All characters appearing in Gargoyles and Gargoyles: The Goliath Chronicles are copyright Buena Vista Television/The Walt Disney Company. No infringement of these copyrights is intended, and is not authorized by the copyright holder.

All characters appearing in Teenage Mutant Ninja Turtles 1987 series copyright by Murakami Wolf Swenson, Inc. All other TMNT related characters are copyright IDW comics. No infringement of these copyrights is intended, and is not authorized by the copyright holders.

All original characters are the property of Celgress.

TMNT/Gargoyles Season Two Avalon and Beyond Episode Seventeen: Exit the Fly



Castle Wyvern high atop the TCRI Building Mid-August 1995, evening

Shredder was in an especially foul mood. Over the course of the past month his minions had failed him multiple times. Standing in the courtyard of the Castle Shredder's eyes watched lightning play in the clouds below. A chain of violent thunderstorms was passing through Manhattan. It promised to be an, interesting night.

"Because of your repeated failures our plans for World domination have suffered significant setbacks" Shredder chided his gathered underlings.

"Why am I being blamed mate?" The mutant Dingo said in his thick Australian accent. "I took no part in the fight which caused the escape of our enemies from the Moon Base."

"Hey" barked Wolf. The cyborg twins Jackal & Hyena glared at their traitorous team member.

"Precisely" Shredder said darkly. "Not only did you flee you also failed in your duty. You should have signaled for immediate backup. Because you didn't our foes' allies were able to learn their comrades whereabouts, as a result Moon Base Zeta was nearly destroyed! The repair bill is in the billions! What do you have to say in your defense Dingo!?"

"Um, sorry?" Dingo yelped in fear.

"Not good enough" Shredder spat. "And you Doctor. You whose genius myself and Krang had placed such high hopes in. You couldn't even handle two assailants; one gargoyle and one turtle! How do you justify such a colossal failure?"

"It was all Bebop & Rocksteady's fault" Dr. Sevarius said. "If I hadn't been teamed with these two ignoramuses victory would have been assured."

"We ain't taking the rap for this bub" Rocksteady growled wagging a beefy finger at Sevarius.

"Yeah we's in this together" Bebop snorted.

"Silence" Shredder commanded shaking his head in a combination of disgust and disbelief. "Krang and I have decided to enlist the help of an, independent contractor. The individual in question will both retrieve the four missing canisters of mutagen which were lost during a transport collision earlier today as well as test out our prototype, personal, inter-dimensional transporter. Welcome Baxter Stockman."

The mutant fly appeared in a short, yet blinding, flash of purple light. "Remember our bargain Shredder" Baxter buzzed, hovering near the arch villain. "I do these things and Krang makes me normal again."

"Of course Baxter" Shredder said in a soothing tone, one which was at odds with his usual bombastic behavior. "However be aware these tasks are only the first hurdles on your path back to humanity. Until the Turtles and their new allies the Gargoyles are destroyed, your redemption will remain elusively out of reach."

"I know, I know, I know" Baxter repeated like a petulant child. "Revenge first redemption later, I remember. Shredder I agreed to your terms when you and Krang plucked me out of that terrible dimension the Turtles stranded me in."

"Good, take these with you" Shredder said handing Baxter a bulky laser pistol of some sort and a communicator with an attached antenna. "The gun is a new multipurpose weapon. The settings run the gambit from freeze ray to fire blaster. Beware the matrix is unstable it can easily overload with prolonged use or rapid switching between settings, so use it wisely. The communication device I gave you contains electrochemical detecting and tracking circuits which will enable you to locate the missing canisters of mutagen. Once you have collected all four, return here at once. Be on your way."

"Yes Master Shredder. I will not fail." Baxter buzzed before activating the steel colored belt, via a buckle mounted control panel, which comprised the personal matter transporter, a split second later Baxter blinked away in a splash of purplish light.

