Yuuki cupped Leo's face gently with her hands trying to wake him up. But she received no reaction.

"Leo..." She whispered, sadly

"W-What did he just say?!" April asked in fear

"He said...the Shredder's back." Mikey explained

"No way!" Raph replied and everyone looked at him "We were all there. We all saw what happened that night on the roof!"

"There's no way any human could have survived that." Donnie explained, shaking his head

"We're not dealing with just any human. This is the Shredder." Raph pointed out

Mikey walked over to the broken window looking outside "If you read the comic books, you know the bad guy always comes back! Always!"

"We need to get Leo out of here!" April explained, pointing to the door

"She is right. We must leave now." Splinter replied

"Guy's we've got company!" Mikey yelled out as he saw several foot appear from the rooftops across the apartment.

" What's the plan!? Leo's always the one with a plan! So what are we going to do without Leo to come up with a plan?!" He replied, nervously

"No time for a plan." Raph answered pulling out his sais "Why not?" Mikey asked looking at Raph. A foot ninja crashes through the window. Yuuki yelped and she covered her body over Leo's as glass flew as it shattered. Mikey let's out a girlish scream. He and Raph backed away. Mikey jumped towards the couch and kicked it towards the window trying to barricade it and for some cover. More ninjas crashed through the widows, including from the back in the kitchen.

"Master Splinter, grab Leo! We'll cover you!" Donnie replied to Splinter then he turned towards the ninjas. He blocks a sword with his staff. Another leaped towards him and he fends them off. Mikey and Raph joined in helping Donnie. April, Yuuki and Splinter lifted Leo up and carried him behind the couch taking cover away from the fight. Raph blocked a sword with his way then he jumps over them and a ninja down. Mikey spinned his nunchucks but he was grabbed by a huge ninja by the shoulders and thrown over the couch. The ninja jumps on top of the couch holding his weapon up getting ready to bring it down on Mikey.

"No." Splinter replied before he back flipped and kicked the ninja away from Mikey. Mikey peeked up from behind the couch "I will hold them off. Help April and Yuuki get your brother down the stairs and out of the antique shop." Splinter joined in the fight and he swung his staff hitting some ninjas.

Yuuki heard a groan. She looked down to see Leo had regained consciousness "My swords...where are my swords?" He asked hoarsely "Yuuki?" He reached out for her and she took his hand. It crushed her heart seeing him like this.

"I'm right here, Leo." She replied softly

"Take it easy bro. We're getting you out of here." Mikey replied before peeking out

Splinter glances back at April and Yuuki, worried. He backhands an ninja. More ninjas came through the window and one aimed an arrow at Splinter. He catches it, breaking it in half. "Enough, Donatello and Raphael cover the rear. Michelangelo, I told you to help April and Yuuki get Leonardo downstairs." Splinter ordered. He jumped back and smacked more ninjas. Two ninjas approached Mikey and he smacks them away with his nunchucks. As he made a path, April and Yuuki helped Leo up supporting him as they wrapped his arms across their shoulders

"I can walk." He replied, weakly. They struggled to hold onto him.

"Stop being stubborn." Yuuki replied

"Leo lean on us." April replied to him "April, Yuuki...leave me. Get away if you can. This is our fight, not yours." Leo explained shaking his head. Yuuki stared at him with disbelief. "Not my fight!? Look Leo, we're all family now. I could never run out on you!" April declared. Yuuki nodded "Same goes for me."

"Let's go." April replied as the two of them helped walked Leo towards the door. April opened it to see more foot ninjas standing there. One lunges out at her. She yells out in shock. Leo kicked door shut. They busted through. Mikey quickly runs towards them and kicks them back knocking them back, sending them tumbling down the stairs.

Mikey walks out to make sure the close was clear before coming back "Ladies and gentlemen, turtles and rat, run, do not walk to the nearest exit!" He explained pointing towards the stairs

Donnie knocks out several ninjas "Raph, this bus is leaving!" He called out. Donnie and Raph backed away as the ninjas inched closer towards them.

Mikey walked down the stairs first, on guard. "Be alert. The shop is our exit and they know it." Splinter whispered

"Make yourself useful and go scope out the store." Donnie replied to Mikey. He gulps nervously "N-No problem." He replied walking down the stairs. He sneaks last a door before opening to the shop. Mikey peeked in, it was dark and it showed no signs of anyone in the room "It's quiet. Maybe too quiet. Always wanted to say that." He looks around more until he saw four ninjas with hats in the corner of the room. Mikey let out a gasp as they saw him and they started to inch closer.

