Chapter 36

When it All Falls Apart Part 3

When April, Donnie, and Mikey reached April's house, they found her father passed out on the floor of her living room.

April quickly grabbed a glass of water, and splashed it onto her father's face, making him wake up instantly.

Sighing in relief at the sight of his daughter, he sat up and said, "I just had the worst dream. The Kraang were trying to invade, and they were knocking on our door."

Mikey gave Mr. O'Neil a wide grin. "Don't worry Mr. O'Neil. Reality is way worse than your nightmare. Well, 'cept for the knocking part."

Mr. O'Neil paled as he realized it hadn't been a dream, and Donnie smacked Mikey on the head for freaking him out, but before he could berate him, Miwa, and Casey walked in lugging Metalhead between them.

"Everyone okay," Miwa asked.

Mikey beamed at them and ran over to hug Miwa, April nodded in reply to her question, Mr. O'Neil cowered in a corner, but Donnie was looking at Metalhead with a scandalized expression. "What'd you do to him?" he asked, hurrying towards his robot.

"It wasn't our fault," Casey protested as he and Miwa set the robot on the ground. "There was this wave thing that passed through the city. It knocked Kraang Prime on his ass, and shut Metalhead here down."

Donnie exchanged a glance with April, and she looked sheepish. "Sorry, Donnie."

Donnie waved her apology away. "I can fix him, don't worry. And what you did saved our lives, don't apologize for that, April."

April smiled back at him.

"I'm sensing there's a story behind this, but we don't have time for that right now," Miwa said, getting down to business. "We need to get out of here. Kraang Prime may have been knocked over by… whatever it was April made, but he was still able to get back up, and he was stomping this way last we saw him. The army was distracting him, but I get the feeling it won't last long."

"Yeah," agreed Casey. "He doesn't like us all that much."

Donnie looked towards the door, and noticed who was missing. "Where are Leo and Raph? Are they keeping watch outside?"

"Yeah, I thought they'd be with you?" asked Mikey.

Miwa and Casey both paled as it hit them that they'd forgotten all about the signs that Leo and Raph had been chased off by the Foot.

"Oh no," said Miwa, but before she could explain, there was a slamming sound from downstairs, and everyone hurried out to investigate.

Collapsed in the front hall of the O'Neil apartment was none other than Raphael, shivering and bleeding from a gouge in his plastron, holding another mutant turtle in his arms, and being fussed over by a serpent Tang Shen.

"Raph!" shouted Miwa, Donnie, and Mikey in unison, rushing down to him.

"I-I'm alright," Raph said between his chattering teeth. "H-help L-L-Leo."

His siblings paled as they took in the sight of their oldest brother, but had no time to freak out.

Donnie and Casey lifted Leo from Raph's arms, and Mikey braced himself at Raph's side to help him up the stairs.

This left Miwa alone in the front hall with Tang Shen, who was staring at her daughter unblinkingly.

Miwa hesitated, and said, "Uh, Mother…?"

Tang Shen stared at her for a second longer, before shifting into her more human form, and hugging Miwa to her chest.

"Sh-she m-m-missed you-u," Raph called over his shoulder at the sight.

Miwa stood ridged in her mother's arms, before slowly reaching out to hug her back. "I miss you too, Mother."

Tang Shen nuzzled her daughter's head, and let out a happy sounding hum.

When the two finally broke apart to head back upstairs, she found Raph with his chest bandaged and buried under a pile of blankets, and Donnie examining Leo as the red wearing turtle told his story.

"-And then Shredder just-just stabbed him in the back," Raph said, his rage at the events overcoming his need to stutter. "I tried to- but Tiger Claw just tossed Leo away from me down the pit. There was a mutagen canister buried down there, and Leo… he knocked it loose. It went into the water with him and-" Raph broke off to wave his hand at Leo vaguely. "Then Father showed up with mother, and told us to leave."

That was when Miwa really took a chance to look at her immediate younger brother. He was a turtle about the same height as Raph, maybe taller, as it was hard to tell with him lying down. His head was rounder than Raph, but without the chubby cuteness of Mikey's face. Strangely enough, despite the green scales, she could still see Leo in his face (or she could just be getting used to the idea of her brothers being turtles), but with him lying so still and hearing from Raph what had happened, she felt worry for him begin to grow in her chest.

"It may actually be a good thing the mutagen went in with him," Donnie said reluctantly. At the other's curious stares, the genius explained, "From the looks of things, Leo was stabbed really badly if the amount of his blood on your coat was any indication, Raph. But the mutation, the complete reconfiguring of his entire genetic code, seems to have mended the wound enough that he'll live."

To prove his point, the genius pointed at the spot on Leo's plastron where Raph said he'd been stabbed, but all they could see was a sword wound sized scar instead.

"Then why won't he wake up?" asked April, who was looking at Leo with a stricken expression.

"I think he's hibernating," Donnie said solemnly. "The shock of his injury, the mutation, and the cold was too much for him all at once, and his body shut down to its most basic instinct in response to cold."

"Then that means he won't wake up for months!" Miwa yelled in horror.

"I'm afraid so," said Donnie, hanging his head. "If he wakes up at all. With how badly he was hurt, and his mutation afterwards, there could be internal damage we're just not seeing."

There was a moment of silence as that sunk in. Then Raph surged to his feet, threw off his blankets, and stormed towards the door.

"Raph, where are you going?" asked Casey.

"I'm going back to that construction site, and I'm helping Father rip Shredder's fucking head off," he snarled in reply, throwing the door open.

