A/N: Please read and review?


In StockTronics, Baxter Stockman, stands near a conveyor belt, which moves Mousers along, as more move along a larger one near him.

Stockman: Once long ago, I Doctor Baxter Stockman was whole man, a brilliant mind and an able body.

He looks up at a control room near him, where April sits behind a panel. He signals her with his hand, then she presses a button on it, stopping all the conveyor belts. She presses another button above her, as he picks up a Mouser.

A Newspaper Article spins around, then stops, showing a picture of Stockman holding a Noble Prize, with the title being 'Stockman wins top science prize - again!'.

In the science community I was unequalled...

Another Newspaper spins around, then stops, showing Stockman shaking hands with another man, with the title being 'Stockman earns record science grant'.

...throughout the world I was renowned...

Another Newspaper spins around, then stops, showing Stockman behind a microscope, with the title being 'Stockman genome study wins acclaim!'.

...revered, worshiped.

Stockman stands with Hun in the Shredder's Skyscraper.

But it all went wrong, horribly, horribly wrong.

Stockman turns to Oroku Saki, beggingly, as Saki gets up, with Hun getting behind him. Saki points his gauntlet at him, scaring him as he backs into Hun.

My genius fell under the control of cruel-minded brutes.

Hun picks Stockman up by the shoulder, then begins to drag Stockman away.

"NO! NOOOO!" Stockman cries.

Later, Stockman lay strapped to a dissection table, now missing his left eye, as Hun approached him with a Buzzsaw.

Whittled me away piece by piece...

Stockman freaks out as Hun puts the Buzzsaw near him.

"AHH!" he screams.

The screen cracks, then shows Stockman in the Shredder's Skyscraper, now in an advanced wheelchair, a neck brace, and a robotic left hand.

"Ah!" he gasps, as Shredder approaches him.

...limb by limb...

Shredder slashes him with his gauntlet.

...until I was reduced to nearly nothing...

Stockman's brain floats in a water tank.

He soon stands in a lab in a brand-new body, which is turning green.

...but those simpletons aren't to blame.

He looks up as his eyes pop open, then closes slightly.

I finally know who is truly responsible for my downfall...

Red lights flash behind him, then he knocks a table over.

...and now with my new body I will have my revenge!

He marches forward and holds his hand out to grab something.


It was all quiet in the city, with cars moving along the road, and people walking by an entrance to a Subway Tunnel. Down in the tunnel, a rat approached a piece of cheese near a track, which it picked up and began to nibble, before a train began to come towards it. It ran off the track as the train raced right along it, passing the piece of cheese, and a nearby Subway Station.

At the station area, the Turtles were facing off against a bunch of mutant toads, all with new backpacks.

Mikey jumped onto the track, then he turned and jumped back off it, as one of the toads tried to pounce on him.

"Yikes!" he yelped.

The toad growled and turned around, wagging a long tail while licking a big tongue, then it jumped after Mikey.

Nearby, Raph backed away from another, holding a weapon attached to his backpack, with the end resembling a litter picker.

"Alright, ugly, down boy!" he said. "That's it, that's a good mutant toad."

The toad spun around and whacked him away with his tail.

"AH!" he moaned.

He hit the floor and rolled over, stopping on his side near the edge of the track. He growled slightly as the toad pounced towards him, but the grabbed its upper chest with his picker tool, keeping it still.

"I said 'Stay'!" he said, annoyed.

He moved his head as the toad tried to hit him with its tongue, which it then retracted.

"You know, this be a lot easier if I could just use my Sai on these slimeballs." Raph said, getting up.

On the other side of the track, Donnie had one pinned against a wall, with the tool on his backpack having a metal hoop on the end. Leo turned and fired a large tranquilliser blaster at another as it dived towards him, knocking it away. He then turned as another jumped past him along the track, then stuck to a wall, then it began to pounce towards Leo, but Donnie grabbed it with his hoop. He spun it around as Leo jumped away, then he slammed it into the floor.

"Sorry, Raph, but you know how toxic these outbreak bugs are." Donnie said.

"Yeah, I know. Trap 'em and tranq' em." Raph said, slamming one into a wall.

