Raphael here. Life in New York took a turn for the worst when Shredder somehow got his mitts on our brother, Leo. He did something to our bro's head, making him act like just another Foot Goon. To say my family and I took the news badly would be an understatement, but we knew we couldn't just sit around feeling bad. Somehow, we have to get Leo back from the Foot, but something tells me that this mission is gonna be one of our most dangerous yet…

Down in the lair, Donatello sat at his computer, pouring through the data he and April recovered from the Shredder's computer.

"Come on, tin grin," he said to himself. "What did you do to my brother?"

"Calm down, Donnie," April insisted. "We will find out what happened. It's in here somewhere."

Meanwhile, Raphael was in the training area, slowly performing a series of strikes to get his full range of motion back. He winced a little with each strike, but he still kept at it regardless. His strikes lead him to a training dummy, where he pulled out his sai and jabbed the dummy with it in the chest.

"My son," Splinter spoke up, approaching Raphael. "You should be resting. Your injuries are still healing, and-"

"And nothing, Sensei," Raph cut off. "With all due respect, I am not going to sit around while my brother is being yanked around like a cheap puppet. As soon as Donnie finds out how to help Leo, I'm gonna be there."

Splinter wanted to object, but he could see the determination in his eyes, knowing he wouldn't back down.

"Very well. But please take caution in this. I cannot lose any more of my sons."

"Don't worry, you won't," Raph promised, striking at the dummy again.

At Foot Headquarters, Stockman was working on the helmet he had used on Leo, making sure the adjustments Shredder had requested were implemented exactly right.

"Well Baxter, you've outdone yourself yet again," Stockman said to himself. "Reverse engineering alien technology to override the human, or in this case, mutant mind? Genius. Those reptilian fools are little more than putty in your hand, and that's only the beginning. Soon the whole world will tremble before the awesome might of-"


Stockman froze up, turning around to see Shredder entering the room.

"Or have you forgotten whom you serve?"

"O-Of course not, Master Shredder."

"Good. Now then, what is the progress on the preparations for phase 2?"

"Everything is proceeding on schedule. Reconfiguring the helmet to meet your specifications is a simple matter, but we still need the proper apparatus to maximize the range."

"Then find me this apparatus!" Shredder demanded, slamming his fist on the table. "We cannot allow for any more delays. The turtles' infiltration of this base could mean they have learned of how I am able to control Leonardo. I cannot have them finding a way to disrupt that control before my plans can come to fruition."

"I'll… get right on that, Master."

"See that you do," Shredder told him before turning to leave. "For your sake."

In the dojo, Leonardo sat in a meditative stance, trying once again to clear his mind. Unfortunately, the images from before still plagued his thoughts.. Snippets of distant voices and garbled conversations seeped into his mind, making his headaches even worse. He held his head in pain, trying to block out the images out of his mind.

"What… what is this?" Leo let out.

As he struggled with the flashes, Nakumo walked in the room, intent on checking on him.

"What's wrong with you?" he asked, noting the pain he was in.

"These… images. They keep appearing in my mind… and I have no idea why."

"I… see. Perhaps you should pay a visit to Dr. Stockman. I'm certain he can help to rid you of these… images."

"Alright… thank you."

"Believe me," Nakumo replied as Leo walked off. "It's my pleasure."

Back in the lair, Karai was in the midst of sharpening Leo's katanas, her thoughts still on their owner and the state he was in. Her eyes were distant, and there was a coldness to them as she continued to run the whetstone across the shining blade. Seeing her disheartened state, Mikey slowly approached, sitting on the ground next to her.

"Hey," he said softly, gently nudging her with his elbow. "It's gonna be alright. We're getting him back."

"I wanna believe that… but what if Shredder has his claws too deep in him? What if he's gone for good?"

"He's not. Leo's still in there somewhere, and we're gonna get him out." He took Karai's hand in his, giving it a squeeze. "I promise."

Karai looked down at the gesture, a smile slowly gracing her face.

"Right. I mean, this is Leo we're talking about. Of course he's in there… I saw it. It was brief, but I saw it.

"See? It means we got something to fight for."

She nodded, smiling happily and hopefully. Then, a shout rang through the entirety of the lair.

"We found it!" Donnie's voice declared. "Everyone, get in here!"


Everyone gathered around Donnie's computer set up, where the decrypted files were now on full display.

"Alright, Project De-Volition!" the purple turtle let out, cracking his knuckles. "This is it!"

