Equestria Ninja Girls Bugged Out

by Wildcard25

Rating: everyone
Tags: Science Fiction, Main 7 (EqG), Teenage Mutant Ninja Turtles, Adventure, Crossover, Wallflower Blush, Human, Comedy, Other, Equestria Girls
Length: 32999

The Turtles and Rainbooms are off to the town of Middlington to recover mutagen with the help of a girl who is shall we say... Creepie.

When a Mutagen hoard is discovered in the town of Middlington, the Ninjas and Rainbooms head out there to recover it. All while teaming up with a girl and her entire family... of insects.

Crossover: Equestria Girls/Ninja Turtles 2012/Growing Up Creepie

(If you never saw the cartoon Growing Up Creepie I suggest you do so. You can find them all on youtube under Kabillion Channel)

Published 2021-11-21 04:20:00 UTC
Last updated 2022-10-05 21:24:16 UTC

Out of Town Mission

One night in the town of Middlington, Dr. Lance Pierce was currently roaming around an old abandoned warehouse. He was currently picking insects off the wall and placing them into several bug containers he brought with him.

“Oh, yes, my little friends. You're coming home with me. Yes you are,” the deranged entomologist told the insects while snickering. He looked over to another spot of the warehouse, “I'll look there next.”

He walked over and began looking around for more insects until he saw a bright green glow, “Huh, what is that?” he pulled away some leftover debris to uncover more than twenty canisters of glowing green ooze. He picked one of them up, and looked it over, “What is this stuff?”

He took the cap off and took a whiff of the contents before pulling his head back in disgust, “Ugh! Whatever this stuff is it reeks something fierce!” Suddenly he saw a fly buzz in and flew right into the contents of the canister sipping it. As it started to fly away, the bug started buzzing louder grabbing the attention of the doctor.

He looked seeing the fly land on the ground with green glowing veins growing on its body and started increasing in size. Suddenly Dr. Pierce saw the fly had transformed into a human sized anthropomorphic fly man. He looked at the creature and the ooze back and forth before a sinister grin grew on his face.

The new fly mutant panted while spitting up some acid before standing up and looked at its larger appendages, “What happened? What am I?” it buzzed.

“You my friend, are a miracle of nature!” Dr. Pierce said, as the mutant fly looked at the human.

“Who're you?” it buzzed.

“I am Dr. Lance Pierce, and I see big things in your future.” he said.

“What do you mean?”

“Just help me load all this green stuff to my van, ok?”

“Well, ok.” the fly mutant said, as he started picking up the canisters and brought them outside to the entomologist’s van.

“There we are. And now my friend, you'll be coming home with me. For I have big plans for you.” he told the mutant.

“Do you have anything sweet and sugary where you live?” it buzzed.

“Plenty, and it can all be for you as long as you do as I say.” Dr. Pierce said.

“Well, it beats dumpster diving.”

“Excellent. Come along.” he got the mutant into the back of the van and closed the doors. He snickered to himself, “With this substance I can create an army of super powerful insects and then imagine the possibilities.” he chuckled to himself, before getting into the truck and drove away.

The next day at the Turtles Lair, Donnie was sitting in a rotating chair before a big screen located in his lab. Soon enough the doors to the lab opened and entering was the rest of the turtles, April, Casey, Karai, Shini, Keno, and the Rainbooms.

“Hey, D, the girls are here!” Mikey called.

Donnie looked over, “Hi, girls.”

“Hey, Donnie.” Rainbow greeted.

“Glad you all made it.” Donnie said in relief.

“No big.” Pinkie said with a wave of her hand.

Twilight looked up at the computer monitor, “Wow, where in the world did you get that?”

“Bishop hooked me up with some of their tech. With this new monitor I can monitor threats better than before be it here in the city, at Canterlot City, or anywhere for that matter.” Donnie explained.

“Huh. I wonder if I can get Bishop to spring one for me.” Twilight wondered.

“Did you just invite us out here to show off your fancy new computer?” Applejack asked with a raised brow.

“In a sense, yes,” Donnie confirmed, which resulted in the girls giving him blank looks, “But because it's picked up something I think you should be here to see.”

“So spill, Donnie.” Casey said wanting him to get to it.

“According to the monitor's tracking system. It's pinpointed an abundant supply of mutagen.” the smart turtle explained.

“Mutagen?” Fluttershy asked in concern.

“So where do we find it?” April asked.

“That's just it. The mutagen isn't here in New York.”

“Not here?” Shini asked.

“That's a first.” Spike replied.

“So where is it then?” Rarity inquired.

“I've honed in on the mutagen signature and pinpointed it to this town, Middlington.”

“Middlington?” Karai asked.

“How is it possible mutagen could be there and not in this city?” Leo wondered.

“My theory is New York wasn't the only city the Kraang were stationed in,” Donnie suspected, “If the Kraang have been on earth for thousands of years they had to have been all over and not in one specific location.”

“So they just left who knows how much mutagen in that town?” Applejack asked.

"And who knows how many other towns, or cities, or continents." Mikey began to fear.

“It's a possibility.” Donnie replied.

“Great,” Raph sighed, “Bad enough the Kraang had to make a mess in our city with mutagen, but they left more of it in other places in our world?”

“One thing's for certain we need to find that mutagen and recover it before Middlington ends up becoming a mutant town like our city has been.” Donnie said.

“All of us?” Pinkie asked.

“If there is a lot of mutagen in that town, we'll need plenty of help. Are you girls up for it?” Leo asked the girls.

“Of course we are,” Sunset assured, “Although how're any of us going to manage school?”

“Well, good news for Casey and I is our school is on break this week.” April explained.

“So we got the time.” Casey added.

“That's good for you, but what about the rest of us?” Rarity asked.

“We could always ask Principal Celestia for some time off.” Pinkie suggested.

“Pinkie, you really think Principal Celestia's going to just let us skip school?” Twilight asked rhetorically.

“You never know.” Pinkie shrugged.

“We may as well try.” Sunset suggested.

“You do what you can and get back to us.” Leo instructed.

“Right.” Twilight said, as the girls headed off.

Once they returned home, the Rainbooms went to CHS where they were discussing things with Principal Celestia and Fugitoid.

“Oh, dear. To think more mutagen is elsewhere in this world outside New York.” Fugitoid said in worry.

“Which is precisely why we came to talk to you about giving us permission to skip school, Principal Celestia.” Sunset told the woman.

“Girls...” she began, only to be cut off by Rainbow.

“We know you can't give special treatment, but this isn't for some vacation this is a job.”

“The turtles may be tough, but according to Donnie there's a lot of mutagen there. And the more mutagen means the more chances tons of mutants could result from it.” Twilight explained.

“Girls...”

“If you do this for us, I promise we'll do whatever it takes to make up for any work we'll miss.” Rainbow pleaded.

“Girls!” Principal Celestia spoke up grabbing their attention.

“Yes?” they asked.

“I was actually planning on granting you permission.”

“What? Really?” Twilight asked in surprise.

Celestia nodded, “If our time at Camp Everfree and New York taught me anything it shows you girls play a vital role in keeping the planet safe, be it from magic, mutants, or even aliens. And while it's true I can't give special treatment. I can however see this is of great importance. Therefore I am granting you girls special permission. Provided you still keep up with your school work.”

“You can have our teachers email all our lessons to us while we're in Middlington looking for mutagen.” Sunset said.

“Middlington?” came a voice, as everyone saw Wallflower Blush walk in.

“Wallflower?” Fluttershy asked.

“Sorry if I'm intruding, but I was passing by when I overheard you. You girls are going to Middlington?”

“That we are.” Applejack confirmed.

“Turns out there's mutagen there and it's best we and the turtles recover it before any mutants are born from it.” Rainbow added.

“I see, well, perhaps I can help.” she offered.

“Really?” Twilight asked.

“I've been keeping contact with the keeper of Middlington's greenhouse and they always said if I'm ever in town I should check it out. I can use that as an excuse to come along and maybe help you?” she offered.

“The Rainbooms pondered, before Sunset answered, “Well, we could use all the help we can get so welcome aboard.” Wallflower smiled.

“Think you can spare another student, Principal Celestia?” Rarity asked her.

Celestia nodded, “Very well. Just look out for one another and be careful.”

“Yes, ma'am.” Sunset nodded.

“And if you need backup don't hesitate to call, I'll be glad to come to you.” Fugitoid offered.

“Thanks, Fugitoid. But for now you focus on your classes.” Sunset said.

'Come on, girls, let's pack up and get on the road!” Rainbow cheered, as they piled out of the office.

Fugitoid looked to Celestia, “That was very generous of you to let them go like that.”

“Those girls are special, Fugitoid. And it's clear that wherever there is danger involving the things you've all dealt with they and the turtles are both best qualified to handle it.”

“Indeed so.” Fugitoid agreed.

Later on, the Rainbooms and Wallflower have loaded up the Rainboom Tour bus that was parked outside the school.

“What's keeping the Turtles?” Rainbow asked, as they were waiting for their New York friends to show.

“They said they'd be here asap.” Pinkie remembered.

“And there they are.” Spike motioned to the Shellraiser and Party Wagon driving down the street.

As the two vehicles pulled to a halt, Leo poked his head out of the Party Wagon's passenger window, “You girls all ready to go?”

“We sure are.” Pinkie confirmed.

Mikey poked his head out of the Shellraiser to see them, “Hey, girls. Wallflower, nice of you to be joining us.”

“Thanks, Mikey.” Wallflower replied.

“Come on, team. We better get going.” Sunset said, as the three vehicles drove off leaving Canterlot and heading for the town of Middlington, unaware of what they'll be in for.

Author's Note

Image of Buzzworth done by Ezio1-3

Middlington

After a day of driving, the Rainbooms, and their ninja friends had driven right into the town of Middlington.

“Well, ya'll this is it.” Applejack told the girls and Spike.

“So this is Middlington?” Fluttershy looked out a window.

“Looks like a nice town.” Wallflower admitted.

“Nice or not, there's mutagen somewhere in this town.” Twilight reminded them.

“And we need to find it before who knows what decides to roll around in it.” Rainbow added.

The bus, the Shellraiser, and Party Wagon pulled up side by side, as Applejack spoke out one window, “Hey, Leo. We're here. So what do we do now?”

Leo spoke from the Party Wagon's window, “Let's drive around to get a good lay out of this place. Then we park our rides somewhere and scope out the town on foot.”

Donnie spoke to Raph on his T-Phone, “You get all that, Raph?”

“Loud and clear, genius.” Raph replied.

“Then let's go, dudes!” Mikey called from the T-Phone.

“Mikey get off!” Raph shouted from the other line, until Donnie hung up.

And so the three vehicles continued to drive off into town. As they drove they ended up passing Middlington Middle School.

Inside said school, various pre-teens living in town were busy walking the halls on their way to class or just hanging out exchanging gossip. Among the students that stuck out the most was a short girl with very pale skin, purple lipstick and eye-shadow with large shiny eyes with pink irises, and hair colored in blue, red, orange, pink, and yellow done up in pigtails that were rather short and the left is radioactive yellow and the other is fuchsia. Both hair strands on that and right side of her head are baby blue, and her back hair from her forehead down are red and orange. Her attire included a black dress with pink sleeves and tights with the right arm and left leg having black stripes.

Everyone in school knew her as Creepie Creecher, and this girl had a secret that little to no people knew about. This girl had been raised by a large family of insects since she was a baby. Because of such upbringing it was hard for her to fit in at school, but luckily had friends to help her through it.

Currently Creepie was creeping down the hall, until she happened upon her closest friends such as Budge; a big boy who's actually a big softy, Chris Alice; a very bubbly and active girl in school, Carla; a popular girl who spends too much time on her phone, Melanie; a dim witted girl who much like Carla spends too much time on her own phone, and Harry; most popular boy in school. As Creepie noticed the group looked like they were discussing something big, and decided to check in.

“Did you all hear?” Carla asked in excitement, “The Rainbooms are in Middlington!”

Melanie gasped, “Oh my gosh! I love the Rainbooms!”

“Me too! Their songs are always inspiring!” Chris Alice said all giddy.

“Hey, what's going on over here?” Creepie asked, as she walked over.

“Hey, Creepie,” Budge greeted, “ Someone spotted the Rainbooms tour bus right here in Middlington.”

Creepie raised a brow in confusion, “Who're the Rainbooms?”

The group of kids gasped in shock, as Carla got into her face, “Who are the Rainbooms?! They're only like one of the coolest high school bands ever!”

“Their songs are so cool!” Melanie added.

“Next to the Hissing Roaches, they're awesome!” Budge put in.

Harry nodded, “The lead guitarist, Rainbow Dash, is 20% cooler.”

“I like Pinkie Pie!” Chris Alice cheered, “She's passionate, bubbly, and always tries to make you smile, just like me!” she smiled sweetly which creeped out Creepie.

“I like Twilight Sparkle. She's into science.” Budge said.

“My favorite is Rarity,” Carla said, “She's not only their keytar player, she's a fashion designer. Here's some of her best work!” she showed Creepie photos of Rarity's various outfits on her phone.

“Breathtaking.” Creepie said dryly.

As Harry, and the girls left, Budge spoke to his short gal pal, “Just imagine how cool it would be if we actually got to meet the Rainbooms!”

“Yeah, imagine.” Creepie rolled her eyes.

Later on with the Rainbooms and Ninjas, after parking their rides someplace vacant, they decided to scope the town out. As the humans walked the streets, the turtles were blending in and keeping themselves hidden behind bushes or in trees.

“Finding mutagen in this town's gonna be like finding a needle in a haystack.” Applejack sighed.

“And we're not even in range for my tracker to pick up its signal.” Donnie said while looking at his tracker from behind a bush close to his human friends.

“Combing this whole town's gonna take too long.” Casey grumbled.

“Maybe for you guys, but not for me.” Rainbow boasted.

“Rainbow, not all of us have super speed.” Rarity reminded her.

“And it's best we don't break from the group.” Sunset added.

Mikey who was crouching behind a bench spoke up, “Any chance we can get something to eat? I'm starving.”

“So am I.” Spike barked.

Leo who was hiding behind a bush looked at everyone else who felt just the same, “Well, alright. Let's go eat and pick up the search again.”

And so the ninjas and the turtles continued on with Fluttershy following behind. As they passed Middlington Middle school, the girl suddenly heard a cry for help.

“Help! Gnat stuck!”

Fluttershy hearing that followed the voice and saw a gnat stuck to a piece of flypaper that was covering a tree on school grounds.

“Oh, no!” she gasped.

Creepie who was outside herself heard the call of the insect named Gnat who was her brother, and sighed, “Not again, Gnat.” she scurried over to help him, but stopped upon seeing Fluttershy was already there.

“Your poor little thing! I'll help you,” Fluttershy gently peeled Gnat free from the flypaper, “There you go. You're free.” she smiled at the bug.

Gnat flew around her happily, “Nice girl. Nice.” he flew off.

“Huh?” Creepie raised a brow in confusion, as Fluttershy took her leave, “Strange.” she then shrugged and decided to head out.

The ninja group had arrived at popular fast food take out spot Tiki Chalet, and were sitting outside at a few tables with the turtles wearing coats and hats to hide their appearances.

“You know, this place has some good eats.” Mikey said, as he ate a burger.

“I'll say.” Rainbow agreed, as she ate a fry.

“It's not Antonio's but it's good enough to sink your teeth into.” Keno added, as he took a sip of his drink.

“Where do you think we should look next?” Karai asked Leo.

“Let's do a swing by the park and continue from there.” Leo suggested.

As April was throwing her trash away to the dumpster she was met by a whole horde of flies. She quickly backed away and went back to the group.

“I'll say this much, this town has a lot on insects.” the redhead told them.

“I know what you mean, April.” Fluttershy said.

“How so?” Wallflower asked.

“I just helped this poor little gnat off some flypaper at the middle school,” she explained, “But it's strange though.”

“What is?” Shini asked.

“I didn't even activate my geode to understand the poor insect.”

“You mean the bug actually talked on its own to you?” Rainbow asked in disbelief.

“I guess.” Fluttershy shrugged.

“Maybe your magic's gotten so powerful you don't need to activate it to use it.” Pinkie suggested.

“Sounds possible, but even so we still need to activate our geodes to use our magic.” Twilight reminded her.

“We'll worry on that later, right now we still need to look around to determine where the mutagen could be.” Leo said, as they all decided to finish their food and head out.

So they walked to the park, where Spike was scampering around chasing squirrels and sniffing the place out. The turtles were once again sticking to the trees feeling it was best they get a birds eyes view.

Donnie was looking at his tracker still not reading anything, “Still too out of range.”

“Great!” Raph sighed while face palming, “We might as well be running around in circles.”

“Not everything is always easy, Raph.” Leo reminded him.

“I know,” Raph sighed, as he calmed down, “I just hope we won't be stuck here for weeks like we were in Gotham.”

“Technically by our time we were only gone for a few hours.” Donnie reminded the hot headed turtle who just glared at him.

Close to the group was Creepie who was walking her way home while thinking to herself about Fluttershy, 'That girl actually helped Gnat. Nobody else in town cares much about insects like I do.'

While not far behind her, a hot dog vendor who was passing hot dogs to a couple, accidentally bumped his cart backwards making it roll back having not had the breaks set. And unfortunately it was rolling downhill.

“Oh, no. Runaway cart!” the vendor cried, “Everyone, out of the way!” he called to those in its path.

Several others who were in the carts way moved out of of its path as it rolled past them. And it was currently on a direct course for Creepie.

“Look out!” someone called to Creepie who looked back seeing the cart was coming right towards her.

The Turtles and Rainbooms gasped, as Karai quickly leaped forward, grabbed Creepie, and rolled across the grass. Applejack stepped in and activated her geode and used her strength to stop the cart in place. The ninjas sighed in relief that no one got hurt.

Creepie who was in Karai's arms was shocked that she was almost flattened, but this girl jumped in and saved her. Karai looked at the pre-teen and spoke, “Are you ok, kid?”

Creepie nodded, “I'm ok.”

“That was too close.” Karai said, as she sat the girl down.

“No kidding.” Creepie agreed.

The vendor rushed over to Applejack and his cart, “Oh, thank you so much, Ms.”

“No problem. Though you might wanna make sure the breaks are locked.” Applejack reminded the vendor who looked sheepish, before pushing his cart along.

The Rainbooms and New Yorkers hurried over, “Nice catch, senpai.” Shini commended Karai.

“Nothing to it.” Karai replied smugly.

Twilight spoke to Creepie, “You really should be more aware of your surroundings.”

“My bad.” Creepie said, before she saw Pinkie looking her over before a bright smile grew on her face.

The party Rainboom squealed before rushing over and picked the girl up in a big hug, “You've got to be the cutest kid I've ever seen!" The others looked at Pinkie knowing this was just like her, especially since she loved kids.

“Could you put me down? This is kinda embarrassing." Creepie said sounding uncomfortable.

"Never!" Pinkie whispered, while nuzzling with Creepie who just felt more uncomfortable.

April and Sunset went to their friend, "Come on, Pinkie, let the kid go." Sunset began.

"Just loosen it nice and easy." April added, as they finally got Creepie out of the bubbly girls hold.

"Thanks." Creepie said, while straightening her dress out.

"No problem." Sunset said.

"So what's your name?" Applejack asked.

"Creepie."

"Huh?" Casey asked.

"Come on give us your name." Keno insisted.

"It's Creepie." she replied.

"Darling, your name can't be that bad." Rarity said.

"No-no-no. My name is Creepie. Creepie Creecher." she showed them her school I.D.

"How about that?" Shini asked Karai who shrugged.

"Well, Creepie, I'll say this ya got awesome choice in hair color." Rainbow admired Creepie's hair being a mix of colors.

"Thanks. You too. So who're all of you?” Creepie asked, "I don't think I've seen any of you around before."

"Uh, that's because we're visiting," April quickly said, "I'm April. That's Casey, Karai, Shinigami, Keno, and Wallflower Blush." Each of the allies waved at the girl.

"I'm Sunset Shimmer," Sunset introduced, "That's Twilight Sparkle, Rarity, Applejack, Rainbow Dash, Fluttershy, and you already met Pinkie Pie."

Creepie recognizing her friends talk about such Rainbooms as Rainbow Dash, Pinkie Pie, Twilight Sparkle, and Rarity realized who these girls were, 'So these are the Rainbooms,' she spoke out loud, “Those are some weird names." Creepie said.

"Look who's talking." Rainbow retorted only to be elbowed by Applejack and Sunset.

"What about your other friends?" Creepie asked.

"Uh, what other friends?" Twilight inquired nervously.

"The four friends who are hiding up in that tree." Creepie pointed at the very tree the Turtles were hiding in.

The turtles were shocked and confused, while Twilight laughed nervously, “What're you talking about? We don't have any other friends hiding in the trees.”

Creepie scowled, “I'm not dumb. Besides I know what it's like to be sneaky. Relax, I won't tell anyone since it's obvious these friends of yours are hiding for a very good reason.”

The humans were concerned about what to do, but didn't have time to try and cover up, as the turtles just dropped in while there was nobody else around.

“That's very impressive of you,” Leo admitted, “It's not easy to sense us when we're hiding.”

Creepie looked at the four mutants and double blinked, “Are you turtles?”

“Well, we're not frogs if that's what you're thinking.” Raph replied.

“Why would anybody think you're frogs?” Creepie asked rhetorically, “Whoever would mistake you guys for frogs has to be very incompetent.”

“Yeah we know someone like that.” Donnie admitted while thinking of Spider Bytez despite him knowing what they really are and just refers to them as frogs as a form of mockery.

“So do you guys have names too?” Creepie wondered.

“Yes. I'm Leonardo, and these are my brothers, Raphael, Donatello, and Michelangelo.”

“Hiya.” Mikey greeted.

Creepie continued to look the four up, “What kind of turtle looks almost human?”

“It's because we're actually mutants.” Donnie confessed.

“Mutants?” Creepie asked while looking at the human teens who nodded in confirmation, “That's... wicked.” she smiled.

“You're not the least bit scared of our appearances?” Donnie asked curiously.

“Trust me, I've seen worse and crazier.”

“Seriously?” Casey asked.

“Seriously.” Creepie nodded.

“Crazier than this?” Spike spoke up.

Creepie looked down at Spike and blinked again, “A talking dog?”

“Yeah, that's right. Is that a problem?” Spike asked.

Creepie shook her head, “Not at all.”

“Well, good. Name's Spike by the way.”

“Nice to meet you,” Creepie pat the dogs head a few times, before speaking to the teens, “So where are you all from?”

“New York.” April said, on behalf of her friends and the turtles.

