Along Came Some Turtles

by The Legendary Dragon Reaper

Peter's life is again falling apart at the seems, but meeting some new friends, who just so happen to be mutant turtles armed with ninja weapons, might just be what he needs to turn things around. And a good thing given the new threats that are lurking in the shadows. Crossover/ continuation of Spectacular Spiderman with TMNT 2012. Support my Patreon. /TheLegendaryDragon Reaper.

50. The Invasion

(The Invasion)

(For the record, I don't write responses to interviews that are just you guys replying to each other)

Spectacular Webhead 11: Thanks, I'm glad to see you liked it, and there's more to come.

Gamelover41592: Thanks, I'm glad to see you liked it. And just wait, the insanity is only just getting started.

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

Musiclover64: At the moment, X23 falls into the category of a definite maybe. But I've made it very clear early on that Gwen would NOT be dying in this story. Karai and Leo won't be in a relationship either in this fic, considering in this one they're pretty much siblings. As for what else I have planned for the invasion, you'll see soon enough.

Godzillaboy2021: Yeah, and the sad part is it wouldn't be the first time Spider-Man ended up giving the Goblin what he wanted by taking out Doc Ock's group. Not to mention it gave him the chance to take the Avengers out of the picture, at least for the time being. But don't think that getting them back is going to be as easy as you like to believe. And yes, our heroes are in for the fight of their lives.

The Mandalorian terminator: Thanks, it means a lot to reach this point, and I'm glad to see you liked the chapter. It took me awhile to grasp, but these two worlds really do blend together so well when you think about it.

TheIrishman1999: Yeah, truth be told I did take a sizable amount of inspiration from the second season finale of Amphibia. But honestly, given everything he's done here, Eddie really did bring it on himself. As for what else I have planned for the Invasion itself, you'll see when the time comes. Which is now actually. And yeah, brief as it might have been, Goblin King and Shredder finally came face to face. As for our heroes, believe me when I say that things will only get that much worse before they get better. But yeah, I think you pretty much covered everything we have coming. Aside from the stuff I don't plan to spoil. As for who leaves the city after the invasion, you'll see when the time comes.

22jward: Wish granted.

Matt: 1. I never said that Irma wasn't going to be Kraang Subprime in disguise, so you probably are thinking of a different story. 2. When I do get to Buried Secrets, I've got a few ideas for how to make that work out, but I'll try and streamline it, don't worry.

NERDY JETFIRE: Thanks, I'm glad to see you liked it and caught the jokes, and a happy Thanksgiving to you too. As far as I'm aware, Spectacular Spider-Man was never officially confirmed as being in the same universe as Earth's Mightiest Heroes. And nice job catching the reference with Scorponok. Also I do have a few ideas for some of the X-Men to appear, but not all of them, at least not right now. And personally I actually like the name Anti-Venom, so I think I'll stick with it. Don't worry about the meme, it's fine. For the record that's actually not a bad idea, I'll keep it in mind for the future.

Lyoko2003: It's fine, I get it. People tend to get… really overzealous when it comes to the ships they like. And nice list of couples, Luz and Amity at the top without a doubt, but I've got another pairing in mind for Karai, and you'll see what it is when the time comes. Thank you for being so understanding about it. I wouldn't really say they were trivial, but I do have ideas for what they can do when the time comes. As far as Leo goes, I've been exploring love interest ideas for both him and Mikey. I just haven't settled on anything yet, be it from TMNT… or potential Marvel girls for them. I won't be including Leo and Sif as a pairing myself, but that does sound fairly interesting. I'll have to check out that story.

Polly: Thanks, and a happy Thanksgiving to you too. Personally I don't mind when they say my name, it doesn't really make a difference to me.

BlackCobra1607: Definitely something that occurred to me, but we have to wait for the moment when the Avengers are brought back before that can happen. And we've got a little while before that can happen. And Shredder is a dangerous assassin by nature, so you can be sure he won't go down without one hell of a fight. I actually haven't watched Samurai Jack, but I've heard a lot about it, and Ashi does seem to have some similarities with Karai. I'll be sure to keep your ideas in mind, but I won't make any promises.

Angel2023: Truth be told it only became a prologue because that chapter itself was getting so long, and I didn't want to risk losing people. Frankly I couldn't see the invasion going off as it needs to with the Avengers around, so I had to find a way to take them out of the picture, but there are heroes left willing to take up the fight. Though I did establish in a previous chapter, Dr Strange won't be around to help. As for the others, we'll have to wait and see. Also I appreciate the input for your idea, but I'm pretty much done with adapting the Clone Saga. As of now, Ben Reiley/Scarlet Spider is the only Spider-Man clone and it's gonna stay that way. Regarding your idea for Gwen having her own spider armor and Ionic spider webs (weaken highly resistant metal and work to corrode it, sort of an acidic web), it's a good one. I may need to refresh myself on what the Velocity Suit is. Your ideas for reimagining the suits are pretty good too (new Iron Spider armor, Leo redesigning Ronin suit), and I may keep it in mind going forward. The same with meeting the characters from Fake Red. I checked out that manga and it was an awesome read. Though I will say Mikey probably doesn't need a rocket-powered skateboard, given that he has the Stealth Bike here. I might introduce lower-tier villains after the invasion (Screwball, Boomerang, maybe others), and I do plan to show factions like the Maggia and Inner Demons when the time is right. I also plan to introduce Yuri Watanabe proper, though she made one appearance in a chapter in the first season. Also in regards to Calypso, I haven't forgotten about her so much as haven't had any ideas for her, but I'm open to suggestions.

Shakespeare RZA: I checked out that song you mentioned, it's a pretty good one. I'll keep it in mind going forward.

5FingerDeathFist: That's a pretty good speech, I'll try to find a way to incorporate in the near future. The same with that quote about suffering being owed. Also I am most definitely taking A LOT of inspiration from the Spider-Man game, as you'll see much more of in the near future.

GTA Godfather: I don't have any plans for Fisk to appear at the moment, but I'm not going to rule it out either. We'll just have to wait and see how the story unfolds.

Frosty Wolf: Well truth be told, I had some good sources of inspiration to look at. But yeah, graduation is bittersweet at best, since it means saying goodbye to a lot of people you've known for a long time. It really is shocking how easy it can be in life to part ways with people forever. But at the same time, when you find people you want to keep around, you should do something about it. Anyway yeah, the Peter Tingle is funny but not a fitting name, though I don't condone the idea of smacking May upside the head, any version of her. And even Casey has yo have a good point here and there, if the law of averages is anything to go by. As far as his plans for after high school go, I've got a few ideas for him. The Sinister Seven's rule ended almost as soon as it began, not that they really stood a chance to begin with in the face of the Foot Clan, the Kraang and the Goblin Nation. Speaking of which, Norman taking the Avengers out of the picture was a huge win for him, and the actual invasion hasn't even started yet. As for SHIELD, you'll have to wait and see.

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The sun was shining over the skies above New York City, though it was quickly being obstructed by a wave of dark clouds gathering overhead.

"You know I'm not going to give this up." Irma cast a raised eyebrow over at April as the two of them made their way down the street "I don't get what the big secret is about, why can't you just introduce me to this secret group of friends of yours?"

"It's not that I'm really against it Irma, it's just… complicated, sort of." April let out a nervous chuckle "They really are good… people, so to speak. They just like to keep to themselves and they're really protective of their privacy."

"I mean I get that, to each their own and all that, but we're friends and-" Irma paused at the sound of a cell phone ringing "You going to take that?"

"Actually, I'm pretty sure it's yours."

"...Oh. That's rare. Hold on a minute." Irma quickly pulled out her cell phone and turned her back to April for a moment "Hello?"

"Goblin King to Subprime." that greeting alone was enough to make Irma tense up "Phase one is complete, the Avengers have been scattered across the 10 Dimensions. I did my part and now it's time to initiate phase two. Get the O'Neil girl into position. The nearby squad of soldiers should take it from there. The time has finally come, at long last the reign of the Goblin King is about to begin!"

"We're already on our way." Irma relaxed slightly and gave a small smirk as she hung up and stuck her phone back in her pocket "Of course his reign won't last too long."

"What was that you were saying?" April shot her a raised eyebrow "Something about a rain not lasting long?"

"Uh… Nothing too significant, just thinking about how it might rain. Take a look." she gestured to the dark clouds gathering overhead "I don't think it's going to last too long though, we don't want it to rain out the big day after all."

"The big day… Oh crap, we're late!" April nearly went pale as she looked down at her own cell phone "We're so late, graduation already started!"

"You get alerts or someone looking for you?"

"My dad texted me, lucky for us the principal is still doing the big speech with all of the made up inspirational quotes. But we gotta get there now!" April was about to take off running… only to stop in her tracks and place both hands to her head as her expression went pale "Oh no…"

"April what is it, what's-"

"Get down!" April grabbed Irma by the arm and yanked her to the ground… just in time to avoid the wave of lasers being fired a few inches over their heads, followed by a group of people in identical pumpkin masks armed with high tech, along with a group of Foot Bots armed with several kinds of weapons, surrounding them from all sides 'Pumpkin soldiers with what I'm pretty sure are Kraang blasters, and Foot Bots… So the Foot and the Goblin Nation are in league after all… Oh god, this is bad…'

"Um… Just gonna throw this out there April, these are not the kinds of friends I had in mind."

"Not the time Irma, we need to run, NOW!" April grabbed Irma by the hand and immediately took off running, with Foot Bots and Pumpkin soldiers hot on her heels as she pulled out her T-phone… only for it to be blown out of her hair by a quick shot of laser fire from one of the pumpkin soldiers "No no no!"

"Not the time for worrying about your browser history!"

"Not gonna dignify that, just shut up and run!"

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Meanwhile, with the planning committee…

"Oh god, I hate feeling like this…" Donnie was seated at his work station in his lab, panic clearly written all over his face as he sat down the slice of pizza in his hand, and cast a glance over to where Leo was pacing around the other side of the lab "I'm so worried I can't even eat. Guess that goes to the "let Mikey call dibs" pile."

"You have a right to be concerned my sons, given current events." this was when Splinter made his way into the lab "We are very much aware by now that an invasion by the Kraang and all of their allies is imminent, but the question still remains. What plans have you devised to stop such a threat?"

"Well if nothing else sensei, I haven't been sitting around doing nothing as I freak out. I've been brainstorming." Donnie leapt to his feet and pulled out a board with sketches, notes and other papers "I give you my latest invention, what's undoubtedly going to be my magnum opus in all of its glory: the Turtle Mech! It's armed to the absolute mech with rockets, flame throwers and even an electric harpoon, and I guarantee it will be more than enough to stop a massive army like the Kraang invasion! Or your money back. I know Mikey's gonna be on board because he loves giant robots, plus pretty much anyone who knows Transformers and Voltron. All in favor?"

"Nay." Leo was quick to step forward "As far as we know that thing isn't even ready, for all we know it could damage New York more than help it."

"It is too ready. Ready enough."

"There has to be another way, we need to establish a second base outside the city, maybe something like what the Avengers have with that new base upstate."

"We don't have time to do something like that Leo, the Turtle Mech is solid. If I were the leader then-"

"Well you're not the leader Donnie, I am."

"And look how that's-" Donnie was immediately cut off by the sound of an airhorn blasting long and loud.

"Two things here bros. One, I call dibs." Mikey made his way into the lab and immediately picked up the stack of pizza boxes off Donnie's work station "Two, we don't have time for you two to start barking at each other like angry dogs. We got enough of that when Raph was griping about not being leader. Plus we got other problems, like how Pete and Gwen got backstabbed by the octopus guy and his bunch of baddies and they got roped into fighting them, so we gotta go be ready to help them out." and so he made his way back out of the Lair, still holding the pizza boxes.

"...Wow." Donnie shared a glance with Leo "I have to be honest, seeing Mikey being the voice of reason is still kind of scary to me."

"Admittedly the thought of this is… rather unsettling to me… but Michelangelo is correct in what he said." Splinter levelled a glare towards both Leo and Donnie "Your egos are fighting with one another, when we should be directing our energy towards preparation for the coming conflict."

"...Hai sensei." Leo and Donnie shared another look, before they turned away from each other and went to their separate corners.

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Meanwhile, with the runaways…

"Come on, come on, come on!" April continued running at full speed and dragging Irma right beside her, with the Foot Bots closing in on them and the pumpkin soldiers trailing not too far behind them "Hurry and move faster Irma, move those little legs"

"What do you think I'm doing?!" Irma rounded a corner after April, only to screech to a halt as they found themselves in an alley, and a dead end "Crap it's a dead end, as in it's the end and we are so beyond dead!"

"No we're not, at least not yet. Down here!" April quickly yanked open a nearby manhole cover and ushered Irma into it before climbing down herself, a split second before their pursuers were able to enter the alley.

"Just gonna throw this out there, you cannot be serious about this."

"Sadly I am, and I know that they're gonna hate me for this but desperate times have to call for desperate measures." April took a breath as she and Irma climbed all the way down into the sewer tunnel "Come on, I know somewhere we'll be safe… and it looks like you might get your wish after all."

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Meanwhile, with the rite of passage ceremony…

"But there are things you need to be prepared for." Principal Davis continued with his speech as he looked out at the graduates seated before him, along with the crowds of guests and spectators in the stands "As you work to find your place in the world, you should know that it's not always going to be easy, something that I'm sure many of you are used to by now. There will be times where life hits you with everything it has. But when you find yourself lost in the shadows of adversity, there's no need for you to be afraid. You need to understand that without adversity, there can be no genuine triumph. Without having reason to test your limits and being able to push beyond them, you will never be able to understand how strong you truly are. As our 16th president Abraham Lincoln had once said: Whatever you are, be a good one."

'Yeah, assuming he actually said that.' MJ rolled her eyes slightly as she glanced down at her cell phone 'They say these guys said these things, but a lot of them don't exactly sound like things that Lincoln would say.'

"Oh good, all I missed was the made up inspirational quotes."

MJ glanced over to see Peter sit down next to her, clad in his cap and gown, and she was quick to give a smirk "I was wondering when you were gonna show up Tiger. Let me guess, you and your other half over there got held up at work?"

"That's one way to put it… and saying it's a lot is the biggest understatement since people started saying that Velma is a giant pile of BS." Peter let out a sigh "To give you the short version, the whole alliance thing with Doc Ock and his group… and with Eddie… it blew up in our faces way too fast, even by my standards."

"So you guys fought, but you had to win."

"We had some backup that we sure as hell didn't see coming, but yeah. Doc Ock and his guys are done, probably gonna go back to prison or something. And Eddie… I beat him and left him with the others."

"If he was with those creeps he had it coming." MJ gave a scowl at the mention of Eddie, but her gaze softened when she noticed how downcast Peter looked "Sorry, I know it's kind of a sore subject for you Tiger. So much for working things out huh?"

"Yeah well it's not gonna happen, cause when I beat Eddie this time… I basically told him that we're done. For good." Peter hung his head slightly "You were right. When the whole Venom thing started, you tried to warn me. You said he wasn't my bro anymore. If I had listened to you from the start, maybe I could've stopped some of the damage."

"I'm sorry Pete… that couldn't have been easy."

"It wasn't. But I had to make a call, and I did." Peter let out a heavy sigh as MJ gently patted him on the shoulder, though he quickly perked up when something caught his eye "Oh hey look alive, I think it's time for Gwen's speech."

'Looks like it's time… Suddenly facing off against an army of supervillains seems nowhere near as intimidating as public speaking in front of such a huge crowd…' Gwen took a breath as she made her way up to the podium, and her nerves relaxed slightly when she saw Peter smiling at her from within the crowd, a gesture she returned as she began "Good morning esteemed faculty, and friends and family of my fellow graduates. I can't tell you how much of an honor it is for me to be up here today. I know how a lot of you feel: Like we're immortal, like nothing bad can ever happen to us, like nothing can hurt us. Or hurt the ones that we love. We're graduating, and we have our whole lives ahead of us. But like the time we've spent in high school, which seems so brief in the grand scheme of things… One thing I've learned, especially in recent times, is that what makes life truly valuable is that it doesn't last forever. Part of the journey of life is that it has to end at some point. But the fact that it ends is part of what makes it precious. That in itself is something I've especially come to understand over the past year. And so I say it today of all days, in order to remind all of us that time is luck. So you shouldn't waste it living the life of someone else. You have to make yours count for something, to fight for something that truly matters to you, no matter how hard it may be. Because even if we fall short, even if for all of our struggles we end up failing… what better way is there to live?"

'Yep, that's Gwen for you… What the Look can't do for her, unrivalled mastery of the Talk no Jutsu will…' Peter gave a small smile as he listened to Gwen's speech continue… until a certain familiar sensation began going off in his head 'Oh god, that never ends well… But where's the danger this time?'

