In the city, April, Casey, and Irma were leaving the Pizzaria, the bespectacled girl holding her stomach, "Ugh, I know they said that pizza was gluten-free, but I definitely tasted gluten," Irma complained as the three left, Casey walking his bike.

A rat saw the three teens coming and ran off as a large shadow ran after it, "Thanks for hanging out with us on our date, Irma," Casey said sarcastically, "We really needed a chaperone."

"Anything I can do to help," Irma shot back with a smile.

April then glanced at Casey, "Um, who said this was a date, Casey?" She asked with a smirk and brow.

Casey gave a smirk back, not seeing the shadow of a man in a hat behind him but did see the rat that scurried in front of them, "Nyah! What the-?!" Casey said in fright, dropping his bike.

Irma shot an amused smile at Casey, "I can't believe someone as big as you is afraid of a little rat." She teased while April shook her head in amusement.

Casey frowned and picked up his bike as April saw a brown and striped cat in front of them and meowed at the retreating rat before grooming herself, "And I can't believe that rat was afraid of this adorable little kitty," April cooed while picking up the cat.

"I mean rats are relatively harmless," Irma said as from the trash behind them, something was watching them, "They also share many similarities with humans which is why they're used in scientific experiments," She added as Casey got on his bike.

"Does she ever shut up?" Casey whispered to April as she checked the cat.

"Little kitty doesn't have any tags," April said in sympathy, "We can't just leave her here,"

Irma then raised her hands, "Don't look at me, I'm more of a rat person," She said as April got on Casey's bike before she felt something behind her and looked, only to see nothing.

"Catch you later Irma," April waved before she rode off with Casey, "I think Robyn can help us find this kitty a home," She added.

Irma gave a dry look and waved, "Sure, ditch me again," She said sarcastically as the creature watching her, moved in closer, "One of these days I'm gonna find out where you two are always running off to, and then I'll-" She was cut off when she heard a loud roar behind and screamed when she what it was before it pounced on her.


Down in the Lair, Leo faced Naomi while Splinter, the other turtles and Leatherhead watched them. "I don't know, Master Splinter." Leo said in concern as Naomi was putting on a blindfold, "This doesn't seem fair." He said.

Splinter stroked his beard and hummed, "What do you think, Maolier?" He asked as Naomi had finished tying the blindfold behind her head.

"I can assure you Leonardo, this situation is very fair," Naomi said with a smile before bowing and drawing her Naginata. Leo then drew his blade and took a ready stance as he charged at her, but she quickly side-step as she went behind Leo, which surprised him.

The other turtles then burst into laughter from that. "A swing and a miss!" Jenny called.

"Blind fighting is more than honing your other senses. It is about perception and giving the illusion of control." Splinter explained as Naomi circled Leo while drawing his other sword and charged at Naomi, but she dodged each strike.

"You may think you have the upper hand in the situation, but in reality…" She said as she blocked one of Leo's swords and leaned close to his ear. "...you do not." She said with a smirk as she swiped Leo and knocked him down as his eyes swirled in dizziness.

The other turtles, sans Vee, Leatherhead and Olly, laughed hard at his humiliation. "Looks like someone needs a shower." Mikey joked.

"How's that floor tasting, Lame-onardo?" Raph joked.

"Hey, easy, guys. I seemed to recall we all ended up on our shells during this lesson," Olly reminded his sisters.

"Leonardo should be commended for his valor and determination," Leatherhead added.

"And we should learn from his defeat, that's why it's called a lesson and training." Vee pointed out with a brow.

"Really, because this looks like entertainment!" Jenny called as they laughed hard before Naomi went behind them and whacked the turtles, san Vee, Olly, and Leatherhead, on the back of their heads, "Ow!" they cried in pain while rubbing their heads.

"It is easy to hear loud mouths just from here to Japan." Naomi said while still blindfolded.

"Yes. Indeed. Very good, Maolier." Splinter said with a smile before he cringed as he held his head in pain, he turned and took deep breaths as the others were doing their own business. "You, turtles!" He called as he raised his cane as the turtles turned to him. "You will fall!" He yelled, which made the others flinch when they saw his eyes glow red, but he returned to normal as he took deep breaths and dropped his cane.

"Master Splinter, are you alright?" Olly asked as the others looked at him in concern as Splinter fell to his knees.

