Better stand tall when they're calling you out
Don't bend, don't break, baby, don't back down...

'It's my Life', Bon Jovi.

&&&&&&&&

Casey swung his baseball bat at the nearest ninja, disarming him. A second swing dislocated the guys jaw and Casey smirked – but there were more of them pouring through the windows and he knew that he couldn't hold them off for long, not when his only back up consisted of a seriously injured mutant turtle and a woman who obviously had never been in a real fight in her life.

To hell with it. If he was going down, he was going down fighting.

He swung the bat in a wide arc, not really aiming for any ninja in particular but hoping to make them back off enough to make his next move. They ducked out of the way and a shuriken whizzed past his ear, only the force of the swing shifting his balance preventing him from losing an ear.

A kick knocked the bat out of his grip and he took a step back to avoid a blow, grabbing for a golf club as he did so.

"FORE!"

The club hit a ninja in the midriff and Casey took the moment to glance behind him, checking on Leo and April. April had dragged Leo toward the couch and the pair were using it and the wall as a meagre form of protection from the invaders. Leo was flat on his shell, not moving, not speaking and Casey fleetingly wondered if he was going to be alright – then he put his fears to the back of his mind as he was forced to fight for all their lives.

Where are those guys? I need a little help!

The guys...

Why had they let Leo live in the first place? Why all these ninja against one outmatched vigilante and an untrained woman? Why – unless the target wasn't the humans at all...

"DON!" shouted Casey, hoping the shell-cell was still transmitting from where ever April had dropped it and that the other turtles could still hear him. He raised his golf club to fend off a blow from a katana that cut deeply into the iron and for a second Casey thought it would cut right through and bury into his face. It didn't get that far, but there were no illusions how long his sports gear would last against the weapons the Foot carried.

Yanking the club away, taking the katana with it, Casey slammed it against the head of the ninja with a sickening crack, knocking the weakened portion into a 90 degree angle.

"GUYS, WATCH YOUR BACKS IT'S A TRAP!"

A smash from behind him distracted him momentarily from the ninjas. One of the Foot had got behind him somehow and advanced on April and Leo. If he thought they were easy targets he had just been proved wrong. April had grabbed a lamp, determined to protect Leo, slamming it full force into the ninjas face. Shards of heavy glass stuck through the mask and Casey had time to hope the bastard had lost an eye before a heavy blow to his side knocked him sideways, stumbling and fighting desperately to keep his feet. The golf club was torn from his grip and unarmed, he sidestepped a kick and reached to his golf bag for his rapidly dwindling supply of weapons.

They're holding back until the others get here – because we're not the targets. They might not have known I'd be here but somehow they knew that April would and her connection to the turtles. They found her out and dumped Leo here knowing she could bring the others right to them.

We're not the targets. We're the bait.

&&&&&&&&&&

"MOVE!"

Donnie cursed his imagination as he raced through the sewers, urging on his brothers even though he knew they were all going as fast as they could. His mind kept replaying April's scream, the sound of breaking glass, Casey's startled shout in the background – and worst of all, muffled thumps in the background, more things breaking. It sounded as if Leo had run into trouble and it had followed him back to April's.

Leo wouldn't go to April's if there was a chance he was being followed – some thing's going on, something bad...

In his hand he clutched the shell-cell, trying to keep it near enough to hear what was happening although running wasn't helping matters any. The brief snatches of sound weren't easing his mind either..

"Here." Raph skidded to a halt beside a ladder leading to a manhole, nimbly leaping up and shoving at the cover. Mikey followed close behind and Don took the moment to press the phone to the side of his head...

"DON!"

The shout made him pause. Casey, definitely, but he sounded distant, as if he were nowhere near the phone. And where was April – or Leo?

"GUYS WATCH YOUR BACKS! IT'S A TRAP!"

"Raph!" Don shouted up the ladder as the manhole cover moved, the usual stealth that the operation entailed absent in their hurry. "Casey says it's a trap!"

"We don't have a choice," growled Raph. "They're in trouble."

"And if Leo's there..." Mikey didn't finish the thought. He didn't have to. None of them were willing to wait and plan, even if it was a trap.

Raph jumped out of the sewers, Mikey behind, Don following, not bothering to replace the manhole cover, figuring they might need the escape. The antique shop was visible from their vantage point and even in the dark they could see the apartment windows were all broken and the silhouettes of numerous people.

"I don't see any Foot lying in wait," said Mikey in a low voice.

Raph glanced around. "But they're here. Somewhere."

"Hiding," added Don. "Waiting until we get into the apartment and there's less chance of escape."

Mikey stepped forward, his expression grim. "Let's get Leo out of there."

&&&&&&&&&&&&&&

A vicious kick to the midriff winded Casey and a moment later a blow to the back drove him to his knees. Gasping for breath, he tried to get back to his feet, glancing sideways at April and Leo. So far none of the Foot had attempted anything after April had driven away the first, as if they sensed their invulnerably and knew it was safe to wait. They were about out of time. The fight was over...

CRASH!

The door to the apartment gave way in a shower of splintered wood and a second later Raphael landed in the room, pissed and ready for a fight. The Foot all looked in his direction and started toward him. Raph narrowed his eyes and smirked evilly.

Unfortunately for the ninjas, their attention was solely focused on Raph so when the attack from the rear occurred, it took them precious seconds to work out what was happening. By then, Don and Mike had laid out several of the Foot, Raphael had jumped into the fray and was slicing anything that wore the mark of the Foot and Casey had just about recovered enough to snatch up a fallen bo staff and rejoin the fight.

Raph ducked a katana swipe from a Foot ninja and narrowed his eyes. "Mr Foot - meet Mr Fist!" A moment later, the ninja was flat on his back nursing a broken nose. But still more piled in and Raph was forced to give up on the quips, saving his breath for the fight ahead.

