Author's Note: Happy Halloween, faithful readers. Here is the latest chapter of this fanfic and the last one for a while. Me and my collaborator, MajorBrony95, will be taking a break from our weekly updates here to focus on other Spider-Nick stories, most likely The Web Tech. But before I continue writing, I'll be taking November off of writing to recharge my batteries. I'll be back uploading again on December 1st.

For now, enjoy the holiday and the month. I'll see you all when I return. Any and all comments are welcome.


It started off as a normal day for April as she left her aunt's home for a walk through the city. She had no idea, however, that she was being followed. A figure hopped along the rooftops with their eyes fixed on April. Thankfully, her ninja training made her aware of her follower and walked ahead with hidden caution.

April was startled by a quick shadow and looked above, seeing a mysterious figure on the rooftop above her. Whatever it was, it wasn't human. April panicked and began to run. She ran as fast as she could around the block, but she could still hear the figure hopping along on the rooftops behind her, much like how the turtles did. Eventually, April found shelter in a bank, thinking her follower wouldn't dare to follow her inside in broad daylight. She caught her breath, then looked back out and got a good look at the creature that was following her. She could see it clear as day on a rooftop just above the street.

The creature had the size and shape of a human woman, but her whole body had fur that was white as snow. Her legs were also like that of a rabbit's. She had long, blonde hair with two bunny ears popping out of it. She also wore a long, blue jacket, a yellow one-piece leotard, and a red bowtie. She held up a pocketwatch and tapped her finger on it before hopping away.

Once April concluded it was safe again, she stepped out with a confused and startled expression on her face.

"My life has gotten really weird."


"Check it out, guys!" Donnie cried out as she and Spider-Man left his lab and ran out into the dojo where Leo and Raph were sparring. "We are about to take our ninjutsu to a whole new level!"

"Cool." Leo said before taking advantage of a distracted Raph by tripping him.

"Get this guys." Spider-Man said holding up a white ball in his hand. "Last night, Donnie and I figured out how to make… ninja smoke bombs!" He threw one on the ground and shot out a cloud of purple smoke. It quickly dissipated, and neither Spider-Man nor Donnie were where they stood before. They then reappeared in another purple smoke behind the surprised Leo and Donnie.

"Whoa." they both expressed.

"Now, to make them," Donnie started explaining, "We carefully drill two holes in an eggshell without cracking it, slowly blow out the contents, wait for the inside to dry, then pour in flash powder and seal both holes with wax."

"Blah, blah, science, blah." Raph mocked. "Do it again!"

"Easy, Raph." Spider-Man said. "These things take a while to make, and right now, we only have so many smoke bombs. So let's only use them for emergencies."

"I'm making breakfast!" Mikey's voice called out from outside of the dojo. "Who wants omelets?"

"Omelets?" Donnie asked before realizing what his brother was using. "MIKEY, DON'T…"

Too late. The entire lair was then filled with a brief cloud of purple smoke. When it faded, Mikey joined the others with a rough cough, a sooty face, and a bowl of broken smoke bombs in his hands.

"Uh, I think that was a rotten egg."

"Those aren't eggs, Mikey." Donnie said. "They're ninja smoke bombs. Spider-Man and I made them last night."

Mikey's eyes lit up and he displayed a huge smile. "Shut up!" He threw one of them on the ground and disappeared in the smoke before appearing on top of one of the tree branches. He kept disappearing and reappearing with them with each word spoken in between each smoke bomb. "This… is the best day… of my life!"

"Mikey, stop!" Donnie shouted, but Mikey dropped another smoke bomb anyway and reappeared behind him.

"I love you, man." Mikey said before kissing Donnie on the cheek. He then used a smoke bomb to appear next to Spider-Man. "And Spidey, thank you for…"

"Hold it!" Spider-Man interrupted. "If you kiss me, I will punch you."

"Guys! Guys!" April's frightened voice was heard just outside of the dojo. They all rushed out to comfort her on the living room couch. "You'll never believe what happened to me!"

"All right, April. Calm down." Donnie said. "Are you okay?"

"I am being hunted," April answered, "By a giant bunny!"

Everyone stared in silence before Raph broke it with laughter. Everyone stared judgingly at him. "I can't be the only one who finds that funny."

"It's not funny, Raph." Spider-Man answered. "So April, when you say 'a giant bunny' do you mean…"

"A mutant bunny woman who's been stalking me like crazy for probably ten minutes?" April asked. "Yes, I'm certain. She honestly looks like… like she just stepped out of 'Alice in Wonderland'!"

"This is serious." Mikey said preparing to throw another smoke bomb. "I'd better get Splinter."

"We don't need…" Leo started to say, but Mikey already threw it to the ground, creating another cloud of smoke. A tenth of a second later, the smoke cleared and Splinter appeared where Mikey had been standing before the orange bandana-wearing turtle poofed back in beside him with a big smile on his face.

"Michelangelo said you wanted to see me?"

Spider-Man stared in confusion. "How did he tell you so… You know what. Never mind. It sounds like we got another mutant on our hands. Some kind of rabbit woman."

"A… rabbit mutant?" Splinter asked quirking an eyebrow. "Now, I've heard everything."

"I was walking in the city when I noticed her following me." April explained. "I went into a building to hide myself and she just hopped away. I don't think she was eager to be seen in a public place since she stayed on the roof the whole time, but she was definitely after me. After the first time, I thought I was safe, but every time I went out, there she was! I had to hide in about six different buildings! I only managed to escape her by coming down here."

"Maybe she mistook you for a carrot." Raph laughed again, again getting judgmental looks. "Really? Just me?"