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Meanwhile, with the search party…

"God, it's like looking for a needle in a freaking hay stack. Or a slice of pizza out of the box when Mikey is in the room." Nightwatcher was grumbling to himself as he continued peering through the telescope "How about you Casey, you got anything on your end?" he was met with silence "Casey?"

"Down here dude." as it turns out, Casey stood in the alley beneath the rooftop Nightwatcher was perched on, taking selfies in front of some graffiti, only to find the phone blown out of his hand by a rock hitting him in the hand "Hey man, what the shell is your problem?"

"You tell me Jones, we're supposed to be out here looking for Karai."

"Hey somebody had to keep an eye out on street level, plus I wanted to peep some of the kickass art down here." he gestured to the graffiti on the wall behind him, which just so happened to have "Come on you gotta admit, that right there is pretty metal."

"Yeah keep telling yourself Picasso, but we got stuff to do. Pretty sure you wanted to get there for the whole graduation thing right?"

"Meh I'm skipping all that ceremony crap, I'm still getting the diploma in the mail and I don't need to get paraded around on stage like it's freaking Broadway. I'd rather be out there beating the crap out of Purple Dragons and other assholes."

"Well duh so would I, but we got other stuff to do right now. Let's get moving."

"Yeah yeah I know, just… hold up one second." Casey grabbed Nightwatcher by the arm as he moved to leave "Just wanted to get this out there while I had a chance… about April."

"What about her?"

"Well I gotta wonder… she ever talk about me or anything like that?" that question was enough to make Nightwatcher stiff and level a glare at him.

"First off, not even a little. Second of all, don't give a crap if she does or not. Third off, it doesn't matter cause you know how Donnie feels about her."

"Yeah, yeah it's cool I get it. Plus when you got a dude and a chick in the same team, it just goes and screws everything up. Can't blame a guy for trying though right? Can't all go for the hot redheads like Black Widow."

"Tell me about it. You still owe me for what you did to that poster by the way, that think was mint condition." Nightwatcher gave a scowl underneath his helmet as he leapt back up onto the rooftop and peered through the telescope in his hand, until something white and slithery caught his eye 'Holy son of a- Casey get over here, I just found Karai!"

"Say what? Holy shit, we gotta-" Casey was cut off by the sound of sirens that made him stop in his tracks, just as a cop car pulled into the alley 'Son of a… Great, the cops just have to ruin a good thing don't they? Something I can help you with officers?"

"You tell us kid." one of the officers gave a scowl as both of them stepped out of the car and made their way toward Casey "You're the one loitering, you know what that means?"

"Loitering, are you for real right now? Don't you guys have real criminals to bust or a donut shop to go to?"

"Go ahead and crack stupid jokes all you like, we'll be figuring out a charge for you later Casey Jones." and then they started grabbing him by the arms and leading him to their car.

"How do you two know my name? Get the hell off of me, I got rights now get your sprinkle covered hands off of me!"

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Meanwhile, with the impending danger…

"I can imagine what most of you are feeling." Gwen continued her speech to the graduates and crowds of spectators gathered in front of her "It's easy to feel hopeful on such a beautiful day like today. But there are going to be dark days ahead of us too. Something I already know from personal experience. There will be days where you feel all alone. And that right there is when we need to hold onto hope the most. We have to keep it alive. Now matter how deep it might end up buried, or how lost you feel because of the world crushing you under the pressure, you all have to promise me that you'll hold onto that hope and keep it alive, if not for yourself, then for the sake of those around you. We have to be greater than our origins, greater than what we've had to suffer. The wish that I have for all of you is to become hope. That in itself is what people truly need. And even if we end up failing, is there a better way to live? As we look around here on this day, at all of the people that helped us to become who we're meant to be… I know it must feel like we're saying goodbye. But we will continue carrying a piece of each other into everything that we say and do next. To let it serve as a reminder of who we are, and of the people that we're meant to be." she took a breath and gave a smile as she reached the end of her speech "I've had a great four years with you, and I'll truly miss every single one of you." she stepped away from the podium as she was met with a thunderous applause.

'Well damn…' Scarlet Spider let out a low whistle from his place perched on top of the school building 'Gotta give it to the blond Spider, she definitely has a way with words. No wonder the other me- I mean Parker- I mean the other Spider- oh screw it, that's gotta be part of why he's into her.'

"She gives a hell of a speech doesn't she?"

Scarlet glanced over to see Sandman appear on the roof next to him "Definitely a Talk no Jutsu if I ever heard one. Kind of nice to know that Naruto is still so loved even so man years after it ended."

"Cause people know good content when they see it. Pretty heavy on the filler though."

"I think it depends on how it's done. When it's done right, it can serve one of three purposes, or any combination of them: Light relief, world building or character development. It does pretty well at that. Better than Detective Conan at least."

"Huh. Fair enough." Sandman gave a smirk of approval, then paused as he glanced out at the skyline of New York City "Kinda crazy when you think about it."

"What is?"

"I started out hating the Spider's guts, then he ended up convincing me to become a big shot hero and now here I am chatting it up with one of them. I owe the girl spider big time."

"Really? I didn't think you had much experience with her."

"Well I didn't get buried in cement, frozen into a freaking ice sculpture or melted into a puddle of sand like with the first Spider did." Sandman gave a shrug "But I do owe the girl big time, if it wasn't for her I'd be stuck as one of the Jackal's freaky lab rats." he paused when he looked over and noticed Scarlet flinch "Sore subject?"

"It's… something like that. Let's just say I've got some experience with that myself. And that's not open to follow up questions."

"Duly noted." Sandman's gaze softened as he patted Scarlet on the shoulder "But think of it this way kid: It ain't who were or what we did or what we went through in the past that matters in the grand scheme of things. What really matters is who we are now and what we do. We gotta make choices right?"

"Huh. Look at you, former supervillain giving life advice." Scarlet gave a small smirk from under his mask, though it quickly fell away as a familiar sensation began going off in his head rather violently "Son of a…"

"What, you got a migraine or something?"

"No it's not that, but something's up…" Scarlet Spider glanced down at the graduation ceremony taking place, then out at the skyline of New York City… and then he caught sight of a purple light flashing in the distance "Okay, that definitely can't be good…"

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Meanwhile, down below…

"Peter Benjamin Parker."

'And the moment of truth is here.' once his name had been called, Peter took a breath as he made his way up onto the stage and shook hands with Principal Davis as he was handed his diploma, and then he made his way off the stage to find May standing at the end waiting for him as the next group of graduates were called on stage "Well it's like the old saying Aunt May, better late than never right?"

"Well dear, old sayings like that do exist for a reason." May let out a chuckle as she pulled Peter into a tight hug, and her expression softened "I just wish your Uncle Ben were able to see you in the here and now."

"Yeah. Me too. I do miss him. I think about him every day… and I wonder a lot if I'm doing right by everything he taught me."

"Then let me put your minds at ease. He would be so proud to see the man that you've become. I can tell you for a fact that I certainly am."

"Thanks Aunt May… and not just for that. For everything. My whole life." Peter gave her a small smile "There are so many times I would've fallen apart if it wasn't for you."

"Believe me when I say you're far from the only one."

Peter glanced over to see a new figure approaching the two of them, a certain Asian man clad in an impeccably tailored suit "I never doubted that for a second Mr…"

"Right, I think some introductions are in order." May's smile widened with pride "Peter, allow me to introduce to you our benefactor and my boss, Martin Li."

"Oh, so you're the philanthropist I've been hearing so much about."

"The same for the nephew May speaks so fondly of." Li let out a chuckle as he and Peter shook hands "It's so nice to finally meet you face to face."

"The same to you, what you guys do really is something incredible."

"Truth be told, a lot of what we do wouldn't be possible if it wasn't for your aunt." Li's grin widened as he patted May on the shoulder "She's only been with us for just under a year and she's already holding this place together."

"Welcome to pretty much my entire life."

"So I've heard. I've also heard a great deal about you from your aunt like I said, she tells me that you're quite the scientist."

"I gotta stick to what I'm good at, right? Plus I've worked with a couple different people over the years, like Professor Warren and Dr Connors and a bunch of others. I've learned a lot from them and the others."

"Gratitude is definitely important when it comes to establishing success, along with making sure you don't forget where you came from, or those that have helped you on the way." Li gave him a nod of approval "I'm sure you're going to be busy moving forward, but if you ever have any free time I'd appreciate it if you consider volunteering a few hours here and there. You'd definitely find it rewarding I'm sure, and you'd get even more insight into just how remarkable a person your aunt is."

"Trust me, I already know plenty well how true that is." Peter let out a chuckle, then paused for a moment "Though I think I know somebody who might have the free time… and pretty much no real plans for the next year or so. I could send him your way."

"I look forward to meeting him then. If you'll excuse me." Li shook hands with Peter again and made his way over to another crowd of people.

"Looks like he definitely lives up to the hype."

"Something I never doubted for a moment." May let out a chuckle "There really do need to be more people like him in the world."

"No arguments here. If there were more guys like him around and less people calling themselves the Big Man or the Master Planner or the Goblin King, we probably wouldn't have so much need for guys like-" Peter cut himself short as a familiar sensation began going off violtently in his head 'Of course this happens now, because why the shell not?'

"Peter, what is it?"

"I'm not sure… just a feeling like something isn't right." Peter shared a look with Gwen from up on the stage and received a subtle nod from her 'Okay so Gwen senses it too, so that means I'm not going out of my freaking mind… Or at least I'm not the only one sensing danger.'

"Gwendoline Maxine Stacy."

'And then there's that.' Peter looked over to see Gwen make her way off stage "Maxine? And here I thought I was the only keeping secrets."

"Some secrets are better left unsaid. Pretty sure that's one of them." Gwen let out a chuckle as she let May pull her into a hug, but her gaze quickly hardened "Just to make sure we're on the same page…"

"Yeah, I'm feeling it too… But where's it coming from…?" Peter's own gaze hardened as he cast a look around… until his gaze fell on a purple light in the distance hurtling towards their location, to which he ripped off his tie and gown "Well the secret identity thing was fun while it lasted."

"Remember, whatever the future may have in store for you… Be bold. Be original. Be something truly spectacular." Principal Davis finished speaking to the graduates and attendees, just before he looked over and saw Peter and Gwen rushing towards the stage "What are you-"

"EVERYBODY GET DOWN!" Peter leapt forward towards him… a split second before a deep purple light covered the entire scene in a fiery explosion.

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Meanwhile, with the police standoff…

"Get off of me, I didn't do anything you donut loving assholes!" Casey continued trying to fight off the grip of the two police officers, only for his attention to quickly be drawn eleswhere by the sound of a powerful explosion going off in the distance "What the shell was that?!"

'Oh god, this can't be good…' Nightwatcher cast a glance out across the skyline to see a large amount of smoke rising in the distance, only for something else to catch his eye… in the form of several familiar purple doorways opening up across the city, and various figures in pumpkin masks emerging with laser blasters in hand 'Goblin Nation… and Kraang portals, but where the shell are the Kraang?'

"I said get off me!" Casey ended up wacking one of the officers with his hockey stick… and it caused the image to flicker and reveal a familiar figure clad in a green suit and purple cape with a dome over its head "Okay what the-" and then he looked over to see the figure holding him flicker to reveal another identical figure "Mysterio?! Oh you've gotta be-"

"Casey get back!" Nightwatcher swooped down to the ground and took out the Mysterio robot in one fell swoop, before thrusting his sais into the dome of the other one, leaving both of them to fall to the ground in lifeless heaps "You okay?"

"Not until I figure out what the shell is going on, I thought April melted that guy's brain when he showed up at school."

"We got a lot bigger problems than that." Nightwatcher pointed to where a portal was opening up behind in front of them.

"We've been waiting a long time for this." from the portal emerged a large squad of pumpkin soldiers armed with Kraang-styled laser blasters "Now you pigs are finally gonna see just what the Goblin Nation is really capable of!"

"They've gotta be starting the invasion, we gotta get back to the Lair NOW!" that was enough incentive for both Nightwatcher and Casey to take off running from the scene at full speed.

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Meanwhile, with the heroes on standby…

"I was wondering when I was finally going to get the chance to try this out." Leo made his way out of his room clad in a certain blad suit with a retractable sword in hand 'Guess it's time to see what the new Ronin is capable of. This oughta make things interesting."

"If you were more open minded then it wouldn't be the only thing."

Ronin glanced over to see Donnie making his way out of the lab and shooting him a look "You don't plan to give this up to do you?"

"I think you already know the answer to that." Donnie shot a glare at him "Look Leo you know I'm right, the Turtle Mech is the only real answer we have. Try and be reasonable."

"I am being reasonable Donnie, we need to establish a second base outside the city and that's all there is to it. There's nothing you can say that's going to-" Ronin was cut off by the sound of a loud bang, and he looked over to see that the laptop seated on top of the TV, to which he let out a loud groan "Mikey we're in the middle of a serious discussion, this isn't the time to start blasting action movies."

"What are you talking about? I just got the livestream up and running so that we could see Pete and Gwen graduate." Mikey made his way out of the kitchen, fully clad in his Turtle Titan suit and with a slice of pizza in hand… only to subsequently drop it when he got a look at what was on the screen, and his face went a sickly shade of green "Oh shell… Bros, that's not an action movie…"

"Wait, what?" Ronin cast another look at the screen and paused as he looked at the others "You said the livestream was up and running?"

"Yeah… I just got it up, so everything we're seeing now… it's all up there."

"...We have to go. Now." Ronin immediately stowed away his sword and moved to take off out of the Lair, with Mikey and Donnie doing the same… only to immediately stop in their tracks at what they saw in front of them 'Oh you have GOT to be kidding me right now.'

"You guys!" as it turns out, it was April making her way into the Lair with Irma by her side, the latter having her glasses knocked off and reaching down to get them "I'm sorry about this, I know you're gonna be pissed but we had Foot Bots and pumpkin guys chasing us, and I swear that Irma is really good with keeping secrets I swear!"

"April… you have brought a stranger… here?!" it should go without saying that Splinter was less than happy about this.

"You don't have to worry Master Splinter, I swear that she's cool. Right Irma?"

"Cool as a cucumber." Irma rolled her eyes as she pulled herself back to her feet and put on her glasses… only for her eyes to immediately start bulging out of her head "Holy… turtles…"

"Irma…"

"Turtles…" now Irma was twitching and shaking violently at the sight of them.

"Okay easy now, no need to get too worked up." Ronin took a few steps toward Irma and pulled his hood down "Now I know we look kind of different and all, but I promise you Miss, we're not going to hurt you."

"Turtles… Turtles… Turtles…" Irma continued twitching violently… and then her head rose up to reveal a metal neck as her eyes began flashing red, followed by her body expanding to reveal its true robot components, complete with a small Kraang with a cybernetic eye sitting in the cockpit in its torso.

"...Okay it needs to be said April, you really have to do a more careful job of picking who your friends are.

"Oh my god…" April's face went pale as she took a few steps back "So you mean that all this time, Irma was a…"

"Kraang. Subprime to be exact." Subprime gave a wicked smirk as he had the Irma bot crack its knuckles, then grabbed hold of the arcade game and threw it at the group, knocking them to the ground with only Splinter leaping over it "Go ahead you pathetic and lowly insects, get on your knees before the genius that is Kraang Subprime, the greatest Kraang spy in all of Dimension X or any other dimension! I hope you're ready for what comes next, because the discovery of your home base was the final component we needed to launch our master plan: a full scale invasion of your filthy city!" his smirk widened as several large purple-colored portals began opening all over the Lair.

"Go ahead and try it." Ronin brandished his new sword and pulled the hood of his Ronin suit back over his face "We've beaten the Kraang back before, we can do it again."

"Who said it was the Kraang that was coming?" Subprime let out a maniacal cackle as large groups of pumpkin soldiers armed with laser blasters began storming into the Lair through the portals armed with Kraang-styled laser blasters "After all, now we've got friends that can do it for us."

"Everyone scatter, do not allow them to corner us!" Splinter quickly took to the pipes along the ceiling of the Lair to avoid the blaster fire, with the others being quick to scatter.

"Does anyone else realize how screwed up this whole thing is?!" April found herself being forced to take cover to avoid the blaster fire I thought Irma was my friend and it turns out she's a freaking robot for the Kraang's lieutenant or something?"

"Yep you got that right girly, and I fooled every last one of you!" Subprime's cackling only grew louder and more triumphant.

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Meanwhile, with another part of the home invasion…

'Come on, come on, think!' Turtle Titan found himself being forced to duck behind the kitchen counter to avoid the blaster fire coming from the pumpkin soldiers, though he did grab a few pots to hurl at the soldiers and knock them out cold, followed by the freezer door opening to slam into the face of one of them, to which he gave Ice Cream Kitty a high five "I'm just gonna say it, you gotta be one of the best things to ever happen to us."

