A/N: Please read and review?


In New York's Hudson River, all was quiet, as a bunch of fish swam beneath the surface.

Donnie: I've been worried a lot lately.

The Shell-Sub races off near the riverbed, while being chased by Foot Ninjas on Scuba Bike Speeders resembling torpedoes.

For starters, I'm worried about the Foot. They're back...and they're tougher than ever.

Donnie pilots the Shell-Sub, with Splinter sitting beside him.

And...I'm worried about my brother, Leonardo. He's on a quest to parts unknown...

The Foot all fired missiles from their Scuba Bikes at the Shell-Sub.

..and I'm worried he's not gonna find what he's been looking for.

The missiles explode near the Shell-Sub, as Donnie rode it along to dodge them.

Splinter clutches his shoulder as Donnie keeps hold of the controls, which beep.

But mostly...I'm worried that Leo...

The Shell-Sub keeps moving along the water, as the Foot keep chasing after it.

..won't find us alive when he gets back.

The Foot fires missiles from their Scuba Bikes, then two home in on the Shell-Sub like heat-seeking missiles.

Master Splinter tells me that I worry too much.

The missiles explode near the bottom of the Shell-Sub, making it move out of control.

"AH!" Donnie and Splinter cry, as sparks come out of the controls.

The Shell-Sub crashes into a seawall.

Okay, you tell me.

The Foot Scuba Bikes move towards the Shell-Sub, to inspect the damage.

Should I be worried?


In the lair, Donnie was working on the Shell-Sub, while by the TVs, Cath read one of her medical books in a chair, while Elisa did some kata moves nearby. Raph was punching his punching bag, grunting every time he did, then he kneed it, then kicked it, then went back to punching it, then he kicked it twice.

Donnie held a blowtorch to the hull of the Shell-Sub, humming as he did.

Nearby, Mikey was making a house of cards, as Splinter and Klunk both watched him.

"That is an impressive edifice, Michelangelo." Splinter commented. "Dare I ask how many hours you spent building it?"

Mikey held a card near the house, thinking.

"Good question, Sensei." he said, before turning around. "Hey, Raph, what time is it?"

Raph punched his punching bag twice.

"Like I wear a watch? How should I know?" he said, before turning to Elisa. "Hey, Ellie, what time is it?"

"I don't know." Elisa said, as she stopped and turned to him, then to Cath. "Cath, do you know?"

"No. Sorry, sis." Cath said, turning a page of her book. "Don, you know?"

"Beats me. Ask Leo." Donnie suggested.

He turned off his blowtorch as everyone turned to him, then Splinter lowered his head and sighed, as Leo was still in Japan.

"Sorry." Donnie said, raising his goggles up. "Leo's been gone..."

He jumped off the Shell-Sub and landed near it.

"...more than two months, and I still forget he's not here." he sighed, walking off.

"You're not the only one, Don." Cath sighed, closing her book and getting up. "We all miss him."

"Master Splinter, when's the bum coming back anyway?" Raph asked.

"Yeah? It's getting weird without him?" Elisa asked.

"And is Leo coming back normal, or like, more normal?" Mikey asked, as his siblings gathered behind him. "'Cause before he left, he was acting kinda, you know..."

He ran a finger in circles near the side of his head, like a coo-coo-clock, before Raph slapped the back of his head.

"Ow!" he yelped, before rubbing his head. "Hey!"

"I do not know, my children. Leonardo is on a pilgrimage to find the Ancient One, and to find answers." Splinter explained, rubbing his chin. "Such things are beyond time."

"Well, I miss having him around." Donnie said.

"As do we all. We must have faith that he will return when he is ready." Splinter sighed.

"And hope he's healed from his mental wound." Cath sighed.


Meanwhile, in Japan, Leo and the Ancient One were both in the nice forest Leo had been staying in for the past two months. They both mediated on a narrow bridge in a gorge, as wind blew on them both. While Leo remained still, a light shined on the Ancient One, showing him the Shredder's gauntlet, making him open up his eyes.

"Leonardo!" he said, jumping to his feet. "Kumquat, you must go."

Leo opened his eyes and turned to him.

"Master, what?" he asked, confused.

"You must leave. Go home. Bye-bye." the Ancient One explained, waving.

