The Chinese countryside, early August, 1945:

Everything was a wasteland.

As he walked along the dirt roads he had known since childhood, he saw only destruction. His eyes swept across the scorched fields, burnt villages, and signs of the gruesome carnage his homeland had been forced to endure, since the fall of the last dynasty over two decades ago. In his own young life, he had known only war, and that is why he had entered the temple at an early age. But even there he had not been able to escape the fires of destruction that had consumed his homeland.

As he passed along the roads, he saw refugees feeling in every direction; mothers with their babies, men carrying everything they owned upon their backs. They mostly passed him by, ignoring the young Taoist monk in a straw hat and blue robes, but occasionally a an old man or a couple would stop him to ask for a blessing. But most of the time they ignored the strange traveler with a walking stick and and small pack at his side; they knew he was fleeing from the horror all around him, just as they were.

The young monk's name was master Mogo, and he was the only surviving member of the Taoist brotherhood of the harmonious striking foot. Once, his order had been comprised of over four hundred monks, and had possessed the grandest monastery in all of China. But the invading Japanese armies had burned down their beautiful temple, and had hunted down the monks of the way and given them gruesome and painful deaths, until only he had remained. Now, Master Mogo was on his way to Shanghai on the coast, where he would take what little gold he had managed to save from the temple, and buy passage to the United States.

As he stopped to rest on a great rock near the roadside, Master Mogo sighed. He hated to leave his beloved homeland, but the middle kingdom was no longer a safe place to reside. Even as the Japanese retreated from the countryside, everyone knew China was on the brink of another civil war, one that would tear the nation apart even further; bringing more violence, and more death. To escape that violence is why Mogo had begun to follow the path of the Tao as a child in the first place, and he wanted no part of the bloodshed that was to come. Reaching into his bag, he gazed upon the three books he had managed to save from the temple; the Tao Te Ching, the Zhuangzi, and the Daozang. With these three texts, he would start a new temple in the west, and continue the teachings his great masters had first taught to him.

But as he looked deeper into the bag, Mogo noticed the other object he had managed to rescue from the temple; a strange, canister-like container made of glass, filled with a glowing green liquid that was no doubt a product of Taoist Alchemy. Mogo had heard from the older monks that it contained the elixir of life, and been created by the great Tao alchemist Chang Tao Ling. They said the monastery had been guarding the alchemist's mixture for hundreds of years, and Mogo did not doubt that it was for that very reason the Japanese army had destroyed his temple, in order to claim the elixir of immortality for their emperor. At that moment, Master Mogo vowed his new order of monks would protect the green elixir, no matter what the cost!

"Hey you kids!" The monk heard a voice cry out in Japanese, causing him to jump behind and hide behind the large boulder. "Stop right there!"

Peering around the corner, Master Mogo was greeted by the sight of two haggard-looking boys being chased by a Japanese soldier. The angry-looking officer finally caught up with them near where Mogo stood, and grabbed them both by the scruff of their raggedy shirts.

"Why, you filthy little urchins!" The Japanese soldier hissed. "I'll teach you to steal food from the imperial army!"

Leaping from behind the boulder, Master Mogo swiftly attacked the angry soldier, whom he caught off guard. The officer valiantly tried to fight back, but Mogo was a master of Wudang Kung Fu, like most of the monks of his temple had been. He easily knocked the soldier unconscious, and went to confront the two youths whom he had been chasing.

"All right you two, you can come out." The monk told them. "He can't chase you, or hurt you anymore."

Master Mogo spoke fluent Japanese; one of the monks at his temple had originally come from Tokyo, and had taught him the language, as well as given him his temple nickname, 'Mogo'. The two boys were reluctant to talk at first, but quickly opened up when they understood Mogo would not harm them.

"My name's Hamato Yoshi, honorable one." The first greeted Mogo, bowing.

"And I'm Oroku Nagi, noble monk." The second replied with a bow.

Master Mogo soon learned that they were orphans; fathered by two of the occupying Japanese soldiers who had taken Chinese brides a decade ago, and the pair had been abandoned as orphans after their fathers had died in battle. The two had teamed up to survive in this hellish wasteland, and Mogo was impressed by the burning determination he saw in their eyes to survive. It was just the kind of fierce spirit he would need in the new monks of his order; and besides, he could not just leave these two orphans to starve in the wastelands.

"Come with me, young ones, and I will take teach you of the path of the Tao." Master Mogo declared, as he gave them each a small portion of bread from his sack, and started to walk towards the horizon. "We shall leave all of this violence and death behind us, and seek a new way of enlightenment."

Yoshi and Nagi were reluctant at first, but the growling in their bellies- as well as the food they saw sticking out of Master Mogo's satchel- convinced them two follow the monk. Greedily downing the small portion the monk had given them, the two orphans continued to follow him down thew road towards a new life... and a new path.

