A/N: Heh, well its, uh, been a long time since I've worked on this story, so I thought an update might be in order. Just a little bit of a reminder, Shredder is not an utrom (which I think was a huge mistake on behalf of the writers of the television show) in this story, he is strictly human, so I have changed events somewhat to fit into the story.

Chapter 2

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Oroku Saki sat in the lotus position in his dojo, silently mediating as he waited for his daughter. It wasn't long before he felt her presence standing before him. Saki opened his eyes, and waited patiently as she bowed to him.

"Father, the Foot ninjas from both teams have been prepped for the mission, and are ready to be deployed." Karai informed him.

Saki's mouth stretched slightly in what could only be described, by those who knew him best, as a smile. "Excellent work Karai, Your efforts to please me have not gone unnoticed. You are dismissed so that you may prepare for tonight's attack, and be sure to inform the Elite that we will be leaving late after nightfall."

"Thank you father" Karai replied with a tinge of relief in the pit of her stomach.

"Karai" Saki called out as she was about to leave the room.

"Yes father?" She asked as she turned to face him.

"It will do you well to remember that mistakes will not be tolerated" he calmly informed her with his eyes closed as he resumed his state of meditation.

"I will not let you down father, you have my word" Karai said fighting back the shiver fear that pierced her to her very soul. Saki's threat, although lightly spoken, held more meaning than most people knew.

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April O'Neil put on her fluffy blue robe over top of her t-shirt and sweats after her shower, and shoved her feet into her old gremlin slippers, before leaving the bathroom. She walked to the kitchen where she grabbed a beer, and a bag of microwave popcorn, then flopped out onto the sofa ready, to watch the late night horror movie on t.v.

"Ah jeez this is lame" April complained after she got half way through the movie. "Don't think anyone is capable of making a decent horror movie anymore" she muttered to herself.

As she contemplated turning off the movie early, she heard the tiniest thud coming from coming from her store below. Instinctively, she reached for her shellcell, and her bo staff, that Master Splinter had been training her with. She knew that she was probably overreacting, and her mind was telling her that it was probably just Casey, or one of the turtles, but her developing instincts told her to be prepared for anything.

Shedding her robe, and moving as quietly as she could, April flicked off the lights, and made her way to the door that led to her shop, opened it silently and peered through the crack. Her heart clenched in horror as she caught a glimpse of a dark shadow that didn't belong to one of her terrapin friends or boyfriend, dart quickly across the room and move under the stairway. Softly, April closed the door, and made a silent dash for her kitchen where the fire escape was located as she pressed the emergency button on her shellcell.

Just as she was about to throw back the curtain to the window, she drew her hand back startled, as she heard the window opening from the other side.

'Ah...shell' April thought as she backed away quickly and darted to her bedroom.

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He wasn't sure how long he was there, lying in his bed as still as he possibly could. He wished that he could erase the images that were permanently burned into his memory. What he wouldn't give for a peaceful night's sleep. For the past two weeks the nightmares had been getting stronger, and more frequent. It was driving him over the edge, and he was beginning to worry that he would begin lashing out at his family. It was something that really upset Raphael, as he had learned to exercise more control over his temper. Hell he didn't even fight with Leo much anymore other than the occasional argument. After the whole incident where he almost killed his youngest brother a while back, he realized he had a problem. Sure he still had his moments, and he still had a tendency to leap before he looked. Yes he was still a hot head a lot of the time, but at least he learned to take his aggressions out in a more practical manner and not on Mikey's head.

After lying awake for what seemed like hours, Raphael felt himself beginning to drift more peacefully off to sleep when the alarm on his shellcell started beeping. With a shot, Raphael was out of bed. He grabbed his cell and saw that the emergency was coming April's place.

"Oh shell" Raphael muttered as he threw on his gear and grabbed his sai. He ran out the door just in time for his brothers and his father to meet him in the hall. Without a word, they made a dash for the elevator that took them to the battleshell. Donatello jumped into the drivers seat, while Splinter took the passenger's seat beside him.

Raphael could see the worry in each of their eyes, he knew reflected his own. April was like a sister to them, and if anything happened to her... He shook his head. He couldn't allow himself to think of that right now.

