Raphael shoved Holly to the side and drew his Sai. He threw it end over end and it drove deep into the side of a shiny new Mouser unit. It squirmed and screeched at them both before wiggling free and turning on them again. The Sai clattered to the ground.

Raph put himself between the Mouser and Holly, "Where did that thing come from?" The little bipedal robot dove again, Raph launched himself over it and stabbed down into the tunnel floor. He scooped up his other weapon and pinned the Mouser down with a knee.

"Stockman must have been building it, but where did he get the parts?" She was angry, how could Stockman have made this new Mouser in such a short amount of time. She and Donatello had only been able to make one full tracker and some of the components for additional units.

"I don't know, but we have to get this thing out of here" Raph moved to rip out the wiring he had exposed, but the little critter began chirping out loudly in protest. "Shut up." He said, and silenced the racket with a swift stab through the infrared eye lens. Raph smiled cockily at Holly, but they both went straight faced when a scuttling sound could be heard echoing through the tunnels. Holly held her breath as a frown turned into wide eyed panic as she figured out what the noise was. She turned to see innumerable red lights down one of the darker tunnels coming towards them.

"We have to go!" She said hurriedly, and grabbed Raph by the arm and began sprinting away from the growing sound of hundreds of metal claws thundering towards them.

Raph, now catching up on what was going on, he soon was dragging her along by the hand "We need to get back to the others!" Raph Shouted over the sound of their own pounding feet.

"No we can't!" Panted Holly. "We need to lead them away, then get help!"

"How are we gonna do that?" Raph yelled as he dodged a set of metal teeth that was aimed at his head.

"Call them" Holly shouted over the sound of hundreds of feet pounding behind them.

Raph nodded. They needed to find somewhere they could go and get out of harms way to be able to call for help. They couldn't lead the Mousers back to the lair, but Raph had a good idea where they could go. Hopefully, they didn't get over run before they got there.

Leonardo and April were using their phones to dig through any information they could to start putting their plan into action. Donatello had brought a few of his tools and components to continue working on the trackers while Mikey just stayed out of the way. April was surprised when her phone rang and it was Holly.

April frowned as she answered, "Hello?"

"Stockman has released new Mousers into the tunnels, we're at the water treatment center and we need help!"

"What!?" April said, and immediately put her friend on speaker.

"I literally don't know how much clearer I can be!" Holly yelled. There was a lot of background noise on the line

"Just, say it again so the others can hear," April looked worriedly at Donnie and the others.

Holly activated her camera and pointed it at the floor beneath her and on various flat surfaces all around, "Are you seeing this? There are at least 50 Mousers trying to get to Raph and I, and we are running out of places to climb to. Please, for the love of God, hurry."
They could hear Raph in the background shouting obscenities at the advancing droids.

"We'll be there soon, just try to stay calm."

Holly turned the camera on herself, she was clinging to a water pipe that was twenty feet off the floor; unfortunately the Mousers were learning that if they launched themselves off one of the many stair cases that wound through the facility that they could get much closer to her. "Raph says people don't usually come down here, but if someone does, they're going to get hurt. These things are much more advanced that the last generation."

"We gotta go higher" Raph said and the camera jiggled in her hands.
"Just hurry." Holly cut the call off.

"Mikey, grab some rope. Donnie, get anything that may help against those things. April, grab any weapon you feel most comfortable with. It will take us 10 minutes to get there on foot." Leo leapt immediately into "Fearless leader" mode. He ran and grabbed his Katana, and one extra for Holly if he could get it to her. Within two minutes they were on the way. The lower levels of the water treatment facility was mostly deserted even during the day, but occasionally if there was an issue, a city worker would have to come down to check on the pipes and tanks. Sometimes they would have to replace entire sections of piping and would be down there for a couple of days. Hopefully, there was no scheduled maintenance on the books for today. April had grabbed a spare Bo staff and had it strapped to her back.

Holly and Raph we're not having a great time. They had hauled themselves up to a very precarious height in hopes that they could stay out of reach of the Mousers until the others arrived. Stockman had clearly been making some design upgrades since the last batch. These new units had articulated claws that could grab onto things, and smarter AI as they were starting to learn from each other as they failed.

Raph had shoved Holly up onto a vertical pipe that had a bracket she could stand on, while he clung to another pipe with one arm and slashed at anything that got too close with the other. They had been up there for a good 20 minutes now, and the Mousers were getting closer. They had already scaled one of the water tanks near by and were hurling themselves at the pair from the left side. While another group had been climbing one of the gigantic processing tanks staircases and were leaping from the right. They had already had to abandon the lower pipe that they could both sit on as now the bots had figured out they could reach that one from the same set of stairs.