"Nice hats." Mikey commented before shutting the door. He ran back up the stairs as Donnie was coming down "Wrong way Mikey." Donnie replied "Wrong way my foot...poor choice of words. There's a major ambush down there!" Mikey explained pointing to the door "We don't have a choice. They're pouring in through the windows upstairs." Donnie replied

"What's the story down there?" Raph called out from the door upstairs as he fought the ninjas "There's some seriously mean looking guys down there!" Mikey called back "Mean looking, duh?" Donnie retorted, pushing last him "Don, wait!" Mikey replied to him as Donnie opened the door.

He jumped in with his staff ready. He sees the four ninjas. "Nice hats." Donnie commented. One of them throws his weapon and Donnie dodges and crashed against the wall. Another throws his spear directly at him. Donnie gasped.

He dodges it as the spear landed inches near his head."Woah!" Donnie exclaimed. He crawled under it to the door. "Raphie we've got trouble down here!" He shouted out "Like I don't have trouble up here!" Raph retorted as he kicked two ninjas back. Splinter makes his way down The stairs to see. He sees the four ninjas and recognized them "The Shredder's Elite guards. They are the deadliest of warriors. Lethal assassins." He finished.

"Raph, the guys ran into something bad in the shop!" April called out "Hey I got my hands full up here!" Raph shouted as he kicked a ninja back. Yuuki reached down to her tessen getting ready to assist him.

"No...don't go." She heard Leo murmured as he drifted in and out

"Okay, I'm right here Leo." She answered

Splinter walked back up the stairs "Go! Assist your brothers. I will protect Leonardo." He replied to Raph. Raph leaped over April, Yuuki and Leo and entered the room.

"Woah!" He exclaimed out in surprise as he saw the four four ninjas

"Nice hats." Raph commented. Mikey and Donnie nodded. "Yeah, we thought so too." Mikey replied "Say what you will about the foot, but they do not skip out on the headgear." Donnie replied as the ninjas got closer to them. Splinter gets surrounded by ninjas. He punched and kicked them all. He pushes one into the railing of the stairs, breaking it. Splinter was hit and was disarmed as he dropped his staff. He rolled back to the railing grabbing two sticks. He faced the ninjas fighting them off before kicking his staff up, catching it. B

"Master Splinter, he's getting worse!" April called out

"We can not stay here any longer." He backed away from the ninjas. He punched one off of the stairs. " So are we gonna to do this, or what?" Raph asked as he Donnie and Mikey looked at the foot Elites. They charged at them as well as the Elite. Raph leaps and kicked a soldier while Donnie kicked two. Raph is kicked Back towards the door as Donnie was kicked back to the wall, near Raph. Mikey dodges an Elite and smacked him with his nunchuck. He leaps and kicked him into a display case. Donnie blocks a weapon before he was kicked back into a display case. He ducks as an Elite swings his weapon at him, breaking a vase, instead.

"Hey try not to wreck the shop. At least try not to wreck it too badly." Donnie warned before he sweep kicked the Elite

Raph jumps dodges a weapon from an Elite and jumps back landing back to back with Mikey "Just need to catch my breath." He pants as the ninjas walked closer to them "Yeah, can we call a time out of something?" Mikey asked as the two tried to fend the Elites off. "Yikes!" Mikey exclaimed as he dodged a weapon from behind. Next, he was punched back into a display case. Mikey flipped over the ninja as they tried to bring their weapons down on him but stabbed the case instead. He lands near a suit of armor and quickly jumps out of the way as the Elite sliced it to pieces. Mikey falls back and lands on the floor. Another ninja appeared from behind "Uh-Oh."

Donnie gets his staff knocked out of his hands as he tried to fight one of the ninjas. He hears Mikey and turned to see the ninja getting ready to bring it down on the defenseless turtle. Donnie gasped. He quickly grabbed the Elite in front of him and flipped him over him sending them crashing into the other Elite, knocking them away from Mikey. They vanished in smoke. Mikey got up and he and Donnie looked in shock. They reappear behind Mikey and he quickly moves out of the way "Yipe!" Mikey exclaimed as he ran away. As April and Yuuki helped Leo down the stairs, Splinter jumps over them after he finishes off the last of the ninjas upstairs. He runs into the shop.

April and Yuuki stumbled back as they were pushed as Leo was ripped out from their grasps. They looked and saw Hun. He held Leo up by the tail ends of his mask. Yuuki glared at him. "Your friend doesn't look too well. Should I put him out of his misery?" Hun smirked as he asked lifting Leo's head up with his finger. Mikey stumbled back to the door and saw Hun "Leo!" He exclaimed out but was pulled back into the fight in the room.

Yuuki growled and took a step "Put...him...down." She replied darkly as she glared dangerously at the man

Hun answered "As you wish." Then he threw Leo across the room. He hits a pole and lands near Raph, groaning.

"Leo!" Raph exclaimed out, helping Leo. He tried to help Leo walk but only to quickly move him as as an Elite appeared near them.