"No you're not!" Donnie called after him, jumping to his feet to stop him, but Shen was faster. She shot forward, shifted to her Medusa form (earning a yelp of surprise from Mr. O'Neil) and wrapped around Raph so fast that he could move except to fall flat on his face.

"Thank you, Mother," Donnie said as he and Mikey dragged them both back into the room.

Raph squirmed in his mother's grip, but she refused to let him go. "What the hell, Donnie?" he demanded.

"You're not going anywhere, Raph," Donnie said firmly. "Your body temperature is dangerously low, and if you don't keep warm you'll end up like Leo. We can't have two brothers down for the count."

Raph scowled at that, but one glance over at Leo kept him silent.

"Yoshiii fiiine," Shen hissed softly to him. "Wiiith Leatttherrrheaddd."

"Leatherhead?" Mikey asked in surprise.

"Well that's something at least," Miwa said. Then she remembered their situation, and said, "But we can't stay here. Like I said before, Kraang Prime is out for our blood, and with the Kraang pulling people out into the streets, it's only a matter of time 'til he finds us. We need to move, now."

"But where can we go?" asked Casey.

Before anyone could answer his question, a shot blasted through April's window, and they heard Tiger Claw's voice echo from outside.

"Come out, Hamato Clan!" called the tiger. "We know you're in there!"

Raph growled at the sound. "Donnie, there's no way you're making me stay out of this one."

Donnie scowled as he peeked out the curtain and saw Tiger Claw flanked by his fellow mutants, and Foot-Bots surrounding the apartment, ready to break in. "As much as I'd like to see you wail on these creeps," he said. "Leo takes priority right now. We can't risk a fight while he's down like this, it's too risky."

Raph's face was thunderous, but he had to admit he was right. "Then here's what we're going to do…"

Just as Tiger Claw was about to signal for the Foot-Bots to bust in, they heard a shout of, "THIS IS FOR MY BROTHER!"

They looked up at the window Tiger Claw had shot through. Before any of them could dodge, a couch came flying out the window, smashing the glass further, and landed smack on top of Rahzar.

In the confusion, the apartment's occupants (Raph carrying Leo on his shell, and Casey and Miwa lugging Metalhead) burst out the door, and began running down the street.

Enraged, Tiger Claw began shooting after them, but Donnie chucked a smoke bomb at the feline's face, creating a smoke cover for them to escape in.

As they ran, Mr. O'Neil took the lead, and ran towards a van parked by the apartment. "Hurry, this way!" he called, eager to get his daughter to safety.

The teens and Tang Shen all stopped to stare at the van that Mr. O'Neil stopped in front of. It was an old van from the 80s that was bright yellow, and had all sorts of vibrantly colored hippie symbols painted on the sides.

"W-what the h-heck is th-that?" Raph asked, he could already starting to affect him once again as his teeth chattered.

"It's my old party wagon," Mr. O'Neil said proudly. "From back in my hipster days. Groovy-"

But before anyone could blink, mutagen fell from the sky and landed right on top of Mr. O'Neil, soaking him in the ooze.

As Mr. O'Neil started screaming in pain, Kraang Prime stepped out from behind a building with a laugh.

They ooze melted away, and Mr. O'Neil was left looking like all the other Kraangatized humans. With a screech, he lurched at them with his tentacle-covered arms reaching out.

"Daddy!" shrieked April as she jerked away from him in horror.

But her father was beyond reason, and only continued to reach for her, screeching as he did so.

Donnie grabbed his girlfriend by the wrist and yanked her away from her mutated father, and they and the rest piled into the party wagon and Casey in the front seat floored it.

Mr. O'Neil tried to climb onto the van as they drove off, but a flick of Shen's tail knocked him away.

Casey had to use some crazy driving maneuvers to escape, as Kraang Prime was determined to have them all join Mr. O'Neil as Kraang zombies.

Finally, the vigilante managed to make a sharp turn into an alley too narrow for Kraang Prime to follow, and they heard him growl after them, "I'll get you all!"

Leatherhead crouched in wait as he watched Yoshi fight against Shredder. It was only out of respect for Yoshi that he stayed hidden for now. He knew that the father of his friends wanted to enact this fight alone, but should the need arise the alligator wouldn't hesitate to come to his aid.

As he watched, Leatherhead's thoughts were cast back to Jason and Malachi. He dearly hoped the two of them were now safe in the Lair with their families, and that perhaps Slash had had better luck finding the other three Hamatos than he'd had.

He also hoped that Raphael and Leonardo had reached safety as well. The two had been in bad shape when he'd seen them leave, but he knew Tang Shen would protect them, and he did not want to leave Yoshi without backup.

As he watched the fight, he could hear the taunts that Shredder was hurling a Yoshi along with his fists. "You grow tired, and your skills have grown weak! Yet I am stronger than ever! Fueled by anger. By Rage!"

Leatherhead growled from his hiding place. Yoshi was tired from spending days worrying over Tang Shen's condition. A condition she wouldn't be in if it hadn't been for the Shredder.

Not for the first time, Leatherhead wanted to rush from his position and bite the monster in metal's head off. Tang Shen was a dear friend of his. She had been able to calm his temper better than anyone else, and had helped him contain it enough until he felt confident about letting others get close to him, leading to him allowing Jason and Malachi into his sewer home. But now, unless it was during Shen's moments of clarity, the serpent within her could only see Leatherhead as a predator, and would show him nothing but hostility whenever he drew near. The sight of which made Leatherhead's heart ache every time he saw it.

