfortunately for you guys, I'm not at liberty to answer it at the moment. All you do need to know is that you don't want to get in the way of it, for your own good." with that being said, he webbed a line and prepared to take his leave, but stopped and cast one more look over at the Turtles "And a piece of advice, you and the others try to stay out of trouble. My father and my employers are not known for being merciful. Bye-ee!" and so he gave a two-finger salute and swung away into the distance.

"Freak." Raph shot a scowl in the direction that Scarlet Spider left, but then his gaze immediately softened as he picked up Spike and held him close "You okay Spike? Sorry little buddy, I never meant for you to get into trouble."

"Somehow I don't think he's the one in trouble right now." Leo glanced in the direction Scarlet Spider left as his gaze hardened "Not with guys like him running around."

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A little while later, at the Lair…

"Hang on, are you guys actually serious about this?" Donnie and Mikey looked at Leo and Raph in a mix of shock and disbelief "You're telling us there's someone else with spider powers out there?"

"Believe me, we witnessed it first hand." Leo jerked a thumb over at where Raph's arm was stuck in a cast.

"Are you sure it wasn't Peter though?"

"To be completely honest, we're not. He had the same strength, speed and agility, and the webs looked exactly the same. Maybe it is Peter, just under some kind of mind control?"

"No way it's him." Mikey said firmly "I was there when he mutated, I saw him turn into that big Man-Spider thing."

"I don't know what to tell you, maybe that spider bite did something to his body to help turn him back?"

"That doesn't seem very likely, maybe someone just managed to replicate his powers and give them to someone else." Donnie frowned in thought "Either way, that might be a problem for us going forward. But if nothing else, at least we have our own secret weapon to even the odds a little bit."

"What do you mean?"

"A little something Splinter and I have been working on tonight, I was hoping I'd get the chance to show it to you guys." Donnie turned his head over towards the doors to his lab "Alright that's your cue, time to come on out!"

"What the shell are you talking about Donnie?"

"I think he means me." a webline shot out from within the lab, and then a new figure swung out onto the scene, clad in a white and pink spider suit with black leggins, blue foot soles and a white hood over her head "What do you guys think?"

'Wait a second, that voice… Gwen?"

There was a pause, and then the figure pulled down her hood and lifted up her mask, revealing the face of Gwen Stacy underneath "Hey guys, how's it going?"

"Okay, I think I speak for everyone when I say this: What?!"

"Turns out she got bitten by a spider like the one that gave Pete his powers, so I sent her over to talk with Splinter about it, and now we got this." Mikey gave a wide grin as he picked himself up his and leapt over to Gwen's side "Now we've got a new recruit of our own, so go on and give it up for Ghost Spider!"

"...Ghost Spider? Really?" Gwen shot him a raised eyebrow "Where did you get the idea for that from? It's not like I can turn invisible or anything."

"Yeah I know, but I figured you oughta go for some originality. So what do you guys think of her new thing?"

"...Wow." Leo shared a look with Raph and the others, and he only had this to say "Things just got a lot more complicated."

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Meanwhile, with the coming of age antagonist…

'I couldn't do it…' Harry lay on the couch in the living room of his family's penthouse, holding an ice pack to his black eye and staring up at the ceiling, musing over the night's events 'Liz was in trouble, those guys were chasing her, and I couldn't do anything… The only good thing in my life right now, and I was worthless… I couldn't help her… Dammit! If I had just… If only I were a little stronger, or something then… I have to change that… I can't let anything like that happen again… But what am I supposed to do?' his answer soom came in the form of his laptop beeping from where it sat on the coffee table in front of him, so he opened it up "Hello?"

"Hello Harry." came the voice from within the screen, accompanied by a very familiar image that left Harry frozen on the spot.

"D-Dad…? Is… Is that really you or… is this some kind of messed up dream?"

"You're not dreaming Harry, and I'm not gone. Not in the sense you're thinking of. There are things I have to do before I can return, but there are things I need you to do for me, in order to ensure that can happen."

"I… I can't." Harry looked at the image as tears of anger began brimming in his eyes "I can't do it. I'm not strong enough."

"What do you mean?"