Empire City, U.S.A., 1968:

Empire City; once, the shining jewel of North America's port cities. Seen at the turn of the century as a beacon of progress, it's mighty skyline was dotted with skyscrapers that served as symbols of the wealth and opulence that drew immigrants from the world. Now a far dingier and grimier place, this once-grand jewel upon America's eastern seaboard, has seen far better days in it's long and sordid history.

Within this melting pot metropolis, one of the many ethnic neighborhoods was the city's Chinatown. There, beautiful residences and elegant gardens stood side-by-side with modern restaurants, laundromats, and stores. Among these structures, great and small, stood the magnificent Taoist Temple of the Harmonious Striking Foot, the jewel and centerpiece of the whole community. It's pagoda-style red-tiled roof and columned walls evoked a strong feeling of the home country, and it's altars were covered with offerings, as well as prayers written in the hànzì characters of the Chinese language. The large Taijitu symbol on the wall, representing the concepts of yin and yang, stood as testament to the harmonious balance of this sacred place.

In the courtyard outside, Daoist monks Hamato Yoshi and Oroku Nagi were sparring together. No longer the children Master Mogo had rescued over two decades earlier, the two men traded punches and kicks, blocking each other's fury of blows as both combatants studied each other, each wating for an opening.

"Good, very good, Nagi." The elderly Mogo told his student, now speaking the English language of the country they all now resided in. "Don't let him get through your defenses, or you will fail."

"The master is right, my brother." Yoshi agreed, striking with a spinning kick, that Nagi barely avoided. "You fight well, but you always fail to press your advantage."

"We will see about that, brother." Nagi replied, a smug smile on his face. "We shall see who is laughing, when you are lying on the ground in pain!"

Nagi delivered a series of punches, which Yoshi easily blocked with his arms. Then, seeing an opportunity in his opponents stance, Yoshi hit Nagi with a leg sweep, which knocked the shocked fighter off of his feet.

"Ha! Looks like I win again!" Yoshi laughed, reaching out a hand to help Nagi to his feet. "The master is correct, brother, you have been distracted whenever we have sparred these few months past."

"He is not the only one who has been distracted, Hamato Yoshi." Master Mogo replied, holding up an accusing finger. "I have noticed that both of you have been distracted from your spiritual duties, turning your attention to matters of the outside world."

"No, master!" Nagi protested. "I haven't been neglecting my-!"

"Do you think I have been blind to your carousals outside of these walls, Nagi!? Do you think I have not noticed the evenings you have spent away from the temple with those women of the community!?" The old man raised his voice in anger. "I know of your shameful activities; of Yoshi spending time with that Tang Shen girl from Chinatown, as well as the illegitimate son Nagi has fathered, named Saki."

Nagi tired to speak, but knowing he had been discovered, could only hang his head in shame. Yoshi then stepped forward, and bowed to his master.

"I deeply apologize for my brother and I's transgressions, sifu Mogo." Hamato Yoshi lowered his head in grief. "My brother and I should not have allowed ourselves to be distracted from our calling, and we shall strive to better follow the path in the future."

"No, Hamato Yoshi, the fault is mine." Mogo sighed, walking into the great hall. "I brought you into this life as children, and unlike the other monks at our temple, you had no choice to enter into our way of life." Walking into a small chamber behind the altar, he approached the small shrine which contained the class container filled with the elixir of life. "Ever since I first discovered the two of you when fleeing our homeland, I have molded you, training you in the martial arts to protect our most sacred treasure. I can see now, that that was an error. You should both should have been free to choose your own paths."

"No master, you did well in training and raising us." Yoshi protested, placing a hand on his master's shoulder. "You gave us everything, where we could have been left to die in the wastes. It is we who have been found lacking. Nagi and I must strive to do better, if we are to one day succeed you as heads of the temple."

But even as master and student discussed these matters, Nagi stood in silence nearby. As he watched the closeness between the man he called father and the man he called brother, a vile darkness began to grow in his shadowy heart.

It was mid afternoon a few days later, when Hamato Yoshi was returning home from a nearby pet store. After the shaming he had received from his sifu, Yoshi had decided to purchase four new friends to keep him company in his room at the temple.

"Well now, my turtles... I suppose you four can keep me company, while I read my books on Renaissance artwork." Yoshi smiled, mentioning to the four turtles in the glass bowl he was carrying about his favorite pastime. "I wonder what sifu and my brother will think of all of you?"

Yoshi had barely walked through the temple gates, however, when he immediately sensed something was wrong. Looking around outside the temple, Yoshi noticed the younger monks in the courtyard, practicing their move sets under Master Tatsu, the monk in charge of training. Making his way into the great hall, he heard two loud voices arguing behind the great altar... followed by what sounded like a fatal scream.

"Oh, no!" The terrified monk called out, rushing behind the curtain, still carrying his little bowl with the four turtles inside. "Master!"

What Hamato Yoshi found there, horrified the young monk beyond words. There, on the floor, lay the lifeless body of Sifu Mogo. Over him stood the angry form of Oroku Nagi, clutching the glass canister of the green elixir he had stolen from the shrine behind him.