“We're from Canterlot.” Sunset said on behalf of herself, Wallflower, and the rest of the Rainbooms.

“So what brings you all here?”

“It's sort of a long story.” Leo replied.

“Well, let's discuss it at my place.” Creepie offered.

“Your place?” Rarity asked.

“Yes. Truth is I got a secret myself. And since you've already told me about you guys being mutant turtles I feel ok telling you my secret as well.”

“Then lead the way, Creepie!” Pinkie cheered.

Creepie nodded and led the group off with the turtles following from the trees. As they walked Rainbow hearing a sound around them spoke to her friends, “Do you hear that?”

“Yeah. It's the kind of cartoon sound for tip toeing sneakily.” Pinkie noticed.

“And it's coming from Creepie.” Spike motioned ahead at said girl who was making the sound with every step.

“How does she do that?” Fluttershy asked.

“No idea.” April replied, as they followed the pre-teen girl wondering what she had that was so secretive that she was willing to share with them.

Author's Note

Hope you all have a Happy Holiday!

Meet the Family

As Creepie led the teenagers, Spike, and the Turtles down a few blocks, they stopped in front of a tall black metal gate with a freakishly scary mansion on the other side of it.

“Well, this is my place.” Creepie said in a presenting pose.

“You live here?” Sunset asked, while looking up at the building.

“Dudes, it's like something out of Transylvania.” Mikey trembled.

“It's not haunted, is it?” Wallflower asked Creepie in worry.

“Not at all.” Creepie answered.

“If you live in a place like this, your family must be loaded.” Rainbow said in awe.

“Not exactly.” the girl replied, much to Rainbow's confusion.

“You notice how different the weather looks around here compared to the rest of Middlington?” Pinkie asked, as they looked back in the distance seeing the rest of the town still looked sunny and brighter compared to how the weather was around the mansion.

“That is odd.” Donnie admitted.

“Come on.” Creepie said, as she showed them all to the front door, “Before I let you in, I should warn you my family is... different.”

“Kid, my brothers and I were raised by a rat.” Raph replied, making Creepie confused.

“What he means is, family is family,” Leo explained, “So who are we to judge what yours is like.”

“Well, then.” Creepie opened the doors and let everyone inside.

Mikey looked around, “Whoa, it's even scary on the inside.”

“Well, at least it looks habitable.” Rarity admitted.

“I'm home!” Creepie called out.

“Creepie's home!” came millions of small voices.

“She's got to have a big family.” Keno said.

“You have no idea.” Creepie replied.

Suddenly everyone looked at the walls that appeared to be moving, but instead what was covering the walls were thousands of insects that swarmed all around Creepie. The sight of this got everyone in shock while Raph's and Rarity's eyes twitched while trembling.

The two suddenly screamed as they jumped onto a couch wanting to get to higher ground, “We're surrounded by bugs!” Rarity cried.

“It's ok-it's ok!” Creepie called out wanting to calm the group, “Everyone, this is my family.”

The ninjas looked around at all the insects presenting themselves on the floor of the mansion, before Rainbow spoke up in disbelief, “You gotta be kidding me.”

“Creepella, what's going on?” came a male voice that sounded almost like Vincent Price.

Arriving on scene was a mosquito whose wings were wrapped around him making it look like he was wearing a vampire's cape. Accompanying him was a lady praying mantis with long black hair with purplish eyeshadow.

“Mom, dad, I brought some visitors with me.” Creepie told the two bugs.

“Oh, how wonderful. We hardly get visitors,” the mantis woman said, as she looked over at the group, especially the turtles, “Especially one's so unique.”

“Who're these two?” Karai asked.

“My parents.” Creepie answered.

The mosquito flew up to the group, “Charmed and delighted ladies and gentlemen. I am Vinnie; Creepella's father, and this is my charming wife Caroleena.”

Caroleena the mantis jumped over onto a table to see them closer, “Welcome,” she looked to Rarity, “Darling, that outfit of yours is simply beautiful.”

Rarity blushed from the compliment, “Oh, well, thank you. I designed it myself.”

Caroleena looked to the Turtles, “And my goodness. I've never seen creatures like you before.”

“They're turtles, mom,” Creepie explained, “Mutant turtles.”

“Mutants?” Caroleena asked.

“Wow!” came a new voice as Creepie's bros Gnat and Pauly dropped in with Pauly the pill bug speaking, “That's something you don't see every day.”

“Never-never.” Gnat agreed.

Fluttershy recognizing the voice looked at Gnat and gasped, “It's you!”

“Nice girl!” Gnat cheered, as he flew around the animal lover.

“Fluttershy, you know that bug?” Raph asked.

“This was the one I helped free from some fly paper.” the girl answered.

“I appreciate you helping my brother back there.” Creepie told Fluttershy.

“You saw that?”

Creepie nodded, “Gnat and Pauly here are always getting themselves into trouble, and I have to help them.”

Pauly pouted, “Not intentionally.”

“Uh, can we dial it back for a minute?” Donnie asked, “These insects are talking and yet we can all hear them right?”

“Uh-huh.” Pinkie nodded.

“Sure can.” Applejack agreed.

“How is this possible?!” Donnie asked, as he and Twilight started stressing.

“Insects can't talk.” Twilight said in disbelief.

“But of course we can talk, sweetheart.” Caroleena assured her.

“If there's anyone worth talking to that is.” Vinnie replied.

“Or about!” Pauly laughed.

Leo spoke up, “Well, it's nice to meet you all. I'm Leonardo, these are my brothers, Michelangelo Donatello, and Raphael.”

“Ah, named after the great Italian Renaissance painters, I see?” Vinine asked sounding impressed.

“Correct.” Donnie confirmed.

April spoke up, “I'm April O'Neil, this is Casey Jones, Karai, Shinigami, and Keno.” the teens waved.

Sunset spoke up, “My name's Sunset Shimmer, and these are my friends, Twilight Sparkle, Rarity, Pinkie Pie, Rainbow Dash, Applejack, Fluttershy, and Wallflower Blush.”

“It's very nice to meet you all.” Fluttershy said respectfully.

“And I'm Spike.” the dog barked.

Caroleena flew down to the pooch, “Well, aren't you a cute looking thing.” she cooed.

“Thanks, uh, fleas don't live here, do they?” Spike asked in worry.

“Not to worry,” Vinnie said, “Our flea cousins aren't scheduled for a visit months from now.”

“That's a relief.” Spike said with a sigh of relief.

Karai looked down at Creepie, “Creepie, all these insects are your family?”

“Yes. Well, adopted.”

“That makes more sense.” Twilight said.

“We found Creepie left on our door step as a baby years ago.” Caroleena explained.

“The only clue we had was a note telling us to raise the child, but there was no signature at all.” Vinnie added.

“We raised Creepie as if she really were our own,” the mantis continued, “But as she got older we realized she needed to interact with other humans so we sent her right off to school here in town.”

“It wasn't easy but it's all right.” Creepie admitted.

“So how did you all meet our daughter?” Caroleena asked.

“We saved her from being hit by a hot dog cart.” Mikey explained.

“Technically, I saved her.” Karai reminded him.

“You must be incredibly fast, my dear.” Caroleena told Karai.

“Well, I am a trained ninja, like the rest of my friends here.” Karai motioned to the others.

“You're ninjas?” Pauly asked in surprise.

Sunset nodded, “We are.”

“So what is a bunch of ninja teenagers doing in Middlington?” Creepie asked.

“And how did you turtles become this?” Vinnie inquired.

“It's a long story.” Leo said.

“Story!” the bugs cheered as they gathered around like excited children. And so Leo decided to tell them everything.

An hour later, Leo had finally finished, “And that's it.”

“So you turtles were made this way because of this mutagen created by these aliens the Kraang?” Creepie asked.

“That's right.” Donnie confirmed.

"And were raised by a rat mutant who was once a man and a ninja master?"

"Correct." Leo nodded in confirmation.

Creepie looked at Sunset, “You're actually a pony from a land called Equestria?”

Sunset nodded, “I am.”

“And you girls have magic powers?” Creepie asked the Rainbooms as a whole.

“Yuparronie!” Pinkie smiled.

Creepie double blinked, “This is so wicked even I'm surprised. And the whole band is not just a cover?”

“Nah, we're really a band.” Rainbow assured.

“Well, my friends at school seem to love you girls.”

“And who wouldn't?” Rainbow asked rhetorically, “We're awesome!”

“And I can assume you're not just here on a concert tour or something?” Creepie guessed.

“That's right,” Twilight confirmed, “Donnie picked up a signal of a large supply of mutagen here in this town.”

“And it needs to be recovered before someone or something goes playing with it.” Leo added.

“Yeah, we've met a lot of different mutants in New York, and trust me they can be very dangerous.” April said.

“We've even dealt with insect mutants as well.” Applejack said.

“Insect mutants?” Creepie asked intrigued.

“One was an obnoxious spider mutant named Spider Bytez.” Rainbow said.

“Two more mutants included Antrax; an ant mutant that can multiply himself, and Scumbug; a spider beetle hybrid mutant.” Twilight added.

“Even one of our oldest enemies became a mutant house fly, and stayed that way for awhile until we changed him back.” Sunset put in.

“And he wasn't even grateful about it.” Pinkie pouted while crossing her arms.

“We even had to face a few parasitic wasp mutants,” Mikey spoke up, until all the bugs cried in fright before hiding in several places of the mansion, while Creepie's parents took cover. Creepie herself looked mildly disturbed, as the goofy turtle looked around, “What's a matter?”

“Mikey, need I remind you of the pictures I showed you of what a regular parasitic wasp does to other insects?” Donnie asked rhetorically.

Mikey flashed back and recalled how Donnie explained parasitic wasps sting their prey hypnotizing them to look after its eggs, and upon hatching would devour it's guardian. And when he remembered Donnie showing him pictures of what a regular parasitic wasp did to a caterpillar it dawned on him.

“Oh! My bad, 'ya'll.” he told the bug family who came out from hiding.

“We will never allow such wasps into our home.” Caroleena said.

“Indeed.” Vinnie agreed.

“Which is why we need to find the mutagen,” Twilight said, “It can make worse kind of mutants like those ones.”

“Hmm, maybe we can help you.” Creepie offered.

“What?” Shini asked.

“My whole family has eyes and ears all over this town. Maybe we can help you look for this mutagen.”

“Well, I don't know. It can be dangerous.” Leo warned her.

“Trust me, I've seen my fair share of dangers.” Creepie assured the group.

“Danger!” Gnat agreed.

“You're serious?” Raph asked.

“Believe me, she is.” Pauly assured.

“Let me see.” Sunset said, as she took Creepie's arm and activated her magic. She saw through Creepie's memories several times she, her friends, and even her adopted bug brothers get into all sorts of trouble and against bizarre people.

When Sunset let go she spoke to her friends, “She's not kidding.”

“You do believe me?” Creepie asked in surprise.

“I was able to look into your memories thanks to my magic.” Sunset explained.

“I would like to hear more about the magic you girls possess.” Caroleena said.

“But first, how about a tour?” Vinnie offered.

“That would be very kind of you.” Rarity replied gratefully.

“Well, follow me.” Creepie said, as she began leading the group around the mansion and eagerly wanting to get to know them more than before.

Mutant Bug Swarm

At Creepie's home, the girl and her insect family were leading the turtles, the ninjas, and the Rainbooms through the house giving them the grand tour.

Rarity looked around, “You know despite the main occupants of this abode being nothing but insects it still looks in very good shape.”

“A lot better than Mikey's room.” Raph snarked.

Mikey frowned, “Hey, don't diss my room.”

“I can't imagine growing up here your whole life as the only human surrounded by bugs.” Karai told Creepie who looked up at her and answered.

“It's not so bad.”

“I'm surprised nobody's come to demolish this place yet.” Donnie said in surprise.

“What can I say, people just don't wanna bother with this place.” Creepie answered.

“And we make sure any who try to come around to demolish it think twice about doing so.” Caroleena answered.

“What about if someone asks to see your parents, Creepie? After all some teachers have meets with guardians at their homes.” April noted.

“Been there, done that.” Creepie answered, as Caroleena continued.

“Me and my children managed to trick her principal into thinking I was an actual adult with a disguise.”

“And that actually worked?” Rainbow asked in disbelief.

“Surprised me too.” Creepie admitted, as they continued on.

As they walked down the hall, the ninjas noticed a large door with chains around it, “Hey, Creepie. What's in here?” Pinkie asked.

Creepie looked at the door and answered, “That's my aunt Rose's room.”

“Why's it all chained up?” Donnie asked.

“She doesn't like to be disturbed. Anyway, there's more to show you.”

Everyone walked on but Mikey and Pinkie hung back and looked at each other with sly smiles. A few seconds later, everyone except Creepie, herd a door creek open from behind them a looked back to see the door opened and Mikey and Pinkie nowhere in sight.

“Mikey!”The turtles and their allies cried.

“Pinkie!” The Rainbooms cried.

Inside the room that was chained shut, was a long staircase with pipes all around. Both Mikey and Pinkie looked around the dark and dreary room.

“Hello, Aunt Rose!” Mikey called out.

“We're Creepie's new friends and we'd like to meet you!” Pinkie called.

“Mikey!”

“Pinkie Pie!”

The pair turned to see their friends walk in, “Hi, guys.” Pinkie greeted casually.

“What are you guys doing here?” Raph demanded.

“We just wanna say hi to Aunt Rose.” Mikey answered like it was no big.

“But Creepie said she doesn't like to be disturbed.” Twilight reminded them.

“Well, maybe we could cheer her up.” Pinkie suggested.

The others were about to retort when they noticed something and their eyes went wide in horror.

“Sweet mother of mutagen!” Donnie shouted.

Mikey and Pinkie noticed this, “What?” Mikey asked.

“Uh, guys! I think we just met Aunt Rose...” Sunset pointed a trembling finger behind them. The two looked back and froze.

Back in the hall, Creepie heard multiple screams and looked back just as the Ninjas and Rainbooms dash out of the room and slam the door shut, panting in terror.

“The horror! The horror!” Mikey cried.

“And I thought I only saw that kind of stuff in my nightmares.” Rainbow said in horror.

“This is even worse than the nightmare of when every apple in our trees came to life and tried to eat me.” Applejack trembled.

“And I thought the mutants we faced were horrific.” Donnie said traumatized.

“I just threw up in my mouth.” Wallflower groaned while covering her mouth.

Creepie approached her guests and spoke, “Tried to warn ya.”

Meanwhile in the lab hideout of Dr. Pierce, the doctor was standing before a container that had some mosquitoes flying around inside it. He carried one of the canisters of mutagen and smirked.

“Yes, my pretties, you are about to become a new breed of insects.” he told the bugs.

The fly mutant that Dr. Pierce found walked over, “Finally, I'll have some company.” he buzzed.

Dr. Pierce uncapped the canister, and used a turkey baster to assimilate some of the ooze, “Here we go.” he dripped some of the mutagen into the container, as the mosquitoes flew to the little puddle and sucked some in.

The doctor and his fly minion watched the the ordinary mosquitoes started getting bigger. Soon standing before them were ten anthro mosquitoes that buzzed loudly.

“Glorious,” the doctor reveled in his work, “Ok, listen up my minions, I have a mission for you,” the mutant bugs looked at their creator curiously, before he held up a picture of Creepie, “This is your target. You are to find her, and exterminate her. Is that clear?” the mosquito mutants buzzed as if they knew their instructions, “Good. Now go!” the mutants took off out the window, before the doctor turned to his fly mutant, “Buzzworth.”

“Yes, sir?” the fly buzzed.

“Go with them. I want to know how they do.”

“I'm on it!” Buzzworth buzzed before flying off after his fellow insect mutants.

Back at Creepie's home, Creepie, her parents, and their guests were seated in the dining room, until Pinkie and Mikey came out carrying trays of cupcakes, cookies, and pizzas.

“Come and get it!” Mikey called, as all of Creepie's siblings buzzed into the room cheering in excitement.

Before they could chow down, “Caroleena spoke, “Now, kids, what do we say to our guests?”

“Thank you for the food!” the insects buzzed.

“That's better.” the mantis lady said, and soon everyone was chowing down.

As Pauly and Gnat were chewing on a cupcake, Pauly smiled brightly, “Mm, delicious!”

“Tasty!” Gnat cheered.

“Thank you so much for this fantastic meal, Ms. Pie, and Mr. Michelangelo.” Vinnie thanked them.

“Thank you for letting us use your kitchen.” Pinkie smiled.

“You've all been wonderful hosts to us.” Sunset told the bug family.

“It's our pleasure, Ms. Shimmer.” Vinnie replied.

Creepie had a slice of pizza and a cupcake, “These are very good.”

“That means so much.” Mikey smiled.

Suddenly April froze and felt her head, as Caroleena spoke, “April, are you alright? Do you need an aspirin?”

“That's not a headache, ma'am.” Leo replied knowing what that meant.

“April?” Twilight asked.

The redhead kunoichi spoke, “Guys, something bad is around here. Outside.”

The ninjas and Rainbooms rushed outside the mansion with Creepie and her family, before looking up in the sky seeing the ten mosquito mutants and singly house fly mutant flying above.

“Sweet mother of mutagen.” Donnie gasped.

Creepie blinked in surprise, “Ok, that is new.”

“Looks like some mosquitoes have been drinking their blood.” Vinnie gasped.

“Or mutagen.” Fluttershy said in shock.

Up above as the bug mutants flew, Buzzworth was humming the theme of Ride of the Valkyries. When he looked down he spotted Creepie among the group of teenagers, “Ooh, target sighted!” he buzzed excitedly, before turning to his mutant brethren, “Ok, fellas, you heard the doc. Go get her!”

The bug mutants flew downward right at the ninjas, “Spread out!” Leo called, as they all jumped for cover causing the mosquito mutants to miss.

“Where did they come from?” Creepie asked.

“One guess, they took a mutagen bath.” Applejack noted.

“But for this many to have been mutated at the same time?” Shini asked.

“We'll discuss it later. Right now let's take 'em!” Leo ordered, as they drew their weapons, and went on the attack.

Leo swatted his swords at one of the mutant mosquitoes but the bug dodged and swatted him aside. Mikey swung his chucks around swatting at one of the bug hitting it in the head making it whimper.

Donnie and Rainbow were twirling their weapons around as two of the mosquito mutants came at them. They swatted the bugs away, but the two mutants tackled them and tried to stick their sharp noses at them, but the two ninjas moved out of the way and kicked them off.

“Watch out for the noses!” Rainbow called.

“Don't have to tell me twice!” Rarity answered, as she used her sickles to defend herself.

As the ninjas were dealing with the bugs, Wallflower and Creepie watched from the porch, as the small girl spoke, “Man, they're good.”

“Yeah, you should've seen it when they fought me as a demon.” Wallflower said, making Creepie raise a brow.

Suddenly Buzzworth flew down at the two, before Wallflower spun kicked it back. The garden girl whipped out her two Daburu Hidden Knives and shielded Creepie.

“Creepie, stay behind me.” Wallflower told her.

“Ok.” Creepie said, as Wallflower confronted Buzzworth.

The fly mutant flew at Wallflower who swung her knives at the bug. Buzzworth spat acid fluid on the ground close to Wallflower's feet causing her to back up, leaving her open for Buzzworth to fly at her and knock her off the porch and into a bush.

The fly mutant looked to the small girl, “You're coming with me!” he buzzed.

“Who are you?”

“Call me Buzzworth.”

“Buzzworth? Who named you that?”

“My dad did. He actually named me that when I took this for a few days ago.” he confessed.

“So you used to be a regular fly?” she asked.

“That's right, until I drank from this green stuff and turned into this.”

“So why're you after me for?” Creepie squinted her eyes.

“Dad has some unfinished business with you. So be a good girl, and come along quietly,” Buzzworth was ready to grab Creepie who just dodged and avoided the mutant's mandibles, “Jeez, slippery little thing, aren't you?”

“I'm not as helpless as I look.” Creepie smirked.

Creepie kept dodging Buzzworth, until he finally grabbed her, “Helpless enough.” he chuckled, before he was kicked in the face by Karai and April.

Buzzworth stumbled back before Wallflower popped up and grabbed him from behind and threw him over her shoulders into the same bush she fell into. She climbed back onto the porch and joined April and Karai, “You ok, Creepie?” she asked.

“No problem.” she answered.

“That was some impressive dodging.” Karai admitted.

“I took lessons to help Gnat deal with some bullies awhile back.” the girl confessed.

The turtles and Rainbooms tossed all ten of the defeated mosquito mutants into a pile, “Now what do we do?” Keno asked.

“I have a retromutagen spray at the Shellraiser.” Donnie said.

“I'll get it!” Rainbow zipped off, and came back with said spray nozzle.

“Thanks, Rainbow,” Donnie took it and aimed it at the pile of mosquitoes, “Hope you enjoyed your time, fellas.” he sprayed the bugs and the group watched the mutants turn back into harmless regular mosquitoes.

Vinnie flew over to them, “Are you boys ok?”

“I feel really weird.” one of them admitted while rubbing his head.

“Did I get married while I was asleep?” another asked as Vinnie chuckled.

Buzzworth climbed out of the bush and looked seeing his mutant brothers were changed back, “Oh, no. Dad's not gonna like this.” he quickly took flight and left.

Creepie looked back and noticed he was missing, “Buzzworth is gone.”

“He must've freaked and took off.” Wallflower suspected.

“It doesn't make any sense,” Twilight began, “Why would these insect mutants come here?”

“And they looked too organized to be simply targeting at random or in this large of a group.” Donnie added.

“And why were they going after Creepie?” April asked.

Creepie spoke up, “Buzzworth told me his dad helped make him into this and had some unfinished business with me.”

“Unfinished business?” Keno asked.

“Do you owe his dad money or something?” Pinkie asked.

“Not likely,” Creepie answered, “But I have made my fair share of enemies for one reason or another.”

“So who do you know that would create an army of insects and has a vendetta against you?” Leo asked the girl.

Creepie began pacing as she tried figuring it out, until she stopped and gasped, “I think I have an idea of who was responsible for this attack.”

“Who is it?” Rainbow asked.

Soon the group was back inside the house, where Creepie showed them a file of someone, “This guy. Dr. Lance Pierce. A former entomologist for the Middlington Museum of Natural History. He tried to add my mom to his collection. Personally, the guy's not so right in the head.”

“This guy must've found the mutagen before us.” Sunset suspected.

“Well, that's just great.” Raph sighed.

“And with his collection of insect species he could create more than just those mosquitoes.” Creepie added.

“Well, we know who has the mutagen now.” Twilight said.

“Question is how do we find him?” Rainbow asked.

