Thunder strikes in the city of New York. A man emerges from the lightening in an dark alley. He had long red hair, green eyes hid behind a red goblin-like mask, and a cape. He stands up and walks over to a dripping faucet of water. He places his hand under it "Show me. Show me the one I seek." He said, and the water turned into a mirror. It lights and from the mirror reflected an image of Leo.

"Here is the one you seek." A voice murmurs.

"Yes, now find him. For his end is soon at hand."


It is early in the night and the turtles are lounging around in the lair. Leo was brushing his teeth. When he finishes, he grabs a glass of water, he stops when he notices a stocking in his glass. He sighs in slight annoyance as he removes it "Nice." He remarks. Leo looks around to see April's clothes handing all around the bathroom as they were drying. He walks out and yawns until he comes across Splinter.

"Master Splinter," Leo said and they bow to each other "May I speak with you."

"Certainly, my son." Splinter answered.

"You know, it's great having April live here with us. After all, I mean, she's been through a lot. April lost her place because of us, but it's just that-"

"Hey, I found that hairbrush I promised you," April calls out as she walks towards the two with a hairbrush in her hand "How'd that shampoo and conditioner work out?"

"It was wonderful," Splinter replies as he took the hairbrush "My hair has never felt so full bodied and supple. And my split ends, they are all gone. Truly, I am in your debt, Miss O'Niel." He smiled gratefully. Leo had a look in shock before he crossed his arms.

"Oh, you're more than welcome." April answers and walks away, humming.

"What is it you wanted to speak to me about, Leonardo?" Splinter questioned.

"Nothing, sensei," Leo answered. "Everything's just fine."

Raph was sitting on the couch, twirling his sai, in irritation, as he watched the news about the crime rates going up for the past few weeks. "The police, seem unable to keep the peace on our city streets and this reporter can only hope that the current growing wave of gang violence is not the precursor of things to come." Raph continued watching in anger.

"Ah, I hate watching the news!" He groans as he turns the TV off. "It's all bad! These gangs out there, banging heads. It really ticks me off!"

"Raph, everything ticks you off." Donnie calls out from his lab.

"Not everything...okay everything."

Donnie walks over to the hover skiff that Casey and April hijacked from the TCRI building. "Man, the technology on this hover skiff is amazing. Do those Utroms know how to make cool stuff or what?" He comments and then cringes as he hears a loud crashing noise coming from the kitchen.

"Hey Mikey!" Donnie calls out. "Can you keep it down to only a slight deafening cacophony?"

"Sorry bro!" Mikey answers back, a few pots and pans crashing to the floor as he walks out with a bowl full of popcorn. "We don't have any kakoe phony, but we do have popcorn! The glorious, golden kernels of freshly popped joy, because it's movie night! WAHOO!" He exclaims as he walks over to the TV and sits on the floor.

"Movie night, right," Raph said, a little irritated "Where the heck is that bonehead Casey Jones? He's supposed to be bringing the movie!"

"Probably, not the best idea letting Casey pick the flick," Donnie agrees as he walks over to the living room and sits down on a chair. "No telling what we'll be watching tonight."

"Just something spectacular!" Everyone looks over to see Casey come in through the elevator. "A movie so goongala great, they only remade it a gazillion times! And this, my friends, is the original, like me!" As he walked out, Casey suddenly trips and the video tape falls out of his hands and flies through the air. "Uh-Oh." Leo skillfully slides down the fire escape stairs and jumps into the air and catches it. He lands in front of the TV.

"Let the movie begin." He said as he places the tape into the VCR. The others soon come in: April and Splinter on the couch and Casey jumps onto it next to April "Incoming!" He lands beside her and the jumps startles her.

Yuuki took a seat next to Leo, Venus with Donnie, while Mona sat next to Raph leaning a little too close to him as she leaned against his arm, making him nervous.

"Hey bonehead," Raph calls out, next to Splinter "I can't believe you picked a western."

"I can't believe it either!" April said, excitedly. "This is Rio Gato! I love this movie!"