"Master Mogo..." Yoshi cried out in shock, letting the glass bowl containing the four baby turtles crash to the floor and break. "Nagi, what have you done?!"

Ororku Nagi only looked to his fellow monk for a moment, before tossing the container of green elixir towards his face, and fleeing from the room. The sealed glass container shattered against Yoshi's body, spilling all over both him and the turtles. Yoshi then began to feel a great pain tear through his body, as the strange glowing ooze began to change and twist his form.

"What-what's happening to me?" Hamato Yoshi cried out, as fur sprouted all over his body, and fangs began to grow in his mouth. "Aggrrrah!"

And as the almost magical elixir worked it's strange power on Hamato Yoshi, the noble and honorable monk who had been born under the sign of the rat, the glowing liquid transformed him into the very form of his zodiac sign. And as Yoshi stumbled around in pain, he swore he could see the little turtles from glass bowl covered in the green ooze, and they seemed to be growing...

It was only a few hours later, when Mater Tatsu approached Nagi in the temple's great hall.

"Well?" Nagi asked impatiently, not even looking back at his subordinate. "What do you have to report?"

"The authorities bought the story master Mogo's death was a heart attack, given his age." Tatsu replied with a bow. "And as to the other monks, they have all sworn to follow you, and the new path you seek to take the temple on."

"Very good." Nagi replied with a nod, turning to face Tatsu. "And what about Yoshi?"

"Hamato Yoshi has disappeared, along with all of the furniture and books from his room, as well as many of the weapons from the temple dojo."

"Looks like my sword brother could not deal with our father's death and has decided to flee." Nagi laughed. "I doubt we will be hearing from him again. It is only a pity we lost the elixir of life... ah well, all that nonsense old Mogo told us about it's power was probably made up, anyway."

"So... what now, master Nagi?" Tatsu asked, bowing to the new head of the monastic order. "What do have have planned next for the temple of the striking foot?"

"Next, Tatsu? Next, I'm going to turn the Foot an organization to be feared." Nagi reached into his pocket, pulling out a torn magazine cover that featured the image of a masked and armored samurai covered in blades. Staring at the image, he imagined himself clad in the armor from his biological father's homeland. "Now, with our martial arts skills that old fool had taught us, we shall be a mighty clan, that shreds the hope of all who dwell in this wretched city!" He crunched up the paper in his hand. "When our Foot clan is though, my son Saki will inherit a mighty criminal empire!"

Summer, 1983:

"Hey Raph, bet ya can't hit me!" Michelangelo taunted his brother, jumping around the dojo, and avoiding his taller brother's blows. "You are waay to slow, dude!"

Grrr, Mikey!" Raphael replied, snarling at his sibling. "I'm gonna make you eat those words!"

The two mutants turtles traded blows, locked in a viscous sparring match while their sifu watched. Mikey was getting in punches wherever he could , while jumping and flipping to avoid his bigger and stronger brother's strikes. While Raph delivered many powerful kicks, and blocked his sibling's speedy fists.

"Man, you are way too slow, bro!" Mikey teased, jumping over Raph's head, before knocking him down with a leg sweep. "You need to be fast on your feet, to keep up with me!"

"Oh, yeah?!" The hotheaded turtle declared, knocking Mikey down with an uppercut to the chin. "Well, if youse spent less time yappin' and more time fightin', ya might have won this by now!"

Mikey hit Raph with a roundhouse kick, which staggered the powerhouse turtle back a few steps. Rapheal smashed him with an elbow to the face, before trapping the smaller turtle in a bearhug.

"You're not gettin outta this one, Mikey!" Raph roared, trying to squeeze the life of his brother. "Just say uncle, and it's all over!"

Struggling against Raph, Michelangelo reached behind his head, grabbed his angry brother's shoulders, and threw him clean across the dojo. As Raph got up to charge his brother again, Splinter jumped up and cried out. "Enough!"

The two turtles took a step back, and bowed to each other. Splinter stood up, and started clapping his hands.

"Very good, my students. You have progressed well in your training." The mutant rat complimented his pupils. "Very soon, you will be ready to venture to the world above, and begin to take on real opponents."

"Thank you, sifu." Both turtles replied in unison, bowing to their teacher.

"Hey guys, we're back!" Leonardo called out, as he and Donatello came walking back in with two huge stacks of pizzas on each arm. "We would've brought another dozen pies, but Donnie couldn't carry any more."

"Hey, give me a break here!" The other turtle pleaded, setting his two stacks of pies down on the table. "I had the weight of those pizzas balanced, based on their weight and mass distribution!"

"Alright! Pizza!" Mikey exclaimed, throwing a box open, and beginning to scarf down a pepperoni, banana, and yellow pepper pizza. "Better get some before it's gone, bros!"

"Leo, did you forget the soda again!?" Raph complained, digging into a pineapple pizza. "You know Mikey, Donnie and I all love our Orange crush, we don't know how you can stand that Mr. Pibb crud you guzzle, though."