“As I said, my family can search all over, hopefully they can find him.” Creepie reminded them.

Leo nodded, “We appreciate the help, Creepie.”

“No problem. Listen, since it's getting late, how would you guys like to stay here during your time in Middlington?”

“Really?” Mikey asked with a smile.

“It's the least we can do since you've all saved us today.” Vinnie said.

“And our daughter twice.” Caroleena said, while smiling at Karai who smiled back, “And don't worry we'll make sure the guest rooms are clean.”

Leo looked back to his group, “Well, we didn't exactly make plans for where to stay.”

“So we'll take you up on that offer.” Twilight said.

“Wonderful!” Caroleena cheered along with the rest of Creepie's siblings.

Later Karai was speaking to Creepie in private, “Creepie, you've really got some impressive skills.”

“Thanks. With having to constantly help my brothers or friends out of harry situations I've developed survival skills.” the girl replied.

“Clearly, well, as long as your helping us, how would you like to train to be a ninja?”

Creepie looked up in surprise, “Seriously?”

Karai nodded, “How about it?”

“Well, my parents keep telling me I should take up more activities. So, I'm in.”

“Great. Hope you're ready for pain and tears.” Karai said with a sadistic smirk.

“I go to middle school, pain and tears are the least of my fears.” Creepie said confidently.

Meanwhile back at Dr. Pierce's lab, Buzzworth had briefed him on his and his former fellow mutants failure, “Unbelievable! How did you manage to be bested by a single girl?!” the doctor scolded Buzzworth who winced, before explaining.

“Dad, she wasn't alone. She had help.”

“What kind of help?”

“A bunch of teenagers, and mutant turtles too.”

“Mutant turtles?” the doctor asked.

“Yes. I get the feeling they were born the same way I was. And they all fight like ninjas.” Buzzworth explained.

“Oh, no!” Dr. Pierce facepalmed, “It seems I've hit a road block here. But no matter. Where one mutant army failed, I can always make more.” he looked to the rest of the mutagen stash he had and laughed.

To the Greenhouse

One night in a secure location, seated before a table was Dr. Pierce, and on opposite end was another person hidden by shadows.

“So what have you brought for me, Pierce?” the other figure said in a woman's voice.

“Something that will be very beneficial for you, my dear,” Pierce said, as he motioned to Buzzworth behind him. The mutant bug approached and placed a canister of mutagen on the table.

“And what is this?”

“A very special chemical with mutagenic properties,” Pierce explained to the other, “Buzzworth here used to be a regular housefly. But just a bit of this stuff, well, you see the results.” Buzzworth posed for dramatic effects.

“Interesting. I could make very good use of this stuff for my garden,” the buyer said, before stepping into the light to reveal a wrinkled faced red haired woman wearing a purple dress and a red apron, “Thank you, Doctor.”

“My pleasure, Fern.” Pierce snickered, as he slid the canister over to the lady.

The next day, at Creepie's house, the ninjas and Rainbooms were either relaxing or practicing their ninja moves.

As Raph and Leo were sparing, the hothead was grumbling, “I don't understand why we're cooped up in here when we should be out there looking for the mutagen.”

“We talked about this, Raph, we have no idea where it is.” Leo reminded him.

Rainbow was sparing against Sunset, and spoke up, “All we do know is the one who has it is some guy named Lance Pierce.”

“And he apparently has a vendetta against Creepie.” Sunset put in.

“So until we get a lead on his whereabouts we'll have to wait here.” Leo added.

“Or at least until we can go out for some air and food.” Donnie stated while checking his laptop.

“Especially food.” Mikey agreed.

“And at least Creepie's family is generous enough to let us bunk here during our stay.” April said.

Caroleena entered the room, “Pardon me, everyone, but you'll be happy to know Creepie has returned, and she's brought one of her friends with whom she insisted you all meet.”

“A friend?” Twilight wondered, as the group decided to go downstairs to check it out.

Waiting in the parlor was Creepie and Budge who was looking nervous and excited at the same time, “Guys, you there?” Creepie asked as she heard foot steps approach.

“It's us.” came Sunset's voice.

“Come in here all of you. I wanna introduce you to someone.” Creepie beckoned them.

Soon the Rainbooms and Wallflower entered, and Budge's eyes lit up, “Ohmygosh! Creepie, that's them! That's the Rainbooms!”

“Yeah. I told ya.” Creepie replied.

“Creepie, who is this?” Fluttershy asked.

“This is my friend Budge from school.” the bug girl introduced them.

“Well, it's nice to meetcha, Budge.” Applejack said, as she shook the boys hand.

“I'm shaking hands with Applejack,” Budge gasped, “I'm shaking hands with the Rainbooms' bass player!” he managed to let go of Applejack's hand.

“I take it you're a fan?” Sunset said slyly.

“You bet!” Budge answered, “You girls are amazing.”

“We know.” Rainbow boasted.

Budge then noticed Wallflower, “Hey, I know you.”

“You do?” Wallflower asked curiously.

“Yeah. You're Wallflower Blush. I saw an article about you for growing one of the best gardens in Canterlot City.”

“You read the article about me?” Wallflower asked while blushing sheepishly.

“Uh-huh. And you were right to win that award.”

“Well, thanks.”

“Pardon me, Budge, but you do know your friend lives with insects?” Rarity said noticing how Budge wasn't the least bit concerned from all the bugs in the house.

“Of course. But I don't have a problem with it.” he replied.

“Budge is the only one at school who knows my family.” Creepie explained.

“And I ain't one to judge.” Budge added.

“In that case we got some more friends for you to meet.” Pinkie smiled, and soon the turtles and their friends came into the clearing.

Budge looked surprised, “Whoa! You weren't kidding, Creepie. Mutant turtles!”

“Nice to meet you, Budge.” Leo greeted.

“What up?” Mikey asked.

“Nice to meet you guys too,” Budge began listing them off, “Leonardo, Michelangelo, Raphael, and Donatello. And you're April, Casey, Karai, Keno, and Shini.”

“Right on the dot.” Shini confirmed.

“And you really are ninjas?” the boy asked.

“We sure are.” Mikey boasted.

“This has to be the greatest day of my life.” Budge said in joy.

“Just don't go blabbing about us to others, ok?” Raph asked.

“Wouldn't think of it.”

“Did Creepie mention anything about why we're here?” Leo asked.

“Something about looking for this ooze that can make mutants?” Budge recalled.

“Correct term is mutagen, but yeah that about covers it.” Donnie confirmed.

“Dang, and I thought the things we deal with was weird.” the boy told Creepie.

“I know.” the girl replied.

Wallflower checked her phone seeing the time, “Oh, sorry, guys. But I gotta go.”

“Where are you going?” Rainbow asked.

“Remember I came here to Middlington to check out its greenhouse.” Wallflower reminded her.

Suddenly Creepie and Budge's eyes widened, as the girl asked, “The greenhouse?”

“Yeah, I've been in contact with the keeper.” Wallflower answered.

“The keeper?” Budge asked in worry, as Nat and Pauly screamed and his inside Fluttershy's hair much to her surprise, “The keeper's name wouldn't happen to be Ms Fern, by any chance?”

“Now that you mentioned it, yeah. Why?”

“Wallflower, I don't think you should go there!” Creepie warned her.

The ninjas were confused, as Wallflower asked, “Why not?”

“We've been to that greenhouse and, let's just say, it wasn't a pleasant visit.” Budge explained.

Pauly and Nat peeked out of Fluttershy's hair, as the pill-bug spoke, “Especially for us!”

“Yeah, yeah! Scary!” Nat said trembling.

“What's so scary about a greenhouse?” Wallflower asked wondering what had them so scared.

“It's not the greenhouse, it's the keeper, Ms Fern. She's not exactly what you'd call, sane.” the short girl answered.

Wallflower rolled her eyes thinking they were exaggerating, “Look, I've talked with Ms Fern and I don't think there's anything to worry about. But just to be safe, I'll call you guys if anything happens.” she grabbed her back and left the house.

“She's a goner.” Pauly said bluntly as Nat nodded in agreement.

“Creepie, Budge, what's going on?” Karai asked as everyone present knew there was more to what they were telling them.

“What exactly happened at that greenhouse?” Leo inquired.

Creepie sighed and told them, “Well, it all started when Budge and I had to work there as a make up assignment. When we got there, a lady came running out screaming.”

“Then she said to us, and I quote, 'kids don't go in there! It's pure evil!'” Budge continued.

“Oh, my!” Fluttershy gasped.

“Uh, how can a greenhouse be pure evil?” Applejack asked in confusion.

“We didn't know, until we met the greenhouse keeper, Ms Fern. And she reeeally loved plants.” Budge continued.

Creepie spoke, “She made a big fuss when I picked up a potted cactus. She even called it her baby. Then she had us clean all the windows. Which by the way was a lot. And she warned us not to drip any soapy water on her plants... or else, while making a sinister face. While we were cleaning the windows, I heard Ms Fern crying and found out that someone...” she looked at Nat and Pauly, “Or rather two someones, had eaten her 'babies'.”

“You two?” Fluttershy asked Creepie's brothers.

Pauly spoke sheepishly, “Uh huh, yeah, when we heard about the greenhouse, we thought it would be the perfect place to chow down. And even though mom told us not to, we kind a snuck along in Creepie's backpack.”

“Yeah.” Nat confirmed.

“Ms Fern was not happy about that and began spraying toxic pesticide everywhere, saying nobody eats her lovelies and gets away with it.” Creepie pressed on.

“I think she would get along with Poison Ivy.” April said, as Fluttershy and Pinkie nodded in agreement.

“So I hid Nat and Pauly in my backpack, but Ms Fern tricked them into coming out saying she had sugar pie for them.”

“Sugar pie, tasty!” Pinkie said while licking her lips.

“And they fell for it just like that?” Raph asked dryly.

“Yeah, she lured them into room that we discovered was full of carnivorous plants!” Creepie added.

“Carnivorous?” Mikey asked in confusion.

“Plants that eat bugs.” Donnie enlightened him.

“Oh, goodness.” Fluttershy gasped.

“I managed to save Nat and Pauly, but Ms Fern caught me and tried to feed us to a giant man-eating venus fly-trap named Bruno!”

“Good heavens!” Rarity held a hand to her mouth.

“And they would have become part of the plant's dietary supplement, had yours truly not come to the rescue!” Budge boasted proudly.

“Whoa! That Ms Fern sounds crazy!” Rainbow said in shock.

“Forget crazy, she sounds like a total psycho!” Keno replied.

“She would definitely get along with Poison Ivy!” April corrected herself, as the Rainbooms still agreed with her.

Spike looked up at Twilight, “Kinda reminds me of the magical mishap at Celestia's garden, huh?”

“Don't remind me.” Twilight shuddered.

“You had trouble with plants too?” Creepie asked Twilight.

“Our school principal Celestia asked me to take care of her garden while she was away,” she began, “At first things were fine, but then the watering can I was using was infected by stray Equestrian Magic and the plants started growing and coming to life as I watered them. The more they grew the more aggressive and demanding for more water they became. I had to call in Applejack for help. When we turned on the sprinklers the plants turned back to normal.”

“Freaky.” Creepie said.

“That's nothing. We had our fair share with plant related enemies,” Mikey began, “One of our first mutant enemies was this thug named Snake who mutated into a mutant plant from getting doused in mutagen. So I decided to call him Snakeweed.”

“Huh, with a name like snake, you'd think he-” Budge was cut off by Raph.

“Heard it already.”

“Second time was during our stay at April's farm house,” Donnie explained, “The mutagen medicine I had Leo take to recover from previous injuries ended up merging into some soil, and that created a bog-mutant we referred to as 'The Creep'. He absorbed the mutagen from Raph turning him into a plant creature.”

“Yikes.” Creepie gasped.

“Luckily I was able to perform a mutagen transfusion from the Creep back into Raph saving his life and turning the Creep back into swamp goo.” the smart turtle finished.

“Yeah, but fighting that thing wasn't a walk in the park.” Casey reminded him.

“Especially when you're fighting with one broken leg.” Leo added.

“And we have an ally in another dimension who has a plant-based enemy too.” Rainbow explained.

“Who is that?” Budge wondered.

“Batman, and he is an awesome superhero, despite others initial thoughts.” Mikey motioned to Raph and Applejack who scowled.

“And what's his plant enemy like?” Creepie asked.

“I'm guessing it's this Poison Ivy April mentioned before twice?” Budge guessed.

April nodded, “Yeah. According to Batman's files, Poison Ivy or Pamela Isley was a botanist who was obsessed with plants on the same level as your Ms Fern is. Ivy was poisoned with these deadly herbs, but soon discovered she had an immunity to them and all forms of natural toxins and diseases. She started growing unnatural plants which she can control as well as an assortment of toxins and poisons from them.”

“She became a full blown Eco-terrorist wanting to destroy anything that could threaten plants or nature itself.” Rarity added.

“There's being supportive and dedicated to helping nature, but her method is just plain crazy.” Applejack concluded.

“Whoa.” Budge gasped.

“And if Wallflower is meeting with someone comparable to Poison Ivy, then we better follow her and make sure she's safe.” Leo said, as the rest of the group agreed.

“Count us out!” Pauly declined.

“Yeah!” Nat agreed.

“We're not setting a mandible near that place! Those plants almost ate us alive!” Pauly added.

“Good idea,” Creepie agreed, “We'll handle this.”

“Come on, everyone.” Sunset said, as the group headed out.

Meanwhile, Wallflower had arrived at the greenhouse, and walked up to the entrance. Upon walking inside, she looked around seeing all the plant-life growing.

“This doesn't look so bad,” Wallflower said, as she looked around, “Hello? Anyone here?”

“Who is it?” came a woman's voice.

“I'm here to check out the Middlington Greenhouse. I'm Wallflower Blush.” Wallflower called, as she saw Ms Fern approaching while bearing a smile.

“Ah, Wallflower, of course. Welcome-welcome!” she went over and shook the teens hand, “I'm Ms. Fern. I'm so glad to meet another lover of plants.”

“Feeling's mutual.” the teen replied.

“Let me show you around.” Fern led Wallflower around.

As Wallflower walked along side Ms Fern, she marveled at all the different plants growing inside the greenhouse, “These are all so amazing, Ms. Fern.”

“Thank you, child. But I have yet to show you my newest addition.”

“Newest addition?”

“Oh, yes. Right this way.” the woman showed Wallflower to a spot where a curtain was set up.

Wallflower looked at the curtain wondering what the keeper was going to show her, “Wallflower, may I present to you the greatest plant in the world!”

She pulled the curtain open to reveal a giant mutated plant creature that appeared to be a cross between a Venus Flytrap, A Drosera Capensis, and A California Pitcher Plant.

Wallflower's eyes widened in shock, before gasping, “My God!”

“Marvelous, isn't it?” Ms Fern asked before petting one of the mutant plant's leaves, “I call him Bruno Jr.”

“Ms. Fern, how did you...”

“Grow this?” Fern answered, “Let's just say I planted three individual plants close together and added a little extra something to give it life.”

Wallflower looking at the mutant knew there was only one thing that could've given life to this monstrous plant, “Was that extra something green and glowing?” she scowled.

Ms Fern was surprised, but answered, “Yes. How do you-”

“I know what you used, and it shouldn't be used like this!”

“Wallflower, I don't understand. I thought you'd be excited. Imagine a new race of plants.”

“This goes against the very laws of nature!” Wallflower argued.

Fern started to scowl, “Foolish girl. I am one upping nature. I am creating new life, and from this life will spawn millions if not billions of new species of plants!”

Wallflower seeing Creepie was right about Ms Fern felt like a fool for believing in this woman, “This abomination should not be allowed to spread its seeds to make more!”

“Abomination?!” Fern gasped taking high offense, “It seems we don't share the same ideals about plants as I thought.”

“Looks that way.” Wallflower frowned.

Fern frowned, before smirking and looked up at her monstrosity of a plant, “Jr. bon appetit!” Bruno Jr growled before looking down at Wallflower who knew she was in for the fight of her life.

Monster Plant

As Bruno Jr. looked down at his meal being Wallflower Blush, the plant loving girl jumped to the side before the mutant plant tried to chomp at her.

“Oh, thank you, Rainbooms and Turtles for these quick ninja lessons.” she told herself. In relief.

“Jr, get her!” Fern ordered her mutant plant that lifted itself up and using it's root tendrils to move closer to Wallflower.

Wallflower screamed, as she dodged an incoming vine whip and hid behind a table, “I need back up.” she pulled her phone out to make a call.

Meanwhile, the Turtles, Rainbooms, the others, Creepie, and Budge were rushing to the Greenhouse, “I hope we can get there before something happens.” April said in concern.

“If something hasn't already happened yet.” Rainbow replied, until Sunset's phone rang.

She answered it, and saw Wallflower on video, “Wallflower?”

“Guys, help!” she pleaded, as the others gathered around.

“What's going on?” Creepie asked seeing the teen was hiding behind a table.

“Ugh! Long story short, you were right, Creepie! Ms Fern is crazy! She's used mutagen on three carnivorous plants and merged them into a plant mutant!”

“What?!” Donnie asked in shock, “How'd she get mutagen?”

“I don't know! But she wanted to spread its seeds everywhere!”

“She wanted to what!” Twilight asked in shock, as she had dejavu with Principal Celestia's garden plants all over again.

“Is she crazy?!” Budge asked equally shocked, “Spreading radioactive mutated seed that'll grow into mutant plants all over the planet could very possibly destroy the natural ecosystem!”

“That's what I thought too. But when I disagreed with her, she sicked it on me! And I also made her mad by... calling her plant an abomination...” she blushed sheepishly.

“Ooo, bad move, Wallflower.” Mikey said.

“We're on our way now,” Leo answered, “Think you can hold out for a bit?”

“I can try,” Wallflower answered, as Bruno Jr. lifted up the table exposing her location, “Just hurry!” she ended the call.

“Come on, everyone, let's pick up the pace!” Sunset ordered, as they followed Creepie and Budge who led the way.

Back at the greenhouse, Wallflower continued to dodge and jump out of the way from Bruno Jr's vines, before making a run for it further into the greenhouse.

“You can't hide, my dear!” Ms. Fern warned her, as she was carried by Bruno Jr. who went to seek Wallflower out.

Wallflower managed to hide in a bush, before reaching into her backpack, “Come on, where are they. Oh, here they are,” she pulled out a pair of Daburu knives she was given to by Leo, “They may not be enough, but I just need to stall.” suddenly the bush opened up and she saw Bruno Jr and Ms Fern.

“Peekaboo!” Ms Fern announced.

Bruno Jr extended one of its vines to Wallflower who swiped at it with her knives cutting the vine. Bruno Jr recoiled and whimpered.

Ms. Fern was in shock, “How dare you hurt my baby!”

Bruno Jr roared again before extending more vines to grab Wallflower. The girl dodged and used her knives to swipe at the plant mutant's vines, but it wasn't enough to keep it back forever.

As Wallflower was struggling to keep safe, she said to herself, “Ok, I may need more training.” suddenly she was snatched into one of Bruno Jr's vines and lifted up to face him and Ms. Fern.

“Such a shame you won't be around to watch me become the new mother nature of this entire planet once my baby spreads its seeds over the world.”

Wallflower struggled to get out of the vine's grip, as she was being brought closer and closer to the mutant's mouth.

“Hold it!” came a voice.

Ms. Fern, Bruno Jr and Wallflower looked as Creepie stepped onto the scene with Budge behind her. Seeing the two again Ms. Fern frowned, as she was lowered down to the ground, “You two!”

“That's right. Us,” Budge crossed his arms, before looking up at Bruno Jr, “That is just nasty.”

“Let Wallflower go!” Creepie demanded.

“And who's going to make me? You two children?” Ms. Fern mocked.

“No, but our friends will.” Creepie answered, as the greenhouse ceiling shattered, as the Turtles, their friends, and the Rainbooms dropped in from above.

Before they could hit the ground, April and Twilight used their powers to freeze everybody and lowered them down safely.

“Do we know how to make an entrance, or do we know how to make an entrance?” Rainbow boasted to the group.

“Like a ninja do.” Mikey replied.

Donnie looked up at the giant plant, “Yikes, it's like Creepweed. Only I'm not sure which is uglier.”

“And I thought Snakeweed was hard to look at.” Pinkie added.

Ms. Fern looked at the turtles and frowned, “Turtles? Turtles! You eat helpless plants, just like horrible little bugs!”

“Hey, I prefer pizza!” Mikey argued, only for the group to dodge one of Bruno Jr's vines.

Donnie spoke up, “She's not wrong though. Normal turtles are vegetarians.”

“Not the time, Donnie!” April said, before throwing her tessen and managed to cut one of the mutant's vines off.

Ms. Fern frowned, “No one hurts my baby!”

“Well, sorry, but your plans with this baby just doesn't sit well with us.” Applejack answered.

“And it won't with the rest of the world.” Keno added.

“Junior, feast away!” Ms. Fern announced, as the plant mutant roared and attacked them all.

“Scatter!” Leo called, as they spread out.

Leo was cutting down some vines with his swords, while Applejack used her hook claws to shred at some leaves.

“This is even worse than the time we got an infestation of weeds at my place.” Applejack said, as she dodged a vine.

As Bruno Jr tried to chomp at Applejack, an exploding puck and several sprinkles were launched into its mouth and exploded, courtesy of Casey and Pinkie Pie, “Hope that gave ya heartburn.” Casey chuckled.

“Can mutant plants even get heartburn?” Pinkie asked Applejack who didn't know how to answer her.

Karai was using her own sword to cut some vines trying to grab her before shifting into her snake form and slithered around dodging the mutant. She extended her snake hands and chomped onto one vine only to be lifted up. The snake girl dangled by her arms, before swinging downward at the mutant before changing back and stabbed it with her sword.

Bruno Jr cried from the stabbing, as Rarity swung her sickles like boomerangs cutting down more of its vines, “Does anyone have a legitimate plan on how to stop this thing?”

“We sure do,” Donnie answered, “Ready, Fluttershy?”

Fluttershy who had been standing on a tree branch had her blow gun in hand, “I just need a clear shot.”

“We'll give ya a clear one.” Mikey answered, as he and his bros activated medallions and powered up.

Using their enhanced power they each managed to hold down a vine from Bruno Jr each, Applejack using her own enhanced magical strength grabbed one as well keeping it in place. April and Twilight nodded to each other and used their powers to pry open the plants mouth.

Fluttershy readied her blow gun, “Time to take your medicine!” she blew into her weapon that shot something that landed into the mutants mouth.

Bruno Jr's stomach started gurgling as it released an orange gas from it's mouth and started shrinking. Everyone watched as the plant mutant was changed back into the individual plants it was created from.