"Where do we go from here?" Holly asked, feeling her calves getting weaker from only having an inch or so of standing room.

"I don't know," Raph looked around for options. "We could try for that upper walkway and make another run for it"

"I can't jump that far, and I doubt you could carrying me" Holly remarked as she struggled to see what he was pointing at. A scraping noise caught her attention as one of the Mousers tried to chomp onto the bottom L curve of the pipe she was on. It left little groves in the metal as it slid down and fell to the ground below. It hopped right back up, and made straight for the stairs again to have another go.

"We might not have much of a choice here soon.' Raph said, and pointed down. The Mousers were forming a pyramid to help them climb higher. One of the ones on top leapt and caught the bottom of Holly's sneaker, it didn't manage to get any purchase, and fell back on the others causing the pyramid to collapse. They were soon working on it again though.

"Shit," Holly muttered as she tried to look for anything that might help them. "What about there, can you reach that flat platform?"

"Yeah, come here I'll give you a boost" Raph said and wedged his foot into the pipe so she could use him as a step. She hauled her self up higher. Once she was above him, he used his hand as another step for her to reach up. "Can you reach it?"

"Almost," She grunted with the effort of stretching her fingers up.

Raph took his eyes off of the Mousers just for a second to see where she was when one of the units sank its teeth into his Leg. "Argh!" He yelled and his spasmed involuntarily.

Holly gasped as she was suddenly falling, the sensation was very peculiar. Her eyes were wide and she knew her mouth was open but she couldn't scream. She fell away from the pipes and flailed her arms helplessly trying to hold on to anything. Suddenly, she was upside down and had excruciating pain in her ankle. She saw her hair swishing in front of her and her glasses fell off her face and were promptly crushed in the jaws of one of the robots. Suddenly her voice came back, and she screamed.

Raph had grabbed onto Holly's ankle as she had fallen past him. He had kicked off the little bastard who had bitten him and grabbed her with his free hand. "I got you!" He yelled, but her weight dragged him down the pipe a little. She dangled below him helplessly and he couldn't pull her back up without literally throwing her somewhere, but there was no where to go.

The Mousers saw an opportunity, and started jumping up and snapping at Holly. Their pyramid wouldn't need to be anywhere near as tall now and they could get her. One of the top most units leapt, Holly screamed again and shielded her face with her arms.

A sword came swishing through the air and sliced through the Mouser cutting it clean in two. It sunk into the big container about 18 inches below Holly's head. Leonardo, Donatello, April, and Michelangelo had arrived and not a second too late.

"Its about time!" Holly yelled slightly hysterically. She grasped the sword handle and tugged it free. She began slicing at anything that got within arms reach.

Raph grunted as she wiggled in his grasp, "Quit that, I'm gonna drop you!"

A good chuck of the Mousers gave up trying to get to Holly and Raph now, there were easier targets to get at. Once enough of them had been drawn away, Raph lowered Holly and himself down to a safer position.

Michelangelo gave his signature cry, before swinging his way through any of the Mousers that got too close. Donatello and Leonardo, likewise yelled out and attacked anything and everything that got in the way. April stayed a little behind, swinging at anything that got past the three in front of her.

"This is impossible," Donatello said between swinging his staff around himself. "How did Stockman build this many Mousers so fast?"

"He has to have a factory," Holly surmised, "and help." She swung a little more ferociously than she really needed to and sliced a Mousers head off its body.

"But where is he getting the tech? He hasn't been stealing it." Donnie said.

"Can this wait until later?" Raph said, as he leapt out of the way of two Mousers who collided with each other.

April batted a Mouser out of the air as it was aiming for Donatello's arm, "How do we beat these things?"

"They're much smarter than the last ones, they must share information via a network." Holly said, not having a plan, but having information.

"They have a hive mind?" Donnie said, sounding impressed.

"You can fan-boy later," said Leo. "What do we do now?" He sliced through two Mousers and dodged a third before cutting it up as it went past him.

"I could hack try to hack one" Donnie said "if one of them gets infected it should spread to the rest of them."

"How long will that take?"

"Anywhere from a few minutes to a few months." Donnie said with a grimace.

"That's not very helpful!" Leo yelled back, as he flipped off a wall and ran through a couple more Mousers.

"Go for it Donnie," April said encouragingly, "I'll cover you."

"I'll need one that's still semi-operational."

"Here ya go," Raph had ripped the lower jaw off of one and threw it at his brother. "Watch the claws though."

Donnie got to work. He pinned the machine down so it couldn't use its talons and pried open the siding. This this was serious tech, much more sophisticated than he had ever seen. There was a strange set of circuitry that didn't look like anything that was available on the market currently, he poked at the components and frowned.

