Disclaimer: I do not own the TMNT.


Michelangelo screwed his eyes shut and waited for the inevitable. Blood sprayed across his body, but he felt no pain. "Maybe this is what it feels like to die…" Mikey thought to himself. He opened his eyes and gasped.

Shredder stood over Mikey, staring at him. Shredder smiled weakly. "Mikey… I always keep my promises." Shredder said. Mikey stared in horror; the shimmering red of blood covered the blade where it had passed through Shredder's abdomen.

All activity stopped. Every pair of eyes turned to stare at what had just happened. Karai was frozen in shock, as was everyone else.

Shredder grunted in pain. Leo growled and twisted the katana. Shredder groaned and kicked Leo back. Leo flew back. Shredder slowly turned around, chest heaving. "You… will not touch them." He growled at Leo. Leo stood up and barked in laughter. "You are out of your league!" He said. Shredder shuddered and glared at Leo. "I'll kill you…" Shredder growled and slowly pulled the sword out from his body. Blood slapped against the floor.

Leo grinned and picked up a stray katana. "It is you will die."

Shredder staggered forward and fell to one knee, breathing harder. He felt the rush of adrenaline rise, his wound faded to the back of his mind. Shredder rushed forward, Leo smirked evilly.

They clashed with a spray of sparks. Shredder felt the familiar grip of his katana back in his hand, the blue material woven neatly around the hilt. He kneed Leo's solar plexus and spun on his heel to elbow the turtle's jaw. Leo staggered back and wiped away blood. He growled and brought the katana down hard on Shredder's arm. Shredder handed the sword off to his other hand before his arm was severed from his body. Shredder gasped in pain.

It hit the ground, blood pumped forth from his stump. Shredder's left hand held the katana. "Good thing I'm ambidextrous." Shredder thought to himself, wincing at the pain. He kicked out at Leo's chest, the turtle flew back. Shredder surged forward, Leo swept up with the katana blade. Shredder blocked it with a downward stroke and spun to kick his shell. Leo impacted on Don's desk. He growled and stood up from the wreckage.

The two exchanged katana blows, parrying and striking.

Fights erupted between Don, Hiroki, Raph, and Akihiro. Mikey managed to crawl away while Kari and Kite distracted Yuna and Aina. Don cracked his bo staff against Hiroki's knee cap. Hiroki cried out and crashed onto his wounded leg, sweeping out his bo staff at Don's shin. Don leapt back and brought his bo staff down on Hiroki's skull. A crunch resounded.

Raph caught one nunchuck going for his throat and kicked Akihiro's groin. Akihiro staggered back, grunting. Raph sweep kicked him and brought the heel of his foot down at the base of Akihiro's skull. Akihiro rolled out of the hit and mule kicked Raph's chest. Raph grabbed his feet and rolled with the momentum of the kick, swinging Akihiro into the ground.

Kari and Kite noticed Mikey's disappearance and flapped up higher, out of Yuna and Aina's reach. Karai stood frozen, confused as to what to do.

Raph hurled one sai into Yuna's throat. Yuna gurgled, dropping her katanas; she groped for the sai in her throat. Aina glared at Raph and cried out something in Japanese. She sprinted forward, only to be tripped by a bo staff, flung between her ankles.

She fell onto her front with a grunt. Raph leapt forward and brought his remaining sai down in the center of her back. Mikey whistled at his two brothers. They turned to see him leaning in the shadows underneath the stairs. He looked a little in pain; Don knelt next to him, and took in his wounds. "You'll heal." Don said. "If we live long enough." Mikey said, pointing out the dueling Leo and Shredder. "What happened there? Why did he save you… and from Leo?" Don asked.

Mikey shrugged. "I don't know… but he knew about the promise. Guys… how would he know that? And why would Leo try to kill me?" Mikey asked. "I have a feelin' there's somethin' we don't know." Raph growled. They glanced back at the fighting pair.

Leo hurled a punch into Shredder's face. Shredder blocked it with his forearm and sweep kicked Leo. The turtle leapt up and planted his feet on Shredder's chest, kicking off hard. Shredder staggered back and growled.

Shredder brought his sword up to block a downward strike. He kicked Leo into a large TV with a crash. Leo groaned and shook his head, slowly rising from the wreckage. Shredder breathed hard, chest heaving. Leo smirked. "You are finished worm." He laughed. Shredder shook his head and tackled Leo into Don's lab. They rolled on the floor in the lab, exchanging blows.

They both hit a large and heavy piece of equipment that was glowing and humming with electricity. They cried out in pain, sparks flying. They both thrashed in spasms of pain. The scent of burning flesh filled the lab. They went into uncontrollable spasms, chomping on their own tongues as they screamed.