Yuuki nearly cried at the state Leo was in. He couldn't move. He couldn't fight to defend himself. She grinded her teeth turned her head looking at Hun, seething in anger

"I'VE HAD IT WITH YOU!" She roared at him in

Yuuki quickly kicked Hun below his belt and he yelled out in pain "You want to play dirty, fine! I can fight dirty too." She frowned as she narrowed her eyes at him. She let out a gasp as she saw Hun got up. She groaned in frustration. She let out an irritated growl and backed up to the door as he walked closer to her. As Yuuki entered the room April smashed his face with a vase. Huh stumbled back and Raph kicked him back out of the room. April quickly closed the door.

Raph and Yuuki ran up to Leo helping him sit up. He groaned in pain as they did. Donnie and Mikey joined them. They looked up to see the Elite then the front door bursts open, the Shredder stepped in.

"On crud." Raph commented under his breath

" It's really him, like Leo said." Mikey replied as the Shredder walked in, and lighting struck.

"You freaks have been a thorn in my side for long enough." The Shredder replied. Splinter quickly jumped in front of him. "No one opposes the Shredder. And I will have my revenge from our last encounter. Say farewell to each other..while you still can." He declared

"Oh yeah, Mr. Spiky pants?! Well, your the one who should be saying farewell...to, uh,... to yourself!" Mikey retorted nervously

"Oh yeah, Mikey. That got 'em." Raph dead panned "Hey! I'm under a lot of pressure!" Mikey argued

"Silence!" The Shredder shouted out "This attack is nothing more than an cowardly gambit. Wearing us out by sheer numbers. It is not our way of the true warrior!" Splinter replied "Guys, I'd say we shred his butt once and for all, for Leo! You with me?!" Raph declared "To the end!" Donnie answered, spinning his staff "Which hopefully isn't going to be anytime soon, right?" Mikey asked nervously. They charged at him. Shredder punches Raph down and knocks Mikey to the floor. Donnie leaps with his bo staff but Shredder grabs it and flings him to the floor as well. Yuuki got up getting ready to join and help them but Leo reached out and grabbed her hand stopping her.

"Leo I have to fight." She replied

"No..." He called out to her, weakly.

She bent down and April came over, helping to move him away. Donnie is knocked back into a pole as they did. Splinter jumps in as well as the Elite.

"Finish them off! The rodent and Yoshi's daughter are mine!" Shredder ordered

The Elite jumped to finish off the brothers as Splinter charges at the Shredder. The Elite surrounded the brothers, Yuuki and April. Suddenly, a light shined in from the window, coming closer. A motorcycle crashes through, with a man wearing a hockey mask, riding it. He turns it around looking at the ninjas then revved it up and rammed into them, knocking three ninjas outside the window. It started to rain. He turned to the last ninja and drove into them knocking them back into a display case. He took off his hood "Now that's what I call crashing a party!" Casey commented

" Casey!" Raph exclaimed

Casey pulled out his bat "Though I've never seen a lame-o party in my life." He replied, hitting a ninja with his bat. He stepped up to Yuuki and April. "You okay babe?" He asked April "Don't call me babe." April deadpanned. Yuuki looked at the two of them smiling. April noticed and blushed "What are you smiling at?!" She stuttered, embarrassed. "Nothing." Yuuki replied , shaking her head. Shredder growled at his sudden appearance "Obliterate him!" He demanded.

Ninjas surrounded Casey cane he pulled out his hockey sticks "This can't be the band. I want rock and roll, man! Good thing, I brought my own drumsticks. Now who wants to be the drum?" He replied "Goongala! Goongala!" They all charged and he clashes with them.

During the fight, Hun busted through the door. He looks around until he sees Yuuki and April in the corner defending Leo. He walked up to them and they quickly cover Leo with their bodies "You want him, you will have to deal with us first!" April exclaimed. Yuuki narrowed her eyes at him. Huh smirked "That's the idea. Those green freaks feel great affection for you two. Losing you should take the right out of them." He raised a fists but was stopped by Casey.

"Hun! Never! Ever! Threaten her!" He declared. Huh tries to throw a punch at him but Casey jumps out of the way and wacks him with his hockey stick knocking Hun into some ninjas. He turns and looked at April "Casey, I-I..." She smiles at him " Yeah, well, i, Uh... " Casey scratched his neck sheepishly "What a day, huh? Well gotta run!" He answered nervously, April smiled again, and he joined the fight.


Meanwhile, a police car pulled up at the front of the store. The officers rolled down the window to see the fighting going on inside through the broken window

"Well what do we have here? Looks like a major rumble in the jungle." One replied.

The second one reaches out to the radio "Come in Central. Yeah looks like we're going to need back-up on this one."


Back inside, Raph jumps up and hits a ninja from behind. He looks over his shoulder to see Leo struggling to stand up "Mikey look!" He called out "Leo!" Mikey exclaimed

"Leo you cant do this!" April replied

"Leo stay down. You can't fight, not like this." Yuuki pleaded to him

"I have to. They need my help." He replied, before he fell to his knees in the floor. He looks up to see the Shredder.