Ms Fern looked horrified, “What have you done to my baby!?” she cried.

“Retromutagen pellet,” Donnie explained, “Very handy when trying to de-mutate something enormous.”

Ms. Fern growled, before smiling sadistically, “You may have ruined Jr, but there'll be plenty more of him, as long as I have this.” she pulled out the canister of mutagen given to her by Pierce.

“The mutagen.” Sunset gasped.

“That's the mutagen?” Creepie asked, as she and Budge saw it.

“Give it here, you crazy old lady!” Raph ordered.

“Sorry, but this is the opportunity of a lifetime,” Fern began, while unaware of Wallflower creeping around her, “With this mutagen I will grow a new breed of plant life and will show this world nature conquers all!”

“Booyakasha!” Wallflower called, as she tackled Ms Fern from behind causing her to throw the canister up into the air.

Twilight used her magic to hold the canister in the air and lower it down safely to Donnie who put it in a bag, “Mutagen secured.”

“Now what about her?” Rainbow motioned to Ms. Fern who was being restrained by Wallflower.

“Yeah, if she keeps at it who knows what she'll do next time.” Creepie noted.

“I think I know what we can do about her.” Donnie smirked.

“But first thing's first, she should take a nap.” Shini said, as she used her hypno ball to put her to sleep.

Later on, Ms. Fern woke up all groggily, and saw several people running around her greenhouse wearing hazmat suits, “What is going on here? Where are those turtles and those teenagers?!”

One person in a hazmat suit spoke up, “Ma'am, we're with the EPF. And this greenhouse is giving off extreme levels of radiation. We're shutting this place down, and you better come with us for decontamination!” he took her arm.

“Decontamination? No, you can't shut down my beautiful greenhouse!” she pleaded, as the people led her out while taping off the greenhouse.

Watching from afar were the ninjas, Wallflower, Creepie and Budge, “Guess that's the end of Ms. Fern huh?” Budge asked.

“More or less.” Creepie shrugged, “I'm amazed you were able to get the EPF here?”

“With a guy like Bishop on our side, we can get anyone from the government on our side,” Donnie explained, “Provided he keeps our involvement silent.”

“And with the mutagen readings left behind by her plant and the turtles has given off plenty of readings for them to mistake the greenhouse as a health hazard.” Twilight added.

“All I can say was you guys were amazing!” Budge cheered for the Rainbooms and the Turtles.

“That's how we roll, boy.” Mikey boasted.

“Because we are awesome.” Rainbow added.

The group smiled, until they saw Wallflower leaning against a tree looking out at the greenhouse with a sigh.

“Wallflower?” Leo asked.

“You ok?” Sunset asked.

“Oh, yeah, I'm fine,” Wallflower sighed, “Truth is, I really thought I met someone who loved plants as much as I did. Turns out she was just a crazy woman who wanted to play mother nature.”

Creepie spoke up, while standing by her side, “I'm sorry Ms. Fern didn't turn out to be who you thought she was. But you're much better than she could ever be. You treat plants with real respect and love. She just wanted to make monster ones to conquer mankind.”

“Yeah, you're way better than that crazy lady.” Budge agreed, making Wallflower smile and blush.

“And you held you own against her mutant long enough for us to arrive,” Karai added, “That takes guts.”

“You played a large role in putting that woman out of commission.” Leo put in.

“You the queen, girl!” Mikey cheered making Wallflower even happier.

“Thank you, everyone.” Wallflower said, as they hugged her.

“Hey, what say we grab a bite?” Budge offered.

“Sounds like a plan to me.” Pinkie replied.

“Same here.” Mikey agreed.

“Let's go.” Applejack said, as they headed off.

Substitute Teacher

One morning a bus was driving along the highway out of the Rainboom's home town. On board the bus amongst the many passengers was Fugitoid who was sitting down by a window in the far back wearing a blue hoodie with the hood up. The professor looked down the window with a pleased expression as depicted by his pixelated eyes.

“Oh, this is so wonderful. I get to see the girls and the turtles in Middlington. Oh, thank you Principal Celestia for this wonderful chance.” he told himself.

(Flashback)

Yesterday at CHS, Fugitoid was in a classroom teaching the students, until the final bell of the day rang, “Well, students, that's all the time we have here. See you tomorrow and remember your homework.” he instructed, as the students finished piling out. Once they were gone he sighed in relief, before packing away his notes into his folder and placed it in his work bag. He left the classroom and headed for the teacher's lounge.

Inside said lounge the faculty were taking a break to discuss their days at school. Among faculty seated at a table was Ms. Cheerilee and Mr. Cranky Doodle. As Fugitoid entered, he sat himself down at the table and let out a sigh.

“Afternoon, Zayton,” Cheerilee greeted him, while noticing his exhaustion, “Long day?”

“Aren't they always, Ms. Cheerilee?” Fugitoid asked rhetorically.

As Fugitoid sat he looked around and let out a dismal sigh, which Cranky noticed, “What's with you, chrome dome?”

Fugitoid looked up, “Oh, pardon me, Cranky. I'm just thinking about Sunset Shimmer and the rest of her friends.”

“When was the last time you've spoken to them?” Cheerilee asked.

“Not long ago. When I did, she told me she and their new friend in Middlington took on a crazy botanist and her mutated pet plant.”

“Oh, dear.” Cheerilee gasped.

Cranky sighed, “Seems like trouble always tends to follow those girls.”

“Well, they are not to blame,” Fugitoid spoke up, “There's always trouble no matter the location. It's always fortunate the girls and my ninja friends are always where they need to be. Although I admit I do miss joining them on these adventures. So many places on this planet to see and so many things to do. Unfortunately, my job here prevents me from joining them now. Just as I was tasked to look after Sunset's place while she and our friends ended up in that dimension they called Moo Mesa.”

“Actually, Professor, there may be a chance for you to join them.” Principal Celestia said, as she and Vice Principal Luna walked in.

Fugitoid looked up at his boss, “What do you mean?”

“My sister and I happen to be good friends with Principal Monserrate; the principal of Middlington Middle School.” Celestia began, as Luna continued.

“We have been in contact with her for awhile, and she's told us their Science Teacher is taking a leave of absence for some R&R.”

“He almost wasn't able to, because Monserrate couldn't find a substitute for his class,” Celestia continued, before giving Fugitoid a smirk, “That is until we made a recommendation of one of our own teachers to substitute for him.”

Fugitoid's pixelated eyes lit up, “Do you mean?”

Celestia nodded, “For the next week or so you will be substituting as science teacher at Middlington Middle School.”

Fugitoid overjoyed jumped out of his seat, “Oh, thank you so much, Principal Celestia and Vice Principal Luna! But what about my classes here?”

“Just leave that to me.” Celestia answered.

Luna spoke, “Are you sure about that, sister? Remember last time?”

“I think it's safe to say those interruptions won't happen on my watch twice.” Celestia assured her.

Fugitoid spoke up, while pacing, “Oh, this will be so wonderful. I can't wait to tell Sunset and the girls... Wait a minute. Even better. I'll surprise them!”

“Well, whatever you decide to do you better get out of here and get packing.” Celestia suggested.

“Yes, ma'am. Farewell, my fellow faculty. I shall return within a week or so!” Fugitoid declared before grabbing his work bag and heading off.

(Flashback ends)

Fugitoid continued to look out the window and spoke to himself, “Oh, I can't wait to see the look on my friends faces when I arrive. And I can't wait to finally meet this friend of theirs, Creepie Creecher.”

“Did you say Creepie Creecher?” a female voice spoke up.

“Actually, yes, I...” Fugitoid looked around seeing nobody appeared to be addressing him.

“Down here!” another female voice spoke up.

Fugitoid looked down at the bus window and saw two mosquitoes that appeared to be girls because of their black hair, and appeared to be wearing purple outfits, “Hiya!” they greeted.

Fugitoid was taken aback, “Oh, my. Either my auditory circuits are malfunctioning or I'm hearing mosquitoes talking to me.”

“That's because we are talkin' to ya.” one of them said.

“Yeah, there ain't nothin' wrong with your ears... Uh, if you even had ears.” the second said.

“Um, who are you two?”

“My name's Wendy, and this is my sister Wanda.”

“And who're you?”

“Well, my name is Professor Zayton Honeycutt, but you can call me Fugitoid.” he introduced himself.

“Wild.” the two admitted.

“So you're some kinda robot, huh?” Wendy asked while feeling the Professor's hand.

“Cyborg, actually. Which means you won't be able to suck any blood out of me. Don't have any.”

“We don't go for that.” Wendy replied.

“We're vegetarian. Strictly juice girls!” Wanda explained.

“Oh, well. Good for you two.”

“Now dial it back, you're saying your friends got a friend in Middlington named Creepie Creecher?” Wendy asked.

“Actually, yes. Do you know her?”

“Know her?” Wanda asked, “She's our cousin!”

“Cousin?” Fugitoid asked, before recalling what Sunset told her, “Well, she does live in a house filled with insects, so I shouldn't be too surprised.”

“We was on our way to visit her and our family ourselves.” Wendy explained.

“Hey, why don't we all go together?” Wanda offered.

“Do you know your way around Middlington?” Fugitoid inquired.

“Like the back of our heads.” Wendy replied.

“Well, in that case I'll take you girls up on that offer.”

“Sounds like a party!” they announced.

“Hey!” a voice said from the seat in front of Fugitoid.

Fugitoid suddenly got worried if the person in front of him sees the two mosquitoes and would try to swat them. He quickly opened up a compartment on his arm, “In here.” he whispered, as the twin mosquitoes dove in, and he closed it.

The person being a man looked back at Fugitoid and spoke, “Mind keeping your voice down? I was napping.”

“My apologies. Won't happen again.” Fugitoid answered, as the passenger sat back in their seat to resume him nap.

Fugitoid opened up the compartment in his arm and spoke, “You two may want to wait in there until we reach Middlington. Just to be safe.” the two bugs nodded in agreement.

Later on, the bus pulled to a stop at the closest bus stop in Middlington. Fugitoid and a few more people got off the bus, before it closed its doors and continued onward.

Fugitoid looked around seeing no one in sight, “Ok, girls. Coast is clear.” he opened the compartment, and Wendy and Wanda flew out coughing.

“Smelt like diesel exhaust in there.” Wendy coughed.

“Terribly sorry for that, ladies.” Fugitoid apologized.

“Ah, no biggie, Professor. Right, Wendy?” Wanda asked.

“Yeah, no harm done, Wanda.”

“So care to show me to your cousins place?”

“Right this way.” They said as they flew ahead with Fugitoid following them.

The professor followed the two bugs all the way to Creepie's house, and by the time he arrived it was already at the twilight hour.

Fugitoid looked up at this house taking note of its eerie appearance, “This is the place?” he asked the two.

“Uh-huh.” they confirmed.

“It's looks just the way the Rainbooms described it.” Fugitoid said.

“Come on.” Wendy said, as the gates opened and the three approached the front door.

Upon arriving, Fugitoid rang the bell. The three waited, until the door creaked open. Fugitoid looked down and saw the little girl he knew had to be Creepie, “Can I help you?” she asked, looking up at the cyborg in confusion.

“Pardon me, miss. But would you happen to be Creepie Creecher?” Fugitoid began.

Creepie raised a brow, “Yes, and how do you know?”

“Well, your cousins were so kind enough to bring me to you.”

“Cousins?” Creepie asked sounding concerned.

“Creepie, what up, cuz?!” Wendy and Wanda asked, as they buzzed around her.

Creepie gave off a dry expression, “Hello, Wendy. Hello, Wanda.”

“Creeps, why so sour?” Wendy asked.

“Aren't you glad to see us?” Wanda inquired.

“Ecstatic,” Creepie answered dryly, before continuing, “Why did you bring a robot to the house?”

“Well, Ms. Creecher, I believe you are currently housing some friends of mine. The Rainbooms and the Ninjas?” Fugitoid asked.

Creepie's eyes widened a bit, “Wait a minute. They did say they had a robot friend... You're the Fugitoid?”

“Indeed I am.”

“In that case, please come in.” Creepie welcomed him in.

“Thank you.” Fugitoid said, as he and the mosquito twins entered.

Creepie walked to the kitchen where the Turtles, their friends, the Rainbooms, and Wallflower were enjoying pizza, “Hey, guys.” she addressed them.

“What's up, Creepie?” Mikey asked.

“There's someone here to see you all.”

“Who?” Twilight asked with a raised brow.

Stepping into the kitchen was Fugitoid, “Good evening, my friends.”

“Professor?!” the group gasped, as they got up and went over to him.

“Hey, Fuge, how's it going?” Mikey asked.

“All very well, Michelangelo.” he replied.

“Professor, what're you doing here?” Sunset asked in surprise.

“Yeah don't you have classes to teach at CHS?” April asked.

“Well, April, as it so happens I am here on teaching business.”

“What do you mean?” Donnie asked.

Fugitoid looked down at Creepie, “Spoiler alert, you're looking at your new substitute science teacher.”

Creepie raised a brow, “Seriously?”

“That's correct.”

“Hold up, you're teaching at Creepie's school?” Rainbow asked.

“Temporarily, Rainbow Dash.” Fugitoid reminded her.

“What brought this on?” Karai asked.

“And how?” Fluttershy wondered.

“Well, Principal Celestia noticed how lonely I've been without you girls around, be it at school, or me going home to an empty place by myself,” he began, “So she made arrangements for me to come here to substitute for one of their teachers and help you all as well.”

“How'd she pull that off?” Spike asked.

“Principal Celestia and Vice Principal Luna happen to be old friends of Creepie's school principal.” the cyborg explained.

“Huh, is that a fact.” Creepie said in surprise.

“How'd you find this place?” Keno asked.

“I ran into some relatives of Creepie here.” Fugitoid began, as Wendy and Wanda flew up.

“Hiya!” they announced.

Pinkie spoke to them while smiling, “Hi, I'm Pinkie Pie.”

“Nice to meet you. I'm Wendy, and this is Wanda.”

“What up?” Wanda greeted.

“Wendy! Wanda!” Vincent flew over.

“Hey, Uncle!” the two cheered, as they flew close.

“Uncle?” the group asked.

“Yes, they're my nieces,” Vincent explained, “It looks like the two of you made a new friend on your way here.”

“Yeah. Fugitoid is the best.” Wendy explained.

“Especially for a cyborg.” Wanda agreed.

“He sure is.” Rarity agreed, as did the others.

“Oh, gosh.” Fugitoid said feeling sheepish.

“Well, Professor, hope you'll be ok teaching at Creepie's school tomorrow.” Applejack said.

“Yeah. Remember these students are in middle school.” Rainbow added.

“And that's a step down from the level you teach.” Donnie put in.

“Not to worry, my friends. I should be fine teaching at a middle school.” Fugitoid said confidently.

“And compared to our regular science teacher, my classmates may find him more enjoyable.” Creepie assured them.

“If you really think so, Creepie.” Leo replied.

“And it is good to have you here, Professor.” Wallflower admitted.

“We could really use you with what we've been facing.” Shini put in.

“If what you've told me is true, I can believe it.” Fugitoid said recalling what Sunset had been messaging him recently about mutant insects and a mutant plant.

“We'll need to make sure all the mutagen in this town is recovered,” Twilight began, “And to do that we need to find Dr. Pierce. The one who no doubt supplied Ms. Fern with her own canister of mutagen.”

Fugitoid stood proudly, “You can always count on me.”

“Oh, group hug!” Pinkie cheered, as they all embraced their cyborg friend.

Chris-Alice Knows

One morning at Middlington Middle School inside Principal Monserrate's office sat Fugitoid wearing his lab coat as the principal herself was speaking to him while surprised at his appearance.

“Well, Professor Honeycutt, I must admit I'm surprised. When they told me Dr. Pappas' substitute was unique, I wasn't expecting someone of your body structure.” she said eyeing him up from top to bottom.

“I completely understand your skepticism, but I can assure you that I am fully qualified to teach science.” Fugitoid answered confidently.

Monserrate nodded, “I looked over your records and find that very believable. And Celestia and Luna are dear old friends of mine. If they trust you, then I will too.”

“Thank you.”

“I just hope you are up to the task. After all, you're teaching middle school students here and not high school students.”

“I'm well aware of that fact, and I still assure you I can handle the task.”

“Excellent. Come, I'll take you to your first class.” Monserrate said, as she got off her seat and walked Fugitoid out.

Inside the classroom, the students sat down chatting amongst themselves until class would start. When the principal entered, she spoke up, “Settle down, students.”

The students calmed themselves and all eyes were focused on their principal who continued, “As you know, Dr. Pappas has taken a much needed break from teaching,” the students cheered, “Alright, that's enough. Anyway, you'll be happy to know I have found a perfect substitute to teach your class while he is away. Students, let's give a big Middlington Middle School welcome to Professor Zayton Honeycutt.”

The students watched as Fugitoid entered the classroom. Upon entering the students much like their principal were surprised by their substitute's appearance. While Creepie already knowing about this kept it to herself.

Fugitoid stood by the short principal and addressed his temporary students, “Good morning, students. It's so nice to meet you all.”

Budge was the first to speak up, “Are you a real robot?”

“Yes, but I wasn't always like this. I used to be all living, but through a very bad accident all they could recover was my brain and had it placed in this mechanical body.”

“Are you for real?” Carla asked skeptically.

“If you require proof, then here.” Fugitoid opened up his head, allowing his brain to float above it.

Naturally several of the students jerked back in their seats in shock, “Is that real?” Melanie asked surprised.

“It sure looks real.” Chris-Alice answered just as shocked.

Fugitoid's brain returned into his head and closed up, “Now then, I look forward to teaching you all about the wonders of science. And hope we can all get along well.” the students after taking in the fact their sub was a cyborg started looking interested.

“Well, I'll leave you to it, Zayton.” Monserrate said, before taking her leave.

“Now then, class. Let's get started.” Fugitoid said, as he opened up a textbook.

And so Fugitoid taught his class with the students paying attention. Knowing he was dealing with younger students knew he had to dumb down on his scientific teachings to the middle school level. The students themselves also showed interest while learning about science more than they did with their regular science teacher.

When class let out, Creepie and her two friends walked the halls, “Isn't this amazing?” Chris-Alice asked, “Who would've thought our sub would be a cyborg. I didn't think that'd be real.”

“I know, right?” Budge asked.

“So, any you guys up for a movie at my place later on?” Chris-Alice asked.

Creepie hearing that answered, “Actually, I'm entertaining some guests at my place.”

“Really?” the bubbly girl asked.

“Yeah. They're kind off new around Middlington.”

“Well, in that case, you should introduce us,” Chris-Alice insisted, “I happen to know a lot of fun stuff they could try.”

“I don't know. They're kinda busy.” Creepie said not wanting to blow the covers of her new friends.

“Oh, come on, I love meeting new people!” Chris-Alice pleaded with Creepie, even going so far as to give her puppy dog eyes.

Creepie groaned, “Alright, you can meet them.”

“Great! I'll be over after school.” Chris-Alice skipped off.

Budge spoke to Creepie, “Are you sure it's safe letting her meet the Rainbooms and the ninjas?”

“No, but I couldn't say no to her.” Creepie shrugged.

“So what're you going to do?”

“Tell the truth?” Creepie asked.

“You think she'll take it fine?”

“Don't know, but I guess it's a matter of taking a chance. Gnat. Pauly.”

Her bros flew up, “Yeah, Creepie?” Pauly asked.

“Go back to the house and inform our guests we'll be having another guest joining us, and to be prepared.”

“We're on it.” Pauly said, as he and Gnat flew off, while Creepie and Budge headed their next class.

When school let out, Creepie, Budge, and Chris-Alice were walking out with Fugitoid following, “How wonderful of you to invite me over, Ms. Creecher.” Fugitoid said while keeping up appearances for the time.

“No problem, Professor.”

“Oh, I can't wait to meet your guests. Do they like parties?” Chris-Alice asked excitedly.

“Oh, believe me. They do.” Creepie assured with Pinkie on the mind.

They walked up to the house, before Creepie opened the door and permitted everyone inside. Creepie looked to her friends, “Take a seat,” the two sat down with Fugitoid standing close, before Creepie called out, “Ok, girls. Come on out”! Stepping into the living room were the Rainbooms and Spike.

When they all stood together Chris-Alice's eyes widened in shock, “Creepie, those are the Rai-Rai-Rai.” she stammered.

“The Rainbooms? Yeah that's right.” Creepie confirmed.

“Sup?” Rainbow greeted.

“Nice to meet you, Chris-Alice.” Sunset greeted.

“Sunset Shimmer knows my name?” the girl asked before cheering, “Sunset Shimmer knows my name!”

“Creepie told us all about you.” Twilight explained.

“O.M.Gosh this is amazing!” Chris-Alice cheered, as she greeted the girls, “You girls are awesome! Sunset! Rainbow Dash! Fluttershy! Twilight Sparkle! Applejack! Rarity! Pinkie Pie!” she looked down at Spike, before getting down to his level and nuzzled him, “And Spikey-Wikey, the cutest puppy in the world!” Spike panted happily and gave Chris-Alice a few friendly licks making her giggle.

“Creepie did tell us you were a fan.” Applejack said.

“Like Budge here.” Pinkie motioned to said boy.

“Budge, did you know?”

“Yeah, but I was sworn to secrecy.”

“How did you all meet?” the middle school girl asked.

“They saved me from a runaway hot dog cart.” Creepie answered.

“Wowzie! You girls were right where you needed to be.”

“We sure were.” Rainbow boasted, while around the corner, the ninjas had been waiting while Karai face palmed knowing she was the one who really saved Creepie.

“So, Fugitoid, how was your first day at teaching Middle School?” Twilight asked.

“It went very well, actually.” he answered.

“You know the professor?” Chris-Alice asked the girls.

“Know him? He teaches us.” Applejack chuckled.

“He actually makes science class fun.” Rainbow added.

“Wow. So what're you all doing here? Are you going to be hosting a charity concert?”

“Not exactly.” Fluttershy answered.

“It's top secret.” Pinkie whispered.

“Does that mean you won't tell me?”

“Actually, Creepie trusts you, and since we've started trusting her you're alright by us.” Sunset explained.

“So you'll tell me?”

“We will after you've met our other friends.” Rarity answered.

“Other friends?”

The group nodded, as Wallflower, and the New York ninjas entered the room, “Hey, there.” Wallflower greeted.

“Who're all of you?” Chris-Alice asked.

“I'm Wallflower Blush. I'm a friend of the Rainbooms, and classmate.”

“I'm April O'Neil.”

“Name's Casey Jones.”

“Keno.”

