The turtles got into their defensive stance as Baxter Stockman walks towards them laughing evilly. "Do you know what the beautiful thing is about my brilliant plan? I used you, Shredder." The Shredder's eyes widen. "To transform me into this ultra-cyborg you see before you, a truly superior work of genius. But all good things must come to an end. It's time to his you adieu."

"This is just great. Yuuki's out cold, and now we've got this lunatic and Shredder fight against! It's just not fair!" Mikey shouts.

"You done?" Raph deadpans.

Mikey thinks for a moment "Yeah." He replies.

"Incoming!" Raph shouts as they jumped out of the way from incoming missiles. The missiles hit the ceiling as well as two foot tech ninjas.

"Don, you guys okay? I'm picking up multiple explosions! Guys? Guys? Do you copy?!"

Everyone struggled to get back on their feets "Can't talk right now, April." Donnie jumps over a missile and lands safely "Kinda busy staying alive! Call you back later." He tells her. Donnie sees a pole falling down on top of him and he quickly moves out of the way. Stockman faces the Elite who were standing in front of their master.

"Out of my way." Stockman fires a missile at them knocking the Elite into the hole. Shredder jumps up and climbs onto his back. Stockman throws him off sending him flying into a wall. "Now where did Hun Get to?"

Stockman sees him near a torch "There you are ." Hun grabs it and swings it at the cyborg, but no effect. Stockman takes it away and leans in to his face "I've been so looking forward to this. It's payback time." He said as he picks Hun up by his neck.

He throws Hun against a column who groans in pain "Oh, that felt good. Now, I'm going to take you apart piece by piece a lovely irony wouldn't you say?" Stockman replies, laughing evilly. He looks in surprise as he sees the Shredder jump up and strikes Stockman's shield with his gauntlet. When the Shredder lands he sees the slash marks, disappear.

"WHAT?!" Shredder shouts in disbelief.

"It's self-healing polymer acrylic. Just one of the 39 patent items I've developed using tour resources." Stockman points out to him. The Shredder growls, narrowing his eyes. "You made it all possible Shredder." Stockman laughs evilly. "And didn't suspect a thing! You pompous, overflown, ignoramus! But the time has come for you to be indicated in my really strong armor. " Stockman grabs him and smacks Shredder into the wall before throwing him.

"It took everything seven had to beat the Shredder last time." Raph murmurs.

"And robonut just took him out in just 4.5 seconds! The Shredder and Hun!" Donnie points out.

Mikey raises his hand "Um, can we go home now?" He asks nervously

"And now the freaks. It's most fortuitous that you're here,really. You're on my list of parties responsible for recent misfortunes in my life. The charges are: ruining my genius work, interfering with my brilliant schemes, and hampering my destiny as the world's foremost criminal and scientific prodigy."

Stockman fires his missiles at the turtles and they jumped out of the way. A stray missile hits a column and part of falls down directly right on top of Sarah, Michael, and Yuuki. Sarah quickly shields Yuuki with her body as Michael covers hers with his. Nothing happens. They slowly opened their eyes and gasp when they saw the brothers and Splinter struggling to hold it up.

"Move it already! This thing is heavier than it looks!" Raph shouts at them as he struggled to hold the column with his shell.

Leo angrily attacks Stockman but was knocked back. Donnie and Mikey tried to throw in a hit but were knocked back as well.

"Is that all you got?!" Stockman asks as he fires off more missiles. Donnie and Mikey throw their ropes around Stockman's legs.

"Rope? Rope? You try to stop me with rope?" Stockman asks, laughing " How positively primitive."

"I've got your primitive right here." Raph yells. He leaps and kicks Stockman's shield. Stockman wobbles loosing his balance as he falls back into the hole, crashing down as he fell. The turtles looked down the hole.

"That's one minor annoyance disposed of. Now to finish, you fools!" Shredder said. The brothers braced themselves as they got into their stance getting ready to fight. Stockman flies out of the hole, landing in front of them.

"You insufferable nitwits! Dr. Baxter Stockman, is not so easily dismissed!" He declares and released fire.

"Kiss your shells goodbye, freaks." He said. They jumped out of the way. Leo jumps up, bringing down his katanas katanas. Stockman shoots lasers at him, but missed. Leo slashed at the cyborg, slicing his arm off. "My robotic arm! Noo!"

"It's nothing, just a momentary nuisance. My backup systems -" Shredder slices off Stockman's leg and he hops. Donnie, Raph, and Mikey kicks him out the window and Stockman falls down below. "This is just a minor setbaaack!" He shouts and they hear a crash.

"I'm gonna miss that guy...not!" Mikey exclaims and they turned back towards the Shredder.