"And this is the best thing to ever happen to me!" a mechanical foot slammed into Turtle Titan's back and sent him crashing to the ground, courtesy of Subprime as he stepped forward and promptly grabbed Turtle Titan by the throat with one of his droid's mechanical claws, then pulled out a buzzsaw and began inching it towards him "I have to say, I've always wondered what freshly cut turtle tastes like."

"Yeah well, how about I treat you to a face full of bagel slicer instead!" thinking quick, he grabbed a nearby bagel slicer and thrusted it into the metal neck of the Irma robot, allowing him to get free and leaving Irma's head to fall to the ground in front of him… which prompted it to sprout two mechanical legs and advance on him "Oh come on, this is so messed up!" and so he quickly leapt over the blaster fire and rushed out of the kitchen with both robots in hot pursuit of him.

"That's right my servants, kill every last filthy Earthling you see!" Subprime gave a wicked grin as he watched the Irma head use its laser eyes to start ripping through the Lair "Destroy all of the Turtles and wipe out the Lair, but remember that the rat has to come with us."

"Like shell we're letting that happen!" Turtle Titan ducked under the laser fire and latched onto the Irma head with his kusarigama chain, then promptly sent it flying.

"This is our home and we're fighting for it!" Donnie dealt one pumpkin soldier a roundhouse kick that sent them crashing to the ground… only to immediately be met with the Irma head latching onto his leg by biting him "Ow ow ow!"

"Ooh… sorry D, my bad." Turtle Titan cringed as he ducked the onslaught of laser fire and made a beeline for his room, where he found his nunchucks hanging on the wall 'So much for having a chill day and streaming the graduation.'

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Meanwhile, with the battle of commanders…

"I got you now!" amidst all of the chaos, Subprime had taken it upon himself to try and close in on Splinter, chasing him into the dojo and firing a barrage of lasers at him while taking the chance to backhand him and make him stumble back slightly "Now get a load of that you filthy rat!" and then he broke out the buzz saws from the hands on his droid.

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Meanwhile, with the rest of the home invasion…

"Booyakasha!" Turtle Titan burst out of his bedroom and quickly took out two pumpkin soldiers with his nunchucks in hands "I got them covered Ronin, go ahead and gear up! Hurry!"

"Right!" Ronin tried to make a beeline for the dojo to grab his katanas, unaware of the Irma head robot moving to pounce at him from above… only to look over and see it lying on the ground in a mangled heap with a knife through the side of its head "What the-"

"Go and escape, hurry!" Splinter tossed Ronin's katanas and Donnie's bo staff to their respective owners just as Subprime came bursting out of the dojo "I will hold them off!"

"But we can't just leave you!"

"I have a plan, go now!"

"Come on we gotta move, head to the Shellraiser!" Donnie gripped his bo staff and began to lead the group toward the Shellraiser.

"You freaks aren't going anywhere!" Subprime dealt Splinter a kick to the chest to send him skidding back a short distance, then leapt towards the group and fired a barrage of rockets in the direction of the group, barely missing them but hitting the Shellraiser dead on, leaving it to collapse onto its side… which left Donnie absolutely horrified.

"MY BABY!"

"Come on guys we gotta go!" Turtle Titan ushered the others out of the Lair just before an explosion went off behind them, the force throwing him to the ground face first.

"Come on everyone, follow me!" Ronin helped Turtle Titan onto his feet, and the group took off running down the subway tunnels.

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Meanwhile, with the wayward duo…

"This is bad, this is bad, this is so freaking bad!" Casey and Nightwatcher found themselves being forced on the run to avoid the barrage of blaster fire courtesy of the pumpkin soldiers right behind them "What the hell are we supposed to do?!"

"Try looking out for starters!" Nightwatcher dealt one soldier a kick to the chest that sent him hurtling across the street and over a car screeching past.

"Cross town traffic, we gotta go!"

"I know" Nightwatcher leapt onto the top of another car, with Casey grabbing onto the back of it, leaving them to be pulled along as it sped through the streets trying to avoid the portals and groups of pumpkin soldiers… only to let it speed off when they found themselves face to face with a pumpkin soldier inside a giant Kraang Walker, or Goblin Walker given the current set of circumstances "Oh you've gotta be kidding me!"

"Oh yeah, those things. Lucky us they can't move that fast." Casey was immediately met with the top of the walker opening up and revealing lasers pointed at them "I really gotta learn how to shut up.

"For now just start by RUNNING!" and so the two of them took off down another street to try and avoid the onslaught of laser fire.

"There's way too many of these guys Raph!"

"I freaking know, for now just don't get zapped and RUN!" and so the two of them continued their way forward at full speed in a desperate bid to avoid the Goblin Walker.

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Meanwhile, with the escapees…

"I can't believe this…" April was less than pleased with herself as she followed the rest of the group down the sewer tunnels "This is all my fault, I basically opened the freaking door to letting them into the Lair!"

"Hey come on April, you can't beat yourself up over this. All you were doing was trying to help out a friend." Turtle Titan patted April on the arm and gave her a small smile, only for both of them to be forced to screech to a halt by what lay in front of them "Ooh.. fork in the road, that gotta screw things up."

"So which way do we go?"

"Whichever way gets us to Midtown, we gotta help out Pete and Gwen."

"We can't just yet, we gotta take the left tunnel." Donnie told him "That one will take us to where I parked the Turtle Mech."

"No Mikey's right, we have to regroup with the others first." Ronin was quick to protest "We'll go find Raph and Casey, and then we'll go to Peter and Gwen."

"We can find them once we're in the Turtle Mech."

"That thing is too slow."

"You're the one who's too slow, you're leading us into disaster!"

"What I'm doing is what Splinter would want us to do!"

"Guys come on, we don't have time to start screaming at each other!" Turtle Titan was quick to get in between Ronin and Donnie… only to be stopped by a purple doorway directly in between them, leaving Ronin and Turtle Titan separated from Donnie and April "Aw shell."

"The Turtles in the flesh, the Goblin King would love to meet you in person." a large group of pumpkin soldiers made their way on one side, forcing Donnie to fend off the blaster fire with his bo staff until one blast struck him and threw him to the ground.

"Donnie!" Turtle Titan began fending off the blaster fire with his nunchucks, with Ronin doing the same using his katanas "April hurry, you gotta get him somewhere safe! Me and Leo can get them out of here!"

"But we can't just leave you here!" April ducked under the blaster fire and kicked one soldier's legs out from under him, leaving his blaster fire to cause part of the roof of the sewer tunnel to cave in on them.

"We'll be fine, we'll do that then meet up with Pete and Gwen and meet up with you as soon as we can. Leo?"

"I got it. You freaks want us, then you gotta come and get us!" Ronin clanged his swords together to attract the attention of the pumpkin soldiers, with him and Turtle Titan leading them down the sewer tunnel.

"Alright I got you D, just take it easy." April slung one of Donnie's arms over her shoulder as she gently led him, though she glanced back at the others as she did so 'Leo, Mikey, you two had better come back in one piece.'

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One quick trip to the surface later…

"Hold on a second." April stopped herself from looking through the manhole when the sound of an incoming car drew her attention "Okay we're good, I think the coast is clear."

"For now at least." Donnie climbed his way out of the sewer after April, only to cringe and grab hold of his arm "Dammit, the Kraang are usually so bad at aiming you forget how much it hurts when those things actually hit you."

"Take it easy Donnie, you'll be alright. I'll get you fixed up." April gently placed one of her hands on Donnie's arm, earning a small smile from him, one that she returned.

"Thanks April. Really. But that isn't even the part that hurts most right now." Donnie let out a sigh as he used his good arm to pull out his T-phone "I tried getting through to Leo and Mikey, they aren't picking up."

"They aren't answering any of my texts either."

"God it's my fault, I'm the one who had to pick a fight with him over the Turtle Mech, and now he and Mikey are gone."

"We're going to find them Donnie, the same with all of the others. But we might have bigger problems right now." April pointed at the portal opening up a short distance away from them, which prompted her to pull him behind an abandoned taxi nearby just before pumpkin soldiers armed with blasters came pouring out of it "Okay we're good, I don't think they saw us."

"Now I definitely think Leo was right, we should've gotten out of the city and come up with a real plan while we had the chance."

"I can tell you for a fact that there's no chance I would've left the city without my dad and the others. For now let's head back to my place and get you patched up, we'll call up the others and have them meet us there." so April led Donnie by his good arm, and the two of them took off in the direction of April's apartment.

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Meanwhile, with one wayward duo…

"Come on Casey let's try and get to high ground, they can't get us there." Nightwatcher leapt up onto a rooftop and helped Casey up there after him… only for them to immediately be met with a giant portal opening in the sky and a Stealth Ship flying out of it directly over their heads "Well shit, so much for having the high ground."

"This whole thing is freaking insane!" Casey hid behind a nearby AC unit, with Nigthwatcher doing the same "It's even worse than what happened with that giant Death Star thing they did last year!"

"Tell me about it. At least then it was just the Technodrome and a bunch of Stormtrooper rejects who couldn't shoot to save their lives." Nightwatcher paused as the sound of his T-phone ringing drew him to answer it "Donnie, where the shell are you guys?"

"We're on the way to April's apartment, you and Casey hurry up and meet us there as soon as you can!"

"Roger that." he stowed his T-phone away "Come on Casey, we gotta move and-"

"Raph look out!" Casey grabbed Nigthwatcher by the arm and yanked him out of the just in time to avoid a laser being fired from the Stealth Ship, which resulted in an explosion that blew the two of them off the rooftop.

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Meanwhile, with the other wayward duo…

"There's still no sign of those two Turtles." a group of pumpkin soldiers made their way through the sewer tunnels with blasters in hand "We can't waste too much time on this, remember that his majesty the Goblin King ordered us to capture the Turtles for the one that refers to hismelf as the Shredder." and so they continued on their way into another sewer tunnel.

It was only after they were gone that Turtle Titan and Ronin dropped to the ground "So these guys have Shredder working with them too."

"I guess it's not really a surprise." Ronin muttered "April did say something about Foot Bots going after her and Ir- Subprime earlier. Guess we know what Shredder is getting out of this."

"Doesn't really matter, we gotta find everybody else."

"And we will, but we have to be careful about it." and so the two of them took off into another sewer tunnel.

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Meanwhile, at the rendezvous point…

"This is a nightmare, it's an absolute nightmare!" Kirby was left pretty much freaking out as he paced his way around the O'Neil family apartment "What are we- I mean what is anyone going to do about this?!"

"Easy easy, I'm okay." Donnie winced slightly as he watched April work on bandaging his arm, and then he took a breath 'Well if we're all gonna die, no time like the present I guess. So here's the thing April, now that it's the end of the world and all… again… I think there are a few things I should get off my chest."

"Okay… like what?" April cast a nervous glance up at him.

"Well mostly, if this is the end… for real this time… I think it'd be a lot better if I just… you know… come clean about how I feel. The truth is I-" he was cut off by April tying the bandage on his arm tight enough to earn a yelp of pain.

"Sorry Donnie, things like this… They can really hurt… Especially if the other person doesn't really know what to say." April cringed visibly and turned away from him, then paused as she looked at the panicked form of Kirby, and then she turned back to Donnie as she forced a smile full of confidence "Plus I mean, one of those "end of the world and we're all gonna die" kind of speeches… it's not really the time for that, don't you think?"

"I… I'm not sure I follow."

"Well think about it, we have you on the job right? You and all your brothers, not even counting the likes of Peter and Gwen. And all of you guys have never let us down before right?"

"...No. No we haven't."

"Then let's focus on the task at hand right now." April gave him a small smile "Whatever you have to say can wait until after we find a way to beat the Kraang, the Goblin Nation and the Foot or whoever else is trying to take over the world."

"Huh… Yeah, you're right."

"I know I am." April's smile quickly fell as she turned her head away 'Thank god that worked, I am so NOT ready for a talk like that right now…' she looked over to see Kirby look out the window at the chaos of the invasion, and then subsequently faint 'And things like that are not helping.'

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Meanwhile, amidst the chaos…

"Hold on, I've got you!" as the Goblin Nation continued wreaking havoc throughout the city via the Kraang tech and weapons at their command, Daredevil had swooped in and managed to save a little girl from being crushed by a Goblin Walker, albeit catching wind of a certain group of mutants and mercenaries as he did so 'The Goblin Nation are making their own move, I suppose it was only a matter of time before he and the others showed themselves too.'

"So the Devil of Hell's Kitchen is working amidst the fray as well." Tatsu turned his gaze over toward Shredder "But the efforts of himself and the other so-called heroes will make very little difference, for the city is very close to being ours sensei… such as it is, given the current set of circumstances."

"Such does very little to surprise me." Shredder cast a look around at the carnage unfolding in front of them "Since I was a boy, I have seen this very vision: the world in chaos."

"Master!" it was at this moment that Razhar leapt to the ground from a nearby rooftop and got down on all fours in front of them "Master Shredder, we've received word from a group from the Goblin Nation. Leonardo and Michelangelo are not far from here, and they're working to lead him straight to us."

"Excellent. Then this truly is the beginning of the end."

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By this point, the Lair was slowly being engulfed in flames from the chaos. Despite a few short moments of struggles, Splinter was able to defeat Kraang Subprime fairly easily, leaving him to be knocked out of his robot body and then crushed by falling debris. Splinter then cast a look around at the destruction and found a cracked picture of his sons, prompting him to will himself to move forward and try to find them.

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Meanwhile, with one wayward duo…

"Okay, I think the coast is clear." Turtle Titan poked his head out of a manhole… only to be forced to duck to avoid an oncoming car, and then he popped back up a moment later "Okay, now I think the coast is clear."

"Good, then let's not waste any time." Ronin climbed out after Turtle Titan with his new retractable sword in hand, only to poke his head around a corner and see Foot Bots perched on the rooftops and in the alleys watching them "Great, they've got us surrounding."

"Not just there, they got them back on- Look out!" Turtle Titan whipped around to see a Foot Bot land on the ground behind them, prompting him to slice its head in two via his kusarigama chain, only for him and Ronin to quickly be forced onto the evasive by an onslaught of arrows from the Foot Bots on the rooftops, forcing them to retreat through an alley.

"Come on, we'll take it this way." Ronin led Turtle Titan down an abandoned street and the two of them tried to stealthily make their way down another street, only for a group of Foot Bots to show up and fire volleys of shuriken at them, forcing the two of them to cut them down with clear ease.

"Okay that ain't gonna work, so what's the plan now?"

"There's a construction yard not far from here, we might be safe there." so they went further down the street and ducked through a fence into the abandoned construction yard in question, giving the two of them a chance to catch their breath, with Ronin pulling out his phone "I've got about 4 dozen missed calls from April and a bunch of texts, she and Donnie are with Kirby at her apartment. We should try and make our way there when we get the chance."

"I tried calling Pete and Gwen a bunch of times, they ain't answering. I just… I gotta make sure they're okay…" Turtle Titan gritted his teeth and looked away, only to feel Ronin put a hand on his shoulder.

"I know, but we gotta keep it together. Let's find a way to fend of these guys, then go regroup with everybody else at April's place. I promise we'll go and help Peter and Gwen as soon as we can, okay?"

"...Okay."

"Good. And remember that they're the ones with actual superpowers, they can handle their own thing on their own for awhile. But in the meantime…" Ronin glanced over to see a group of Foot Bots enter the construction site and round the corner towards them, to which he cut them all down with a single stroke of his new retractable sword, ducking under a volley of shuriken as he did so, which alerted him to the presence of another group of Foot Bots on a scaffolding above them "We got our own work to do."

"Right. And I'm with you bro, so let's do this." Turtle Titan brandished his kusarigama chain, and the two of them wasted no time in making quick work of the Foot Bots present, only for another group to show up almost immediately.

All the while, the rest of the Foot Clan looked on at the battle unfolding from their place at a nearby rooftop, with Tatsu in particular taking note of evens unfolding "This is the level of skill that I expected from disciples of Splinter, and they display the same level of courage as him as well."

"It is more than courage driving them, and it will prove to be their detriment." Shredder told him flatly "They are both young and overconfident, and it makes them foolish."

"In any case it would not be wise to take chances with him sensei, we should be quick to fell our enemies."

"Then let us see what they are capable of. Archers! Fire!" Shredder gave the order, prompting several archer Foot Bots to fire arrows.

"That's the last of them." Turtle Titan took down the last Foot Bot with his nunchucks, only to look up and see the archers firing at them "Or not. Crapbaskets."

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Meanwhile, with the other wayward duo…

"We gotta keep going, it's not that much further to April's place!" Casey and Nightwatcher kept running on foot through the chaotic streets of New York at full speed, only to be forced to stop in their tracks by a massive portal opening up on the street in front of them "Oh you've gotta be freaking kidding me!"