"I'm sorry, my children. This is…" Splinter said as he trailed off and looked on in worry. "Something is wrong. I must meditate. We will continue this training another time." He said as the turtles and Leatherhead, stood up before walking out of the dojo.

"Did you guys see that? Sensei gave us the crazy eyes!" Ames exclaimed as Olly, Naomi, and Leo looked at Splinter in concern before walking out.


In the Lab, Donnie was mixing chemicals with Robyn next to him, while Tal was working on something under a tarp and Ames was sitting on the desk eating some ice cream, enjoying the taste. "I wonder what got into Master Splinter during train-" She then screamed as she clutched her head, spilling her ice cream everywhere. "Brain freeze!"

"Ames!" Robyn, Tal, and Donnie exclaimed in annoyance.

"You're making a mess!" Donnie said as Ames continued eating, "Keep your ice cream away from our Equipment! I'm trying to study Robyn's DNA to see if I can make Retro-mutagen from it," He said, before turning back to Robyn.

"So you really think my blood is the key ingredient to a cure for my dad?" Robyn asked Donnie who stirred a beaker.

"Considering the Kraang want April but not you, despite the fact you're both Kraang/human hybrids, it's likely. But with Ice cream everywhere it's impossible," Donnie complained as he didn't see that Ames accidentally spilled a scoop of ice cream onto the mutagen, which made Ames gasped in worry. "Mikey usually does this while messing up my stuff."

"And I still need to finish work on this new bike, so, Ames, if you don't mind," Tal said as she turned to her sister as she hid the mutagen with her shell while smiling nervously and winked. "Alright, what did you do?" She asked suspiciously.

"Nothing! Just chilling!" Ames called, while they looked at her strangely before a voice spoke up.

"Hey guys. What's up?" April asked from the doorway.

"Hey, April!" Robyn waved to her sister.

"April," Talena said neutrally with a brow as Casey came in after April.

"Casey." Donnie said dully while giving Casey a look.

"Talena." April said neutrally as well.

"Donatello." Casey said with the same expression.

Robyn then got between them, "Okay, before we get into a four-way lovers' quarrel," She said, keeping them apart before turning to April, "What brings you two down here?" She asked.

"I came to see if the guys, and Talena," She said, shooting a look at Tal, "Could look after this," She finished, pulling up the cat.

Ames then got up to the cat with wide eyes. "Aw, look at this cute kitty! Coochie, coochie, coo!" She called as she hugged the cat with her arms while dragging her to the table as the cat licked some ice cream. "Can we keep her?" She asked.

"Um, did you forget that Jenny is afraid of cats?" Tal questioned Ames with a brow.

"And Master Splinter is a rat." Donnie added.

"Yeah. What if that cat goes nuts and attacks him?" Casey asked with an amusing smirk. "She could feed off his body for months."

"Okay, seriously, Casey, there's something wrong with you." Robyn said with a look at Casey.

While the others chatted, Ames turned and saw the cat licking some of the mutagen the ice cream fell on, which made her gasp in horror as the cat's eyes and mouth glowed. "No, no!" She called as the cat then started melting into ice cream as she fell on her side. "No, no!" She cried as the cat melted into pure ice cream. "What have I done?" She asked herself in despair.

But then the ice cream reformed into a pile of frozen delight with a cat head and small noodly paws that looked at Ames with a smile. Ames just looked at the ice cream mutant, eyes white disks mixed with shock, awe, and fear, "You okay over there, sis?" Tal called, making Ames flinch and turn in panic while hiding the cat.

"Y-Yeah! It's cold! I-I-I mean cool! Everything's cool!" Ames quickly said with a nervous smile as the others looked at her strangely. "Cool like ice cream. Ice cream's cold! And tasty too." She added before she stood in silence for a moment before turning and grabbing the cat mutant and rushing out of the lab without them looking as the Five looked at each other strangely.


In the Dojo, Splinter was meditating in front of the photo of his family but as he concentrated, flashes of a green face, a creepy smile and red eyes appeared in his head.

"No," Splinter muttered as he held his head before realizing who it was, "No, I defeated you. You were gone!" He said to the black void he found himself in and started running through the darkness aimlessly.

"I am never gone. I live because you live," A familiar voice spoke to Splinter as he felt his eyes following him.

Splinter stopped running and held his head, "Get out of my mind!" He demanded.