Splinter smacked his cane on the back of Raph's head. "Raphael! Clearly, April is upset."

"Yeah, dude, that's so insensitive." Mikey said. "Do you need a tissue, April?"

"I think I'm okay."

"I'll get you a tissue." Mikey said before disappearing in another smoke bomb. He reappeared a moment later with another smoke cloud. "We don't have any tissues. Can I make you some soup?"

"Mikey, cut it out!" Spider-Man said preventing Mikey from throwing any more bombs. "Don't worry, April. We won't let anything happen to you."

"Spidey's right." Leo said. "We're gonna set a rabbit trap and make sure she never bothers you again."

"Well, I know what we can use as bait." Donnie said.

"Carrots!" Mikey called out. "Rabbits eat carrots."

"I meant April."

Mikey, horrified, put himself between April and the others. "You're gonna let her eat April?! I thought you all liked you!"

"Yeah!" April agreed.

"Don't sweat it. We've got your back." Donnie assured.

"All right, mighty mutants. Let's do this." Leo said in an obvious attempt to sound cool.

"Mighty mutants?" Raph asked with a mocking smile. "What, 'dancing dorks' was already taken?"

Everyone was on their way out, but Splinter's voice made them stop.

"Wait! We do not yet know what you are facing. Perhaps you should study your enemy before confronting her."

"With all due respect, Sensei, it's a bunny." Leo pointed out. "You know? Long ears, fluffy tale? 'Eh, what's up, doc?'"

"What you know is dangerous to your enemy. What you think you know is dangerous to you." Splinter pointed out. "I fear you are all becoming overconfident."

"Sensei, in the past few months, we've taken down giant apes, sand monsters, alien robots, and an army of ninjas," Leo pointed out. "Maybe we're not overconfident. Maybe we're just that good." He proceeded to leave the lair with the others, leaving Splinter to grumble in worry. He then looked up to see Spider-Man still there looking at him.

"Don't worry. I'll keep an eye on them," Spider-Man assured before he left as well.

"Please do."


In Shredder's throne room, an angry Akita dog barked at Chris Bradford, who tried to approach him carefully and peacefully. Gargan and Xever watched nervously from behind as the dog's barking grew more aggressive.

"It's okay, Hachiko. I'm not gonna hurt you." Bradford tried to assure only to get bitten in the hand. "OW!"

"He is not pleased with you." Shredder said, catching the attention of his three lieutenants as he entered."Nor am I. I entrusted all three of you with the task of destroying Splinter, his loathsome turtles, and that meddling Spider-Man." He looked down at a kneeling Bradford with disappointment. "I spent years molding you in my image, teaching you my darkest secrets, and you shame me with your incompetence." Bradford looked down lowly.

Xever chuckled before the Shredder turned his attention over to him.

"You! I should have left you to rot in that prison where I found you." Shredder then turned to Gargan. "And you. I could have killed you the day we met. Instead, I took you in, let you become a member of my organization, and THIS is how you repay me? So much for the 'Scorpion'. You have been declawed by a mere spider. Perhaps your incompetence is the REAL reason you were discharged from your regiment." He walked past his shamed minions and sat on his throne.

"Spider-Man and the turtles have been lucky so far, but it won't last forever." Bradford said.

"And don't fergit, Master, our last failure wasn't even our fault." Gargan said. "That Schultz fella already told us one o' his minions helped the so-called heroes. Punished 'im raht in fronta ya too."

"The next time we see them, I promise you…" Xever started to say.

"ENOUGH!" Shredder shouted. "I am weary of your excuses. I will now Spider-Man and the turtles myself."


April paced back and forth in the middle of a seemingly-empty alleyway. She kept her eyes peeled to the night sky waiting for the rabbit woman to appear.

"Here I am, walking around in the BIG CITY! All alone!" April said overdramatically. "Oh, I sure hope no crazy mutant rabbit woman sneaks up on me! That would be the LAST thing I'd want!"

Spider-Man poked his head out from behind a dumpster. "April, what are you doing?"

"You wanted me to be bait. I'm bait."

"That's not how bait talks."

"How do you know how bait talks?"

"I know bait doesn't talk BACK."

That comment got a stern look from April causing the turtles to emerge from their hiding places. "Ooooooooh."

"Oh, no, you didn't!" Mikey said before going back into hiding with the others."

Spider-Man chuckled nervously. "Just act natural." He then went back into hiding.

April sighed before continuing to pace. "Here I am, acting natural. Just totally defenseless against any, I don't know, freaky mutant bunny girl who might happen upon me."

"Yeah, no offense to her, but I don't think she'd cut it in Broadway." Spider-Man thought to himself before his Spider-Senses tingled. He looked around and spotted a white figure hopping from the distant buildings very quickly.

The rabbit was here.

The rabbit woman made one last leap and aimed herself to land right in the alleyway where April was waiting, but all of a sudden, Spider-Man caught her by surprise with a kick to her face to knock her away. She landed on her feet and seemed prepared for a battle before Spider-Man shot a webline right at her. At first, it did nothing and she looked down confused, but when Spider-Man pressed a button on his web-shooters, a surge of electrical energy flowed down the line and zapped the rabbit, making her jump around until she collapsed with her fur smoking.

"Whoa, dude!" Mikey called out coming out with the others. "How'd you do that?"

"It's one of the upgrades Donnie and I made in the workshop." Spider-Man answered. "Taser webs. Did you think we were just working on pocket-sized smoke bombs? Looks like it works like a charm, D."

"Looks like." Donnie said giving Spider-Man a fist bump.