"Well?" Mikey let out. "What's it say?"

"According to this, Project De-Volition uses… a modified Triceraton Mind-Probe to override the brain like radio waves, manipulating a person's thoughts, memories… everything.

"Whoa," Karai let out in horror.

"I've been on the receiving end of one of those things. Trust me, it's not fun. And with what Stockman's no doubt done to it…" A shudder ran through everyone as Donnie scrolled down. He swallowed hard when he got to the next section. "And I hate it when I'm right… Leo was the test subject of the project."

"Test subject?" Raph repeated. "Thought the whole point of this was to mess with us. What's he testing it for?"

"To see if the process worked correctly," Donnie answered. "If it could turn one of his greatest enemies against his own family…"

"Then no one would be safe," April realized. "Not even Master Splinter could combat the conditioning."

"Meaning Shredder's hoping to go big time with this thing," Casey surmised.

"Maybe even the whole city," Karai dreaded.

"Right on the nose…" Donnie let out. "He's got a plan to set up the device so it broadcasts across New York. Everyone within the city limits will be completely brainwashed."

"Today New York…" Mikey let out in fear. "Tomorrow the world…"

"How do we stop this?" Splinter asked.

"We shut down the device," Karai insisted. "If we destroy it, there's not a chance he can go through with the plan."

"First we need to find it though," Donnie informed. "To broadcast on a city wide scale like this, he'd need some kind of mass transmitter. Thing is though, from what we've seen of his mansion, he doesn't have that kind of technology."

"Then where would he get it?" Raph asked.

"Not sure yet," Donnie replied, searching through the internet. "Give me a minute…"

"Try all his construction sites," Mikey suggested. "I mean, he's been working on this for awhile, so maybe he's got something set up at one of his construction projects."

"Hey, that's not a bad idea," Donnie commended, adding construction sites to his search parameters.

"It would need to be somewhere with sky clearance," April added, "else the machine wouldn't have the necessary range."

"And what about those satellite dish thingies?" Casey chimed in. "Figure he'll need a couple of those."

"Well, I suddenly feel redundant," Donnie muttered before a hit showed up on his computer. "Aha! Got something! There's a highrise downtown that was hit pretty hard during the invasion. It's been under construction for months, and it just got its satellite towers reinstalled.

"Sounds like a dead ringer to me," Casey remarked.

"Then that is where we must go," Splinter declared, his gaze determined. "Tonight, your brother returns home, and the Shredder will be taken down."

Back at Shredder's mansion, countless Foot-Mech's were being prepared for the oncoming battle. Bebop and Rocksteady were grabbing their own weapons, chuckling at the prospect of finally finishing their longtime enemies.

Tokka and Rahzar meanwhile, were off to the side, still feeling conflicted about their alliances with the Shredder. While they could not deny the aid he had provided them, they also could not deny their disgust with what he had done to Leo. Still, there was nothing they could do at the moment, except go along with Shredder's insidious scheme.

Nakumo meanwhile sharpened his swords until they shined on the tips, spinning them before storing them in their sheaths. As he did that, Slash took hold of a giant mace, swinging it around before slamming it on a training dummy. He smirked at the prospect.

"This is going to be fun," he commented.

Inside Stockman's lab, Leo sat himself down in a chair as Stockman carefully strapped him down.

"I'm so glad you came to me with these concerns Leonardo. Just sit back and let me clear your head of all those pesky little thoughts."

"Thank you for seeing me on such short notice, Dr. Stockman. It's just… these images have been happening a lot lately. They… almost feel real."

"I know, my boy, but they're nothing to fret about. Merely nonsense clogging up your mental filters." As he pressed a few buttons, the mind-probe lowered down onto Leo's head. The turtle closed his eyes as the machine powered on. "Just relax, and when it's all over, you won't even remember why you were concerned."

Leo relaxed his body as the machine did its work, the images flowing out of his mind as his "proper" reality cemented in. After a few moments, the session ended and the probe lifted. The restraints released and Leo stood up. His mind was clearer, and the images that had haunted him had faded away.

"There we go," Stockman let out. "Good as new."

"Thank you again, Dr. Stockman," Leo replied, getting to his feet. "I can't imagine where the Foot would be without you."

"Believe me, it's my pleasure."

Leo walked out of the lab and Stockman smirked, filing away that compliment happily. Out in the hall, Leo came face to face with Shredder, causing him to bow instantly.