"I'm even deeper than your mind." The voice said as a blue light appeared and revealed Splinter's old human form. "I'm inside your very soul. You will give everything to your king!" A bandaged-wrapped hand grabbed Splinter's old human form to reveal to be the Rat King. "Your Rat King!"

Splinter then focused his Chi and held his hands out, "You have no control over me!" He said firmly as he felt the Rat King's blood red gaze on him.

"I will have, what I came for," The Rat King said before a powerful rush of energy caused his connection with Splinter to be cut.

Splinter opened his eyes and saw Naomi kneeling in front of him, pulling her hands back with a concerned expression, "Master Yoshi, are you alright?" Naomi asked.

Splinter panted slightly and held his head, "Y-Yes, I am fine. Thanks to Maolier," He said as Naomi helped him up, "I see you have mastered transferring your chi to others,"

"I have been honing my spiritual skills since I was a hatchling." Naomi said before she gave a concerned look. "But, Master, who was that man?"

Splinter held his head, "And old foe I thought I had vanquished," He said with a wince before walking out as Naomi helped him, "Come, we must tell my sons and the others,"


In the kitchen, Ames quickly put the mutant ice cream cat in the freezer. "Don't worry, little kitty. This will keep you from melting, until I find some way to tell the others about what happened." She said with a concerned look before the cat licked her on the nose, which caused some ice cream to stick as Ames licked it and shivered with a smile. "Wow, you know, you being ice cream, really does copy the flavor, Ice Cream Kitty." She named the mutant while hugging herself.

"Ames?" Ames flinched and immediately closed the freezer with her back to it as she saw the turtles, the O'Neil sisters, Casey and Leatherhead looking at her oddly.

Jenny, however, looked very anxious as she held a broom while looking around, "Alright, where's the cat?" She asked with a hint of fear.

"Uh, what cat?" Ames asked nervously. "I didn't do it! I didn't touch it! And I…"

"What are you babbling about?" Raph asked in confusion.

"Yeah, Ames, you're acting weirder than me." Mikey commented before Splinter and Naomi walked into the kitchen.

"Everyone, Sensei has something important to tell us," Naomi explained as she walked up to the fridge much to Ames's worry, "But first, he needs ice for his head,"

"And possibly Cheesicle." Splinter groaned.

Naomi chuckled, "Of course, Master," She said as she turned to the fridge, "Amoly if you would, I'd like to open the freezer for a moment,"

"You can't do that!" Ames quickly said in panic and slammed the freezer shut just as Naomi opened it, "No Naomi!" She exclaimed, surprising the brown-clad turtle.

"No?" Splinter questioned Ames with a look as she and Naomi looked at him in concern. "You tell us 'no'?" His eyes then glowed red as he gave a scream and punched the two girl turtles away as he then spasmed around, much to the others' shock.

Ames then ran off as Splinter started chasing her around the kitchen. "Help! Mad sensei on the loose!" She screamed as the others got out of the way of the Primal master.

"This is not helping my whole rat then!" Casey cried while clutching a wrench as Splinter and Ames went past him.

Ames was soon pinned down by Splinter on the table and she whimpered in fright as Splinter looked ready to bite her, "Help her!" Olly called as he, Leo, Raph and Donnie tried to pull Splinter off her but he shook them off.

Mikey then turned to Leatherhead, "Leatherhead, get Sensei off Ames!" He told the alligator.

Leatherhead then grabbed Splinter and he held him tight while pulling him away from Ames. "Don't make me hurt you Great Splinter!" He warned to Splinter as he kept struggling before he stopped and looked straight at them.

"I've got what I came for." Splinter said in a disoriented tone, which spooked the others. "Soon, New York, and the world, will be mine!" He exclaimed as Splinter's eyes returned to normal and he went limp in exhaustion.

The turtles and humans gathered around Splinter as Leatherhead put him down, "Sensei are you alright?" Vee asked in worry.

"What happened to you?" April asked as Splinter rubbed his head.

Naomi then turned to her friend in worry, "Everyone, an old foe has returned, stronger than ever," She explained.

"What, who?" Leo asked before he, his brothers and April remembered the only enemy who could make their Sensei lose control, "No, you don't mean," He trailed off in dread.

"I'm afraid so, the Rat King has returned." Splinter said grimly.