But his urge to join the fight was satisfied for a brief moment when Yoshi struck out with both fists, and slammed them into Shredder's chest sending him flying several feet and sprawled across the ground.

"Rage is the fuel that burns quickly," Yoshi snapped as he glared down at his former friend.

"Always the wise one," Shredder snapped back as he threw several kunai at Yoshi, which he was able to dodge, but doing so distracted him from a punch Shredder aimed at his chest.

Taking advantage of that punch, Shredder followed it with several more, before throwing Yoshi against a crane. Before the man could recover, the load of pipes the crane had been carrying fell from above, and straight towards Yoshi.

Yoshi dove forward to dodge, but one of the pipes landed on his ankle, pinning him to the ground.

As he strained to get free, Yoshi looked up to see the Shredder towering over him. With rage burning in his eyes, Shredder reached down and grabbed Yoshi by his beard, and aimed the retractable blade of his gauntlet at Yoshi's face.

"What wisdom do you have now?" snarled Shredder. "Knowing that your death shall allow me to claim what was always meant to be mine."

Yoshi only glared back at him, and Leatherhead knew that the time of waiting was over.

As Shredder brought his blade down towards Yoshi's face, Leatherhead burst from his hiding spot, destroying the wall he was hiding behind, and taking the madman completely by surprise.

Before the Shredder could react, Leatherhead crashed down on top of him, clamping his powerful jaws around his torso, and biting down with enough force that he would have snapped the man's back if not for his armor.

Leatherhead bit down again and again, shaking the Shredder from side to side as his instincts told him to tear the metal monster apart. He then lifted Shredder up and slammed him to the ground repeatedly before throwing him into a nearby scaffolding.

Satisfied that the man was taken care of, Leatherhead hurried over to where Yoshi still lay trapped.

"My friend," he asked, "are you hurt?"

But Yoshi was focused on something behind him. "LOOK OUT!" he shouted.

Leatherhead was too slow to react, and Shredder leapt onto his head from behind.

The alligator roared and thrashed, finally managing to throw him off, only to be assaulted the Shredder's fists, each one hitting a pressure point that seemed to make Leatherhead's body lock up and become more difficult to move.

Once Leatherhead was down, and almost immobile, the Shredder unsheathed the blades of his gauntlets, and slashed Leatherhead across the back. The sharp metal cut through his thick skin, and made Leatherhead roar in pain.

Desperate to fight back, the alligator surged back to his feet, only to be kicked down the same hole that Leo had been, and splash into the water below.

Fortunately for him, the mutagen had since been washed away, making it no more dangerous than regular sewer water. But with Leatherhead's joints still locked up, there was little more the alligator could do but feel himself be pulled along with the current away from Yoshi and Shredder.

When Yoshi saw the Shredder take out yet another person dear to him, another member of his clan, he felt a surge of fury course through his veins. With strength he hadn't known he'd possessed, he threw the pipes pinning him off, and charged the Shredder in a fit of rage.

Not expecting his old rival to use such tactics, the Shredder was ill prepared to block him as Yoshi tackled them both down the hole after Leatherhead, and into the icy depths below.

Finally free of the giant Kraang on their tail, Casey pulled the party wagon to a stop a block from the construction site where Yoshi and Shredder had been fighting.

"What now?" Casey asked, glancing back at all of them.

As one they all looked down at the unconscious form of Leo. With their leader out of commission, they were unsure of what they should do next, and there was no one who wanted to make the decision for them.

But wanting to or not, this was a decision that had to be made.

Raph gritted his teeth, and hopped out of the van. "We gotta find Father," he said, turning to the others.

But the second he stepped foot out of the vehicle, a cold wind blew past, making Raph start shivering all over again.

"I agree, Raph, but you need to sit this one out," said Donnie, climbing out beside him. "You're hurt, and still in the hibernation danger zone, and you know what will happen if we don't keep you warm."

Raph scowled at that, but with a quick glance at his slumbering brother, he reluctantly climbed back into the heated van.

"What about Leo?" asked Mikey, who was still crouched next to his oldest brother.

"We shouldn't move him," said Donnie. "Doing so might only make him worse."

"Do you even think Father is still at that place?" asked Miwa. "What if-"

"Don't even go there, Mi," said Raph firmly, refusing to believe anything else. "Father and Leatherhead will kick Shredder to the curb, but we still gotta get to them."

He frowned, and then added, "You guys go to the site and try and find them. Me and Casey'll keep Leo in the van, and go back to the dojo to get supplies."

"Supplies?" asked April.

"The Kraang have invaded, Donnie's Turtle Mech isn't anywhere near finished, and we are two down, and completely outnumbered," said Raph, looking more defeated with each word he uttered. "No matter how you look at it, this isn't a fight we can win, so we have to get out of the city."

There was a stony silence following Raph's words as they all exchange glances. Hamato Raphael, the one of them to always hate the very idea of retreat was telling them they should run away.

It was a clear testament of just how bad things were, and they all knew it.

They all slowly nodded, and Mikey, Miwa, and Tang Shen climbed out of the party wagon to follow Raph's plan.

"When you get to the dojo, I want you to grab these for me," said Donnie, and he rattled off a list of chemicals and supplies. "We'll need them to care for Leo, and keep working on the retro-mutagen wherever we go," he said when he finished.

"And don't forget Ice Cream Kitty," said Mikey desperately, worried about leaving behind his mutant cat.

"I'll get her, don't worry," Raph assured him as he shut the van door.