The rabbit groaned as she stood back up a little dizzily. Everyone faced her, ready for a fight as well, before she finally spoke in a strong English accent.

"If you wanted fried bunny, you could've asked, you know."

Her voice shocked the group, but they recovered quickly. "Hey, you were the one stalking our friend." Spider-Man said.

"Oh, so you bloody barbeque me." the rabbit girl said. "And for the record, I wasn't 'stalking' anyone."

"Oh, yeah. Nice try, rabbit girl." Leo said.

"Oi! I have a name!"

"Yeah, we just don't care what it is." Raph said.

"I call myself the White Rabbit."

"The White Rabbit?" Mikey asked dryly. "Seriously? That seems redundant."

"The fact that you used the word 'redundant' correctly scares me." Donnie said.

"If you weren't trying to stalk me," April said, "Then what were you doing?"

"I was bringing you a message, luv." White Rabbit said. "It's from your father."

April gasped. "My dad? How do you know him?"

"We were both 'guests' of the Kraang." the White Rabbit answered. "They poured some ooze on me and turned me into… this." She gestured to herself.

"Oh, that must have been horrible." April said sympathetically. "Being turned into a rabbit."

"Actually, I started out as a rabbit." the White Rabbit said. "Once I was able to talk, they performed tests on me to see how capable I was. Once I learned how to read, the Kraang gave me a book, 'Alice's Adventures in Wonderland'." She scoffed and crossed her arms. "Probably as some kind of nasty joke or something. Though I never would have thought those fools would have a sense of humor. Anyway, that's where I got my name."

"Still pretty lazy if you ask me." Mikey commented quietly before Raph conked him on the head.

"And that's where you got the accent too?" Donnie asked.

"Wot accent?" the White Rabbit asked.

The group stared at her awkwardly for a second.

"So you have a message from Mr. O'Neil?" Spider-Man asked.

"Certainly." the White Rabbit said pulling out a handheld device with a screen on it. She gave it to April, who saw her dad's face on it.

"Something terrible is about to happen. I don't know what, but it's extremely important that you get out of this city as soon as you can. Save yourself. Remember, I love you."

Once the message was over, April hugged the message like it was her dad himself. "I love you too, daddy."

"Do you have any idea what he's talking about?" Leo asked the White Rabbit.

"'Fraid not." the White Rabbit answered. "Mr. O'Neil helped me escape in exchange for delivering the message to 'is daughter. I don't know wot it is he learned though. But it's happin' soon." She pulled out her pocket watch and tapped it while addressing April. "And we CAN'T be late."

"You heard her, April." Donnie said. "We have got to get you out of the city."

"I'm not going anywhere! Not without my dad." April said determined.

"But you heard him." Spider-Man said. "Something terrible is gonna happen."

"Then we better hurry." Clearly, there was no talking April out of it.

"White Rabbit, can you take us where the Kraang are holding him?" Leo asked.

"Now, hold on!" the White Rabbit protested. "Have you lost your ruddy minds?! I just escaped from that freaky madhouse, and you want me to go BACK?! Give me one bloody good reason!" Spider-Man shot another webline at the ground in front of her and electrified it, no doubt threatening to tase her again. "Roit. I'll lead the way."

"Let's roll!" Mikey said before throwing down another smoke bomb.

As they disappeared, a team of Foot ninjas were seen on the rooftop overhearing every word. They retreated ready to deliver news of what they heard.


Bradford, Gargan and Xever stopped at a place in Chinatown where a chef would cook fish outdoors. Xever was eager to eat what was about to be made, but Bradford was just disgusted at the fish Xever chose and picked up from the tank, a large red Snakehead with big fangs and yellow eyes. Gargan, meanwhile, was staring at the crystalized scorpion pendant he wore around his neck.

"That's the ugliest thing I've ever seen." Bradford said before looking at Xever. "Present company excluded." As the hoodlum handed the red fish to the chef to prepare for them, they continued to converse. "So we have a problem."

"No. You and Gargan have a problem." Xever argued.

"Each of us already failed Master Shredder." Bradford said. "Can you live with that shame?"

Xever hissed angrily. "If I had the opportunity, I would crush the wall-crawler and his turtle amigos like bugs."

Gargan raised his head and looked over at his partners. "Why do we need to wait fer opportunity? We can easily make our own tonight."

"What are you saying?" Xever asked.

"Ah just got word 'bout where the spider and the turtles are gonna be." Gargan explained. "Ah say we meet 'em where they're headed an' catch 'em by surprise."

"Gargan, you're probably the only partner I respect," Bradford said ignoring a growl from Xever, "But going after the heroes without authorization from Master Shredder? You know what he's capable of, don't you?"

"All too well." Gargan answered lowly. "An' Ah also know what it takes to earn 'is respect. Did Ah ever tell y'all how Ah got into the Foot?"

The other two looked at each other. "No. I don't think you have." Bradford said curious.

"Well, Ah moved here from Texas with mah folks. After high school, Ah signed up fer the police academy. Ah worked hard ta keep folks Xever would prob'ly get on great with off the streets. Sure, Ah was a tad more rough with some o' 'em, but hey, you gotta be tough on crime these days. Still, Ah felt Ah had ta do more. So, Ah joined up with the army. Ah became pretty well-known fer mah ruthlessness on the battlefield, goin' through enemies as quickly as a desert scorpion, which is how Ah got mah call sign an' nickname. An' when they needed some help with tryin' ta git info from enemies… well, Ah wasn't opposed ta help soften 'em up a tad.