Apartment/Laboratory of Barney Stockman, later that evening

Barney Stockmant couldn't believe his luck. Having only been paroled from prison two months ago for his role in Pink McFingers scheme to create an invention which use comedy as a weapon. The near identical twin brother of the infamous Baxter 'the Fly' Stockman, in their human forms only hair color red vs blonde differentiated them, was once more back on top. He didn't know exactly what was in the electronically sealed canister located near the wreck of a TCRI transport van. He knew whatever it was he could all but certainly sell it to the highest bidder. TCRI was the current industry leader in various varieties of ground breaking scientific research. Barney had attempted to get a job there upon his release, he however had proven unsuccessful due in large part to his criminal record. Once he sprung the locking mechanism and analyzed the gunk inside he would be set for life. His underworld contacts would surely pay generously if the substance proved in anyway valuable, or even useful. Taking a multi tool to LED dominated lid of the canister the red haired scientist had almost pried the lip open when he was distracted by a flash of purple light.

"You, how?" Barney gasped, dropping the multi tool, "last I heard you were trapped in another realm!?"

"It is good to see you again too, dear brother" Baxter buzzed sarcastically.

"Why, Why are-are you here Baxter?" Barney stammered, holding up the half opened canister of mutagen in front of him as he slowly backed away from the nonhuman intruder.

"Because that belongs to my employers" Baxter buzzed pointing at the canister. "They want it back. They've tasked me with retrieving it. You should hand it over brother, if you know what is good for you." Baxter moved towards his terrified brother.

Moving away more urgently Barney didn't notice his four gallon fish tank behind him. The massive aquarium took up a third of the small apartment. Inside were several large exotic, tropical fish. "Stay back" Barney yelled. "Stay back or I'll, I'll…I don't know what I'll do but I guarantee you wouldn't like it!"

"Don't make me laugh" Baxter buzzed. "Hand over the canister brother, now!" Baxter pulled out his bulky, steel colored, laser pistol and pointed it squarely at Barney's chest.

Yelping in fear Barney fell backwards right into the huge tank which ruptured on contact. Glass, water, fish, plants flew everywhere. Baxter went airborne avoiding contact with the oncoming miniature tidal wave. The force of rushing water popped the already loosened top free from the canister spilling half of contents, most of which ended up mixing with water and drenching the unlucky Barney. Once recovered from the initial shock Barney rolled around on the floor his body shaking violently.

"Argggghhhhhhhh" Barney screamed in agony his body changing.

"Fascinating, simply fascinating" Baxter buzzed. He had never seen the mutation process up close and personal before. His attention was riveted by the spectacle.

Baxter observed his brother's body expand enough to rip out of his clothing. Barney's skin turned purple and scaly. A large fin spurted from Barney's head and back. In less than five minutes the process was complete. In Barney Stockman's place was a purple skinned, yellow eyed, sharp toothed, humanoid fish mutant roughly Baxter's size.

"A fish mutant, that's a rare one" Baxter buzzed to himself.

"You" gurgled the freshly mutated Barney getting to his feet. "This is all your fault! If you hadn't attacked me I'd still be normal! You did this because you were jealous I wasn't a freak like you!"

"Ridicules" Baxter buzzed laughing. "If you had given me the canister when I asked you'd be a human right now. You have no one to blame other than yourself dear brother."

Sucking up a large quantity of the spilled water Barney spat out a high pressure stream which hit Baxter in his face knocking him out of the air. Barney was on top of Baxter before he could fully recover pinning Baxter fast to the wet floor.

"Let me go!" Baxter buzzed while squirming frantically. Baxter had lost both his weapon and communicator when Barney had attacked him. Barney responded by sinking his fangs into Baxter's left shoulder. Baxter buzzed loudly in pain pushing Barney off him with a sudden burst of adrenalin. Baxter rapidly punched a sequence into the controls on his belt buckle vanishing in a purple flash.

Hearing a strange beeping tone Barney stalked over to the corner of his ruined apartment. Spying the source of the irritating noise Barney retrieved Baxter's abandoned communicator. Fiddling with the device Barney chanced on the proper sequence of commands which opened the communication channel.

"Baxter our sensors detect you have been exposure to salt water where are you, what is happening? Answer me Stockman!" The image of Shredder demanded.

"You must be one of my brother's 'employers'." Barney hissed.

"What the devil are you?" The image of Shredder asked in surprise.

"I was Barney Stockman twin brother of Baxter the Fly Stockman. Now I'm Barney Stockman Fishman victim of your chemical compound" Barney continued hissing his florescent yellow eyes narrowing. "I assume you're a manager at TCRI, correct?"

