It was a dark and stormy night within New York City, thunder and lightning flashed over the buildings as rain harshly poured down on them. Inside a building, a scientist was currently doing some tests with rats, this man was revealed to be Falco.

"They all thought they could stop me, the corporate fools who pulled my funding. The scientific community who shammed me, those turtle freaks who thought they got the last of my mutagen!" Falco said as he pulled open a hatch with a single needle of Mutagen left.

"But they were wrong, even with this tiny amount of mutagen left and these disgusting sewer rats to experiment on, i have nearly recreated my psychic neurochemical. And when i do, the shortsighted idiots who rejected me will tremble before the power and the genius of Dr, Victor Falco!" Falco said in victory.

Two rats were currently eating away at a wire just above him, the wire snapped and Falco gasped as the electricity caused an explosion which set everything on fire and the rats were escaping.

"No, no! Help please!! Help!" Falco begged as his psychic powers were reaching the rats minds and all of them came up in front of him, Falco laughed evilly as he had been mutated..

Spike and the turtles were in the dojo once again, Splinter had his eyes closed and his hands behind his back and they all were thinking of a way to strike.

"Okay, here's the plan, Donnie, your going to strike first" Leo explained and Donnie looked nervous hearing that.

"No wait, me? You want me to come at Splinter? I'll get pummeled!" Donnie said with a look of fear knowing what he can do

"Well getting pummeled is your specialty." Raph joked which Donnie was annoyed at.

"Trust us, it's all part of me and Spike's plan to catch Splinter off-guard." Leo explained.

"Uh Leo don't take this the wrong way, but against Splinter we always get our butt's whipped." Mikey complained.

"Okay new plan, Mikey, you attack." Spike told him while Leo nodded in agreement hearing it and Mikey's eyes widened hearing it.

"They took it the wrong way." Mikey said with fear hearing this.

"Enough talk! Let's do this!" Raph said ready to go.

The five of them currently surrounded Splinter and he had his eyes closed but got in a fighting pose. Mikey started off by trying to deliver a flying kick to him, but Splinter opened his eyes and grabbed them and slammed him to the ground, followed by a kick to the chest. Raph jumped into the air ready to punch him while Spike and the others were running at him. Splinter dodged Raph's attack and he avoided Spike's roundhouse kick and caught Donnie's leg and threw him into Raph. Splinter turned and tried to attack Leo and Spike but Spike flipped over it and Leo slid under it and they both delivered a punch to his face which surprised the both of them.

"Oh no.." Spike said with a shocked look seeing it.

"Ah! Sensei i'm sorry i!" Leo said just before Splinter grabbed his arm and twirled him and slammed him on the ground ready to punch him.

"Oh man, Leo's a goner." Donnie said with fear while Mikey said something at the same time." Oh nodie donie." Mikey replied but Splinter stopped and stood up.

"Well done Leonardo and Spike, but when you had the advantage you two hesitated, and that made you vulnerable." Splinter said as Spike helped Leo up.

"Hai sensei." Leo said weakly as he got up, Splinter then turned to Spike to give a bit of advise too.

"Spike, this new arm of yours does pack the punch, but you mustn't let it's strength make you overconfident, use it only when unnessicary, that will make you come closer to being a full ninja." Splinter explained to him with a serious tone.

"Understood master." Spike replied still a little surprised that he actually was able to punch him just like Leo.

"That will be all for today, unless you would care for a rematch?" Splinter asked them which none of them wanted to do.

"No thanks." Donnie replied." I'm good." Mikey added." Yeah i think we're all set here." Raph said as well, Splinter then opened his doors and went into his room leaving them alone.

"Leo, Spike!" Mikey said as they all came up to them amazed.

"Not bad guys." Raph said with an impressed smile seeing it.

"Dude i can't believe you two actually tagged sensei, that was epic!" Donnie said in amazement while Mikey grabbed they're arms.

"The hands that punches Splinter! You know you two can never wash this again." Mikey said before letting them go.

"I'm good with staying clean the best i can, thanks." Spike replied with a confident smile.

"I gotta say, guys , it was all teamwork. We are definitely getting better! Especially you Spike." Leo complimented while turning to him.

"You've only been here a few months at this point and your really improving." Raph said with a smile as they reflected on what's happened in these last few months.

"Not to mention those ability's your trying to use, you were able to calm down Leatherhead because you had a link to his mind, almost like what happened with Rockwell." Donnie said in fascination at that memory.

"I know.. i never thought i'd learn this fast, but i guess we all just learn differently." Spike said with a proud look, and as they went on, Splinter was listening to them talking even more and he still felt worried on what the future holds for Spike.