Up on the surface, the Rat King watched over the city with several rats on a rooftop, "Go forth my rat warriors, you know what you must do," The Rat King said with an evil smile, "Attack!"

Then almost instantly, monstrously large rat mutants erupted from the sewers, rampaging through the streets as the people ran away in fear. The Rat King laughed evilly as a storm arrived, bathing the mutant rats as they started grabbing any humans they could find. In movie theaters, to alleys, and to the park all over town as the Rat King watches from the rooftop.

"Look at it, Aristotle." The Rat King said while gesturing at what was happening. "Such beautiful chaos. I see it through every pair of rodent eyes. Soon, this world will belong to our rat brethren! With me as it's king!" He declared as he watched on through every rat in the city.


In the sewers, the Turtles and company were watching the news report of the Rat Attack on the surface, "This is Joan Grody reporting live from Bleecker Street, where giant rats have emerged from the sewers." Joan Grady explained as her cameraman got all the footage, "These revolting rodents are snatching people away. On this edition of Grody to the Max." She finished with the 'Max' deep before she was pinned down by rats before the signal was cut.

"So, the Rat King is actually a Scientist named Dr. Falco?" Jenny said, going over what the turtles told them.

"Yeah. He was experimenting on some mutagen to require psychic powers, even turning his partner, Dr. Rockwell, into a monkey while testing it." Donnie explained. "We managed to stop him but then he came back, with the power to control rats, even Sensei,"

"We thought after Splinter kicked his butt that was last we'd see of that creep, looks like we were wrong," Raph said while crossing his arms.

"And apparently, he upgraded his rat minions." Tal commented after seeing the large mutant rats.

"Giant rats! Giant rats!" Casey said fearfully as he sat down before April placed a hand on his shoulder.

"Maybe you should sit this one out, Casey." April suggested.

"We could really use your help, Sensei." Leo said, turning to Splinter. "Last time, you took that creep down with one punch."

"Last time was different Leonardo, the Rat King has become too powerful," Splinter told him, "I do not fear for myself but what he could…force me to do."

Vee then stood up, "Well, his majesty might know about you boys, but he doesn't know anything about us!" She said gesturing to her siblings.

"We should head to the surface, and drive the giant rat back underground!" Leatherhead declared.

"And then we can focus on rescuing the people they've taken," Olly declared.

Tal then smirked, "Then it's a good thing I just finished work on our new wheels!" She said before she and Donnie headed to the Lab, "Meet us outside!"

The others then headed to the garage door as it opened and out rolled Tal on a green and yellow painted bike with a shell symbol on it, "Ladies and Gentlemen, we give you: The Shell-cycle!" Donnie declared.

The others looked at the Shell-cycle in amazement. "You guys made a motorcycle?" Raph asked in shock.

"Well, if you boys already have the Shellraiser, the Stealth-bike, the shell-sub, and the patrol buggies, why not a few extra wheels for us girls?" Tal asked with a smirk.

Olly nodded, "Alright, April, Donnie, and Jenny you take the buggies, Leo, Raph, Ames, Naomi, and Vee you take the Shellraiser, Casey, and Robyn you got your bikes, Tal takes the Shell-cycle, and I'll take the Stealth-Bike." He said as they all nodded.

"So how are we gonna get those rats to pay attention to us and not the humans?" Robyn questioned.

"By, leading them away with something they like." Leo suggested. "Any animal can be lured by food." He said with a smirk.

"Works for me!" Raph said with a smirk as well. "Now we just need some rat food to lead those hairballs away,"

"Ha, what are we gonna do? Put a block of cheese on some sorry sucker's head?" Mikey joked before the others smirked at the idea and they all looked at Mikey, who looked at them in confusion, "Wait, why are you all looking at me like that?" He asked.


On the surface, the Rat King continues laughing at the chaos on the rooftop. "The human species is coming to an end! It is time to advance to the next phase of evolution! Rodents shall rule!" He exclaimed. The mutant rats then sniffed as they smelled something before they saw Leatherhead rushing by. "What?"

"Why do I have to wear the cheese!?" Mikey questioned as he had a giant cheese tied on his head while he held on to Leatherhead.

"You heard our friends, Michelangelo. We must lead the rats away." Leatherhead said to them before Jenny, Donnie, and April drove by.

"And also, you're awesome at being bait!" Jenny added as the rats followed them as Mikey screamed as Casey and Robyn rode behind them.