“Karai.”

“And I'm Shini.”

“Nice to meet you all.” Chris-Alice greeted.

Creepie motioned to the New York teens, “These guys came all the way from New York.”

“Wow. What's it like in the Big Apple?”

“Non-stop problems for the most.” Casey answered.

“Huh?”

“Trust us, when you meet our other friends you'll find out.” April assured.

“Other friends?”

“Yeah, and before I introduce them I should warn you they're a little different.” Creepie explained.

“Creepie, I've never been one to judge.”

“Let's hope it holds up.” Keno said.

“Ok, boys!” Creepie called.

Chris-Alice watched, as the Turtles entered the living room. The girl's eyes widened in confusion, “T-Turtles?”

“Ms, before you scream. I promise you we're not going to hurt you.” Leo calmly explained.

“Believe us, they mean you no harm.” Fluttershy added.

“Unless you anger Raph.” Pinkie spoke up causing Raph to shoot her a glare and the other Rainbooms to shush her.

Chris-Alice looked back and forth between the turtle bros, “What is going on?”

“Chris-Alice, I'd like you to meet Leonardo, Raphael, Michelangelo, and Donatello.” Creepie introduced. Leo and Donnie smiled, Raph nodded, and Mikey waved.

“So you're turtles, who look like humans?”

“It's a long story.” Leo answered.

“And it has to do with why we're all here.” Donnie added.

“Ok.” Chris-Alice said, as she sat back down allowing the ninjas and the Rainbooms to tell her everything.

After a long and complicated explanation, the group finished their story, “And that's why we're here.” Pinkie grinned.

Chris-Alice blinked a few times, “Holy guacamole! That's just... Wow!”

“We understand it's a lot to accept, but it's all true.” April said.

“I wouldn't have believed it if there weren't mutant turtles standing before me, but I do. and to top it off, you're ninjas.”

"Trained since we were little." Mikey confirmed.

“And you believe about our magic?” Sunset asked.

“Well, I'll need proof of that.”

Twilight used her magic to make objects around the house float around, “Well?”

“Could be wires.” Chris-Alice said a bit skeptic.

“Then how about this?” Applejack asked, as she lifted the whole couch Creepie's friends were sitting on making the two hold onto each other, before the strong girl sat the couch back down slowly.

“Ok. I have no excuse for that.” Chris-Alice admitted.

“Nice to know that.” Spike spoke up catching Chris-Alice's attention.

“You can talk?!”

“Oh, yeah. Surprised?”

“Sort of. I mean I've watched that un-boxing video of yours, but I thought it was ventriloquism. But it's not is it?” she asked Twilight.

“Not at all.” she shook her head.

“So, what they said is true, Creepie. Dr. Pierce is using mutagen to make bug mutants?”

“Pretty much.” the bug girl confirmed.

“Though why help them specifically?”

“Because it's personal.” Creepie squinted.

“Why's that?”

Creepie sighed knowing it was now or never, “Chris-Alice, there's something you need to know about me. Something I've been keeping from you since the day we met.”

“What is it?”

“My family is insects.”

After an awkward silence, Chris-Alice asked, “What?”

“Ok, everyone!” Creepie called, and Creepie's family finally emerged from their hiding places all through the house.

Chris-Alice looked around in shock, “Creepie, your house is infested!”

“It's ok, Chris-Alice, this is Creepie's family. They're nice insects.” Fluttershy calmed her.

“Fluttershy speaks the truth, Ms. Hollyruller.” Caroleena said.

“Wait? You're Creepie's mom, the lady I spoke on the phone with?” Chris-Alice asked recalling a phone call with her.

“Yes.”

“No wonder your voice sounded so soft. Uh, no offense.” Chris-Alice said in worry.

“None taken, sweetheart.”

“Wow. I had my hunches you were hiding something, Creepie. But I never in my wildest imagination expected this.”

“Yeah. When I first found out I was shocked too.” Budge admitted.

“Same with us.” Shini added.

“Wait. Budge, you knew about Creepie's bug family?” Chris-Alice asked him.

“More or less.”

“Wow. Suddenly all the things we've been dealing with is starting to make sense.” Chris-Alice realized.

“Wicked, I know,” Creepie said, before noticing her friend was looking sad, “Chris-Alice, what's wrong?”

“I'm sorry, but I've been a bad friend to you.” she sighed.

“What?” the group asked.

“What do you mean a bad friend?” Fluttershy asked.

“How can you be a bad one after all the good things Creepie's told us about you?” Pinkie asked.

“Because so many things because of me had put Creepie's family in danger.”

“Why's that?” April wondered.

“One time when Creepie was coerced into participating in a fashion show judged by fabulous French model Jolie Jolie-”

Rarity spoke up excited, “Jolie Jolie?!”

“Another icon of yours, Rarity?” Raph asked while crossing his arms.

“Raph, darling. Jolie Jolie is one of the best French models in all of Paris,” Rarity began, “I remember she sent me a personal request to make her something fabulous for her at her Fashion Expo Tres Jolie.”

Chris-Alice gasped, “You made the dress she wore at that expo, Rarity?”

“Indeed so.”

“Ahem,” Leo interrupted her, “As you were saying, Chris-Alice.”

“Oh, right. So Creepie was coerced into joining and won. And the grand prize was a bug zapper. And I handed it to her. Who gives someone who has bugs for a family a bug zapper?!”

“Hey, you didn't know.” Casey said.

“And I wanted to win it so I could dispose of it.” Creepie reminded her.

“Well, what about when I had you babysit my cousin who hates bugs?”

“Don't remind us!” Pauly cried.

“Bad day!” Gnat added.

“That was on me. I didn't realize your cousin didn't like bugs until I finally listened to Gnat and Pauly here.”

“Do we even wanna know?” Donnie asked the two bugs.

“Chris-Alice's cousin Damon was trying to stomp us while Creepie wasn't looking,” Pauly explained, “We tried to tell her but she didn't believe us.”

“Why didn't you?” Twilight asked Creepie.

“Because they pulled a trick on me that morning, and I used that as a reason not to believe them.” Creepie explained, “But it all worked out. No one was hurt in the end.”

“Except Damon who got covered in fire ants.” Pauly joked, as he and Gnat laughed only for Creepie to shoot them a glare shutting them up.

“And worst of all, my dad is an exterminator.” Chris-Alice sighed.

“Well, I can see why you would feel being close to Creepie would put her family in danger.” Rarity admitted.

“So, why, Creepie?” Chris-Alice asked, “Why would you still wanna be friends with someone who has an exterminator for a parent?” she looked down in shame.

Creepie went to Chris-Alice, “Because I don't care what your dad does for a living. That's his life. And doesn't change the fact you were one of the first kids who made me feel welcomed when I started school. One of my first friends.”

“Really?”

Creepie smiled and nodded, “Nothing will ever tear us apart, Chris-Alice. We're friends now and forever.”

Chris-Alice smiled and hugged Creepie, “Oh, Creepie, you're the best!”

Mikey sniffled, “This is so touching I can't stop crying!”

“Me neither!” Pinkie cried with waterfall tears flowing down her eyes.

Once they calmed down, Chris-Alice looked at Creepie's family of bugs, “You've all raised Creepie since she was a baby?”

“That we have.” Vincent confirmed.

“And even though my dad's an exterminator you still let her be friends with me?”

“Of course,” Caroleena answered, “You made our daughter so happy. And her happiness is what we treasure.”

Chris-Alice smiled, “Thank you. And you know what. I'm gonna help you in any way I can to stop Dr. Pierce and recover that mutagen.”

“And how?” Karai asked.

“Well, my dad has lots of exterminator equipment, and since Pierce is making mutant insects perhaps we can re-figure my dads equipment to neutralize mutant bugs.”

“Huh, that sounds like a rad idea.” Donnie admitted.

“It can be useful.” Fugitoid agreed.

“Well, Chris-Alice, welcome to the team.” Leo extended his hand to her.

“Thanks, Leo.” Chris-Alice shook it.

“And welcome to the family.” Caroleena added, as the bugs gathered around the girl.

“Ok, ok, try not to get too close, ok?” Chris-Alice said sounding a bit uncomfortable as the teens chuckled.

Training and Adventures

During the weekend, Budge and Chris-Alice were on their way to Creepie's place to meet up with their friend, as well as their new ninja friends with Budge carrying plenty of pizza boxes.

“I sure hope Creepie and the others won't mind us dropping in unannounced, especially since she's going through ninja training today.” Chris-Alice told Budge.

“I'm sure they won't once they see we brought lunch.” Budge replied, as he held onto the pizza boxes.

“It's amazing they can eat this much pizza.” Chris-Alice said in wonder.

“I know.” Budge chuckled, as they reached Creepie's place.

Before they went up to the front they heard grunting coming from around back. They went around the the backyard and saw the turtles, Karai, and Rainbooms training both Creepie and Wallflower.

Wallflower was blocking some moves done by both Rainbow and Sunset, while Creepie was training with Karai while wielding her own ninja weapon. It appeared to be a double-edge blade, with another curved blade attached near the hilt at a 45–60 degree angle connected to a rope with a large metal ring at the end of it. The two kids watched their diminutive friend spin the blade portion of her weapon in front of her like a fan, as Karai using her blade stopped it from swinging. Creepie caught the blade part and used it to block Karai's blade leaving them in a stalemate.

“Yamea!” Leo announced, as the fighters stood down.

“Not bad, Wallflower, you're definitely improving.” Sunset admitted.

“For the most part.” Rainbow put in.

“Thanks. After that incident at the greenhouse I definitely need to improve on my reflexes.” Wallflower said, as she stretched her arms and legs out.

Karai looked down at Creepie and smiled, “Not bad, kid. You're coming along nicely in your training.”

“Thanks, Karai. I admit this is new to me, and yet I feel like I'm in my element.” Creepie confessed.

“And it looks like you're really getting used to the weapon we've given you.” the Foot Clan leader noted.

“Yeah. It feels right for me.” Creepie said looking over her weapon.

“Hey, everyone!” Chris-Alice called, as all attention fell on her and Budge.

“Anybody hungry?” Budge asked the group.

“Pizza!” Mikey, Pinkie, Nat, and Pauly cheered, as everyone went over to help Budge.

They took the pizza boxes and sat them on a picnic table set up out back. And soon they were all enjoying lunch.

“Thanks for picking up these pies, Budge and Chris-Alice.” Keno told them.

“No problem, Keno.” Budge replied.

“We saw your training, Creepie,” Chris-Alice began, “You were very good.”

“Thanks.” Creepie answered.

“And the way you worked that weapon was awesome,” Budge added, “What do you call that thing?”

“It's called the kyoketsu-shoge, or translates as 'to run about in the fields and mountains'.” she explained.

“Nice.” Budge admitted.

“You already got her on a weapon?” Chris-Alice asked Leo.

“Well, her training has been coming along, and it's best she starts working with a weapon.” the lead turtle explained.

“So how'd you decide to give her this one?” Chris-Alice inquired.

“Well, she went through other weapons before getting to this one.” April explained.

“And it wasn't pretty watching her mess up with them.” Applejack added.

“Yeah, I'm still feeling the knock on my head when trying to use nunchucks.” Creepie rubbed her head.

"It was funny!" Pauly said, as he and Nat laughed only to receive a dry glare from Creepie.

“But we reminded her that the weapon must also choose her as well.” Sunset told the two kids.

“When I looked at this weapon, I felt an instant connection with it.” Creepie said while looking down at her weapon and smiled.

“I still can't get over the fact you're learning to be a ninja,” Chris-Alice said, “And from mutant turtles and the Rainbooms.”

“Eh, teaching others to fight at this point is pretty much our thing.” Raph answered with a shrug.

“Especially when we're working together towards a common goal.” April added.

“And trust us, we've worked along side countless others.” Rarity said.

“What kind of others?” Budge wondered.

“Well, we've teamed up with mutants like our friends the Mighty Mutanimals.” Leo began.

“And even some cool alien dudes like the Utrom, Sal Commander the Salamandrian, and even Traximus the Triceraton.” Mikey put in.

“We even teamed up with an international super thief named Carmen Sandiego.” Pinkie smiled.

“We even have our friends from Team Shine.” Casey added.

“But across the vast multiverse we have allies of all kinds.” Twilight explained.

“Like who?” Creepie asked wanting to learn more.

“One time we ended up transported to a city known as Gotham. And let me tell you it is infested with some of the worst criminal activity there could ever be.” Donnie explained.

“We're not just talking criminals and mobsters,” Leo continued, “But psychopaths and super villains as well.”

“There was a guy called Scarecrow who gassed us with this fear toxin making us see our greatest fears.” April explained.

“And this clown guy called the Joker gassed us with this dangerous laughing gas that could've made us laugh ourselves to death.” Rainbow added.

“Jeez.” Budge gasped.

“But luckily during our trip there we had help in the form of a masked hero known as Batman.” Sunset said.

“Batman?” the three kids asked.

“Yeah, him and his whole bat family, from Nightwing, Robin, Batgirl, and their friends Black Canary, and Huntress,” Pinkie explained, before leaning over and whispered, “Huntress may deny this, but she's a bestie of mine.”

“We worked together to stop both our enemies plot to conquer Gotham and eventually our own world, and we managed to get home.” Leo concluded.

“Wow.” Chris-Alice gasped.

“And that's just one world,” Applejack spoke up, “One time we was transported to this western town called Moo Mesa, populated by cattle people.”

“The girls and I transformed into anthro ponies, and we made friends with these three western heroes. One was Marshal Moo Montana, Cowlorado Kid, and Dakota Dude.” Sunset explained.

“A world populated by anthro cattle?” Budge asked, “Well, I'll be.”

“That's nothing. We teamed up with the guys called the Power Rangers.” Rainbow boasted.

“Power Rangers?” Creepie asked.

“Yeah, these cool guys who wear colorful spandex costumes that fight monsters and villains.” Mikey said.

“And they got cool robots too.” Pinkie added.

“We even infiltrated an elite racing league with our friends known as the Spy Racers.” Sunset said.

“There was also a time we traveled to a digital world where we teamed up with our friends the Digidestines.” Fluttershy said.

“Digidestines?” Chris-Alice wondered.

“These chosen kids meant to protect this digital world with partner Digimon,” Donnie explained, “Digimon are digital creatures that come in many forms. And several are partnered up with human children to work as a team.”

“Wicked.” Creepie admitted.

“We even traveled to another world where the turtles exist, only different.” Rarity said.

“Different, how?” Budge asked.

“Well, the turtles there looked more muscular, and their April and Casey were adults and in a relationship.” Pinkie winked at the kids making them look to their April and Casey who blushed while Donnie scowled.

“And then there's Equestria.” Leo said.

“That's the land you're from right, Sunset Shimmer?” Creepie asked.

“That's right.” she confirmed.

“Equestria is widely known for it's population of ponies from earth, pegasus, and unicorn.” Fugitoid explained.

“But it does have other creatures as well,” Donnie continued, “From dragons, griffons, hippogriffs, yaks, changelings, and many more.”

“And while it's said to be a peaceful place, it does have it's dangers.” Raph said.

“Like what?” Creepie wondered.

“There was a centaur named Tirek that could absorb magic from unicorns, flight from pegasi and the strength from earth ponies.” April began.

“There was also a Changeling Queen named Chrysalis who at first made her subjects feed off the love from others, until her subjects rebelled against her and elected a new leader who proved they didn't have to steal love for food.” Shini said.

“We also fought this Storm King who wanted to conquer Equestria with his army.” Karai said.

“We even met this little filly with a twisted mind who wanted to get rid of all the magic in Equestria.” Mikey added.

“Dang, and you actually fight creatures like that?” Budge asked.

“More or less.” Keno shrugged.

“But the good news is we never had to do it alone.” Rarity noted.

“Like I said we always had allies to help us.” Leo said.

“Just like we have you three helping us now.” Fluttershy told the kids.

“And with all the new friends we make throughout the other worlds we make new bonds that we can share with others.” Twilight said.

“And it gives us a good feeling to know we have friends and allies in other places.” Applejack added.

“I can't believe you go through more than what we thought.” Chris-Alice said in surprise.

“It's a life.” Raph replied.

“A dangerous life, but a life nonetheless.” Rarity said.

“I know the feeling.” Creepie admitted, as she ate a pizza slice.

Budge and Chris-Alice looked at each other before nodding, “Say, any chance we could learn some self defense from you guys?”

“What?” Leo asked.

“Well, since we're part of the team shouldn't it be safe for all three of us to learn how to defend ourselves in case more mutant bugs come after Creepie?” Chris-Alice asked.

“They have a good point, Leo.” Creepie agreed.

“Yeah, Leo, let's chalk this up to two more learning the ways of our clan.” Mikey said.

Leo pondered on it, before looking at the others who all looked like they'd be ok with it too. Leo looked back at Creepie's friends and answered with a smile, “Well, welcome aboard you two.”

“Yeah!” the two kids cheered.

“But if you wanna catch up to Creepie, you're gonna need to put a lot of work into it.” Raph warned them.

“We'll begin your training after lunch.” Rainbow said with a smirk.

“Uh, could it be fifteen minutes after lunch?” Budge asked, “You really shouldn't exercise after eating.” the group laughed together knowing this was going to be fun times.

The Tarantula Boy

At Creepie's mansion Sunday afternoon, the Ninjas and the Rainbooms were relaxing after a good long training exercise. As everyone relaxed, Raph noticed Creepie looked surprisingly happy.

“You know, Creepie, normally no one's so happy after completing a long training segment.”

“Well, I'm like this because one of my other friends is coming over today to meet you all.” Creepie explained.

“Another friend?” April asked, as everyone looked at her curious.

“Yeah. And this friend of mine shares so much in common with me.”

“How is that?” Rainbow wondered.

When the doorbell rang, Creepie answered, “You'll find out in a moment.” she creeped to the door and opened it to reveal her crush Skipper.

“Hi, Creepie.” he greeted her.

“Hey, you. Come in.” Creepie showed him inside.

As they walked the ninjas all saw him, “Everybody, I'd like to you meet my friend, Skipper.”

Before any of them could say anything Raph and Casey burst out laughing, “Skipper?!” they laughed.

“Who seriously names someone after the position of someone on a boat?” Raph asked between laughs.

“I know, right?” Casey laughed along. The two were silenced by April and Fluttershy who smacked them in the back of their heads.

“Ow!”

“Be nice!” Fluttershy warned them.

"Seriously, guys." April said in disappointment.

Sunset approached, “It's nice to meet you, Skipper.” she offered her hand.

Skipper smiled and shook it, “Thank you. I can hardly believe I'm finally meeting the famous Rainbooms and friends.”

“Yeah, we do got us a rep going on.” Rainbow boasted.

Skipper looked to the Turtles, “And I'm finally meeting the famous ninja turtles Creepie told me about.”

“Nice to meetcha, bro.” Mikey greeted with a fist bump.

“So you're Creepie's friend?” Donnie asked.

“Yes.” Skipper admitted while hiding a blush upon glancing back at Creepie who did the same.

Rarity catching this cooed, “Ooh, looks like we've got young love before us!”

The two kids looked away embarrassed, before Applejack spoke, “So how did ya'll meet?”

“I met Skipper at a carnival's freak show awhile back.” Creepie began.

“A freak show?” Shini asked in confusion.

“He doesn't look like he belongs in a freak show.” Keno noticed.

“Unless he's got some kind of deformity on him,” Pinkie said suspiciously, before getting close to Skipper, “Do you?”

“Not like that,” Skipper assured her, “I actually worked there under the alias of Tarantula Boy.”

“Tarantula Boy?” Fugitoid asked.

“Yes. I would perform while wearing a tarantula costume as a half boy half spider being.”

“Sweet.” Mikey said.

Creepie spoke up, “At first I thought Skipper was an actual spider human hybrid and Tarantula Boy was his real name,” she looked down guilty, “But when I learned of his real name and he was just a performer in a costume I sort of walked out on him.”

“What?!” the girls asked in shock.

“Well, that's just being rude.” Applejack scolded her.

“Indeed. Just because he wasn't an actual human spider didn't mean you had to just avoid him.” Rarity agreed.

“Believe me, I'm not proud of that anymore.” Creepie assured her.

“So then what?” Twilight wondered to Skipper.

“Well, I got done with working at the carnival and became an actor in a movie staring me under my alias. I invited Creepie to the screening and thankfully she accepted it.”

“I couldn't resist it.” Creepie shrugged at everyone, “We hung out a bit more until I discovered he and I are more alike than we both knew.”

“And how's that?” Leo asked.

“Both of us weren't raised by humans.” Skipper admitted.

“You weren't raised by people?” Spike asked, as the boy shook his head.

“So who raised you?” Karai asked.

Skipper smiled before looking out the front door, “Ok, mom. You can come in.”

Suddenly to everyone's surprise a giant tarantula dropped in and entered. Needless to say the whole group looked up in shock.

“What the?!” Mikey gasped.

“O.M. Gosh!” Wallflower gasped.

“Hello, everyone. It's so nice to meet you all,” the big tarantula spoke in a woman's voice, “I'm Skipper's mother, Marge.”

Leo swallowing his shock approached, “Nice to meet you, ma'am. I'm Leonardo, these are my brothers, Donatello, Raphael, and Michelangelo.”

“A pleasure to meet you boys, and your friends from New York,” Marge said, before turning to the girls, “And Canterlot High's Rainbooms. You girls put on a lively performance if the trending videos are anything to go by.”

“Thank you, ma'am.” Sunset replied respectively.

Raph blinked before turning to Skipper, “You were really raised by a spider?”

“That's right.” he confirmed.

“I didn't realize this until Marge rescued us from Dr. Pierce.” Creepie explained.

“Dr. Pierce?” April asked in surprise, “What was he doing after you two?”

“He really was after me,” Skipper confessed, “Much like Creepie he also believe from the advertisement I was an actual half human half spider and wanted to make me part of his collection.”

“Ok, that Pierce is crazier than we thought.” Rainbow said.

“That's for sure.” Casey agreed.

“And it turns out our moms are actually old friends,” Creepie put in, “So I learned Skipper may not have been what I initially thought he was,” she smiled before standing closer to him, “But he's still a great guy anyway.” Skipper smiled, as they held hands.

The girls smiled sweetly, as Skipper spoke, “Creepie's told me you are all here because Dr. Pierce has acquired a chemical to make mutants.”

“It's called mutagen,” Donnie answered, “And yeah, so far he's made some serious bad bugs with it.”

“And gave some of it to a botanist who wanted to make mutant plants.” Wallflower added.

“I've been trying to help them find the doc and recover the mutagen before he uses it to make more deadly bug mutants.” Creepie told her crush.