"Me too! Isn't great how that punk kid challenges the old man?"

"Just so the kid can make a name for himself and it's great where-"

"Thanks for the spoiler alert, guys." Yuuki interrupts them, glancing over at them.

"Can we just watch the movie, instead? Please?" Leo asked.

"Sorry." April and Casey replied, sheepishly. Mikey munches on the popcorn.


When the movie was near its end, and Mikey's popcorn was almost finished, everyone was at the edge of their seats. "After I'm done with you, sheriff, they'll know my name in every territory in the west of the Mississippi. Now...draw." the kids said as he and the sheriff faced each other.

"Look kid, having people know your name isn't important. Fame and glory aren't worth fighting for." the sheriff tells him.

"Enough talk, old man! I said, draw," the kid replied "On the count of three." As the kid counts down, everyone is tense. Suddenly, a shot rings out and everyone gasps as the kid falls to his knees, then to the ground. The sheriff twirls his gun and places it back into his holster. He shakes his head and walks away, concluding the movie.

"Can I pick 'em or can I pick 'em?" Casey gloats.

"They sure don't make 'em like that anymore." Leo murmurs in awe.

"How cool was the Sheriff Bart guy?" Mikey comments and blows on his finger, pretending it was a gun.

"Yes, it was as if he was a samurai of the old west." Splinter replied.

"Ahh," Mikey complains as he uses his nun chucks to poke through the bowl. "The popcorn's gone!"

"I can't imagine where it all went, Mikey." Raph comments, sarcastically.

"I was hungry, and now I'm really hungry," Mikey complained.

"Maybe its time for, I don't know, an ice cream run!" Donnie suggests. And the turtles and Yuuki stand up cheering.

"What's is this ice cream?" Venus asked. Mona nodded, wondering as well.

The turtles look at her in horror "You've never had ice cream before!?" Mikey exclaimed.

"No." Venus answered. "What is it?"

"We need to get some, stat!" Mikey shouted as the other three brothers nodded in agreement.

"Hmm, it's too dangerous on the surface. The increased gang activity alone makes it ill advisable to go," Splinter warns.

"We'll be careful, sensei." Leo assures him.

"I will accompany you to insure that you do not get into mischief," Splinter explains, standing up "Besides, I'm craving a double thick ice cream shake."


Everyone piles into the Battle Shell and drives their way towards the ice cream parlor. "Ice cream, here we come!" Leo exclaimed. The same man from that night, watched as they drove by him. He watched the Battle Shell from the water mirror.

"There. There is the one you seek." The voice whispers.

"Beware warrior, I am coming." The man disappears into his cape.

They park the van and April and Casey and Yuuki walk into the ice cream parlor to get the ice cream.

"Alright boys," "Who ordered the double banana split with caramel and almonds?" April said as they came back.

"Me! Me!" Mikey calls out, excitedly. "I scream, you scream, we all scream for ice cream!"

"You say that one more time, and I really am gonna scream," Donnie warns him as he took his ice cream from Yuuki as she handed his and Venus, who wanted to try a strawberry cone, theirs. Venus stared at the foreign food in her hands then decided to have a taste. Her mouth watered as the frozen sugary treat hit her mouth, tantalizing her taste buds. It instantly melted in her mouth. "So?" Donnie asked her. Venus smiles happily "It's great!"

April handed Mona's hers, a plain vanilla cone, and she looked at it, unsure.

Raph takes the ice cream from April and hands it to her "It's okay, it's not gonna bite." He assures her. Mona takes it from him and took a small lick from it. Her eyes lit up as a wonderful feeling hit her tongue. Then she took a huge bite out of it. "Not that fast!" Raph warns her. Big mistake. She grabs her head and shuts her eyes as pain hit her head.

"Brain freeze, huh?" Raph asked, trying not to laugh.

Mona frowns, looking at him. Raph laughs. "Yeah, it'll do that to you. Try eating smaller bites." He tells her.