"This is the worst plan ever!" Casey yelled in panic.

"Just shut up and pedal, Jones!" Robyn said as she picked up speed and jumped over a mutant rat, "Come and get me, Mickey!" She taunted as the rats chased after the heroes.

Mikey screamed as the rats were catching up. "Faster! Faster! Faster!" He cried before they saw a group of rats blocking their way before the Shellraiser came in front of them with Tal and Olly behind it.

"Sorry, we're late!" Leo called as he pulled a lever as the Shellraiser's Snagglefang rammed through the barricade.

"Remember, we need to keep the rats' focus off the people!" Olly told the team, "Just keep running!"

"Won't be hard to do!" Raph called as the rats kept chasing them while Mikey screamed.


In the lair, Splinter was meditating in the dojo alone before he started seeing what the mutant rats were seeing while chasing after the turtles and their friends and the chaos going on in New York. "Revel in the madness, my brother." The Rat King said in his head. "There is room for you in my new world."

"No! Get out of my head!" Splinter yelled while clutching his head.

"It doesn't matter. You already belong to me. You just don't know it yet." The Rat King said to him.


Back with the others, Mikey kept screaming as he held onto Leatherhead while the mutant rats got closer. "They're gonna get me!" He cried out as one of the rats jumped from above and onto the buggies as they swiveled, but then the Shellraiser launched a garbage ball that knocked the rat away as they drove into an alley while the shellraiser was surrounded by rats.

"A little help here guys!" Leo called.

"Ah! We're trapped like rats!" Ames yelled as the Shellraiser tilted to the ground.

Olly drove by on the stealth bike as he opened it up and threw smoke bombs at the rats, which they cringed back and whined as they ran away. "Smoke Bombs filled with rat repellent, a great way to drive away mutant pests." He said with a smirk before the rats rammed him, as he swiveled off the road before crashing into a wall as he groaned. "I guess I should've closed the hatch after throwing them." He muttered as Robyn and Casey rode by while being chased by the rats.

"Geeze, these guys are more annoying than normal rats!" Robyn exclaimed.

"Let's see them eat this!" Casey called as he opened a compartment in his bike, which released marbles, which caused the rats to trip and fall.

Tal then drove up as she saw the chaos. "Alright, time to test the new girl's metal." She said with a smirk pressing a button on the shell cycle, which released some nuts and bolts from an installed blaster, which hit the rats as they ran off in pain. "Yes, the bolt blasters work." She said with a smile. Then the rats came up from behind them as they swiped at Tal's bike, which caused her to trip and fall to the ground and into an alley as she looked at her bike. "Oh, I waxed her!" She complained as the rats then blocked Casey and Robyn up ahead.

"Uh, Casey! More are coming at us!" Robyn exclaimed.

"Then let's roast 'em!" Casey called as he used his makeshift flamethrower on his bike and burned the ground between them and the rats. "Now to go out with a bang!" He said before firing fireworks at the rats, blasting them away.

Casey and Robyn cheered as they rolled passed and the cars near the Rat exploded, "Chew on that, rodents!" Robyn declared.

"No rat messes with Casey Jones and his sidekick Robyn!" Casey exclaimed.

"Sidekick?!" Robyn questioned before a rat tackled the two down as they screamed and were dragged away. "Should've seen that coming. HELP!" She called as the buggy drove to the side.

"Robyn! Casey!" April called out when she saw them. "Guys, turn the cart around!" She called as Jenny turned the cart around, but Donnie saw something above them.

"Oh no." Donnie muttered as more mutant rats came from above them.

"Split up!" Jenny called before the carts broke off into four as Leatherhead and Mikey came by and he took off the cheese as they retreated.

"Caligula, come to me!" The Rat King called as a mutant rat came to him and he hopped on. "Come, my brothers! Claudius! Nero! Comdeus! The rest of you! Back to the lair! We have enough humans." He said as the rat mutant roared as Robyn and Casey were still being dragged off as April drove up to them.

"Casey! Robyn!" April called as the Rat forced them down into the sewers but she grabbed its tail, futilely trying to pull it back up, "No you don't!" She grunted until she lost her grip and the rat disappeared into the sewers.