"Of course, somea the more 'bleedin' hearts' in mah regiment started takin' offense ta how Ah acted when doin' that. Plus, maybe Ah was a bit rough on somea the new recruits, but if ya cain't stand th' heat, get outta th' kitchen. Eventually, the arguments erupted inta a fight. And word got ta mah superiors about what was goin' on. They already had so many problems with soldiers lahk that. They didn't need 'nother. So, Ah was dishonorably discharged an' shipped back ta th' States.

"Ah thought Ah could jus' rejoin the police, but word had gotten ta the commissioner and there had also been an investigation while Ah was gone inta mah actions from before. They refused ta let meh back in. With alla that, even mah own parents weren't willin' ta help meh. Said Ah was a disgrace. Ah was a pariah with everyone. 'Cept fer mah granny. She still saw somethin' strong in meh. Even gave me this necklace, sayin' scorpions survive, no matter wut." He held up the jewel with the arthropod in it. "Wore it ever since."

"So, how did you come to meet Shedder?" Bradford asked as the group were handed their food by the chef.

"Well, in order to pay the bills, Ah decided ta put mah old police skills ta work as a private investigator. Ah was mah own boss, and Ah answered to no one, but me. It seemed like a good gig," Gargan said, taking a bite of fish. "Then, one day, one of mah cases led me to a secret Foot Clan induction ceremony. It was unlike anything Ah'd ever seen in mah life. When Ah was spotted, Ah ran as fast as a jackrabbit, knowin' those folks would likely kill me. Weren't long 'fore Ah was cornered an' surrounded, though. Fortunately, Ah was an expert combatant from my days as a soldier, so Ah easily took down one ninja after another. It was a breeze… until the boss himself joined in."

"The Shredder." Xever said.

Gargan nodded. "He was unlike any o' the others Ah fought. He was so fast. So formidable. Ah couldn't even touch 'im. He woulda killed me raht then and there, lemme tell ya. But he was impressed that someone as lowly as me could defeat so many ninja, and that Ah could find a location kept so secret. He figgered Ah could be useful on his side an' offered me a place in the Foot. With the choices of that or death, Ah picked the one where Ah could live. Ah quickly worked mah way up until Ah was considered one o' the best. Th' Scorpion was a force ta be reckoned with."

"Until now." Xever said throwing way the plate with food was on. "This is all interesting, but what IS your point with this whole story, Gargan?"

"The point is," Gargan said, gripping his good-luck charm tightly, "Ah know wut it is ta invoke Master Shredder's wrath. An' Ah know wut it is ta earn his respect. So fer now, Ah say we earn 'is respect by bringin' 'im Spider-Man and the turtles on a platter. Y'all in?"

Bradford and Xever looked at each other. They didn't say anything, but they smiled and nodded their heads before turning to their partner. Again, they nodded their heads and Gargan smirked. Just like that, they were all ready to go on their hero hunt.


The White Rabbit left as soon as she brought Spider-Man, the turtles, and April to the rooftop of where she said the Kraang are stationed at, though she did wish them luck before hopping away across the rooftops. It was cleverly hidden, but Donnie was able to locate an entrance by opening up a roof turbine. They looked in and saw the interior of a Kraang hallway.

"Piece of cake." Donnie said.

"Let's do this." April said before Leo kept her from moving.

"We need you to wait here, April."

"Are you crazy? My dad's in there!"

"Along with who know how many Kraang." Spider-Man said. "I know you've been training under Splinter lately, but a couple of weeks isn't enough to ready you for a full attack on the Kraang. They hit hard."

"I can't just do nothing." April said.

"You won't be doing nothing." Spider-Man said. "Just keep the rooftop clear until I zip us out once we escape."

April rolled her eyes before they proceeded to jump into the Kraang base.

Most of the heroes dropped in fine until Mikey fumbled the landing, getting the attention of a Kraangdroid. Thankfully, before it could shoot him, Raph dropped in on it and incapacitated it with his sai. After that, they sneaked along the hallways until they spotted two Kraang opening a door. Raph bashed the two Kraangdroid's heads, getting the attention of another one, one that was already standing inside at what appeared to be an alien computer.

"Hi. Is this tech support? I forgot my password!" Spider-Man quipped before shooting a webline at the last Kraang. He then blasted it with his taser web making it spasm and collapse. "Heh. I could get used to this."

"Donnie, hack into the system and see what you can find out about the Kraangs' plot." Leo instructed. "Raph and Spider, you're with me. Mikey, stay with Donnie."

"Why do I always get stuck with Mikey?" Donnie asked.

"Hey." Mikey said offended by what he heard.

"I don't want him." Leo said. "And I'm in charge."

"Hey!"

"Then make Raph take him." Donnie argued.

"Over my dead body." Raph said.

"Guys, Mikey's right here, you know." Spider-Man said. "Look, Mikey, just come with me."

"Thank you." Mikey said before glaring at his brothers. "At least SOMEBODY wants me. I'll meet you outside, Spider-Bro." He threw a smoke bomb down and disappeared.

"You're actually volunteering to be with Mikey?" Donnie asked.

"Would you rather have Mr. Too-Curious play around with this computer you're supposed to hack?" Spider-Man asked dryly.

"…Good point." Donnie said.

While Donnie began working on the computer, the others kept going stealthily through the hallways until they found Kirby O'Neil. He was trapped in a Kraang cell, looking miserable.

"Mr. O'Neil," Spider-Man called to him through the window. Kirby perked up and looked at the hero peeking at him.

"Spider-Man?" he asked. "Is it really you? Are those turtles who helped before here? And more importantly, is my daughter okay?"

"Somewhat." Spider-Man answered. "April's right outside."

"You mean she's still in the city?" Kirby asked before sighing. "That girl is stubborn."

