Disclaimer: TMNT is not mine. I own nothing.


The inside of the Battle Shell was silent as Leo, Karai and April made their way to Bishop's headquarters. They had each busied themselves with their own tasks. Leo drove the battle shell and would occasionally take his eyes off the road and glance between April and Karai to make sure neither one of them had strangled the other.

While he was relieved that they did not do so much as glance at each other he could not help but be worried that they were only silent because they were busy plotting ideas of how to get rid of each other for good. He asked himself over and over again why Master Splinter had to pair him with the two of them. The awkward silence and the boomerang thoughts of them suddenly getting into a fight kept the blue-banded turtle anxious. He looked over at April and found her the same way she had been for the entire ride. She still typed away on the laptop she kept in the battle shell for missions such as this one. She had headphones plugged into her ears that connected to the laptop. Barely audible music played from them as she stared at the screen like it was a jigsaw puzzle. She always did work better when music played. She paid no mind to Karai.

Leo's eyes shifted to look through the review mirror so he could see Karai who was still silent. She sat in the back seat slumped against the door and gazed through the tinted window. Leo knew something was wrong. He had been concerned about her ever since his encounter with her back at April's apartment. Everything about that conversation had been stuck in his head. How miserable she sounded, how she was so obviously worried about Chaplin, how hopeless she had seemed. Because she was their enemy he felt foolish because he sympathized for her, but at the same time; he felt he would have been heartless if he did not.

"Leo!"

Leo pulled himself out of his thoughts and looked up just in time to swerve out of the way of a vacant taxi cab. He jerked the steering wheel to the left and the tires screeched loudly as the battle shell turned sharply. April yelped as the laptop slipped off her lap. Had it not been for them wearing seatbelts, April and Karai would have been thrown from their seats. Once the battle shell resumed a steady course, Leo laughed nervously.

"Sorry about that, you two alright?" He asked as he glanced at them briefly. April narrowed her eyes at Leo and sat at back up in her seat. She gathered her laptop off the floor and set it back in her lap. As she plugged her headphones back into her ears she made sure to give Leo one final glare.

Karai just rolled her eyes and sat back in her seat. She massaged her temples and sighed silently. She did not know why but she found herself with her arms crossed as she watched April intently. The woman did not seem to notice. Her jade eyes were glued to her screen as she continued to hack her way into Bishop's security system. She mindlessly chewed on her bottom lip in concentration. Her milk colored fingers continued to fly across the keys. She tucked a displaced strand of her fire truck red hair behind her ear.

Karai felt her heart sink and she tore her eyes away from April with a shaky breath. She questioned herself, and asked why she had taken such a sudden interest in April but she already knew the answer. April at the moment looked so much…no, too much like Chaplin right now.

The bright red hair, the emerald colored eyes. The way she was so focused on her work at the moment, almost as if she was in her own her world. The exact same way Chaplin had always been when he was around any form of technology. She smiled a little at the memory of how he was always so energetic and enthusiastic about everything he did. With his attitude, Chaplin stuck out in the foot headquarters the way a panther would have in the South Pole.

She glanced up at April again just in time to watch as she tucked another strand of hair behind her ear. Her eyes squinted at the screen before they widened. She pursed her lips and looked up from her laptop. "Okay," She started. It was obvious from the grim tone in her voice that she something was wrong.

"What is it, April?" Leo asked. Not wanting to repeat the incident form earlier, Leo kept his eyes on the road ahead of him, but still focused mainly on April.

"Alright, I have bad news and I have horrible news. What do you guys want first?" She asked with worry evident in her voice. She glanced back at Karai and caught the woman staring at her with a reminiscent, yet painful look in her eyes. April creased her eyebrows at her but before she could say anything regarding the subject, Karai regained her composure and spoke. "What seems to be the problem?" She asked as she undid her seat belt and made her way to the front of the battle shell to get a better view of April's screen.

"Quite a few things." April continued as she continued to stare at Karai. She finally tore her eyes away from her and returned them to the green. "I'll give you the bad news first. Well I managed to hack into Bishop's base but…" April trailed off and turned the laptop towards Leo and Karai. "See for yourselves."