April stood behind him with her bo staff ready, she and Holly were sticking closer together now that they had been able to get back to floor level. Holly was clearly mad, she was venting all her frustration on the Mousers and even though Leo, Mikey and Raph were doing the bulk of the work, any time something got too close, Holly was more than happy to swing at it. "Remind me never to make you angry." She said as Holly cleaved another unit it half.

"I am so stupid" Holly said through gritted teeth.

"What? No you're not!" April protested.

"We've spent so long trying to come up with a way of finding those jerks and they managed to find us first!" She swung at another Mouser, but this one dodger her. April thrust her staff at the mouse and drove it back into the frenzy of Mikey and his nunchucks.

"So? We don't have the same resources they do." April was surprised to hear Holly sounding so defeated.

"Exactly!" Holly yelled "How are we supposed to do anything against these guys? We're six teenagers, four of whom can't go out during the day."

April was stunned. "I don't know, but so long as we're doing something that's all that matters."

"Ah-hah!" Exclaimed Donnie suddenly, "He didn't even encrypt the base code, what a moron." Donnie was tapping away furiously on his T-phone's keyboard, tongue poking out of the side of his mouth comically.

"See!" April said, "Donnie is a genius, I know he can do this!"

Holly just swung at another Mouser, this time taking off a leg. It fell over and wobbled pathetically on its side, chomping at the air.

Mikeys' hidden chain scythe caught a Mouser and dragged it back away from Donnie and the girls. He was perfectly oblivious to their discussion and was happily smacking everything away from them.

"I think I have it," Donnie said. "I have reversed the order of operations in this unit. Provided its still connected, it'll send the updated code to all the others and they'll go back to where they came from and start destroying their facilities"

One after another, the Mousers stopped attacking, they all stood motionless for a moment before scurrying off back down the tunnels. Donatello picked up one that looked mostly unharmed and slipped a tracker chip into a body panel.

"What did you do to them?" Mikey asked.

"Told them to go home." Donnie smiled smugly. "And I encrypted my code, so Stockman will have a hard time reprogramming these ones."

"Nice one!" Shouted Mikey and high-three'd his brother.

"I slipped on of our trackers into a Mouser too, so we'll be able to locate them!" Donnie said excitedly to Holly. He had heard the girls conversation, but hadn't wanted to get in the middle of it while he was working.

"Great." said Holly dejectedly. She turned away, and started back out of the water treatment facility.

"Whats her problem?" Mikey asked obliviously.

"Don't worry about it, she just needs a minute." April said, and watched her friend go.

"Lets get this hidden quickly, and we'll go after her." Leo said, and kicked a Mouser units head.

The Turtles and April quickly gathered up the big chunks of mouser remains and stashed them in a dark corner of the tunnels. It wouldn't do anyone any good if a maintenance worker found all this debris and decided to investigate.

April and the others ran to try and catch up with Holly, she was still inside the tunnels, but the sounds of the city we're audible where they were. "Are you alright?" April Asked.

"No," Holly responded, but she sounded a little more level headed than she had earlier, "My previous comments are still valid."

"What comments?" Asked Mikey, still oblivious.

"How are we supposed to take on Stockman, and this Shredder guy, and whoever else is involved?" She took a deep breath, and looked at her friends.

"Who else is going to stop them?"Leo asked with a shrug. "You said it yourself, no one would believe you if you told them the truth."

Holly let out a bitter bark of laughter.

"We don't have a choice in this." Leo continued. "This all has something to do with us and what happened to us. But you do have a choice." Everyone was silent. "You can walk away from this. From us, and go on with a normal life."
Raphael was brooding in the background, he stood with his back to the wall and his arms crossed over his chest. His heart was hammering inside his shell.

"How could I possibly do that to you guys?" Holly said,

"Then whats the problem?" Mikey asked, "We can handle those jerks no problem, we need you to help understand Donnie when he goes on one of his nerd tangents!"

"Yeah, and I need you to help keep me from exploding from all the secrets we have to keep." April said.

"I know," Holly sighed, "I just get overwhelmed with the enormity of it sometimes."

"You get overwhelmed? How do you think we feel? We didn't get to eat anything but algae and worms for 15 years, then we found Pizza!" Mikey drooled at the memory of his first encounter with a pizza.

April laughed, and Holly found she felt better and laughed too.

"I think I just need to go home for now." Holly said, she handed over the sword she was still carrying.

"You we're pretty effective with this today, you should be proud." Leo smiled and stashed it with his own swords.

"I was just angry," Holly said, then added as a confession, "and scared."

"I'm not surprised," April said, giving her friend a hug. "I get scared too you know."

"Lets go, I need to find some new glasses before mom notices they're gone."