But as we cut to Falco who had now been mutated was currently looking over the city with a mind controlled rat, he now had devised a plan to take it over with his new powers.
"Through your eyes my brothers i finally see the world for what it really is. This city is infested with 8 million parasites.
Scrambling around in their pointless lives, spreading disease, forcing us to live in the shadows like vermin!" Falco said with anger as he put some stuff on him.

"No more! They are the true plague. Together, we shall rid this city of humanity and reclaim it for ourselves! And no one, not even those vile turtles and dragon shall stand in our way!" Falco announced, he laughed evilly as he used his powers to control the rats and cause destruction over the city.

"Citizens are fleeing the city in droves, but authorities say that while the rash of rodent activity is unusual, it's no cause to get rat-tled. For channel 6 news, i'm Carlos Chiang o .. holy moly get them off me!!" Carlos screamed as dozens of rats attacked him. April was walking through the streets with some sidewalks and noticed a small rat.

"Aw, hey little fella, where's you mama?" April asked curiously, she suddenly heard loud screeches and saw hundreds of rats coming from the streets.

"Sorry i asked!" April said in fear as she dropped her bags and ran for her life. The rats continued to cause destruction throughout the city while Falco was watching from their eyes.

"You've done well my brothers, but our fight is not over yet. Those turtles and dragon are still out there, and i fear that you will not be able to stop them. But a sense a kindred spirit who can. A fellow rat who once the knew the bonds of humanity like i did. A great warrior who shall serve as my eyes and protector. Falco used his powers and reached Splinter who was training with a sword.

"Join me.. join me!" Falco's voice echoed through his head and Splinter screamed in pain very loudly which caught everyone's attention and they went to check on him.

"Sensei, are you okay?" Donnie asked with a worried look.

"I'm am fine." Splinter said while he was holding his head in pain.

"Are you sure you don't seem.." Leo was stopped when they heard a bunch of bird tweets for some reason.

"Hey that's April's ring tone!" Donnie said in realization, Mikey and Raph moved they're lips around making noises that sounded like kissing which annoyed him and he pushed them away and grabbed it.

"Hey April, i mean.. hey April.. i mean.." Donnie said trying to find his words.

"Donnie, please stop talking, i need your help. I'm having a little bit of a pest problem." April said as she was on top of a street post with rats surrounding her. Falco laughed evilly as he had used his rats to cause more destruction.

Spike stayed with Splinter to make sure nothing happens to him and the turtles went out to the surface to help April and they were going through the rooftops.
"Oh wow the city is so beautiful in the daytime! Except for you know, the billions of rats." Mikey said as they ran past them
"Actually the entire rat population of New York is around 36 million which.." Donnie was stopped by Raph again.

"I will smack you out of your shell!" Raph threatened as he flipped in front of them.

"Uh guys, we may have a bit of a problem." Leo said worried as they saw millions of rats all over the streets.

"Aw rats! Get it?" Mikey asked with a laugh.

"For the 14th time, yes!!" Raph said with frustration.

"We're coming April! Don't go anywhere!" Donnie shouted as she was hanging onto the post.

"Where could i possibly go?" April asked annoyed since she's pretty much trapped here, Leo and Raph got out a few hooks and latched them onto the post, they used it to latch onto it and try to climb as rats were all over the streets.

"These stupid rats are starting to get on my nerves!" Raph said with anger.

"Actually rats aren't stupid, despite they're size they're remarkably.. ow!" Donnie shouted as Raph threw a rat at him.
"I warned you." Raph told him.

"Raph, put down the rat and keep climbing!" Leo ordered as they kept going.

"Hurry!" April said in fear, the rats were eating away at the post until it started to collapse and April screamed as she started to fall, Donnie quickly jumped off and grabbed her.

"Gotcha!" Woo hoo! " Donnie whooped as he landed back on the post." As long as Donnie's here you have nothing to.. oh boy." Donnie said in fear as the rats ate through more of the post and it fell down even more and they were all dangling in the air.

"Oh okay, i appreciate you guys coming to help, but how is this better then getting eaten by rats?" April asked with a scared look.

"At least it'll be quick, with rats they chew and chew and chew..." Mikey said as he went on before April stopped him mid sentence.

"Okay we get it!" April said with fear and annoyance hearing it.

"Okay, lets move!" Donnie said as they got on the post, they carefully moved they're way to the bottom as it was about to collapse, the post was almost about to collapse which scarred them all.

"Hurry!" Donnie shouted as they went even faster, the post finally collapsed and they all were launched off from the bottom and were thrown onto the roof and heard rats screeching again.