“All while training to be a ninja, right?” Skipper recalled what she told him.

“Uh-huh.” Creepie nodded.

“I do like a girl who knows how to defend herself.” Skipper admitted making Creepie blush, “And if you all need help, my mom and I would be more than willing to lend a hand.”

“Or eight.” Marge joked, as the group laughed.

“We really appreciate it, Skipper.” Leo said.

“Of course. Isn't this what friends do?” Skipper asked rhetorically.

“It sure is.” Pinkie smiled.

Mikey spoke to the boy, “You know Skipper, I also happen to have my own insect alias.” the ninjas groaned, while Skipper looked intrigued.

“Really? Who is that?”

“He was once known as Turflytle. Half turtle, half bug, all hero. His origin is a deep and tragic back story...” Mikey began dramatically, as Nat and Pauly were shining flashlights down on him.

Raph interrupted him, “Get over yourself. My bros and I just dressed Mikey up in a makeshift bug costume to use as bait.”

“What did the costume look like?” Skipper asked.

“Luckily for you I always keep an image on my phone.” Mikey pulled out his T-Phone to reveal he had a whole folder filled with pictures of him posing as Turflytle.

Creepie and Skipper looked at the images of Mikey in costume, and while Skipper smiled uncomfortably, Creepie raised a brow before looking at Mikey with a dry look, “There's no way anyone would mistake you for a bug with a costume like that. Not even me.”

“Oh, yeah?” Mikey asked leaning closer, “Well, it so happens I once fooled another mutant bug enemy of ours named Scumbug.”

“Then that must've been one dumb bug.” Creepie said.

“More or less.” Casey replied.

“So what happened to Turflytle?” Skipper asked the goofy turtle.

Mikey sighed, “He fell in battle during a fight with an insidious villain known as Dr. Malignus.”

“Long story short, Dr. Malignus destroyed Mikey's bug costume, but he made a comeback.” Donnie explained.

“All to impress an awesome superhero team called the Justice Force.” Rainbow put in.

“Sorry about your costume.' Skipper patted Mikey's shoulder.

“Meh, it's all good. Besides I'll always be regarded as the Pillar of Heart.” Mikey stood proudly.

“I'd like to hear more about your ninja adventures if that's ok with you.” Skipper requested the group.

“As would I.” Marge agreed sounding just as curious.

“Well, we got a lot to talk about.” Leo admitted.

“And each adventure is more crazy than the other.” Rarity added.

“I don't mind.” Skipper replied, as they all got comfy.

Later on at Dr. Pierce's hideout, the doctor was sitting at a table where someone sat on the other side shrouded in shadow but strangely there were a couple of honey bees flying around.

“I heard you're the one to talk to about in acquiring mutagen?” the figure in the shadows asked in a female voice.

“You've heard correctly,” Pierce confirmed, “And it is true you seek vengeance against the girl Creepie?”

“More than you know.” the girl asked while buzzing.

“Then perhaps maybe you can be of some help to me,” Pierce smirked, “Buzzworth!”

Buzzworth flew onto the scene, “Yes, sir?”

“Show our guest the goods.”

Buzzworth complied, before flying over to retrieve a single canister of the mutagen stash. He placed it on the table, as Pierce spoke to his customer, “I give you this, and I expect Creepie and her new friends to be dealt with. Can you deliver on that?”

The figure stepped into the light to reveal to be Regina the bee girl that became Alpha Girl at Middlington Middle School bending all students except Creepie and Carla to her will.

“Not to worry, they're as good as squashed.” she downed a jar of honey, before licking her lips.

Return of the Queen Bee

In a room were various beehive boxes set up wit several bees flying around. Approaching was Regina who had just finished a jar of honey. In her other hand was a canister of mutagen which she had got from Dr. Pierce.

She sat the mutagen on a table and opened one end of the canister up. She whistled, and swarms of bees flew towards her, as she spoke, “Yes, my workers. Soon I will have my revenge on Creepie Creecher, and that second rate queen Carla for stealing my subjects from me. And you will assist me. With this mutagen, you will become better than you already are. Now, feast!”

The bees all started flying to the exposed mutagen and started sucking some of it up one by one. Regina watched as the bees started buzzing loudly as the insects started casting huge shadows off the wall indicating their mutation was starting. The bee girl watched with a sinister grin knowing tomorrow she would take her rightful place as queen bee of Middlington Middle School.

The very next day, Creepie, Budge, and Chris-Alice were walking the school halls on their way to their opening class where Fugitoid was teaching.

As they walked they overheard a conversation between Carla and Melanie, “I don't believe this,” Carla sighed, “I thought I'd be able to find the Rainbooms here in Middlington, but so far not a trace of them.”

“I know,” Melanie agreed, “You'd think they just passed through instead of stopping here?”

“If they did, I couldn't blame them,” Carla replied, “Why would the Rainbooms wanna stop in a town like this? And I was so looking forward to meeting them, and get some fashion tips from Rarity.”

As the trio listened, they couldn't help but chuckle knowing the Rainbooms were much closer than they two knew. But couldn't tell them because they had to remain undercover while trying to procure the mutagen Pierce had on him. Nevertheless they continued on before entering the class room with the other students.

“Good morning, students.” Fugitoid greeted.

“Good morning, Professor Honeycutt.” they answered.

“I do hope you're all excited for a wonderful day of learning the wonders of science!” Fugitoid spoke all giddy, while noticing some students just gave him dry expressions, while Budge and Chris-Alice smiled in respect while Creepie being who she is remained indifferent, “Now then, let's start by opening our books to chapter-” Fugitoid was cut off by the sound of the classroom door opening.

“Sorry I'm late.”

Everyone looked to the classroom entrance, as Creepie and her friends gasped. There in the doorway stood Regina who smirked smugly.

“Regina!” Creepie and Carla gasped to themselves.

“Oh, hello. Forgive me but I don't recall your name on my class roster.” Fugitoid said.

“I see. Well, perhaps it's not up to date.” Regina said, as she strut her way to an empty seat, ignoring the staring eyes at her from Creepie and Carla.

“Ok, then. On with today's lesson.” Fugitoid said, while feeling unsure of the sudden arrival.

Later on as class ended, Creepie and her friends walked, as Chris-Alice spoke, “Wow, we haven't seen Regina since Carla took back her role as the school's queen bee.”

“And for good reason too.” Creepie reminded her.

“I can't believe I fell victim to her bee charms.” Budge sighed.

“Just about everyone did. And it wasn't necessarily your fault,” Creepie explained, “After all being a queen bee that she is, she somehow managed to get everyone to follow her lead.”

Carla and Melanie walked along side them, “That diva has some nerve showing her face here at school,” Carla growled, “Can't she just accept defeat and move on?”

“Uh-oh, there looks like trouble.” Chris-Alice motioned to Regina up ahead who was heading their way.

The group stopped in their tracks, as Regina stood before them, “Well, if it isn't my disloyal subjects,” she motioned to Budge, Chris-Alice, and Melanie who looked nervous. She turned to Carla and Creepie, “And the usurper who took my crown, and her creepy friend. I mean her friend Creepie.” she sneered.

“What're you doing here, Regina?” Carla demanded.

“In case you forgot, you were overthrown.” Creepie reminded her.

“Oh, I assure you, I intend to take the throne back, and you will all be wishing you stayed loyal to me.” Regina promised, as she strut right past them.

“Should we be worried?” Chris-Alice asked.

“I sure am.” Melanie said nervously.

“I'm not afraid of her.” Carla said confidently.

Creepie looked back and forth between them, knowing despite Carla's confidence, she has no idea what Regina really is. But knowing the truth, she ducked around a corner and pulled out a T-phone Donnie gave her.

Back at Creepie's home, the ninjas and Rainbooms were either lounging around or exercising. Donnie was looking over a map of the town with April, Leo, Sunset, and Twilight observing. Donnie marked x's off certain spots, “So far these locations have been dead ends to Dr. Pierce's whereabouts.”

“And there's still many other places to check out.” Twilight inspected.

“So what say we get back out there and check?” Casey suggested.

“I agree with Casey,” Raph agreed, “I want some action here!”

Leo's T-Phone rang, as he spoke, “Hold that thought,” he answered it, “Creepie, what's up? Huh? Where? Are you sure? Ok, we'll be right over.” he ended his call.

“What's going on, Leo?” Karai asked.

“Creepie, she said there's someone at her school that she has history with. Bad history.” Leo answered.

“Who?” Fluttershy asked.

“A girl named Regina.”

“Regina?” Wallflower asked in surprise, as all eyes fell on her.

“Wallflower, do you know her?” Mikey asked.

“Not directly, but a few nights ago Creepie talked about her with me.” Wallflower flashed back to a few nights ago.

(Flashback)

Wallflower was with Creepie in the backyard, as they trained together. Afterward they stopped for a break as they started talking about school life.

“So Sunset Shimmer really was a bad girl?” Creepie asked getting her side.

“Yeah. To everyone. Although, not to me. Not because I was special or anything. It's because even back then I didn't exist to her or anybody. Even after she changed her ways she still didn't know I existed. And that drove me to feeling bitter about her.”

“Which led to you finding the Memory Stone and removed all good memories of her from her friends, and the students at CHS.” Creepie recalled the story.

“Yeah,” Wallflower sighed, “I just wanted her to suffer and be ignored the same way I always felt. She acted like she ran the school and that suddenly everyone was ok with her when she went straight. But I shouldn't have done what I did. And not a day goes by I wish I could take it all back.”

Creepie patted the teenagers arm, “It happens. Though I will say my classmate Carla fails in comparison to how Sunset was as a queen bee.”

“Is Carla a friend of yours?”

“I wouldn't truly say friend, more like mutual acquaintance,” Creepie replied, “But she has her moments. In fact I once helped her.”

“How?”

“One day this new girl Regina arrived right when Carla was absent due to a dental appointment. Regina upon arriving had slowly started gaining the loyalty of Carla's crowd, the students, and the faculty making them all act like mindless drones catering to her every whim. Sort of like worker bees to their queen.”

“Whoa.” Wallflower gasped, “So how come you weren't affected by her?”

“I grew up with insects, her ability had no effect on me,” Creepie answered, “When Carla returned, she didn't like that her friend Melanie and the rest of her crew dumped her for Regina. While Carla started feeling like she'd never become alpha girl again, I was keeping a close eye on Regina knowing she wasn't as she seemed. I decided to bring her true colors out by helping Carla regain her title.”

“And how?”

“By having the two compete in a series of contests for the title of Queen Bee. Carla won, and I decided to confront Regina who revealed herself to be some bee witch.”

“Bee witch?” Wallflower asked in confusion.

“Yes. And like a Queen Bee she used some kind of bee pheromones to bend everyone in school to her will.”

“Well, Sunset once tried something like that turning students into zombies. But it didn't last long. Still, that Regina sounds like a dangerous girl.”

“I know. Luckily I scared her off with one of Carla's hairspray can by making it look like a can of bug spray.”

“Clever.” Wallflower smiled.

“I know. She buzzed off and we never saw her again.”

“Well, at least Sunset learned her lesson. Same couldn't be said for your Regina.”

“That's for sure.” Creepie nodded.

“Glad we could have this talk, Creepie.” Wallflower smiled.

“Me too.” Creepie agreed, as the two high fived.

(Flashback ends)

“You think Regina's come back to stir up trouble?” Sunset asked.

“If what Wallflower said is true, and Creepie's warning there's no doubt about it.” Leo said.

“We better head over to the school and keep an eye on it.” Applejack suggested.

“My thoughts exactly.” Rainbow agreed.

“So let's go!” Mikey called, as they all hurried out the door after grabbing their weapons and such.

Back at the school, the students were at lunch, with Creepie, Budge, and Chris-Alice sitting together. While Carla, Melanie, and the rest of her crew were at another. Suddenly the doors flung open, and Regina stepped in grabbing everyone's attention.

“Listen up everyone. As you are aware I was once leader of this school, until a certain someone usurped my position.” Regina glared at Carla who frowned and stood up announcing back.

“Get a clue, Regina! You lost fair and square.”

Regina frowned, “Well, I'm taking back the crown, and you will never stand in my way again.”

“Oh, yeah? You and what army?” Carla challenged her.

Regina smirked, “This one.”

Suddenly flying into the cafeteria from the entrance was a swarm of mutant bees whose buzzing echoed throughout the room.

“Holy guacamole!” Chris-Alice gasped, as the students screamed in fright, before taking cover under the tables.

“This is messed up.” Budge gasped.

“Oh, boy.” Creepie gasped knowing something like this was bound to happen.

Carla was snatched up by one of the bee mutants and brought over to Regina who gripped her chin and made Carla face her, “You took my workers, so now I brought new ones. And when I'm done with you, you'll know what it really means to be a queen bee!” she started laughing maniacally as she shed her human appearance and transformed into her bee hybrid form much to everyone's shock.

The Queen's Hive

As Bee Regina's mutant worker bees were capturing student after student, and faculty members, Creepie, Budge, Chris-Alice, and Melanie watched from under one of the tables.

“This is a bad day.” Melanie said in shock.

“What do we do?” Budge asked.

“We have to get out of here.” Creepie answered.

“But what about Carla?” Melanie motioned to Carla who was still held by one of Regina's servants.

Creepie's eyes tightened, “I'll handle this.”

Creepie got out from under the table much to Budge and Chris-Alice's worry. Creepie looked up at the captured Carla and the mutant bee holding her.

'Remember my training.' Creepie thought to herself before using all she was taught.

She jumped onto a table before spotting some of the mutant bees flying at her. Creepie smirked before started jumping atop each mutant before getting close enough and punched the bee mutant holding Carla captive. This resulted in Carla being released and started falling for the floor screaming.

“Budge!” Creepie called down.

“On it, Creepie!” Budge got out form under the table and held his arms out catching Carla. He looked down at the popular girl and spoke, “You ok?”

“I will be once my heart starts pumping again.” Carla answered in shock.

“Look out!” Chris-Alice called, as some bee mutants were flying at the two only to get blasted by laser shots courtesy of Fugitoid with his arm blasters ready.

“Leave my temp students alone!” he ordered.

“Fugitoid!” Creepie said in relief as she landed on one of the cafeteria tables.

“Creepie, get your friends out of here. I'll hold them.” Fugiotid ordered.

Creepie nodded and spoke to her friends, “Come on, let's get out of here!”

“But what about everyone else?” Melanie asked.

“We'll come back for them!” Chris-Alice promised, as they ran out of the cafeteria.

Regina seeing this growled, “Stop them!” she ordered some of her bee mutants. The bee mutants fly after the group.

Creepie and her friends run down the hall trying to get to the exit, as Budge glanced behind them seeing the bee mutants flying after them.

“Don't look back!” he cried.

Chris-Alice, Melanie, and Carla unfortunately looked back and screamed as the mutants were closing in on them.

“There's the door!” Creepie called, as they finally reached the exit and slipped out closing the doors before the mutants could follow.

“We made it.” Chris-Alice said in relief.

“Yeah, but what about the others?” Carla asked in confusion.

“Yeah, like what's with that new crowd following Regina?” Melanie asked.

Creepie sighed, “Carla, Melanie, there's no easy way to say this, but Regina's not your average girl.”

“Obviously.” Carla replied figuring out that much.

“She has a strong connection with bees and now she has an army of mutants at her command.” Creepie continued.

“Mutants?” Melanie asked.

“That is too weird even for you, Creepie.” Carla said.

“Actually, she's right on the dot.” came a female voice.

The group looked seeing Rainbow Dash, the rest of the Rainbooms, Wallflower, April, Keno, Casey, Karai, and Shini standing ready.

“The Rainbooms?!” Carla and Melanie gasped.

“About time you got here.” Creepie said.

“Better late than never.” Pinkie shrugged.

“Not that this isn't the greatest moment in my life, but what're you girls doing here?” Carla asked.

“And who're they?” Melanie looked at Wallflower, and the New York heroes.

“Friends, and we're here to help stop Regina.” Sunset explained.

“And how're you going to do that?” Carla asked, “You're just a rock band.”

“Maybe to you, but we're much more than that.” Applejack smirked, as the group drew their weapons.

“What're they carrying?” Melanie asked.

“Our ninja weapons, of course.” Pinkie smiled.

“Ninja weapons?” Carla asked in confusion.

“Yeah. We're a band, and we're trained ninjas.” Rainbow boasted.

“All thanks to our four special friends.” Rarity finished.

The two girls were confused, until the Rainbooms stepped to the sides to reveal the turtles, “What up?!” Mikey greeted excitedly.

Carla and Melanie screamed in shock at the sight of them, “First mutant bees and now mutant turtles?” Carla asked in shock.

“Relax, Carla. They're my friends.” Creepie calmed her and Melanie.

“They're all our friends.” Budge put in.

“They're right,” Leo answered, “I'm Leonardo, and these are my bros, Donatello, Raphael, and Michelangelo.”

“Hi.” Melanie waved nervously.

“We know this is a lot to take in, but we're here to help.” April assured her.

“Um, where's the professor?” Shini looked around.

“He's back inside holding off the bee brigade.” Budge answered.

“Then we gotta get in there.” Karai said.

“Right,” Leo agreed, “Everyone brace yourself. Bee stings hurt, but mutant bee stings are just as painful.”

“Well at least this time you won't turn into zombie slaves from them.” Mikey reminded his bros who gave him dry looks, before Raph clonked his head.

“Let's go!” Sunset ordered, as they hurried back inside.

As they ran through the hall, Fluttershy looked around, “You know, Creepie, you do have a nice school.”

“We'll take the tour later, Fluttershy.” Twilight told her.

“Where's Regina?” Donnie asked Creepie.

“Cafeteria.” the bug girl answered.

“Hope the food there is better than the kind they serve at our school.” Casey told April.

“Somehow I doubt that.” April replied.

Back in the cafeteria, the whole place was starting to look like a honeycomb where the students and faculty who were all unconscious were trapped inside each hole like a prison. Fugitoid held out as long as he could but was restrained by some of the mutants. Regina who was sitting on a makeshift throne was drinking honey while watching her worker bee mutants build her new hive.

“Ah, yes. It's good to be the queen.” Regina said boastfully.

“Well, hope you're ready to surrender your crown.” came Leo's voice, as the Turtles, ninjas, Rainbooms, and the kids entered.

“My friends!” Fugtoid gasped.

“What is this?!” Regina demanded.

“We brought back up.” Creepie said.

Regina eyeballed the turtles, “Really, you brought turtles to your fight.”

“We ain't your garden variety turtles, bee girl.” Mikey warned her.

“We're teenagers!” Leo began.

“We're mutants!” Donnie followed up.

“And we're ninjas!” Raph finished.

“And we're the teens that're gonna leave you stung!” Rainbow boasted.

Regina just laughed, “Oh, that's rich!” she noticed the serious looks on their faces, “Wait, you're serious?”

“As a heart attack.” Casey replied.

Regina frowned, before turning to her minions, “Attack!” her mutant bees buzzed flying for the heroes.

“Take 'em!” Leo ordered, as the team spread out.

As some bee mutants were flying at Rainbow and Applejack the two struck the bees with their weapons, before Rainbow started running circles around the mutants making them dizzy.

Applejack used her super strength to pick up a single cafeteria table and chucked it at three more mutants. Carla and Melanie watched in awe.

“Wow, I knew Rainbow Dash was the athletic Rainboom, but that's faster than a normal athlete.” Carla gasped.

“And Applejack's sure strong.” Melanie added.

“They're not the only ones gifted.” April said, as she threw her tessen and using her psychic powers maneuvered it around slicing down several bee mutants..

Mikey, Raph, Casey, and Keno were facing off against a few bee mutants whack and cutting them down to size.

“Watch out for the stingers!” Casey called, as he used his tazer to shock one of the bees.

“Don't have to tell me twice!” Raph replied, as he stabbed one with his sai.

As Mikey fought one bee mutant he was knocked over to the lunch counter where he saw an array of foods, “No pizza? What kind of cafeteria is this?”

Donnie, Rarity, Shini, and Fluttershy were dodging more of the mutants, as Fluttershy spoke, “Oh, I hate the fact we're attacking insects. They might've been friends of Creepie's.”

“If they were hanging around Regina, I doubt they are Creepie's friends.” Shini assured the shy girl.

“Shini's right. These insects don't care who they harm as long as they serve their queen.” Rarity said, as she used her sickles to cut down two bee mutants, before projecting a diamond shield to block one that tried to sting her.

Donnie was whacking the bee mutants away with his staff, “Oh, not this time! I've been stung before. And I'm not gonna get a swelled up face again!” he used the spear part of his staff to stab one bee mutant.

Pinkie was bouncing around the cafeteria dodging bees, before kicking one away, and lassoing one with her chain and swung it into two more.

“Whoopsie!” Pinkie giggled, before more bee mutants surrounded her, “Uh, oh.”

The mutants readied their stingers, until Pinkie readied some sprinkles, “Surprise!” she tossed them up and they exploded confusing the mutant insects.

The mutants tried to get themselves together only to see a cannon on the floor with Pinkie standing by it, “Double surprise!” she pulled the cord and the cannon shot multiple pies out of it nailing the bee mutants making them fall to the floor.

Sunset Shimmer slid underneath a cafeteria table before reaching the other side and threw one of her kunai at one bee mutant nailing it as it fell to the floor. She collected the kunai before noticing three bees flying around her.

“Hey, guys, what's the buzz?” her eyes widened, “I can't believe I just said that.” the bees fly at Sunset who dodged each of their stingers, before throwing a kunai each as they went deep into the three making them fall to the ground.

Regina watched in disbelief as her army was being defeated, “No! I will not accept defeat!”

“Accept it or not, it's clear as day, Regina,” came Leo's voice, as he, Twilight, Karai, and Fugitoid stood close, “You've lost.”

Regina hissed, “Not yet!” she flew at the group and tried to sting them. She just managed to graze the sleeve of Twilight's blouse.

“Twilight!” Leo called, as he looked at her arm.

“How is it?” she asked.

“Don't worry, she didn't get you.” Leo assured her.

Spike poked out of Twilight's backpack, “Still that was too close.”

Over by the kids, Carla and Melanie overheard Spike, “Did Twilight's dog just talk?” Melanie asked.

“What next? Insects can talk too?” Carla asked rhetorically, as Chris-Alice spoke.

“Yeah, about that.”

But Chris-Alice didn't have time, as Regina after flying past Leo and the girls was flying right for them, “You're mine!”

The kids braced themselves, until Regina was stopped in place. She hissed and looked back seeing Karai gripping one of her bug legs with her snake arm, while her face was snake-like, “Leave those kids alone!” the ninja girl hissed.