As Casey started up the party wagon to pull back out onto the street. Glancing at his best friend in the rearview mirror. "We're stopping by my place before we go to yours," he stated firmly. "If we're leaving town, we're taking my family with us."

Raph nodded in agreement, and they drove through the deserted streets in silence.

Struggling fruitlessly against his own body, Leatherhead tried to regain control and swim back to aid Yoshi. But every attempt was useless. All he could do was hold his breath, and hope he regained use of his limbs before he ran out of air.

He didn't know how many tunnels he was washed through, but just as he felt he was about to burst from lack of oxygen, a large hand reached into the water and hauled him out.

"You okay, Leatherhead?" said the gravely voice of Slash above him as the giant turtle peered down at him.

Leatherhead struggled to move, but all he was able to grate out was, "Pressure… points…"

Slash's eyes widened in understanding, and he reached over to prod Leatherhead in the chest.

After a few more prods, Leatherhead felt his body snap free of its invisible restraints, and he pushed himself to his feet.

"Living with ninjas all your life can be very informative," said Slash when Leatherhead looked at him questioningly. "I saw Master Yoshi do that sort of thing I don't know how many times."

That reminded, Leatherhead of what he'd been doing, and he quickly turned to head back to the construction site.

"Where are you going?" Slash asked in surprise as he saw the alligator take off.

"Yoshi was fighting the Shredder," Leatherhead said over his shoulder. "I have to go back and help him."

As if on cue, a Kraang walker that had been stomping around too much crashed through the ceiling from the street above, and blocked Leatherhead's path back.

With a snarl of rage, the alligator smashed his fist through he glass roof of the Walker, and pulled the disoriented Kraang from its seat, and used his tail to smack the squealing alien down a tunnel into the dark sewers.

Slash looked at the damage, and then turned to the angry alligator and said, "C'mon, I was about to go to Casey's place to check on his family. You should be able to get back to where you were from there."

Leatherhead glanced at him, and nodded gratefully.

As the two mutants made their way through the dark tunnels, Leatherhead asked, "Where are Malachi and Jason?"

"Safe, as are their parents," Slash replied. "We found a big place hidden here in the sewers to put them.

"Why not simply take them back to the Lair like we planned?" asked Leatherhead.

Slash glanced over his shoulder and gave the gator a dry look. "If you met Jason's parents, you'd understand. They're some of the most ungrateful and intolerant humans I've ever seen. Trust me, you don't want them in your house."

Leatherhead decided to take his word for it for now, but he would rather make up his own mind later. If they were related to Jason they couldn't be that bad, right?

But then Leatherhead remembered that Jason would rather continue to live in the sewers with him and Malachi than to go back home to the two of them, which lent more weight to Slash's words than he would have liked.

"I also tried at April's place," Slash continued. "No one seemed to be home, so I moved on. But with how paranoid Mr. O'Neil is, it's possible that he was just hiding from me, and has been preparing for something like this for months."

A few minutes later, Slash found a ladder to a manhole, and the two mutants climbed out.

Only to arrive just in time to see the Kraang start marching through the streets right for Casey's apartment.

Seeing this, the two mutants exchanged glances. Both knew that Leatherhead wouldn't be able to get past that many Kraang back to the construction site, and Slash would likely need all the help he could get to save Casey's family from the Kraang.

"Come on!" said Slash as he ran to the apartment building that Casey lived in, Leatherhead right behind him.

As they hurried through the building to where Casey lived, Leatherhead caught sight of several terrified eyes staring at him and the turtle through cracks in their doorways as they passed.

"The Kraang are coming this way!" he shouted, making those staring jump in surprise. "Hiding will do you no good! If you do not run now, you will end up mutated monsters like us!"

The only response he received was for the cracked doors to slam shut as their occupants cowered in fear.

"Nice try," said Slash as he came to Casey's door. "But maybe you shouldn't have used the word 'monster'. People are less likely to trust your words if you describe yourself as one."

Leatherhead hung his head, and cast a regretful glance at the doors holding frightened humans.

Slash, meanwhile, knocked on Casey's front door. "Mr. Jones! Shadow! Come out! You gotta get out of here, now!"

There was a frightened squeak from a little girl on the other side of the door, but it didn't open.

With a growl of frustration, Slash kicked the door in, and immediately had to bring his hand up to block a bat swung at his head.

"Get out of my house!" snarled Mr. Jones, as he brought the bat back up to swing again. The man looked a great deal like his son, dark haired, tall, and using one of his son's own bats as a weapon. But where Casey was scrawny and clearly still growing into his body, Mr. Jones was solid muscle and every bit of it was determined to protect his daughter, a small, blond haired girl who was cowering behind the couch, watching them with wide, frightened brown eyes.

As Mr. Jones brought the bat down at Slash again, the turtle caught it, and wrenched it from his grip.

Slash frowned at the bat in his hands, and then held it out of Mr. Jones reach. "I'm try to help you here!" he snapped.

The man's eyes widened when he found himself weaponless, but he refused to budge from standing between Slash and his daughter. "I said Get Out!" the man demanded, standing strong.

Slash rolled his eyes. This was wasting too much time, and the Kraang would be there any minute.

"Mr. Jones, it's me, Spike," he said trying to reason with the man. "Remember? Raphael used to bring me over all the time."

That got both of the Jones family staring at him with wide eyes. "You're Raph's pet turtle?" Shadow asked in disbelief.

"Bullshit!" shouted Mr. Jones, looking like he'd been clubbed over the head with a trout.