Yuuki quickly rushed in front of Leo holding her tessen nervously in one hand, defending him. The Shredder laughs "Pathetic." He raises his gauntlet.

"Noooo!" Splinter shouted out and kicked him away from them "You strike a wounded warrior! You have no honor!" He growled glaring at the Shredder "I fight to win!" Shredder replied

"You're a coward!" Yuuki shouted out. They both looked at her. The Shredder glared. "Only a coward sends people to do his dirty work! Only a coward would attack someone when they are down and outnumber them! You have no honor!"

"He who lives without honor will end without honor!" She exclaimed out defiantly

Splinter and Leo looked at Yuuki in shock. She had come along way. Splinter teared up slightly and smiled "You are my Master's daughter."

"Enough of this!" Shredder roared out. He swipes his gauntlet and Splinter and Yuuki dodges out of the way. He quickly grabbed Yuuki before Splinter or she could react and painfully pulled her arm back pinning it to her back. He kneads her in the back of her legs making her call to her knees. He raised the gauntlet above her head. "No!" Splinter exclaimed out "Call off your freaks or she dies!" Shredder demanded.

Suddenly, they both look to see a bookcase falling as Leo charged into it. Yuuki managed to quickly break free, just in time while the Shredder was distracted and jumped away.

Yuuki looked up to Leo being to fall over. She quickly rushed to Leo before he fell and caught him "Leo,...why?" She whispered softly. She received no answer as he fell unconscious in her arms. Splinter looks at them in sadness "Leonardo." He whispered. He looks back to see his son's not faring too well against the ninjas. Mikey leaps over the ninjas, as Donnie was hit and knocked back. Raph tried to defend himself but was punched. They surrounded the three brothers.

"No. I will not allow you to destroy my family! My sons, retreat." Splinter replied as he jumped over the Shredder then kicked over a shelf knocking it down on him "Great." Raph replied as he punches a ninja "But, Where to?" Splinter jumps over to April, Yuuki and Leo. April looks behind her to a door "Back there!" She yelled out, pointing to it "You got it! " Mikey answered and jumped over to the door.

He opened it "Everybody in here! We can hold them off!" Mikey shouted. As Raph and Casey fended off the ninjas, April, Yuuki and Splinter helped carried Leo inside, they ran in after them. Shredder busted through the shelf. Mikey quickly locks the door. "Well this is great! Small, dark, and no way out!" Raph commented as he put his sais away "Perfect for making a last stand."

"It's a walk in cooler. The shop used to be a grocery store once upon a time." April explained "Fascinating." Raph mutters. Meanwhile, the foot tried to pry open the door. Sirens gets closer in the distance. Shredder sees the police outside. "Foot ninjas, disappear." He ordered and they do so. He grabbed a metal bar and barricaded the door with it, tying it around the handle. Then he pulls out an small orb and pressed an button on it then dropped it to the floor. The shop catches on fire.

"Like the Phoenix, I have risen from the ashes!" He swipes an air duct making smoke come out "And into my fire you shall fall." He finished As the fire grew larger and more out of control. As the Shredder began to walk away, he stopped when he saw something lying on the floor near the bookcase. He bent down and picked it up, it was Yuuki's wallet. He opened it up and saw a picture inside.

Her adoptive parents, Michael and Sarah.

He glared at the picture before taking it and threw the wallet away.

"It's kind of quiet out there. You think they all just went home?" Mikey pointed out "Yeah, we've scared them off by running into a closet and locking the door." Raph replied sarcastically before he sniffed the air "Hey I smell smoke."

Everyone smelled it too. "I smell gas." Donnie replied "Mikey." Raph replied in a warning tone. Mikey shrugs his hands in response. "No, not that kind of gas." Donnie replied. "Hey this doors getting kind of hot!" Mikey shouted as he tried to open the door "It's jammed it won't open!" "Gas plus flame equals...let's book now!" Casey added before he realizes, what was going to happen

"We gotta get out of here!" Raph exclaimed. He and Mikey tried to prop the door open with their weapons. Outside, the fire causes an explosion knocking the police back. They run as the shop explodes into a huge fire.

The Guardians watched from the distance as more sirens arrived. He presses a button "We regret to report that we were too late. The Shredder is victorious. The mutant turtle creatures and Yoshi's daughter are...destroyed."

"That is unfortunate."

"Indeed our enemy is becoming too powerful. We must-"

"Accelerate our plan, immediately."

"Understood." The guardian answered and hanged up. He lets out a sigh and looks at his partner "I shook hands with the one called Leonardo and Yuuki. I called them allies. It is a great loss this day, a great loss." He replied sadly as they watched the apartment being completely engulfed in flames.