He turned and began walking along the bridge.

"But I-I still have so many questions." Leo said.

The Ancient One turned to him.

"There's so much you can teach me." Leo said.

"Leonardo, your family is in grave danger." the Ancient One explained.

"What?" Leo gasped.

He got up and jumped off the bridge and landed in front of the Ancient One, who nodded.

"I understand, Sensei." Leo said.

They both put their hands together and bowed their heads, Leo knowing he had to go back and help his family.


In the lair, Mikey put two cards onto the house he'd made, completing it.

"Very good work, Mikey." Cath remarked, her Medical Book now in her belt.

"Gotta admit, that's great." Elisa said.

"Thanks, girls." Mikey said.

The alarm blared, shocking the family.

"Huh?" they gasped.

The alarm suddenly stopped.

"That shouldn't happen?" Donnie questioned.

He jumped down and ran off towards his computer, followed by his family.

"If something triggers the perimeter alarm, it should keep ringing until I turn it off." he explained, jumping into his chair and moving towards the computer.

He began to work on it, as his family stood behind him.

"It's not supposed to turn off by itself..." he said, before the screen went fuzzy. "Unless someone just deactivated our outer alarm system."

"Huh?" Elisa muttered.

"Someone's cut the wire alarm outside." Cath translated.

They all turned as they heard a loud marching noise.

"Um, what is that?" Mikey gulped, as Raph brought out his Sais, and Klunk came towards them.

He and Elisa took out their weapons, as Klunk stopped near his legs and curls around his ankle.

"Whatever it is, it's coming through the front door!" Raph said.

The marching noise got louder and louder, shaking the whole lair.

"Ah!" Mikey gulped.

Cath and Donnie took out their weapons, as the family all stared at the door. Mikey's card house to fall down, then stones began to fall down from the ceiling, when something big grabbed the door from the other side. It then pulled the door off slightly, snapping off one of the metal pipes above it, then the family all ran closer to it, as it got knocked down.

The family stared at the doorway as smoke came from it, when part of the wall around it got knocked down, by two large robots with four cannon arms, and the Foot symbol on, piloted by a Foot Technician. A bunch of Foot Ninja then appeared from behind them, getting in front of the robots, but their outfits had changed. They now had gauntlet gloves on their hands - without the blade ends - a belt around their waists, a knee pad on their knees, and their masks were now only one eyelid for both eyes, while their swords were held by a strap like on a backpack.

"What the...? The Foot?" Mikey gasped.

"But how?" Donnie gasped, twirling his Bo around. "How did they find us?"

More Foot began to swarm into the lair.

"Don't matter how they found us, they found us." Raph said. "Now, let's kick the shell out of 'em!"

He twirled his Sais around, then all but Cath charged and jumped towards the Foot.

"I've got a bad feeling about this." Cath gulped, before she followed them.

The Foot charged at them, then one grabbed Raph's forearms as he tried to hit him.

"Get..." he said, kicking the Foot away. "...out..."

He turned and ducked as another tried to slash him with his sword.

"...of...my..."

He kicked the Foot away, then turned around to a third, as Donnie came up on his right.

"...house!" Raph roared, kicking the third away.

Donnie moved around the fourth, then whacked him with his Bo, knocking him down and out cold. More then ran past him on his left, when one came up behind him and kicked his shell, knocking him forward.

"Ah!" he yelped.

He turned and rolled along the floor backwards, as two Foot landed behind him, before he stopped on his knees.

Cath jumped to her left as one tried to slash her, making him miss, then she landed near another. She tried to whack him with her right Tonfa, but he blocked it with his sword, then another dived down quickly and kicked her away, knocking her away.

"AH!" she moaned.

She skidded along the floor on her shell, then stopped near the small wall around the lair.

"Oh!" she moaned, shaking her head.

Elisa blocked ones sword with her Kamas, then pulled back, then leaned back as he tried to slice her, before she back flipped and kicked him in the jaw, knocking him out. She landed on her feet, then turned around, seeing four all around her, then she jumped slightly, before a fifth dived over and kicked her in the chest, knocking her away.

"OH!" she moaned, before she landed on her chest near the river. "Oh!"

Mikey jumped backwards, as four jumped after him, then they all landed, with the Foot all around Mikey.