Mikey knocked a ninja aside with a nunchuck to the head and scanned the apartment quickly. Casey was shaken up but seemed mostly unhurt. He spied April peering out from behind the couch, holding someone in her arms that looked like...

"LEO!"

Flipping backward to avoid a katana, Mikey kicked the ninja attacking him in the face mid-flip and dived over to his brother, barely noticing April as he examined the damage to Leo. Although the skin was broken in places, most of the wounds were bruises rather than contusions, suggesting that once Leo had been subdued, the weapons had been put away.

He had been beaten within an inch of his life and thrown through the window of April's apartment to die.

"Donnie! Leo's hurt bad!"

Donatello looked over his shoulder at where Mikey was checking Leo. "Raph, cover me!"

"On it."

Ducking a hail of shuriken, Don knelt beside Leo and saw the extent of his injuries for the first time. He was barely aware of Mikey leaving them to join the fray, or of April's frightened gaze resting on him.

"Leo?"

Leonardo opened his eyes, focusing blearily on Donnie. "Don..."

For the first time ever, Don had no idea what to do. There was always a choice before. In the Foot headquarters there were other people he could call on for help, in other fights they had at least a chance, equal numbers and less opponents, no need to worry about the injured and unarmed. Even when they had left the Foot, there was a plan, he had been able to foresee the problems they might have and prepare for them. But now, there seemed to be nothing. The Foot surrounded them, there was no one to call for help, no back up plan, no hidden surprises. There was only the three of them, their injured brother and the two humans they had dragged into their mess.

"Leo, hush. We're gonna get you out of here bro."

"Donnie, look out!"

April's shout interrupted Don's contemplation and he turned in time to see a kama aimed at roughly neck height. He ducked, taking the ninjas feet from beneath him, the part of him that remained detached taking over and realising just how far things would have to go.

He saw Mikey whipping the nunchaku around wildly, taking out Foot ninja easily. Their ranks were thinning, but Don had no illusions as to the possibility that the fight was nearly over – there would be more now that the three turtles had taken the bait. Raph swept his arm in an upward arc, blood spattering up the wall as he opened a ninjas face to the bone before backing up to check on Leo. So intent was he on their fallen brother that he missed seeing the axe aiming for the back of his head. With a shout, Don flew at the ninja, a swing of his nagitana almost severing the guys head from his body.

Another first; Donatello had never killed before, not even in the heat of battle.

Raphael barely realised Don had made the save for him – again – as he approached where Leo lay in April's arms with something approaching dread. Before, he had been too caught up in the fight to notice much about Leo's condition but the closer he got, the more he realised how serious it was.

Forget this, I'm outta here.

Leo's last words before he left the lair and ran into trouble, angry because he had been arguing with Raphael...

This is all my fault, my fault that Leo got hurt, my fault that the Foot got the drop on us, all my fault...

"Raph!" Don used his nagitana as a shield against two Foot ninja but their strength was beginning to wear him down.

Raph barely heard, immobilised by anger and shame and fear, nothing existing outside of Leonardo and his injuries, not sure if his brother was even breathing.

"Gah!" Don let go of the nagitana, stepping backward and taking on the Foot unarmed. "Raph!"

Mikey sidestepped a Foot ninja and grabbed Raph's wrist, the sun and moon daggers hanging slackly from his hand. "Raphael! We can't do anything for him unless we get out of here and without your help, we're all going to die!"

Raph shook his head, the familiar anger surging through his veins and replacing the numb inertia that had been there, his eyes narrowing and hands gripping the daggers tightly. "No one's gonna die tonight except the Foot."

He turned and checked the apartment, assessing the situation. Immediately he knew they were in trouble. They were ridiculously outnumbered, trying to protect the injured, tiring while the Foot had chance to recover.

"We have to get out of here!" Don retrieved a baseball bat off the floor and used it to dispose of another Foot ninja.

"How?" Mikey slammed a ninja in the head, with a chuck. "Leo's always the one who comes up with a plan – so what are we supposed to do without a plan?"

"No time for a plan," snarled Raph, glancing over at the window.

"Why not?"

More Foot ninjas leapt through the windows and Mikey tightened his fists around his nunchucks, preparing to take them on.

"We need to leave now," announced Don. "Mikey, help April with Leo."

Mikey nodded, keeping his nunchucks in hand as he hurried over to Leo. The leader was conscious but barely; obviously struggling to keep awake. Mikey put Leo's arm over his shoulder, impressed by his brothers sheer force of will. April looped her arm around Leo's waist and helped Mikey guide him through the room.

"April..." Leo spoke weakly. "Leave me. Get away... if you can. This is our fight...our fate..."

"Not my fight?" April's voice was incredulous. "Look Leo, we're all family now. I could never run out on you. Let's go"

Mikey met her eyes and managed a tight, worried smile. In spite of the grim situation, he felt strangely happy that this human cared about them, enough to risk her own life and freedom to help.

"Mikey..." Leo's voice was quiet and even close to his brother, Mike had to strain to hear him. "He's back..."

"Who bro?"

"The... Shredder..."

Mikey froze, going cold. Visions of the Shredder's gauntlet ripping through his face overcame him, threatening to overwhelm his resolve. "No. No way. We were all there that night – we all saw you kill him!"

"He's back..." leo coughed weakly and sagged. Mikey tightened his grip on Leo, mind racing. It wasn't possible, of course it wasn't, but maybe someone else had decided to masquerade as Shredder – Karai perhaps. Under that armour, it could have been anyone.

No way could it be the real Shredder – but Leo obviously thought it was.

Across the room, Don was knocked off his feet by a flying kick from a ninja. He landed flat on his shell and his hand brushed against something metallic, the remnants of a golf club with the end sliced off. As the ninja leapt in for the kill, Don swung the club upwards, the end punching through the ninjas stomach and the momentum forcing out of the back. Donnie tried not to gag as blood sprayed over him and he forced the club and its grisly attachment aside. Sitting up, he noticed a baseball bat, another of Casey's weapons, close at hand and grabbed it. His nagitana was nowhere in sight.