"Hey, hold on! Don't start scarfing the pizza just yet!" Leo protested, sitting at the table. "We should say a prayer thanking the three great Tainzun for this wonderful meal first!"

Grabbing a slice of anchovy pizza, Master Splinter sat down at the opposite end of the table, and stared at the four brothers with pride. His four students, his turtles, each as unique as the four different-colored bandanas they wore. Leonardo, the most spiritual and de-facto leader of the group. Mikey, the most caring and compassionate, who took as much pride in his cooking skills as his fighting prowess. Raphael, the sarcastic bruiser who was the strongest of the four brothers, and preferred settling his problems through violence. And Donatello, the intelligent master of electronic devices, who kept their lair in running order. This four were his treasured students, and his greatest personal joy.

"My turtles, when you are finished with your meals, please join me in the living room." Splinter commanded. "We must begin the next phase of your training."

"Yes, sifu." All four of the brothers replied in unison, before going back to their meal.

Splinter smiled; each turtle, so much different, yet each so much alike. He had given each of the four brothers a different colored bandana to wear on their tenth birthday, to symbolize how each of them was as unique as the four seasons; an important concept in Taoism. He had named them after four of the great renaissance artists, from the books on Italian art that he so loved to read as a pastime. Thinking back to when he had first seen the four brothers undergoing their transformation as infants, he was not certain why he had taken them with him when they had all fled. But now, he was eternally grateful that he had students whom he could pass on the teachings he had learned when he was a Taoist monk.

For the rat named Splinter... had once been the man named Hamato Yoshi.

After getting splashed with the strange green elixir, Hamato Yoshi had been transformed into a giant humanoid rat. Getting over the initial shock, Yoshi managed to flee from the temple, and take most of his possessions with him. Fortunately, none of the other monks had seen him in his new form, and he was able to get in and out of the monastery undetected, with all the upheaval surrounding master Mogo's death. Needing to get away from normal people after his mutation, Yoshi decided to flee into the Sewers, where there were extremely few humans to spot him. During his explorations in the tunnels, Yoshi had managed to find an old underground speakeasy with an entrance into the underground. The hidden bar from prohibition had been untouched since the gangsters abandoned it after alcohol became legal again.

After cleaning the old wine and other sleazy material out of the abandoned speakeasy, the mutant rat quickly moved himself and his turtles into their abode. With a mix of his old furniture, and the tables and chairs left in the speakeasy, the rat and the turtles were well provisioned. Yoshi also discovered the electricity and water still worked, and despite his lack of electrical and plumbing knowledge, had managed to restore the place with the help of some how-to books. That was the great advantage Yoshi had in this whole ordeal, the books, still functioning appliances, and other household items the people of Empire city threw out; one could furnish an entire living space with what Yoshi had found in dumpsters and junkyards.

And now, fifteen years had gone by... fifteen years of raising these turtles as his own students, just as master Mogo had raised him. Oh, there had been some difficulties along the way, problems Master Splinter could not have foreseen. He had not been sure on how to feed them, at first, until he remembered a pizzeria owner named Vinnie nearby, whom had owed Hamato Yoshi for once saving his life. Splinter contacted him by phone mere days after his transformation, and for the past fifteen years the turtles had been raised on steady diet of pizzas and soda. Likewise, when the turtles were only five, Splinter had found an old TV set with a broken leg. Afterward, his turtles were raised on a steady diet of whatever shows came on the air. Mikey was practically raised by old California beach and surfer movies (even starting to speak the lingo), while Donnie piratically taught himself how to be a handyman by watching do-it-yourself fix-it shows. Leo was obsessed with historical documentaries and martial arts films, while Raph was obsessed with crime specials and gangster movies, developing one detective's Brooklyn accent.

They had learned much and grown strong, Their mutated forms granted them superhuman strength and speed, increasing the turtles martial arts skills a hundred fold. And the strong and sturdy shells on their backs could withstand weapons and blows that would kill a normal man. As he looked over his four sparring students, Master Splinter knew, now more than ever, that they were nearly ready. Ready for the great task he would now entrust them with. As the four turtles finished their pizza, they all gathered in the living room, listening intently to what their master was about to say.

"My students, the time has come for you to take the next step on your journey." Splinter opened a chest, which contained the weapons he had retrieved from the temple before he fled. "Your whole lives, you have trained in the art of Wudang Kung Fu, as well as in many different styles of weapons. But now, it is time you each begin to train with unique weapons, each matching your own personality and fighting style."

Reaching into the box, Master Splinter pulled out four sets of weapons.

"This is the tekpi, the short-handed trident from Indonesia." Splinter explained, handing Raphael a pair of the dagger-like weapons. "It is the ancestor of the Okinawan sai, and will serve you well in blocking attacks or disarming opponents."

"Hey, not bad." Raph chuckled, spinning his pair of tekpi around. "Can't wait ta use these things on some street punks!"

"This is the Nangun, the fighting staff of northern China." Splinter continued, proudly handing a pair of the staffs to Donatello. "You shall strike your opponents with a force that matches your fury."