"What do you think happened?" Michelangelo asked feebly as they speed down the streets of Manhattan towards April's place.

"I don't know what's going on, but be ready for anything guys" Leonardo warned.

"Ya think? Good call Mr. States the obvious" Raphael mumbled.

"Raphael" Master Splinter warned from the front of the truck.

"Sorry" Raphael apologized truthfully "just a little on edge"

"It's okay. I know how you feel" Leonardo replied shooting a worried look at his brothers.

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"Sir the turtles are on the move" Chaplin said through the phone. "The were spotted in their vehicle six blocks from Miss O'Neil's home"

"Excellent" Oroku replied "Have you shut down their security systems?"

"Yes sir. You have one hour to complete the mission before the system resets itself"

"Be sure to be on standby Chaplin" Saki ordered before ending the call "we'll be sending through as much information as we can"

He snapped the phone shut, and motioned for his Foot soldiers to follow him through the tunnels, into the home of the turtles."

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April clenched her teeth in anger as she flattened herself against the wall as much as she could. She figured she wouldn't live to see another day, but damn it, if she was going out, she was taking someone with her.

The door to her bedroom opened, and a shadowy figure stepped beside her. Her eyes widened momentarily as she instantly she recognized this person as a member of the Foot clan. As quickly as she could, she used her bo to knock the Foot soldier to his feet before he knew what hit him. As he reached for his weapons, April smashed her bo into his head, knocking him unconscious.

A moment later, another soldier came into her room, and was instantly knocked out with the first one.

April knew that her luck would run out soon if she didn't find a way out of the situation, and fast.

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Donatello brought the battleshell to a screech halt a couple of blocks away from April's building to prevent alerting potential intruders they had arrived. Quickly, the five of them jumped out of the van while Leonardo gave out his orders. "Mike, Don and Master Splinter, you three stick to the back alley's and go in through the back of the store, Raph and I will go by rooftop and go in through the top window of April's apartment.

Splinter shot his son's each a fleeting glance that spoke a thousand words. He didn't need to tell them to be careful; he trusted them to look out for each other, and to safely come home to him, along with their human friend who was like a daughter to him. The sick unsettling feeling in the bottom of his soul was crying out for him to keep his family together, and not let any of his son's out of his sight, however, he knew that their dear friend was in danger, and he had to put his personal feelings aside until she was safe. With a small sigh, Splinter glanced over his shoulder once more at his two sons who were making their way up the fire escape.

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As quickly, and as quietly as they could, Leonardo and Raphael gracefully weaved through the shadows as they made their way towards April's apartment. Once they landed on the rooftop beside April's building, Leonardo signaled for Raphael to stop. Hidden in the shadows of their intended destination, were a couple of people. Leonardo mentally cursed because although these goons were clearly not the greatest of thinkers, as they had picked an obvious hiding place, they were in a place that much to open for he and Raphael to strike at them with the element of surprise. If they had at least half of a brain, they would probably alert who ever was attacking their April before they had the chance to attack.

Leonardo glanced sideways at his brother who had clearly come to the same conclusion judging by the scowl of frustration on his face. The two of them turned, and back tracked a few roof tops where they could quickly form a new plan to get into April's place.

"Why don't we just head down to street level, and then go in with the others? There's strength in numbers" Raphael asked in a low voice.

Leonardo frowned thoughtfully. "I don't know Raph, I'm afraid if we lose the element of surprise, it will give whoever is in there to do serious harm to April before we have a chance to get to her."

"Yeah I know Leo, but what else are we gonna do? We're kinda running out of options and time here"

Leonardo was about to respond when the distinct sound of feet falling softly behind them caused them both to freeze.

Weapons drawn, Raphael and Leonardo quickly jumped up to face Karai standing behind them with the Elite Foot soldiers at her side.

Leonardo snarled at the sight of her. "Karai"

"Greetings Leonardo" Karai responded with a smile.

"What the shell do you think yer doing Karai" Raphael spat as he pointed his sai towards her accusingly. "You better hope that one hair on April's head isn't harmed"

"You are in no place to be making threats turtle" Karai fired back with equal venom.