Nearby, Elisa and Cath were standing near each other, as a few came towards them. Elisa's backpack had something similar to Raph's and Donnie's, only her tool was a two-bladed claw on the end, without the sharpness. Cath on the other hand, had a tranquilliser blaster like Leo, only hers was smaller.

They both jumped as one tried to pounce on them, then Cath turned around in the air and fired at it, hitting its back twice with tranquilisers. Elisa then landed near another, then held it back with her claw as it tried to pounce on her. Cath then landed near them and fired three tranqs into the toad, making it stumble back as Elisa pulled her claw back.

"Talk about a bunch of punk frogs?" Elisa complained.

"Okay, 1; they're toads, not frogs! 2; they're not punks as they're not dressed properly! And 3; they're only monsters thanks to Bishop's fake alien invasion!" Cath snapped.

"I know that!" Elisa said, annoyed. "I just wish there was another way other than tranqing them in order to stop them!"

"Hey, somebody grab the tranq!" Mikey called, running past them from behind.

Both girls turned around as a toad pounced after Mikey, who then turned and jumped onto the track. The toad followed after him, as he landed on the other side of the track, then he turned and ran off, as the toad landed on the wall, right near Donnie. Donnie then wrapped his hoop around its neck as it tried to jump after Mikey, getting pulled along with it.

"Got him!" he grunted.

Leo jumped onto the track and stared at Donnie.

"AHHH!" he yelled, as the toad pulled him.

"Uh, Donnie, I think he's got you." Raph corrected.

"Don, be careful!" Cath called.

"Hang on, bro!" Mikey called, jumping onto the track. "Mikey's a coming!"

He ran along the track slightly, but then stopped when he heard a noise.

"Whoa!" he yelped.

He saw a train coming right down the tunnel, making him turn around and run away.

"Ah!" he said, as a toad landed in front of him, making him stop. "Uh!"

The toad stuck its tongue out and roared.

"Ah!" Mikey screamed. "Zoinks!"

Mikey turned and jumped towards Elisa, as the toad turned and followed him revealing it was the one Donnie had, as his hoop was now around its tail.

"AHH!" Donnie yelped, as he got dragged along the track.

Leo sliced the cable holding the hoop with his sword, then he pulled Donnie towards him, just before the train could hit him. They both cover their ear areas with their hands as the train passes by them.

Mikey and Elisa both turned to the toad monster, while Cath came out of nowhere and fired two tranqs into it, making it stumble slightly, before it fell to the floor.

"Thanks, Cath." Mikey said. "I owe you one."

"Don't mention it." Cath said.

They all turned to Leo and Donnie, just as the train fully went past them, making them lower their hands.

"Ah, good timing, Leo." Donnie said. "Thanks."

"I think that's enough monster hunting for one day." Leo said, helping him up.

"I won't argue there." Elisa said. "I'm sick of the sight of these toads."

"Right. Let's go." Leo said.

He and Donnie turned and jumped onto the other side of the track, then their four siblings jumped after them, as another train came down the track.


Meanwhile, a bird screeched while flying over Area 51.

Inside Bishop's base, Stockman was in a lab, along with Bishop, who stared at a small screen on a large green sphere water tank, as the words 'Stockman body transfer, all systems ready' popped up on it.

"Body transfer systems ready." a computer voice said.

"It's a rash mistake, Dr. Stockman." Bishop said, turning to him, who stood by a panel.

"Ah, Agent Bishop." he said, turning around. "I can only assume you're here to witness my genius at work."

He turned back around as Bishop approached him.

"I'm here to warn you one last time. It's foolish to go through with this." Bishop said, stopping.

"Please?" Stockman scoffed, turning around. "You're living proof that my body transplant procedure works. Why should I have to wait for my new body?"

"Why?" Bishop questioned, frowning as he approached him. "Because your genic miscalculations caused an outbreak in New York, that's turned the city into a cesspool of mutations."

"As if it wasn't one already." Stockman scoffed, folding his arms, referring to the Turtles, Leatherhead and Splinter.

He turned and pressed a button on the panel.