"Thank you, sifu." Donatello replied humbly, lowering his head. "I shall cherish your gifts, always."

"These are the tabak-toyok, the flail from the Philippines that can strike opponents at a distance." Splinter handed two pairs of tabak to Michelangelo. "They are much longer than their cousin, the nunchaku, and shall serve you well in battle."

"Totally awesome, master!" Mikey exclaimed, twirling his two tabaks around on their chains. "Bet I can do some totally awesome moves with these!"

"And these are the dao, the deadly blades that will slice through the injustice you shall encounter." Splinter handed the twin swords over to Leonardo, who grasped the blades tightly. "But these two swords will only be as strong as the warrior who wields them."

"Thank you, sifu." Leonardo replied humbly. "I shall try to bring honor and glory to these weapons you have given me!"

"Train well with these weapons, my turtles," Splinter told them. "For they shall prepare you for the task that lies ahead..."

Fall, 1983:

It was near closing time at the Empire city bank, and the tellers were busy shutting down for the evening, as the last of the customers were leaving for the day. It wasn't long before all of the employees had finished there work, and the security guard locked up the bank for the evening. It had been a day just like any other; customers cashing checks, taking out loans, and making deposits. But there was no indication anything out of the ordinary was going to happen that very night, no sign that there was going to be some kind of trouble on this cloudless evening.

It had been less than an hour after the last employee had departed, when several figures dressed all in black came jumping across the rooftops, before landing on top of the bank building. If anyone had actually been able to bear witness to these intruders, they would see what appeared to be a bunch of warriors dressed as Kuroko, the shadow performers of Kabuki theater, who wore hoods that only left their eyes exposed. One of the mysterious hooded figures approached the skylight, and with a simple stroke of his jian, seamlessly sliced through the glass. Nearly a dozen of the hooded figures then swarmed down though the skylight like ants, disabling the alarm system and security cameras, and silently sweeping down through the floors of the bank.

Suddenly, a bunch of ropes dropped down into the vault, and the swarm of shadow warriors descended upon their prize. The old night watchman, quietly doing his rounds, was knocked out by a simple blow to the head, and left unconscious in a nearby chair. Nimble fingers then quietly tinkered with the vault controls, overriding the great doors time-lock release, and causing it to swing wide open. The shadowy warriors moved quickly, emptying the bank vault, and placing the cash, jewellery, and other valuables into leather sacks.

After they were finished, the shadowy thieves quickly threw crawled their way back towards the ceiling, pulling up the ropes, going back through the skylight, and quietly slipping off into the night... the broken locks and empty vaults the only sign that they had ever been there in the first place. As the shadow thieves raced their way across the rooftops, their leader then pulled her mask off, revealing a young woman with dark hair and black eyes. Looking back as she ran to make sure all her subordinates were keeping up, the young woman smiled.

"Well done, my loyal foot soldiers." The woman uttered, as the all raced back towards the dojo. "Sifu Shredder will be very pleased."

"Duì, Mistress Lotus." The foot soldiers all replied in unison, jumping down off the rooftops, and down into the dojo's courtyard.

As the others all went to unload their loot and get cleaned up, Lotus marched up into the great hall, and kneeled before the large figure sitting on upon the throne above her.

"Lotus Blossom, report." The figure before her commanded. "How did the heist go?"

"Everything went according to plan, master shredder." Lotus replied, looking up. "We were able to steal over two million dollars from the bank, without anyone even being aware we were there."

"Very good, my loyal servant." The shredder replied, rising from his throne, and stepping out from the shadows. "This riches reaped from this heist are proof of you and your your cunning skill."

As Louts Blossom looked up, she gazed upon the intimidating form of the shredder; a red bodysuit, with a samurai-looking helmet, shoulder blades, and a pair of hand gauntlets all covered in blades. Lotus couldn't believe how much it resembled a Japanese samurai's armor, but she knew that was intentional. Shredder had chosen his armor, along with the kabuki performer outfits the foot solider wore, as a form of mockery towards his hated father's home country. They had become the symbol of the Foot clan, who can grown to become the most powerful martial arts triad on the eastern seaboard, and had come to control Empire's city's Chinatown.

"And what of our other endeavors?" The shredder asked, staring down at the young foot commander with an iron gaze. "Are they faring as well as the heist?"

"The protection rackets are turning in a strong profits, as are the gambling dens and drug dealers." Lotus replied, her distaste in the last two evident in her voice. "Also, we have completed our treaties with Don Turtelli's mob on Empire city's east side, along with Hun and his purple dragons on the north side, giving our criminal alliance complete control of the city."

"Excellent, Lotus Blossom, you have done well." Shredder complimented her, turning back towards his throne. "If it weren't for your refusal to kill, or get involved in the clan's seedier activities, you would make an excellent second in command."

Lotus winced at that stain upon her honor; being only in her teens, she was one of the last of the generation of the foot clan who remembered Mogo and his soft pacifistic stance. But then Lotus heard the sound of people approaching the throne room, and a small smile spread across her face.