"Master Shredder."

"I trust your mind is fully in check. Nakumo informed me of your… lapses."

"I am much better now, Master."

"I should hope so. Tonight will be our ultimate victory against Splinter and the turtles. I need all my forces at their peak condition. Especially you."

"I will not fail you master."

"See that you don't."

Back down in the lair, everyone was gearing up for the fight to come. Donnie was calibrating his staff while Raph loaded up with his sai and several shuriken and kunai knives. Mikey was loading up on his own shurikens, as well as enough smoke bombs to keep his pockets stuffed for weeks. Karai meanwhile not only readied her usual tanto, but wore Leo's swords on her back. Splinter was preparing his own sword, knowing he would need it in the coming battle. As April finished sliding her tonfas into her belt, she went into the living room to check on Casey. He was stuffing his golf bag full of different tools and supplies.

"Casey, what are you doing?" she let out.

"What, you didn't think I was just gonna sit on the sidelines, did you?"

"Casey, you're still healing."

"So? Leo's on the line, and it's partially my fault. I ain't gonna be just sitting here on my hands while the rest of you are out fighting. I may not be at top form, but I can at least take a few of those foot bozos down with me."

"I'm not going to risk you getting killed out there."

"The only reason Leo's even in this mess is because of me!" Casey snapped, practically throwing his golf bag down. "The only reason Shredder got his mitts on him is because I was stupid enough to get caught!"

"Casey, that's not true," April insisted, grabbing his hand. "It could have been any of us. You shouldn't blame yourself."

"But I do, April. And I have to make this right. I don't care if it's stupid or if I get hurt. Leo's my friend… and I owe him."

"Just…" April let out a breath before placing a hand on his cheek. "Just be careful out there. I don't want to lose you too."

Casey met her eye, then sighed before putting his hand over hers. "Of course."

The two stood in silence for a moment, before suddenly leaning in and kissing each other. It only lasted for a second before they pulled away, both of their faces a bright red.

"Whoa…" Casey let out.

"Yeah…" April agreed before shaking her head. "We'll talk about this later."


Later, the group all gathered up to discuss their plan.

"Donnie, you and April work to take down Shredder's new toy," Raph relayed. "Casey, you and Mikey keep the Foot goon squad at bay. Karai, you and I will focus on Leo, and leave Shredder to Master Splinter.

"Be warned," Splinter advised. "While Shredder has never made our lives easy, I sense that this confrontation will be the most difficult yet. We will not only be contending with the Shredder and his dark forces, but your brother as well. This will call on all your strength and resolve, now more than ever."

"We won't fail Sensei," Donnie reassured. "We'll get Leo back. And we'll take down the Shredder once and for all."

None of them wasted a second heading out, ready to save their brother and end the Shredder and his evil.

At the construction site, Leo was the first on sight, surveying the area from the rebarbs for any sign of unwanted company. Once he was sure the coast was clear, he gave a signal to the other Foot members to enter. He leapt down to the ground, unaware of the security guard doing a patrol of the area.

"Hey!" the officer shouted. "What's going on here?! This is private property!"

Leo quickly dashed off to the side, staying out of his flashlight beams, before throwing a shuriken at his flashlight, knocking it out of his hands. The guard watched it roll on the ground as Leo wrapped his arms around his neck, snapping it. The guard dropped to the ground, dead.

"That was sloppy," Shredder bemoaned as he and the Foot arrived. "You should have done a more thorough search before entering."

"Apologies Master Shredder," Leo replied. "It will not happen again.

"I know. Stockman, make the necessary preparations."

The group moved on, the security guard's body left behind on the floor. Stockman went up to the base of the satellite tower and began setting up the device.

Sometime later, the heroes arrived at the site as well, the Battle Shell hiding in a back alley. The group used grappling hooks to scale up to the top, making sure to stay silent as they did so. Once they made it to the top unfinished floor, they quietly made their way to find Leo and the foot. Their search was halted however when they noticed the fallen security guard. Donatello knelt down and checked his pulse, confirming he was dead. Looking around, Mikey noted a nearby tarp on a work table and grabbed it, draping it over the body. All of them bowed respectfully, then they all resumed their journey up.

Back with the Foot, Stockman finished setting up the device, causing a surge of power to spread through the tower and up to the dish.

"All set. We should have a city wide signal in about five minutes."