April sat there in despair as Donnie and Tal came up to her, "April, are Casey and Robyn…?" Donnie trailed off as April hugged him. Rather than being jealous, Tal placed a comforting hand on April's shoulder as she and Donnie looked at each other in concern before looking down at the entrance of the sewers.


"Hey, are you two okay?" Irma's voice asked as Casey and Robyn came to as they saw Irma in front of them. "Robyn? Mister?" She asked as Casey yelped as he stood up in startled while Robyn looked at Irma in surprise.

"Irma?" Robyn asked in surprise. "You got caught too?"

Casey cleared his throat, "We're fine miss. But where are we?" He asked in a deep voice as Robyn raised a brow.

"The sewers," Irma answered as the two saw cages filled with all the people who were taken, "We're prisoners, of the Rat King,"

"Welcome esteemed guests. There is no need to fear I will not hurt you, that I promise," The Rat King promised as he walked in.

Casey shook the cage he, Irma, and Robyn were in, "Let us out of here, ya freak!" He demanded in his deep voice.

"All in good time." The Rat King said. "These were simple, ordinary rats, until I transformed them with my special metagenic growth serum." He said while patting a mutant rat and gesturing to some of the lab equipment and canisters of mutagen. "But these were not the soldiers I was looking for."

"So, what's that got to do with us?" Robyn asked but she already had an idea.

"I have just unlocked the secrets of the ultimate army." The Rat King said while placing a hand on a chalkboard with a chemical formula. "Rat people. And you, my friends, will become that army! He declared as the rats danced and chittered while the people looked on and cried in fear and Irma fainted before Casey caught her.

"Oh, this is not good." Robyn muttered.

"You're telling me." Casey muttered in agreement.


Back at the Lair, Splinter explained to the Turtles, April, and Leatherhead what he learned of the Rat King's plan, "The Rat King peered into my mind, to see what makes me unique and learned of the existence of Shell Tribe," Splinter explained with a serious look, "And with the knowledge he will create an army of rat people." He said as the others gave shocked expressions.

"Uh-oh," Jenny said in dread.

"Okay, that is not right." Vee said with a cringed look. "What should we do?"

Leatherhead turned to her, "We must go to the Rat King and fight, I would sooner die on feet, than live in cowardice!" He said firmly.

"Leatherhead's right, we gotta stop him!" Raph declared as he stood up.

"I told you, he is too powerful," Splinter said before frowning, "Even for me."

"But Master, if there was ever a time we needed you, it's now," Olly said while standing up.

Splinter then slammed his cane down, "Enough! I will not put you all in danger again!" He said firmly before turning to leave.

"We believe in you, sensei." April said as she stood up as Splinter stopped. "We need your help, and so do Casey and Robyn."

"You can't let the Rat King win because you're afraid." Naomi said firmly as she walked up to Splinter. "If you want to stay here and hide, fine, but we are going to save those people and our friends from Falco. Because a true warrior never leaves others to the fate of the enemy." She said as she walked off. "Prepare yourselves, everyone." She said to them as they all stood up and walked off to get their gear while Splinter stood there in thought.

As the others got their weapons and gear ready, Ames faced the one thing she knew could tip the scales should the Rat King get them, "Are you ready for the most dangerous, crucial mission of your life in which the whole world depends on you?" She asked seriously, talking to Ice Cream Kitty in the freezer, who meowed and wiggled around. "Aw! Cute kitty!" She said sweetly before she got serious. "Then, let's do this!" She called as she grabbed Ice Cream Kitty.


Back at the Rat King's lair, he had prepared his new mutagen formula as his white rat squeaked at him, "That's right, Aristotle. Every time one of my rat people bites a human, they will infect them, causing the mutation to spread and spread until every human being in this wretched world transforms into one of us!" He declared proudly before Aristotle squeaked again making him confused, "What's that you say? 'The serum's not perfected', What do you mean?" He asked.

Then something fell into a hole close to his table as the Rat King looked down and saw one of the reject mutant rat men with its body parts all mixed up and disfigured, "Cheese. G-Give me…Cheese," It mumbled.

The Rat King was unfazed by this. "Well, not every experiment can be a success." He admitted before he held up the needle. "But this new serum will work. Perhaps we should test it," He suggested as Aristotle looked at Irma and squeaked, "You're right Aristotle, she is the perfect test subject," He agreed with an evil smile as Irma fainted again.