"And it's only gonna get worse, just look and see for yourself." Nightwatcher pointed to the figure emerging from the portal "Didn't wanna see that face agian."

Sure enough, a familiar hulking metallic figure emerged from the portal with a large tanker full of familiar ooze strapped to its back, laughing maniacally all the while "Yes, YES! Kraang Prime has at last returned to Earth!"

"Just gonna throw this out there, pretty sure we don't have any plans to fight that. You?"

"Hell if I know." Casey gave a small shrug "What if we try climbing up its legs and whacking it in the eyes?"

"...That actually might work, we can call that plan B."

"Listen well people of Earth, for the Kraang formation of your world is about to begin at long last!" Kraang Prime held up the blaster attached to one of his robotic arms and fired a stream of mutagen out of it, hitting a random group of civilians and dousing them in the ooze.

"No no no! Nigthwatcher and Casey could watch in horror at the site, and it only grew worse when the humans emerged from the mutagen fully transformed into Kraang creatures "Oh my god…"

"I just gotta say it." Casey muttered "That right there is all kinds of messed up."

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Meanwhile, with the initial attack site…

"Peter! Peter wake up!"

'Gwen… that's his voice…' Peter began to stir, albeit very slowly, until the sound of glass shattering, people screaming and explosions made him alert enough to shove a large piece of concrete off of her and glance over to see Gwen (clad in her full Ghost Spider suit) standing over her "What… What happened…?"

"Short version, I think hell just broke loose." Gwen looked around at the spectators running away screaming amidst the debris, to which he quickly pulled up a large piece of rubble for the two of them to crouch under as he pulled down her Ghost Spider mask "Go ahead and get changed as fast as you can, I'm gonna try and do damage control over-" he was immediately cut off as a familiar sensation started blaring in their heads, and he barely had time to turn around before another wave of purple energy fired from within the smoke, blowing a gaping hole through the Midtown school and surrounding buildings… along with a stream of familiar green liquid blasting out from the same area 'Mutagen… oh this is bad…'

"Ghost Spider!" a new voice drew the attention, courtesy of two familiar faces (Sergeant Carter and officer DeWollf), with one shooting at the figure in the smoke and the other one trying to pull civilians out of the rubble "Get the captain's daughter and as many people as you can and get them out of here! HURRY!" and that was all they had time to say before they found themselves drenched in mutagen, along with a number of other civilians, much to the horror of both Ghost Spider and Peter.

"NO!" Ghost Spider's horror only increased as she witnessed the officers emerged in the form of mutated Kraang-like creatures, and then her Spider Sense turned her around to find what looked like a mechanical two-headed dragon firing another purple energy beam at them, and she tried to web a line to pull them out of the way… only to end up getting one of her arms by the blast and the rest of it being taken by a giant wall of sand suddenly appearing out of nowhere "What the-"

"No time, just shut the hell up and move before it fires again." the sand morphed and grabbed onto Peter and Ghost Spider by the arm and yanked them toward a spot underneath the nearby bleachers, leaving the blast from the dracodroid to rip through the grounds of the school in place of them. It was only after a moment passed that the sand materialized into the humanoid form of Sandman, and he let out a quick sigh "God that sucks every time."

"Yeah I'm still kind of playing catch up." Peter looked back at the figure of when in the hell did the Kraang get a giant freaking robot dragon?!"

"There's been a lot going on." Ghost Spider looked around at the various wounded lying in the area under the bleachers "Too much really."

"Understatement of the freaking year."

"Peter!" it was at this moment that George rushed his way through the crowd of survivors and came to a stop "Are you-"

"I'm fine Captain Stacy. At least… better than everyone else." Peter looked around again at the wounded lying around them "How many are…?"

"Too many. Way too many." George looked out at the now mutated forms of DeWolff and Carter wandering away from the scene "That robotic monster out there has two heads and eyes in the back of its head, anyone who tries to run to or from it ends up either getting blown to hell or being mutated by that substance. Scarlet Spider found out the first one the hard way, he tried to attack that thing and no one's seen him since. The only exception is Sandman here. We've been trying to evacuate everyone that we can, but a lot of them were… let's call it turned… before we could get to them. And for those who could, it didn't make a difference."

"Good God… this is already worse than the last one…" Peter slowly turned his gaze toward where Ghost Spider was kneeling on the ground next to her… carrying a familiar pair of glasses that she recognized "Are those…"

"Yeah." Ghost Spider's voice was soft enough that only he could hear, as well as void of any real emotion "Aunt May's… It started spreading mutagen all over the place… It was too fast… I couldn't get to her in time…"

"Dammit…" Peter turned his head away from the group with tears of both anger and sadness brimming in his eyes… until he pulled his Spider-Man mask out of what was left of his gown and his gaze hardened "We're ending this. NOW."

"Then I say go ahead and do what you gotta do. I'll try and draw that thing's fire while you go ahead and do what you gotta do." Sandman shared a long look with Peter, then gave him a single nod and rushed out onto the scene in his sand form, drawing the attention of the dracodroid and prompting it to fire its energy cannon at him, ripping through the scene and causing the sand he was made up of to get scattered instantly… only for a dumpster to hit the dracodroid square in one of its faces, causing it to recoil and let out an electronic roar.

"Yeah no, that's not happening." Spider-Man leapt down onto the scene in his full suit, his gaze hardened with a mix of determination and seething anger, with Ghost Spider leaping down right beside him, and both of them latching onto the two heads of the dracodroid with simultaneous weblines "Here's the plan: One of us acts as a diversion to draw its fire, the other one swoopes up while it's distracted and tries to take the heads off while Sandman clears a path for everyone to get out, then he and Captain Stacy get as many people out of here as we can."

"It won't be easy…" Ghost Spider muttered quietly enough that only he could hear "And we won't be able to save everyone."

"Then we do the only thing we can do: We save as many people as we can, to at least try and make up for the ones we couldn't. Go for it."

"On it webs!" Sandman wasted no time in reconstituting himself enough to take on the form of a large wave of sand that began shoving aside any and all debris in its path, quickly recovering amidst every purple energy beam being fired at him, while also stretching himself enough so that he could shield George and the rest of the evacuating civilians from any potential debris or other attacks, though it didn't stop the dracodroid from noticing them and preparing to fire from one of its mouths… only to be stopped by a web bomb being hurled at its face, exploding and binding its mouth shut with webs… which subsequently caused the head to explode, leaving its remains and a large puddle of mutagen to splatter over the ground, leaving the remaining head to roar in anger.

"Looks to me like Gobby should've kept the muzzle on the overgrown mecha-lizard while you had the chance." Spider-Man got into a stance as he returned to the ground, with Ghost Spider doing the same, though they quickly shared a look with the same thought process running through their minds 'Hit it hard, hit it fast, take it down NOW.'

The dracodroid let out another roar as it unleashed a beam of purple energy from the mouth of its remaining head.

'...Or not, RUN!' Spider-Man and Ghost Spider wasted no time in pulling themselves in different directions with weblines, using their enhanced agility to dodge and weave their way around the oncoming energy beam, until Spider-Man found himself backed into a corner, with the energy beam approaching him as he tried to pull himself out of the way with another webline… only for a large wall of sand to appear in front of him and redirect the beam just enough for him to pull himself out of the way, leaving it to explode almost immediately after and he looked over to see a giant thumbs up made of sand visible in the distance 'God am I glad he's the one on our side now.'

"Spidey now's your chance!" Ghost Spider drew the attention of the dracodroid and prepared to dodge as it moved to fire another energy beam at him… only for a large projectile to suddenly hit it in the back, causing it to burst into flames and roar in pain "What the-"

"Bet you didn't count on someone else wanting to have some fun with this thing."

'What the- I recognize that voice' Spider-Man glanced towards the source, and his eyes widened underneath his mask "Not gonne lie, pretty much nothing has gone like I thought it would… but I definitely didn't expect my partner to get saved my freaking Molten Man."

Sure enough, it was at this moment that Molten Man leapt off the roof of the school building and landed on the ground a short distance away from the Spiders, and he gave a quick two-fingered salute "Hey, been a long time. You know, since uh…"

"The two times when the Green Goblin forced you to try and kill me. Trust me, there's a lot of that going around. How'd you end up showing up here?"

"After the Goblin Nation tried getting their hands on me and my sister and your partner broke us out, we both kinda went into hiding and I worked on getting a better handle on my powers, plus trying to get a grip on how this thing works." he pressed a button on his watch, causing his heated armor to disappear and reveal the form of Mark Allen "Got the fancy watch to thank for me not being under Warren's freaky green thumb anymore, and now I can turn the stuff on and off at will."

"Oh yeah, I did hear a little bit about that. I was kind of… indisposed at the time. Either way I'm just glad you're on our side this time."

"You and me both, especially after…" Mark trailed off and his face fell, and he let out a heavy sigh "Look I don't expect you to forgive me for trying to burn a hole through your skull either time, in and out of prison. I got myself to blame for that and nobody else. I've got a lot of screw ups I wanna make up for."

"In that case, I think we have a pretty good idea of where you can start." Ghost Spider pointed at the burning form of the dracodroid "Can you keep that thing distracted so the two of us can swoop in and blindside it?"

"Works for me." Mark pressed the button on his watch, and his Molten Man armor instantly blazed back into life "Also just gonna throw this out there, I'd scream "flame on" when I do that, but I don't wanna get my ass sued off."

"If it helps, I do know a couple of lawyers you could talk to, and they work pro bono. Well one of them does anyway." Spider-Man told him.

"Pretty sure I know who you're talking about. Anyway go ahead and do what you gotta do, I'll melt this thing's face off no problem."

"Start with the wings so it can't fly away. In the meantime, we got work to do." with that being said, Ghos Spider and Spider-Man locked arms with each other, the former immediately hurling the latter high into the air at full speed.

'Alright, time to burning away the red in my ledger. Hey you overgrown Predacon reject, you want something to fire at? Get a load of this!" Molten Man launched himself forward towards the dracodroid, unleashing a two large balls of lava that struck it directly on the back, burning away what was left of its wings, followed by a burst of flames that quickly burned away at its legs, causing the dracodroid to shriek in agony as it fell to the ground… albeit with the creature's tail backhanding him and sending him hurtling into the stands, burning a gaping hole through them in the process.

"This thing won't be going anywhere, if you're gonna do this then do it now!"

'Aunt May, this one is for you.' LET'S DO THIS!" Spider-Man let out an animalistic roar as he soard down from above at full speed, bursting right through the neck of the remaining dracodroid head and causing it to fly off into the debris while he hit the ground with a mighty crash, leaving him in a small crater from the impact as he spat out a small amount of blood "Okay… remind me not to do that again… Because that hurt like hell…"

"If nothing else I think it did the job." Ghost Spider held out a hand to Spider-Man and helped him to his feet, then paused as she pulled out her cell phone "My dad and Sandman got the rest of the civilians out of there, he and whatever officers are left are trying to lead evacutaions in any area they can… for everyone that's left."

"Then there's only one thing for us to do."Spider-Man was about to web a line, only to stop in his tracks by his Spider Sense alerting him, along with Ghost Spider, to another presence.

That presence came in the form of a small drone-like object emerging from the burning remains of the dracodroid, and presented a holographic image of a familiar green and purple figure, his typical malicious grin plastered across his face "So you both survived, I guess that's what you can expect to happen when you decide to send a beast to do the master's job."

"Big words from the so-called that doesn't have the guts to actually show up and do the job himself." Spider-Man gave a scowl underneath his mask "Here's an idea Gobby, either get your royal green ass down here and face us yourself, or who quit screwing around and tell us what the hell it is you actually want."

"What else I want to help you, one wisecracking masked-warrior to another. You know how that is my dear Spider friends. Or perhaps I should say… Peter Parker and Gwen Stacy?" that was enough to leave both Spiders frozen on the spot, and so he let out a chuckle "Yes I admit I was surprised at first, but the more I thought about it, the more it made sense. You were always so close to my son, always there, and always showing up when you were never wanted. How ironic that so much has changed since our last proper battle, more than one year ago to the day. Now all secrets are out in the open. You gained a new team, along with a new partner. Whereas I have risen into realms of power that I had only previous dreamt would be possible. Not only have I risen to gain become a king, to have whole armies under my command, but I myself am more powerful than ever before. So what do you have to say to that?"

"...You still haven't answered my question." Spider-Man's gaze hardened further as he and Ghost Spider clasped hands tightly "What do you want?"

"A great many things that I am owed, but currently what I want is actually to help you. I know that your companions managed to create an antidote for the Kraang's standard mutagen, which in itself is a fairly impressive feat… But they aren't the only ones who've managed to achieve such a thing." Goblin King gave a smirk as he held something up in his hand: a vial containing a familiar orange fluid "It just so happens that since my contributions to perfecting the mutagen for the Kraang were so substantial, I was able to create the retro-mutagen myself, thanks to my private lab in the Oscorp building, I think you know the place. Of course if you want to get your hands on it, that leaves you with only one option: To put it in simple terms, if you want to turn your dear Aunt May human again, you're going to have to come to me. Oh and I wouldn't delay if I were you. After all, you never really know what can happen in the span of just a few mere moments… be it to her, or to your Scarlet counterpart?" he let out a maniacal cackle as the footage cut out.

"...Just when I think things can't possibly get worse." Spider-Man grabbed the drone, threw it to the ground and stomped on it under one foot, shattering it to pieces, before he turned his gaze over to Ghost Spider "Then he goes and drops that bomb shell."

"Holding both of our identities and the only chance we have of turning May human again, not to mention holding Scarlet hostage." Ghost Spider finished grimly for him "And just to be clear, can I assume we're both thinking the same thing?"

"Probably. You know it's a trap."

"And so do you. The question is, do you really care?"

"Honestly… not even a little bit."

"Good. So long as we're in agreement." Ghost Spider pulled out a cartridge of web fluid and stuck it in one of her web shooters "Then let's go and do what has to be done."

"Right."

"You're going to face the Goblin?" it was at this moment that Molten Man pulled himself out of the wreckage and made his way over to the two of them "Like face to face?"

"If we're gonna end this fast then we have to go to the source." Spider-Man cast a sharp look over at Molten Man "You said you wanted to make up for things right? Then go and help get as many people as you can."

"Got it. Just make sure to give that Grinch reject hell." Molten Man unleashed a burst of flames and launched himself out into the chaos.

"Trust me, that's the plan." Spider-Man and Ghost Spider shared a look and nodded, and then the two of them webbed simultaneous lines and let themselves fly into the New York skyline, the former pulling out his cell phone as he did so 'He said he was at the Oscorp building, over on the Upper East Side, calling the Spider Cycle over to us will get us there a lot faster. You'd better get ready Norman, because we're coming for you!'

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Meanwhile, with the makeshift hideout…

"We are dealing with a massive invasion here! That's right folks, it looks like the aliens are back and have help in the form of the newfound terrorist organization referring to themseves as the Goblin Nation! Soldiers in pumpkin masks are emerging from portals, UFOs are appearing all over the place, and what looks like a giant brain in an exoskeleton is stomping its way through the East Village! Is there anyone that can-" Carlos Chang O'Brien Gambe was cut short courtesy of Kraang Prime firing a stream of mutagen at the camera, causing the footage to cut out.

"That could not have been less promising if they tried." Donnie shared a look with April from where they sat in front of the TV in her apartment "At this point I think it's safe to say we're pretty much doomed."

"This is all my fault. I had to be the one to bring Irma to the Lair and now…" April gritted her teeth and looked away, only to feel Donnie put a hand on her shoulder.

"You can't blame yourself for that April. It's like Mikey said, all you were doing was trying to help a friend."

"Maybe but… I have to find a way to fix this." April pulled herself to her feet as her eyes began burning with a new resolve "I'm gonna find your brothers and Casey, and the Spiders."

"Absolutely not, it's too dangerous. Also I'm pretty sure your dad is close to having a nervous breakdown as it is." Donnie pointed to where Kirby was lying unconscious on the couch, and then the sound of ringing drew him to pull out his T-phone "Okay, looks like we've got some good news and some bad news. The good news is I just got a text from Raph, he and Casey are on their way here."

"What's the bad news."

"They ran into Kraang Prime and now he's chasing them through the streets with a giant tanker of mutagen. So… they might be a few minutes late."

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Meanwhile, with the runaways…

"You cannot run from our wrath Earthlings!" Kraang Prime stormed his way down the street as he continued chasing after Nightwatcher and Casey, spraying mutagen everywhere he came across (which turned people into Kraang-like mutants and various inanimate objects into crystal trees like in Dimension X) in the process "Your entire planet will be transformed and belong to the Kraang!" and cue the maniacal laughter.

"You gotta be freaking kidding me!" Casey was left considerably freaked out as he continued running through the streets with Nightwatcher by his side "Seriously Raph, what in the name of hell is going on?!"