"This improved super-soldier accelerant..." he said, as a test tube with blue liquid came up from the panel. "...has made my new clone body far stronger and faster than initial tests suggested."

Bishop looked at the sphere, seeing Stockman's clone body inside, covered in water.

"Early genome and balances..." Stockman continued, putting the test tube in a hole in the sphere, which went down into it. "...were inevitable, but I've solved the problems, as I always do."

The hole went into the sphere, which then a hatch opened up at the back of it. Stockman approached the hatch, as Bishop approached him.

"Do what you will, Dr., but don't damage that brain of yours." Bishop advised, walking past him. "It is still of some use to me."

He turned and walked out of the lab, then the automatic door closed behind him.

"Maybe the dullard should try getting a brain of his own." Stockman frowned.

The chest of his armour body opened up, then it picked up the tank with his brain in.

"Now then, time to put myself to sleep, so I can wake up a new man." he said.

The body put the tank on a conveyor belt, which then moved the tank back into the sphere, which closed up. He sighed as his head hologram vanished, as the sphere machine powered up.

"Commencing cerebral transfer." the computer said.

Stockman's conscience moved from the tank towards his new clone body, which flinched, as he began to remember his childhood.

(Flashback)

A young Stockman was crouched on a chair over a kitchen sink.

"Ah." he sighed happily.

He played slightly with water in the sink, before he scouped a bunch of acidic liquid up with a beaker.

"Aha." he said, before he spilled a few drops. "Oops."

The liquid hit the empty half of the sink, melting slightly near a jar with a beetle in. Stockman picked it up and looked at the beetle closely, then he looked at the beaker. He was about to pour the liquid from it into the jar and onto the beetle, when he heard something.

"Huh?" he muttered.

He turned around to the door, as it opened up, and his mother came in with two grocery bags.

"Where's Mama's smart little boy?" she asked, closing the door, before putting the bags down.

She turned around to her son, hiding something behind her back.

"Mama!" Baxter said happily.

He jumped down from the chair and ran towards her, as she crouched down. They both hugged each other, then Mrs. Stockman kissed Baxter's cheek, giggling as they pulled apart.

"Hey, what's that behind your back?" Baxter asked, pointing behind her.

Mrs. Stockman pulled out a science kit box, with the words 'My first chemistry set' on.

"It's that science kit you've been wanting, baby doll." she said, as he took it. "A lot better than playing with those pots and pans."

"Will you play with me, Mama?" Baxter asked.

"Oh, I wish I could, honey, but Mama's gotta do a double-shift tonight." Mrs. Stockman explained.

Baxter closed his eyes sadly.

"Alright, baby, now you have fun." Mrs. Stockman said.

She got up and turned around.

"And remember, the sky's the limit for you, baby doll." she said, picking up the grocery bags. "The sky's the limit."

She walked off as Baxter approached the jar with the beetle in, which he then picked up. He got onto the kitchen bench, then opened up a window, before he held the jar out. He then turned it upside down, setting the beetle free onto a leave, which it then began to bite, as Baxter watched it, before it jumped off, making him smile.

(Flashback ends)

Stockman opened the eyes and mouth of his new body.

The floorboards beneath the sphere tank opened up, allowing the water inside the tank to come out and go down into them. The hatch then opened up, then Stockman fell out of it in his new body.

"Ah!" he yelped, landing on his knees.

He coughed slightly, before he sat up in his new body, which he looked at, with the cables still in him.

"At last, I'm back." he said, before ripping the cables out as he got up. "Baxter Stockman is back in the flesh! The superb mind, now housed within a superb body!"


Later, Stockman and Bishop were both walking together outside in the base.

"Oh, how I've missed having a physical body." Stockman said, stretching his arms. "The sites..." He sniffed the air. "...the smells, the sensation..."

They both stopped as a gust of wind blew past them.

"...of a cool breeze. I have goosebumps. Goosebumps!" Stockman said, happily, raising is arm up, before noticed it was crawling slightly. "Huh? Ah! AHH!"

It suddenly stopped, confusing him.

"The skin is just settling." he deduced. "Yes, that's all. Simple tissue acclamation."