"Yeah, we noticed." Leo said. He knelt down to the electronic lock and opened it up to attempt to hack into it.

"While Leo takes forever to pick that lock," Raph started to say, "Maybe you can tell us what the heck's the deal with the Kraang."

"They're aliens from another dimension." Kirby explained. "When they came here, they brought the mutagen with them."

"Why?" Spider-Man asked. "What's the point of turning people into monsters?"

"Even cool ones." Mikey said.

"The mutagen doesn't work the way they thought it would. Apparently, the physical laws of their universe are different from ours."

"So they're grabbing scientists to help them modify the ooze." Leo realized.

"Wow, you figured it out!" Raph mocked. "How's that lock coming?"

Leo scowled before continuing to pick the lock. "So what do they want the ooze to do?"

"I wish I knew." Kirby sighed.

"Do you know anything about them having any help of some kind?" Spider-Man asked. "We learned that the Kraang are getting help from someone in the money and keeping hidden departments. We think they might be human."

"And they don't sound very nice." Mikey said.

"That's news to me," Kirby said, shocked. "I can't imagine any sensible human willingly working with the Kraang. They don't care for human or even animal life in the slightest. My old prison mate, the White Rabbit, was proof of the latter. But I do know this: the Kraang have been talking about something that came to light. Something that they believe is the key to helping them perfect the ooze."

"What's that?" Spider-Man asked.

"All I know is that it involves an incident that happened nine years ago. From what I heard, someone found the perfect system for the mutagen, but there was a security breach. The data for that system was lost forever and the people who were behind it died. However, something happened recently that made the Kraang decide to investigate the incident further."

"What happened recently?" Raph asked. "And what happened nine years ago?"

"Again, I don't know. That's all I could pick up all this time. Though… it's strange and I'm sure I misheard, but one time, I could have sworn I heard the name…"

"Leo, Raph, Spider-Man, Mikey!" Donnie ran down the hallway getting everyone's attention. "They've planted a mutagen bomb downtown! They're gonna use it to disperse ooze over half the city!"

"That's bad." Spider-Man said.

"Okay, we have to disarm that bomb." Leo said. "If I could just get this stupid door open…"

"Have you tried this?" Mikey asked pointing at a button on the wall, which he then pushed without hesitation.

"NO!" everyone yelled.

It was too late. The alarm rang across the halls and the lights flashed pink. Mikey laughed nervously at his error.

"And that's why no one wants to be with you!" Raph shouted.

"Got it." Leo said finishing the touches on the lock. The door opened allowing Kirby to walk out.

"Let's get going, guys." Spider-Man said seeing a team of armed Kraang running toward them. "I'm getting the strange feeling we're not welcome here."

The heroes avoided the Kraang's blaster fire as they ran down the hallway until they returned to the area they started from, a place with a lot of crates.

"April, we're out!" Spider-Man called out. "Is it all clear up there?"

"Yes!" April said before smiling as she saw Kirby. "Dad!"

"April!" Kirby returned.

Spider-Man shot a long rope made of web that reached out through the hole leading outside. He climbed up the webline first while the others fought against the Kraang to cover him. One of the Kraang dropped their blaster, and Kirby picked it up to shoot back at the aliens.

"Mr. O'Neil, what are you doing?" Leo asked.

"Save my daughter!" Kirby said. "Save the city!"

"Daddy, no!" April cried out. Kirby didn't listen though. He just pressed on to fire on more Kraangdroids that moved in. The turtles ran to the ropes and started to climb up, but they looked back and saw the Kraang starting to get the advantage over Kirby.

"We can't leave him here!" Donnie said.

"We don't have a choice!" Leo replied.

The turtles quickly climbed up the web rope and joined Spider-Man and April on the roof. By the time they got up, though, the Kraang managed to subdue Kirby and take him away.

"No!" April yelled despairingly. She then whimpered as she embraced her friends.

"We'll get him back, April." Spider-Man assured. "I promise."

"We gotta go." Leo said as he and the others left to disarm the mutagen bomb.


The Kraang set up their massive mutagen-filled bomb at the very top of the Wolf Hotel, one of the tallest buildings in the city. A few of them were stationed to guard it while one of them prepared for its detonation on a computer. The silence of the night was broken when one of them spoke.

"Kraang, in how many time units known as minutes will the device containing the mutagen that will be spread over the place known as New York be detonated?"

"Five."

"Five minutes, you say!" Spider-Man's voice called out getting the attention of the Kraang. They all looked up and saw the wall-crawler on top of the hotel sign. "That's good, because we only need half of one to beat you!"

The Kraang aimed their guns, but the turtles appeared from their hiding places with bows and arrows aimed right for them. They all launched their arrows that took down each of their targets in one blow, exploding their heads with tiny bombs at the end. The last one was handled by Spider-Man, who kicked him off the roof. Spider-Man then launched a webline to catch the Kraangdroid and hang him on a flagpole hanging him twenty stories from the ground.

"Now, I know you can pop out of your suit to get free," Spider-Man said, "But I wouldn't recommend it."

Spider-Man returned to the roof to find Donnie opening a panel to the inner workings of the bomb. When the genius turtle looked inside, though, he looked worried.

"Uh, oh."

'Uh, oh?" Leo asked. "Donnie, you said you knew how to do this."

"I didn't count on a design this complex, Leo." Donnie said.

Spider-Man looked in and shared Donnie's concern. "Yeah. It looks like something they found on the ship at Roswell. Which, I guess, wouldn't be too off-based for the Kraang."

"They're aliens from another dimension!" Leo said. "What did you expect? A big, round ball with a lit fuse that said bomb?"