"Turns out the Kraang finally perfected the mutagen." Nightwathcer told him "They want to make the Earth into another Dimension X."

"Woah… that's wicked."

"Wicked?! Are you out of your freaking mind?!" the two of them continued running as various living beings, human and animal, and objects were splashed with mutagen and transformed into creatures and objects from Dimension X… until they found their way blocked off by cars being thrown at them, followed by one landing almost directly on top of them. Once they climbed out, they found Kraang Prime pointing his mutagen hose directly at them "Aw crapbaskets."

"Goodbye worthless lower lifeforms, and prepare to become part of the perfect world Kraang will create!" Kraang Prime was about to spray them with mutagen… only to be stopped by what looked like an exploding projectile hitting him in the back, causing him to stumble and whip around in a rage "What is this?!"

"Earth Protection Force, move in and mobilize! "Get into formation!" as it turns out, a large squadron of armed soldiers and about half a dozen tanks (the EPF) had arrived on the scene and then they all closed on Kraang Prime from various positions, both on the ground and along the nearby rooftops.

"Pathetic humans!"

"FIRE!" and so they began firing on Kraang Prime from every angle with every weapon they had at their disposal, causing him to cry out in pain and recoil slightly.

"Come on, now's our chance!" Nightwatcher bolted upright and quickly yanked Case back onto his feet "We gotta get the shell out of here!"

"But it was just getting awesome!" yet Casey chose to follow after Nightwatcher regardless, and the two of them continued on their way to April's apartment.

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Meanwhile, with the ambush victims…

"Hang tight bro, get back!" Turtle Titan quickly used his kusarigama chain to ward off a barrage of arrows being fired by the Foot Bots, only to see more arrows incoming "Aw shell."

"Mikey get down!" Ronin warded off the barrage of arrows using one of his katanas, and then he shot a glare at where Shredder and the rest of the Foot were watching the scene unfold from a rooftop "Stop hiding behind your Foot Bots like a coward Shredder, get down here and face us yourself!"

"You waste your words Turtle, for the two of you are beneath me." Shredder looked down on both of them with disdain until he gave a small motion with one hand.

"We ain't going down that easy Shred Head!" Turtle Titan moved to charge towards him, only to find one of his arms bound by chains that yanked him towards a nearby fence and a group of Foot Bots began closing in on him, forcing him to launch his kusarigama chain at it to pierce it through the head, and then…

"Mikey look out!" Ronin pulled Turtle Titan away in time to avoid the sword strikes coming through the fence, followed by a group of Foot Bots bursting through said fence and forcing the two of them to fight them off without giving them a chance to draw their weapons, though it came to ahead when one of the Foot Bots managed to kick Ronin in the face hard enough to send him crashing through another fence into a lower level of the construction site, separating him from one of his katanas in the process.

"Evidently they see no way to escape their situation." Tatsu turned his head towards Shredder "If you wish it sensei, I will be more than happy to finish them."

"No. Not yet." Shredder's gaze darkened as he looked down at Ronin and Turtle Titan "Right now, all that I desire is to see them suffer. Foot Bots. Converge!" and that was all the Foot Bots needed to hear before they charged towards Ronin and Turtle Titan.

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At the same time, Splinter was making his way through the sewers in an attempt to regroup with the others, only to come across Leo's discarded dagger, followed by a group of Kraangdroids appearing and cornering him. Fortunately he soon received backup in the form of Leatherhead, who agreed to help him in searching for the Turtles, and so the two of them went on their way to continue the search together.

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Meanwhile, with the ambush…

"Booykasha!" even without his kusarigama chain, Turtle Titan wasted no time in ripping through one Foot Bot after another using his standard nunchucks, even managing to use one to rip off the head of a Foot Bot trying to get Ronin from behind "You good bro?"

"Get down!" Ronin leapt over Turtle Titan's back in time to stop a Foot Bot trying to sneak attack him, using his remaining katana to stab it the face and sent it hurtling into the pit below… only for one of the Foot Bots to recover slightly and use its sword to cut away at the wooden platform they were standing on, causing it to give out and sending the two of them hurtling down into the water below them with a mighty splash,

A moment passed before Turtle Titan burst out of the water gasping for air, dragging Ronin's wounded and exhausted form out with him "You… You good bro?"

"I… I think so." Ronin grabbed hold of his retractable sword and pulled himself back to his feet as he levelled a glare at where Shredder and the others were looking down on him, with Turtle Titan doing the same "Come at us… Let's end this."

"So be it. Now you may finish him." Shredder gave the order, and that sent Tatsu, Fishface and Razhar pouncing towards them, dealing them a swift and brutal barrage of kicks, punches and slashes of swords and claws, until…

"That… is… IT!" Leo let out a snarl as he grabbed Fishface by his breathing apparatus in the middle of a kick and used it to throw him hard enough to send him crashing into one of the walls of the hole "No more!"

"We're ending this!" Turtle Titan tackled Razhar over the back and held firm in spite of attempts to shake him off, giving Leo the chance to deliver a brutal kick to the chest that sent him crashing to the ground in a heap "Right here!"

"AND RIGHT NOW!" Leo let out a roar of pure rage as he hurtled towards Tatsu, ducked under a slash of his katana and dealt him a powerful uppercut kick to the jaw "DO IT!"

"BOOYAKASHA!" Turtle Titan let out a roar of his own as he landed a roundhouse kick directly to Tatsu's face, blowing his mask off and sending him crashing to the ground, leaving the two of them panting heavily… only to suddenly notice the shadow of a figure standing behind him, prompting him to turn around until…

"MIKEY!" in less than a second, Ronin had appeared in front of Turtle Titan… just in time to take a direct slash from Shredder's claws, causing him to cry out one last time before he fell to the ground in an unconscious heap, leaving his T-phone to fall to the ground a short distance away.

"LEO!" Turtle Titan didn't waste any time as he whipped out a cluster of projectiles and hurled them at the group.

"You waste your efforts freak!" Tatsu slashed through the projectiles with his katana… causing them to erupt in a flash and a large cloud of purple smoke, leaving him in a coughing fit, and once the cloud dissipated both Turtles were nowhere to be seen "Kuso…"

"Si we know, we all hate it when they do that." Fishface rolled his eyes as he picked up Leo's T-phone and looked over at the Shredder "He got a message from the loud purple on, they're waiting for him in the home of the O'Neil chica. If I were a betting pez that's probably where the idioita is headed

"Bait them out and destroy every last one of them." Shredder gave the other and sent the others on their way, whereas he made his way out of the hole and smirked underneath his mask at who was waiting for him "So you come at last, Hamato Yoshi."

Sure enough, Splinter was kneeling over the form of a destroyed Foot Bot and picking up Turtle Titan's discarded kusarigama, along with one of Leo's katanas, and his gaze hardened with fury as his eyes locked onto Shredder "Where are my sons?"

"I take him like I took your child so many years ago." Shredder let out a chuckle, and then he and Splinter charged at each other to begin their awaited rematch.

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Meanwhile, with another long awaited confrontation…

"It shouldn't be too long now." the Goblin King gave a smirk as he made his way down into the main entrance area of the Oscorp building "Let's hope he hasn't forgotten how to crash a party while I've been on sabatical."

"OSBORN!" it was at this moment that Spider-Man and Ghost Spider came bursting through the front door of the Oscorp building on the back of the Spider Cycle and slid it to a halt as the two of them leapt off the back and immediately pounced at the Goblin King, only for him to leap directly over their heads and land directly on top of his Goblin Glider the very instant it appeared.

"Well now, isn't that a neat little entrance of course, everybody loves a good homage to Akira after all. Of course I still say mine is better." he jerked a thumb toward where the chaos could be seen erupting throughout the city "Still though I give yours a solid 7 out of 10."

"Cut the crap Goblin." Spider-Man let out a snarl "We're ending this here and now."

"Why my itsy bitsy spider friend, you look a little upset." Goblin King's grin grew wider as he ducked under the shots of impact webbing being fired at him "Looks like someone is a little bit quick to the trigger, and here I thought-" that time he was met with Ghost Spider latching onto his glider with a webline and yanking him to the ground, whereas Spider-Man leapt up behind him, grabbed him by the neck and used the opportunity to yank his mask off.

"Not in the mood for games Norman, not this time." Spider-Man threw the Goblin mask away and leapt back to the ground next to Ghost Spider "You try to tear the city apart so you can rule over it, then you show back up and try to burn the whole place down. And after what you did to so many people… to my Aunt May… You're not getting away with any of it. With any of the things you've done."

"Always with the familiar connections. It's only when those are involved that you stop cracking the stupid jokes and start actually taking things seriously." Norman rolled his eyes and gave a malicious smirk "You say that I'm not going to get away with the things you've done, but do you want to know the poetic irony in all of this Peter? So much chaos and destruction in the name of my conquest… And not a single bit of it would be possible without you."

"Don't even try to put this on him." Ghost Spider levelled a glare at Norman "I know where you plan to go with this, trying to pin it on him for taking you down last time. Trying to twist things around like that will never work."

"Ah but you're mistaken Miss Stacy, for this is actually the truth. The allies I've made, all of the connections I've formed across dimensions… None of it would be possible." Norman let out a dark chuckle as he pushed a button on the gauntlet he wore, causing a compartment in the floor to open up… revealing a cage that housed seven familiar figures, all of them being bound by a strange green substance.

"You've gotta be kidding me…" Ghost Spider and Spider-Man looked on in particular horror as she recognized the prisoners in the cage 'Eddie, Uncle Mac… all of the Sinister Seven, and Scarlet Spider too… Did we just get them out of his way by beating them?'

"That's just the most recent example that proves my point, while also giving me the chance to see how my Gobwebs work to keep dogs tied down. Also to ensure they're as non-conductive as I've been led to believe, if Electro is anything to go by. But back to the real business. "For you see Spider-Man, you did defeat me after our last battle, quite soundly too as much as it pains me to admit. You hurled a pumpkin bomb into the engine of my glider and sent me careening into a water tower filled to the absolute brim with them. That's where you thought the story ended. It turns out that gaseous doses of Globulin Green did more for me than make me stronger, smarter and more agile. They managed to make me durable enough that I managed to survive the blast you sent me careening into, albeit barely. Even then I likely should have died just from being left there, given that everyone else, you included, assumed I was dead. But I suppose you chould call it a moment of good fortune that a certain someone found me before that could happen."

"Let me guess, one of the Kraang took you home and kept you as a pet?" Spider-Man asked dryly.

"Actually you're remarkably close. The supposed greatest spy in any dimension as he likes to call himself: Kraang Subprime." that was enough to make both Spiders visibly stiffen "Yes, I see you're familiar with the name at least."

"Figures you'd be in league with a piece of shit like him." Eddie let out a snarl from his place in the cage.

"And I have him to thank for that. Subprime, or Irma as he's known in his human disguise, took me back to one of their bases hoping to dissect me and study my enhanced anatomy, intending to use it to further their attempts to perfect their mutagen in this dimension. But it was thanks to this that I was able to revive myself and attempted to escape, as many others had, except I was much more… let's go with chaotic than they had bargained for. I slaughtered so many Kraangdroids in my escape attempt that I lost track, until Subprime himself decided to come after me. Granted I was alive but still weakened from my previous battle, so the fight had to end in a standstill, but not before Subprime was lost an eye. I could see the rage in his one good eye, he wanted to kill me, to make me suffer for that… but he knew how to put reason over his emotions. He decided that it was better to have me with the Kraang than against them, especially when a famous businessman supposedly returned from the dead with knowlege of a potential alien invasion. To put it in simple terms, it would not have ended well for them."

"So you basically blackmailed them into an alliance with you."

"I didn't have to utter a single word, he came to that conclusion all on his own. Though I did make several points in favor of a partnership between myself and the Kraang. After all, with my background as a ruthless businessman, brilliant inventor and gifted chemist, I could advance their own ambitions at a rate they could only dream of. I myself learned a great deal about them too… and learned what it means to truly be what the Kraang proved themselves to be: a glorious conqueror." to that end he pushed another button on his gauntlet, which resulted in the building shaking violently, sending surges of pink energy through the surrounding area… and then the moment came when the Oscorp building began to take on a new form, in the form of a giant skyscraper towering over much of the city, also causing even greater mass panic and destroying the landscape and structure throughout the surrounding areas "As an aside, if you'll recall there was a time when I planned to construct a new Oscorp R tower. Now with the Kraang's own technology at my disposal, I managed to repurpose Oscorp's headquarters to be just that. Truth be told, I always thought it was time for some remodeling."

"Yeah yeah, hilarious even without the mask." Spider-Man rolled his eyes "Just had to sell out the human freaking race to get one."

"And I have you to thank for it, and the Kraang as well. At first I thought that I could use them to reclaim my hold on the city, and to get revenge on the one that nearly put me down like a dog… but then I began to think big picture, and as I've come to learn, it really doesn't get any bigger than the Kraang. They really do have quite the impressive track record. Countless worlds conquered, a multitude of civilizations crushed under their under their heels. To put it as someone your age likely would, joining them really was just a no-brainer. As such, with my discrete guidance, the Kraang began to move throughout the city over the past year and make their invasion plans. They were intending to just conquer Earth as their own, but then I was granted an audience with Kraang Prime, where I to him posed a simple question: Why claim just one world as their own, when they could have ALL worlds as their own? And that is exactly what I myself intend to do, albeit with some help."

"This is absurd." Vulture gave a scowl from within his cage "I knew you were a snake Osborn, but now you're just a monster."

"Save your preaching you old buzzard, it won't do you any good. And yes, that's what I actually call you, so maybe this time you can remember it." Norman rolled his eyes and turned his gaze back towards the Spiders "As I was saying before an annoying buzzard decided to interrupt, from this new fortress I intend to rule over not only this world, but all worlds. And I began taking the steps to make that happen, admittedly taking inspiration from some of my former rival crime lords to make that happen."

"What's that, bleach your skin and make yourself look like the Slender Man? It'd be a hell of an improvement over what you have going with the face." Spider-Man gave a smirk under his mask and caught Ghost Spider in a quick fist bump.

"Admiteddly the thought did cross my mind, if for no other reason than to ensure nobody would be able to recognize me outside of my own organization. But no. As much as I hate to steal from the competition, seeing how I intend to be original, I decided to make an exception here."

"Yeah, just the one time." Garganlet out a snort as he managed to position his hand just enough to cover Vulture's mouth before a tirade could begin.

"While I do prefer the most direct approach towards accomplishing a goal, I decided to do what my former fellow crime lords did with their wall-crawling pest problem and make sure he was distracted long enough to keep me from fulfilling my plans. To that end, I redrafted many of my former foot soldiers, or pumpkin soldiers as I'm sure you would call them, courtesy of a little good will present from your Turtle allies."

"What the shell is that supposed to mean?" Ghost Spider shot a Look at him.

"In case you weren't aware, your Turtle companions, along with the Sandman and the Devil of Hell's Kitchen encountered one of the Kraang's older experiments in the form of a mutated former Nazi referring to himself as Swarm. Well after he was killed in that conflict, I was able to take hold of his remians and reverse engineer the parasitic venom with which he was able to take control of others, in order to recruit others to the Goblin Nation's cause. It really is much more effective than taking control of them with a simple implant that could easily be ripped out at any time. With them at my command, I set about my own ambitions as the Kraang went on in their attempts to conduct their own invasion plans with the Technodorme. Of course I was aware that a certain Spider-Man would likely intervene and be the hero, because he just can't help himself in that regard. And so when the time came to launch the REAL invasion, rather than the Kraang, you would have the Goblin Nation to thank for ushering the city, and the world as a whole, into a new era. My forces would be doing the invading, albeit with resources and weapons that were provided by the Kraang, and a bit of added assistance from Kraang Prime himself. I'm sure that you're familiar."

"Yeah, we've met." Spider-Man noted dryly "He tried to freaking eat me, says a lot about the company you keep."

"Perhaps, but they serve their purpose. As I was saying, barring some intrusion by Kraang Prime, this invasion is almost entirely conducted by the Goblin Nation, while the Kraang themselves, with a few small exceptions per an agreement made with a third party, would conduct invasions of various other worlds, forming alliances with other supposedly villainous organizations in the name of furthering their own goals in those regards. This also serves another purpose, such as leaving other teams of so-called heroes away from Earth and unable to assist with the current conflict."

"In what regard exactly?" Spider-Man let out a snarl.

"I'm so glad you asked." Norman let out a chuckle as he leapt over to where his mask had dropped to the ground and promptly put it back on "You may find this difficult to believe, but many other heroes aside from yourself have ties that extend beyond your world. The Shi'ar Empire for existence, serving to lure away one Charles Xavier and his lapdogs, or the more well known planets throughout the galaxy, such as the planet Xandar or Knowhere, or the Kree and Skrull empires, and even the gem of the night sky in the form of Asgard, the eternal city. Don't expect any help from outside Earth either, they'll be a little… preoccupied."