"I gotta admit, that Rio Gato turned out to be a great flick," Raph said. "One thing though. How'd that Sheriff Bart beat the kid when the kid obviously had better skills?"

"I believe the young gun slinger fought only for fame and glory, while the sheriff fought to protect his friends and loved ones. Of course, possibly Sheriff Bart won because it was only a movie and needed a happy ending," Splinter said.

"Yeah, maybe," No one notices the man watching them from above. He appears near them.

"I don't know. Statistically, the odds are against it." Donnie commented.

"Thanks for the stats, Brainiac." Mikey deadpans.

"But Sheriff Bart was pretty quick on the draw for an old guy," Leo replied. "I mean, he was-" He stops as he senses something coming up from behind him. Leo quickly turns around and catches a kunai with a purple cloth tied to it.

"Leo!" Raph calls out and everyone is on guard.

"Watch your backs," Leo whispers to them as he steps back.

"Get behind me," Casey said to April as he steps in front of her "Yeah, right." April retorted.

"I have seen this marker before," Splinter murmurs as he looks at the kunai. Leo is surprised when the kunai is gone from his hand and looks back to see Splinter holding it "Though not around here."

"Do you think it's the Foot?" Raph questioned. "Are they back?"

"It is not the Foot, it is a challenge, a marker for a duel. A duel until there is only one left standing," Splinter explained.

"Young warrior," A mysterious voice calls out and they look to see a man in a mask step out from the shadows. "The one called Leonardo. I have come to this dimension to battle Oroku Saki, the Shredder, but you stole that honor from me when you defeated the Shredder in combat. And so, for fame and glory, I must destroy you instead. I challenge you to a duel. We will compete for being the Ultimate Ninja."

"Hold on, wackbag," Raph said as he steps up, drawing his sais. "You mess with my brother, you mess with me."

"You mess with all of us," Casey replied.

"You got that right," Mikey answers, as he and Donnie and Yuuki step up with their weapons drawn.

"Ditto," Donnie said.

"These are not the rules," The man turns to Splinter.

"Yes, I know," Splinter answered.

Leo and Yuuki gasps, looking at him and the man bows to him before he pulls out a paddle drum with two balls on strings attached to it and twists it in his hand. The drum begins to glow and turns into a regular paddle. The man lets the paddle go and it floats into the air, another ball of light lights up. The paddle floats up to it before another man in a mask appears as well, holding the paddle in his hand. Everyone all gasp in shock and disbelief.

"Master Splinter, what is this?" Leo asked.

"It is a universal match," Splinter tells him.

The mysterious man waves the paddle and a dome encases everyone.

Raph tries to break it with his sais but it left no scratch "What is up with this cage?" He demanded.

"If the warrior named Leonardo refuses the match, then your lives are forfeit." The floating man said.

"And if he accepts and loses, then his life is forfeit," The red-haired man finished.

"I won't accept these terms." Leo answered, defiantly.

"Very well," The red masked man turns to him "Then perhaps a little persuasion is in order." Then he looks at Yuuki. Suddenly the man disappears and is now behind her and he grabs her wrists pinning them behind her back. Yuuki struggled to get out from his grip.

"Yuuki!" Leo calls out.

"She will make a perfect bride for me don't you agree? Such a rare beauty is she not?" The man asked, as he trailed his finger her Yuuki's cheek. Her eyes widen in horror as she noticed the hand moving closer to her chest as it reached inside of her jacket, groping her breast. Yuuki yelled as she tries to squirm to shake him off of her. Leo immediately wanted to tear this man's head off right then and there but he couldn't risk her safety.

"Get your hands off of me!" She shouted.

"Let her go." Leo growls, dangerously glaring at the man.

"That is up to you, young warrior. Do you accept the challenge or not?" The man asked.

"What will you do, my son?" Splinter questions as he places his hand on Leo's shoulder.

"Sensei, there is no choice." Leo said as he shakes his head. He turns to the man "I accept the challenge."