Just then, a shuriken sailed through the air, colliding with Stockman's robot hand and sending a surge of electricity through his body. His body collapsed onto the ground, causing the Foot to turn and see the heroes approaching, each striking a dramatic pose as they came up.

"Well well," Shredder noted. "The menagerie has finally arrived."

"I have come for my son, Saki!" Splinter declared, drawing his blade from his cane. "And this time, I do not intend to leave empty handed."

"Rest assured, you won't. For none of you will be leaving here alive!"

At that moment, countless Foot-Mech's dropped down, each drawing their weapons and preparing for the fight. A cloud of smoke then appeared in front of Shredder as the Foot Elite appeared, their weapons in hand. The turtles all readied their weapons, determination in their eyes.

"No one said it was gonna be easy," Raph remarked.

"Just get to Leo," Casey told him. "We got the rest."

"Come on, Karai." Raph grabbed Karai's arm, pulling her aside.

"Foot… attack!" Shredder ordered.

All at once, the forces of the Foot attacked, prompting the heroes to charge forward. Karai quickly drew Leo's swords and sliced through several Mech's in her path. Raph quickly stabbed one in the chest before tossing it into another, causing it to be crushed. Donnie leapt up into the air and activated his blade, slicing a Mech in two as he came down before decapitating another. Mikey ran forward before dropping to the ground and sliding under the legs of several Foot-Mech's, quickly wrapping his kusarigama chain around the first one and yanking hard, causing not only that Mech to topple over, but several of the ones behind him as well.

Splinter instantly made a beeline for the Shredder, the two old enemies quickly exchanging strikes and blows while Shredder took a sick delight in his old foe's frustration.

"It must tear you up inside," Shredder taunted. "To see your child torn from you. Fighting side by side with the very entity you swore to destroy."

"I will be taking my son back, Saki!"

"We shall see."

Shredder shoved Splinter off as the two continued to battle. Meanwhile, Leo came face to face with Raph, his eyes narrowing as he gripped his swords.

"Thought I taught you a lesson after our last encounter," Leo noted.

"Yeah, watch the claws," Raph remarked, spinning his sai.

Leo leapt forward, swinging his swords down at him as Raph brought up his sai to block.

"Come on, bro, I know you're in there. And you gotta know it too!"

"You and Karai have tried this before!" Leo countered. "I will not be swayed by your lies."

Raph moved in close, rolling along Leo's shell before landing behind him. He tried striking at him with the blunt end of his sai, but Leo managed to dodge, kicking Raph in the plastron.

Meanwhile Donnie easily dodged and deflected the spear Elite's attacks. He quickly ducked under a swipe before jabbing him in the face, disorienting him so Donnie could kick his legs out from under him.

"April, how are you holding up?!" he asked.

April meanwhile was fending off a Foot-Mech's blade with her tonfas, finally managing to knock it out of its hands before smacking it hard in the head, knocking it to the ground.

"Not too bad," she admitted. "Come on, we've got an opening."

"Right behind you," he called out, running after her.

Just then, Nakumo dropped down, kicking Donnie in the face and knocking him back.

"Going somewhere, turtle?" Nakumo greeted, drawing a sword.

"As a matter of fact," Donnie replied, spinning his staff and extending his blade again.

"My, my. Children shouldn't play with such dangerous toys."

Donnie shot forward, swinging his staff at Nakumo. The evil ninja quickly leapt over the attack before landing behind him, swinging his sword in response. Donnie brought his staff up to block the attack before spinning it around and trying to jab at Nakumo, who easily sidestepped out of the way.

"You haven't seen dangerous yet," Donnie responded, spinning around and swinging his blade at him, forcing Nakumo to backflip out of the way.

"Clearly," he retorted, earning Donatello's ire.

Donnie just gritted his teeth before running back into battle.

Meanwhile, Casey was bashing away at every Foot-Mech he came across. Despite his injuries, he seemed to be holding up pretty well. As he knocked one Foot-Mech to the ground, he brought his hockey stick down on its chest, thoroughly damaging it. He then slapshot the head at the oncoming axe Elite, hitting him in the face and knocking him to the ground.

"Woohoo!" he cheered. "That all you got?!"

"Not quite," a familiar voice commented.

Casey turned around to see Slash, brandishing his mace.

"Hun," he snarled, readying his hockey stick. "Been looking forward to this rematch for a long time."

"That makes two of us!" Slash declared, swinging his mace down at him.