"Like you'll be when we pound your face into the ground." Spider-Man wasted no time in reloading his web shooters with new cartridges "There's still plenty of heroes on Earth that have no problem stopping you."

"I wouldn't count on that. And I have you and Oswald over there to thank for it." he jerked a thumb over at Doc Ock, earning a scowl that he promptly ignored "You see, while you two and your little clubs were fighting with each other like a pack of children on the playground, I took the liberty to take the Avengers out of the picture." that was enough to earn stares of disbelief and horror from everyone present "Don't worry they aren't dead, but scattering them across the 10 dimensions should prove more than sufficient enough to keep them out of the picture long enough for my ambitions to come to fruition. So much for Earth's Mightiest Heroes coming to the rescue."

"You're forgetting about right in front of you. You're in a room full of people that don't have any problems with stopping you in your tracks Gobby."

"Stop me eh? Oh I happily expect you to try, but I can see a demonstration of my power is in order. Observe." he pressed a button on his gauntlet, causing a large cannon to emerge from the top of the tower and fire a beam of purple energy… straight at Avengers tower, obliterating it in the fiery explosion that followed for everyone to witness, much to their horror "So how do you like me now?"

"I should've known." Doc Ock gave a scowl "We were so focused on removing each other from the equation, we failed to see what was working right in front of our eyes this whole time."

"Well you know what they say big man, those who fail to understand history will be doomed to repeat it. It worked with you and the other crime lords last time, so why not now?" the Goblin King let out a chuckle "So again I ask, who's going to come to your rescue now?"

"How about ME!" in an instant, Scarlet Spider forced himself free of the green bindings he was in, pounced at the Goblin King and kicked his glider out from under him, forcing him to land on the ground, and then Scarlet followed up with a swift barrage of punches and kicks "For all my life, all I wanted was to make you proud! To please you! To try and prove to you that I was worth something! All of the horrible things I've done, you made me do! You said we were going to make the world into something great!" he moved to let another fist fly… only for the Goblin King to catch it with ease.

"I didn't make you do anything boy. You chose to do that." Goblin King rolled his eyes "And to put it frankly, I would have said anything if it meant you did what I wanted you to do like a good little soldier, seeing how it's what you were made for. Hate to break it to you kiddo, but you've been duped. I wanted to create a perfect son, one who I could pass my teachings onto to, but in the end I see Project Arachnid was a failure after all." he gave a wicked smirk "But I did learn one very important bit of information that I have you to thank for."

"What the shell are you going on about now?" Spider-Man tensed up visibly as he shared a look with Ghost Spider.

"Did you ever stop to think of just how I figured out who you really are? Did it ever occur to you that I learned the truth because someone told me? It's thanks to your Scarlet counterpart that I've come to know who you really are… Peter Parker and Gwen Stacy." that was enough to make a tense silence fill the air, as their expressions turned to horror.

"...Wait, Peter Parker and Gwen Stacy? Like from ESU?" Electro looked up at him 'But that means… Holy shit…'

"Well well, it looks like I spilled the beans." Goblin King let out a chuckle "Yep it's true, all that I know of you two now is thanks to your new baby brother over there."

"So… now you know." Spider-Man looked over at Scarlet Spider, only to see him turn his head away from them in what looked like shame, to which shared a look with Ghost Spider, the two of them shared a nod, and then he levelled a glare towards Ghost Spider "He made a mistake. Lord knows I've made tons of mistakes since I became Spider-Man. And I'm not the only one." he cast a look over at where the Sinister Seven were bound, Eddie in particular "But better to make mistakes than to be a bloodthirsty psychopath who only cares about himself."

"And here we go with the big hero speech." Goblin King rolled his eyes "Pretty sure at least half of the people here couldn't care less about being a hero right about now."

"Maybe not. But I can think of everyone here that wants to kick your ass, even if it means they have to work with us." Spider-Man turned towards the prisoners in the cage "Any objections to that?"

"For once, I fully agree." Doc Ock gave a smirk of approval and cast a glance over at the rest of his group "I believe that's your cue Kraven."

"Understood doctor." Kraven managed to rip the gob-webs off of him with his claws and then proceeded to do the same to the others one by one, until every member of the Sinister Seven was free.

"Electro!"

"Way ahead of you doc." now free of the gob-webs, Electro unleashed a small surge of electricity that that caused Doc Ock's arms to snap into life, the same with Eddie's exosuit and Vulture's wings, while Scorpion reactivated his suit and he and Kraven got themselves ready for the fight ahead.

"Never thought I'd be happy to see these guys free and powered up, but I guess there's a first time for everything." Spider-Man gave a smirk and turned back towards the Goblin King "Got anything to say about that?"

"Actually I do. Alright boys, time to show them what they've won!" Goblin King gave the call, and in an instant five familiar purple-colored portals appeared.

"Sorry to keep you waiting." the Jackal stepped out from one portal, followed by three other figures from the other portals, one hulking and grey, one humanoid and blue, and one in a suit of armor.

"Let's see here. In addition to the majesty before you, we have the Jackal, the Rhino, Hydro-Man and the ever talkative Beetle. But wait, there's more." Goblin King let a wicked grin spread across his face as he turned to the last portal "Just wait until you see who the mystery guest is going to be."

"Enough with the games Goblin, just bring him out already." Spider-Man's glare hardened further, the same with Ghost Spider, only for them to give way to shock when they saw who came out "Harry…?"

Sure enough, Harry Osborn himself stepped through the portal and came to a stop right next to the side of the Goblin King, his expression unreadable "No. Not Harry." he pushed a button on the watch on his arm, and in an instant he was encased in a familiar orange and silver suit of armor, complete with the mask over his face "The Hobgoblin."

'No… Harry couldn't… he wouldn't…'

"I think I win again for best reveal." Goblin King let out a cackle "Looks like we both have a few more new friends than we thought. The difference here is that mine aren't blind to what true power can bring you, and they don't fear those possibilities. Too bad the same can't be said for you two."

"You don't know us like you think you do Norman."

"Don't I? I know how you've been trapped this whole time, fighting some holy moral mission, because great power brings great responsibility. Pathetic." Goblin King turned his gaze towards the rest of his group "All this time I've been watching you. Struggling to have everything you want, while the world tries to make you choose. Gods don't have to choose. We take what we want." to that end, he pulled out a pumpkin bomb in one hand and a few razor bats in the other hand, with Jackal readying his gauntlet, Beetle readying his armor and Hobgoblin readying his flame sword "Now let's have some fun." and so the group charged forward.

"Osborn will not win this day! Let us go forth and TRIUMPH!" Ock made his own call that sent him and the rest of the (formerly) Sinister Seven and Scarlet Spider charging forward, meeting many of them in the hectic clash that followed.

"Oh yes, this is going to be FUN!" Goblin King let out a wicked cackle as he dealt Spider-Man a swift fist to the gut hard enough to sent him hurtling back into a nearby wall, albeit being forced to dodge the ensuing fight between Vulture, Scorpion and Beetle, as well as Electro, Eddie and Hydro-Man.

"Harry that's enough, stop this!" Ghost Spider on the other hand found herself being forced into fight agianst Hobgoblin "You don't have to do this, it doesn't have to be this way! You don't have to let your dad control you like some puppet like the rest of them!"

"That's where you're wrong." Hobgoblin ducked underneath a barrage of impact webbing and managed to land a fist to Ghost Spider's chest hard enough to send her hurtling back "The rest of them don't have a choie in this. I do, and I made it." to that end, he pulled out his flame sword and pounced at her, only for her to roll out of the way and use a webline to yank his legs out from under him, though he quickly rebounded and tried to stab at her with his flame sword, grazing the torso of her suit but barely missing her "I knew this was gonna happen the minute I found out my dad was still alive, after my mom's funeral… and when he told me of what he was planning."

"You… You knew all this time?" Ghost Spider halted her next attack momentarily from the shock she felt, only for her Spider Sense to alert her to a barrage of missiles heading her way courtesy of Beetle, managing to avoid the missiles themselves but the minuature explosions resulting wound up sending her flying, giving Rhino the chance the chance to charge head first toward her and headbutt her square in the back hard enough to send her tumbling to the ground.

"Gwen!" Spider-Man tried to rush over to her side, only for the Goblin King to grab him by the ankle and subsequently smash her into the ground, followed by Hobgoblin hurling a barrage of razor bats at him, though he was able to rebound in time to avoid any real damage, but parts of his suit ended up being shredded "Harry?"

"Don't bother trying to appeal to me or anything. You already saw first hand how well that worked out for her." Hobgoblin quickly used his flame sword to burn through the barrage of impact webs being fired at him, and then began forcing Spider-Man back with a series of strikes and another barrage of razor bats "For so long all I wanted was to make my dad proud, to make him actually see my worth. Now I finally have the way to do that." he hurled out a series of pumpkin bombs, resulting in deafening shrieks and a cloud of green gas, giving him the chance to maneuver through and try and stab him in the back, literally "Now I'm someone actually worth respecting, someone who's about to show everyone who ever looked down on me, anyone who ever turned their backs on me, just what I'm really capable of when I put my mind to it!" he pushed through and tried to stab him with his flame sword… only to be met with a burst of purple energy blasting him in the side hard enough to send him hurtling across the room, knocking his face mask off in the process.

"Yeah, and you guys think I'm the deviant piece of shit." Eddie rolled his eyes as he held out a hand to Spider-Man and helped him to his feet "But at least I'm not selling out the entire world to an alien race to feed my screaming. Shut up Pete, I know what I said."

"Oh believe me, the irony isn't lost on us." a burst of electricity sent both Spider-Man and Eddie flying across the room amidst the chaos, courtesy of the Jackal "But the problem is with your generation is that they think the world is black and white. Maybe at one time, but the world itself is changing. The rest of the universe is taking notice of us, and soon it's going to come down to a single question: Would you rather be the conquerors or the conquered? Personally I prefer to be on the winning side."

"In principle perhaps, we can agree on that." a metal tentacle suddenly grabbed Jackal by one of his arms and crushed one of the electrical gauntlets he wore, courtesy of Doc Ock "But at that point it becomes the question of the conqueror, or the conqueror's lapdog? Case and point, Mr Smythe I believe you know what to do."

"Consider it done doctor." Smythe pushed a few buttons on his tablet from his place on Scarlet's back, which in turn caused Beetle's armor to shut down and bring him to his knees in the middle of firing more missiles.

"And when it comes to the conqueror or the lapdog, I choose to prefer the former."

"Oh yes, you and your wonderful personality really know how to make a name for yourself don't you?" Goblin King let out a cackle as he slammed both hands into the ground, unleashing a powerful surge of electricity that sent everyone flying, with Doc Ock, Vulture and Kraven being sent careening out the window and everyone else being sent hurtling across the room. With his opposition downed for the moment, he made his way towards Ghost Spider's downed form and prepared another burst of green energy…

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Meanwhile, on the ground level…

"Remember to cordon off any areas you have to, protecting and evacuating civilians is our first and only priority!" George Stacy wasn't wasting any time in leading all able officers in focusing on evacuation efforts of civilians amidst the chaos, only to pause briefly when he took notice of a powerful surge of green energy coming from above them 'That can't possibly be good…'

"Captain Stacy." one of the officers drew his attention towards where the figures of Doc Ock and the others were sent careening down from the tower and towards the rooftops "Is that…"

"I can only imagine that's where the Goblin King is… Which means that's exactly where the Spiders need to be… Gwen, please be safe up there…'

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Meanwhile, with the temporary safe haven…

"Mr O'Neil, Kirby wake up!"

"Wha-" Kirby's snapped open and he bolted upright as he felt water being splashed over his face, and then he noticed and Donnie and April sitting by his side "Oh god I just had the worst dream, the Kraang were trying to invade again!"

"Well as far as that goes, we have good news and bad news…" Donnie and April shared a look, and the former glanced back at Kirby "The good news is that the Kraang aren't invading New York right now."

"Oh. What's the bad news?"

"Um… the Goblin Nation is invading, armed to the brim with Kraang tech." and that was enough to make Kirby whimper in terror, to which Donnie cringed visibly 'Ooh boy, is this what it feels like to be Mikey? Cause it sucks.'

"Guys!" it was at this moment that Nightwatcher and Casey burst into the apartment and the former took off his helmet to reveal the face of Raphael "We gotta get moving, Kraang Prime is stomping this way armed to the freaking brim with mutagen."

"Raph!" Donnie was the first one to rush over to him and pull him into a hug "Never thought I'd say this but… it's good see you."

"Yeah, you too bro."

"Casey!" April on the other hand caught Casey in a tight hug "God I was scared something happened to you guys."

"Something almost did, and it's gonna if we don't get the shell moving."

"We can't just duck out without some kind of plan." Donnie told him "Not to mention the fact that Leo and Mike are still out there."

"Hold up, what?!"

"It's kind of a long story but-" April was cut short by the sound of her T-phone ringing, which led her to pull it out "It's from Mikey, he says "open a window now" in all caps."

"Why do we-" Raph was immediately cut off by two figures being flung through the window and sent crashing to the floor of the apartment "Nevermind. Leo! Mikey!"

"I'm okay bro… I'm fine." Turtle Titan wiped away some dried blood and pulled himself to his feet, albeit while cradling Ronin's unconscious form "Leo not so much. He's still breathing, but I'm pretty sure they cracked his shell. Or it was the broken glass. It's why I asked you guys to open a window."

"They being…?"

"We got ambushed by the Foot, I tried to get Leo away from them but…"

"Enough running Turtles, come out and face your fates!" the voie of Tatsu drew the attention of the group to where he, Razhar, Fishface and a large group of Foot Bots were waiting outside the apartment "We know you're in there."

"But I couldn't shake them." Turtle Titan immediately leapt upright as Foot Bots began storming into the apartment from the window and the doorway, with Casey tackling the ones coming in through the window.

"Get back!" Donnie immediately hurled his staff at the Foot Bot in the doorway and pierced it through the skull, giving, Nightwatcher and April a chance to rush outside, carrying the injured form of Leo with them… only to find Razhar waiting for them on the street "Aw shell."

"I'm going to enjoy this." Razhar barred his claws and prepared to pounce, until…

"This one is for my brother!" a couch was suddenly hurled out the apartment window, earning a yip as it crushed him on the spot, courtesy of Turtle Titan as he and Casey leapt out the window to join the rest of the group, hurtling a barrage of smoke bombs at Tatsu and the rest of the Foot as they did so "Let's go!"

"Hurry, this way!" Kirby rounded a corner and led the rest of the group down an alley to where a certain vehicle was parked… that being a hippie van.

"...Okay seriously, what the hell are we looking at right now?" Casey asked dryly.

"This bad boy is my old party wagon from back in my hipster days, pretty groovy." Kirby let out a chuckle as he held up a piece sign… about three seconds before he was doused in mutagen, courtesy of Kraang Prime as he rounded a corner, laughing maniacally all the while.

"Dad! Oh come on, not again!" April was left horrified as she and the others leapt into the party wagon, carrying Leo in with them "Somebody floor it!"

"Way ahead of you!" Casey started up the party wagon and immediately slammed on the gas as hard as he could, just in time to avoid another stream of mutagen from Kraang Prime.

"You won't escape from me!" Kraang Prime tried to lunge for the party wagon, only for it to steer into an alley and escape from his grip, to which he let out a snarl "I'll get all of you soon enough!"

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At the same, Splinter and Shredder continued with their awaited rematch, with the latter calling the former weak while he stayed strong due to his anger. Splinter was quick to counter by saying that anger burns quickly, though this doesn't stop Shredder from throwing him against a crane and causing a set of pipes to be dropped on his back. Shredder then prepared to drive one of his blades between Splinter's eyes, only for Leatherhead to burst through a wall and grab him in his jaw, attempting to crush him to death. However, Leatherhead breaking off to check on Splinter gave Shredder the chance to blindside Leatherhead and sent him crashing through the hole in the lower level of the construction site, enraging Splinter to the point where he freed himself and went on to tackle Shredder into the pit, sending them both hurtling into the sewers.

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Meanwhile, with the runaways…

"Okay we're good, we oughta be safe here for now." Casey brought the party wagon screeching to a halt in an abandoned alleyway "Anybody got some kind of plan?"

"I got one, we actually do something." Nightwatcher leapt out of the van, with April and Donnie following his lead "For starters we gotta go track down Splinter."

"We gotta find Pete and Gwen too." Turtle Titan pointed out "But what about Leo? We can't just leave him here."

"We can't move him around either."

"Actually he can stay with me." Casey told them "I'm gonna head back out and see if I can find my family."

"Got it, but we meet back at this spot by sundown. Got it?"