"So, noted. Challenge accepted. Duelists, prepare," The floating man said.

"Soon warrior, you shall taste defeat. Whoever wins this battle shall claim the girl as the prize," The red-haired man said. He hold his hand out and a water puddle appears underneath Yuuki. She starts to sink into it "Leo!" Yuuki calls out. Leo rushes over to her and leaps to catch her hand but misses it as she had completely went into the puddle.

"No! That's not I agreed to! Leave her out of this!" Leo exclaimed.

"What did you do to her?!" Raph growls.

"Give her back!" Mikey shouted.

"She is unharmed...for now." The man said as he smirks underneath his mask. Yuuki came out of the puddle but was in a cage.

"Get me out of here!" Yuuki shouted as she pounded against the prison.

"Master Splinter," Donnie calls out "what is going on?!"

Splinter hold his hand up "I will explain later, now is not the time." He walks over and stands in front of the floating man "I demand a full observance."

"Full observance accorded." The floating man said.

"A full observance?" The red-haired man questions. "I...fine old one, observe all you want, it will not change the outcome." The man grabs his cape and wraps it around him, vanishing "Warrior," His voice echos out "Warrior, prepare to meet your doom."

"Boy, he's a little overdramatic." April commented.

"I wish I was fighting that nut case." Raph replies as he puts his sais away.

"I wish I knew exactly what it is I'm supposed to do!" Leo said in confusion. "You must face him in combat my son. " Splinter answers him as he leads him away from the others. "And you must be careful, he will be a difficult opponent, but you have the skill and most importantly you have the heart to defeat him." Leo bows at him.

Leo looks at Yuuki "I'll get you out of there, I promise. " He said. "Please be careful, Leo." She replied.

The floating man drifts over the two and waves his paddle over a puddle of water. It moves and starts to sink Leo underneath it "H-Hey! Hey! Guys!"

Raph tries to dive to him, by Leo is gone by the time he lands "Leo!"

"Leo's gone!" Mikey gasps.

"What did you do to him?!" Raph shouted at the floating man as he tries to attack him, but Splinter holds him back.

"Behold," The floating man explains, pointing the paddle to a puddle of water at floats in the air to show Leo.

"It is alright Raphael, calm down," Splinter advises as Raph soon tries to calm down "All is in order."

"What do we do, Master Splinter?" Mikey asked.

"Now we wait," Splinter answers as he keeps his eyes on the portal mirror "And we watch."


Leo looks around to see that he is in Central Park. He begins to walk around wondering what he should do, or where the man was. He quickly turns to the trees as he thought he heard something, but he doesn't see anything.

He hears the noise again, but sees that nothing is there, but, then he looks up to see the purple cape floating around in the air. It lands right in front of him. Leo quickly turns around, thinking that it was a distraction, completely on guard, but sees nothing. Then from behind his back, the man rises up from the cape, standing close behind him.

Yuuki pounded on the prison frantically "Behind you! He's right behind you, Leo!" She tries to warn him but he couldn't hear her.

"Look out, Leo!" Mikey calls out as he tries to warn him as well "He's right behind you!"

"Save your breath, Mikey. He can't hear you." Raph tells him.

The red-haired man tries to strike Leo but he easily blocks the hit and has a smirk on his face as he prepares himself. The man throws some punches and kicks but Leo blocks every single one, throwing in a few strikes himself, but suddenly, he is kicked hard into a lamp post. The man takes out kyoketsu shoge and twirls the heavy end of the chain. He throws it at Leo who is still down.

"Leo, get up!" Yuuki shouted.

"Move, Leo! Move!" Donnie shouted.

Leo comes to and shakes his head to see the heavy end coming right at him. He ducks his head and the chain wraps around the lamp post. The man pulls at the chain and the lamp post breaks. Leo blocks as the man throws the chain at him again.

When the man throws the chain again, Leo moves his swords so the end would wrap around both of them and he pulls at it. The man was sent flying towards him and Leo kicks him, knocking him into a tree. Leo twirls his swords so the chain would come unloose and hurls it into the trashcan.