"Chew on that rat finks!" Leo said pointing at them and the others looked at him disappointed.

"Oh come on, It sounded cool." Leo said in defense which the other's didn't agree with before April went to question what's happening.

"Does anyone know what the heck is going on?!" April asked in fear as Donnie was thinking,

"I don't know. But whatever it is the attack is extremely well coordinated. Obviously there is a higher intelligence at work here." Donnie suggested.

"Well that beats out Mikey." Raph joked which Mikey looked annoyed at.

"I'm serious, someone or something is controlling every rat in the city." Donnie said with fear at the thought of it.

"Wait a sec.. every rat?" Raph asked with fear before they all realized something else.

"That means that Splinter could be.." Leo said with a fearful look realizing this.

Spike was currently near Splinter as he was laying down, Spike stayed with Splinter while the others rescued April, he looked at Splinter who was moving all over.

"Why fight it? You know in your heart that you belong to the Rat King." Falco said while he was in his mind to try and take control of him.

"Leave me alone, i am not one of your rats to control." Splinter said in his mind as he looked around.

"Your right, you are so much more. We are so much more, and together, we will be unstoppable!" Falco said with an evil tone all around him.

"No! You and I are nothing alike!" Splinter shouted while trying to resist his attempts.

"We've both lost so much of what we've hold dear, we've both become outcasts from society." Falco said as he showed him the memory of Splinter losing his home to the Shredder.

"And we've both come to see through the eyes of rats." Falco said trying to control him and Splinter tried to resist.

"No! I am a man! I am Hamato Yoshi!" Splinter said with fear and anger while he tried pushing through it.

"Not anymore.. " Falco said as Splinter was left alone. April and the others have just arrived and checked on Splinter.

"Is he okay Spike?" April asked with concern as they looked over him.

"He's been tossing and turning while he's trying to sleep, i'm sensing something trying to control him." Spike said with worry at what they currently know.

"Donnie your the smart one what do we do?" Raph asked looking at him.

"Maybe we should poke him?" Donnie suggested which gave Leo an idea.

"Good idea, Mikey you poke him." Leo ordered while turning to him.

"No way! I'm not poking him, you poke him!" Mikey said with fear which Spike raised an eye at.

"Okay we'll put it to a vote. (Everyone else says it it at the same time), Mikey." Spike and the others said at once.

"I want a recount!" Mikey said annoyed knowing it, and Donnie went over and handed him his stick and he sighed with defeat seeing he can't escape it.

" Fine." Mikey said annoyed seeing he has to do this.

Mikey nervously held the staff out above Splinter's face while Donnie tried to warn him about something.
"Careful, be careful not to squeeze the.." A blade suddenly appeared from the head and they all screamed in fear and Mikey threw the thing down.

"Okay let's try from the other end!" Donnie said as he handed him it again and moved Mikey to him, Mikey repeatedly poked at Splinter with the stick from multiple spots.

"Whoa, he's totally out of it." Mikey said as he poked his nose.

"Dude, check out his nose nuggets." Mikey said with a laugh and Spike slapped his face in anger.

Spike's head suddenly hurt badly again as he heard someone talking to Splinter.
"We have evolved into something beyond humanity we have no need for them. But we can help eachother and you shall hide below the surface no more." Falco offered as Splinter's eyes were red.

"No." Splinter refused as he punched away his figure and he was left alone and breathed calmly.

"Michelangelo is awesome! He is the smartest, handsomest, butt-kickingest of all my.." Mikey said in a deep voice before Splinter opened his eyes finally and grabbed the staff and threw Mikey to the wall " Sons.." Mikey said weakly, Spike opened his eyes again and breathed heavily.

"Falco.." Spike thought in fear as he knew who was trying to control him.

"Sensei, Spike, are you two okay" Leo asked concerned.

"No Leonardo i am not." Splinter said as he gave Donnie his staff.

"It's Falco, he's trying to control Splinter with his psychic ability's he got from Rockwell." Spike said as he helped Splinter up.

"Falco's behind this? How is that possible?" Donnie asked with concern knowing this.

"Somehow he has acquired a telepathic connection with every rat in New York. And he now calls himself the Rat King." Splinter explained while he walked to his dojo.

"Oh great, so now we're letting the bad guys name themselves?" Mikey asked annoyed." We gotta take him down!" Mikey said in anger

"Yes Michelangelo you must do. The Rat King will not rest until he has total control of this city.. and my mind.." Splinter said weakly.

"Sensei?" Leo asked as he walked up to a photo.