He turned to Bishop, who didn't say anything, before they both turned and walked towards a hanger.


Later, Stockman sat behind a table in the lab, which had the leftovers of a chicken, a plate with small pieces of bacon on, two soda cans, and three apple cores, as he'd been eating. He burped as he leaned back slightly, his hands over his stomach.

"Ah." he sighed.

He picked up a mirror on the table and turned the chair around, staring at his reflection in the mirror.

"Baxter Stockman, you are beautiful." he said, touching his cheek.

He began to groan as a large spot popped out of his forehead.

"AH!" he moaned, before it vanished. "Huh?"

He turned the chair around and put the mirror on the table, chuckling slightly.

"It might be prudent to run one or two small tests." he decided.

He pressed a button on the panel and began to get to work.

A little later, he looked at a panel screen, which showed a diagram of his body, with beeps in four places - his head, both his arms, and left leg.

"Everything seems normal." he said, with cables attached to him. "Above normal."

He pressed a button on the panel.

"Perhaps I should check the monocular dosage levels of the super-soldier accelerant." he said, putting his hand on his chin.


Later, Stockman lay asleep in the chair, with his head and arms on the table, then quickly shot his head up as he heard a noise.

"Huh? Huh? Who's there?" he said frantically, looking around.

He turned to a door, which opened up, then saw a shadowy figure approaching him.

"Huh?" he muttered.

The figure came closer, and he saw it was his mother, who came towards him.

"I'm sorry, baby doll. I know you're working, but I just wanted to let you know how proud I am of you." she said, touching his cheek. "The sky's the limit for my Baxter."

Stockman closed his eyes happily.

"You sleep tight now, baby." Mrs. Stockman said.

She turned his chair around, then he put his head down over his arms, and fell asleep.

"Oh, and honey, do me a favour? Put something on that finger?" she asked.

(Reality)

Stockman lay asleep on the table, as he was dreaming everything.

"It looks infected."

Stockman woke up. "Mama?" he said lifting his head up.

He looked around, and realized he'd dreamt everything.

"Must be some neuro anaesthetic residue from the transference." he deduced, scratching the back of his head

He lifted his left hand up, and saw it was inflected, shocking him. His index finger then fell off, making him sweat with terror.

"Ah!" he gasped, getting up and backing away. "No! No! What's happening to me?!"

Over the next week, he began doing tests as his body fell apart piece by piece. On Monday, he looked at his patched up left hand, while holding two test tubes, shaking one, then did something similar on Tuesday. On Wednesday, he looked through a microscope at one of his fingers, while on Thursday, his cells inside him began to change. On Friday, he stood in the lab, dressed in a lab coat with only his right arm, staring at his left in a sphere tank of water.

"Huh?" he muttered.

He adjusted his glasses as he looked closer at his arm, as it began to fall apart. That afternoon, he hammered his arm back on, then soon put a blowtorch to his right arm.

On Saturday, with his body now almost completely fallen apart, he typed on a computer, then picked up a mirror. He looked at his reflection, seeing he'd become like Frankenstein, due to what had happened to his body, with his right leg being robotic.

"AHHH!" he screamed.

He dropped the mirror in horror, which shattered upon hitting the floor. He fell to his knees as he shuddered, putting his hands behind his head.

"This experiment is a catastrophe!" he exclaimed, slamming his fists on the floor.

He got up and touched his head, stumbling around.

"Uh! How could I have been so stupid!" he exclaimed.

He leaned on a table, then knocked over a beaker, smashing it.

"Why was I in such a rush? Why didn't I listen to Agent Bishop?" he questioned.

He ripped off his lab coat, showing his entire body was like Frankenstein.

"Why?" he roared. "Why am I a failure, my whole life? Oh, Mama, I started with such promise. Where did it all go wrong? Where?"

(Montage)

He began to think about everything that had happened in the past two and a half years. He thought of Shredder and the punishments he gave him, from losing his left eye, to being wheelchair bound with a metal left hand, then having his head stuck on a robot spider, then to being a brain in a water tank.

"The horrible degradation at the hands of the Shredder!"

He thought of Hun and the Purple Dragons, who stood with Two-Ton, Cliff, Ivan and Vince.