“Fine, I'll start with you!” Regina flew at Karai who went full snake mutant and started wrestling with Regina in the air.

“That girl turned into a snake!” Carla gasped.

“Yeah, this day's full of surprises, isn't it?” Budge asked.

Creepie getting an idea looked to Chris-Alice, “Chris-Alice, you still carry a can of bug spray on you?”

“Yes. I know you don't like it when I do, but dads orders.”

“Good. I'll need it.” Creepie replied.

Karai wrestled Regina to the ground, as the bee girl looked up seeing the turtles and their friends standing victoriously as the floor was littered with defeated bee mutants.

Leo aimed his sword in Regina's direction, “Your army has fallen. Your reign as queen is over.”

“Hardly,” Regina hissed, “I'll get more bee mutants and mark my words I will reign forever!”

“Hey, Regina!” came Creepie's voice, as Regina turned around seeing Creepie holding out the bug spray can from Chris-Alice, “Buzz off!” she sprayed Regina making the bee girl cry in pain.

“Booyakasha!” the turtles announced, as the four performed a shell shock on the bee girl knocking her out.

Carla looked down at the unconscious queen bee, “Is she...”

“No, just knocked out.” Leo assured her.

“Come on. We got to get everyone out of here.” Sunset said, as they broke open the honeycombs and pulled the students and teachers all that were unconscious.

“They're all ok.” Donnie explained.

“Yeah, good, but what do we do about all this?” Applejack motioned to the defeated bee mutants, as well as the unconscious Regina.

“Better put in another call to the EPF.” Donnie sighed.

Later on, the entire school cafeteria was cleaned up courtesy of the EPF, and everyone woke up thinking it was all just a dream. When school let out, Carla spoke to Creepie, “So what happened with Regina?”

“Fugitoid said the EPF took her in where she'll be incarcerated. I don't think we'll be seeing her anytime soon.” the bug girl explained.

“Well, good riddance.” Carla said.

“Yeah, she was a buzzkill.” Melanie said.

“Melanie, no bee puns.” Carla told her.

“Sorry.”

“But you and your friends got a lot of explaining to do, Creepie.” Carla told the short girl.

“Understood.” Creepie replied.

Soon Creepie brought her friends, Carla, and Melanie to her place, “Wait, this is where you live?!” Carla asked in shock.

“But this is the house where...” Melanie recalled.

“Yeah, I heard you went here instead of Chris-Alice's party due to the mix up on the invite.” Creepie remembered what her family told her.

“Oh, so that's what happened,” Chris-Alice realized, “Oopsy daisy.” she giggled.

“But this house is haunted.” Carla said shivering.

“Not haunted. But you'll find out. Come on in.” Creepie showed everyone inside.

The turtles and all their friends waited for them inside, “Hey, glad you got here in one piece.” Karai said.

“Well Carla and Melanie deserve answers if it's all right with you, Leo.” Creepie told the lead turtle.

Leo nodded, before turning to the two girls, “You both have the right to know everything you just witnessed.”

“You're darn right we do.” Carla confirmed.

“But first, let me introduce you to my family.” Creepie said, as all the bugs of the house swarmed together.

“Bugs!” Carla and Melanie clung to each other screaming.

“It's ok, girls. They won't bite.” Creepie assured them.

Pauly spoke up, “Unless ya got something sweet on ya that is.”

“Sweet-sweet!” Gnat cheered.

“Bugs do talk?” Carla asked.

“I will never be surprised ever again.” Melanie said in shock.

“Carla, Melanie, it's time you knew everything. But then again I already told you my side of the story.”

Carla and Melanie thought back and remembered when they had a game of true story and fake story with Creepie, and they called Creepie's story a fake, “You mean that story... Was about you?” Carla asked in shock.

“For real?” Melanie asked.

“Oh, yeah.” Creepie confirmed.

The two looked at each other feeling awkward and embarrassed. Leo approached, “And now it's time you heard our stories.” the two girls nodded giving them their full attention.

Later after a proper introduction to everyone, the turtles explained their origin along with their adventures in New York and such, while the Rainbooms discussed their side of the story and how they got involved with the turtles.

“And here we are today!” Pinkie grinned.

“O.M.Gosh!” Carla gasped, “You're rock stars and ninjas?” she asked the Rainbooms.

“Eeyup.” Applejack chuckled.

“Crazy, we know.” Sunset said.

“And you all fought monsters, mutants, aliens, and so many other creatures?” Melanie asked.

“More or less.” Raph admitted.

“And you all have magical powers?” Carla asked the Rainbooms.

“We sure do.” Pinkie smiled.

“Wow. Today ended up being more than I expected.” Carla said in surprise.

“Well, now that you two know we ask you never to tell anyone about us. And I mean no one.” Leo instructed the two girls.

“Like anyone would believe us.” Carla replied.

“Yeah, I mean who would actually believe mutant turtles and magical girls exist?” Melanie asked rhetorically.

“Even so, for the guys safety and everything we ask you don't reveal any of this to anyone else.” April said.

“Well, you did save our lives. So we owe you that much,” Carla smiled, “Your secrets safe with us.”

“Forever.” Melanie finished.

“Thanks, girls.” Twilight said gratefully.

Carla then turned to Creepie looking guilty, and spoke, “Hey, Creepie. I want to apologize to you.”

“Apologize, for what?” she asked raising a brow.

“For all the times I tried to make you be normal like everyone else. I thought you were the way you were because you were weird, but it turns out this is just how you were raised. And I shouldn't try to make you into someone you're not.”

“Hey, it happens.” Creepie shrugged.

“So does that mean we can be actual friends?” Carla hoped.

“Yeah, can we?” Melanie asked.

Creepie looked to the two, “Girls, we were never not friends.”

The two girls smiled happily, as Mikey and Pinkie brought them in for a group hug, “Ooh, hugs all around!” Pinkie cheered.

“Yeah bring it in!” Mikey cheered.

As Carla and Melanie were hugged close to Mikey with Creepie, the popular girl asked the bug girl, “The turtles don't have salmonella do they?” Creepie just chuckled.

That night, Dr. Pierce and Buzzworth were coming back to the doc's hideout carrying jars of new insects specimens.

“Well, Buzzworth, I say we got ourselves some fascinating new subjects to experiment on.” the doc began.

“Oh, yes, father. I can't wait to see what they turn out like.” Buzzworth buzzed.

As they entered the hideout, the two stopped seeing someone in the shadows of the room, “Who's there?!” Pierce demanded.

“About time. I was waiting for you to return.” the intruder said still sticking to the shadows.

“Buzzworth, seize him!” Pierce ordered.

“On it!” Buzzworth flew at the intruder ready to attack only to be grabbed by the throat.

“Pitiful!” the intruder said before throwing him back over to Pierce, “And yet, your knowledge of all things insects has brought me to you, Dr. Pierce.”

“Who are you?” Dr. Pierce demanded.

“You may call me...” the figure stepped into the light to reveal a familiar purple insect alien, “Dregg!” Pierce and Buzzworth gasped at the sight of the intruder.

Dregg's Plan

That very night, Pierce and Buzzworth were following Dregg into another building in the vicinity. Pierce had been wheeling the mutagen canisters he hadn't used yet having been instructed to bring them. The entomologist and his mutant assistant had been silent for awhile, until the human spoke up, “Pardon me, Mr. Dregg...”

Dregg spun around and spoke, “That's LORD Dregg to you, fleshling!”

Pierce and Buzzworth backed away in shock, before the doctor corrected himself, “Sorry. Lord Dregg. Where exactly are you bringing us?”

“This is my temporary lair here in the city. But once I've amassed enough of my army I will be relocating to more appropriate housing.” Dregg answered, as he brought them inside a factory.

Inside the two saw set up was a large machine that was breeding Dregg's minions the vreen. The machine spat out eggs that were all lined up waiting to hatch. The two saw supervising the vreen incubation were two more figures. The first one looked like a small anthro hercules beetle creature whose wings were covering his body like a cloak.

The second figure was wearing organic battle armor and a helmet (Imagine Flik the ant wearing A Mandalorian helmet).

The hercules beetle creature spotting Dregg went over and spoke, “Ah, Lord Dregg. You've returned. You'll be happy to know the vreen are coming along nicely.”

“Excellent, Mung,” Dregg replied sounding pleased, “Boys, allow me introduce you to our new partners. This is Dr. Pierce and Buzzworth.”

“Hello.” Pierce waved.

“Hi.” Buzzworth buzzed.

“And these are my two new assistants. Mung, my second in command. And my newest assassin Hi-Tech.”

Mung bowed his head to the two, while Hi-Tech just nodded and looked away. Pierce looked to Dregg, who spoke, “Please excuse Hi-Tech. He's not much a talker, but he's a professional when it comes to his work.”

“I see,” Pierce replied, as he looked at the vreen being incubated inside the machine, “And what do you have cooking up in here?”

“My new army of vreen.” Dregg answered.

“They're incredible. Definitely much stronger looking than the help I've been depending on.” Pierce said, while Buzzworth knowing that was directed at him couldn't help but look down in shame.

“Ever since my failed invasion of earth I've spent months in hiding waiting it out until the time to act was right. And now the time draws near,” Dregg explained, “I was able to create a new breeding machine for my vreen with the help of Mung's invention the microbots.”

“Microbots?” Pierce asked, as Mung came over showing him a container of microscopic robots swarming around inside the container.

“Minuscule robots that can absorb any material and reconstruct new things.” Mung explained.

“Extraordinary.” Pierce looked at them.

“The machine has been producing vreen after vreen, but we may have a way to make the vreen even stronger,” Dregg said, as he eyed the mutagen, “Which will require the mutagen you've found here. The Kraang were fools to leave such a stash in this simple town.”

“My thoughts exactly.” Pierce agreed, “So if we can transfer the mutagen into your vreen soldiers...”

“We will have a super mutant bug army that no one can stop. Not even certain mutant terrapins and teenage fleshlings.” Dregg sneered.

“Well, Lord Dregg. You've had my curiosity, but now you have my attention. Consider my services at your command.” Pierce said.

Dregg smirked, “Good choice. And together we will take this planet in the name of all things insect!” he began laughing maniacally along side Dr. Pierce.

“Alright enough of that. Mung!” Dregg announced, as Mung stood ready, “Let's get the mutagen loaded into the machine.”

“As you wish, my Lord.” Mung answered, as he and Hi-Tech started taking the canisters to the machine to load them.

Unknown to them watching from an open window was a dragonfly who looked nervous before taking off through the night flying.

The next morning at Creepie's place, The turtles, their allies, and the Rainbooms were teaching Creepie and her friends some katas.

“That's it, kids. You got it.” Leo said, as the five kids followed along.

“You know this is really good for my body.” Carla admitted.

“Yeah, I feel like totally new.” Melanie agreed.

“It's doin' wonders for me.” Budge agreed.

“Just keep focusing.” Creepie told the group not breaking their concentration.

Soon the group was finished, and the five kids fell on their backs and laid on the grass. The Rainbooms looked down at them, as Sunset spoke, “Not bad you guys.”

“Feels good doesn't it?” Rainbow asked with a smirk.

“Maybe, but boy is that exhausting.” Carla said, while panting.

“Hey, we felt the same way when we first started.” April said on behalf of her and the Rainbooms.

“But in time it becomes second nature.” Twilight admitted.

“Can we break for food now?” Mikey asked hopefully.

The others looked in agreement and were about to head inside, until a voice called out, “Creepie! Creepie!”

They saw the dragonfly that spied on the villains was flying right down for them before landing on the back porch ledge and panted.

“Evinrude?” Creepie asked, “What're you doing here?”

“You know this dragonfly too?” Shini asked her.

“A friend of the family. So what brings you here?” Creepie asked Envinrude who finally caught his breath.

“Sorry, I would've been here sooner, but I ran into some bats on my way here. Had to hide out in a bottle until they got bored,” Evinrude began, “But I'm glad I got here. I got good news and bad news. Which do you wanna hear first?”

“We'll take good news.” Pinkie smiled.

“Well, good news is I found Dr. Pierce like you asked me and others in town to keep an eye out for.”

“Really?” Donnie asked, “Well, that's good to hear. Now we can get the mutagen from him.”

“Well, it won't be so easy once you hear the bad news.” Evinrude cringe.

“And that would be?” Rarity asked fearing the worst.

“He's going to use it to make this army of super bugs with the help of someone else he was meeting with last night.”

“Oh, that's terrific.” Raph said in sarcasm.

“Who is this someone Pierce is working with?” Leo inquired.

“From what I heard he goes by... Dregg.”

At the mention of that name, the Turtles, the New York heroes, Fugitoid, and the Rainbooms froze, “You've got to be kidding me.” Applejack groaned.

“Dregg is alive?!” Fluttershy asked in shock.

“He really is hard to squash.” Raph crossed his arms.

“Just when we think we've seen the last of him.” Donnie sighed.

“Um, question,” Chris-Alice raised a hand, “Who're we talking about?”

“Yeah. Who is this Dregg?” Creepie wondered.

Fugitoid used his eyes to project a visual of the enemy. The sight of him made the kids minus Creepie look freaked.

“Ugh. He's even more hideous than Regina!” Carla gagged.

“That's him?” Budge asked the group.

“That's right,” Fugitoid confirmed, “Lord Vringath Dregg. A notorious crime lord that ruled the planet Sectoid 1.”

Leo spoke, “During our space travels we ended up making an enemy out of him.”

“Due to a combination of certain someone's causing trouble.” April motioned to Mikey, Casey, Raph, and Leo.

“Hey, that food was trying to eat me!” Mikey protested, “Not my fault the chef neglected to tell me it was valuable and the last of its kind.”

“And I was just trying to make small talk with a local,” Leo added, “How was I supposed to know she was in a relationship and her boyfriend tried to attack me.”

Raph and Casey were ready to protest themselves, but stopped realizing what happened, “Ok, maybe if Casey and I weren't horseplaying around at the weapons display we wouldn't have invoked the security.” Raph began.

“Leading to us getting you and Donnie in trouble with that one vendor.” Casey finished.

“In our attempt to escape those after us, we ended up ruining a deal Dregg was making by destroying some of his valuable trade goods.” Donnie explained.

“And since then he's been trying to hunt us down, even incorporating the aid of a hunter to bring us to him.” Leo said.

“In our search for the pieces of the black hole generator he and his army tracked us to one of the planets housing a piece and tried to destroy us.” Twilight added.

“Luckily Hiidrala and the Daagon helped us.” Fluttershy said.

“He lured us to his home planet using a fake S.O.S from our Salamandrian friends.” April put in.

“Last the girls and I saw him he worked with the Triceratons to get the last piece of the generator but apparently betrayed him.” Sunset said.

“He eventually came to earth to try to wipe us out and take over the city,” Donnie continued, “But we were able to blow his ship up where we hoped it took him with it.”

“Obviously that backfired.” Raph said.

“But how did he survive?” Rarity wondered.

“And where's he been all this time?” Casey asked.

Fugitoid spoke, “I'm not sure. But if Dregg is now involved in this then our mission has just become more dangerous.”

Fluttershy spoke to the dragonfly, “Evinrude, what else did you see?”

“Well, they planned on using Pierce's mutagen to make more stronger vreen soldiers for Dregg. And he's already got two followers with him.

“Two followers?” Keno asked looking at the guys.

“Doubt it's Armaggon.” Applejack said.

“From what I heard their names are Mung and Hi-Tech.” Evinrude explained.

“When we see him I'll decide if their names are right for them.” Mikey crossed his arms.

“Evinrude, can you take us to where you last found them?” Twilight asked.

“You bet I can.” he confirmed.

“Team, get yourselves ready.” Leo instructed the group.

“What can we do?” Chris-Alice asked.

“You kids wait here.” Leo answered.

“Huh?” Budge asked.

“Why?” Creepie asked.

“At first Dr. Pierce sounded like someone we could handle together, but now that Dregg is involved things just took a whole different turn.” Leo explained.

“I understand he's one bad guy, Leo,” Creepie began, “But Pierce is still my problem. And I'm not gonna just stand by and do nothing.”

“And we just survived dealing with mutant bees.” Carla reminded him.

“This is what you trained me for,” Creepie put in, “I'm ready to use all you taught me against something tougher than what I've been dealing with.”

“She has a point Leo.” Karai agreed.

“And if Dregg is using mutagen to strengthen his vreen then we'll need all the help we can get. No matter how small it may be.” April said motioning to the kids.

“Plus, we got something Dregg doesn't have.” Mikey added motioning to his medallion.

“Mikey's got ya there.” Rainbow agreed, while motioning to her geode.

Leo looked between groups before letting out a sigh, “Alright, guys. You can come. But you have to follow orders. Whatever we say goes. Got that?”

“You betcha.” Budge saluted, as the girls nodded.

“Alright team. We got work to do.” Leo said, as they went inside to prepare themselves.

Author's Note

WarriorofFaith18 pitched the idea and designs of Hi-Tech and Mung who were also servants of Lord Dregg in the 80s cartoon, but he's given them makeovers for the 2012 version.

Image designs of the two new characters by Ezio1-3

Ninjas vs Bugs

At Creepie's place, the ninjas, their friends, and the Rainbooms were gearing up, making sure their weapons were prepped, while gathering as much supplies as they can take. Even Creepie herself was arming herself with a few smoke bombs, and prepping her own weapon.

“Creepie?” came a voice, as Creepie looked seeing Karai standing in her bedroom doorway.

“Yes, Karai?”

“Everyone's waiting downstairs.”

“I'll be right there.” the girl answered.

“Also, how're you feeling?” Karai inquired.

“What do you mean?”

“We're about to go up against some real bad alien bugs. I only met Dregg once compared to the turtles and the Rainbooms, but that one time was enough to give me the hint he can be just as bad as Shredder. I wanna make sure you're prepared for what we're about to face.”

Creepie nodded, “I appreciate your concern, but I'll be fine. I've faced my own set of crazy things before. And this will be just another one to add to the list.”

Karai smiled, “You really do have confidence, but don't let that turn into cockiness.”

“Understood.” Creepie replied.

“Come on, let's go.” Karai said, as the two went downstairs.

Soon the Party Wagon, the Shellraiser, and the Rainboom bus were driving through Middlington with each of them following Evinrude's directions to the lair where Dregg was at.

Leo spoke from a comm inside the Shellraiser which transferred to the other two vehicles, “Alright team. We know what we're up against, but that doesn't mean we should go in acting like it's nothing we haven't done before.”

Donnie who was driving the party wagon spoke, “He's right. We may have faced Dregg before, but he has two new associates from what we've been told, and they're using the mutagen Pierce found to make super Vreen soldiers.

Rainbow spoke through the intercom, “Yeah, we know, but this time the joke's gonna be on Dregg, because he has no idea this time we have a little upgrade as well.”

“Yeah, boy. We're gonna squash some space bugs!” Mikey cheered.

“Remember, Mikey, let's not get cocky.” Leo reminded him.

“I'm eager to see just how dangerous this Dregg guy really is.” Keno said.

“Yeah, I never even got to face him when he came to earth,” Casey grumbled, “Fine time for a hockey game away from home.”

“Even if we faced a memory version of him it still pales in comparison to the real thing.” Sunset added remembering when Wallflower created memory versions of their past enemies, including Dregg.

“Same for a spirit version.” Rarity put in recalling Dregg was her spiritual adversary she had to fight during her spirit quest at Camp Everfree.

“Even so, he caused a lot of trouble for us, and because of him we came close to losing the earth a second time.” Raph said.

“Exactly. Whatever we're up against, we'll face it together.” Leo concluded.

Creepie and her friends who were on board the Rainbooms bus were surprised at the pep talk, before Melanie announced, “Go team!”

“That Leo sure knows how to give a team speech.” Budge admitted.

“That's normally how he is.” Twilight told him.

Soon the three vehicles were coming up on the factory where Evinrude told them their enemies were at. After exiting their rides, April concentrated, “They're inside. A lot of them.”

“What about the perimeter?” Leo asked.

“I'm not sensing anybody on the outside.” the redhead psychic replied.

“For a guy with a supposed army, you'd think he'd have more security.” Carla said.

“Probably because he has no idea we know he's here.” Sunset suspected.

“Well, he's about to find out.” Rainbow said eagerly.

Applejack turned to Budge, Chris-Alice, Carla, and Melanie, “You guys wait here until we give the signal.”

“You can count on us.” Chris-Alice answered, as Budge saluted.

“Alright, team. Let's go.” Leo said, as they headed for the entrance of the factory.

They burst through the doors armed and ready, “Freeze dirt bags!” Casey announced.

The group stopped to see there was no one around, no sign of Pierce, Dregg, or his new followers. Not even a single Vreen.

“Well, this was anticlimactic.” Donnie said.

“April, I thought you sensed others in here.” Rarity recalled.

“I did.” she confirmed.

“Then if they're not here...” Keno began, until they looked up and suddenly saw dropping down on them were Vreen soldiers that looked buffer than before.

The Vreen grabbed the ninjas, Rainbooms, and Creepie pinning them down to the floor. They struggled, until they saw a pair of purple feet land before them. They looked up seeing Dregg accompanied by Hi-Tech, Mung, Pierce, and Buzzworth.

The gangster alien bug laughed, “Once again you stumble right into my trap. You pathetic earthlings haven't changed one bit!”

“You're not better yourself, Dregg!” Leo frowned.

“You're just as twisted as ever!” Rainbow spat.

Dregg looked down seeing the CHS students, “Ah, the Rainbooms. It has been far too long since I last laid my eyes on you.”

“And we were hoping we'd never have to look at your ugly mug again.” Spike barged, as the Vreen restraining him held him tighter.

Mung looked upon the intruders, “These be the terrans who caused you so much trouble, master?”

“More or less.” Dregg replied.

Pinkie spoke up, “Since we're all thinking about it, tell us Dregg, how did you survive having your ship blown up that time you tried invading New York?”

“Yeah, how?” Mikey asked.

Dregg smirked, “I'm glad you asked.” he began to narrate.

Right when I was shocked unconsciously on board my ship, I managed to send a distress signal hoping someone would respond. When my ship exploded I was launched into the atmosphere beaten and injured. Luckily who should answer my SOS, but Hi-Tech here. One of my more loyal hunters. When he discovered my body he took me back to one of my other outposts in the galaxy where my assistant Mung here operates. With the help of his microbots and stasis pod I was on my way to a full recovery. Though it took what felt like a millennium it was all worth it. Mung had the microbots build me a new body and upon being placed inside it I awoke while trying to recollect my recent memories before my unfortunate accident.