"It's true!" Slash insisted earnestly. "It's a long story, but the aliens who made the stuff to turn me into this are coming, and they won't hesitate to mutate you too. You have to get out of here now!"

"Prove it," said Mr. Jones, his eyes narrowed.

Slash sent an embarrassed glance at Leatherhead, before heaving a sigh and saying, "When I was still small and Raphael brought me over, Shadow used to… to stuff me in her dolls' dresses and call me Princess Spiky, no matter how many times Raphael told her not too."

There was a long silence after that as Mr. Jones gaped at him and Shadow's eyes lit up as she remembered that.

"Spiky!" she called brightly, coming out of her hiding place to run over to the giant turtle. Looking him up and down, she said, "I'm going to need to get you bigger dresses."

Slash caught sight of the look on Leatherhead's face, and glared at him, daring him to laugh.

To his credit, the alligator stayed silent, but there was an unmistakable smirk on his face.

"H-how-?" Mr. Jones asked as Slash handed him back the bat, deeming it safe enough to give to him, then he glanced Leatherhead. "And-and who's he?"

"Later," the turtle said. "Like I said, we need to go before the aliens get here."

On cue, the Kraang kicked in the entrance to the apartment building, and began dragging people from their homes to join the groups to be mutated outside.

Leatherhead immediately snarled and launched himself at the alien, ripping any he could to pieces, and allowing the people to escape.

Slash jumped to join Leatherhead, and the two were able to beat back several of the Kraang, and barricade the door.

"Everyone out the back!" Slash yelled to the terrified people in the building. "Try to escape into the sewers! There aren't as many there!"

The people only stared at the mutants in fear until a voice rang out among the crowd. "Do what he says!"

The crowd all turned to look in surprise at Mr. Jones.

"Arnold?" asked an elderly woman in surprise.

"We should do what he says," Mr. Jones repeated, hugging Shadow to his side, and the baseball bat over one shoulder.

"Why?" asked a freaked out looking man.

"Because we know him, he's Raph's pet turtle," Shadow piped up, making all the people stare at her and start muttering amongst themselves.

Slash sent the two a grateful nod, before addressing the people. "Listen to me. Those aliens out there," he said, pointing at the barricaded door, which was shaking as the Kraang tried to break back in. "They're the ones created the stuff that turned me from a regular turtle into this. And now they're planning to drag you all out onto the street and pour the same stuff on you. And trust me, you don't want that to happen. But if you follow me, I promise I can take you somewhere safe."

"And why should we trust you?" shouted a fat ugly man in a stained white wife beater.

"Because I'm trying to help you. It's your choice whether you take it or not," Slash replied firmly, with a hint of anger in his voice. "But my friend here and I are getting out of this place before those Kraang break back through. If you want to come, then come."

With that the mutants made their way through the crowd, and the people hurried to part and let them pass.

As they walked past Mr. Jones, the man fell into step behind them, Shadow's hand held tightly in his.

Seeing this, several more people hesitantly followed the mutants out of the building, but unfortunately, the majority continued to give Slash and Leatherhead mistrustful and fearful looks, and went to barricade themselves back in their apartments.

"I don't care what those dumb aliens do, so long as they don't mess with my TV," the ugly fat man said rudely as he went back to room.

Leatherhead stared back at those who refused to come with them, but knew if he tried to force them to come, they would only see him as a monster, and the fragile trust they had with the bunch that had agreed to come with them would be broken. So with great reluctance, he turned and helped Slash make sure the coast was clear, before leading the people to the nearest manhole.

As the people climbed down into the sewers, Mr. Jones turned to Slash and said, "What about Casey? We can't just leave him!"

Slash hesitated, but Leatherhead spoke up, "I believe your son is with the rest of the Hamato Clan. I know my friends will protect him with their lives."

Mr. Jones blinked at Leatherhead owlishly, and Shadow asked, "You know my brother?"

Leatherhead crouched down to look the girl in the eye, and said fondly, "Yes, Casey Jones is a good friend of mine. My name is Leatherhead, little one."

Mr. Jones stared at him, before asking, "Wait, you're that LH character that Casey's been mentioning?"

"My friends have been known to call me by that," Leatherhead replied.

Mr. Jones looked like he was convinced that all this was a crazy dream he would wake up from any second, and in a daze he and the rest of the humans followed the large mutants through the tunnels to safety.

Back in the apartment building, the Kraang succeeded in breaking down the barrier, and dragged all of the remaining people out into the streets to be mutated, leaving the building vacant of all life.

Not long after they left, the party wagon holding Casey, Raph, and Leo pulled to a stop in front of Casey's apartment building.

The vigilante paled at the sight of the busted down barricade, and bolted from the van and into the building without a second thought.

Pausing only to wrap a blanket around his shoulders, and make sure Leo was safely locked in the car with the nonfunctioning Metalhead, Raph hurried out after him.

He found Casey standing in front of his kicked in door looking pale and drawn.

"No, no, no, no, No!" he heard Casey say, before darting into the apartment.

"Dad!" Casey yelled as he searched each room. "Dad! Shadow! Answer Me, Please!"

But the apartment was empty and silent.

Overcome with grief on the conclusion he'd come to at the sight, Casey slammed his fist into the wall hard enough to make a dent, and stood there breathing heavily as he tried to keep from breaking down.

Feeling terrible for his friend, Raph reached out and put a hand on Casey's shoulder. "I'm sorry, Case."