"His horrific thug, Hun! Or those..."

He thought of the Turtles.

"...despicable Turtles!"

He then thought of April.

"No, no! Before then, it was her! I trusted her and she betrayed me!"

He thought of the Turtles standing in the shadows, followed by April standing in front of them.

"She brought in..."

Raph kicks Stockman away in his metal armour body Chaplin gave him.

"...those Turtles and ruined everything!"

He thinks of his Mousers, as Elisa stabs one with her Kamas.

"My glorious Mousers failed because of her!"

He imagines April laughing evilly, before the Shredder's gauntlet pops up beside her.

"And that failure was what brought the Shredder's wrath upon me!"

(Montage ends)

He snapped his eyes open, April's face in them.

"Yes. Yes! She's responsible." he snarled. "She did this to me!"

He picked up the desk and threw it away, which smashed upon hitting a wall.

"And she is the one who will pay!" he vowed loudly.

Later, Stockman was outside in one of Bishop's helicopters, having knocked out the pilot, then he flew it up off the ground and away from the base, to find April.


Meanwhile, April and Casey were both in her apartment above her shop, sitting on the couch watching TV together, when someone knocked on the door. They both turned to it as it got banged on again.

"I'll get it." Casey said.

He got up and walked towards the door, which kept getting pounded on.

"Sheesh. I'm coming, I'm coming." he said.

He touched the door handle, when it got smashed open, knocking him down.

"Ah!" Casey moaned.

"Casey!" April gasped, getting up.

She crouched down near him to check on him, as he sat up, then they both saw Stockman coming in, holding a silenced pistol.

"Hello, Miss. O'Neil." he smirked, shocking April. "We have some catching up to do, back where this all started."

He aimed the pistol and fired a tranquiliser at her as she got up.

"Ah!" she yelped, as it hit her shoulder.

She pulled the dart out of her, but then passed out and fell to the floor.

"April?" Casey gasped, catching her.

He lay her down on her back, then he turned and charged at Stockman, who grabbed his fist as he tried to punch him.

"Ah!" Casey moaned, as Stockman banged him into a wall. "Uh!"

He fell down as Stockman approached April.

"Come, April, dear, you have a little appointment regarding retribution." he said, picking her up and putting her on his shoulder.

He turned around and walked off laughing.


In the Turtles new lair, the Turtles were all standing over a covered vehicle.

"So, what's the big surprise already?" Raph asked.

"Well, after months of work, I give you..." Donnie said, touching the cover, before throwing it off. "...the new Battle Shell."

The others stared at it, as it was shaped like a moving van, with the words 'Tortuga Bros Moving, since 1984' on the side and front.

"Where?" Mikey asked, as they gathered together. "Inside the moving van?"

"No, it is the moving van." Donnie explained, before turning around.

"Ah, bro I know you've been feeling under the weather lately but come on." Raph said, touching his shoulder.

"Yeah, I think I liked the old one better." Elisa said, folding her arms.

"Cath, did you know about this?" Mikey asked.

"Don't look at me." Cath said. "I've been a bit busy to help him."

"Gathering up medical supplies, I presume?" Leo guessed.

"Yeah." Cath said.

"Well, Don, I'm not convinced this is as good as the old Battle Shell." Elisa said, approaching him.

"Perhaps a small demonstration then." Donnie grinned, holding up the remote.

He pressed a button, then the side opened up, showing two missiles.

"Multi-function side panels..." he began.

The front of the van retracted itself out and upwards, showing a two-gunned cannon.

"...ion charged laser cannons..."

Part of the roof retracted, then a cannon rose up from it.

"...concussion blasters, plus..."

A satellite dish rose up behind the cannon.

"...a Command Center that's patched in with our computer mainframe, security systems and Shell-Cells." Donnie explained, turning around, before he heard a ringing beep from inside it. "Which, as you heard, rings perfectly."

"Yeah, we see that." Cath said.

Donnie turned and walked towards the door, then leaned in through the open window and pressed a button.

"Hello?" he said.

(April's apartment)

Casey held his phone to his ear while rubbing his head.