"Sifu shredder, your son has arrived for an audience with you." Lotus replied with a smile. "May I be dismissed?"

"What, Saki is here?" Shredder sighed. "Very well, you are dismissed. Send my son in on your way out."

Lotus bowed, before leaving the room. Moments later, Oroku Saki came strolling into the room, flanked on either side by two tough-looking thugs. seeing his son's two 'friends', the shredder scowled beneath his face-concealing mask.

"Hello, my son. I'm glad you could finally join us." The triad leader crossed his arms in front of his chest. "Now, if you would be so kind as to tell your two purple dragon friends to leave..."

"Oh, very well, father." He turned towards the overweight blonde man in camo pants, and the punk with shades and a purple mohawk. "Rocksteady, Bebop... wait for my outside. This will only take a few minutes."

"Whatever you say, boss." Rocksteady agreed, before he and Bebop walked out. The Shredder then approached his son, taking off his helmet to reveal the aged face of Ororku Nagi. "I wish you didn't waste your time with those cretins, they don't have enough brains between them to fill a shoe box."

"I saved their life once, after a police raid on a joint purple dragon-foot clan operation, and they are loyal to me unto death." Saki boasted proudly. "Besides, they can be very helpful in a fight."

"My son, you must start to take your training and position more seriously, and stop wasting all your time in nightclubs and brothels." Nagi lectured, stroking his beard. "I won't be around forever, and the day will come when yoiu must take over the mantle of the shredder, and run the foot clan."

"Ahhh, you worry far too much, father." Saki waved his hand dismissively. "I take my training seriously. And besides, you'll be around forever."

"I mean it, Saki." Nagi growled. "Your brother Kazuo betrayed the clan when he entered the police academy, and your sister Pimiko disappeared. You are the only family left I have that I can trust."

"You'd still have mom if you hadn't had the cops on your payroll put her in the funny farm." Saki pointed out.

."Let's not bring Miyoko into this." Nagi replied with a shiver. "Anyway, we have important matters to discuss. I have received word that the Yakuza have asked for our assistance in dealing with some of their problems in Japan."

"The Yakuza!? Japan?! Bah!" Saki spat angrily. "The foot clan should never associate with those Yakuza slime!"

"I don't like it any more than you do, my son. My friend Yoshi nor I ever cared much about the land our fathers came from; neither of us spoke Japanese, or knew anything about their culture." Nagi reminisced, remembering the dear friend he had betrayed. "And I don't know if I should answer their request. Still, the fact the Yakuza have taken notice of our organization, speaks to our success."

"Indeed, it would be truly fortunate if we could spread our operations to other cities." Saki replied, bowing to Nagi. "And worry not, father. when the time comes, I shall make the name of the Foot Clan feared throughout the world!"

May, 1984:

"...and so my turtles, after the strange green ooze transformed me into a rat, and gave you the forms of men, I brought you to live in these sewers. I changed my name from Hamato Yoshi, a name given to me by an absent and uncaring father, to Splinter, to reflect my ability to shatter boards with a mere strike." Master Splinter explained, looking at the four turtles seated in a semicircle around him. "I do not mourn for the loss of my old form, for our change is the nature of the Tao, and I believe this change is for the better."

The four turtles just sat there, stunned as their master had finally revealed the truth of their beginnings to them. As the four absorbed everything Splinter had told them, it was Raphael who finally spoke up;

"So wait, is that why you raised and trained us?" The angry turtle demanded. "To seek revenge for your dead sifu? To seek vengeance on your friend you betrayed you?"

"No, Raphael! I did not raise you as tools of revenge!" Splinter replied, standing to face is angry student. "I, myself, shall deal with Nagi for his betrayal. The reason I raised and trained all of you, was to carry on my teachings and studies after I am gone. To use your martial arts training to make sure these kinds of injustices never happen to anyone else, ever again!"

Master Splinter collapsed back into his chair, exhausted from his outburst. The four turtles looked upon him with concern, until Leonardo rose, and went to put a hand on his master's shoulder.

"Sifu, do not worry about it. We are eternally grateful that you raised and taught us." Leo replied calmly. "You are a man of peace, master, and do not desire combat. Therefore, let us fight in your place. We shall take down the shredder and his foot clan, while you remain here."

"No, my student. It shall not be you and your brothers who faces this challenge." The rat replied, finally making his mind up. "We shall both go to face this battle... together."

"All right, man! I so totally can't believe it!" Mikey added, getting himself excited. "We're gonna go and take on the bad guys! This is so totally rad!"

"Don't get so excited about it, Mikey." Donatello cautioned his brother. "This is going to be a gritty martial arts battle, not a superhero fight from one of your comic books."

"I just cant' wait to bust some heads!" Raph exclaimed, cracking his knuckles. "I mean we had a few warm-up fights with a couple of street punks, but this is gonna be our first real challenge!"

And as the four turtles made their preparations for battle, Master Splinter began to wonder if he was doing the right thing.