"Alright Shredder. Let's finish this!"

"I intend to!"

Suddenly, a explosion goes off right next to them, knocking everyone back. Stockman appears again... "Man, that guy just doesn't give up!" Michael shouts, annoyed. "Tell me about it." Mikey comments.

"My internal jet packer. I spared no expense. And should I?After all, you were footing the bill Shredder!" He aims his missiles at them and they jumped out of the way. Mikey crashes into a column rubbing his head.

"Can somebody please shut down that flying toaster oven?" He asks in exasperation

"Maybe we can pull his plug. Leo, his exosuit power supply. Those radium power cells on his back!"

"On it!" Leo answers. He runs towards Stockman. " You peons stand no chance against my vastly superior intellect! I Dr. Baxter Stockman shall -!" He slices at the cells and Stockman crashes down to the floor.

"Finally, shut him down and shut him up!" Mikey sighs in relief, but Stockman gets back up again.

"What do we have to do to stop this guy?" Leo murmurs holding out his swords.

"I have asked myself that question many times." Shredder replies, stepping out of the smoke.

"That ploy might have worked against the lesser mechanoid, but as always, I'm one step ahead in my design work." Stockman said , standing up. "In addition to the central power nodules, each component of my sidewalk armor has it's own internal backup power source."

Donnie walks over to the robot arm on the floor picking it up "So, what you're saying is, this arm should be fully functional, right?" He asks, smirking.

Stockman's eyes widen "Oh, no." He tried to hop away, to escape.

"FIRE IN THE HOLE!" Donnie shouts loudly. He aims the missile shooting it at Stockman as he hops away. It collides with him and flies away, causing an explosion of fireworks.

"Now where were we?" Shredder said. Donnie and Raph sneaks up behind him. "Oh, yes." Shredder kicks them then leaps over to Mikey who was had his back turned as he was trying to get up. "Michelangelo, no!" Splinter shouts. He kicks Mikey away knocking him out of the way. Splinter lands on the floor and glares at the Shredder. In a flash, the Shredder charges at him and kicked Splinter before he could block it, sending him flying out the window, crashing out of it. Falling.

"Master Splinter!" Mikey yells.

"No!" Donnie shouts. Leo grabs his grappling hook and raced after him, jumping out. Leo reaches out and grabs Splinter by the hand. He throws his grappling hook and it looks onto a building. Leo swings it, holding onto Splinter and landed safely on top of a rooftop.

Shredder crashes out of his palace, as he was thrown, into a courtyard. He turned his head to see the three turtles glaring at him as they landed in front of him.


Leo set Master Splinter down "You're going to be okay, Master Splinter. We'll get you help. I'll get the others." He tells him. Splinter shakes his head.

"No, Leonardo. Worry not. This is no longer about me."

"Master Splinter, I..."

"You must return to the battle. Protect your brothers and Yuuki. Defeat the Shredder. I will be with you in spirit. Now go. Leave me."

"Master Splinter..."

"I know, you will lead your brothers and Yuuki, well. My son. My son..." Leo took his hand and handed Splinter his staff.

"It's going to be alright. We'll come back for you, I promise. Just hang on." Leo tells him. He stood up. Leo sniffs and wipes his eyes as he tried to fight back tears. He turned his attention back towards the battle on the building. His brothers need him, Yuuki needs him. The Shredder is going to pay for all that he's done. Leo growls and clenched his fist.


Yuuki groaned as her slowly fluttered opened and she slowly sat up. "Yuuki!" Sarah exclaims. She yelped in pain and grabbed her leg to see it in a splint. Her eyes widen. She turned her head to see the three brothers and Shredder fighting outside. She struggled to stand up, putting weight on her other leg as she did. "I have to help!" Sarah grabs her hand "Absolutely, not!"

"I have to!" Yuuki argues.

"No! We thought we'd lost you. We're not going to again." Sarah replies. "They're my family too, mom! And right now, they need me!" Yuuki bent down and picked up her Tessen. Sarah looked at her husband for some help "Michael, say something! Stop her! She is in no shape to fight!" Yuuki glances over at him, silently. Michael makes a small smile "Kick his ass, sweetie."

"Michael!"

"Thanks dad." Yuuki replies softly, smiling.


Raph leaps to kick Shredder but Shredder kicks him out of the way instead. He split kicks Mikey and Donnie. Leo quickly puts on the glove and pulls out the Sword of Tengu. The Shredder raises his gauntlet getting ready to slash Donnie who tried to defend it with his staff. He stops when he heard electricity sparks and turned to see Leo.