Leonardo felt his body shaking with anger as he fought to control himself from simply attacking her and cutting her throat open. "Karai I thought I made it clear after you tried to take out my family, I wouldn't show mercy the next time you put a foot out of line."

Karai's eyes flashed in anger "I don't take orders from you Leonardo. After you and your brothers murdered my father, I swore vengeance, and I fully intend to follow through on it until I am standing over the graves of each and every one of you."

Raphael growled softly beside him "Your father deserved everything he got and more. I only wish I had the chance to drive my sai into him before he was blown up."

"You're on dangerous ground Raphael" Karai hissed as her body tensed visibly. "Speak of my father again, and I'll personally cut the tongue out of your head"

Raphael grinned in an odd mixture of amusement, anger and challenge. "Try it and I'll drive my sai into you instead"

Leonardo braced himself, readying for a full out battle with his brother at his side "You had your chance Karai, I won't hold back anymore"

"Good" Karai said as she also braced herself "because I'm done dealing with you. This ends now"

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He slowly pushed opened the very well camouflaged door that led to the home of his enemy. Soundlessly, it swung open to reveal the home where the turtles spent their days believing themselves to be safe from the world above. Saki stood drinking in the sight before him in all its glory. Under his mask, he was smiling.

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Michelangelo silently crept up the stairs behind Donatello and Splinter towards April's apartment. He and his brother and father had been shocked to find themselves battling members of the Foot hidden in the store below the apartment. He had thought that after Leonardo had last met with Karai, there was no way in shell she would come after one of their family again. Of course should he really be surprised? She was the daughter of old Shred head after all.

A sudden crash behind Michelangelo nearly caused him to jump out of his shell. The three of them turned to find none other than Casey Jones sprawled out on the floor below them decked out in the usual hockey mask complete with a baseball bat and hockey stick. He was, at the moment gathering himself off the floor after tripping over an artifact of April's that had been displayed neatly on a pedestal.

"Casey what are you doing? Trying to give me a heart attack?" Michelangelo snapped.

Splinter palmed his face, and Donatello glared at the masked vigilante.

"Sorry guys, it's hard to see in here with the lights out. I got the emergency call on my shellcell" he explained holding up the said phone defensively.

"Yeah, well now that we've completely lost the element of surprise...Casey..." Donatello said continuing to glare at his friend "we'd better get our shells up there and help April before they hurt her."

In silent agreement, the four of them quickly made their way upstairs and into the apartment. A few foot soldiers were standing in the hallway, but were easily brought down between them.

A muffled scream came from in April's bedroom, and Casey immediately sprung forward and brought the door down in one swift kick. Inside, April was fighting off a group of four Foot soldier's that had her surrounded, and two unconscious ones were lying on the ground in front of the door. They were clearly wearing her down, as her moments were visibly sluggish as she swung her bo out fending them off.

The four of them charged forward, grabbed the remaining Foot, and knocked them unconscious. None of them happened to notice however, the Foot solider who had been earlier knocked out by April, come to, and throw a dagger which embedded itself into the back of Splinter's left arm.

Splinter gasped in pain as he gripped at his arm. Growling, Michelangelo rushed over and knocked the Foot soldier over the head using his nunchaku with a loud crack.

"Are you okay Sensei?" Donatello asked as he examined the fresh wound.

"Yes I will be fine my son. But I feel it would be wise for us to leave immediately. Are you okay Miss O'Neil?" Splinter asked.

"Yeah thanks guys. I don't think I could have held out much longer" April replied.

"You did awesome April" Michelangelo praised. "You know, you should really think about joining us more often on our patrols of the city."

"Thanks Mikey" April replied with a smile as they made their way out of the bedroom "but I think I've had enough excitement for awhile."

Splinter suddenly froze in his tracks causing the others to stop and watch their Sensei in concern. "Miss O'Neil" Splinter asked calmly "Have you seen or heard anything from Raphael and Leonardo?"

"No" April replied in surprise "You mean they didn't come with you?"