"Guys, it's Stockman. He's back, and he's taken April." he explained.

(The lair)

The Turtles all gasped at the news.

"Hang tight, Casey." Leo said. "We're on our way."

"Time to see what this new Battle Shell can do." Elisa said.

They all piled into it, then Donnie revved it up, and began racing it off down a tunnel.


Later, after picking up Casey, Donnie drove the new Battle Shell down a street, with Elisa sitting beside him, as the others looked at Casey, who clutched his left arm.

"Casey, what happened?" Cath asked.

"He just busted in. He knocked me out and when I woke up, they were gone." Casey explained. "All I remember is him saying something about going back to where this all started."

"Where it all started?" Raph questioned.

"Stocktronics." Leo realized.

(Elsewhere)

Stockman carried April towards their old work building, which was now boarded up slightly, with smashed windows all over.

"The lab where he and April first worked together." Leo said. "It has to be."

A little later, Stockman was in an elevator, which lead him to his old lab inside the building.

"Now, Miss. O'Neil, time for you to pay for what you've done." he said, pulling the door open, as the power had gone out years ago.

He pulled the right half open, then put his back to it to push open the other half, then he walked into the lab.

"You ruined my work for the Shredder! You brought those Turtles into my life. Because of you, I have been torn apart!" he snarled, approaching April's old computer desk. "Well, Miss. O'Neil, now it's your turn to go to pieces."

He grabbed two wires and put one into the desk, turning on some lights as he turned around.

"Ah. It's good to be home." he said, walking forward.

He then heard a coughing noise, making him hallucinate.

"Huh?" he muttered.

(His mind)

He saw his mother lying sick in a bed.

"Baxter." she said, coughing. "I'm sorry, baby doll. Mama's just worn out. I guess this old body just can't take it."

Stockman put April down.

"I so wanted to see you grow up and be a fine man." Mrs. Stockman sighed.

Baxter approached his mother, with her seeing him as a pre-teen.

"I did. Remember, the sky's the limit for you, boy." she said, as he crouched near her bed. "I...I...I love you, Baxter."

She held her hand up, but then it fell onto the cover, as she died.

"No, Mama!" Baxter cried, taking it. "Don't leave me? Mama? Mama!"

He cried as he put his head on her hand.

(Reality)

April woke up and sat up slightly, seeing Stockman holding a ruined wire, which he thought was his mother's hand.

"Mama!" he cried, before turning to her. "What? Ah."

He got up as April fell back slightly.

"Miss. O'Neil, I'm glad you're here early." he said, thinking back to when she worked for him, before his Mousers were destroyed. "We have a lot of work to do."

April looked confused by his behaviour.

"As you can see, the Mousers search and retrieval functions are all ingeniously controlled by a remote mother computer." Stockman explained, walking towards it.

April got up and crept towards the door he'd carried her through.

"But quite brilliant really. Oh." Stockman said, turning to her as he laughed, making her stop. "You flatter me, April."

April looked confused, as he saw her wearing her old lab coat, holding a clipboard.

"I like that." he said, as she backed away.

The door behind April opened up, then the Turtles and Casey all came in and approached her, spotting Stockman.

"Geez. Talk about a Frankenstein." Elisa said quietly.

"Sis, I won't argue there." Cath whispered. "It's like he gets worse every time we meet him."

"Let her go, Stockman!" Leo demanded.

"April?" Stockman said.

He blinked, then saw the Turtles and Casey around her, making him come to his senses.

"You... You betrayed me!" he said, outraged.

"Run, April!" Donnie said, as the Turtles took out their weapons.

"April, get outta here!" Cath said frantically.

April turned and ran off.

"No! She can't leave!" Stockman roared, getting her to stop and turn around. "I forbid it!"

April turned and ran off.

"You asked for it, Dr. Stockman-stein!" Mikey said, pointing at him.

Stockman growled as he approached Casey and the Turtles, who charged at him. He put his hands on the floor, then used his strength to pull up the floorboards, knocking them all away, Leo, Cath and Mikey to the left side of the room, the others the right.

"AHH!" they yelped.