"You know, you guys should..." he said, as he whacked them all with his Nunchucks. "...call ahead."

A fifth landed behind him, then kicked him away.

"Ah!" he yelped.

He crashed into a pillar, hitting his shell against it, then he rubbed the back of his neck.

"Uh! I don't remember the Foot being this fast?" he said, as more Foot surrounded him. "Or this powerful. Everybody, watch your backs!"

He began sending whacks at one with his Nunchucks, but the Foot blocked them with his sword, but then Mikey whacked him in the jaw, knocking him out. Nearby, Donnie was surrounded by two, while Splinter kicked a third away from him, while Raph jumped onto the wall and kicked one away.

"It's hard enough..." he said, turning and punching another. "...watching our fronts!"

He turned and jumped slightly, kicking a third away, before he turned to one of the robots - which was called a Shrednut. It knocked over the pillar Raph was near, knocking him away as it fell to pieces, but he back flipped and landed on his feet. He stared at the Shrednut, which aimed its cannons at him, then he jumped up as it fired on him. It then stopped as he landed on its shoulder, but then he jumped off and away from it, as it turned around.

A bunch of Foot and Foot Tech Ninjas - who now had black boots, gloves and chest amour, a smaller button, and a different mask with one eyepiece - all stormed the lair.

Elisa and Cath stared at a bunch of them, as they began to surround the family.

"Is it me, or does this remind you of our fight at April's place?" Elisa asked.

"It's not you." Cath gulped. "And I think this is worse than then."

They both jumped and dived in different directions as two Foot tried to kick them both.

"Raph!" Donnie yelled, landing on his feet.

He spun around and whacked two with his Bo, knocking them away, then he stabbed a third in the belly with it.

"There's too many of them." he said, as one came up behind him.

Raph got behind the Foot, then kicked it in the back, then Donnie jumped and hit him with both feet as he dived away, before Donnie landed near Raph.

"We have to back off." Donnie said.

Raph looked around, seeing they were both surrounded by dozens of Foot and Foot Techs.

"Back off?" he questioned, as they backed away. "This is our home!"

They stopped near the river and the bridge, where the rest of their family were, as hundreds of Foot Ninjas surrounded them all. Several of them then backed away from the smokey doorway, when the Shredder himself came out of the smoke, shocking the family.

"Oh, shell?" Raph gasped.

Shredder stopped near the edge of the smoke and stared at the family.

"You've gotta be kidding me?!" Elisa exclaimed.

"No way? It can't be him!" Donnie panicked.

"Tell me I'm seeing things?" Cath asked frantically.

"Master Splinter, any chance this is just another mystical attack?" Mikey asked hopefully.

"No, my son, this is real." Splinter answered regretfully, shaking his head. "All too real."

"The Shredder! But, the Utroms sentenced him to exile." Donnie recalled.

"Yeah, on an ice asteroid." Cath added.

"Yeah? Well, it didn't take." Raph said.

"But how could he have escaped?" Elisa questioned. "I don't understand."

Smoke appeared near the Shredder, then the Foot Elite showed up, all now wearing grey - expect for the shoulders.

"Oroku Saki is gone, thanks to you, but the Shredder lives on!" Shredder declared, who sounded female, and familiar.

She took off her helmet, revealing herself to Karai.

"Karai!" Donnie exclaimed.

"What?" Elisa gasped.

"So, the daughter of Oroku Saki has become the Shredder. Why?" Splinter asked.

"Honor demands it, Splinter-san!" Karai snarled, holding her gauntlet up. "After you helped the vile Utroms exile my father, I vowed to avenge his honor!"

"You dare speak of honor?" Splinter questioned, disgusted. "Your father murdered my Master Yoshi! Your father had no honor!"

"Not to mention all the innocent people he killed over the many years of his life!" Cath scowled.

"You will pay for your lies, all of you!" Karai roared. "Where is Leonardo?"

"He ain't here." Raph replied.

"Did you really miss him that much?" Elisa mocked.

"You know, you just missed him." Mikey said, getting in front of his family. "But if you leave right now, we'll let him know you stopped by."

"You mock me. The fact you still live mocks me." Karai frowned, putting her helmet on. "That all ends now! Destroy them! Leave no one alive!"