"Wahoo!" Mikey cheers. "Two points!"

"Now, that's what I'm talking about!" Donnie shouted as the three brothers high-three each other in celebration.

The red-haired man begins to retreat and run towards a bridge over a road and jumps on a moving truck. Leo chases after him, but the truck was too far away from him. He begins to jump through the trees until he catches up to the truck and jumps up with his weapons, poised.

The man draws his sword as well, and they continued the fight. The fight was evenly match for awhile, then Leo sweep kicks at the man, knocking him down. Leo jumps at him but the man disappears into his cape. His swords were stuck as he tries to pull them out. The man reappears behind him and kicks him away.

"Hey, that guy cheated!" Casey exclaimed.

"That's gotta be against the rules!" Raph argues.

"Your complaint is so noted." The floating man said.

"Noted?! You need to do something!"

"Such things are considered at the end of the challenge, not during." Splinter tells Raph as he places his hand on his shoulder.

"At the end? But, it might be too late by then!" Donnie exclaimed as they turn their attention to the portal and watched as Leo tries to dodge the mans attacks.

Leo manages to dodge the mans attacks and jumps to his feet. As Leo continues to dodge, he was backed up to the edge of the moving truck and he wobbles to the edge. The man laughs as he was about to deliver the final blow. Leo reaches forward and grabs the man's grappling hook from his belt.

He jumps off and throws the grappling hook so it hooks at the end of the truck. He swings around and kicks the man off the truck. They both roll on the bridge, but Leo lands safely on his feet. A car drives closer to them, and they jump up to the pole wires, up to the top. The man has his cape wrapped around him and when he moves it out of the way, he has two new weapons. He uses them both and strikes Leo down.

"Leo!" Everyone exclaimed.

"That's it! I'm putting a stop to this!" Raph shouted as he charges at the floating man "Starting with you, weirdo!"

Raph is suddenly trapped in a cylinder prison "You must not interfere. Honor dictates certain rules," The floating man tells him. Mona makes an attempt and jumps at the man but he traps her as well.

"When I get outta this, I'm gonna-"

"Raphael, enough!" Splinter orders, sternly. Raph calms down and the floating man lets him and Mona out of there prison. Splinter places a hand on his shoulder "It is hard to watch, I know, but we must."

"Sensei, isn't there anything we can do?" Donnie asked.

"Yes," Splinter answers and he approaches the floating man "As family members, we claim right of attendance."

The man looks at him hesitantly then starts to shake the paddle "So granted," The water mirror dissolves turning into water again. It moves under the dome and starts to make everyone sink inside it into the ground.

"Whoa, this is too strange!" Casey exclaimed as he tries to hold his breath pinching his nose as the slowly sink into the ground.

Leo struggles to stand up, still disoriented, until he sees the man coming at him with a claw hand blade. He grabs it and kicks the man back, taking his weapon. As Leo advances towards him, the others appear and see that Leo is up now and the man was down.

"Whoa," Mikey gasps in awe "This isn't how we left things."

"Change is good." April said happily.

"Yo, you go, Leo!" Casey cheers.

"Kick his butt!" Yuuki shouted.

The man is on his side, and Leo doesn't see him holding a handful of green dust. He throws it at Leo, blinding him. He repeatedly kicks him until Leo was at the edge. He punches him in the chest, knocking him off and falling.

"Leo!" Everyone shouted.

"My son!" Splinter yells in distress.

The man laughs in victory but stops when he sees the Leo is dangling from the wire. He rushes towards him a slices the wire holding him. Leo falls below towards the river, screaming, but he is still connected to the bridge and is left dangling in the air. The man raises his swords and slices the support and Leo begins to fall towards the water.

"We've got to help him!" Donnie yells.

The turtles draw their weapons and try to break the dome, but their attempts were futile, their weapons left no scratch. Leo continues to fall towards the river until he uses the claw weapon to stab the bridge. He growls then starts to climb up.