Down below, the Turtles, April and Leatherhead looked up at the captured humans, "There's Casey and Robyn! They're alive!" April cheered quietly. "And Irma?" She asked in surprise when she saw one of her class friends.

"You know her, April?" Vee asked in surprise.

"She's one of my friends from school." April explained.

"Well, we can't let the humans see us. You have to free 'em, April." Donnie pointed out.

"Get Casey, Robyn and Irma out first, they should be able to help," Olly instructed as April nodded.

Leo then felt a hand on his shoulder and they turned to see Splinter, "Sensei?" Leo said in surprise.

"It is time the Rat King is dethroned," Splinter said firmly before turning to Naomi, "We are warriors of the Hamato Clan, we never turn our backs on those in need, no matter how strongly fear holds us," He said with a smile.

Naomi smiled, "I knew you wouldn't abandon us," She said proudly.

"Remember if I should lose control, you do what you have to," Splinter said seriously.

Ames then held a cooler closely, "Nothing bad's gonna happen. Not with my super secret weapon," She said with a smile.

"What is it?" Raph asked.

Ames turned and clutched her cooler tightly, "Hey, it wouldn't be a secret weapon if I told you," She said with a frown as Raph sighed and shook his head.

"Let's go!" Olly said as they all moved in position. April noticed the lever to Irma, Casey and Robyn's cage but it was guarded by a mutant rat.

Olly and Splinter were above the Rat King as Olly pulled out a dagger and was about to throw it at the Rat King but was stopped when Splinter grabbed his wrists with his eyes glowing red. The Rat King then gave a laugh as he turned to them before Splinter then started fighting the control.

"No! Get out!" Splinter yelled as his eyes glowed red again.

"You're mine now, Splinter." The Rat King said with a smirk. "Destroy your sons and their friends. One by one!" He ordered as Splinter pinned Olly down and drove the dagger closer to his chest as he struggled to break free.

"Not today, Rat King!" Ames yelled as she tossed the cooler at him, which released Ice Cream Kitty as she gave a battle meow. "Ice Cream Kitty away!" She called as Ice Cream Kitty landed on Rat King and attacked his face as he screamed, which broke Splinter out of his trance.

Tal looked at the Cat, recognizing it, "Is that, April's Cat?" She asked in surprise.

"Absolutely maybe!" Ames quickly said as Splinter jumped towards the Rat King just as he got Ice Cream Kitty off him.

"Destroy them!" He ordered as he ran out of his lair with Splinter chasing after him as they slid down the tunnel and into the sewers as the Rat King landed on one of his mutant rats. "Go, Caligula! Hiyah!" He said as the rat then ran off as Splinter landed and took off after them.

"You run like a coward when not in control!" Splinter called out.

"Who said I'm not in control?" The Rat King questioned with a smirk. "Attack!" He yelled as Splinter turned and saw a wave of rats chasing after him.


"Smell the cheese." Mikey said as he held up a block of cheese to one of the mutant rats as he punched it in the face. "Smell the cheese!" He punched it again. "Come on, smell it!" He kept repeatedly punching the rat.

Leo and Vee faced down another rat as it whipped Leo's sword out of his hand, "Hey, wanna try our new move?" Vee asked the blue-clad turtle.

"You're reading my mind," Leo said with a smirk before he gave a double punch to the rat's stomach as it reared up and then Vee jumped off Leo's shell and gave an upward ax kick, knocking it back further before the two charged and pushed the rat over the edge, "Booyakasha!" He declared as he and Vee High-Three'd.

"Sounds weird when he says that." Mikey commented as he punched the rat again.

"It sounds weird when you say it." Raph retorted as he kicked another rat away.

April then ran up to the lever as she pulled it and Casey, Robyn, and Irma's cage fell. "Yes! Finally free!" Casey cheered.

"Great job, sis!" Robyn complimented before Irma stood up.

"April! How did you find us? Did you follow the trail of rat droppings? It has a unique aroma of-" Irma ranted on.

"Not now, Irma!" The three yelled at Irma to stop her from ranting.

"Let's free the others and get out of here." Casey said in a deep voice as he went up to another cage.

April then turned to the other two girls, "Irma, Robyn, give me a hand with their cages!" She said as they nodded.

The three then worked on freeing the people in the cages while Irma played around with the controls, which activated the turbines as some rats and cheese fell in. "Oops!" Irma said with a cringe as everyone in their cages ran to freedom as Tal was still fighting the rats, but she was overwhelmed and fell straight to the fan with a scream, but a whip caught her leg.