Casey swung the bo at another ninja, covering Donnie as he got to his feet. "Hey Don, do you a swap?"

"Here," said Donnie, giving Casey the bat and taking the bo instead. It was weird to be holding something that was not his normal weapon but knew his nagitana training meant he was better at it than he would be with the bat and that Casey relied more on strength than style. He swung the bo around, disabling three Foot ninja who had been advancing.

Mikey, April and Leo made it to the door of the apartment and Mikey leaned forward, still supporting his injured brother, and opened it just a crack. Immediately it was thrown open from the other side and Mikey had no time to react before a fist slammed him in the face and he fell, almost taking Leo and April with him. Hun stood in the doorway, his huge frame blocking it totally, grinning and cracking his knuckles.

Leonardo might have been injured, but he was still fast. He kicked out, knocking the door closed and shoved April aside, stumbling and almost falling in the process. A second later, the door was knocked off its hinges as Hun forced his way in.

Raphael saw what was happening and leapt away from the melee he was involved in, aiming straight for Hun. At one time the two had been friends, or as close to it as their individual loyalties would allow, but Raph had no illusions as to how that history would play out now. They were enemies now and forever and Hun wouldn't even blink at killing them, wouldn't feel regret or shame.

Hun glanced up too late to save himself from the kick Raph was aiming straight for his head. The force of the blow made him stagger backwards and he tripped over the edge of the carpet, falling half-in, half-out of the door. Raph glanced over at Leo, who was letting April support him and went over to where Mikey was trying to regain his senses.

"OK bro?"

"I'll live," said Mikey and then wished he hadn't. The way the fight was going and the state Leo was in, who knew if they were going to survive? "Raph – Leo says the Shredder's back."

"No way. We all saw what happened at Foot Headquarters."

"I know, but... what if it's Karai?"

Raph nodded. "Great. Just what we need. Psycho bitch out for revenge. We'll worry about it later."

Mikey glanced behind his brother and Raph turned and lashed out with a sun and moon dagger, almost decapitating the Foot ninja who had tried the sneak attack. "DON! CASEY! MOVE IT!"

Mikey jumped to his feet and knocked Hun flying as the behemoth tried to get to his feet. Hun crashed through the bannister support and there was a yell, cut off abruptly by a crash. "Ladies and gentlemen, run, do not walk, to the nearest exit!"

Glancing through the door to the apartment, Mikey saw no one lying in wait for them and indicated to April to guide Leo through. He wasn't reassured though. He knew the only exit was through the shop and he doubted it would be unguarded.

And what Leo said about the Shredder...

Forcing the thought away, Mikey paused for a moment to ensure that April was helping Leo out of the apartment and decided it might be wise to check the stairs leading to the shop. Don and Raph were better fighters than the Foot ninja but they were being gradually worn down by the numbers. It seemed as if every time they put down one ninja, three more took his place.

The stairway was dark and quiet and Mikey had to force himself not to get too hopeful. This was no attack of opportunity – it had been planned. Leo had been returned to them not out of some warped compassion but to demoralise them, hurt their spirits. And it had worked.

Fending off an attack by a Foot ninja, Don glanced around and saw April and Leo leaving, Raph poised to defend them against any attacks from the apartment. Turning, he ran toward the door and out of the corner of his eye noticed Casey follow suit. The three made it to the door but Don realised at once there was going to be a problem. The Foot weren't about to let them leave that easily.

Raph had forced his guilt over Leo aside. There would be time for recriminations later – if there was a later. For the moment, with Fearless incapacitated, he took charge. "Donnie, go after Mikey and Leo. Hun's down there too, watch out."

"On it." Raph vanished, leaving Don and Casey to try to keep the Foot away from the rest of their family.

At the bottom of the stairs, Mikey paused for a moment. The unmoving figure of Hun was lying where he had fallen, the splintered remnants of a table beneath him. Taking a deep breath, he nudged open the door to the shop and looked around.

It's quiet,he thought suspiciously, a part of his brain adding, maybe TOO quiet.

On a first glance, it seemed as if the place was empty... but then he saw the group in the corner and he narrowed his eyes. The Foot Elite. Shredder's best warriors, the group whom the turtles had one day hoped to join – until Splinter opened their eyes. The closest saw Mike and raised his spear threateningly.

There was only one thing to say – something he'd wanted to say for years.

"Nice hats!"

And with that he slammed the door closed and headed back up the stairs. Don had nimbly made his way past the much slower Leo and April and met Mike on the third riser.

"Wrong way Mikey!"

"Wrong way my foot! OK, poor choice of words. Major ambush down there!"

"We don't have a choice, they're pouring in through the windows upstairs!"

He pushed his way past Mikey, who tried to stop him in vain. Don threw open the door and raced into the room, weapons at the ready, expecting the whole shop to be full, but the sight of the Elite was somehow worse.

"Nice hats," he said with what he hoped was a placating smile.

Without warning, one of the Elite threw an axe straight at him. He leapt backward out of its way, only to hear it whistling through the air as it somehow curved and came back at him. He threw himself aside, the tip of the axe slicing a cut into his arm and he stumbled, his shell colliding with the wall and causing him to lose his feet. Another Elite hurled a spear straight at his head. Don gasped as he saw the projectile heading his way. At the last second, years of ninja training under the Shredder's tutelage saved his life and at the last second he moved his head, the spear embedding itself into the wall maybe an inch away from him. Ducking under it and toward the door, he yelled, "RAPHIE! We got trouble down here!"