"We split up before coming" Donatello explained, worry evident in his voice "They should have gotten here by now"

The five of them momentarily shared a worried look. "Don't worry Sensei, Don and I will go find them" Michelangelo reassured his father.

"April, there is a first aid kit in the battleshell, could you..." Donatello started to ask.

"Don't think twice Donnie, I'll help Master Splinter. You two find your brothers, we'll be waiting for you" April said encouragingly.

Splinter grabbed Donatello's arm before they could leave. "You must give me your word that you and Michelangelo will stay together and not go separate ways. Right now you need to watch out for each other"

Donatello nodded in agreement "You have my word" He shot his friends a grateful look as they split to go their separate ways.

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Saki walked through the lair of the turtles examining everything he could get his hands on. Already, his Foot soldiers had, with the help of Stockman and Chaplin's special equipment and instructions, installed tiny video cameras that were untraceable by any of the technology the turtles may have possessed, and copied all the information stored in Donatello's computers, and sent it on back to the Foot headquarters. Now Saki was searching around for any bit of information he could find about his enemies.

"Master Saki" one of the Foot called out from the bedroom across the hall.

Shredder briskly walked into the room. "What is it?" he asked somewhat impatiently as he glared at the Foot soldier who was knelt at the foot of the bed with loose bricks piled at his side.

"I found this book" he said in pride as he held up a leather bound journal. "It seems to be a diary, or a novel one of them was working on. It has all kinds of information about fights they engaged in, and details about their lives"

"Let me see that" Saki demanded snatching the book away.

Indeed the book seemed to be detailed with a lot of information about the turtles, much of which discussed battles they had engaged in with Saki himself.

He handed the book back to the Foot soldier. "Scan this book, then be sure to put it back exactly as you found it"

"Yes master" the Foot soldier responded immediately getting to work.

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They didn't have far to go when they came across their brothers battling Karai and the Elite Foot soldiers. In fact, it seemed that they had came at the right time, as both Leonardo and Raphael were fighting for all they were worth, yet being pushed closer and closer to the edge of the building.

Donatello gasped in shock as he saw that Karai's blade was lined up, ready to take Leonardo's head off while his back was turned. With an angry growl, Donatello whipped his bo from off of his back, and as fast and hard as he could, he sent his bo flying into her shoulder which was enough to knock her off balance and drop her weapon.

Karai shot Donatello and angry glare, which he retaliated with a smug grin.

Michelangelo and Donatello joined in on the fight, evening the odds as they punched and kicked their way through the Foot. Soon, only Karai and a couple of the Elite were left standing, and were quick to disappear once the saw they were out numbered.

"Jeez I'm glad you guys are okay" Michelangelo said in relief as he slung and arm around both Raphael and Leonardo's shoulders.

"Yeah you guys almost gave us a heart attack when we found out you never made it to April's" Donatello agreed.

"Is April and Sensei alright?" Leonardo asked in concern.

"Yep" Michelangelo said nodding. "One of the Foot did manage go get Sensei in the arm with a knife, but other than that everything is okey dokey."

"Casey showed up at the last minute and blew our cover, but April had taken a couple of them out herself, so it really wasn't any trouble at all." Donatello explained. "But we really need to get going. Master Splinter will need to have his arm properly bandaged, and we're far too exposed being out here in the open."

The others nodded in agreement, and made their way back to the battle shell, and soon headed back to the lair.

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Saki pulled the ringing phone out of his belt and answered it.

"I've just been informed that the turtles are on their way back home. They should be arriving in approximately ten minutes." Chaplin told his boss.

"Good" Saki replied "We've just finished up here"

He snapped the phone shut and called out to the Foot soldiers in the lair to attention. "We will leave in one minute as the turtles will soon be arriving. We must be sure that everything must be put back to its exact location, and appear as though untouched. Get to work.

The Foot quickly dispersed themselves throughout the lair once again, carefully making sure that everything looked perfect before joining their Master at the front entrance. Soon they were headed through the tunnels, and once they were a safe distance away, Chaplin made sure, on Saki's orders, that the alarm system for the turtle's lair was back up and running as if it had never been touched.

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