They all hit the walls, then fell down, Raph, Mikey, Elisa and Casey onto the floorboard Stockman had pulled out.

"Don't interfere! She ruined my life, and she must pay!" Stockman roared.

He grabbed a table and threw it out of a window, smashing it as it did, before hitting the ground.

"April!" he roared, before he jumped out of the window. "April!"

April ran out of an alley, then stopped and turned back, before she spotted a nearby cable car moving towards the stand, then she ran towards the station.

Meanwhile, Casey and the Turtles all ran out of Stocktronics, stopping right near the helicopter Stockman had taken from Bishop's base.

"Which way did they go?" Casey said.

"We should split up." Mikey suggested.

"He's got a point." Elisa agreed. "We can cover more ground that way."

"No, better yet." Donnie said, approaching the helicopter. "Search from above."

The others all ran towards it, to commandeer it to find April.


Meanwhile, April was now in a cable car, moving away from the area. She sat down and sighed on a chair, then wiped some sweat from her forehead, before she heard a noise.

"Ah!" she yelped, falling slightly.

She turned around and looked out through the window, seeing Stockman traversing along the cable.

"NO!" she exclaimed.

Stockman kept traversing up the cable, as the cable car moved away slowly.

April moved to the back of it, before she fell over onto her back as it shook.

"AH!" she cried.

She looked up as a panel on the ceiling got pulled open, then Stockman poked his head into the cable car.

"Going somewhere, Miss. O'Neil?" he asked.

April gasped and screamed slightly, before Stockman pulled open part of the roof.

Just at that moment, Donnie and Leo flew the helicopter over a road, before they turned it and flew it towards the cable car.

"There!" Raph said, pointing at it.

"On the gondola." Mikey said.

"We gotta get there fast." Elisa said determined.

Donnie flew the helicopter towards the cable car.

Inside, April backed away as Stockman jumped down and landed inside of it, before she got up.

"Stay away from me, Dr. Stockman." she warned.

She spun around and kicked the side of his face, knocking his jaw off slightly, as the lower half dangled. He reattached it while turning to her, as she crouched down.

"You've been a very naughty girl." he said.

A light shined down on him from the hole. He turned and looked up, seeing the helicopter, as the door opened up, showing Casey in the doorway.

"I'm coming, April!" he called, before he jumped out of the door with a bungee cable. "Goongala!"

He dived down towards the cable car and landed on Stockman, making him wobble slightly.

"Uh!" Stockman moaned.

He lifted Casey up as Casey wrapped the end of the cable around him his chest. Stockman then lifted him up however and threw him away to the back of the cable car, hitting the window.

"Uh!" he moaned, hitting the floor.

He got to his knees and pulled on the cable, wrapping it tightly around Stockman, keeping him away from April.

"Ah!" Stockman grunted.

In the helicopter, Elisa, Raph and Mikey all stood by the cable as it tightened up. Mikey then put one of his Nunchucks around it, then he and Raph swung down the cable like a zip-line. Elisa crossed her Kamas over and then followed, then Leo brought out his swords and followed, Cath having taken his place as co-pilot.

They all landed between April and Stockman, who kept struggling to get free from the cable.

"April, are you okay?" Leo asked, putting his swords away.

"I am now." April said.

Elisa, Raph and Mikey all put their hands together in a boost position, as Leo helped April over him. His siblings their boosted her up out of the hole, then she back flipped and landed crouched down.

"Go, April! Climb!" Mikey said.

April turned around, just as Stockman snapped the cable, with the end going back up towards the helicopter. April climbed up a support holding the cable car, as Stockman knocked out the Turtles.

"Ah!" they moaned.

Stockman jumped out of the hole and climbed after April, before he grabbed her by the ankle.

"Ah!" she yelped.

"You'll not get away that easy, April!" Stockman said.

He threw her down towards the cable car, hitting its roof.

"AH!" she screamed.

Stockman jumped down and landed in front of her, as she began to move away.

"You have a date with a dissection table." he snarled.

"Hey, Doc!" Raph called, landing crouched down on Stockman's back. "How 'bout a second opinion?"