"Don't apologize," said Casey as he glared darkly at his abandoned apartment. "Just promise me that we'll get the Kraang for this."

Raph's face darkened as well, and he said, "Trust me, Casey. When we're done with them, the Kraang will wish they'd never even heard of Earth."

Nodding in satisfaction for the moment, Casey turned and headed for the door.

"Come on," he said, refusing to look at Raph (who was pretending not to notice the vigilante wiping his eyes roughly). "Let's go get those supplies, and get out of here."

Raph silently followed after him, and they drove off towards the dojo.

Tang Shen led the teens the rest of the way to the construction site, only to find it utterly devoid of Yoshi, Leatherhead or Shredder, and only the trashed Foot-Bots littering the area were the sign that anything had even happened.

"Father!" called Miwa, as she hurried through the construction site to where Raph said he'd last seen him.

But all that met her call was silence.

"Leatherhead!" shouted Mikey, searching for his gator friend. "Where are you?"

Donnie searched the area as well, before glancing back to see April with her finger's pressed to her temples.

"They're not here," she said as she put her hands down. "I don't sense either of them."

As Miwa continued to walk through the site, she found one of Leo's swords sticking out of a Foot-Bot near the perimeter. Following the trail of sliced Foot-Bots back into the site, she found Raph's sais stuck into the ground, along with Leo's other sword which was still coated in its owner's blood.

Picking up the sword and wiping it clean as if that would undo what had happened, Miwa whispered to herself, "What kind of monster does something like this?"

Donnie, Mikey, and April exchanged glances, not knowing how to answer, and Shen shifted back to her human form to hug Miwa again.

Suddenly, April froze up and her eyes went wide as images flashed before her eyes.

"April?" asked Donnie in concern, but his girlfriend barely heard him. All she could see and her was flashes of Shredder and Yoshi fighting, and it was making her head feel like it would explode.

"Ah, my head!" she yelled, clutching it in pain.

Instantly Donnie was at her side, looking her over for what was wrong. "April, what is it?" he asked.

"Master Yoshi," she said, her hands still pressed to her temples. "I can sense him." She finished with a scream of pain at a blow she saw her sensei take. Her eyes snapped open, and she started hurrying from the site. "He's close!" she shouted as she led the way.

The others didn't hesitate to follow.

April took them to a nearby manhole, and quickly climbed down it to the sewers below. After several twists and turns, she came to a halt in front of a barred off opening, showing an open room with a large pool of drainage in the center of it beyond it.

April gripped the bars tightly as she stared into the room, and the two fighting within it, barely noticing as the others crowded next to her.

"Now I will tear you to pieces," came the dark voice of the Shredder, and they watched in horror as Yoshi barely dodged Shredder's strikes with his blades.

"Dad!" shouted Mikey as he gripped the bars desperately, and shook them trying to find one loose enough to slip through.

But Yoshi barely cast a glance at his family, and he shouted, "Go! Leave this place!"

"Fitting that your children are here to see you fall," snarled the Shredder, barely looking at them as well.

It was clear to those who watched that the two ninja masters were both exhausted, and injured. It was only sheer willpower keeping them going, and it would not last much longer. Then it would only be a question of who fell first.

As her children watched this in horror, Tang Shen also searched the bars for a weak spot, eventually finding one that wiggled slightly, and began tugging at it with all her strength.

"You can do it, Master Yoshi!" shouted April encouragingly as Yoshi took a knee to the gut, and doubled over in pain.

"Father, end this!" shouted Miwa next to her.

But before their eyes, Shredder pulled out a capsule of blinding powder, and threw it in Yoshi's face.

His eyes stung from the dust, but Yoshi immediately focused on his hearing, and as he heard the Shredder coming to strike, his fingers shot out at the optimal points to strike first and with the most damage.

The Shredder was thrown back through a wall with great force, and Yoshi turned his attention to his family.

"Now, quickly," he said. "We must find a way to get out of here."

But before anyone could even blink, the Shredder was back and he lashed out a devastating blow to Yoshi's neck, sending the man sprawling to the floor.

Shredder only paused long enough to spin a valve to make the drainage start rush out, creating a whirlpool in the basin of water.

Then as Yoshi, weakly started to get back up, Shredder rushed at him again, intent on finishing what he started fifteen years ago.

As the teenagers cried out in horror, Tang Shen managed to yank the bar aside just far for her snake-like flexibility to squeeze through, and bolted towards the Shredder.

"NO!" she shouted diving between Yoshi and Shredder, protecting her husband from the coming blow.

For the two ninja masters, it was the fight from fifteen years ago all over again. Shredder attacking, Yoshi injured, and Shen between them ready to take the blow in her husband's place.

For an instant, it was as if time stood still for the three involved as it sank in that this was really happening again.

Eyes widening in horror, Shredder activated the mechanism in his gauntlet to sheath its blades, but was otherwise unable to stop the blow from coming. With a powerful punch, the Shredder's fist slammed into Tang Shen's chest, knocking her backwards into Yoshi, and sending them both crashing hard into the far wall, then tumbling into the raging whirlpool.

"MOTHER! FATHER! NO!" shouted Mikey, Donnie, and Miwa practically in unison while April stood next to them, speechless with horror.

Shredder, realizing what he had done, stood motionless at the edge of the whirlpool, and could only watch helplessly as his mutated beloved and his hated enemy sank beneath the water and out of sight.

Desperate, Miwa dove for the opening Shen had created, but lacked the flexibility to squeeze through it the way her mother had.