The Foot all moved towards the family, but they all jumped up towards the upper floor.

Donnie dug his Bo into a pillar, then landed on the upper floor, before whacking two Foot Ninjas with it as they jumped towards him. He turned around and whacked a third with his Bo, then kicked a fourth away, then jumped off the upper level, as four more jumped after him. He turned around in mid-air, then whacked them all with his Bo, knocking them away, before he turned back around.

Elisa landed and split kicked two as they came up on either side of her, knocking them away, then she turned and sliced a third's Bo in half with her right Kama. She then kicked him away, knocking him off the upper level, then she jumped down as another two dived down and tried to slash her.

Mikey ran along the upper level, before five surrounded him. He then jumped off it and grabbed a rope, then swung down towards more Foot and Foot Techs, before whacking them all with his right Nunchuck, knocking them away. He landed on a Shrednut's shoulder, then he jumped off it and landed near the couch as he turned around. He moved away as the Shrednut knocked over a pillar, smashing it to pieces while knocking the couch away.

"Nah, nah, missed me!" Mikey mocked. "Ah!"

The Shrednut aimed its head laser cannons at him, then fired them. Mikey jumped to his left to avoid them, but the blasts hit and destroyed all the TVs, and knocked his Battle Nexus Trophy - which had been on top of them - to the floor.

"NO!" Mikey cried, as it smashed to pieces. "My Battle Nexus Trophy!

Cath ran towards her and Elisa's bedroom, as one Foot got in front of her. She jumped and kicked him away with both feet, knocking him away, before she made it inside the bedroom.

"I better get my first-aid kit." she said quietly.

She put her Tonfas down, then pulled it out from under her bed, then put the bag over her shoulder. She turned to the door, as two Foot showed up in the doorway, then she picked up her Tonfas, and then pounced towards them both, hitting one each with her Tonfas.

"AH!" they moaned.

They went flying down to the lower level, as Cath jumped and dived after them. She landed on the floor crouched down, when a Foot threw a grenade into the room, which then exploded, sending out rubble from all her Medical Books - expect the one she had earlier - came flying out of it.

"NOOO!" she cried. "Not my books!"

She put her left Tonfa down, then took her last book from her belt and put it in her bag, not wanting to lose it too.

Donnie was surrounded by Foot in his lab. He elbowed one as he came up behind him, then whacked another two with his Bo, as the other Shrednut pulled off part of a pillar. It turned around and threw the piece towards Donnie, who kicked a Foot away, but then he and another both jumped away. The pillar piece hit the lab area, destroying it, as Donnie turned back to it.

"Ah!" he gasped, horrifed.

The Shrednut fired its head laser at him, but missed as he ran as quickly as he could around the lair, then he dodged two missiles, which hit and destroyed two more pillars. He ran by Splinter's room, as another missile hit it, blowing the door open.

Raph dived down and landed on a Shrednut's shoulder, then began to stab it repeatedly with his Sais, but didn't make a dent.

"Gotta try and open one of these tin cans!" he grunted, as he ran onto the other shoulder and tried again.

The Shrednut grabbed him with its right claw arm, then began to squeeze him.

"AGH!" he grunted.

The Shrednut threw him away, but he landed on his feet and glared at it.

Donnie whacked a Foot with a Bo on the bridge, then stabbed another in the belly, then whacked a third off the bridge. The nearby Shrednut picked up some burning rubble from a pillar and held it up, then threw it at Donnie.

"Donnie, look out!" Mikey called, spotting it.

Donnie whacked a Foot off the bridge, as Mikey jumped and landed behind him. He grabbed Donnie, then jumped off the bridge with him, before the rubble hit it, destroying it.

"Ah!" they both moaned.

Donnie landed on his back, while Mikey landed on his shell, before they both got up.

"Ah." Donnie sighed.

A bunch of Foot charge at them both, but they both knock one away each with their weapons.

Splinter jumped and landed in front of his room, which was now on fire. He kicked a Foot away, then whacked another with his stick, before turning to his room. A third ran at him from behind, but he raised his stick up and hit him in the face.

"AH!" the Foot yelped, falling to the floor out cold.

Splinter entered his room and looked around, pushing some rubble out of the way.

"Ah!" he gasped, spotting Master Yoshi's orb. "Master Yoshi's orb!"