Raph hadn't heard Don use the nickname in years save for a joke and he took it as a bad sign. That and the obvious panic in Don's voice. Unfortunately, he was in no position to go and help his brothers out. He and Casey had got through the door but the Foot had the same idea and holding them back was becoming more and more difficult. The only plus point that Raph could see was that there seemed to be no more coming in through the windows. And all that meant was that their escape from the apartment had not gone unnoticed from the outside and instead their only way out of the shop and to possible safety would be where they attacked next.

"Like I don't got trouble up here!"

Two foot ninjas came at him with katana drawn, two apiece. He'd faced worse odds but not usually when he'd already fought off a ton of ninja. The only time even close to this battle had been escaping the Foot in the first place and that time, they had surprise and a plan. He used his daggers defensively, kicking the ninja aside and hoping their falls would disable others.

"Raph! Casey!" April's voice this time. "The guys ran into something bad in the shop!"

"Hey, I got my hands full up here!"

"I got it Raph!" Casey was growling, blue eyes cold, showing no mercy to the Foot ninja attacking – and obviously having the time of his life.

"Case, you can't take all of 'em!"

"Watch me." Casey swung the bat he was holding at an approaching ninja and it connected with his arm, a crack and a scream indicating that something was broken. Raph nodded, letting concern for his brothers win over. There would be few ninja through the upstairs now. Instead, it would be the exit they were guarding.

Why do I feel like we're being herded to the shop, like lambs to the slaughter?

But they didn't have much of a choice. Raph raced down the stairs, vaulting over Leo and April and noting that at least Leo was on his feet, if resting heavily on April, entering the shop and pausing as he saw the Elite. Not so long ago all the turtles had wanted to become an Elite, to be one of Oruku Saki's chosen few and now he wanted to tell them how scummy and dishonourable they were for pulling a sneak attack such as this one...

"Nice hats."

OK, so it wasn't the best insult he'd ever come up with.

"We thought so too," said Mikey.

"Say what you will about the Foot, but they do not skimp on the head gear!" Don smirked, the quips having the desired effect on the Elite as they advanced as one. Saki had always discouraged flippancy in battle and he devoutly hoped the Elite would be distracted by it.

From upstairs came the sound of fierce fighting as Casey took on the remaining Foot ninja. There may be less of them but he was still heavily outnumbered and fatigued by the earlier assaults. He dodged an attack and smashed the bat into the retreating ninjas back, slamming him through the bannister and onto the floor below, but a kick from another knocked the bat from his hands and sent him stumbling dangerously close to the edge...

"Casey?"

April!

In the melee, he had almost forgotten she was still there, unarmed, no fighter, trying to protect the wounded Leo. If he didn't get rid of the Foot ninja, she would be their next target as they headed to the turtles and then Leo would be easy pickings.

Not as long as I'm breathing.

He grabbed the splintered remains of the bannister and broke off a long piece of wood, using it as a club when the ninjas attacked, renewed by the reminder that he was the only thing between the Foot and his defenceless friends.

"Casey, he's getting worse!"

"Don't worry babe," yelled back Casey, taking out another ninja by breaking the wood across his head and snatching up his fallen foes sword. "We're getting outta here!"

"Don't call me babe!"

Raphael smirked at the advancing Foot Elite, spinning his sun and moon daggers until they were just a blur. "We gonna do this or what?"

The opposing sides ran at each other. At first, it seemed as if the turtles would gain the upper hand easily as Don knocked down two Elite, but Raph found himself on the wrong side of a kick and flew backward, forcing Don and Mike to duck so he wouldn't take them with him. He hit the door and groaned, rubbing the back of his head. A second later, Don slammed into the wall nearby. Mikey managed to buy them time enough to recover, using his natural agility to avoid Elite attacks and sending one hurtling into a nearby display case.

Don regained his feet and found himself battling against the Elite with the spear that had nearly been embedded in his skull earlier, wielding his newfound bo with some inexperience but managing to hold up well enough. Dodging the attacks, he winced as the several of the items April sold were knocked to the floor, the more delicate ones smashing. He knew how hard she had worked to re-open the place, how she had hoped to rebuild her life after she had nearly lost it at the hands of Stockman and instead her helping them out had brought this on her head.

"Hey! Try not to wreck the shop!"

The Elite ignored the command, trying to use the spear as a club. Don blocked the blow with his bo and a sweeping kick took the Elite down. "At least – try not to wreck it too badly!"

Raph leapt backward, finding himself shell-to-shell with Mikey as more Elite advanced on them. "I just – need to – catch my breath," he said, painfully aware of how tired he was becoming. They needed to get away but even if they got past the Elite, there was no doubt some other little nasty surprise awaiting them.

He was beginning to realise why Leo had wanted them to wait and plan.

Mikey had no chance to reply as the Elite aimed a punch at him and he neatly stepped out of the way, a hard swing of his nunchaku putting the Elite down – but another was there immediately, forcing Mikey backward to avoid the weapon. He rolled backward over a display counter and took temporary refuge behind a suit of armour – very temporary as the Elite sliced it up in less than three seconds. A forceful hit to the plastron knocked him to the floor, winded and as he looked up, he could see the Elite above him, about to deliver the killing blow...

"Uh-oh."

The bo was knocked from Don's grasp and as he watched it arc through the air, he saw Mikey roll onto his shell, still disoriented, apparently about to be stabbed by the Elite. With a yell, he grabbed the Elite he had been fighting and threw him at the one about to kill Mikey, sending them both into a tangled heap in a corner. Mikey grabbed the bo and stood, he and Don both watching the pair – but a cloud of mist rose up around them and they both vanished. Don and Mikey gasped as the same mist appeared again in the space between them and they had enough presence of mind to back away before the pair of Elite reappeared.

"Did you know they could do that?" asked Mikey accusingly, handing the bo back to Don.

"How would I know they could do that?"

