As the dust subsides from what remains of the dilapidated warehouse, it reveals that the turtles, Yuuki, Mona, and Venus are safe. As they struggled to hold up a beam, which protected them from the falling rubble but are now trapped under it as well.

"Good thinking, Donnie. Grabbing this beam really saved our shells." Leo praised.

"It almost makes up for big brained Leo leading us straight into-"

"Are we seriously doing this right now!? Can't you two argue about this later!" Venus exclaimed as she struggled to hold up the beam. "Not while there's a giant pile of rubble about to collapse on top of us!"

"I agree," Donnie interrupts. "Let's continue this discussion elsewhere."

Leo turns to Yuuki, Mona, and Venus "You three to out of here first." He tells them.

Yuuki objects. "But, Leo-." Leo interrupts her. "We'll, be right behind you. Now go!" He shouted as he struggles to hold up the beam.

Yuuki looks at him for a moment, not wanting to go. But, a hand grabs her shoulder . She turns to see Venus "Come on!" Venus calls out. "Don't make me drag you out."

The three of them left, leaving only the turtles.

"Everybody, jump out on three," Leo said. "One, two, three!" They jump out and the whole building collapses.

"Okay," Donnie starts. "What was the deal with that Kamikaze robot?"

"Looks like there's a new player in the mix," Mikey said.

"Great," Raph groans. "Just what this town needs. If having them drop a building on our heads don't convince you we should stay out of this, I don't know what will!"

"Since when did you run away from a fight?" Leo questioned.

"First, I ain't running. Second, it wasn't our fight to begin with!" Raph answered. "And what's worse, now that you've gotten Yuuki and Mona involved in this!"

"Yeah! Well, guess what?! It's our fight now, hothead!" Leo argued.

"Who're you calling hothead!? I ain't the one who dragged us into this mess!" Raph growls. Leo and Raph were at each others faces glaring at each other. Yuuki and Mona tries to break them up.

"Stop it, you two!" Yuuki said as she struggles to push Leo away while Mona does the same with Raph.

"Uh, guys" Donnie calls out as he sees something from within the rubble of what remained the building. A claw pops out of it.

"Oh, right you're the level headed one who only fights for honor when it's convenient!" Leo shouted.

"Guys!" Mikey calls out.

"You saying I got no-"

Raph stops when he hears something from the debris. Leo turns and looks. Raph looks as well "What the-"

The machine climbs out of the rubble and begins shooting at everyone again. The turtles, Yuuki, Mona, and Venus dodge out of the way from oncoming lasers from the robot. Leo tries to jump and kick it, but it does little effect. He tries to slice at it with his swords and Raph joins in as well stabbing at the robot with his sais. Mikey jumps in to help.

The robot turns and knocks Mikey down. Donnie jumps in to kick at it before a Foot jumps in as well and attacks it with their sword. The robot catches the Foot with it's claw but Donnie saves him.

"Fighting side by side with the Foot," Raph questioned. "Now you know this has got to be wrong."

"Once the robot is defeated, we will destroy you all!" The Foot Elite shouted as he jumps onto the robot.

"Now that's the Foot we know and loathe!" Donnie shouted as he struggles to get his staff out from the robots claws.

As the fight continues, a bus suddenly drives around the corner heading towards them. The robot fires at it, causing the bus to crash. The people that were on board run out of it, scurrying away from the war zone.

But, Leo hears someone ."Somebody! Please help me!" There was still someone in the bus. He runs towards it.

"Leo!" Raph calls out. "What do you think you're doing?!"

"There's innocent people in there!" Leo exclaimed. "We've got to get them out!"

Leo climbed in. He slices some bars that were in his way until he makes it to the man. The man was trapped under a heavy piece of debris. Leo lifts it off of him and helps him up.

"Wh-what are you?" The man questioned.

"A figment of your imagination," Leo said. "You hit your head pretty hard. Now, come on, let's get you out of here."

Leo leads the man off of the bus and takes him away from the fight to someplace more safer.