"Everything i knew is gone. My wife, my daughter, my clan, even my humanity. You five are all i have left." Splinter said sadly as he looked at it.

"Don't you worry sensei, we'll stop him." Raph said clutching his hands in anger.

"But we gotta find him first." Donnie pointed out.

"When the Rat King attempted to take control of me, i could see his mind. you will find his lair in an abandoned utility junction beneath Herald square." Splinter explained.

"Let's go play exterminator!" Raph said ready to go, Splinter screamed again as his head hurt badly again and Falco was trying to control him again.

"Fight him sensei." Leo said helping him up.

"I will, just hurry." Splinter said with a worried look.

"It's okay guys, you go after the Rat King, Spike and i will stay here with sensei." April informed which they all agreed with.

"I may be able to help him stay in control like i did with Leatherhead, you all just be careful." Spike said as well. Leo picked up the photo and saw him and his wife and daughter. The 4 of them all went to the sewers while Spike stayed behind.

"What's going to happen to Splinter if we don't stop the Rat King? Which by the way is the lamest villain name ever." Mikey pointed out.

"Let it go already!" Donnie said annoyed.

"We're gonna stop the Rat King, and Splinter's gonna be fine, right Leo?" Raph asked looking at him. Leo didn't say anything right now as they saw a small rat below them.

"Shh, quiet, do you hear that?" Donnie asked as they hear some noise, they looked back and saw hundreds of rats once again.

"You've gotta be kidding me." Raph said annoyed.

"Aw ra.." Mikey was about to make a bad pun again before he was stopped by Raph covering his mouth who had enough of it.

"Leo, any ideas?" Donnie asked as they were backing up.

"Just one. Move!" Leo shouted as they started to run away, they ran down the hall as fast as they could and jumped onto some pipes on the ceiling with Mikey being the last one.

"Ow! They got the taste for turtles now!" Mikey said as one bit him which made him scream with fear.

"Just keep going! " Leo ordered as they climbed on the pipes.

Splinter was laying down on his bed in the dojo again with Spike next to him. Spike new he was gonna try to take control of him again, and he was gonna make sure he doesn't.
"Why do you cling so hard onto this life?" Falco asked as he went into Splinter's mind again which Spike sensed.

"I am needed here.." Splinter said as he was on his knees.

"By whom? Even your so called children have begun to outgrow you." Falco asked once again as he showed him Leo and Spike punching him again.

"And soon you'll be all alone.." Falco said holding out his hand.

"Come, we are your family now.." Falco said as Splinter's eyes glowed red.

"No!!!" Splinter shouted as he screamed in pain.

Spike's mind went crazy as he screamed in pain, he could sense the Rat King trying to take control of Splinter again, he quickly put his hands on Splinter's head and tried to help him.

"Sensei, do not listen to him! There are people who need your help! I need you! You are not his to control! You are Hamato Yoshi, whether or not your a human! Do lot let him win!!" Spike shouted as he tried helping him, Splinter's eyes opened and they were glowing red as Spike was trying to keep him down.

"Your not you Splinter! You are more then a rat, your a father! You have people that will be there for you! I will be there for you always! Do not let him keep his hold on you, fight him sensei! Fight him!!" Spike shouted as his head started to hurt even worse.

Splinter screamed in pain as he held his hands on his head, Spike tried the best to break the Rat King's hold on him, and no matter the pain he was having, he wouldn't stop until he was free.
"Do not let him win Splinter, you are more special then he says you are, you have me and your sons with you, you will never be alone! Even if i'm in a different world, my friends are always with me, just like we'll be with you!" Spike shouted as he tried helping him more. Splinter screamed even more as he fell on his knees and breathed heavily.

Spike fell on his knees as well as his head hurt extremely badly
"Sensei?" Spike asked as he saw him, Splinter took another breath and opened his eyes and they were normal again.

"Thank you Spike." Splinter said gratefully as he helped him up and Spike smiled.

" Your welcome sensei. The others could be in trouble, they could need some help." Spike said with concern knowing they're likely at his lair.

"You are right, they're overwhelmed with too many right now, we must stop the Rat King!" Splinter said with anger as he stood up looking ready to go.

"What are we waiting for then? Let's go!" Spike shouted as he got up too, and he and Splinter ran off to save the others.

While they were running through the sewers, Spike thought about what he just did, he just freed Splinter from mind control, like how he helped keep Leatherhead in control of his mind, all of these things just made Spike question himself, he never had these ability's when he was with Twilight, so why are they coming to him now?

"Sensei, can i ask you something?" Spike asked as they continued running through the place.

"What is it Spike?" Splinter asked with a concerned look.