Upstairs, Casey whooped in triumph as the last Foot ninja went down. He was bruised, battered, bleeding – and victorious! Oh yeah! He opened a can of whoop-ass on those pyjama wearing freaks!

But by the sound of it, there were more bad guys waiting. He made his way down the stairs, retrieving the bat he had lost. April was waiting on the bottom riser, Leo leaning heavily on her. She had been right, he did look worse.

"We're gonna get you outta here Leo," he said, to zero response from the turtle. He and April exchanged worried looks before Casey was distracted by a yell – it sounded like Mikey – and a thud, making him hurry to the action.

Faintly she heard his voice drifting in from the shop. "Whoa, nice hats!"

April walked Leo closer to the door to the shop, fear gnawing at her. Not just the invaders into her home, but the terrible truth that Leo, who had always seemed so strong and focused didn't seem aware of his surroundings. He was awake enough to take steps when she moved but couldn't support his own weight and his eyes were most of the way closed.

A bright spark of anger burned in her. These thugs had broken into her home, badly injured her friend who wasn't even out of his teens and even now were destroying the shop she had put all her hopes on after her last job had gone so horribly wrong in an attempt to kill the rest of her friends – her family.

And there was nothing she could do about it.

So focused was she on leading Leo to the shop, hoping beyond hope that the guys had created a path to the door, that she didn't notice the figure in the shadows until it had crept up on them. She started, for a moment thinking it was the hulk called Hun – but no, it was a woman, slightly taller than herself, Japanese features composed and calm.

It didn't make April feel any easier. Anyone remaining calm in this mess had to be an enemy. And the symbol of the Foot on her clothes was a dead giveaway too. But it was the look in her eyes more than anything – she had never seen a colder glare than the one the Japanese woman's face.

But she didn't seem in the slightest bit interested in April, addressing the injured turtle instead. "You knew it would come to this Leonardo."

Her voice seemed to rouse Leo into semi-conciousness. "K-Karai..."

"We swore an oath of loyalty to the Foot and you betrayed us."

"I could not... be loyal to a Sensei... with no honour."

"You dare speak to me of honour?" Karai gave Leo a scornful glare but made no move to strike. "You, who betrayed our Master, who attempted to slay him with a cowardly attack?"

"We were outnumbered by... dozens to one. Who's the coward?"

"You owe everything to him. He gave you everything."

"He stole our lives!"

"Not yet."

Faster than April couldn't comprehend, Karai stepped forward and shoving the other woman aside, served Leo a vicious roundhouse kick to the plastron that lifted him off his feet and hurtled him into the shop. From within, she heard a crash as Leo collided with something unyielding and Raph's voice, shouting his brothers name.

April had fallen to the floor when Karai shoved her. Glancing up at the Japanese woman, she thought she could see some expression on her face as she gazed after Leonardo. Whatever it had been – satisfaction? Regret? - it was gone in moments, the cold harsh look returning again.

Clenching her fists, feeling her sensibly short nails digging into her palm, April slowly rose. "Why did you do that? He's injured!"

"Better that he and his brothers be together at their end."

"Leo was right. You, your Master, your entire clan – you're all cowards!"

"If you cannot guard your tongue, I shall gladly cut it out for you."

"You bitch!" April's anger finally got the better of her as she dived at Karai, common sense temporarily deserting her.

It was no contest. Karai had been trained in ninjitsu since she was a child, had led a branch of the Foot at a young age. April hadn't been in a fight since second grade when Cindy Whittaker called her fart-breath. Karai easily side-stepped April and delivered a kick to her ribs that immediately snapped one, following it up with a nasty punch to the face before April even had the chance to fall.

Crumpling to her knees, April gasped for breath. Karai stared down at her dispassionately. "You should not have gotten involved with this matter. I suggest you leave, while you can."

"I will not abandon my family," retorted April through gritted teeth.

"Brave words. Allow me to remind you that once, I believed the turtles to be a part of my family also. And they betrayed us."

Without a further glance at April, Karai turned and headed up the stairs. In too much pain to think much of it, April forced herself to take shallow breaths. At least one rib broken for sure and her left cheek was going to bruise, she didn't need to see it to realise. But she would get better, assuming any of them lived through this nightmare. The important thing now was to get to the others and get out.

She forced herself to her feet and to slowly make her way into the shop.

Raphael had been fighting for his life when he heard Leo yell and a moment later, the crunch behind him. He turned to find Leo lying behind him, evidently having just been thrown through the air with enough momentum to hit the pole in the centre of the shop.

"LEO!"

Ignoring the brawl for a moment, Raph hooked his arms under Leo's armpits, trying to guide him away from danger, but Leo wasn't responding, consciousness deserted him. Raph could feel the ugly reality of the future trying to force its way on the frantic urgency of the present...

Even if we make it outta here alive, Leo might not make it.

NO! He HAS to!

At that moment, all Raph wanted to do was to tell his brother he was sorry, he hadn't thought he would push him that far, he wanted to take it back... but he didn't even have a chance to get his brother to safety before the Elite struck again and Raph was forced to ditch Leo on the floor in order to defend them both. He managed to force them away, aided by Mikey and Don who came to his aid and to check on their wounded brother.

The Elite ceased their attack suddenly and Raph took the opportunity to check on Leo, hearing the faint moan as Fearless Leader regained some of his senses. Don and Mikey stood at their side, ready to fend off the Foot – but the attack never came. Instead the door to the shop was kicked off its hinges as the Elite vanished from their places, reappearing in groups beside the entrance. The four turtles stared at the door as the newcomer entered.

The Shredder.

Raphael stared. "Oh crud."

"It's really him," whispered Mikey. "Like Leo said..."

Don glanced at Mikey, who was gazing at Shredder with wide eyes, the scars on his face briefly illuminated in a flash of lightning. Please don't lose it now Mikey, please...