Casey rolled out of the way, swinging his hockey stick right in his face. Slash stumbled back, dropping the mace as Casey ran up, striking him repeatedly in the face. Finally having enough, Slash grabbed the hockey stick in his hand, crushing it and causing it to shatter. Casey looked down at the remains of the stick before looking back up at Slash, seeing that his massive fists were raised. Thinking fast, Casey dove between Slash's legs just before he brought the fists down, drawing the stun baton he got from the Utroms. As Slash turned towards him, Casey swung the baton with all his might. Slash cried out in pain as he stumbled back, causing Casey to smirk.

"That all ya got?" Casey taunted.

Slash just turned back to him, roaring as loud as he could before charging right at him. He tackled Casey off the side of the building, causing them to plummet to the streets below.

"Casey!" April cried out.

Casey meanwhile just continued punching at Hun, hoping he would let go.

"This is pretty stupid!" Casey commented. "Even for you!"

"I'll survive," Slash countered, grabbing his fist. "Can you?"

"Let's find out!" Casey yelled, headbutting Slash.

This released his grip on Casey, allowing him to fire a grappling hook at the building. It connected, pulling him off Slash as he crashed to the ground. Casey meanwhile swung around a bit before colliding face first into a nearby garbage truck. The impact completely shattered his mask, causing him to drop to the ground as he groaned in pain.

"Told ya I was up for it," Casey wheezed out.

Back up top, while everyone else was engaged in the fight, Tokka and Rahzar held back. They were visibly unhappy with the fight, their eyes never leaving Leo as he fought not only against Raph, but Karai as well. With every blow the bespelled turtle landed on his allies, the two mutants couldn't help but wince.

"This is wrong…" Tokka commented.

"But what can we do?" Rahzar responded. "If we act against Shredder, who knows what he might do to Carol and Jeffrey."

"True…" Tokka shook his head. "Besides… what could we even do?"

Back in the fight, Mikey had just backflipped out of the way of a massive sledgehammer being swung by Rocksteady. The rogue rhino lifted it back up as Mikey spun a nunchaku.

"You think you can take me?" Mikey taunted.

"Oh I know I can, turtle boy!" Rocksteady declared, swinging his sledgehammer again.

Mikey quickly ducked under it before chucking a smoke bomb right into his face. This managed to blind Rocksteady long enough for Mikey to run up and strike him in the face with his nunchucks. The impact caused him to stumble backwards into Bebop, who quickly caught him.

"You ok, dude?" he asked.

"Yeah, I- look out!" Rocksteady called out.

The two looked up to see Mikey running at them, leaping into the air with his nunchucks spinning.

"Booyakasha!" he yelled, swinging his weapons at them.

Meanwhile, Splinter rolled across the floor, taking a fighting stance as Shredder lunged at him, his claws clashing against Splinter's blade. The two traded blows in rapid succession, with Splinter swinging at Shredder's head, only for the villain to duck under it and lunge forward. Splinter darted out of the way of the attack before Shredder turned around, eyes narrowing. He thrusted a claw forward as Splinter raised his blade to block it, causing the two to reach a stalemate.

"You fool," Shredder demeaned. "This battle was decided before you even arrived."

"You will not win," Splinter declared. "Even if you strike us down, there will still be others to depose your evil!"

Shredder fury reached its peak, noticing a powerbox behind Splinter.

"Then, I'll just have to destroy you all!" Shredder declared, knocking the blade out of his hands and kicking him right into the powerbox.

The power to the entire building flickered as hundreds upon hundreds of volts shot through Splinter. He cried out in agony, his fur burning from the electricity as every muscle spasmed. Hearing the screams, the turtles turned towards their master in fear and horror.

"Master Splinter!" Mikey cried out.

"Sensei!" Donnie yelled.

"No!" Raph cried out, allowing Leo the chance to knock him aside.

He collapsed onto Karai as Leo darted towards Mikey, who was rushing to get to Splinter. His path was cut off when Leo came to a stop right in front of him.

"Come on Leo," Mikey insisted, slowly pulling out a nunchaku. "It's me, Mikey. Your brother."

Leo just darted at Mikey, swinging a sword at him in rapid strokes. Mikey quickly ducked under and leapt over the strikes, finally catching the blade in his nunchaku chain and twisting it before tossing it aside.

"Sorry bro," Mikey apologized before raising a leg to kick him.