"Got it Raph, see you soon." and Casey sped off without another word.

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Meanwhile, with the team on team battle…

"Oh yes, you and your wonderful personality really know how to make a name for yourself don't you?" Goblin King let out a cackle as he slammed both hands into the ground, unleashing a powerful surge of electricity that sent everyone flying, with Doc Ock, Vulture and Kraven being sent careening out the window and everyone else being sent hurtling across the room. With his opposition downed for the moment, he made his way towards Ghost Spider's downed form and prepared another burst of green energy…

"HEY!" a mechanical green tail suddenly wrapped around the Goblin King's torso and stopped him in his tracks, courtesy of Scorpion as he picked himself up off the ground "Now listen here you filthy Grinch reject… you lay a hand on my niece… and I'll drive the tip of my tail through your goddamn skull!"

"Is that what you think? Well not the arachnid I was expecting to run through like a hot knife through butter, but not altogether unpleasent. Let's see how this goes." Goblin King stuck a hand down on Scorpion's tail and unleashed another surge of electricity, causing Scorpion to scream in pain as he was electrocuted and promptly sent hurtling across the room until he crashed to the ground in a heap.

"Uncle Mac!" Ghost Spider managed to rebound and rushed over to Scorpion's unconscious form, and then she shot a furious Look at Goblin King "You… You monster…"

"Oh just wait, you're going to be next." Goblin King leapt towards Ghost Spider and prepared to fire another attack, when…

"BOOYAKASHA!" a red and blue blur in the form of Spider-Man slammed into Goblin King's side and dealt him a sharp kick with enough force to send both of them hurtling out the window of the tower, followed by grabbing him by the arm and hurtling him back into the tower through one of the concrete walls, sending him tumbling to the ground, and then he proceeded to use a webline to launch himself at Goblin King's downed form and sent them careening through several more floors of the tower.

"Come on, we gotta to help him!" Ghost Spider was about to web a line to swing out and join the ongoing fight, only for her Spider Sense to alert her at the last second to a barrage of razor bats, forcing her to maneuver through mid-air to avoid them.

"That's enough of that." as it turns out, Hobgoblin (minus the mask) was the source of the razor bats, standing at the edge of the tower by the broken window… and holding Smythe out it by the throat "Not a big surprise, you've got the spunk you always did. A lot of… I don't know what it's called, chutzpah or something. But this ends now."

"You think you scare me?" Smythe glared at Hobgoblin with utter defiance "I'm not going to bow to dogs like you, not after what you took from me!"

"We'll see about that, depending on whether or not you can fly without the hoverchair, which I have to admit is actually really cool."

"Harry stop!" Ghost Spider leapt to the ground in front of Hobgoblin and lifted up her mask to reveal the face of Gwen Stacy "Harry please, you don't have to do this. You don't have to do whatever he wants. You can make the choice for yourself. You can choose to walk away."

"I already chose. That's what you don't seem to get." Hobgoblin lifted off his helmet to reveal the face of Harry Osborn, his overall expression slightly solemn but still firm "And don't waste your time Gwen, I already got that whole speech from Peter months ago. He approached me at my mom's funeral, and he told me that we could choose the kind of person we want to be. I made my choice."

"But you can choose to walk away from it. Please… don't do this."

"...I'm done listening to you" Harry steeled himself, and then he let his grip loose… which ended up causing Smythe to drop out the window.

"NO!" Gwen launched herself towards the window, only to be stopped by a pumpkin bomb being thrown to the ground in front of her and Hobgoblin attacking her with his flame sword, prompting her to weave around the attacks and land a swift yet furious barrage of punches and kicks that pushed him further and further back towards a wall "I trusted you! I gave you a second chance! I thought you changed! I thought you were my friend! You betrayed me! You betrayed all of us!" and then she launched herself forward at full speed.

"I know what I-" Hobgoblin didn't get to finish before Gwen slugged him across the face full force, causing him to recoil, though he managed to recover and tried to slash at Gwen with his flame sword, only for her to burst upwards and avoid the strike with ease, to which he cast a look over at the others "Don't just stand there, get her!"

"About time I get to squash a spider!" Rhino tried to charge at Gwen with his horn being pointed forward, only for Ghost Spider to slam her foot directly into his exposed face, causing him to crash to the ground in a heap and leave him bleeding heavily.

"Dammit, someone do something!"

"Typical, now stand back and let a superior mind take care of this." Jackal took a step forward with his claws barred and tried to attack Ghost Spider, only for her to land a roundhouse kick to his chest and a swift yet brutal uppercut fist to the jaw before he was able to defend himself, with him being sent hurtling to the ground in a heap almost instantly, followed by a barrage of web shots pinning him where he stood.

"What the-"

"That oughta hold him at least for a few minutes." it was at this moment that Scarlet Spider made his presence known on the scene, swinging back into the tower with Smythe being slung over his shoulder.

"Dammit!" Hobgoblin let out a snarl "You had to be the hero didn't you?"

"I can tell you forgot about me, guess it helps you guys didn't pay much attention to the one you call a failure."

"Then let me show you why the Goblin King called you a failure to begin with!" Hydro-Man let out a roar as he hurtled towards the two of them at full speed… only to be met with a burst of purple energy that sent him hurtling backwards, followed by a blast of electricity that left him stuck on the ground, leaving him in a gelate-like state.

"Oh yeah, teamwork is a hell of a thing." as it turns out, Eddie and Electro were the ones to take down Hydro-Man and promptly engaged each other in a fist bump, and then the former turned his gaze toward Gwen "Better get down there, I think your partner needs you. We'll handle this one from here."

"R-Right." Gwen quickly pulled her Ghost Spider mask down and gave Eddie and Electro a single nod, then webbed a line and swung her way out of the window.

"Time to get to work then."

"Well well, it seems that more than just the Spiders have the gift." Jackal ripped himself free of the webbing and leapt back onto his feet, then made his way over to stand by Hobgoblin "Which is all the more reason why we can't and won't let our opposition live."

"Go ahead and try it." Eddie readied himself and met Jackal's charge with his own, and Scarlet Spider prepared to do the same with Hobgoblin.

"Yeah, we're not going down without a fight." Electro was about to join the fray as well, only to pause as the noise in his ear piece drew his attention "Doc is that you, are you okay?"

"Fortunately I'm fairly alright myself Electro, the same with Vulture and Kraven. We were forced from the tower, so I don't think it wise to try and rejoin the battle at this time. You and the others need to make a proper retreat when you get the chance."

"Wait, you mean run from the fight? I thought we had the whole united front thing going with the others."

"As admirable as such a stance can be, I've observed enough so far to know that this battle in itself is already lost. All that can be done now is ensure that we will not be slaughtered outright by the forces of the Goblin."

"In that case shouldn't we try to stick together?"

"Such a tactic holds too great a risk. For the time being, we must disperse in order to avoid being capture… or execution. But rest assured, I do intend for us to regroup and launch our own counterattack when the time is right. As of right now, survival is our only priority."

"I… I mean that makes sense, I just… I didn't think it was gonna come to this."

"Nor did I, or any of us I'm sure. But as the great Winston Churchill showed in his evacutaion of Dunkirk in World War II, there are times when you must retreat and lose a battle, in order to win the overall war."

"...We'll meet up with you when we can Doc." and so Electro cut out and turned his gaze back to the battle unfolding, unleashing a surge of electricity as he did so.

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Meanwhile, with the search team…

"Sensei! Sensei are you in here?!" Nigthwatcher and the others made their way back into the Lair and looked around, only to find Splinter nowhere in sight "Dammit, no sign of him."

"He's not here." April made her way over to the others "I can't sense him anywhere."

"Great, for all we know he probably went off trying to look for us. This officially sucks."
"Trust me Raph, we know." Donnie picked up the wedding picture from Splinter's shrine, and then he looked over at the others "We don't have a lot of time, everyone go and gather one meaningful thing you want to take with you. First we find Splinter, then we find Peter and Gwen, and then… we have to get out of the city."

And so they split up to gather one sentimental item of their choosing

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The angry one's choice…

'Only one thing… I think I know my pick…' Nightwatcher routed through his stuff in his room, until he came across a certain picture that made his gaze soften 'Whererver you are right now, I just hope you're safe Spike…'

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The smart one's choice…

'The irony of it all… this place has always been my safe haven… I never thought I would have to run from it…' Donnie cast a look around his lab as he filled his tool box with various medical supplies and other small items from his desk, and then he looked over at the other work station and swiped a few small red and black objects that he stuck in the tool box 'Maybe the others can make use of the new web shooter models we've been working on.'

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The party guy's choice…

'It's kind of weird to think… but home can't really be home anymore…' Turtle Titan's face fell as he cast a look around, until he looked over at Splinter's room and something caught his eye in the form of a scroll, which he promptly picked up 'Well… not like I can pick any other stuff that isn't pizza… and if it helped Gwen, maybe it can help out Leo too…'

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And now for the meet up…

'I have so many memories here… we all do… To have to leave…' April's expression was solemn as she cast a look around the common area of the Lair, memories flashing before her eyes… until she suddenly placed a hand to her temple in pain "Oh god, my head again…"

"April what is it, what's wrong?" Donnie and Nightwatcher were quick to rush to her side "Are you okay?"

"I can sense Splinter… he's not far from here… We have to go."

"We will as soon as Mikey shows up, what the shell is keeping him?"

"I know I'm sorry, I got a little held up." Turtle Titan made his way out of the kitchen with a scroll in one hand and a cooler in the other, and covered in scratch marks "I'm ready."

"...What the shell happened to you?"

"Somebody had to get Ice Cream Kitty out of the freezer, I had to stick her in between a couple of frozen pizzas. Turns out she's way more territorial than we thought."

"Yeah well… whatever, let's just to get Splinter."

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Meanwhile, with the long awaited rematch…

"Every time I see you in battle, you prove your greatest drawback." Goblin King caught a fist from Spider-Man and used a burst of green electricity to send him crashing through a wall "It really is pathetic."

"Try saying that after taking one of these!" Spider-Man used a webline to rip a door right off its hinges and hurl it at the Goblin King, only for him to bat it away with ease and land a sharp kick to Spider-Man's chest, sending him hurtling to the ground "You're strong enough to have it all, but too weak to take it."

"We're not too weak to take you down!" this was when Ghost Spider appeared on the scene as she landed on Goblin King's shoulders and began landing a series of swift and brutal fists to his face, though this did nothing to stop him from cackling maniacally and hurling a pumpkin bomb at her as he threw her off, resulting in a deafening shriek and green explosion that sent her crashing through the floors and down to the next level.

"Ghosty!" Spider-Man burst through the windows of the tower and swooped down through the windows of the next one to get to her "You okay?"

"I've… been better." she lifted up the bottom of her mask and spat out some blood "But I've also been worse."

"Good enough for me. He's stronger now, way stronger than before." Spider-Man took a few heavy breaths "We… We gotta come up with some kind of plan."

"Here's the plan: You both suffer!" Goblin King burst through the ceiling and grabbed both of the Spiders by the throats, then proceeded to slam both of them tthrough the ground beneath him of one floor after another, until they came crashing to the ground in the tower lobby, with him holding both of them by the throat "You know what your greatest weakness is? For such big strong spiders… you're both too soft. It's going to be the death of you."

"Not today… Not with you!" Spider-Man raised his head with enough force to deal the Goblin King a brutal headbutt, enough to make him recoil only slightly and damage his mask but also enough to knock an orange vial out of his suit and leave it to roll away… and then he got a look at the Goblin King's veins pulsing with familiar green energy "What the… Did you…?"

"Use the mutagen on myself? My own version of it at least yes, it was what I had to do in order to bring myself back to full health after our last little spat." Norman gave a scowl at the memory, but quickly composed himself "I managed to enhance it and alter it to my specifications courtesy of the Green, though it was a much longer process than I wanted it to be. But thanks to it, I've grown to a level of strength I had only dreamt of."

'There they are…' what the combatants didn't notice was that during the conflict, George Stacy had pulled up in his car outside of the new Oscorp tower, and as he got close to the scene with his gun in hand he noticed the orange vial lying on the ground a short distance away 'I recognize this… Gwen told me about this, the retro-mutagen that they made to cure Peter when he was stuck as the Spider monster… And based on those markings on the Goblin's face… If this could work on him…'

"Believe me Peter, this in itself is a moment I've dreamt of for far too long." Norman's smirk grew wider as he tightened his grip on Spider-Man's throat, holding Ghost Spider down next to him to keep her from interfering "Do you really expect me to simply kill you? To grant you the mercy of a swift death? I think not. When suffering is owed, death will NEVER be a sufficient payment. You take revenge on the one who took everything from you, make them suffer in ways they could never imagine, and make them beg for the mercy that is death. And you watch as the fear chokes the life out of your prey."

"OSBORN!"

Norman whipped around just in time to see George Stacy pounce at him and slam the orange vial against him, causing him to cry out in pain and release his hold on both Spiders as he backed away, with the green glow from his veins disappearing a series of burn marks across his face becoming visible "So, trying out the retro-mutagen on me are you Captain? I'd call it noble if it wasn't signing your own death warrant. That won't work on me…"

"I think those burns on your face would tend to tell a different story." George wasted no time in holding up his gun and preparing to fire.

"Perhaps, but I don't need the mutagen to put you down like the loyal lapdog you prove yourself to be time and again."

"It's called protecting and serving something other than yourself, something you never cared to understand."

"Dad… go…" Ghost Spider lifted herself off the ground enough to look him in the eye "Dad you have to go… please… The city needs you…"

"I am a police captain, but I'm also a father." George's gaze hardened as he levelled a glare towards Norman "And I would rather die than let a monster like you lay another hand on my daughter."

"Funny you should mention that." Norman pointed a single finger forward… just as his glider came bursting through the front doors of the building and striking George square in the back and sending him tumbling to the ground amidst the rubble.

"DAD!" Ghost Spider immediately leapt to her feet and got into a stance, with Spider-Man doing the same.

"Like I was trying to say before…" Norman let out a chuckle as he leapt onto his glider and put a new Gobin King mask on"A cunning warrior does not attack the body nor the mind. If you wish to truly destroy your enemy, then you have to attack the heart: In this case, every last person that you ever cared about. If what happened to daddy dearest over there is anything to go by, I'm going to rip away everything you love piece by piece, and that's just the beginning." and on that note, he hurled a single pumpkin bomb towards them as he turned his glider around and flew away from the scene.

"NO!" Ghost Spider leapt at the pumpkin bomb and tried to grab hold of it… with it slipping from her fingers just before it exploded, sending a sizable chunk of the ceiling crashing down around them.

Moments passed before Spider-Man managed to pull himself out of the rubble and shook off some of the disorientation "Gwen…?"

"Peter, I… I'm here…" Ghost Spider managed to lift herself up out of the debris and the two of them shared a brief hug, until another thought struck her "My dad, where's…?"

"I… I think I see him." Spider-Man used his webs to pull some chunks of concret and rubble out of the way, revealing George Stacy lying amongst the debris and wreckage… and a giant red puddle underneath him, along with a puncture wound in his kidney 'Oh no…'

"I'm okay, he just… just caught me when my back was turned…" George let out a cough "But listen to me… both of you… Pete… Gwen…"

"Okay…" Spider-Man and Ghost Spider slowly pulled off their masks, revealing the true faces of Peter Parker and Gwen Stacy, respectively "We're right here…"

"Peter… I've watched you since you first started out as Spider-Man… At first I thought you were problematic… being a vigilante… but I came to see all the good you've done… the lives you've saved… You told me what your Uncle Ben said to you… and it rings true… You were given a gift… both of you were… You were given great power… and with great power… there must come great responsibility… Never forget that…"

"I never have… I never will… Neither of us will." Peter took Gwen's hand in his and gripped it gently.

"Remember… my daughter loves you more than anything in the world… Be good to her… Do for her the things I couldn't…"

"Dad don't say that!" Gwen lifted George's head so they could look each other in the eye, with tears brimming in hers "Daddy…"

"I'm sorry… I know I've always been busy… I've made mistakes… I couldn't help you in the times you were hurting most… But you persevered… you grew stronger… I just wish that I could've gotten to see it… To see you grow… into the confident and compassionate… beautiful and brilliant young woman… that I've always known you were meant to be… That your mother knew you were going to be… You have what it takes… to be so much better than all of us… Just keep going forward… Show the world… what we've always known… And no matter what happens… I will always love you…" and with that, he took one final breath, and then he fell completely still.

"Dad…? Daddy…?" Gwen watched as the light completely faded from George's eyes, and she let her tears flow freely "Daddy… Please, can you just wake up and talk to me please…?"

'Dammit…' Peter gritted his teeth and clenched his fists as tears brimmed in his eyes… only to be distracted from this by the sensation of his Spider Sense going off, a splint second before a thunderous crash erupted outside the tower.