"It can't be Shredder," Don said, hating to hear the way his voice sounded so uncertain. "We saw Leo stab him!"

"It... it is him." Leo's voice was hoarse but no less insistent.

The Shredder stepped further over the threshold. "No one opposes the Shredder. And now I will have my revenge for our last encounter! Say farewell to each other – while you still can."

"Guys, I say we shred his butt one last time," said Raph, spinning his daggers. "For Leo. You with me?"

"Til the end," said Don.

"Which hopefully isn't going to be any time soon, right?" Mikey's voice was uncertain, worried.

Raphael leapt at Shredder, who easily sidestepped a potentially lethal swipe of his daggers and sliced upward with his gauntlet, to late for Raph to avoid. The claws punctured his flash, two deep wounds appearing in his left arm. Gasping in pain, Raph left himself open to a left hook to the beak that knocked him to the floor.

Don jumped in a split second later, driving the bo downwards with what he hoped would be crushing force. Shredder ducked, caught the end of the bo and kicked Don in the plastron all in one fluid movement. Don flew backward, hitting the same pole that his Leonardo had been kicked into.

Shredder looked around just in time to see Mikey coming in low and fast. Swinging the bo around, he caught the nunchaku before it could hit him, momentarily bringing him and Michelangelo face to face.

"You realise turtle, that it was your actions that led to this chain of events. Your betrayal of me that led your brothers to their demise."

Mikey narrowed his eyes. "I'm not gonna let you hurt my brothers!"

Shoving the Shredder away, Mikey deflected the bo with the chain of his nunchucks, fiercely determined. The last time they had faced the Foot, he had already been so badly hurt that he hadn't been able to do anything but watch helplessly as his brothers defended him. This time he was the only one still standing and there was no way he was going to let Shredder hurt his brothers any further.

But the Shredder was good – too damn good. Mikey had no chance for an offence, too busy defending himself, being forced to back up. The Elite had rejoined the fray and Casey was struggling to hold them off. Don had managed to get back to his feet and begin fighting again, but he was much slower than before and weaponless too. Mikey could see Raph lying behind the Shredder, blood spilling from the wound on his arm, murder in his eyes as he grit his teeth and managed to sit up.

The Shredder again struck with the bo and Mikey blocked, but this time Shredder twisted the bo and the nunchuck flew from Mikey's grip. Before he could grab for the other, a low sweep knocked him from his feet. The Shredder discarded the bo and raised his claw, Mikey putting up his arm in an ineffectual attempt to deflect the strike and wondering if it would hurt as much as the first time...

And the Shredder was knocked aside as Raph attacked with a flying kick. Mikey scrambled to his feet and shot his brother a worried look. Raph was on his feet and fighting true, but he sure didn't look good.

The Shredder crashed backward into a display case and rose slowly, evidently uninjured. He flew forward, not holding back, flooring Raph and Mikey quickly. Raph fought to get to his knees, but his head was swimming and his vision blurred. They were losing.

Don and Casey battled the Foot, but close to exhaustion and heavily outnumbered, they found themselves being beaten down. A nunchuck to the head felled Casey, who landed heavily, stunned. Don punched the ninja in the face, both gratified and nauseated to hear bones breaking, but as soon as he turned around he was greeted by a metallic blur and a kick knocked him half way across the shop, landing near Mikey and Raph.

The Shredder paused for a moment and removed his helmet. Any doubt left in the turtles minds that this Shredder was impersonating Saki was removed as the visage of their former Sensei was revealed, his face showing no emotion at all. "You see me as I really am and it will be the last thing you will ever see. Now none of you will leave here alive!"

Raph blinked, trying to clear his vision. Don and Mikey lay behind him, Leo off to his left. April was clinging to Leo, staring at the Shredder through wide eyes and Casey was rubbing his head, groaning, still not getting up.

The fight was lost. And as the Shredder replaced his helmet and sliced down, lightning reflecting off the claws, Raph knew he was going to be the first to die...

"NOOOOOO!"

The Shredder was knocked sideways as he recieved a powerful kick. He staggered for a moment, then a roundhouse kick hit him in the abdomen and sent him crashing through a display of figurines.

The newcomer glanced at the injured turtles and shook his head. "Kids. Always running off somewhere."

Raphael wondered if his vision was still off. "Splinter?"

There was no time for Splinter to respond as the Foot ninja attacked the rat, apparently contemptuous of the abilities of one four-foot mutant. Several seemingly effortless swings of a walking stick later and the ninja were laid out on the floor, groaning.

Don got up, going over to Raph to help him to his feet. "Splinter? How did you know we'd be here?"

"Call it trusting your gut," replied Splinter, catching an arrow flying toward his head in mid-air without even seeming to look at it and snapping the projectile in half. A further leap, a spinning kick and several of the Elite were laid out.

Mikey ran back into the fray, the sudden appearance of Splinter giving all three turtles able to fight more hope. Don rushed forward, deftly leapt over an attacking Elite and retrieved the bo Shredder had dropped. There were other weapons around, but he had gotten attached to the staff. Raph gripped both his daggers tightly, hurt but not willing to give up fighting, taking a long sideways look at the battling Splinter. He couldn't quite believe that the old rat had come here, risked himself to help them. The last time he had fought by their side he had good reason to, the only way he would ever escape Foot headquarters. This time, he could have stayed well away from the fight, gone back underground and been safe – but he had saved all their lives. For the moment at least.

The fight continued, with severe blows being dealt to both sides. Shredder rose, his gaze falling on Splinter. The rat sensed the blow the instant before it fell and moved, the claws catching Splinter's ear and cutting deep. With a hiss of pain Splinter lashed out at the Shredder, who parried the attack and aimed a punch, missing as Splinter leapt aside. The rat wasn't as tired as the turtles and was desperately trying to think. There seemed to be no way out of this nightmare. They couldn't overcome the numbers against them and the only exit was blocked. And as for their own...