Leo stopped the Battle Shell in the middle of the road so he could take his eyes away from the road without nearly causing a crash again. He gazed at the screen and what he recognized as a schematics for Bishop's building. He only identified them as that because he had seen so many over the years when every Donnie would show them to the others before they went on a mission. That was back things were what he and his family would consider, "normal" during this time.

He noticed that on the screen were several dozen blinking red dots. Some were stationary, others were rapidly moving around the different floors of the building. At first nothing seemed strange about them, but then he noticed that many of them were disappearing. They would blink several times, vanish from the screen and never then return. The number of dots was quickly depleting. Leo and Karai look on and off before several times before they would blink off and never return to the screen. Karai and Leo looked away from the screen and turned April for answers, because neither of them had any idea what they were looking at.

"Bishop keeps a tab on all of his flunkies in the base. This way he's able to see where they are at all times and their health status. Everyone who is in the base is represented by these red dots. If the dots are solid, then that means the wearers health status is normal, if they blink it means they're injured. The faster they blink, the more critical the injury is and if they stop blinking all together, their dead." April looked between Leo and Karai and turned the laptop screen back to her. "It looks as if the majority of his base is either injured or dead. The base may be under attack or something." She continued.

"Okay, so the bad news is that the base in under attack." Leo confirmed with a sigh. "Wonderful. And the horrible news?"

"Whatever it is, there's a lot of them and they're taking out the guys Bishops very quickly. If we don't get there soon, there won't be anyone left for us to ask for help." April said. She turned back to the screen and watched as several more of the red dots vanished from the screen.

"Do you believe you can find out who it is?" Karai asked April, her eyes averted from her when she spoke. April pondered the question for a moment before her fingers returned to the keyboard. She stared intently at the screen and typed. A few moments later, the image on the screen changed and was replaced by what appeared to be what a security camera viewed.

It was a black and white but very sharp view of a hallway in the base. A hallway that had erupted in complete chaos. The walls were smeared with was easily identified as blood, even without seeing any color in the picture.

On the screen was an injured man dressed in a black jumpsuit and helmet. He was armed only with a large gun and was surrounded by fallen his comrades. He pushing himself backwards with his right leg due to the left one being broken. The material on the jumpsuit as well as the skin under it, had been ripped open by a protruding bone. The bone had broken away from the skeleton and was sticking out of the skin and slightly slanted. The man shot at something off screen. Whatever it was he shot at was obviously resilient. He continued to scoot backwards until his back hit a wall. He shot the gun again and his mouth, the only part of his face that was exposed due to the large helmet he wore on his head, parted. He shot again, and again,and again. He frowned and at the gun and his lip trembled. He looked back up and his mouth opened in an unheard scream as he raised his arm in front of him in an attempt to protect himself from his adversary. When his enemy appeared on screen, it became obvious that his arm would do him no good.

The beast was stocky and stood on two legs and towered loomed several feet over the man and blocked any view of him with the exception of the broken leg that stuck out between the monster's parted legs. It had skin that appeared to be scaly. A single horn stuck out from the top of his head and looked sharp enough to draw blood even with the slightest contact with flesh. Its arms hung disturbing low. The creatures' knuckles were only a few inches above the floor. Long, talons protruded from the three fingers that were on each hand. In one hand was a large spiked club. He raised his hand slowly and moments later, it was bought back down on the man in the corner.

Everyone held his or her breath as the club was bought down on the man and fresh blood splattered onto the wall. The exposed broke leg began to twitch uncontrollably. The beast raised the spiked club again and bought it down again. It repeated this process until the twitching leg finally ceased to move altogether. It walked away from the man and Leo quickly turned April's head away from the screen just in time to block her view of the mutilated body.

The creature turned around and revealed its horrible face, or at least it would have if it had one. Instead, of having eyes a nose and ears, there was only one, enormous mouth that revealed a row of dagger like teeth. He looked directly into the camera and its mouth opened even wider as if as he had decided to celebrate the recent slaughter of the man with a ferocious roar.