"Get away from them, Shredder!" Leo shouts as electricity circled around him. He glared and sends a blast of electricity. It hits Shredder and he is knocked into a bridge sending him into the water. He emerges from the small pool "This can not be happening! I can not lose!" He glances over at a post and reaches over and pressed a button. A panel opens from a skyscraper and ninjas flew out of it, riding glider vehicles.

"Can you guys hear me? I've got a dozen unidentified flying objects headed your way!" April reports as she sees dots on her computer screen.

" We see 'em April. Problem is, they see us, too!" Donnie answers and a ninja fires lasers at the turtles. They scattered as they tried to dodge them.

A ninja fires a missile at Leo and he tried to dodge it, making him drop the Sword of Tengu and the protective glove. Raph jumps off and lands on the ninja knocked him off and steals the vehicle "Come to papa!" He soars above Leo and chases after an ninja and fires lasers at them, causing an explosion.

"Ye haw, I'm starting to get the hang of this!" The ninja uses a parachute to escape the explosion as he jumped off the skyscraper. Raph chases another ninja until he dodges lasers and missiles being fired at him from behind. He jumps out of his vehicle and hijacks another one.

Shredder inches closer towards the Sword of Tengu. Leo jumps in front of him, swords out "Ah, Leonardo. It is unfortunate that you did not join me when I offered you a chance. You both could've served me well."

"We'd rather fall in battle with honor than serve you! You're going to pay for what you did to Yuuki, for Master Splinter, and Master Yoshi!" Leo declares baring his swords at him, angrily.

"So, be it! Elite ninjas to me!" Smoke appears behind Shredder and the Elite guards stepped forward. Shredder crosses his arms "Finish this."

Raph dodges lasers from behind. He growls when he is hit. A stray laser hits the ninja and they fall. Raph sees another one approaching but they were hit by a missile this time. He looks back, smiling and giving a thumbs up

"Yo, Donnie!"

Donnie waves with Stockman's arm in front of him "Don't thank me, thank Stockman!"

Leo fights with the Elite until he is kicked to the ground and pinned. An Elite charges towards him until he is kicked away. The Elite pinning him down was punched out of the way as well, knocking them back. Leo looks up stunned "Yuuki?!" She smirks helping him up "Lying down on the job are we, fearless leader?" She teased. Leo sees a staff aiming at her from behind. He pushes her down, making her duck "Look out!" He kicks the Elite knocking them back. Yuuki grabs his hand and Leo swings her around, at an Elite. She kicks them with her other foot as she held on to Leo's hand.

Shredder walks towards the Sword but a voice shouts from above "Geronimooo!" Raph jumps off from his vehicle. Shredder jumps out of the way, as it came crashing down on top of the sword.

Raph lands near Leo and Yuuki "Hey, save some for me, guys."

"We can finish this Raph." Leo tells him. " I know." Raph blocks a hit thrown bar him by an Elite and punches them " "But, where's the fun in that guys?"

Donnie kicks one away "We're family. "

"We finish this together! Besides the cable's out in the lair anyways." Mikey answers.

Mikey sees Yuuki "Yo, Yuuki! 'bout time you got here!" He replies. "Hey, you try walking with a busted up leg." She answers.

Raph kicks down an Elite. Leo slices off a weapon off one. Yuuki blocks one with her Tessen and punches them. Another Elite clashes with Raph and he kicked them away the same time as Donnie did with his, sending them both crashing into each other. Leo jumps into the air swinging his katanas knocking the last one on top of the pile.

They stared down at the defeated Elite at their feets. Shredder searched and scoured the piles of rubble for the Sword of Tengu in the fire. "The sword! I must have it!"

Leo steps towards him "It's over, Shredder!"

He laughs "You are fools! This is my fortress, my stronghold. Did you really believe you can defeat me here?" He turns an orb on a dragon statue. A trap door opens up, revealing more ninjas.

"Aw, give me a break."

"Would you all stop moving! I think I've counted one of you twice!" Yuuki shouted.

"No one said it was going to be easy." Raph murmurs as he held up his sais.

Suddenly, the guardian jumps down in front of them "Easy, no. But perhaps, we can offer you a little assistance." "We?" Leo asks. More guardians jumped down, pulling out their swords.

"Hurry! We must keep the Shredder from the Sword of Tengu!" The guardian said, turning towards Leo.

" I'll -"

"We'll take care of the Shredder." Leo answers.

"Guardians, go!" The guardians fight the ninjas. The brothers and Yuuki glared at the Shredder as he continued digging "The sword, the sword!"