Pulling herself back in frustration, she threw herself at the bars and howled in rage. "YOU, Shredder!" she screeched. "If it's the last thing I do, I WILL END YOU!"

The Shredder glance back at her blankly, before turning and walking away, hunched over in pain from the injuries he'd received, and the realization that he had lost the woman he loved once again.

Miwa screamed in fury at the back of him, but the scream soon turned to a sob as she slumped to the floor in tears. Mikey dropped to his knees next to her, and brought her into a hug, his eyes equally tearful.

April, feeling numb from what she'd just seen, only had enough thought process to reach over and bring a shell-shocked Donnie into her arms.

"We should go to the Lair, then find Casey and Raph," Donnie said as if in a daze. "We need to get out of here now…"

With nothing else they could do, the other teenagers nodded, and made their way out of the sewers and back to the surface.

When Raph and Casey got a text on where to meet the others, they hurried over there in hopes that they had good news.

They were not expecting to see four distraught teenagers and no sign of Shen, Yoshi, or any of their other friends.

In concern, Raph threw the van's doors open for them to climb in, and said, "What happened?"

Mikey slipped into the van, and hugged tightly Raph before they could tell him the terrible news.

Raph stared at his brother with an uncomprehending expression, before looking at the others in confusion. "What-?"

"Raph," said Donnie quietly. "Mother and Father, they-" He broke off and looked away as it was too painful to say.

"Shredder threw them down a drain," Miwa said, her voice bitter with grief. "We saw them sink, and we couldn't- we couldn't do anything!" She slammed her fist against the wall of the party wagon, before curling up on herself, as if shutting out the whole world.

Raph felt like the floor had just dropped out from under him, and if it hadn't been for Mikey's grip on him, he'd likely have flown into a rage where he'd hurt someone (most likely himself). But as it was, he could only sit there rigid, and hoarsely ask, "And the others?"

"We didn't see Leatherhead with Father. And we went to the Lair to look," said Donnie, his eyes fixed to the floor of the party wagon. "But they were nowhere in sight. I think they might have…" he didn't need to finish the sentence, as Raph could fill in the blanks.

Raph felt a warm wet on his chest, and looked down to see that tears were streaming from Mikey's cheeks and into the cracks of Raph's bandaged plastron as the youngest pressed his face into his older brother for comfort.

Raph wrapped his arms around Mikey and squeezed his little brother tighter to him, before turning to a stricken looking Casey in the front seat. "Get us out of here, Case," he said dully. "There's nothing else we can do."

Casey shook himself, and turned back around to start the van, and pull out onto the street.

They drove in silence for a few minutes, before Casey suddenly slammed on the breaks throwing all of them forward, and making Raph reach forward to catch Leo before his sleeping form could be jostled by the movement, and Donnie doing the same for the still shut down Metalhead so that he wouldn't fall on anyone.

"Casey, what-?" April started to ask, but cut herself off as she caught sight of what had made the vigilante stop so suddenly.

Standing at the end of the road looking murderous was Kraang Prime once again.

"This time I've got you," the giant Kraang snarled at them.

At a signal from their leader, several more standard Kraang came out of the alleys and along the edges of the rooftops to point their weapons at the van. Kraang Walkers and Stealth Ships reared up, and pointed their lasers at the party wagon as well, leaving the teenagers with an entire army between them and safety.

"Oh man," said Casey nervously at the sight of the sheer number of Kraang surrounding them.

"Get us out of here, Hockey Boy!" Miwa snapped.

Needing no further prompting, Casey grabbed the gear shift, and put the party wagon into reverse, before flooring the pedal and sending them screeching backwards.

Knowing Casey would have a hard enough time driving away from this many aliens, to say nothing of doing it backwards, Mikey popped himself up in the back, and kept an eye on where they were going.

"LEFT!" Mikey yelled, as they came to a turn.

Casey yanked the steering wheel in that direction, and the van jerked left, before Casey could switch back to drive, and shot forward now that he could go in the right direction. But it was of little help, as the Kraang were still on their tail.

"What can we do, Donnie?" Raph yelled, holding Leo to his chest to keep the unconscious turtle from being jostled.

Donnie sent his older brother a panicked look. "I don't know!" he shouted. "This thing doesn't have any weapons, and I have nothing on me to take out that many Kraang at once!"

Miwa peered out the window beside them, and saw where they were going. Glancing down at the remaining Boom Stars in her belt, she pulled herself into the front seat next to Casey, and said firmly, "I do."

The others glanced her way, before nodding. Agreeing to follow her plan, whatever it was.

"Take a left," Miwa said as they came upon the next intersection. "Now right."

Casey followed her directions while constantly having to swerve the car to avoid getting shot by the Stealth Ships' lasers.

Miwa strained her eyes to see what she needed to, and once she spotted it, she pointed out the window and shouted, "There! Turn in!"

Casey did as she said, but blinked in surprise as he found himself turning into a gas station. "Uh, Babe?" he said, knowing they had only a minute or two until the Kraang caught up. "This thing's got a full tank. What are we doing here?"

Miwa pulled out her last five Boom Stars, and held them up for the others to see. "Fire in the hole," she said, mimicking Donnie's cry from earlier.

The others' eyes widened as they caught on to what she meant, and Donnie said, "You realize that what you are suggesting is highly dangerous, and will most likely kill us all."

Miwa simply nodded, her face resolved.

The others exchanged glances, before opening the van doors to implement her plan. "So long as you know," Donnie said as he went to work on the gas pumps.

The teenagers did their work quickly, then piled back into the party wagon and waited for the perfect opportunity.