Karai showed up in front of him, then stomped on it, smashing it to pieces.

"No!" Splinter cried.

He looked up at Karai, who raised her foot up.

"Your children destroyed my father, now I will repay them in kind!" she declared. "I begged Leonardo to let him go, but he would not listen to reason!"

"It is you who has blind to reason!" Splinter retorted. "Oroku Saki was a murderer..."

They both circled each other.

"...but you will not allow yourself to see the truth!" Splinter said.

"I see clearly, rat, and you will pay for what you have done to me!" Karai roared.

She jumped up and dived towards him, then he jumped up and dived towards her. He kicked her slightly with both feet, before they both dived down and landed on their feet.

"I reached out to you." Splinter said, charging forward. "I hoped that you..."

Karai ducked as he tried to whack him, then he jumped around her as she tried to slash him.

"...would turn away from evil!"

Splinter dived past her as she tried to punch him, then he put his hands on the floor, then back flipped onto his feet.

"But I can see now it has consumed you." he noted.

Karai glared at him, then slashed him with his gauntlet, hitting his left shoulder.

"AHH!" Splinter moaned, clutching his wound. "You are faster than your father, I will give you that. But your dark heart will betray you, just as his did!"

Karai struck him so hard; he got knocked out of the room, hitting the floor on his chest.

"OH!" he moaned.

Karai emerged from the flames as he tried to get up.

"You are not even worthy to speak of my father, rodent!" she snarled, before picking him up. "I will silence your treacherous tongue once and for all!"

She pulled her left arm to strike.

Nearby, Raph pulled himself up, then saw them both.

"NOOO!" he yelled.

Donnie, Cath and Elisa all saw what was happening.

"Master Splinter!" Donnie cried.

"Father!" Cath cried.

"NOOO!" Elisa cried.

Raph got up and charged at Karai, then jumped up and dived towards Karai. Karai however, let go of Splinter and turned around, slashing him with her gauntlet.

"OH!" he moaned.

Donnie spun his Bo around as he charged at Karai, before he pole-vaulted towards her, then he kicked her, knocking her down.

"Ah!" she yelped, as her helmet fell off.

Donnie held Splinter up, as Cath, Elisa and Mikey all ran towards him.

"Master Splinter?!" Mikey cried.

"Sensei, are you okay?" Cath asked, crouching near him.

She checked his pulse, seeing he was still alive, but was out cold.

"We have to get outta here!" Donnie said, turning around.

The five Turtles all turned to the army of Foot.

"Uh, easier said than done." Mikey gulped.

"He's got a point." Elisa agreed. "We're outnumbered 100 to 1."

"Donnie, take Master Splinter outta here!" Raph ordered, taking charge as he was the second eldest. "We split up, get out and meet back up again topside! Got it?"

They all jumped away, Mikey to his left, the others to their right, as a Shrednut approached them, then tried to slam them all with its cannon left arm. All but Mikey landed near each other near the river.

"Now let's go! And guys, be careful." Raph said.

He ran off, with Elisa right behind him, as Cath ran in another direction.

Donnie held Splinter on his shoulders, as two Foot charged at him. He jumped and kicked one away, then spun around and kicked the other, then he ran towards the Shell-Sub. He got onto it, then opened the door, then put Splinter down, before getting inside and closing the door.

Karai - with her helmet on jumped from the ledge wall, landing crouched down, then stared at the Shell-Sub.

"Do not let them escape!" she ordered, pointing at it.

The Shrednuts fired their cannons at the Shell-Sub, hitting the hull.

Inside, Donnie held the control stick, as Splinter clutched his wound.

"Hold on?" Donnie asked.

The Shrednuts kept firing on the Shell-Sub, with one hitting the crane hook holding it, knocking it into the river, then Donnie dived it into the river. He then rode it down the tunnel, then the hatch at the other end opened up, then he rode it towards the entrance. Outside however, were several Foot Ninjas on Scuba Bike Speeders, all waiting for it.

"Ah!" Donnie gasped.

Splinter frowned as Donnie raced the Shell-Sub passed the Scuba Bikes, which then turned and chased after it. The Shell-Sub passing by some wrecked cars, before the Scuba Bikes all stopped. The head Foot Ninja did a hand signal, then they all chased after the Shell-Sub.