The four brothers raced across the rooftops of Empire city, clad only in eye masks, belts with side straps, and elbow and knee pads. Leonardo stood in the front of the four, pulling his swords out as they approached the temple. Behind him, Raph pulled out his tekpi, and Mikey began to twirl his tabaks. Leaping from the final rooftop down into the temple courtyard below, Donnie used his nangun to steady his landing beside his three siblings. It took only seconds for the foot clan to notice their presence.

"Brothers, we are under siege!" Tatsu's voice cried out, as the others raced to get their weapons. "To arms! To arms!"

A sea of costumed and uncostumed foot soldiers poured out of the temple, racing towards the turtles. The four terrapins readied themselves, as the two forces clashed in the middle of the courtyard.

It was a furious battle; sword clashed against axe, staff against spear. Mikey raced along, slamming his tabaks into the skulls of the foot soldiers, knocking them aside. Raph caught another foot swinging a jian at him with his tekpi, flipping him over his head, before leaping forward and stabbing another in the legs. Donnie used his staff to block two foot soldiers thrusting spears at him, then slamming each of them in the gut, causing them to drop. The four turtles moved through the temple like a hurricane; knocking, stabbing, and kicking their way to victory.

"Man, this is totally awesome!" Mikey called out, as he struck a foot solider on either side with his twirling tabaks. "It's like playing a real life video game!"

But the four were not without injury. The knives and swords of the foot soldiers slashed and stabbed at the turtles, cutting open wounds on their arms and legs that bled profusely. As the turtles whittled down the number of foot soldiers, Tatsu and Lotus waded their way out into the battle.

"Foolish turtles!" The large, angry commander of the foot soldiers cried out. "I shall crush the life out of you!"

Raph swung his tekpi at him, and Tatsu grabbed the two daggers, and threw the angry turtle over his shoulders like a rag doll. Donatello sweeped under the giant with his bow staff, only to have Tatsu leap over it, and jump over the turtle, headbutting him. Mikey swung both of his tabak at Tatsu's midsection, only to have the giant catch them, grab the twirling chain-sticks out of his hands, and beat the party dude over the head with them. Tatsu hit the three turtles with a flurry of punches, kicks, terrible blows down upon the terrapin trio.

"Man, we are so totally getting our shells kicked in!" Raph growled, as he and the others dodged another flurry of blows. "We gotta do something, before this guys grounds us into turtle soup!"

"Well then, we'll just have to hit him with strength in numbers!" Donatello declared. "Hit him all at once!"

The all three charged in; Mikey hit him high with an uppercut, Raphael struck him in the midsection with a body blow, and Donnie took his feet out from under him. Finally knocking him off of his feet, the three turtles continued to pound on the giant, until he passed into blissful unconsciousness.

"Aw, yeah! We took the big guy down for the count!" Mikey exclaimed."COWABUNGA!"

"You know, we really got to stop you from watching those surfer movies." Donnie sighed, shaking his head.

At the same time, Leonardo had engaged the warrior Lotus Blossom in combat, crossing his dao with her jian. The two opponents dueled fiercely across the battlefield, as the sound of their clanging swords echoed throughout the temple.

"You fight well, noble gui." Lotus snarled, parrying one of Leonardo's blows. "But I cannot let you defeat me!"

"I understand, most honorable warrior." Leo replied, blocking several sword strikes from Lotus. "But you must understand, I cannot allow you to win, either!"

The two continued their swordplay- thrust, parry, backstroke, forward stab- almost like two dancers across the battlefield, until both warriors were weary with exhaustion. But as he was blocking a blow, Leonardo spied a foot solider taking aim at him with a bow... firing an arrow that would go through both him and Lotus.

"Look out!" Leo cried out, jumping at Lotus, and knocking her out of the way of the arrow. As the foot soldier turned and fled, Lotus stared at the turtle in shock.

"You... you saved my life." Lotus Blossom said in disbelief. "even when my fellow foot soldiers betrayed me."

"That should say something to their honor." Leo replied, shaking his head. "Is this really a clan you wish to be a part of?"

"This place never has been the same since Master Mogo perished." Lotus replied, sheathing her sword, and bowing to Leonardo. "Farewell, noble gui. Until we meet again."

"I certainly hope so." Leo replied with a smile, watching the warrior woman run out of the temple.

From a window above, the shredder watched the battle unfold, as the last of his subordinates were cut down by the four terrapins. Recognizing their fighting style and movements, Oroku Nagi remembered the four turtles in the glass bowl from that night sixteen years ago. The pieces slowly came together in his mind, and he realized where the four turtles had come from.

"So, that green Elixir of transmutation did have some power, after all." Nagi thought aloud. "Very well, let Hamato Yoshi's four pets come for me. As weakened as they are from battle, they shall fall easy prey to my blades."

"It is not them you shall be facing, Ororku Nagi." A familiar voice from the past called out, as a large humanoid rat emerged from the darkness. "They were but a distraction, I am the true enemy you must face!"