"Gotcha, sis!" Ames called as she pulled Tal up, but the smart turtle then saw Ice Cream Kitty, who was licking herself as she gave a meow before Tal turned to Ames.

"We're gonna talk about that later." Tal said as Ames gave a sheepish chuckle.


Meanwhile, the Rat King reached an underground area called the Undercity, as he jumped from platform to platform as Splinter followed behind him. The Rat King then summoned a hoard of rats to one of the big platforms and used them to climb up as Splinter jumped and held onto the edge as the Rat King looked down. "Fall!" He called as the rats piled on Splinter, chewing his hands causing him to fall before he grabbed onto the pipe.

"No. I will not let you escape this time!" Splinter called as he gave a yell and climbed to the top.


Leatherhead roared as he wrestled with a giant rat, "Get off of me, beast!" He roared before biting down on the Rat's neck and threw it against the wall, knocking it unconscious.

As the mutants battled, the humans ran for the exit, "Hurry! Everyone run! We'll lock the door!" April called as a mutant rat landed behind her as Donnie fell down with a yell as he whacked it away from her.

"Get everyone to safety. We got this covered!" Donnie called.

"You always do." April said with a smile as Donnie returned it as the two broke off.


In the sewer tunnels, the two O'Neil's sisters, Casey, and Irma are running down the tunnel as they see the ladder. "I'll be fine the rest of my life without seeing another…" Casey was cut off when a mutant rat came in front of them, blocking their exit. "...rat." He finished fearfully as the rat roared at them as Casey's fear then turned into a glare. "Had about enough of you!"

The rat charged at Casey, but he took off his gloves and gave it a powerful punch to the face, knocking it out cold.

The three girls were shocked by this and glanced at each other, "He's definitely your type," Robyn commented to her sister.

"Robyn! Really! Now!?" April questioned with a look and a blush as Irma snickered.


With the turtles, Ames and Mikey were cornered by a mutant rat with their weapons dropped. "Easy, Mr. Rat." Mikey said slowly.

"Maybe we have an extra cheese for ya?" Ames said nervously as the rat growled at them. But then they heard a meow as Ice Cream Kitty flipped and attacked the rat, who caught the cat in its mouth but spit her out out as she landed in front of it with a meow. "Ice Cream Kitty!" Ames cheered with puppy eyes.

"You're our hero!" Mikey cheered as he and Ames hugged Ice Cream Kitty as the two licked the mutant ice cream cat. "And you taste so good!"

"Really good." Ames added as the Turtles regrouped and saw every rat down.

"I think that's all the rats." Raph said as Olly came up.

"We took care of the rats here, but what about Splinter and the Rat King?" Olly asked as he looked around.


Back with Splinter, he landed on the platform and saw the Rat King as the two faced each other and Splinter jumped and did a kick, but the Rat King dodgers and dodge every strike Splinter tried to give him before the Rat King punched him in the gut and knocked him back.

"That's right. Bow before your master, rat." The Rat King said to him. "There's nothing you can do that I can't see coming."

"So…" Splinter started as he looked up. "...you still think you are in control of this situation?" He questioned with a sly look before he jumped to his feet and knocked Aristotle off the Rat King's shoulder.

"Aristotle!" the Rat King called in horror as through Aristotle's eyes he saw everything fade into darkness. "You'll pay for that! I can still see through your eyes!" He said with venom to Splinter before he held up a blindfold. "What?" He asked in confusion.

"How about now?" Splinter challenged as he put on the blindfold as the Rat King was in complete darkness as Splinter appeared behind him. "Control is an illusion." He said as the Rat King tried to hit him, but Splinter vanished before he side-swept the Rat King and flipped him to the ground as Falco got up and searched for him.

"Where… are you?" The Rat King questioned fearfully as he punched the air as he tried to find where Splinter was.

"It can be even more blinding than the inability to see." Splinter said as Falco turned to him. "It can…" He stopped as Falco charged at him, but Splinter moved aside as Falco started falling into the darkness below with a scream. "...send you over the edge." He finished as he then walked off. "Goodbye, my king." He said as he took off his blindfold and walked off to find his family.

And with that, the reign of Dr. Victor Falco, aka the Rat King…was over.