"These ability's i have, it's really strange, i used this back when i helped Leatherhead, and now i freed you from mind control, what do you think this means? " Spike asked with a confused look, and Splinter went through what they've seen of him, like Spike helping Leatherhead, and the other of him being saved by Spike moments ago, which meant a lot to him.

But as he thought over it, Splinter had an idea on what this could mean after looking back on why he's even here.
"It could tie into why the Kraang captured you in the first place." Splinter suggested which worried him.

"But why? I never had these before when i was home, why did they come to me now?" Spike asked again with concern hearing it.

"It could be because they were required to be unlocked, and the Kraang were wanting to use that to their advantage, you are like April in this case, she was captured for reasons we still don't know, and this may tie into it." Splinter said once more and Spike looked concerned.

"So your saying i'm like.. a psychic? But how is that possible? Being a ninja-dragon is enough for me already, but having psychic ability's as well? How did people like Celestia or Twilight never sense this?" Spike asked with shock as this was never something he thought would happen to him.

"I do not know Spike, we will help develop these ability's of yours in time, but for now, we need to focus on the task at hand." Splinter said while they were nearing the Rat King's lair.

"Right, we'll talk about this later, let's go!!" Spike shouted as they ran into it.

Leo and the others were currently being outnumbered by the thousands of rats on the ground and were trying to fight them off.
"Why didn't we bring any rat poison or something?!" Mikey shouted as he was holding onto a pillar in fear. Falco laughed evilly as he had his mask off and was revealed to be a mutant.

"You all were foolish to come here, your maser will be in my control eventually, and soon the city will be mine!!" Falco said as he laughed evilly.

"Man, you really picked a sad Halloween costume didn't you?!" Spike's voice shouted as the turtles looked around confused, they looked up and saw Spike and Splinter on a pipe near the top of the place.

"Sensei, Spike!!" They all said glad to see them.

"You may have been able to stop my control of him for now, but i will take control of him soon!" Falco said in anger, Spike took a deep breath and breathed some green fire all around the ground which cleared an opening for the turtles to get out.

"I am no rat, i am Hamato Yoshi! And my place, is with my sons!!" Splinter shouted in anger as he did a high jump over to the Rat King, before he let him speak, Splinter held out two fingers and used a special move which created a hard impact on him and he went flying into the wall and fell on the ground.

"Sensei!" They all said as they gave him a hug, they saw the rats from before completely cover him and he vanished once again.

"And that's the last we'll ever see of Count Ratula." Mikey said waving his fingers, the others shook their heads disapprovingly again and Mikey sighed in defeat.

"Yeah all right, it's Rat King, but i'm naming the next one!" Mikey said annoyed about this still.

"Sensei, where did you learn that move?" Spike asked with amazement seeing it.

"It was a special technique i developed over my long years. Spike, thank you, if it wasn't for you i would have been taken control of by him. You are a gifted child, and i am glad we have you here." Splinter said as he placed his hands on Spike's shoulders and knelt down and Spike was glad to have helped.

"No problem Sensei, i'll definitely try to develop these further, do you think you could teach me that move at one point?" Spike asked eagerly and Splinter chuckled.

"When you are ready Spike, let us all go home my children, it has been a long day for all of us." Splinter said to all of them who agreed to that and they started to leave.

Splinter was in his dojo once again and was meditating as Leo came in.
"Sensei, are you sure your okay?" Leo asked worried.

"I am fine, thanks to Spike, all of you are the reason i kept fighting, you all have done well Leonardo." Splinter said gratefully and Leo smirked.

"Well you did hesitate, and hesitation leads to vulnerability." Leo teased recalling what they were told from Spike.

"We did pretty good too huh?" Mikey asked as Spike and the others came from the corner.

"Yes, i am proud of all of you." Splinter said with a smile to all of them.

"Who knows, maybe one day we'll be better martial artists then even you." Leo said with a joking tone.

"Remember my son, everything you know i have shown you." Splinter said as he grabbed Leo's arm and used a skill and threw Leo to the wall really hard and everyone winced at seeing how painful it looked.

"Ouch." Spike said as he felt bad for him.

"But i have not shown you everything i know." Splinter finished as he was walking away after that little demonstration.

"It's great to have you here sensei.." Leo said weakly as they all looked over him with Splinter chuckling in response..

Author's Note

Hey guys i hope you liked this! I know Splinter was being controlled in the original episode, but i wanted to make Spike feel more involved with this one, i don't think Spike would have done anything else if i went in a different direction. This is to help Spike start to develop ability's that he'll use in the future. But for now, i hope you enjoyed this and look forward to more!