The girls gave Mikey, Leo and Donnie a quick hug, except April gave Donnie a little kiss on the cheek. Raph hadn't moved so Holly assumed he didn't want to participate in the PDA's so she just waved a little awkwardly at him. He nodded in return and skulked off towards his home. Holly snorted, but turned to leave herself.

On their way home, Holly stopped in at an Optometrist and ordered herself some glasses. It was going to take a week for delivery so she would just have to wear her contacts and come up with some excuse for her mom, if she even noticed.

Holly left April at her apartment and got a cab the rest of the way home. April was pleased to see her Aunt cooking dinner, after all the excitement, she was famished.

"How was school and study session?" Carol asked as she stirred the bolognese that was in a pan.

"Fine, Holly broke her glasses though." April picked up a cookie off the plate on the counter.

"That's a shame, those things are not cheap" Carol slapped her nieces hand, "not until after dinner."

"Yeah, she ordered some new ones already." April dished herself up some pasta out of a pan and ladled on the sauce. "Can I spend the night with her this weekend?"

"I don't see why not, provided all your school work is done."

"Thanks!" April and her aunt sat and watched TV together while they ate. They then did the dishes together before April went up to her room to do some homework. She also pulled out her phone and texted Donatello.

Have you found out where Stockman is yet?

Not Yet, but the Mousers haven't stopped moving!

Was his reply.

Let me know as soon as you find anything!

I will

April set her phone aside for now. She grabbed a couple of textbooks out of her bag, her notebook and a pen, and got to work on her History report that she needed get finished. A few hours passed by, April had texted Donnie a few times, mostly to just see what he was up to, or to distract herself from a particularly boring part of her book. She didn't understand how Holly got so excited about History. It was all date memorization as far as she could tell. Holly seemed to enjoy most of the classes they were in. April just couldn't care all that much. She set aside her project after only managing to get through a few pages of reading. She picked up her phone again,

Have you found Stockman now?

Sort of, the Mouser has been making circles on the map, so I guess they're at their home base!

Where are they?

Circling around the inside of an old military base.

Military base? That may explain why how they have gotten parts.

I expect so. Do you want to tell Holly?

I think you should, she might like to hear it from a fellow nerd!

Yeah, she seemed pretty bummed when she left.

She'll be fine. What are you up to?

They texted back and fourth for almost an hour before April though she probably should go to bed, she knew that their next steps were going to be difficult, and she wanted to be well rested so she could be helpful this time.

Holly managed to get back to her apartment, although, she had needed to lean in a little closer than usual to see the new electronic key pad on her door. Her mom had decided to add another new lock to their door, although she thought it was overkill. Stacey was home almost all the time now, so Holly shouted her hello's as she ran into her room to try and avoid any questions about her missing glasses.

"How was your day, dear?" Stacey asked not looking up from her drawing table.

"It was OK." Holly replied as she darted into her room. She left the door open and flopped onto her bed with a sigh.

"Just OK?" came Stacey's voice from the living room, "Anything I can help with?"

"Not unless you have an arsenal of surveillance equipment stashed around here" Holly muttered to herself. But she then said louder, "Not really, it was just a long day."

"Do you want to talk about it?" Stacey was walking towards her door.

"Not really mom, the project I've been working on didn't work out how I had hoped. That's all" Holly said into her comforter.

"That can happen sometimes," Holly felt her mother sit on the edge of her bed, "Sometimes you try your hardest and things still don't work out. But its not a failure if you learn something from it."

"When did you get all philosophical?" Holly lifted her head off her bed, but kept her face turned away.

"Dear, you didn't get your brains from your father." Stacey patted her daughter on the calf. "Try not to dwell on it for too long. Besides, if it means you get to keep working with that young man you've been on the phone with so much, it doesn't seem all bad."
Holly laughed, "Um, its not like that. That 'young man' is interested in April. We're all working on the project together".

"Oooh" Stacey loved a bit of romance gossip, "Does she like him back?"

"Yes mom, they're pretty much dating" Holly shook her head, even though she couldn't see the look on her mothers face, she could certainly imagine it.

"And what about you? Anyone you're interested in... Wait, you're not upset because April is taken, are you?"

"No mom, I am not in love with April." Holly rolled her eyes.

"I just wanted to check." Stacey shrugged "Being a teenager can be complicated." Stacey stood up from the bed and started to leave Holly's room "It wouldn't matter to me. Just so you know."

Holly snorted, "Thanks mom, but I like guys."
Stacey went back to her drawings and Holly was finally able to roll over. She grabbed some clothes and went to take a shower.

Later, Holly got a text from Donatello, letting her know that the tracker had worked and that the Mousers were at a military base on the outskirts of the city.

She thanked him for the information, and decided to start doing some basic digging into the place. When she finally went to bed, she was still worried, but had renewed her determination to help her friends.