He finds the sword name pulls it out from the rubble. Energy of electricity engulfs him "Ah, power. I have almost forgotten the Sword of Tengu. The Sword which I used to waste rock castles to the ground, vanquished armies, the sword I used to conquer Japan!" The turtles and Yuuki stared at him shocked "And the help give power to the Tokugawa clan! It is mine again!" Shredder lifts the sword and sends a shock wave sending them knocking them all back.

The shockwave scatters them away from each other. Donnie lands near the protective glove. He grabs it.

Yuuki groaned as she tried to sit up and sees a shadow towering in front of her and quickly turned her head to see the Shredder. She struggled to stand, only to fall down, still feeling stunned by the shock wave "I'll be damned, if I'd let you win!" Yuuki growls. Shredder raises his sword the Sword of Tengu above Yuuki's head "You shall die first!" Yuuki glared at him.

Shredder brings it down as electricity came closer towards her face. "NO!" The blast was quickly directed away as Leo used his swords. He struggles against the Shredder's strength as the Sword of Tengu lowers towards his head "Leo!" Yuuki shouts. Raph jumps in and knocks it way. Donnie and Mikey joined in and all five of them quickly ducked as the Shredder swings the sword.

"Get in close! It's the only way!" Leo tells them, quickly rolling out of the way from a blast. They all jumped to strike him and Leo kicked Shredder back. Shredder sends another blast and they jumped out of the way. Leo and Raph clashes with him. Shredder knocks Leo's katanas out of his hands and Raph knocks the Sword of Tengu out of his and kicks him.

"Leo, catch!" Donnie calls out, throwing the glove. Leo catches the glove and puts it on the jumps into the air and caught the Sword of Tengu. He jumps towards the Shredder and swings it but Shredder grabs Leo's swords and the two faced, glaring and narrowing their eyes at each other. They gripped the swords tightly in their hands. Neither moving an inch, waiting for one to make a move. Shredder leaps into the air and Leo does as well.

They tell as they got closer and a slicing sound is heard as they landed. Leo turns his head and Yuuki and the three brothers gasp as they saw Shredders head fall off his body. The body falls to the ground dropping Leo's swords. Leo walks over and picks them up, sheathing them. Everyone stares down silently, exhausted and in relief.

The Shredder is no more.

The ninjas groaned in pain as the guardians put away their weapons "They've done it. They've defeated the Shredder. Incredible."

"They did it! They did it!" April shouts happily and hugs Casey.

"Wahoo!" Casey exclaims.

"Hey, Leo."

Leo turned his head and was met with a pair of lips against his. Leo wrapped his arms around Yuuki's waist and leaned in deepening the kiss. Donnie, Raph, and Mikey, watched them. "Hey, where's our victory kiss?" Mikey asks, sarcastically. He was met with a smack in the back of his head "Ow!"

"Ahem!" Someone coughs out, clearing their throat.

Yuuki and Leo stopped looked to see Sarah and Michael. They immediately broke away from each other, blushing. "Mom! Dad?!" Yuuki shouts, embarrassed. Sarah walks straight up to Leo looking at him dead in the eyes "You better keep it in your shell if you know what's good for you." Sarah warns. Yuuki's and Leo's mouth drops slightly. Leo stared at her speechless, blushing. Yuuki's face turns completely red, she wanted to crawl under a rock. "Mom, please! Stop!" She groaned. Michael walks up and wraps an arm around Sarah's shoulder. "We approve." He smiled.

Donnie looks over Stockman's arm "Just one thing left to do."

"Make sure the foot can never use this building for anything ever again." Raph confirms. Donnie pulls out a part from the arm.

"Stockman's radium power cells coupled with the Sword of Tengu should fry most of the tech in this building! Let her rip guys!"

Leo held out the glove "Yuuki, you should do it. Finish this." She looks at it then shakes her head "Let's do it together." Leo puts on the glove and Yuuki places her hand on top of his. They aimed the sword over the arm and plunged it into the arm. Electricity sparked from it causing it to fry the building everywhere.

"Let's get Master Splinter and go home. " Leo replied.


As they returned to where Splinter was. They found no one there. His staff laid on the ground. Leo walks over and picks it up. "Hey, wait a minute! I don't understand. I left him right here. He was in no shape to move." He said, confused. The brothers and Yuuki looked down in worry.

"How could he be gone?" Mikey asks. They hear the fire department and police cars coming towards the building.

"Guys, we can't stay here. We have to go." Donnie explains.

"Donnie the helicopter."

Donnie runs towards it to start it up. Raph and Mikey climbed inside. "Leo?" Yuuki notices that he hadn't moved an inch. She walks over to him and places a hand on his shoulder.

"We'll find him. We'll get him back and bring him home."