In the lair, Raph ran towards the elevator, ducking and running past one Foot, who tried to slash him with his sword. He ducked past another, then jumped over a third as he tried to slash him, then Raph landed near the elevator door. He ran towards it, when a Foot got in front of him, before Elisa dived over and kicked the Foot away, knocking him against the wall.

"You okay?" Elisa asked, turning to Raph.

"Yeah. But I said-" Raph began.

"I know! We'll separate once we're in the warehouse!" Elisa said. "It'll divide them up more!"

"Okay." Raph said, seeing her point.

They both ran towards the door, then Raph pressed the button, opening it up. They ran inside the elevator, but six Foot Ninjas managed to get in before the door closed, which they both turned to.

Raph growled and dodged as one tried to slash him, then he whacked the Foot with his elbow. Raph dodged as the second tried to slash him, then whacked him in the back with his forearm, knocking him out.

Elisa dodged as the third tried to stab her, then she wrapped her arms around his forearm, making him drop his sword, then she elbowed his chest, then got behind him and kicked him in the back.


In the lair, Cath jumped towards a door, then ran through it, and saw the Sewer Slider ahead of her.

"That's my ticket out of here!" she panted.

She ran towards it, then got into it, then began to power it up. Seven Foot began to run towards her, before she activated it, then raced it off down into the sewer tunnels, making them all stop. She rode it down a tunnel at top speed, before a bunch of Foot on speeder bikes came out of the tunnels behind her, then chased after her.

"Oh, shell!" she gasped, turning around.

She turned back and kept on racing the Sewer Slider down, as the Foot kept chasing her.


In the lair, Mikey jumped onto some rubble, looking for Klunk.

"Klunk?" he called, before hearing Klunk meow. "Where are you, Klunk?"

He ducked as a Shrednut fired a laser at him, then saw Klunk was on a rafter above him, meowing.

"Hang on, Klunk, I'm coming!" he called, jumping up.

He landed on another rafter, then jumped onto the one Klunk was on, then ran towards him.

"I got ya, pal." Mikey said, picking Klunk up. "Mikey's here."

They both turned as a Shrednut approached them, then fired its head laser at them.

"Ah!" Mikey yelped.

He ran off along the rafter while carrying Klunk, then he grabbed a rope and climbed up it, while Klunk got on his shoulder.

"Ah!" Mikey screamed, jumping to the upper floor.

He ran along the upper floor as the Shrednut kept firing at him, before the impact of the wall getting blasted knocked him off it.

"AHH!" he screamed.

He kept hold of Klunk, before he grabbed the fire escape ladder, which shot down towards the floor.

"AHHH!" he yelled.

A few Foot Ninjas moved away, as the ladder hit one, then Mikey began running along their shoulders, as a few tried to slash him. He then jumped and spun around, kicking one away, knocking him out, before Mikey landed crouched down.

"Ah!" he yelped, turning left.

A Shrednut stared at him, then fired its right cannon arm, but missed as Mikey ran off past another between its legs. The second tried to grab him with its right claw arm, but missed as it got stuck in the floor, but the impact knocked Mikey away.

"Oh!" he moaned, hitting his shell against the ledge.

He got to his knees, then saw the Shrednut coming towards him, as it whacked and smashed a pillar to pieces. He turned and ran off towards an open door, as the rubble hit the floor, then the Shrednut fired its cannons, but missed Mikey, who kept hold of Klunk. The Shrednut kept firing, blowing the wall down, then it walked into the next room. It looked around, seeing no sign of Mikey, while the Turtle Tunneller was behind it, with Mikey and Klunk inside it.

"Don't worry, Klunk. I've got a plan." Mikey promised, as he powered it up.

Klunk jumped onto his lap.

"Here we go." Mikey said.

He pulled a lever back while pushing another forward, then the Tunneller powered up its drill. Mikey then raced it towards one of the walls, as the Shrednut turned and fired at it, before it drilled through the wall. He then turned it left and raced it down a tunnel, as the Shrednut chased after it, on jet boosters from its feet.


In the warehouse above the lair, the elevator rose up from the floor, then the door opened up. Raph and Elisa both stepped out of it, then fell to their knees, exhausted.