Unfortunately for him, Leo caught the leg before it could make contact,grabbing it in both hands and twisting it and causing Mikey to cry out in pain. Leo then threw Mikey to the ground, grunting in pain as he tried to pick himself up. Before he could though, Leo to slam his foot down on his other leg, causing him to cry out again before being struck in the back of the neck by Leo. While still fending off Nakumo, Donnie took note of this and decided to take action. He shoved Nakumo aside before stabbing his staff into the ground and using that to launch himself forward, knocking Nakumo aside. Once Nakumo was down he ran back to try and collect his staff, but Leo landed in front of him, eying him next.

"Leo, listen," Donnie insisted. "Shredder is controlling you. This isn't you!"

"Your words mean nothing to me," Leo declared.

Leo darted forward, with Donnie blocking his punches and attacks as best he could. Donnie tried sweeping his feet out from under him, but Leo just leapt over the attack and landed behind him. Donnie quickly turned around and tried punching him, but Leo quickly grabbed the fist. Like Mikey's leg, he twisted the arm, breaking it and causing Donnie to cry out in pain. Leo continued the assault with a hard chop to the neck, shattering his collarbone and causing Donnie to collapse.

"Donnie!" Raph cried out, rushing towards Leo.

Karai tried to follow, but the double blade and axe Elites suddenly appeared in front of her, halting her approach.

"Bad time to mess with me, guys," she declared, gripping her blades.

The two instantly tried to stab her, prompting her to leap over the weapons before turning around and using her swords to block them.

Meanwhile, Raph continued to run towards Leo, prompting Leo to extend his teko-kage claw and engage. Raph ducked under the sword before blocking the claw with his sai.

"Leo, come on!" Raph pleaded. "These are your brothers you're hurting! Your family! Some part of you knows that!"

"Enough!" Leo declared, spinning around and elbowing Raph in the back of the head. "Stop speaking like you know me. You don't."

"I know more than you think," Raph insisted as he got back up and clashed with Leo again. "I know the only thing you love more than training is getting ready for more training. I know you've seen every episode of Space Heroes five hundred times. I know you won't play videogames with Mikey because you know he's gonna beat you."

"Seriously…?" Mikey wheezed out.

As the fight continued, Leo's memory flashes began to return. They showed him everything Raph was describing, each image leaving him in pain.

"That's it, Leo," Raph insisted. "Fight what the Shredder did to you. Come back to us!"

Back with Karai, she continued battling with the trident and double blade Elites. She slowly backed towards a metal girder sticking out of the ground as the double blade Elite swung his blade. She flipped over it, causing the weapon to vibrate against the metal as she landed, allowing her to strike him in the face and knock him out. She then turned towards the trident Elite, gripping the swords as she charged forward. The two clashed weapons back and forth for a bit, before the Elite hit her with the blunt end of his weapon, knocking her to the ground. He tried stabbing her, but she rolled out of the way, causing him to stab the ground. He tried to pull it free, but Karai managed to kick him in the stomach, knocking him to the ground. As she got back to her feet, she turned towards Raph and Leo, seeing the latter struggling with his mind.


Leo held his head in pain, more memory flashes flooding in by the second.

"Come on, bro," Raph pleaded. "Fight it!"

Leo cried out in pain before suddenly kicking Raph in the plastron, knocking him aside. He grabbed his remaining blade and turned towards him, only for Karai to land in front of him.

"Enough!" she shouted. "I won't let you hurt your family anymore!"

"Stand down, Karai."

"I won't! Not if it means you going against everything you believe in. You're the one that taught me that honor means everything to a true warrior." There were tears in her eyes as she said this. "Please Leo, don't you remember? When we fought against one another the last time? On that tankard out in the bay? Do you remember what you told me?"

Leo just continued groaning in pain, his free hand holding his head. Karai dropped the swords as she approached him.

"You told me I was nothing like the Shredder, and the same goes for you! You are an honorable warrior who always puts others before himself. But if you continue to let him use you, let him turn you against everything you stand for, then you have no honor!" With a deep breath, she slid to her knees, lifting her chin. "I know you can fight him. You're strong, Leonardo. That's why I know you won't kill me. Just like I couldn't kill you back then."

Leo looked down at her, before turning towards his claw. Seeing his reflection in the blade, as well as the sincerity in Karai's face, something in him broke. He tore the gauntlet off his arm and tossed it aside, dropping to his knees as the memories continued to torment him. Karai reached out, pulling him into a hug.

