Splinter holds his sword aloft as the Shredder towers over him.
"Your sons?" Shredder scoffs. "You think you are their father?" Knives begin unsheathing from his armored arms, hidden away in pockets. He strikes, quickly and to the point, as Splinter parries and avoids blow after blow, somersaulting out of the way.
Shredder pulls back. "Very good," he concedes. "Rat."
Spike studies April's face, trying to pretend they're okay, like none of this is happening. "You're okay, got it? You're not going to be hurt, I promise."
A bellow that could have come only from Raphael's throat echoes down from rooms away, before a rumbling, tumbling noise cuts it off.
April clutches at Spike's jacket. "Wh-wha-wha…what was that?"
Spike doesn't answer as fear, true, actual fear, turns her blood to ice.
Splinter begins to attack the Shredder, and the human must now go on the defensive, throwing knife after knife at the rat, who somehow manages to remain unharmed, dodging every blade. In frustration, Shredder leaps after Splinter, sending a spinning kick into his side that the rat dodges, and then returns, slashing at him.
The human at last stumbles back, before sending an impossible barrage of blades towards the mutant, who leaps up, grabbing a hold of some of the ropes hanging from the ceiling of the room that were ordinarily used for training. The rat swings over Shredder's head.
Splinter leaps on top of his adversary, sword pointed down at the facemask, as he and Shredder engage in a war of wills as much as strength as Splinter attempts to drive the blade home, between two of the slits in the facemask.
The man shoves the mutant off of him, and throws him to the ground.
Spike feels incredibly sick as Leonardo's voice rings out: "Sensei!" A heartbreaking sound, the sound of a son discovering something happening to their father. Leonardo immediately heads to his master's aid, until stopped by the Foot soldiers, who have gone to the direct approach: attacking their foes with cattle prods. Leonardo stops, fighting the pain of electrical volts coursing through his body.
Spike winces, looks back at April, and stays put, trying to block out Leonardo's shouts.
"Hang on, Leo," Donatello calls, deflecting bullets and darts with lightning-quick spinning of his metal staff. "I'll be right there!"
Shredder brings his leg back and brutally kicks Splinter in the stomach, causing the rat to roll over a few feet. The human lifts him, and smashes him back to the ground.
"We gotta do something," April says in a small voice.
Spike glances at her. "Yeah. Let's go."
April stands, grabbing a disproportionately huge sai that hung on the wall behind her.
Spike refuses to look at the weapon as her gut wrenches, remembering the horrible shout before they lost all contact with Raphael. She raises her mace and looks at April, who nods.
April dashes around the counter, and Spike leaps over the top of it, holding the mace up as April plunges the sai into a power pack on the Shredder's armor.
Shredder grunts, irritated and enraged at the interruption of the execution of the mutant rat. He turns, in time to get Spike's might, challenged through the head of the mace, slammed into his side.
April falls back, behind Spike as Shredder turns completely. "You stupid little girls," he snarls.
Spike holds the mace up, shaking uncontrollably.
"April! Sarah!" Splinter cries. "Go!"
Spike shoves April back to the far wall. "Go, April!"
April runs, then hides in the debris, watching her friend. Spike backs up slowly, following her as Leonardo pushes the Foot soldiers away at last, rising to his full height again.
Spike tackles April, who has begun to rise again, keeping her down on the ground.
"Stay put," Spike hisses.
Leonardo breaks into a dead run as Shredder, only mildly inconvenienced, turns back to attempting to kill Splinter.
"Sensei!"
"No, my son, stay back!" Splinter calls. He reaches up weakly and flicks a switch that keeps a grate from falling in between the rooms. It crashes down, separating his sons from him.
Leonardo desperately slashes at the unyielding bars with his swords.
Michelangelo turns and gasps. "Sensei!" Then he too, is running, heading for the grate keeping him and his brothers from his fallen master. Donatello is there too, hammering at the bars in a panic. Raphael remains unaccounted for.
"Sensei, Dad, Dad! What are you doing?!" Leonardo calls frantically.
Splinter looks at him through the grate. "Run! Hide!" he cries as the Shredder comes for him again.
"NO!" Leonardo shouts as Shredder drags Splinter away.
"Save yourselves!" Splinter cries.
Shredder throws Splinter as April gasps and Donatello shouts, as the three brothers try to lift the grate.
Shredder tosses Splinter into the air and punches him.
The grate goes up and the turtles run in, weapons held high.
Spike is frozen at April's side, shuddering with terror as Splinter's words echo through her head.
Everything they are, and everything they've become, was made possible by the bravery that you two displayed on that fateful night.
I'm not brave. I'm scared.
Spike desperately gathers her scattered wits and berates herself mentally.
Shredder holds the battered rat out to show the turtles.
"Children, drop your weapons, or your…father…will die," Shredder says in an extremely condescending voice.
All three turtles stop. Donatello and Michelangelo look to their leader as Leonardo drops his sword. The other two throw down their weapons, eyes locked on the rat that raised them.
Shredder delivers one last punch to Splinter before letting him go. The mutant hits the ground heavily while the Foot clan surround the turtles and apply the cattle prods.
Cowards! Spike wants to scream.
Splinter lies still on the ground as the turtles start to drop, one by one.
Shredder's voice is curious. "Where is the fourth?"
Raphael.
A Foot solider answers him indifferently. "He's dead."