"Hamato Yoshi!?" Nagi asked in disbelief, as he stared down the rodent. "It appears the elixir had it's effect on you as well."

"You betrayed the man who took us in, fed us, clothed us, and raised us!" Splinter snarled, raising a jian he had stolen from a nearby weapons rack, and taking a fighting stance." And now you will pay for that crime!"

"Very well, Yoshi. I had intended to spare your life when you fled, but now you shall face the shredder." Nagi raised his wrist blades. "And even if you slay me, my son shall carry on the legacy of all that I have built!"

The two old masters lunged at each other, entering a battle that made the melee below looking like a schoolyard brawl. Splinter swung his Jian at the shredder, who blocked the attack with his wrist blades. Shredder then roundhouse kicked the old rat backward, slashing him across the chest several times, forcing the staggered splinter back.

"Ha! Who's the one getting distracted, now?" Shredder sneered, shoving the mutant rat backward. "It was unwise of you to return, Hamato Yoshi! I am a far more experienced fighter now, than back when we used to spar!"

"And far older and slower, it appears!" Splinter retorted, leaping up and kicking his opponent backward like a kangaroo. "While my mutation has made me healthier and stronger, despite my age!"

The two fought all across the room, trading blows and kicks, with each looking for an opening. Their battle then took them out onto the balcony above the courtyard, where the shredder was able to put Splinter on the defensive.

"Master Mogo was like a father to us!" Splinter spat, as he and shredder struggled over the jian. "You had no right to betray and murder him!"

"He was holding us back, Yoshi! Preventing the order of the Striking Foot from reaching it's true potential!" He slashed at Splinter's face with his wrist blades, causing the rat to let go of the jian. "You were always to busy playing the 'dutiful little son' to realize that!"

"Farewell, my sworn brother." Picking up the dropped sword, the shredder held it high above Splinter's head. "May you find peace in the realms of the immortals."

But just before shredder could strike, Master Splinter spotted a thermite grenade hanging on his foe's belt. Reaching around with his tail, he pulled the grenade's pin activating it.

"What have you done!?" The shredder panicked, dropping the sword as he heard the grenade beeping. "NOOOOOO!"


Splinter leaped free from the balcony, as the explosion tore Nagi's body to pieces. The turtles, who had finished up with the foot soldiers in the courtyard, came running up to check on their sifu.

"Master Splinter, are you all right?" Donnie asked in concern, looking the old rat over. "That explosion was so large, it could have disintegrated you!"

"Yes, Donatello, I think I'll be fine." Master splinter groaned, ready to collapse from his wounds. "I just think I need to return to the lair, and get some rest."

From behind them, Splinter and the turtles heard the roaring of flames.

"Whoa, dude! It looks like that big boom boom started a fire!" Mikey exclaimed, as he and the other turned back to face what remained of the temple. "Guess the boys in blue will be here soon."

"Which means we'd better get out of here." Leo replied, as he and Donnie helped the wounded Splinter along. "Come on, everybody, this show is over."

"Boy, I'll say." Raph replied, looking back at the blaze. "It looks like the shredder... has been shredded."


"Father!" Oroku Saki cried out, as he and his two purple dragon punks approached the burning temple. "Nooo!"

"Stay back, boss!" Bebop yelled, as he and Rocksteady held the frantic son of the shredder back. "You run in there, and you're gonna get fried!"

Just then, the towering form of Tatsu emerged from the flames badly bruised and burned, and carrying some kind of bundle under his arms. The foot martial arts instructor walked straight up to Saki and his two friends, before collapsing onto the ground.

"Tatsu! What happened here?!" Saki demanded, lifting his old teacher up. "Where's my father?!"

"The shredder... gone." Tastu muttered, barely coherent. "Turtles... it was... turtles."

"Turtles? What do you mean 'it was turtles? How-" But when Oroku Saki looked up, he saw the forms of four terrapins running away fro the burning temple. "By the void of Wu Chi..." He uttered in disbelief.

"I think we must be drunk, boss!" Rocksteady gasped, rubbing his eyes with his fists. "Cause I think I just saw four Kung Fu toitles running outta dat fire."

"Saki... you, are shredder now." Tatsu gasped out, handing the bundle to the young man. When Saki opened it, he found his father's extra shredder helmet, shoulder pads, and bladed gauntlets... along with another canister of the green glowing elixir.

"What-what is this?" Saki asked in disbelief. "Where did you get-?"

"Your father found it... in another Taoist temple... after we overthrew Master Mogo... and exiled Yoshi." Tatsu gasped out, as he felt the darkness overwhelm him. "Use it to create warriors... to fight those turtles... and avenge your father..."

And as Tatsu breather his last, Oroku Saki saki quietly closed his old teacher's eyes in death. Looking at the canister filled with green elixir, he turned his gaze towards Rocksteady and Bebop.

"Boys, prepare yourself for an extreme power up." Saki exclaimed, slipping on the helmet, blades, and gauntlets. "And then, after we rebuild the foot, the shredder is going to dine on turtle soup..."