The entire thing had been like a silent horror movie since there was no audio to the video. Leo closed the laptop in April's lap in silence. He swallowed bile that threatened to escape his mouth. Karai closed her eyes and turned her head away. Leo pulled April away and examined her pale face. It was not her normal ivory complexion, but was instead ashen and frozen in a look of horror. He placed a hand on her shoulder before he leaned away and sat back in the driver's seat. He restarted the battle shell and rested his head on the steering wheel. His grip tightened around the steering wheel and a heavy sigh escaped his beak. He sat back up and put pressure on the gas pedal. The silence from before had returned to the battle shell as they finished the last portion of their journey to Bishop's lab. Everyone was busy thinking of the fate the faceless man had suffered and none of them were very eager to see what else was in store for them.

By the time they reached Bishop's base, things had obviously gotten much worse. The sound of rapid fire came from the inside of the building. Windows had been shattered and motionless bodies hung halfway out of them. On the ground were the crumpled bodies of those who were either thrown from the building, or decided it would better to lose their lives to the dangerous fall than it would have been to face the merciless wrath of the monsters who were rampaging through the building.

"Oh, man this bad." Leo said lowly as he reached for Gunshin. He watched as one man tried to jump out of a window but before he could, a scaly arm grabbed him and yanked him back inside. Moments his headless was tossed out of the window and onto the ground below.

"What was your first clue?" April asked with weak sarcasm in her voice. Karai opened the door in the back of the battle shell and drew her katana. "Enough of this pointless rambling! We must act now if we are going to secure the base in time." She glanced at April and watched as she took her fans out. She narrowed her eyes. She turned to Leo and said, "We are not bringing her with us are we?" She looked back at April who shot her an icy stare. She was about to open her mouth to respond but Leo stopped her. "She's right April, it's probably best that you stay here where you'll be safe."

"What are you talking about?! The entire point of me being assigned to go on this mission was so that I could help you guys! Not sit in her and be useless!" She shot back at him. Even though she was outraged at the moment, part of her knew that Leo and Karai were right. She had only had five years of ninjitsu training. She was definitely no novice, but she was also no master. Karai and Leo put together probably had about 30 years of experience on her and even they looked worried about heading into the bloody fray. But rather than listen her more sensible side she decided that she was much rather argue.

"Yeah April, that was before we found this place was under attack by who knows how many Tengu warriors. I've spent 18 years of my life training in ninjitsu and the past month or so learning how to defeat these things and I'm still worried about my chances. It's because of that, that you need to stay here for your safety." Leo continued in his famous, authoritative leader voice.

"It's also because of that reason that you need all the help you can get. Besides, you think I'll be safer if you can keep an eye on me or if I'm stranded in the battle shell surrounded by demon warriors?" April added in an even tone. Leo's eyes narrowed into white slits. He wanted to argue so very badly. He hung his head and sighed. "Fine. But be careful. Casey will have my head on a pike if anything happens to you."

"He would actually prefer it above the fireplace between that guy from the movie theatre who would always check me out and my ex-boyfriend who would never stop calling." April said as she undid her seatbelt. Leo gave her a small smile he was not able to repress.

Karai looked between the two and groaned. "If you two are finished, I believe we have a job to do!" She snapped. Her hand was clenched tightly around the hilt of her katana and her eyes flickered with eagerness to fight.

Leo gave April one last look. "Stay close and don't engage in battle if I say so; do you understand?"

"You do know, I'm like nine years older than you right? It always seems you forget that whenever you start bossing me around." April replied with a grin as she began to exit the battle shell.

Leo glared after her before he climbed out followed by Karai. The trio made their way over the entrance of the base. They cautiously stepped over lifeless bodies as they made their way to the large metal doors. They did their best to repress gags from the strong and very foul odor of blood. The blood had poured from many gory wounds and created vast seas of the stuff on the ground. April almost lost her breakfast when she saw man's torso lying on the ground with a gaping crater in the middle of it from which organs and blood spilled onto the ground. She shuddered and turned away. She kept her eyes trained to the back of Leo's skull; she only looked down when she was told to watch her step.

As the three got closer to the entrance, the sounds from inside grew more chilling and blood curdling. There were monstrous howls, horrified screams, louds thuds, gushing. April felt like one of the dumb blondes from horror movies she always teased when they were in situations similar to hers. Cautiously making her way to what would probably be her doom. She always teased those girls, she would laugh at them and how scared and helpless they looked. She would joke about how had she been in that place, she would be courageous and prepared for anything; but at the moment, she wanted nothing more than to go home, crawl into bed, hide under her covers and wait for this nightmare to be over.