"No, but this…"

"Boy, I sure hope this argument goes on for another four minutes and fifteen seconds!" Raph interrupted.

Donnie whimpered nervously as he carefully observed the inner mechanism of the bomb. He sweated frantically bringing his hands closer slowly.

"Careful." Leo said before getting an angry glare from Donnie.

"Watch out for those wires." Raph said.

"You guys are not helping." Donnie said.

"What if we just push this button?" Mikey asked before he got his hand crushed by Raph.

"Don't you think you've pushed enough buttons tonight?"

Donnie kept on studying the bomb still trying to figure it out.

"Donnie, you're gonna have to speed this up." Leo said impatiently.

"I CANNOT WORK WITH ALL THIS PRESSURE!" Donnie yelled.

All of a sudden, Spider-Man's senses tingled making him turn his head. He stared in worry. "Um, that might be a problem."

The turtles turned to see what he was seeing: Bradford, Xever, and Gargan looking down at them from the back of the hotel sign. Donnie immediately went back to work on the bomb while Spider-Man, Leo, Raph, and Mikey charged at them ready to fight.

Mikey tried to make the first shot, but Xever picked him up and slammed him back down before engaging Leo.

"You guys picked a really bad time for this!" Leo said.

"Oh, sorry for the inconvenience." Xever said. "When would you prefer to breathe your last breath?"

"If that thing goes off, it'll wipe us all out." Leo said.

"I'd rather perish with honor than live in shame!" Bradford growled.

"You already live in shame!" Spider-Man said. "I mean, look at you. You already look like a low-rent Chuck Norris!"

Bradford gritted her teeth angrily before launching a kick at Spider-Man, but the wall-crawler jumped to avoid his attack and jump over to the ramp on the back of the hotel sign. Gargan jumped up to confront him there.

"Will you hurry up and defuse the bomb?" Raph shouted. "We're dealing with a bunch of nutjobs here!"

"BE QUIET!" Donnie shouted.

"Time fer some deep-fried spider!" Gargan cried out before pulling out his daggers.

He rushed at Spider-Man to try and slice him, but he blocked all attempts and retaliated with a kick to Gargan's chest. His foot caught the string on Gargan's necklace which snapped off his neck. Gargan gasped as he watched his encased scorpion hit the ground and the jewel shatter to pieces.

"NO!" Gargan yelled. He jumped down and picked up the remains of his pendant, including the dead scorpion that was inside. He clutched it in his palm before looking up at Spider-Man furiously. "Do you have any idea whut you've done?!"

"Uh… I have a quip in mind to answer that question, but I don't think you're in the mood for it." Spider-Man said surprised at how angry Gargan was.

Gargan snarled and leapt back up, quickly grabbing Spider-Man by the front of his costume and slamming him to the sign. He punched him in the face three times before striking his knee into his gut. The Scorpion then threw him off the sign and back down to the rooftop before he jumped at him, ready to finish Spider-Man with his daggers. Thankfully, Spider-Man rolled out of the way and returned with a spinning kick to his face.

"Down to two wires." Donnie said aloud. "Now, which to I cut? Black or green?"

"Go for the green!" Mikey advised before getting punched by Bradford.

Donnie was still unsure of which wire to cut. He was then pressured even more as the bomb began to beep even more urgently. He was anxious until…

"Eh, why not?" Donnie proceeded to cut the green wire. He mostly expected an explosion, but much to his delight, nothing happened. The bomb was finally shut down! He then turned to the others with an ecstatic smile. "Guys! Guys! Mikey was RIGHT about something!"

"Once in a blue moon, I suppose!" Spider-Man said during his fight against Gargan.

His fight led himself and Scorpion to the ramp halfway up the mutagen bomb. It looked like Gargan was getting the upper hand, but once he found himself in a certain position, he realized that Bradford and Xever thought the same way. They all stopped fighting when they realized that the three of them were back-to-back while their enemies surrounded them, Gargan attempting to keep his balance as Spider-Man clung to the bomb's surface and stared from above. The Foot were cornered and moments away from losing the fight.

"You are worthy adversaries, but the fight is ours." Leo said. "Lay down your weapons."

"Never!" Xever yelled out.

"Buddy, I know you're crazy, but you can't be stupid." Spider-Man said. "Wait, maybe you CAN be stupid too. Just surrender."

"Not on yer lives." Gargan growled.

"If I'm going down," Bradford said, pointing his sword at the glass of mutagen right next to him and his partners, "I'm taking you with me!" He proceeded to stab right through the glass that showed the glowing blue mutagen inside.

"NO!" Donnie and Spider-Man warned as the latter leapt off the bomb to safety behind Donnie and Raph, but it was too late.

The glass shattered, and the ooze blasted out, shooting a screaming Bradford, Xever and Gargan off the ramp. They disappeared once the ooze fell through the hotel's gutters. The bomb then powered down, leaving Spider-Man and the turtles to stand triumphantly.

"Huh. Guess they can be crazy AND stupid after all." Spider-Man said.

"So to sum up, we kicked the butts of the Kraang and Shredder's top henchmen while defusing a bomb and saving the city." Leo summarized proudly.

"Yeah, we're not overconfident." Raph said.

"We're just that good." Leo said.

"I gotta admit, this was probably our biggest success yet." Spider-Man said. "Too bad no one will know what happened."

"We know, and that's all that matters." Donnie said.

The heroes all cheered as they began to leave the rooftop. They felt like they were on top of the world.

That all changed instantly once Spider-Man felt his senses buzz harder than they ever had before. He and the others stopped as they heard a deep, menacing voice echo in the night.