"Don't fight it, Leo…" she whispered, clutching him tightly. "I know it hurts, but let it happen. Let your true self out…"

His groans of pain continued to get louder and louder as his might was at war with himself. Finally, he let out a scream of anguish before finally collapsing in Karai's arms. She held him for a brief moment before his head lifted, his eyes blinking groggily.


With a relieved gasp, Karai hugged Leo again, tears running down her face. "Leo…"

When she pulled back, she reached for the black mask on his face, pulling it away before tugging a strip of blue fabric from her sleeve. She tied it in place around Leo's face, giving him his proper color once more.

"Welcome back," she said before holding out his swords.

Hesidentally, he took hold of them, the two getting back to their feet as Raph approached.

"Good to have you back bro," Raph told him.

"Good to be back…" he replied, his face still neutral. "But Donnie… Mikey…."

"So, the turtle thinks for himself again," Shredder noted, getting the attention of the three. "In mere moments it will not matter. Once the device activates, you all will serve me willingly."

"Oh I don't think we have to worry about that," Karai sneered.

Shredder cocked an eyebrow before turning towards the device, seeing April working to deactivate it.

"No! Get away from that!"

He tried to reach her, but Raph quickly leapt into action, stabbing his sai straight into Shredder's shoulders. Shredder cried out in pain as Raph kicked him in the back, knocking him to the ground.

"Been wanting to do that for a long time, tin grin," Raph told him as he spun his sai.

Shredder gripped one of his shoulders as he picked himself up, turning towards Raph in malice.

"You're done, Shredder!" Raph promised.

He tried stabbing Shredder with his sai, but he brought up a gauntlet to block the attack. Raph tried with the other hand, but Shredder managed to grab his wrist, twisting it and causing him to drop it. Raph tried using the other sai, but Shredder just batted it out of his hand before grabbing hold of Raph's shell and lifted him overhead. He then brought Raph down on his knee, causing a cracking sound to ring out and Raph to cry out in pain.

"Raph!" Leo, Karai, and April all let out at once.

Shredder casually tossed Raph aside, allowing him to tumble to the ground. Seeing this, April grabbed her tonfa and ran right at Shredder, swinging the weapon at him. He ducked under it as she spun around, attempting to jab it into his chest. He grabbed hold of the weapon and used a palm thrust to knock her back. She tumbled on the ground as Shredder approached, claws extended so he could finish her. Before he could reach her though, Karai darted forward, slashing at his back with Leo's discarded Foot sword before turning around and trying to stab him. He caught the blade in his claws before shoving her away. She darted at him again, chucking a smoke bomb in his face in hopes of disorienting him. However, this did little as he was able to block her attack spin around, elbowing her in the back of the head and knocking her to the side.

"Do you truly believe you stand a chance against me?" Shredder questioned. "Like I said, there is nothing you know that I did not teach you."

"You haven't taught me everything," Karai declared. "Here's something I learned from Michelangelo!"

Shredder tried striking her, but she backflipped over the attack, landing behind him.

"And this one's from Raphael!" She then leapt up and kicked him across the face, causing him to stumble back.

"Here's a signature from Donatello!"

She raised her blade as Shredder swung at her, catching the claw in between her sword. She then slammed the weapon onto the ground, snapping one of the blades of Shredder's claw in the process.

"And this one's from Leonardo!"

She then quickly swung her blade up, causing it to collide with Shredder's head. He flew backwards as his helmet was knocked off, bouncing along the roof as the man himself crashed down hard. He slowly picked himself up just as Karai's blade was at his throat.

"You're done," she declared.

"Well? What are you waiting for? I promise you will never have a better opportunity."

Karai just stood there, staring him down and genuinely considering finishing the job. Ultimately though, she lowered her blade.

"No… I'm not like you. You're going to answer for your crimes. And the world will see you for the monster you are."

Shredder lowered his head, his eye catching sight of one of Raph's discarded sai on the ground nearby.

"I suppose… you must do what you believe is right…"

She just nodded, turning in a dismissive manner. He slowly inched his way over to the sai, catching Leo's attention.

"I only ask… you grant me one last request…" Shredder requested.

"Why would I ever grant you anything?" Karai replied dismissively.

"Please, just… call me father once last time."

The request caused Karai's eyes to fly open in a rage as Shredder grabbed the sai. This prompted Leo to rush over, unbeknownst to a furious Karai.