When they finally reached the door, April immediately went to work on the lock. Within seconds she was prepared to open the door. Her fingers hovered over the last wire she needed to pull to gain them entrance. She glanced up at Leo and Karai and silently asked if they were ready to answer. In response they both took fighting stance and placed their blades in front of them. Leo turned to April and gave her a curt nod. She returned and clipped the last wire. Not even a second after she had done that she jumped back and drew her Tessen, she flicked her wrist to expose the many blades on each fan and took her own stance next Karai.

"Be sure to stay out of my way." Karai whispered to her. She spoke in a stone cold voice and kept her eyes focused on the door.

Before April can respond, the door hissed and opened.

Leo barely had enough time to tackle Karai and April to ground, when a large battle ax is swung over them. Rather than decapitating the tree of them, the blade of the ax is lodged into the steel frame of the of the door. The ax is once again raised above them, prepared to finish them for good.

"Scatter!" Leo yelled. He pushed April and Karai away from him before dove out of the way of the next blow. He is finally able to get a good look at the ax's owner. He realized favored creature that he saw on the security camera. Except it was much more grotesque in person.

It smelled of rotted raw meat and fresh blood. Smells that were horrible enough on their own, but combined they made for such a horrible stench that Leo's eyes stung behind his mask. He failed to suppress a gag. He was at least better off than April who had just heaved the breakfast she ate that morning, as well as the dinner she at the night before onto the ground.

It had to be at least eight feet tall. It had a long thick tail, which levitated a few feet above the ground. It had a tail that was spiked and at the end was what looked a small mace. Where a complete face should have been, there was only a large mouth with sharp teeth and disturbing long tongue. Its flaking skin was the color of rich soil; a cool, dark brown. It glistened a little in what limited sunlight there was and Leo noticed it dripped with fresh blood…or was it slime, or perhaps a sick mixture of both. Leo swallowed the bile in his throat and stood to his feet, still repulsed by the demon's scent.

Karai on the other hand seemed fine. Her nose was wrinkled in disgust but she was at least able to keep her composure. She flipped her sword around in the air few times and charged.

As she raced towards the beast, she felt the best she had even felt since her fight with the Tengu Shredder. She did not know how much she missed being in combat. After spending so much of her time either unconscious or losing a battle, a bloody fight was just what she needed. It felt as if she moved in both slow motion and hyper speed. The adrenaline that pumped through her left her immune to the growing strength of the demon's stench as she got closer and closer to the monster.

When she was a few feet away she leapt into the air with her sword raised. Her plan was simple. Charge at the monster, leap into the air, and plunge her sword into its brain. It would have worked had the monster not have had a different plan. Before she could strike, the beast swatted her backwards into the wall with a simple movement of his hand. Karai hit the wall and every last ounce of breath was knocked of her. She fell to the ground dazed and weakly got her feet. She looked up and found an ax raised above her head. The beast wailed before it the ax began to descend. Karai waited for the final blow to come but it never did, instead she felt herself get yanked backwards seconds before the ax could make contact with her. She landed on the ground and found a cord wrapped her waist. She followed the cord to find April a few away from her with what looked like a gun in her hand. She pulled a trigger and the cord retracted into the gun before April slid it back into a pouch around her belt. She exchanged it for her Tessen and took a stance as the creature howled in frustration at its loss kill.

It turned in their direction and howled again before it charged. Rather than run towards them, it used its longed arms to move in a fashion similar to and orangutans; it's stubby legs hovered above the ground as it used its arms to hobble forward.

Leo appeared between them and frowned at the monster it came towards them.

"Any ideas on how to defeat this thing boss man?!" April asked. She ducked to avoid a swipe from the monsters claws that surely would have taken her head off had she not moved. She maneuvered behind it and began to slash at its back with the blades on her Tessen. Black blood formed rivers down its back.