Leonardo was down, seemingly not moving. Raphael was bleeding heavily from the arm, his beak an ugly mess of bruises. Donatello and Michelangelo were nursing their own less serious injuries but obviously fatigued. Casey was up again, not the fighter that the turtles were but making up for it in genuine desire to avenge this attack on them. And April was watching over Leonardo with injuries of her own. Someone had to have noticed the ruckus and soon the authorities would arrive.

Splinter suspected they wouldn't be able to fight their way out of this one.

The rat wasn't the only one who had noticed April guarding over Leo. Hun, having regained his senses since the fall, smashed through the door and glared around the shop. The crash went unnoticed in the brawl and Hun made as if to go for the nearest fight – then stopped, a malicious smirk spreading across his face. The turtles should have been defeated long since but the only thing keeping them going was determination. A blow to their morale should put an end to that...

April looked up as the shadow fell over her, face paling as she saw the huge man grinning down at her. For a second, she considered trying to run, get the hell away – but instead, she tightened her grip on Leo and tried to look threatening.

"You want him? You have to deal with me first!"

Oh yeah O'Neil, I bet he's shaking in his shoes.

"That's the idea," he growled, cracking his knuckles. "These green freaks have great affection for you. Losing you should take the fight out of them."

April flinched back, closing her eyes in anticipation of a punch...

Which never came. Opening her eyes again, she saw Hun's fist still raised but his attention wasn't on her. Casey had caught the fist and the pair were having a stand off.

"Hun," snarled Casey, raising his bat with his free arm. "Never threaten HER!"

Swinging the bat, he hit Hun with a blow that spun the behemoth 360 degrees, following up with a slug he put all his power in. It connected with the back of Hun's head and the skin spilt, the man knocked into a group of approaching Foot ninja.

April smiled slightly. "Casey, I – I..."

"Yeah, well, uh..." Casey tried for nonchalance. Jeez, this awkward moment was much worse than fighting the Foot. "Whatta day, huh? Well, gotta run!"

And he entered the fray again, cursing himself for sounding so lame.

For a moment April forgot about the danger she was in as she stared after Casey, who had just saved her life... and then was jolted back to the present as Leo stirred, trying to get to his feet.

"Leo, no!"

"I have to! They need my – my..." He stumbled and April caught him, grimacing as the movement put pressure on her injured rib. Leo couldn't keep standing and slumped to his knees, April trying to steady him. She sensed rather than heard the person approaching them and looked up, hoping it wasn't Hun back to finish the job Casey had stopped him from doing.

It wasn't. It was worse.

For Leo, it was as if time slowed down. His former Sensei towered above him, right arm raised, poised to strike. Distantly, he heard Mikey shouting his name and wondered if this was how his brother felt the moment before the Shredder maimed him. But Mikey had lived through that day. Leo couldn't move, couldn't fight back, couldn't escape...

"NOOOOO!"

Splinter leapt at the Shredder, giving two massive kicks which barely moved the man backwards. The rat was enraged. Trying to wear them down through sheer numbers, wound their spirits, strike fear into them and now this.

"You strike a wounded warrior! You have no honour!"

"I fight to win."

Shredder lashed out with his gauntlet, Splinter deftly dodging the blows. But the Shredder was relentless and a metal laced punch caught Splinter in the chest before a roundhouse kick caught him a moment later. There was the audible snap of bone and Splinter sagged against a valuable Queen Anne dresser, barely moving aside in time as the Shredder obliterated it.

Leo watched with helpless anger as Splinter almost fell trying to get out of the way. He suspected the mutant had a broken leg, meaning it would be difficult if not impossible for him to defend himself, let alone the rest of them. As Shredder walked toward Splinter, apparently intended to deliver the killing blow, Leo felt the determination that had always seen him through rising up and ignoring his injuries, scrambled to his feet and ran forward. There was a bookcase beside where the Shredder and Splinter faced off and his shout of defiance alerted the rat to his approach. Splinter leapt backward, pushing off his good leg, getting out of the way. Shredder was too slow and the bookcase crashed on him, burying him under the solid timber that had been used in the days before flat packing was the norm. Rebounding from the force of the shove, Leo let himself fall backward, part of him aware that April had caught him before everything went dark and he finally succumbed to unconsciousness.

Splinter felt his anger dissipate as he realised that his son, whom he had thought wanted little or nothing to do with him, had just sacrificed the last f his strength to save him.

"Leonardo..."

Looking around, Splinter took stock of the situation. The Elite and the Foot ninjas were still in front of the door in great numbers. Michelangelo was surrounded by the Foot, weariness evident in his face but still battling, trying to force a path to freedom. Donatello took a kick to the midriff that knocked him backward, the Foot upon him almost before he had time to rise. Raphael was barely on his feet, slashing at the ninja with his daggers but the lack of strength was evident, blood caking most of the left side of his body. Casey was trying to back him up, but got caught up in a brawl with one ninja that meant he couldn't help when Raph was punched in his already injured beak and knocked across the room.

"No," growled Splinter. "I will not allow you to destroy my family again Oruku Saki."

Raising his voice, he yelled, "RETREAT!"

"That's... great," said Raph, using the wall to help him back to his feet. "But where to?"

Splinter half-hopped, half-limped over to where April was tending to Leonardo, hoping she might be able to help. It was her shop after all. April furrowed her brow, then recalled the only place that might be strong enough to keep them safe.

"Back there!"

"You got it." Mikey leapt over there and yanked open the heavy door. There was enough room for all of them in the room beyond. Running back, he hooked an arm around Raph, leading him to the storage area. "Everybody in here! We can hold them off!"