"You take your bike, I'll take the Battle Shell." Raph said.

"Got it." Elisa understood.

She got up and saw her Shell Cycle nearby, but then both Turtles turned to the garage door, as it opened up, and a bunch of Foot began to show up.

"You gotta be kidding me?" Raph said.

"Just how many of these guys are there?" Elisa questioned, annoyed.

The Foot all began to storm into the warehouse, as Raph got up, but then one Foot threw a bunch of Shurikens at Elisa's Shell Cycle, popping both tires and damaging the engine.

"NOOOO!" Elisa cried.

Raph grabbed her by the arm and dragged her towards the Battle Shell, as her bike caught fire and fell over.

"My bike!" Elisa cried.

"Leave it!" Raph said, pulling her in. "If it was mine, you'd do the same!"

He made it to the Battle Shell, then opened up the driver's door.

"Get in! We'll have to stay together now." Raph said.

Elisa dived into the Battle Shell, as the Foot all threw a Shuriken at it, but Raph got inside, making them all hit the door, which he closed. Both Turtles strapped themselves in, then Raph started up the engine, then Elisa pressed a button. A missile rose up from the top of the Battle Shell, then shot towards the Foot, making them all run for it, before it hit and exploded near them, knocking them away.

"AH!" they yelped.

"That's for destroying my bike, you creeps!" Elisa growled.

Raph revved up the Battle Shell, then raced it out of the warehouse and into the city, turning left down the street.


In the lair, all the Foot that hadn't left bowed before Karai near the Shrednuts, as she stood near one.

"In the name of Oroku Saki, hunt them down!" she ordered. "Destroy them! They cannot be allowed to live!"

All the Foot got up and ran off in different directions, leaving her with the Shrednuts.

"And tear this filthy place apart!" Karai ordered. "Leave nothing standing!"

The Shrednuts fired all their cannons while moving around slowly, destroying the remaining pillars. One then fired a missile from its left cannon arm, which hit the ceiling.

Karai stood and watched as rubble fell down all around her, and laughed at the chaos, as the Shrednuts stopped.


In the Hudson River, Donnie rode the Shell-Sub beneath the surface, being chased by the Foot Ninjas on the Scuba Bikes. They all shot missiles out, which shot towards the Shell-Sub, homing in on them like heat-seekers.

"Hold on, Master Splinter?" Donnie asked.

He pulled the control stick back, making the Shell-Sub pull up and raise itself higher in the water, causing two missiles to crash into each other once they were close to it.

Donnie gritted his teeth as the explosion ratted the Shell-Sub. It shot down towards the river floor, as the Foot kept chasing after it on their Scuba Bikes, before they all separated. A larger one dived towards the Shell-Sub from in front of it, then its driver fired two missiles, which both shot towards and hit the belly of the Shell-Sub.

"AH!" Donnie grunted.

The Shell-Sub capsized over, so its belly was facing upwards, then water began to leak into it.

"I don't have enough firepower to fight all of them!" Donnie panicked. "Unless..."

He looked at the controls, an idea getting into his head.

"Hang on, Master Splinter. I've got an idea." he said.

He pressed three buttons, then the Shell-Sub turned right side up, then began to move down. It shot two torpedoes out, which shot towards the bed of the river, hitting it and creating a dust cloud. It dived down towards a large hole created by the torpedoes, and was then covered up by the dirt around it.

The Foot on the Scuba Bikes all looked around, but saw no sign of the Shell-Sub. It quickly shot up from the dirt however, knocking three Foot away and off their Scuba Bikes, as the rest all looked up at it. Three then gave chase and fired missiles, which hit the Shell-Sub, smashing part of the hull, before it sank to the bottom of the river.

"Mistress Karai, Donatello and the rat have been destroyed." one of the Foot said.

"Excellent. Most excellent." Karai said, as the Shell-Sub caught fire.


In the city, Raph drove the Battle Shell down a street, while Elisa kept her eyes open through the window.

"I think we lost them." Elisa sighed, relieved.

Raph turned the Battle Shell left down the street, before he spotted a Foot Helicopter ahead of them.

"You were saying, sis?" Raph scowled.

The pilot pressed a button on his control stick, firing two missiles at the Battle Shell.

"Ah!" Raph gasped.