As the Kraang closed in, Casey started the car, but kept his foot on the break. "Remember," said Donnie as he pressed himself at the back of the van to watch the aliens grow closer. "We can't go until they are at just the right spot."

"I know, man," Casey hissed to him, keeping an eye on the Kraang from the side mirrors. "But it doesn't make it any easier when they're pointing giant lasers at you."

Seeing them parked at the gas station, Kraang Prime let out a laugh. "Finally you see that there is no running from your fate," he taunted.

"Steady," said Donnie, keeping his eyes glued on where the Kraang needed to be for this to work.

"So why not have Kraang put you out of your misery," said Kraang Prime as he grew closer, his mutagen blaster pointed directly at their vehicle, and the rest of the Kraang forces drawing back to let their leader do his work.

"Steady."

"The Kraang have been waiting a long time for this moment," Kraang Prime continued to gloat. "It was Kraang who found your planet millions of years ago. It was Kraang who used mutagen on the monkeys, turning them into lowly humans. And it is Kraang who now transforms your world, and puts the meddling kids in their place." He stepped closer and powered up his mutagen blaster, a look of malicious glee on his face.

"One more step," said Donnie as the others grew nervous about how close the giant Kraang was.

"And Kraang has had enough games," Kraang Prime said. "Goodbye, lowly insects."

With that, the giant alien took that last step, and Donnie roared, "NOW!"

"Booyakasha," Miwa said darkly as she tossed an activated Boom Star out the window towards the nearest pumping station.

The star beeped shrilly as it was thrown through the air, and landed in the dripping trail of gasoline that the teens had let flow freely from the pumps.

The second it landed, Casey floored the pedal, and the party wagon took off like a shot.

With a shout of rage, Kraang Prime tried to run after them, only for the Boom Star to explode, setting fire to the trail of gas, and making the pump explode, which set off a chain reaction to the other Boom Stars stuck to the other pumps, making the whole gas station go off like a giant bomb.

"THIS IS SO METAL!" shouted Casey gleefully as he used all his driving skills to outrun the explosion. The rest of his friends screamed in the back seat as it looked like the flames would catch them any second.

Kraang Prime screeched as he was caught in the blast. His body was thrown back, crushing his own troops, and the metal endoskeleton ejected its giant passenger. The Kraang leader scrambled away from the burning wreck, but was unable to avoid being burned by the flames.

Howling in pain, Kraang Prime searched furiously for those who had caused it, but the party wagon and its occupants were already out of sight, making him roar in outrage.

Meanwhile, the teenagers drove through the New York streets, which were now crawling with Kraang hybrids, and other signs of the Kraang's invasion. The high from their victory had quickly dissipated at the sight of all that they had still lost.

Now that there was less chance of Leo getting tossed around, Raph lay him back down, and wrapped a blanket around him to keep him warm. "I'm sorry, Leo," he whispered to his brother. "I should have watched your back better."

But Leo lay still and silent.

"What are we gonna do now?" asked Mikey, looking miserable.

April glanced around at her friends. "I have a place we can go upstate," she suggested. "My old family home. We used to go there every summer. We can stay as long as we want, no one's around for miles."

"Upstate, huh," said Casey, not taking his eyes off the road. "Sounds good to Casey Jones."

The vehicle fell silent as the teenagers tried to do their best to take comfort in each other. But one fact was looming very clearly over all of their heads as Casey turned them onto the interstate.

They had lost…

In the rushing water, Yoshi had gone limp in Shen's coils, as the serpent woman tried to find a way for them to swim to safety.

Just as she was certain that she would not be able to hold her breath any longer, an opening appeared above their heads, and Tang Shen swam towards it, dragging Yoshi along with her.

She pulled herself out of the water, and lay her beloved down on dry land. Nuzzling his face, but receiving no response, she hissed, "Yoshiii?"

Yoshi took a shallow breath, but otherwise was unresponsive.

Shen stared down at him. She could feel her humanity slipping away from her once again, but she desperately held on to a single thought through the feral haze engulfing her mind. 'I must protect him!'

The serpent mutant blinked her green eyes, and surveyed her surroundings. Spotting a rat scurrying nearby, one of the serpents on her head shot out with a lightning fast strike. It then curled back, and dropped the dead rat into Shen's mouth, where she swallowed the creature whole.

Hunger satisfied for now, she glanced back at the unconscious man next to her, and turned to leave him where he was.

'I must protect him!'

Shen stopped at the thought, and glanced back at the man, who's shallow breathing was the only sound in the sewer chamber aside from her hissing snake hair.

Slowly, Shen coiled around Yoshi, hoping to warm him as she waited for him to regain consciousness.

'I must protect him!'

'And I will.'

At a museum in Chinatown, Ho Chan let out a sigh of aggravation from within his dagger prison. His powers of foresight had been telling him that today was the day he would be set free to spread his might across the land once again.

But then the idiot gangsters who had been supposed to steal his dagger and free him had been snatched up by some strange metal people with brains in their stomachs, and turned into brainless brain-creatures with no interest in setting him free.

Ho Chan sighed, and tried to make himself as comfortable as a ghost trapped in a dagger could be.

Maybe he would be set free next millennium.

A/N And there you have it. The Kraang have invaded, the teens are fleeing, and the future Mighty Mutanimals have started setting up shop for their hero team. I hope I did well with this. Also, I couldn't resist adding that end joke to show why I skipped Chinatown Ghost Story.

Disclaimer: I own nothing