"Me?!" Leo shot back as began to slash at the monster's chest. "You're the one who's nine years older than me. You come up with something!" He swung Gunshin at the monster's head but his blade was seized in mid-air. The beast lifted him into air and tossed him, as well Gunshin aside effortlessly. He got up moments later and brushed the attack off he charged in again.

April continued to slash at the monster every chance she had. It would swipe and swipe at her but missed each time. She thanked her agility and nimbleness for that. She continued to attack and had been doing a pretty decent job of it until a loud ringing in her ear caught her off guard. Distracted by the noise, she hesitated for a split-second before her next attack and the monster immediately took the opportunity to strike. It pushed itself up on its arms and used both suspended feet to deliver a kick to her upper body. She flew backwards and landed on the ground roughly. She felt something snap in her wrist and floodgates of agony burst open in her hand. She hissed in pain and clutched her right wrist tightly. She realized that the ringing in her ears was her communicator and pushed a button with her non-injured hand.

"Yeah?" She breathed into the communicator.

"April? Babe, are you okay? Why do you sound hurt? Did you guys show up late to the part too?"

April rolled her eyes and groaned. The last thing she needed was Casey knowing she was hurt. Luckily it was only her wrist so it was not very hard to suppress the pain in her voice.

"I'm fine Casey, everything…wait, what do you mean did we show up late to the party too." She responded. She glanced up to check on Karai and Leo. They still fought, but were on the verge of defeat.

"Raph and I got here and found that some of the purple dragon scum had already been taken out. We're getting our asses handed to us right now, how are things goin on your side?" Casey said. It was obvious he was tired. His breathing was heavy as he spoke and April could hear Hun in the background as he shouted orders to whatever purple dragons were still had a pulse.

"Not very well to say the least. Bishop's base is under attack too. A lot of his men were taken out." April said as she got to her feet. She looked around for her Tessen and found them a few feet in front of her. She did not know well she would fare in combat with her injured wrist, but intended to find out. "Look Casey, I'm kind of in the middle of something right now. We'll talk later okay."

There was hesitation on the end before answered and April's heart skipped a beat as she feared the worst had happened. She heard him sigh and relief rushed through her.

"Fine just…just be careful over there babe. " He said. The gentle tone in his voice bought a small smile to April's face. "I will, you do the same okay? Make sure Raph does too." She heard the creature wail again and looked up to find Karai and Leo on the ground. Their swords were out of their reach and they both looked dazed. "Casey, I really have to go okay. I love you."

"Love you- ALRIGHT RAPH, I'M COMING! GEESH CAN'T A GUY GET SOMETIME TO BE TO BE ROMANTIC? I AM TRYING TO HAVE A MOMENT HERE! OH YEAH?! WELL I BET YOURS IS EVEN SMALLER!"

And with that, the line went dead. April smiled and shook her head. She watched as the monster stalked closer to them, it moved slowly as if it knew it could take its time.

April knew her she would not make it to them in time, and even if she did there would not be much she could do except end up in the same position as them. She looked around for some way to help them and her eyes fell upon yet another one of Bishop's fallen soldiers. He as not mutilated like many of the others so he must have fallen from the building or jumped. In his hands was a large gun. April rushed over to him and tried to take the gun but his cold, dead hands refused to part with it. April finally had to resort to uncurling each finger from around the handle. She apologized to the corpse when she finally freed the gun from his grasp. The weapon felt odd and out of place in hands, she had never shot before.

"Well if my life has taught me anything, it's that there's a first time for everything." April said to herself. She aimed the gun at the monster but held it an awkward position. She exhaled and pulled the trigger. The force knocked her off her feet yet again as a red laser shot out from the gun and hit the monster in its arm.

Immediately it turned to April and roared. It forgot all about Leo and Karai and instead charged at her. April shot again but seemed to do no damage outside of annoying the creature even further. Within seconds, it reached her and she found herself trapped in the demon's large hand with her back pressed against the old steel wall. Its mouth snarled, revealing its many rows of teeth. April expected her death to be gory like the ones Bishop's soldiers had suffered. She thought she would be sliced in half by its double-ended ax, ripped apart by the demon's teeth, bludgeoned by the mace at the end of its tail. She did not like any of her options of how she would die. But rather than do any of those, the demon yanked her forward and snarled at her again, before it slammed her back into the wall again. It pulled her forward again and she was slightly limp this time, it repeated the same action from before and slammed her back into the wall. The beast was relentless. It continued to slam her into the wall repeatedly. Her skull and spine begged for mercy but received no such luxury when she was once again pulled forward, and slammed back yet again. At this point, April's bones had become jelly like and she was flaccid in her captors tight grip. He pulled her forward and again and was about to slam her into the wall for she was sure would be the last time before her light burned out completely.