"Huh, so it looks like he had to duck out and leave the rest of us to do the actual work. Sounds about right for a king to me." as it turns out, Jackal was on the ground outside and preparing to make a move on the Spiders, only to be stopped by a red and blue blur appearing from above and stomping him into the ground.

"I have to admit, that was way more satisfying than it should've been." Scarlet Spider leapt back a short distance and cast a look insider, though his face quickly fell when he got a look at the two Spiders mourning over George's body, but he quickly steeled himself "Listen guys we don't have much time, you have to get out of here! Me and the others can hold him off!"

"R-Right." Peter quickly put his Spider-Man mask back on, prompting Gwen to silently do the same with her Ghost Spider mask "We gotta go, now!"

"There's no time, go and we'll regroup or something later! We need to-" Scarlet Spider whipped around to face them just as his Spider Sense sounded… but not before the sound of a loud squelch caused his expression to turn to dread, and she looked down to see something piercing through his chest.

As it turns out, the source of that weapon was Hobgoblin with his flame sword, though his overall expression was solemn "I… I didn't want it to have to come to this." and then he hurled a single pumpkin bomb forward.

"Scarlet!" Spider-Man was left to look on in horror as he watched Scarlet collapse to the ground with blood pouring from his wound, but before they could get to him the pumpkin bomb ended up exploding and brought down much of the remaining foyer, forcing Spider-Man and Ghost Spider to retreat from the scene, albeit in silence, while the former pulled out his phone 'Guys, wherever you are please just be safe… We can't afford to lose anyone else today.'

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Meanwhile, with the search party…

"I can sense him, he's this way!" April continued leading the group through the sewer tunnels until the sound of voices reached them.

"Now I will tear you to pieces, just as I should have years ago!" Shredder was still continuing his assault against Splinter in a storm drain, albeit blocked off by bars that the group was unable to get through.

"Master Splinter!"

"Hm. So the children have come. It is only fitting that your sons are here to see you fall by my hand."

"Go, you must leave this place!" Splinter continued blocking Shredder's attacks, only to receive a knee to the jaw that made him stumble back slightly.

"Come on sensei you can do this, we know it!" Turtle Titan tried to encourage him, with the others echoing him.

"Stay back my sons, this is my battle!"

"And it will be your last! Once you have fallen, your sons will be next to perish!" Shredder fended off Splinter's attacks and threw a small smoke bomb at Splinter, blinding him for a brief moment and giving Shredder the chance to pounce at him for a follow up attack.

"You… will not… HARM MY FAMILY!" Splinter steeled himself and placed his hands together in a seal as he he lunged forward, making contact with Shredder and unleashing an enormous burst of pressure that sent him hurtling through a wall with a loud crash. With that done, he turned his gaze toward the others "Now quickly, we mut find a way to get out of here before we are found." he was about to make his way over to the others… only for Shredder to recover and strike him in the back of the head, knocking him out cold.

"This battle is over rat, and I have won." Shredder picked up Splinter's body as his gaze turned toward the nearby drain, to which he opened the flood gates.

"Sensei no!" Donnie and the others could only look on in horror "Don't do it!"

"You waste your words Turtle. I have spent a lifetime awaiting this moment, and now is when my nightmares of his arrogante face will finally end!" with that said, Shredder threw Splinter into the storm drain and let his body be washed away, much to the horror of the others.

"SPLINTER!" Nightwatcher shoved the others aside and grabbed onto the bars as he levelled his gaze on Shredder, filled to the brim with pure hate "You… YOU FUCKING MONSTER!"

"Hm… Scream as you like. I have claimed my victory, and there is nothing you can do to change that." Shredder merely grabbed his injured arm and took his leave of the scene without another word.

"I'LL KILL HIM! I'LL FUCKING KILL HIM!"

"That's enough Raph, stop it!" Turtle Titan tried to call him off, only for Nightwatcher to turn around and aim a fist at him… but Turtle Titan swooped in and caught Nightwatcher in a tight hug, stopping him in his tracks "It's okay bro, this is sensei we're talking about. He's a master ninja, the real deal. He's gonna be just fine. It's gonna be alright, I swear."

"You… You're right…" Nightwatcher finally relaxed as he returned the hug.

"Yeah… we know you're right." Donnie took a step towards the others, his voice soft "But we have to-"

"No. We don't." April turned her gaze towards the others "We're not running Donnie. Not after that. We're gonna put an end to this, once and for all."

"...Then I know what we have to do. Follow me." Donnie turned on his heel and led the group away from the storm drain.

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Nightfall came, and things were unusually quiet in the city… except for the sound of loud stomping and clanking.

"This is it." Donnie led the rest of the group, now souped up in the Turtle Mech, through the now abandoned streets of New York until they came across a group of pumpkin soldiers "Time to show them what we can really do."

"Now we're talking, let's see them get a taste of Turtle Mech power!" Turtle Titan pulled back as the pumpkin soldiers began blasting at them "Got a plan D?"

"Way ahead of you, April pull that lever to your left and hit the pedal HARD."

"On it!" April pulled the lever in question and stomped down on the pedal, causing the Turtle Mech to stomp on the ground and unleash a small shockwave that blew the pumpkin soldiers off their feet, followed by Nightwatcher forcing them back with a wave of fire from the mech's flamethrower and subsequently dropping a dumpster on top of them.

"So far so good, and to those of us who've dreamt of living like Super Robo Mecha Force, or for the more modern fans, like Voltron Legendary Defender, you're welcome. And they should never have taken that show off of Netflix. Now let's go." and so the Turtle Mech continued on its way until they came to the outside of a certain church building.

"This is it. Shredder's lair. We ready to do this?"

"When are we ever?" and yet the Turtle Mech prepared to advance… only to be stopped by a burst of pink energy hitting the ground in front of them, courtesy of a familiar figure towering over them "Okay, I'm pretty sure we're DEFINITELY not ready for that."

"But we're still going in right?"

"I think you know the answer to that."

"Pull it together guys, we can do this." Turtle Titan was quick to assure them "Super Robo Mecha Force fought way bigger enemies than this and walked out without a scratch. So let's show them what we've got."

"I'm with Mikey on this one. Booyakasha!" Donnie pulled on a lever and unleashed a barrel of oil from the back of the Turtle Mech, hitting the aforementioned figure dead on within the explosion that followed… which only served to piss it off.

"FOOLISH HUMANS!" Kraang Prime let out a snarl as he stomped his way towards the Turtle Mech "Do you think Kraang could be stopped as easily as that? Do you think Kraang could be stopped at all? It was Kraang that found your miserable little planet millions of years ago. It was Kraang that used our mutagen on the monkeys and turned them into you lowly humans to begin with! And it is Kraang that now transforms your world into our own!"

"And it's gonna be Kraang who gets kicked in the shin." Turtle Titan pushed a lever and had the Turtle Mech kick Kraang Prime in the shin… only for nothing to happen, which led to Kraang Prime firing a laser at them from its head piece "I thought that was gonna go different."

"Lucky for us I prepared for that!" Donnie pushed a lever and activated the mech's grappling hook, pulling the mech onto a rooftop before they could be electrocuted and allowing them to go on the run before the laser could strike then, albeit one blast destroying a rooftop before they could land on it and sending them crashing to the ground "Okay… ow…"

"Is everyone okay?" asked April.

"Barely functioning but we're alive and conscious, so it'll have to do." Donnie looked up and saw Kraang Prime round a corner towards them "And it'll have to do a lot faster."

"I'm on it!" April pushed on a level on a lever and got the Turtle Mech back onto its feet.

"Okay, so far so good."

"Not good enough!" Nightwatcher pointed to where Kraang Prime was stomping his way toward them "Seriously Donnie, get this thing freaking moving already!"

"Too late human and Turtles!" Kraang Prime extended one of his mech's arms to grab the Turtle Mech and hoist it into the air directly in front of him "Kraang has had enough games!"

"And none of us want to play with you anymore!" Donnie pulled on a lever and activated the flamethrower, burning Kraang Prime right in the face and causing him to howl in pain and let go of the Turtle Mech, leaving it to crash to the ground "Well we're free… and ow."

"Dude we got problems, the weapons are down." Turtle Titan told him "Any ideas on what we do now?"

"I do have at least one more trick up my sleeve, but it might fry the mech."

"I don't think we have any other choices left." April told him grimly "If it means taking that thing down then I say do it."

"Alright guys, brace yourselves. Readying the electro harpoon!" Donnie pushed on a lever and tapped into the power grid of a nearby pole, causing the mech to surge with electricity "First we have to tap into the city's power grid, and then we-"

"FIRE!" Turtle Titan fired the other harpoon towards Kraang Prime at full speed.

"Goodbye Turtles!" Kraang Prime was about to advance on the Turtle Mech to finish it, only to pause when the harpoon grabbed onto its chin… and then Donnie pushed the button, which then unleashed an absolutely massive surge of electricity that caused Kraang Prime to scream in pain as his suit was overloaded, resulting in a blackout across the entire city, leaving Kraang Prime's exoskeleton to hit the ground with a mighty crash.

It was at this time that the Turtle Mech fell to the ground and began smoking, with Donnie being prompted to shut everything down "I had to shut down the systems, any longer and the thing would probably overload."

"Well on the plus side, look at that!" April's face lit up with joy as they watched Kraang Prime hit the ground, with the other Turtles celebrating at the same time.

"It's over… It's really over!"

"Yes we did it, we actually beat Kraang Prime! Time for a high three!" Nightwatcher held out a hand to the others for a high three… only for it to falter when they saw Kraang Prime climb out of its skeleton and let out a deafening shriek, then hurtle towards them at full speed "Ooh. You know for a minute, I kinda forgot they could all do that. Seriously Donnie, if you're gonna make this thing move then freaking do it now!"

"Don't you think I would if I could?! The whole thing is fried, we've only got one option for us now!"

"Which is?!"

"Abandon ship! ABANDON SHIP!" the group climbed out of the Turtle Mech and took off running just seconds before Kraang Prime pounced on the Turtle Mech.

"You will all suffer for your defiance!" Kraang Prime turned his attention to the actual group and prepared to pounce on them… only to be stopped in his tracks by April unleashing a shriek of her own, and with it a burst of psychic energy that sent him skidding backwards… followed by the sound of an engine revving.

"BOOYAKASHA!" it was at this moment the Spider Cycle burst onto the scene at full speed, with Spider-Man and Ghost Spider on board (with the latter holding onto two duffle bags) and subsequently rammed into Kraang Prime hard enough to send it hurtling away and crashing into a building "Sorry we're late, things got… well a lot happened. You guys okay?"

"DUDE!" Turtle Titan immediately leapt at the two of them and wrapped both Spiders in a tight hug "Holy shell, are you guys okay? I've been trying to get a hold of you for hours. It's been a total batcrap crazy nightmare around here!"

"Trust me, I know the feeling. It's been… a lot." Spider-Man breathed a heavy sigh as he briefly returned the hug "Turns out the invasion started by a freaking robot dragon attacking us during graduation. A lot of people got mutated… including May." that was enough to earn looks of shock and horror from the others "We went to confront the Goblin, try and put a lid on things as fast as we could. It didn't work out that well. Far as we know, Doc Ock and his Sinister Seven probably got scattered to the wind or something, the Goblin King is still out there and way stronger than he was before, and even then… it gets worse…"

"How much worse?"

"He got my dad…" Ghost Spider finally spoke up "He saved us from the Goblin King, otherwise we'd be dead, but… He got him… and he wasn't lucky enough to just be mutated…"

"You… You mean he…?"

"Yeah. He's gone…" Ghost Spider cringed and turned away, with Spider-Man putting a hand on her shoulder to offer some kind of comfort.

"Oh man…"

"Hey guys!" it was at this moment that the party wagon finally stormed onto the scene, courtesy of Casey Jones as he screeched to a halt and opened the doors to the van, along with a shorter female figure sitting in front next to him "You guys need a lift?"

"And just throwing this out there, I call shotgun." the girl told them dryly.

"Yeah that's my sister Angel, found her so thank god. Now get in."

"Way ahead of you." Nightwatcher was the first one in, with the others following after him, and the instant they were all in the party wagon took off, with the Spider Cycle close behind them, leaving Kraang Prime to shriek at them in fury.

'Good god, this is a freaking nightmare…' Spider-Man cast a look around at the mutated people and structures surrounding them as they left the city and made their way onto the highway, and then he rode alongside the Party Wagon and got a look at where Leo lay unconscious in the back of the van "Is he…?"

"He's breathing at least, probably the only good thing we can say right now." Donnie let out a sigh as he covered Leo with a blanket "We got separated and the Foot ambushed him and left him like this. Now I just wished I would've listened to him from the start. If we had left the city like he said, then Kraang Subprime would never have found the Lair and started the invasion to begin with."

"Hold on, Subprime?"

"I led him there." April muttered quietly "All this time my friend Irma was really him, hiding in a disguised droid body. If I hadn't led him there then none of this would've happened."

"...Now I'm kicking myself." Spider-Man gritted his teeth "Eddie and Scorpion was trying to say something to me about Subprime during the whole fight with Ock's group earlier. If I listened to him, we might not be here now… Speaking of now, do we actually have any idea where the hell we're supposed to go?"

"I might have an idea, an old family home of mine upstate in North Hampton. We used to go every Summer when I was a kid. There's nobody around for miles, so we should be able to stay as long as we want."

"Okay, so at least we have some kind of plan." Peter paused and glanced over at Casey "Not to ruin the moment or anything, but if you found your sister… what about your dad?"

"I… I couldn't find him." Casey muttered quietly as he put an arm around Angel "For all I know, he probably got hit with the Kraang stuff."

"Ooh… I know that feels…" Spider-Man pulled the Spider Cycle back behind the Party Wagon and cast a brief glance back at Ghost Spider, only to see her quietly burying her head into his back, so he let out a sigh and continued forward 'You know it's funny… When I first got these powers and became Spider-Man, I never dreamt it would be up to me and a group of turtles to stop an alien invasion… or that I would fail. Now just about everyone in New York is mutated slaves of said alien invasion, May included, and Gwen's dad is dead… and me, Gwen, the Turtles and the others… we're pretty much all we have left. God Uncle Ben, I feel like I could use some of your advice now more than ever… or Splinter for that matter. But I don't see either of those things happening now…'

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What none of the group knew was that as they were forced to go on the run, Splinter was being washed down a sewer tunnel, following Shredder throwing his body into the storm drain. Lucky for him however, he had someone looking out for him in the form of Karai, as she pulled him out of the water and onto dry land. She nuzzled him slightly, causing Splinter to stir, and then she departed from the scene, leaving him alone in the sewer, unconscious.

A/N:

Here it is everybody, the moment we've all been waiting for. The coup de grace, the final act (of season 2), for real this time. The invasion has come, and with it Sugar Honey Iced Tea (for those of you who actually get the reference) has hit the fan as catostrophically as it possibly could, and in so many ways. Our heroes lost, they've been hurt in so many ways, some they may never truly recover from, and they've been forced to go on the run to survive. But they say that one's true character is revealed in defeat, not victory. As for how our heroes cope with this defeat, you'll have to find out next time.

On another note, in this version we've got the Turtles, the Spiders, April and Casey on the run, but we've also got Casey's little sister Angel. Honestly this was the only choice I could see working for who would go with them, and I'll see how we can expand on that come the third season. And trust me when I say there's going to be A LOT to unpack when we get there, but we've got a ways to go before then.

Like I said, the reason I cut these two chapters in half was because I didn't want to risk losing people from how long it was, especially given everything I've show up to this point. It was too big to risk something like that. And seriously, look at all that's happened in this: The Goblin Nation and Kraang Prime are victorious, Leo ended up in a coma, most of Spider-Man's rogues gallery more or less got scattered to the wind in the chaos of the invasion, the civilians (including Aunt May) got mutated into Kraang monsters, and George Stacy was killed in the ensuing conflict. Yeah he's dead, and like others like Foswell or Murakami, he's not coming back. Really does add to the stakes doesn't it? Plus I think I've established by now that I am not afraid to kill off side characters. Captain Stacy is a great character without a doubt, but he isn't the first and sadly he won't be the last.

And just wait, because we have to cover the aftermath of the invasion, for both our heroes and those still remaining in the city. Unlike in canon, I'm not going to just focus on the main group and leave the state of the city up in the air until they make their big return. I've got a few ideas on how to go about that, but you'll have to wait awhile. As much as I hate the thought of this story being put on hold, this is more than likely the last chapter I'll be putting out before the New Year. I have other stories I want to work on, which I really have been neglecting, as ashamed as I am of it, so I'm gonna finally give them the love they deserve. So I'll see you in the New Year with the Invasion: Epilogue. And depending on what you all think, I may put it up on first to see if that idea takes. Until then True Believers, Turtle Power!