"Your skills are impressive." The heroes turned and stared fearfully at the Shredder, who stood on top of the mutagen bomb before landing back down to face them. "But they will not save you."

"Oh, man." Donnie said fearfully. "Do you think that's… the Shredder?"

"Well, it's definitely A shredder." Raph said.

"I don't know, but my Spider-Senses are vibrating like CRAZY here." Spider-Man said in the same fearful tone.

The Shredder stared at Spider-Man and the turtles observing them carefully. "There is undoubtedly a fascinating story in how my old nemesis came to teach ninjutsu to four mutant turtles and a costumed superhero. Perhaps I will let one of you live long enough to tell it."

"You're gonna have to catch us first!" Leo yelled. "Mikey!"

Mikey smiled holding up a smoke bomb. "So long, sucka!" He threw it down as hard as he could, but there was no smoke cloud. It turned out to be just an ordinary egg. He had already wasted all the smoke bombs they had in stock

"Well, that's frustrating for all sorts of reasons." Spider-Man commented.

"Yeah, that one's on me." Mikey agreed.

The Shredder released blades from his gauntlets before charging ahead at the heroes. Raph engaged him first and crossed blades with him, but the Shredder quickly hit him with a kick that sent him crashing to the hotel sign electrocuting him on impact.

"Raph!" Leo cried.

The Shredder then jumped into the air, intending on crushing Spider-Man, but his Spider-Senses warned him and he dodged out of the way in the nick of time. Leo attacked the Shredder next, but his enemy dodged all the blows before knocking Leo down and kicking him across the roof. Like Raph, Leo was unresponsive.

"Leo!" Donnie cried, running to check on him before charging at Shredder. He swung his staff at him, but he jumped to dodge. He then took the staff and hit Donnie's face with it twice before launching his elbow hard at him and sending him flying.

Mikey and Spider-Man stood on opposite sides of the Shredder. Mikey threw his chain to wrap around one of the Shredder's arms while Spider-Man shot his web to wrap around the other. The Shredder didn't let that stop him though. With little effort, he pulled on his bonds causing Spider-Man and Mikey to crash right into each other.

Spider-Man groaned as he saw the Shredder standing over him. "Okay, so you can fight like a master and you can look intimidating while doing it… but can you surrender quietly? Hmm?" The Shredder glared before pulling out his blade again.

"I don't think he's willing, dude." Mikey whimpered.

The Shredder then heard the sound of metal scraping, causing him to turn around. He was too late though. Leo had already recovered and struck his armor with his swords causing him to grunt. Donnie dived down from above and struck his head with his staff. Despite landing the blows, the Shredder recovered and continued to clash with Leo until Donnie tried another staff strike. However, his signature weapon snapped on impact, and the Shredder grabbed his head before throwing him at Leo.

A newly recovered Raph then managed to drop down on the Shredder and punch him before he was thrown off. He was about to deliver a fatal blow to Raph, but Spider-Man wrapped his webs around his arm again and pulled him over the sign causing the Shredder to be yanked up. He stopped halfway up the air hearing a crack in his shoulder. The Shredder yelled in pain.

"If I were you, bucket-head, I'd see a doctor about that!" Spider-Man yelled.

The Shredder decided to make his own escape. He slashed at the sign that held him up causing it to fall over. Spider-Man looked up and saw it dropping down on him. He tried to dodge, but he wasn't quick enough. The sign fell right on top of him causing the turtles to worry.

"SPIDEY!" They rushed over to the sign and pulled it up helping Spider-Man get out from under it while the Shredder recovered and snapped his arm back into place.

While Spider-Man laid on the ground, still feeling the effects of the crushing sign, he watched as the turtles all rushed at Shredder at the same time. He was horrified when he saw that they were no match for the man. Not even close. He moved too fast for anyone to comprehend what he was capable of. They all ended up on the ground beaten and bruised all over their bodies.

Spider-Man groaned as he tried to stand back up. "I… gotta… help them. But how…" He looked ahead to observe he Shredder. "Wait. His suit's made of metal. So maybe…"

He raised his hand and carefully aimed his web-shooter right at the Shredder. He waited for him to be still before pressing the trigger. His webline shot out and managed to attach itself at the center of the Shredder's chestplate. The Shredder looked down confused.

"One deep fried madman, coming up!" Spider-Man shouted before activating his taser feature. Shredder's eyes widened as the electric flow coursed right through the webline and connected to him. The metal armor caused an even greater reaction and he howled in pain. Once the electrocution was over, the Shredder fell face-down, allowing Spider-Man to stand up shakily. His costume and mask were quite torn up and a lense was even cracked, but he managed to rise, breathing heavily. "Man… Wish I had… thought of that… at the beginning."

He was about to move to check on the guys when something happened much to his horror. He looked on as the Shredder pushed himself back up, forcing himself back to his feet. He faced Spider-Man with a murderous stare.

"That… was very… unpleasant."

"Oh, crud." Spider-Man whimpered, now realizing he had only succeeded in making Shredder royally P.O.d.

This time, it was Spider-Man's turn for a pummeling. While the turtles were laying on the ground, the Shredder struck Spider-Man many times with hard and hurtful blows. The Web-Slinger had no chance to even defend himself. He just stood there, taking every attack until Shredder slashed his blades one last time across Spider-Man's side.

Spider-Man screamed in pain as he felt blood begin to leak out. He clutched his side before he ended up at a wall where the Shredder pinned him, trapping his neck between two of his gauntlet spikes.