"I am the manager. You are beholding the mighty Shredder creature, show some respect." The image of Shredder commanded.

Barney's first instinct was to blow-up at this pompous man. Following a few seconds of consideration he thought better of it. Everyone in the underworld had heard of the Shredder. Shredder was a legend amongst criminals and would be super villains alike. Perhaps Barney's dream of working at TCRI would come true after all, if he played his cards right. Who knows if he really impressed his potential new boss Shredder might even change Barney back. No matter what it was worth a try.

"Um Shredder I would be honored to join your esteemed organization. In any capacity you see fit. I am at least as skillful and smart as my brother." Barney gurgled pleading his case. "I have previous experience with criminal enterprises. I also hate those Turtles you are always after, or so the rumor goes."

"I'm not sure." The image of Shredder replied, scratching his metal clad chin. "I already have my mutant quota."

"Please Shredder I'll do anything if it means I can join TCRI. I wish only to serve you" Barney pleaded.

"Anything" the image of Shredder repeated, his eyes visibly brightening, "very well Barney Stockman we have a deal. Tell me first, where is your brother Baxter now?"

"I don't know. He vanished in a flash of purple energy of some type. I must admit I attacked him after he attacked me causing my change" Barney answered.

"Our sensors indicate not only is his communicator in your possession his gun is also in your vicinity." The image of Shredder said. "Find it now Barney."

"Right away Master Shredder" Barney scrambled about the apartment until he located the firearm. "I found it Master Shredder."

"Excellent" the image of Shredder said clasping his hands together. "Listen carefully Barney this is what you must do."

Somewhere over Manhattan

Baxter felt dizzy. He suspected it was due to the bite he had suffered from his recently mutated brother. Baxter only hoped the venom was incapacitating rather than deadly. Baxter landed on top an office tower.

"Are you okay?" asked a female voice.

A startled Baxter looked up to see three gargoyles Angela, Broadway & Hudson. "Who are you?"

"We are the Gargoyle Clan of Manhattan lad" Hudson answered. "We protect this fine city and all who reside within."

"The Gargoyles" Baxter whispered shaking his aching head.

Angela knelt beside Baxter placing her hand on his shoulder. "You look sick. We can help you, if you let us. Please let us help you." Without warning Baxter grabbed Angela's arm with one hand while activating his transporter belt with the other.

"Hey what are you doing?" A panicked Broadway demanded. Baxter and Angela both disappeared in a blink of purple energy.

Angela and Baxter reappeared on a lower rooftop several blocks away. Angela pulled free from Baxter the instant they materialized. Baxter stumbled back a few feet nearly losing his balance.

"We were helping you!" Angela said in disbelief. "Why did you attack me?"

"I had no choice" Baxter buzzed groggily. "Master Shredder would kill me if I didn't try to destroy you. He hates you all so much."

"I see" Angela said. "You work for the Shredder. What is your name?"

"Baxter, Baxter, Stockman, there, is, no, other, way" Baxter slurred, stumbling around the rooftop. "Only, he, Krang, can, make, me, normal, human, again …." Baxter collapsed.

Angela dived cradling the fallen mutant in her arms. Angela heard a heavy footfall. Turning to her right Angela saw a mangy, long haired, man in faded military fatigues. The man smiled at her showing his yellow teeth.

"How touchin', hi girlie let's dance" Bonesteel said. "At last I got one of ya freaks alone."

Unsheathing a large, eight inch, combat knife Bonesteel approached Angela who had by now placed Baxter on the roof top. The two circled each other. Angela's eyes glowed red. She assumed a defensive stance. Bonesteel tossed his knife from hand to hand while periodically feigning a strike. Bonesteel swooped in close and threw the knife at Angela who instinctively covered her face. Bonesteel produced a spear gun. He shot the spear into Angela's left shoulder. Angela howled in pain Bonesteel then pressed another leveler on the spear gun which delivered an electric shock through a wire which tethered the projectile to the gun. After delivering a series of shocks Bonesteel watched with glee as Angela withered on the roof.

"Time ta die girlie" Bonesteel said stepping over Angela's seething body.

Bonesteel pulled out a hacksaw. Plucking both the spear out of Angela's left shoulder and the knife out of her right hand Bonesteel pulled back Angela's head exposing her neck. Bonesteel placed his hacksaw against Angela's throat. Licking his lips Bonesteel spit in Angela's face waking her.