It was then I knew only one thing mattered to me now. Revenge. And to begin I would once again take planet earth and use every human as a food supply for my children. When we took off for earth, Mung intercepted sightings of a large abundant of insect mutants located in this small pitiful town called Middlington. So I decided to investigate and upon learning the good Dr. Pierce here had been using Kraang mutagen to create mutant insects I knew I found the right place to set up shop.

Pierce looked at the group, before turning to Buzzworth, “These are the ones that caused you so much trouble?”

“Yes, father,” Buzzworth buzzed, “They're a lot more trouble than they look!”

“Then I suggest it's best we put an end to them here and now.” Pierce suggested to his partner.

“Yes. My revenge begins with you all!” Dregg announced to his enemies.

Mung cleared his throat alerting Dregg, “While I share your desire to subject others to your will, my lord. Let us remember we are here to conquer this planet. We don't want to get too obsessed with focusing on one smaller problem.”

Dregg frowned, and grabbed Mung bringing him up to his face shocking the heroes, “Do not question me, Mung! As long as the Turtles, and their human allies continue to breathe, they will always interfere with my plans!”

“It's true.” Pinkie admitted, while the others gave her dry looks.

Dregg dropped Mung before speaking to the heroes, “With this new Vreen breeding machine and the mutagen Pierce supplied us with, my army will be stronger than ever before. As you've just seen a small sample.” he motioned to the Vreen restraining them.

“We've stopped you before, Dregg. And we can do it again.” Sunset warned him.

“Not likely, Sunset Shimmer. You and your allies barely made it through me before. And that was when you had your Salamandrian allies and that Triceraton enforcer to back you up. And once I'm through with you I'll be going for them as well.”

“If you lay one hand on Mona, I'll!” Raph shouted, only for the Vreen restraining him to press him down harder onto the floor.

“You're in no position to be making threats to me, terrapin. Because there is nothing any of you can do to stop me!” Dregg declared.

“Don't be so sure about that.” Creepie spoke up.

Dregg looked down at the child, “And how pray tell would you say otherwise?”

Creepie smirked, “Because we got back up.”

Fugitoid released a warning sound, and barging in were Creepie's friends armed with exterminator tanks on their backs and hoses in hand.

“Exterminators have arrived!” Budge declared.

“More children?” Pierce asked in confusion.

“I find your reinforcements a minor problem.” Dregg told Creepie.

“We'll show you minor!” Carla declared, as they started spraying an orange mist at some of the Vreen much to Dregg's confusion.

“What is this?”

“A little something I concocted using retromutagen and Chris-Alice's dad's exterminator equipment. Retromutagen bug spray!” Donnie answered smugly.

Dregg watched as some of the Super Vreen started losing their excess muscle due to the retromutagen, “No! I will not let you destroy my new army.”

“Yeah, that's our job.” Rainbow said, as she and the Rainbooms activated their magic and broke free of the Super Vreen's hold. The turtles themselves activated the magic in their medallions and broke free as well. Karai shifted into snake form and got free before attacking the bugs holding the others down.

As the ninjas and Rainbooms stood ready, Sunset spoke to Dregg, “You're not the only one with an upgrade, Dregg.”

“We got new abilities ourselves.” Raph added.

“Still feel like you can take us on?” Rainbow challenged him.

Dregg growled before announcing to his army, “Attack!” And so the Super Vreen led by Hi-Tech flew into battle.

“Spread out!” Leo ordered, as the group split up to deal with the bugs.

Twilight and Sunset fought four Vreen with Twilight swatting and stabbing at them with her weapon, before using her magic to levitate a drum barrel over and nail another one with it. Sunset dodged on Vreen trying to grab her before grabbing onto another and used one of her kunai to stab into it hard enough to make it stop functioning.

“The Vreen are definitely a lot more challenging than Kraang droids.” Twilight confessed.

“I know, right?” Sunset asked, before the two jumped away as another Vreen tried to swoop down and grab them.

Applejack using her clawed gloves combined with her magic strength was slicing at any Vreen flying right by her, “I forgot how pesky these varmints are!”

Pinkie bounced around nailing a Vreen with the sickle part of her weapon, “Yeah, but it's so much fun taking them down.” she saw another flying right for her, before pouring some sprinkles from a shaker into her hand. She infused them with her magic before throwing them at the Vreen before they detonated on it.

Rainbow was running around at super speed stabbing and jabbing her weapon into any of the Vreen that tried to fight her, “Oh, yeah!” she cheered.

Keno and Casey were fighting side by side with Casey whacking some Vreen with his goalie stick, and Keno with his sparing sticks.

“Man, I love fighting these bugs!” Casey said all excited.

“I'm loving it too!” Keno said in excitement.

Budge, and the rest of Creepie's friends were still spraying the Super Vreen with their retromutagen bug spray that was making them weaker for the ninjas to defeat them.

Chris-Alice suddenly saw no more gas coming out of her hose, same as the others, “Oopsy-daisy.”

“Hey, Donnie, we're out of bug spray!” Budge called to the smart turtle who was swatting down some Vreen with his bo-staff.

“Don't worry about it. We got things covered here!” Donnie answered, as all around the Super Vreen that were de-powered thanks to the retromutagen bug spray were weaker.

Soon the Super Vreen were defeated, as Leo aimed his sword at Dregg, “Your Vreen have fallen, Dregg!”

Dregg who wasn't worried at all, smirked and answered, “Oh, but round two is just about to begin.”

Mung chuckled, as he activated the Vreen Breeding Machine that started producing more Super Vreen, “Break all you want. We can always make more!”

The ninjas saw more Super Vreen were being released from the machine much to their shock, “Whoa.” Creepie gasped.

“Now I wish we had more bug spray.” Carla said, as she and Melanie got scared.

“Get them!” Dregg ordered, as more Super Vreen flew into battle against the heroes.

Raph and Leo were fighting some of the robo-bugs, until Hi-Tech dropped in and whipped out two blades from his armor, “Alright, looks like we got ourselves a new challenger,” Raph began before addressing his new opponent, “So, Hi-Tech, is it?” Hi-Tech just nodded in confirmation.

“Not much of a talker, huh?” Leo asked.

“That's ok. I'm not either.” Raph said, as the two brothers armed themselves and fought the hunter together.

Hi-Tech dodged and blocked several of Leo and Raph's strikes, before tripping them off their feet. When he tried to drop his blades on the two, both turtles rolled away and back into their feet.

“Ok, this guys got moves, I'll give him that.” Raph confessed.

“So let's show him some real power.” Leo said, as the two assumed their powered up magic forms and fought Hi-Tech again putting them on equal footing with him.

Mikey who was striking at some Vreen saw Leo and Raph take their new forms, “Oh, yes! That's what I'm talking about!” Mikey assumed his own super powered mode, and slammed his ninja weapons on the floor causing earth pillars to rise up and either pierce through some Super Vreen or for the minions to end up flying right into.

Donnie after swatting one Super Vreen away assumed his own magic mode and used the power of thunder to strike some of the super bugs down.

Dregg looked around seeing his Super Vreen were falling even if more were being released from the machine, “Is there anyone around here that can deal with these fools?!”

Pierce nudged Buzzworth forward, “Buzzworth, get in there!”

Buzzworth buzzed in fright, “Father, I don't think I'm right for this!”

Pierce growled before slapping the fly mutants face, “Useless!” the ninjas gasped seeing what Pierce had just done to his servant.

Buzzworth buzzed sadly before flying behind some crates where he wouldn’t be in the way. Creepie who had been dodging some of the Super Vreen hurried over for him.

“Buzzworth!”

“What is it?” he buzzed in depression.

“Why did you let Pierce treat you like that?” she asked in outrage.

“Because he's my dad, my creator.”

“That still doesn't give him the right to treat you like dirt!” Creepie said, “You deserve so much better than what he gives you. You've been serving him since you were mutated, and has he given you an ounce of respect since then, even love?”

Buzzworth contemplated on it and started realizing Pierce hadn't been treating him nicely at all. Especially after his first failed attempt to bring him Creepie, “Well, no.”

“Buzzworth, you are more than what Pierce makes you feel like you are. You're your own being. You don't have to be his lowly subject and get treated like scum in return!”

“I don't?”

“Of course you don't!”

Buzzworth once again thought about what Creepie said while looking back at Pierce remembering how badly he treated him. After letting it all sink in Buzzworth tightened his eyes and buzzed angrily before flying out from his hiding spot.

Pierce laughed while watching the heroes fight for their lives, until he was snatched up by Buzzworth, “Hey! Buzzworth, let me go! I order you!”

Buzzworth brought Pierce right up to his face and spoke, “I don't work for you anymore!”

“Traitor!” Pierce shouted, “When I'm through with you, you'll be stuck to fly paper for life!”

“Cork it, doc!” Buzzworth replied before tossing Pierce down into a crate with the lid closing on him.

“Hey, let me out of here!” Pierce demanded as he pounded on the crate from the inside.

Buzzworth smirked before spotting Fluttershy dodging some Super Vreen, before one grabbed her from behind. He flew at the Super Vreen and grabbed it from behind ripping its arms out freeing Fluttershy.

“You saved me.” Fluttershy gasped.

“Well, you're worth saving.” Buzzworth answered making Fluttershy smile.

“Uh, I hate to break up this moment, but we're still under attack here!” Budge cried, as he and the girls took cover.

“As long as that machine is still breeding Vreen eggs, there will be no end to them!” Fugitoid noted, while blasting at some of the Super Vreen.

“Can you shut it down?” Karai asked, while stabbing one Super Vreen with her sword.

“I can, but I'll need a clear opening!”

“So let's get him some space!” Sunset ordered.

The heroes all started fighting against the Super Vreen, as Fugitoid made his way through heading for the machine.

“Oh, no you don't!” Dregg called, as he and Mung each pulled out a blaster and started shooting at the cyborg.

Fugitoid dodged some shots, before Rarity slid in and used her diamond shields to protect him, “Go, professor!”

“Thank you!” Fugitoid continued on.

Hi-Tech rocketed in at Fugitoid blocking his path, “Oh, dear.”

Hi-Tech was about to attack the cyborg, until Raph jumped in with his sais glowing with fire, “I don't think so!” he fought Hi-Tech allowing Fugitoid passage.

When the professor reached the machine he started working the control board, before pressing one final button shutting it down, “Success!” he cheered.

Dregg growled, as he flew at Fugitoid pinning him to the floor, “I will teach you to meddle in my affairs!”

“Hey, bug!”

Everyone looked seeing Skipper dressed in his Tarantula Boy costume standing atop some crates, “Get off the robot!”

“Skipper!” Creepie cheered.

“Ha, and what are you supposed to be?” Dregg inquired.

“You can call me Tarantula Boy!”

“If you think your presence alone makes any difference, you're sadly mistaken.” Dregg mocked him.

“Who said I was alone?” Skipper asked, before looking upward, “Ok, everyone!”

Dropping in was Skipper's mom, and all of Creepie's family, “Charge!” Gnat and Pauly declared.

Marge was shooting threads of web at some of the Super Vreen tying them up, while also using her eight legs to whack some of them away from her. Creepie's whole family swarmed around Hi-Tech and Mung who were trying to swat them away, but proved to be futile.

“Let's take these goons down!” Rainbow called, as she zipped over at Hi-Tech before nailing him with a kick sending him crashing into Mung resulting in the two crashing into a pile of crates causing it to topple and landing on the two burying them.

“Mung! Hi-Tech!” Dregg cried, only to get headbutted by Fugitoid making him lose his grip on the robot who managed to get free.

“Now for Dregg!” Leo aimed his sword at the gangster bug.

The turtles charged at Dregg each of them striking at him, before he launched his hands that grabbed onto Leo and Mikey, until Donnie and Raph powered up their weapons and sliced his hands right off much to Dregg's anger.

Rainbow used her speed and ran while dragging Applejack along before launching her forward to deliver a super punch to Dregg making him fly backwards and crash into the breeding machine leaving behind an outline dent.

Dregg peeled himself off and frowned, at the Rainbooms and the ninjas who stood ready to face him together, “I warn you earthlings, I will have this planet, and you will all be destroyed!”

“Dregg!” Creepie called, as he turned and saw Creepie throw a smoke bomb in his face blinding him. The girl aimed the blade of her weapon and jumped at Dregg's torso, “Booyakasha!” she stabbed Dregg's torso with her blade hitting some wiring in the exoskeleton making it fall down flat.

They watched, as a compartment opened up and out came Mini-Dregg, “I will have my revenge one day!” he attempted to fly away only to come face to face with Vincent Caroleena, and the rest of their family.

“I'm sorry, sir, but there won't be any revenge coming from you.” Vincent began.

“Indeed,” Caroleena agreed, “And it's bugs like you that give insects like us a bad name!”

Mini-Dregg watched as Creepie's whole family surrounded him and started beating at him until the mini bug alien fell onto a crate injured, before being levitated by Twilight into a jar and the brainy girl put a lid on it. Mini-Dregg got up and started pounding on the bottle, “Let me out of here! I demand you release me!”

“Keep talking, Dregg.” Raph told him.

The ninjas sighed in relief knowing their mission was a success. Applejack looked around seeing the remains of the Vreen army, as well as Dregg, his two unconscious minions, and the breeding machine, “So what're we gonna do about all of this?”

“Don't worry, the Utroms will clean all this up.” Donnie answered.

“The Utroms?” Carla asked.

Later on, Bishop had arrived with several Utrom Droids that had Dregg, Hi-Tech, and Mung in custody. The member of the council spoke to the heroes, “We thank you all for apprehending Dregg and his cohorts. They will be put in lock up with the others.”

“And what about the Vreen Breeding Machine?” Twilight asked.

“We had it safely dismantled, and whatever mutagen was left in it has been contained and will be properly disposed of.” Bishop answered.

“So we win?” Mikey asked, as Leo nodded, and answered.

“We win.”

The group cheered, as Bishop spoke to Creepie, and her friends, “Ms. Creecher, we of the Utrom extend our gratitude to you and your friends in helping our allies capture this notorious outlaw.” he motioned to Mini-Dregg who was grumbling from inside the jar.

“No big. It was pretty wicked, actually.” Creepie replied.

“Definitely an experience.” Budge admitted.

“I never knew fighting aliens could be such a blast.” Carla said.

“It was out of this world!” Chris-Alice added.

“We should totally tell the school about this.” Melanie suggested.

“Uh, that's a no-go there.” Budge replied.

“That's right,” Leo confirmed, “What happened here stays between all of us.”

“Ok.” Melanie replied.

Creepie spoke to Bishop, “So, Bishop, what're you going to do about Dr. Pierce?”

They looked over seeing two Utrom Droids carrying the crate which contained Pierce still demanding to be let out.

“He'll be handed over to the proper authorities, I assure you.” Bishop explained.

“Perfect.” Creepie smirked.

“Thanks again, Bishop.” Leo said.

“Of course. Until next time, which hopefully won't be so soon.” Bishop said, as the Utrom opened a portal and headed back to their dimension taking their three captives with.

The group smiled knowing all was well, until the saw Buzzworth who looked ready to take off, “Buzzworth?” Creepie asked.

“Oh, hey.” he buzzed.

“Where are you going?” Fluttershy asked.

“I honestly don't know,” he replied, “Being with the doc was where I had been since I mutated. I'm not sure where to go or where I even belong. Maybe if I'm lucky I'll find it out there.”

Before Buzzworth could leave he felt one of his arms get grabbed. He looked down seeing Creepie holding onto him and looked at him with pleading eyes, “But I don't want you to leave.”

“You don't?”

Creepie shook her head, “You helped us against Pierce and Dregg, you're a hero.”

Leo nodded, “She's right about that. You really came through when you decided to join our side.”

“Ya got that right.” Applejack confirmed.

“You're a friend, Buzzworth.” Fluttershy added.

“I am?” the fly mutant buzzed.

“Indubitably.” Rarity nodded.

Vincent flew over with his wife and spoke, “And we would be honored if you came to live with us.”

Buzzworth was taken aback, “What, really?”

Caroleena nodded, “Welcome to the family, son.”

“Brother!” the rest of Creepie's family flew around Buzzworth who started to smile and shed some tears.

“Thank you. Thank you all.”

Sunset turned to all her friends, “Well, everyone. It looks like it's time to celebrate.

And with that everyone present announced, “Booyakasha!”

The End

That night in Middlington Park, the town turned up as the Rainbooms were performing in secret honor of their defeat of Lord Dregg and Dr. Pierce. The turtles who were in disguises were up front with April, Karai who was holding Spike, Shini, Fugitoid, Keno, Wallflower, and Casey. Hiding up in a tree was Buzzworth, Creepie's family, and Skipper's mom. Everyone was excited, as the Rainbooms took position.

Rainbow spoke into the mic, “Good evening, Middlington!” the crowd of people cheered, “You all look like you're excited. Well, good, because we are too!”

Sunset spoke into the mic, “We came here to Middlington because of how unique this town is. And while we were here we made some interesting friends.”

“So let's bring them out!” Applejack called back stage, “Come on, Ya'll!” Stepping onto the stage was Creepie, Budge, Chris-Alice, Carla, Melanie, and Skipper. Budge, and the girls minus Creepie waved with enthusiasm, while Creepie just waved slightly.

“And in dedication to our new friendship, we've decided to let them join us here for our performance!” Pinkie announced.

“And hit it!” Rainbow announced, as they began playing, while the middle school kids danced in their own ways.

Applejack: Once upon a time

You came into my world and made the stars align

Rarity: Now I can see the signs

You pick me up when I get down so I can shine

The Rainbooms: Shine like rainbows

Shine like rainbows

Shine like rainbows

Shine like rainbows

Rainbow Dash: Friends, you are in my life

And you can count on me to be there by your side

Sunset Shimmer: And when the music comes alive

We sing our songs to lift us up so we can shine

The Rainbooms: And the sound that we hear in our hearts

Makes a crescendo

And the light that ignites in the dark

It makes us all glow

And shine like rainbows

We shine like rainbows

Shine like rainbows

We shine like rainbows

Together we stand

As the rain begins to fall

And holdin' our heads up high

As the sun shines through it all

Buzzworth while listening was moving his head to the rhythm clearly getting lost in the melodious sound of both the girls singing and their music. On stage Skipper and Creepie were dancing close smiling and blushing at each other.

Rainbooms: And the sound that we hear in our hearts

Makes a crescendo

And the light that ignites in the dark

It makes us all glow

And shine like rainbows

We shine like rainbows

Shine like rainbows

We shine like rainbows

Applejack picked Creepie up and put her on her shoulder before being handed a mic. She looked out at the audience before smiling and finished them off.

Creepie: We shine like rainbows

The crowd of people cheered and applauded, as the Rainbooms and the kids all gathered together one stage while inviting the disguised turtles and their friends up with them posing together for a group picture.

The next day at Creepie's place, Creepie, her friends, and family were ready to see off the ninjas and the Rainbooms.

“Well, guys. What can I say?” Creepie began, “It's been wicked!”

“I hear that!” Mikey agreed.

Leo looked to the kids, “Thanks to all of you Dr. Pierce is in custody and Dregg won't be causing trouble any time soon.”

“That's a relief.” Budge said.

Karai approached Creepie, “And Creepie, you showed true courage and honor while helping us. And because of that I'd like to award you with this.” she presented Creepie with a headband with the Foot Clan emblem on it.

“What is it?” the girl asked.

Shini answered, “A Foot Clan headband. We decided to make you an honorary member of the Foot.”

“Really?” Creepie asked Karai who nodded.

“How come she gets to be part of a ninja clan?” Carla asked in confusion.

“Because she's had more practice.” April replied.

“But hey, if you kids train the same way she did, maybe we'll consider making your honorary members of our clan.” Raph offered.

“I like the sound of that.” Budge smiled.

“Me too.” Chris-Alice agreed.

Fluttershy turned to Buzzworth, “Are you going to be ok, Buzzworth?”

“Oh, I'll be fine. I'm just glad I have a new family now, and friends too.” Buzzworth buzzed.

“And that includes us.” Sunset told the mutant bug.

Buzzworth smiled, “Thank you, Rainbooms, and Ninja Turtles. I thought my whole purpose was just to be a lowly servant, but you've all showed me I am who I want to be.”

“It's what we do.” Rainbow boasted.

“Well, I hope you've all enjoyed this little trip, because when we get back, it's back to classes for you girls.” Fugitoid reminded the Rainbooms.

“Ugh, way to kill the mood.” Rainbow groaned.

Creepie spoke up, “And I hope this experience has changed your opinions on insects.”

“It sure has.” Twilight confirmed, as Rarity spoke.

“Just because some are pesky and revolting doesn't mean they don't have feelings.” Gnat and Pauly nodded.

Budge and Wallflower hugged, as the boy spoke, “So you'll send me those flower seeds in the mail?”

“First chance I get.” she promised.

“Thanks, Wallflower.”

“Good luck on your next designers outfit, Rarity.” Carla told the fashion girl.

“We'll be ready to watch you display it to your followers.” Melanie added.

“Thank you, girls.” Rarity smiled, and hugged the two.

“Come on gang, let's saddle up!” Keno called, as the group was packing their rides.

They got on board before Leo poked his head out the Party Wagon, “Take care now, all of you.”

“You guys too.” Creepie replied, as she and her friends and family watched them take off.

“This has been some ride, huh?” Budge asked the girls who nodded.

“You know I'm getting hungry.” Chris-Alice realized.

“Any suggestions?” Skipper asked.

Creepie smiled, “I got a good idea.”

Soon the group was in Creepie's house with a few pizza boxes stacked on the table with each of them enjoying a slice.

“Now this is how you celebrate.” Carla commended.

“A booyakasha to that.” Budge agreed.

Creepie smiled seeing how happy her friends her, and her family too. Things were definitely gonna be stranger now that all of her friends know her secret, and having a mutant fly as a new brother. But that's ok. Because to Creepie that kinda stuff is always normal for her.

“Wicked.” Creepie smirked.

The Turtles and Rainbooms are back

“This is so awesome!” Rainbow cheered.

They've fought various enemies

“You girls are such a pest!” Shego shouted while trying to punch Pinkie who was dodging and bouncing around her.

Teamed up with various figures

“Booyah!” Ron cheered.

“Kasah!” Mikey finished.

But now they'll be teaming up with someone who can do anything

“Kim!” Twilight gasped.

“Kim!” Sunset called.

“Kim!” Leo called.

“Kim!” April gasped.

“Kim Possible?!” Drakken called in shock.

“Why're you so surprised?” Stockman asked rhetorically.

“Huh? I don't know.” Drakken replied.

Kim Possible, Teenage Mutant Ninja Turtles, and the Rainbooms in

Equestria Ninja Girls: What's the Sitch?

“So what's the Sitch?” Kim asked