"I admit, out of all of these fools, you are perhaps the most formidable. Your strength, speed, stamina. Your abilities. Even your use of your mind and weapons to incapacitate me if briefly. Perhaps your master truly DID see something worthy in you, boy. But that matters not." Shredder slowly unsheathed a long single blade that stopped inches from Spider-Man's face. "Tell me where Splinter is, and I promise your demise will be swift!"

Spider-Man was speechless. He couldn't quip or crack a joke or even seriously refuse the Shredder's threat. He just stood helplessly as the Shredder had his blade to his throat.

Suddenly, luck came through. The Shredder heard the sound of ragged breathing and turned around to discover the source. He watched in horror as three giant creatures climbed up the side of the hotel covered with mutagen.

One of the creatures was a giant, red fish who was gasping for air. He reached out to Shredder and spoke weakly in a Spanish accent. "Help… me."

Another was an overly large dog monster with rocky spikes coming out of his shoulders. One of his hands was much larger than the other, and he wore a pair of torn, red pants. He groaned and reached for the Shredder.

The last creature was just as big as the dog mutant. It was a gigantic arthropod with a dark-green shell covering his entire body. He had huge pincers over his mouth and his long, pointed tail indicated that it was a scorpion mutant. His left hand had fingers like a man, but the right was a large claw that he also raised to Shredder while speaking in a gravely Southern accent. "Wut's… happenin'... ta us?"

"What is this?" Shredder asked in surprise while Spider-Man and the turtles took the opportunity to escape. The master of the Foot took a good look at the mutants and realized who they were. "Xever? Bradford? Gargan?"

The Shredder then looked back to where he had last seen his enemies. Much to his frustration, they were nowhere to be seen anymore. They were already gone. Though he was the clear winner of the fight, he had failed to finish them off or find Splinter, which made him yell out in frustration and fury.

"NOOOOOOOO!"


Spider-Man and the badly bruised and battered turtles sat in the Lair, feeling bitter about their near-death experience. Splinter and April were there to sympathize with them, but they weren't feeling happy at all. They were all sad and frustrated from what had happened, April especially due to the fact that she had also lost her father again. Spider-Man, however, was just sitting on the couch, motionless. Like the others, he was covered in bruises and cuts. His shirt was currently off, showing off his tightly bandaged side, though he still had on his mask with the cracked lens.

"You were all very lucky." Splinter said.

"Well, I think we define that word differently, Sensei." Raph grumbled bitterly.

"Few have ever faced the Shredder and survived." Splinter stated.

"He was just so fast." Mikey said.

"It was like he was everywhere at once." Donnie whispered.

"You were right about us being overconfident, Sensei." Leo said. "There are somethings we're just not ready for."

"I can… I can… I can attest to that," Spider-Man said before he clutched his shoulders and began breathing rapidly, sounding short of breath.

Leo looked at Spider-Man with concern. "Spider-Man? Are you okay?"

"I… I can't…" Spider-Man said with his chest pumping and his breathing being taken heavily. He couldn't help it. Each time even blinked, he kept seeing Shredder, slashing his blades. Felt Shredder kick and punch with the power of being hit by a bus. Saw the single blade inch closer towards his face…

Donnie quickly stood up along with the others and raced over to Spider-Man. He carefully observed Spider-Man and gasped quietly. "Oh, no. I think he may be having a panic attack!" He turned to Spider-Man. "It's okay. You're back in the Lair."

"Spidey." Mikey said trying to calm him down.

"Easy, man." Raph said, surprisingly in a calming voice.

"How can we help?" Leo asked worryingly.

"I… I…" Spider-Man stammered before, without thinking, he grabbed the back of his mask and forcefully pulled it clean off his head. He was finally able to breathe better. He then closed his eyes (one of which was blackened) and took deeper breaths that began slowing as he ran his hands slowly through his brown hair; a calming technique Aunt May used to do and had taught him a while back. However, he then realized what he was doing and then opened his eyes wide and looked around him.

"Oh boy." he muttered as he saw the group gape at him. For the first time since they'd known each other, the turtles and April were seeing his face for the first time. The only one who wasn't shocked was Splinter, though he did seem a bit surprised and concerned.

"Whoa." Leo whispered.

"I thought he'd be uglier." Raph stated.

"I thought he'd be blonde." Mikey piped up making Donnie smack him upside the head.

April then looked past the bruises on his face and gasped loudly. "Wait a minute… Peter?! Is… is that YOU?!"

"Hey, April." Peter murmured.

"You know him?" Raph asked.

"Yes! This is Peter Parker! He's my classmate at school! And I've known him since we were kids!" April cried, getting up and standing over him, a look of many emotions—fury, shock, horror, fear, realization—flashing across her face. "I cannot believe this! You've been Spider-Man the whole time?! All those times you were never able to do stuff with me, Harry and Debra! All those excuses! THIS was what you were doing?! How did this happen?! Why did you keep this from…"

Peter held up a hand. "April… It's obvious you have a million questions right now," he said steadily, "Nut after what happened tonight, can we please hold off on all of them? I swear I will try to answer them all as best I can, but right now ISN'T a good time. Okay?" April didn't look happy at that, but after a second of glaring, her face softened and she nodded. "Besides, if we're going to go forward, there can't be any more secrets with each other." He held out a hand and smiled weakly. "Hey. I'm Peter Parker. A kid from Queens and the one and only Spider-Man."

The turtles stared at him for a second before Leo smiled as well and shook his hand. "Nice to meet you, Peter." The rest of the turtles did the same.

"Peter is correct, you know," Splinter said gravely, walking down the steps to stand in front of them all. "Our secrets no longer matter. It is clear now that the Shredder is a problem that will not go away. So prepare yourselves, everyone. Because as of this moment… we are at war."