"Oh, no!" Elisa gasped, covering her mouth with her hands.

Both missiles hit the front of the Battle Shell, blowing off its front right tire, while knocking it onto its side. Fires began to spread on the front of it, as the helicopter hovered above it, seeing no sign of Raph or Elisa.

"Mistress Karai, the ones called Rapheal and Elisabetta have been terminated." the pilot explained.

"Excellent." Karai said.


In a sewer tunnel, Cath drove the Sewer Slider down it quickly, while being chased by the Foot Ninjas on the speeder bikes. She turned around as they kept chasing her, before she turned back and turned the Sewer Slider to her right down the tunnel. The Foot Ninjas kept chasing her, then three of them fired missiles from their speeder bikes, which shot towards the Sewer Slider, as Cath turned around.

"Okay, not good!" she gasped.

She turned the Sewer Slider left as the missiles homed in on her, but also getting out of sight of the Foot. Once they all heard an explosion, they moved their Speeders around the corner, and saw the Sewer Slider and complete wreck and on fire, with no sign of Cath.

"Mistress Karai, Catharina has been eliminated." a Foot explained.

"Excellent." Karai said.


In another tunnel, Mikey moved the Tunneller towards a wall, then drilled it open, then it entered a Subway Tunnel. He turned it right slightly, then raced it down the tunnel, as Klunk remained still. Mikey moved the Tunneller to another wall, then drilled a hole in it, creating another tunnel.

The Shrednut chased after it on its boosters, getting closer to it.

Mikey drilled a hole through a wall, then turned the Tunneller right down a tunnel with water in it, and then raced it down the tunnel. The Shrednut smashed its way through the wall, then chased after it.

Mikey fiddled with the controls, as Klunk - now on his shoulders - covered his eyes and meowed.

The Shrednut kept chasing after the Tunneller, then raised its right arm up, and shot three missiles from it. They shot towards the Tunneller, then two hit the back of it, while the third hit the front of it, making it bounce along the water as its drill stopped. It then turned upside down and crashed into a wall before it caught fire, as the Shrednut approached it, seeing no sign of Mikey or Klunk.

"Foot Mech 4 to base, Michelangelo is finished." the Foot Technician inside reported.

"Excellent." Karai said.


The next morning, Karai walked down a street towards April's shop, dressed in a hat and overcoat.

"All that remains is Leonardo." she said.

Inside the shop, the same old woman the Turtles had rescued during the Triceraton Invasion last year, was looking glass case near the counter, when Karai showed up at the door. She pushed it open with her body as she walked in, then approached another glass case, before she stopped.

April helped sort out the woman's purchased objects into a bag, before she spotted Karai.

"Be with you in just a minute." she said.

Karai walked off slightly, as April finished with the bag.

"Thank you, and please come again." April said.

The old woman took her bag and walked towards the door, then opened it and left the shop.

"Thanks for waiting." April said, turning to Karai, who held up a vase. "How may I help you?"

"I am looking...for Leonardo." Karai explained, turning to her.

"Um, Leo?" April questioned, acting dumb. "I, uh, I don't know anyone by that name."

Karai chuckled while stroking the vase.

"Let us not play games, Miss. O'Neil." she said, before she rocked the vase on one finger, shocking April. "Have you seen him of late?"

"Ah!" April gasped, as Karai caught the vase. "Um, how do you know Leo?"

"We used to be friends." Karai said, putting the vase down. "I was hoping to leave him a message."

She turned and walked over to April.

"O-kay. What is it?" April asked.

Karai pulled out a bent object from her overcoat, then dropped it on the counter, which clattered as it was metal.

"Let him know that I have destroyed his family. He is now the last of his kind." Karai explained. "And let him know that his time will come, very soon."

April looked horrified by the news, before she looked at the object. She picked it up and turned it around, showing it was the 'Sewer sweet sewer' sign from the lair, shocking her.

"Ah!" she gasped. "But-"

She turned and saw Karai had left the store, as the doorbell rang, before Karai walked down the street. She laughed evilly as she got halfway down, thinking she'd had most of her revenge on the Turtles and Splinter, for banishing her father.


A/N: Since the Sewer Slider never appeared after its last appearance, I decided to have Cath ride it in her escape, only to get destroyed.