"He is finished! I have won!" The man cheers and laughs. "I am the ultimate warrior on this planet! With this victory, my fame and glory grows. Soon all will know my name. I am the Ultimate Ninja!" He looks towards the dome "Now, for my prize." He hold his hand out and Yuuki comes out of the dome floating towards him and she falls to the ground as her prison releases her. She glares up at the man.

"You're nothing but a coward and a cheater!" She spats. "You have no honor!"

"Silence!" The man strikes her as he slaps Yuuki hard across the face. The three brothers, immediately glare daggers at the man, as they saw him strike their sister.

Raph saw red at this point. He growls. "Just you wait pal, and I'll give you all the fame and glory you can handle,"

"Hang on there, Raph." Everyone looks over to see Leo standing across from them "I'm not finished with him yet."

"W-What?!" The Ultimate Ninja exclaimed. He backs away in shock "I-It can't be!"

"Oh, but it can be. And it is," Leo declared. "Lets you and me finish this. Now."

The others cheer happily seeing that he was alright. Leo has the claw blade ready as the Ultimate Ninja draws one of his swords. The battle begins, as the Ultimate Ninja throws some shurikens at Leo, disappearing. Leo deflects them and they hit the dome. The Ultimate Ninja reappears in front of the dome.

Leo jumps and kicks at him, causing his mask to fall off. He starts to repeatedly hit the man "Come on!" Leo taunts. The Ultimate Ninja lands on his feet and draws his swords as Leo comes at him again, but when he tries to strike, Leo dodges it, jumping over him and kicks him in the back.

The kick causes the Ultimate Ninja to drop his swords and Leo picks them up. He jumps at the fallen man swords poised, then sticks them to the ground near the man's neck, pinning him down.

"You lose." Leo said.

"No, I cannot lose, I cannot!" The Ultimate Ninja exclaimed.

"Sorry, you just did." Leo bows to him "But, you fought well. It's okay." He winks.

"I...I do not believe it. I...I surrender." Leo takes the swords and throws them away.

"Winner: Leonardo." The floating man declares and shakes the dome disappears. Everyone cheers as they rush over to Leo and congratulate him.

"My son, I am so proud." Splinter tells him before hugging him. Leo felt lips crash down into his as Yuuki kissed him. He immediately returns it, deepening the kiss.

The Ultimate Ninja watches the whole exchange in anger, he pulls out his green dust and blows at it. The dust turns into a giant dragon. Everyone gasps as it was about to attack them, but lightening suddenly lights up the sky and slices the Dragon in two. When the green smoke disappears, a giant man stands across from them with a sword in hand, standing in front of the Ultimate Ninja.

"Your Highness," the floating man said as he goes his head, the Ultimate Ninja bows as well, slightly cowering.

"To use such dark arts in defeat, not only would you disgrace yourself, but you would disgrace me, your own father with your lack of honor!" The giant man scolds.

"You have not earned this combat, yet you have the audacity to attempt to make a name for yourself in such a manner!"

He looks at Splinter "Splinter-san, you have trained your students well. I salute you." They both bow to each other and the man turns to Leo "You have fought well, young one and won honorably." Leo smiles, gratefully. The giant man holds up his hand and it begins to glow before Leo's swords appear "I return to you, your katana." He explains and Leo's swords lands in his hands and they how to each other.

"Once many generations ago," the giant man said "we visited this dimension. The people here took us to be goblins, tengu, but we endowed a chosen few with the first gifts of the art of ninjitsu. You have carried that tradition well, better even than my son. Come, we go home," the floating man drifts beside the giant man and his paddle begins to light up. They sink into a puddle of water and disappear.

Leo puts his swords away and Splinter places a hand on his shoulder "My son, you have made us all proud. Come, let us also go home."

They begin to walk down the railings of the bridge.

"Master Splinter," Raph calls out "I don't mean any disrespect, but what the shell was all that about?"

"Be patient. When the time is right, all will be made clear."