From a distance Leo had begun regain his composure and looked up see April in the monster's hand, as he repeatedly slammed her into the steel wall. Leo knew better than to hope she was last long. Had it have been one of his brothers he would have had more hope but compared to them April was much weaker. She was built for agility and speed, not strength and durability and would not last much longer if this continued.

Leo snarled and grabbed Gunshin. He was not sure what it was that flowed through him when he felt himself become immensely more powerful as he tapped into his chi; rage, determination, heroism, fear; but whatever it was, it gave him the push he needed. Patterns of a light blue color that matched his mask appeared all over his skin. Karai watched in amazement as they began glow brighter and brighter. He aimed Gunshin at the demon and the sword began to glow as Leo shared some of the power that coursed through him with his blade. Seconds later, a beam of blue energy erupted from the tip of Leo's deadly steel and charged at the demon.

The demon turned its attention away from April and had enough time to release the first part of a horrified screech as the beam connected with it.

The good news, it released April immediately.

The bad news, she fell and her head bounced off the ground before her body became still.

The beam continued to attack the demon. It got brighter and more powerful which caused the beast to howl in pain. Tiny rays of the beam began to appear on the creatures back.

From where he stood, Leo gritted his teeth and took a step closer. He willed the shaft of power that erupted from his blade to become more powerful and more small rays appeared on the demon's back. They continued to appear until the beam broke through the flesh completely. The demons howls ceased and the beam began to die down. Once it was a gone, a large hole was in the middle of the demon's torso. It lay on the ground motionless, its skin charred and black. It smelled much worse than before, but because it was no longer trying to kill them no one complained.

Leo swayed slightly and would have tipped over had Karai not steadied him. It always baffled him how an attack so powerful could leave him so weak. He felt as if he had not slept in weeks and every last one of his muscles were sore. He wanted to just collapse onto the ground and close his heavy eyelids. He almost did, but he looked up and saw April who still had not moved.

"No." He breathed. He pushed away from Karai without any word of thanks to her and scraped what little energy he had left together and sprinted over to April. Karai did not mind, in fact she did the same thing. She admitted to herself that was a little concerned, April had saved her life and maintained the decency to not mock her about it. Karai found Leo on ground with April's head cradled in his arm. He brushed a few displaced strands away to reveal her dazed face.

"April? April, can you hear me." He asked her. He placed a hand under her neck to check her pulse and was relieved to find one. It weaker and slower than it should have been but it was a pulse. He asked again if she could hear him, but she only groaned and her head rolled off to the side.

Leo exhaled and slapped his forehead with his freehand. "Casey's gonna kill me." He groaned into his palm.

"Then why don't I take that burden off his hands?"

Leo froze at the sound of the cold, gravelly voice. He tore his gaze away from April and looked up to find himself, Karai and April surrounded by Bishop's soldiers.

Leo wanted to back away but only found the steel wall. Bishop and his men had formed a tight semi-circle around the three of them and all of them were in the position to shoot. Leo was fast but he, nor Karai even with all of their ninja training, could move faster than a bullet bullet.

"Take'em out!" Bishop barked.

The puppets obeyed their master and their hands moved to the triggers. Karai shot Leo a panicked look as she backed into the wall. Moments before they guns were fired Leo spoke.

"Wait! We did not come to harm you! We came to offer you a temporary truce. A truce that would help you take down the one behind the attack on your base." Leo said as sternly as he could in his current exhausted state.

Bishop's men did not look fazed and were still going to shoot, but Bishop held up a hand and stopped them. He looked around him at the mass graveyard that formed in front of his base. He looked back and Leo and peaked an eyebrow before he spoke.

"I'm listening."