"I prefer my trophies ta be awake when the end comes" Bonesteel laughed. "I love lookin' in their eyes seein' the fear when I strike 'em down. Ya gonna beg for mercy, or maybe pray for yer life girlie? C'mon pray fer me, pray good. I'm Bonesteel by tha way. What's' yer name girlie?"

Angela looked defiantly at Bonesteel. Angela's face a stoic mask of determination. No matter what she had decided she would give her assailant the satisfaction of seeing her fear.

"Don't feel talkative girlie?" Bonesteel grinned. "Have it yer way."

Bonesteel was about to cut Angela's throat when a revived Baxter Stockman flew into Bonesteel tackling the latter off the rooftop. With one hand Bonesteel managed to grab hold of a fire escape three floors down while the still sick Baxter fell over the edge landing in a broken heap in the alleyway below. Feebly Baxter's hand touched his belt buckle. Sparks flew out of the device it made a horrible squealing sound which persisted until Baxter was gone in a shower of purple static.

"Damn crazy bug, ruined my kill" Bonesteel cursed crawling onto the fire escape. Bonesteel made his escape by entering a broken window.

Looking over the edge Angela frowned. The strange fly man Baxter Stockman was gone. In spite of his earlier actions he had saved her life from Bonesteel at the risk of his own. She only hoped he would be okay. Angela stood by herself on the rooftop deep in thought twenty minutes passed in solitude.

"Angela thank the Dragon we found you" Broadway said landing nearby.

"Aye las we feared we had lost ye" Hudson said.

"Where is the fly guy?" Broadway asked looking around.

"Gone" Angela said simply. "Let's go home I'll tell you want happened on the way. I think we have a serious problem."

"What do ya mean las?" Hudson asked

"A new enemy" Angela said as the three took off into the night.

"Oh great" Broadway said rolling his eyes, "just what we need somebody else after us."

Castle Wyvern high atop the TCRI Building, several hours later

"I've done what you ordered Master Shredder" Barney gurgled placing two and one half canisters of mutagen on the floor in front of Shredder. Two robots picked up the canisters and left.

"There were four missing canisters of mutagen you have retrieved three. Where is the remaining canister?" Shredder demanded.

"My apologizes Master Shredder I couldn't find the last canister. The tracker indicated it is in the sewers." Barney gurgled. "I search, but I could find it. I fear someone else has already taken it. The single seemed to move about as I tracked it."

"Hmmm" Shredder mused. "Very well congratulations Fish Face you passed your test. Welcome to TCRI."

"Wait Fish Face?" Barney asked a perplexed look on his ugly face.

"Your new code name" Shredder said, smirking behind his mask. Besides Shredder the Pack members, Bebop and Rocksteady all snickered. "You like it, don't you? I picked it myself."

"Of course I love it Master Shredder" Fish Face said grinding his teeth together. "Your wish is my command Master Shredder." Fish Face bowed low before his new boss. "What of my brother?"

"It seems the personal inter-dimensional transporter malfunctioned. No doubt he is finished." Shredder said dismissively.

An undisclosed location, that afternoon

"You're finally awake darling. Now we can finally chat" said the calico visage of Pannton.

"Wha?" Baxter mumbled from his position strapped to on an operating table.

"You were in pretty rough shape when I found you." Pannton said. "We didn't think you would make it. Matter of fact your body is damaged beyond repair. We are going to give you a new mostly robotic one, turn you into a regular cyborg honey."

"Who-Who are,,, we?" Baxter slurred.

"How rude of me, I'm Pannton the Dark Jester." Pannton said taking off his mask. Underneath was the stunning face of April O'Neil!

"It can't be" Baxter buzzed in shock. "April O'Neil?"

"After a fashion sweetie" the April lookalike said, flipping back her ponytail. "This is my partner." She said gesturing towards the figure which stepped out of the shadows.

The dark complected man was wearing black pants and a dark gray turtle neck. He bore a large scar which ran along the left side his head down around the eye socket ending at the bridge of his nose. His left eye and ear had been replaced by electronic devices. His artificial eye glowed blue. He was clean shaven and bald.

"I'm David Xanatos" the man said with a sinister smile. "We'll do great things together."

To Be Continued