"You… were never my FATHER!" she yelled, spinning around and lunging her sword forward.

Shredder then used the sai to raise the sword up, striking Leo in the chest instead. Leo choked, feeling blood pooling in his mouth. Karai gasped, then stumbled back in shock, her blade still sticking out of his chest. Leo dropped to his knees before collapsing onto his side. Karai quickly knelt down next to Leo and, with shaking hands, attempted to staunch the bleeding.

"Come on Leo," she pleaded. "Stay with me. Stay with me, please."

As she worked to keep Leo alive, Shredder went and reclaimed his helmet, sliding it back onto his head before walking back over to her.

"You claim not to be my daughter," he spoke. "And yet… you continue to make me proud."

The words hit Karai hard, and an anguished, agonizing scream ripped through her throat.

"Worry not," Shredder told her. "It will all end-"

"Shredder!" April's voice called out.

Shredder looked up to see April near the device, holding Donnie's staff. Without saying a word, she activated the taser setting and jammed it into the device, causing it to surge with electricity.

"No!" Shredder yelled, running towards her.

April quickly got out of the way as the device began to overload. Just as Shredder approached, the machine finally exploded, sending a shockwave that knocked Shredder back so far, he went off the side of the building. He let out a yell of fury as he fell through the air, eventually landing in the garbage truck Casey crashed into earlier. Seeing this, Casey walked over and gripped the lever on the side of the truck, giving it a good pull.

"Oops," he let out in a cold tone as the truck began compressing and crushing the trash inside, including Shredder.

Back up top, Karai managed to regain some of her composure to try and use the healing hands to try and help Leo. Sadly, her hands were shaking too bad, covered in Leo's blood, and her voice shook too much to properly recite the mantra.

"I… I can't…" she finally spoke, turning frantically to the burning pile of fur that was their sensei. "Master Splinter!"

Splinter groaned in pain, slowly turning his head towards her and Leo.

"Leo…nardo…" he mustered, slowly trying to crawl over to them.

April went over to him and quickly helped him up.

"Just lean on me, Splinter," she told him, gripping his arm and side as they slowly walked over to Leo.

She finally reached Karai and Leo, slowly kneeling down so Splinter could do his work. Karai was still shaking until Splinter's paws closed around them, helping her to form the right gestures.

Ryn," he began. "Pyo, Toh, Sha, Kai, Jin, Retsu, Zai, Zen."

Karai quickly caught on, joining in and performing the mantra. As they placed their hands on Leo, slowly the wound closed. April grabbed the sword still buried in him, carefully sliding it out slowly. Once the blade was out, Leo choked a bit, then the wound began to slowly close. Seeing this, Karai let out a sigh of relief.

"He's ok…" she told herself.

"For now," April replied, pulling out her shell cell. "But they all need medical attention."

"We can't stay…" Donnie groaned, clutching his right arm as it dangled limply at his side, "in the city… Not…" he winced hard, "not like this."

"Way ahead of you Don," April agreed as she dialed Casey. "Casey, I need you to get the Battle Shell ready. We need to get the guys patched up and out of the city."

"You got it."

As April and Karai helped the turtles and Splinter, Tokka and Rahzar continued to watch on, horrified by what they saw. After looking at each other for a moment, they took off into the night, unsure of what path laid ahead.

Down below, Casey brought the Battle Shell around just as the others reached ground level. Splinter was leaning hard on his cane, still weakened by his attack. He and April helped carry Mikey to keep as much pressure off his legs as possible. Donnie helped carry Raph with his good arm as best he could before Casey ran up, getting his other side as they got to the Battle Shell. Karai meanwhile carried Leo, holding him close as they got to the Battle Shell. Carefully, they got everyone inside, setting them out on the extra seats in the back.

"Ok, first we hit up the nearest drug store for medicine, bandages, the works," April declared, taking charge. "Then, we make a beeline for the farmhouse."

"Farmhouse?" Karai questioned.

"Place upstate we crashed at after the Foot…" Casey quickly caught himself, knowing it wouldn't sit well with Karai. "Uh, let's just say it's a good place to lay low."

With that, Casey drove off, hoping to patch the turtles up soon. As they left, a low rumbling started ringing out from the garbage truck, before a set of claws shot out the side, slicing through it and allowing the rage filled eyes of the Shredder to peer out.

"This… is not over!"