Letting go of Raph, Mikey raced into the shop, noticing that Don and Casey were holding back the Foot while Splinter and April were trying to drag Leo backwards, neither of them having much luck thanks to their own wounds. He waved them aside, grabbed Leo and got him into the closet himself, Splinter and April following. As soon as Mikey reappeared at the door, Don and Casey fled from the brawl and took refuge with the others. Mike barely waited for them to get in before grabbing the door handle, seeing in the shop the rubble that had been a bookcase erupt and the Shredder burst out. For a moment their eyes met and he felt his courage trying to desert him. Even from this distance, with the helmet in the way, he could sense the malice in them. Gripping the handle so hard his knuckles paled, Mikey dragged the door shut as the Foot ninja stormed toward him, weapons raised. For a heart stopping second he thought he wouldn't make it in time – then the door was closed and they were safe.

For now.

Don took stock of their situation. Himself, Mikey and Casey were battered and worn, but still standing at least, although Casey seemed disoriented, Mikey was bleeding from a number of shallow cuts and he didn't dare to look down and see how badly off he was. April's breathing was rapid and shallow and the side of her face was turning purple. Splinter could barely use his left leg at all and the fur on the side of his head was matted with blood. Raphael too was covered in blood, leaning against a wall and trying to stem the flow with his other hand, his face looking like it had been used for a punching bag. And Leo had lost consciousness and Don was scared to look at him too closely. The last thing he needed now was to succumb to terror.

The room they were in was small, a single bulb illuminating their surroundings, mostly antiques that needed some repair or restoration. There was no other exit save for the one they had entered through.

"Well this is great," he said bitterly. "Small, dark and no way out. Perfect for making a last stand."

"It's a walk in cooler," said April, hanging onto Leo possessively. There was no immediate need to keep him protected, not while the Foot were out there and they were within, but she knew they were still in danger and couldn't bring herself to relinquish her self appointed role as his guardian. Not yet. "This shop used to be a grocery store once up on a time."

Raphael looked down at his hands, which were slick with his own blood. "Fascinatin."

Don wanted to tell him to shut the hell up, sarcasm would get them nowhere, but instead he grabbed Raph by the wrist and checked the wound on his arm. It was serious. He needed a whole lot of stitches and by rights, a blood transfusion too. It was only Raph's stubborn streak and the imminent danger they were all in keeping him mostly on his feet.

Mikey, still by the door, put the side of his head to it to listen out. "Getting kinda quiet out there. You think they all just – went home?"

"Yeah Mikey," growled Raph angrily. "We scared 'em off by running into a closet and locking the door!"

Cursing the light-headed feeling he had and the way his legs were trying to betray him by spilling him to the floor, he froze suddenly and sniffed the air. For a moment he thought he had been imagining things, but it was unmistakable."

"I smell smoke."

Don paused and sniffed too. "I smell gas."

"Guys, this door's getting hot." Mikey pulled away and yanked on the handle, dread taking over his mind. "It's jammed – it won't open!"

Casey's eyes widened. He was no scholar, but it didn't take a genius to do the math. Gas plus flames equals...

For a second, he was taken back to the night when his fathers store had burned down. It was emblazoned on his memory like a scar. The flames, the terrifying noise, the screaming, knowing his father was still in there somewhere... the Purple Dragons...

Ever since that day, he had been overwhelmingly fearful of being caught in a fire, dying the same way his father had, trapped, coughing, feeling the flesh blistering, melting from his bones...

"Guys, let's book! NOW!"

Don ran forward to help Mikey with the door, but it was useless. He suspected it had been wedged somehow from the other side. And there was a fire out there. Even if they did get through, could they make it through the shop if it was engulfed in flames?

Trapped like rats...

A thud made him turn. Raph had lost his footing and landed heavily on the floor, eyes drooping as he struggled to stay awake.

"Mikey, we need to get out of here!"

"Working on it," snapped Mikey, using his nunchucks as clubs to beat against the door. Don knew it wouldn't be enough.

Casey glanced over at April as she suddenly left Leo's side and ran to a heavy chest sat against the far wall. "What you doin?"

April leaned against the chest, trying to push it aside. "I remember...urgh...when we first moved in...there was a hole in the wall... urgh ... where a cooling unit was kept..."

Getting the idea and willing to try anything to avoid burning to death – like Dad did – he joined her and helped her shove it away.

"There!"

Casey flashed a grin as he saw the metal sheet carelessly nailed over the hole, much less secure than the door. "Nice thinking Princess," he shouted, darting over to Raph and liberating a dagger from his belt. Working the blade between the wall and the sheet, he had the hole exposed less than five seconds later.

Hustling April out of the gap, he turned. "That's it – everybody book!" Then he took his own advice and dived headfirst through the hole.

Don grabbed Leo and pulled him through the gap, followed by Splinter and finally Mikey aiding Raph, who was still conscious enough to insist he didn't need the help.

"Move, move!" shouted Mikey, too loudly in Raph's humble opinion, practically dragging Raph away from the shop. Three steps, four, five...

Second Time Around exploded.

The brunt of the explosion went straight up, turning the roof of April's apartment into chunks of flaming debris which rained on the surrounding area. Every window in the building exploded, belching glass at the emergency services who had arrived to help and forcing them to fall back.

The seven in the alley were the closest to the blast.

The noise seemed curiously muted to Raphael, almost unimportant. The heat from the shop, which had been unpleasant a moment ago, suddenly turned unbearably hot as a rush of warm air shoved at him. His feet left the floor as he flew backwards, hearing a cry from beside him and realising with sudden panic that he couldn't feel Mikey's arm anymore...

And then his shell hit the wall with bone-jarring force. He slid to the ground as the heat from the initial blast wore off, although it was still unbearably hot, the noise suddenly going from muffled to overwhelming, the scene before him swimming in and out of focus.

He fought the inevitable, but it was no use. As he lost consciousness, his last thought was to wonder what had happened to the rest of his family.

And to blame himself for the whole mess.