He back flipped off Stockman as April backed away, then Stockman got up. Leo and Elisa both jumped out of the front window, then landed near April, as Mikey jumped out from the side and landed near Raph. Mikey jumped and kicked Stockman's left arm, then Elisa jumped and kicked his right, before Leo jumped and kicked his chest twice, knocking him back. Raph got down on all fours, then made Stockman fall over his shell, knocking him away.

"Ah!" he moaned, before he landed near the entrance Raph had jumped from. "OH!"

He hung onto it, before Casey wrapped his arms around his legs and pulled him into the cable car.

"AH!" Stockman grunted.

Casey lay back and threw Stockman over her, then he got up and turned around, before he climbed out of the hole, then Raph and Mikey helped him out.

"Let's get outta here." Leo said.

"Lead the way, bro." Elisa said.

Stockman got up and jumped out of the hole, and saw the Turtles, Casey and April all on the support beam, with the Turtles climbing along the cable back to the helicopter.

"NOOOO!" he roared.

Casey helped April up, as Stockman climbed after them, then he growled and began to pull on the support, which he then pulled out.

"Ah!" April yelped, as she and Casey wobbled.

"April, hang on, babe?" Casey asked, before they both fell off.

"AH!" April screamed.

"NOOO!" Casey cried, holding onto the cable.

The helicopter flew away slightly, with Casey and the four Turtles holding onto it, as Cath turned to Donnie.

"Don, we lost April." she said. "We need to go back for her."

"Right." Donnie understood.

April hit the cable car on her back, as the support began to crack open. The cable car began to wobble as Stockman approached April and glared at her.

"Now, we can finally set things right." he hissed.

"Dr. Stockman, please don't do this?" April asked. "Can't you remember when your work helped people? When it was about the science. You were a brilliant man."

Stockman stopped and stared at her.

"The sky was the limit for you, Dr. Stockman!" April said.

"Mama?" Stockman said.

(His mind)

He saw his mother in April's place.

"The sky was the limit. You were such a good boy." she said. "You had so much potential."

Stockman looked horrified as he looked at himself.

"What happened to you, baby doll?" Mrs. Stockman asked.

(Reality)

"You were someone I admired." April said, getting up. "Someone I respected, and you can be again."

Stockman backed away.

"Mama, what have I done?" he asked, his hands over his ears.

One of the cable car's supports snapped open, making it wobble.

"Oh!" April and Stockman yelped.

It then stopped as April approached Stockman.

"Dr." she said, touching his arms.

(His mind)

Stockman saw his mother touching him.

"Baxter..." she said.

(Reality)

"...please?" April asked.

She fell onto her back as the cable cracked some more.

"Mama. Mama." Stockman said.

Casey swung down towards them on the cable.

"April!" he called.

"Mama... You've got to get off of here, Mama." Stockman said.

(His mind)

He approached his mother and picked her up.

"It's not safe." he said.

(Reality)

He lifted April up, then Casey lowered his arm down.

"Hurry, Mama." Stockman said, as April wrapped her arms around Casey's, then around his body. "Hurry! I love you, Mama!"

Casey and April looked at him confused.

"I-" he began.

The cable car support snapped completely, causing it and Stockman to fall towards the river below.

"AHHHH!" he screamed.

He and the cable car then hit the river and went beneath it.

April sighed and put her head on Casey's chest, as Casey shook his head. The cable then got reeled in towards the helicopter, then Leo and Elisa helped their friends onboard.

"Man, you think that's the end of Stockman?" Mikey asked.

"We've seen him come back from worse." Leo said. "Only time will tell."

"Leo's right." Elisa agreed, remembering all the times Stockman had cheated death. "He's survived a lot worse than that before, including getting blown up."

"Well, I say good riddance." Raph said, his arms folded. "That pyscho's given us nothing but grief ever since we met him."

"From destroying our first home, to helping the Shredder, and now helping Bishop with his work, you're right." Cath sighed, agreeingly.

"I don't know, guys." Donnie said. "He did give us this neat chopper...sort of. Now, if I can just find a place to park it."

He flew the helicopter off through the city, as everyone else wondered whether or not they'd seen the last of Baxter Stockman.