"Dad, I'm not strong enough. I never have been. This girl I like, the only thing that makes my life actually meaningful right now, was in trouble tonight, a bunch of guys trying to take her, and I just got swatted aside like a fly! If I had just been stronger or something, I could've helped her tonight… and maybe I could've saved mom…"

"...Look at me Harry. Do you remember what I said to you about life?"

"That if I was going to get anywhere, I'd have to cowboy up and do what I had to do. But that doesn't mean anything if I'm too weak."

"I know… and I was weak at one point as well, until I made the choice to take control. I'm sure you remember that day I was attacked?"

"You mean… when the Vulture kidnapped you?"

"That's the day. I felt the same helplessness you did, and I despised it with every single fiber of my being. From that day on, I swore that I would never let myself feel helpless again, and so I had made my decision. I began using the Globulin Green on myself, and it allowed me to take control. Now the time has come for you to make that choice as well."

"But… how?"

"There's only one way you get stronger fast enough to make a difference. You've actually had a bit of experience with it already."

"I have?" Harry paused, and then the realization dawned on him "You mean… the Green? But that stuff… it did things to me. It did things to you too."

"I know. But in my time away, I've discovered the secret to perfecting it. Drinking full vials of the Green isn't the solution. The Green itself increased my strength, agility and intelligence… but with horrible side effects like blackouts and loss of control. But when it's taken in the form of small doses in gaseous form. Now I feel more like myself than I ever have before… and you can feel that way too. The time has come Harry, for you to be strong. If you're willing to take the chance, but that choice is yours. Until you make that decision, I leave you with this. Open Osborn 12/13 Omega." and then the video feed closed out without another word."

"Osborn 12/13 Omega? What the hell is-" Harry didn't get the chance to finish before that specific phrase caused a door to open up from within the wall, prompting him to slowly and cautiously make his way inside… where he found himself in a room with walls lined up with dozens of pumpkin bombs and razor bats, and at the end of the room was what appeared to be a glass chamber, with several green vials lined up next to it 'Some kind of gas chamber… and all of this Goblin gear… and that's the Green… This must be where he made it happen… and if what he said is true…' his musings were cut short by the sound of his phone ringing, and he pulled it out of his pocket "Liz?"

"Harry, hey. I just… wanted to check in with you after tonight. You did have a black eye."

"Forget about me, it's just a scratch. What about you?"

"I'm… I'm okay. I'm just trying to figure out this whole… you know, situation. It's a lot for me to deal with, and I'm just… not sure what to do."

"Given everything that happened, I can't say I blame you. But you don't have to worry, because whatever happens, I'm gonna stick with you on this." Harry reached down and picked up a vial of Green from next to the gas chamber "Those guys aren't gonna hurt you again… Not so long as I have a say in it."

A/N:

In addition to adding further developments to the plot, this chapter also provided me the chance to try out a little experiment. The thing with the Turtles is that, at least in this series, pretty much every episode has them doing missions together. If my memory serves correctly, and it should given that I'm rewatching the series as I write this story, there isn't a single episode where the Turtles split up and do their own thing, so I decided to have them do that for once.

In the first plot, Mikey ends up getting involved in some business featuring the other kind of mutants, which also shows him meeting another new hero, in this case none other than Wolverine, who also happens to be an old friend of Splinter, so expect a fair bit more of him this season. Also showing more of Liz's mutation surfacing and drawing some attention… and her connection with Harry furthering his own arc in this story.

In the second plot, Leo and Raph go on a routine search for another Mutagen canister, with Spike tagging along for plot reasons, and end up meeting another new figure, in the form of one Scarlet Spider. Expect to see more of him in the future.

The third and final plot, while not as significant in the grand scheme of this specific chapter, shows Gwen making her choice about what to do with her newly discovered powers, and getting a bit of guidance from Donnie and Splinter.

Like I said before, along with many other things, this chapter shows the official debut of Wolverine in this story, who happens to be an old friend of Splinter. Also just to avoid any confusion, his character here is based on the version from the X-Men Evolution series, as will be most of the X-Men based characters that appear in this story (Storm, Cyclops, Rogue, etc). As for the series itself, like with Daredevil, it's mostly canon, albeit it in a sort of AU, as in no Bayville (in here the institute is located in Westchester), Nick Fury looks the same as he usually does (dark skin and the goatee), and Captain America isn't in cryogenic stasis. Everything else is pretty much the same.