Meanwhile, a plane is flying, heading towards it's destination, New York.

Karai is sitting along with her two aides. Another one of her assistant brings her a laptop.

"Mistress Karai, one of our New York sources recovered the security camera footage from a warehouse...that was prematurely demolished."

She takes the laptop and looks at the screen. She sees a figure running towards the warehouse. Curious, she zooms in for a closer look then clears the distorted image. It revealed to be a large turtle in ninja gear.

"Interesting." She smirks as she sees Leo.


At the Purple Dragons hideout, the gangs cheer as they see Dragon Face steps into the middle of the ring.

"Yo, listen up Dragons!" They quiet down.

He continues. "With the Shredder out of the way, this is our moment. We can own this town!"

"It's time to prove to the mob, the ninjas, and all the other one of these that the Purple Dragons ain't just some dumb street punk!"

"I couldn't agree more." A voice calls out. Dragon Face turns in surprise to see Hun walking up the catwalk.

"Hun, we thought you weren't coming back." Dragon Face said in shock. Hun smirks at him. "Look, things have change around here. I'm in charge now. You can't come waltzing in here like you own the place or something."

"Oh, but I do own the place, Dragon Face," Hun jumps down from the catwalk. "Every inch of turf you rule, every kickback you've collected, ever little crumb you've ever handed, you owe to me. And you owe it to the Shredder and it is in his memory," He picks Dragon Face up. "that I vowed to lead the Purple Dragons top the top of the food chain. We are going to rule this city!" Then he throws Dragon Face on the ground.

"Any other objections?" He asked the crowd. No one says a word.

"I didn't think so."


Back at the battle, the turtles, Yuuki, Mona and Venus took shelter from the fight behind a large wall. Some Foot jumps in on them. "Back off, Foot heads, this is our barricade." Raph growls and Leo and Mikey stands up.

"Guys, wait," Donnie calls out. "I think I see how we can stop this robot. I just need to get down to those down power lines."

"Forget it," Raph said as he runs towards the bus. "I know how to stop tin butt." Mona looks at him worried as he runs off. What is he doing?

"Raph, wait!" Leo calls out. "Listen to me!"

"Listening to you is what's got us into this mess in the first place!" Raph retorted as he starts up the bus.

Raph drives the bus towards the robot but it turns around and fires at him. It shoots the bus, hitting the corner of it making Raph spiral out of control under it flips and crashes into a building.

"No!" Donnie yells.

"Raph!" Leo calls out as he jumps over the wall. He runs towards the wreckage and pries open the doors with his swords. "Raph, you alright, bro?"

"Yeah, I think so." Raph answered as he was hanging upside down from his seat.

"Well, you don't deserve to be, that hothead move nearly got your shell waxed!"

The robot fires at the gas leakage that was pooling out from the bus, igniting it. A fire starts coming closer towards the bus.

"Oh, so it's okay when your mistakes blow up in our faces!" Raph argued as Leo tries to pull him out.

"Getting involved in this gang war was not a mistake!"

"Right, this was a noble heroic effort. Thank you, Leonardo, the streets are so much safer now because of you." Raph retorted sarcastically.

"Leo, Raph, get out of the bus now!" Donnie yells out as he sees the fire coming closer to the bus. Yuuki, Mona, and Venus look in worry.

Leo draws one of his swords and slices the seat, making Raph fall but landing on his head, hard. Raph looks up at him and growls. The two turtles run out of the bus just as it was engulfed in flames and exploded, causing the two to fall on the ground.

"Whatever you do, don't say I owe you one." Raph replied.

"Mikey!" Donnie calls out to him as he holds two broken power lines, standing near a puddle from a leaking fire hydrant. "Herd the robot this way!"

"Herd him?" Mikey asked. "You got it, Hoss!"

Mikey runs at the robot, dodging the blasts that it fired. The Elites help out as well. The machine backs up until it was in the water. Donnie quickly places the wires into the water "That's it!" It electrocutes the robot, causing it to shut down.

"Nice work, guys." Mikey praises the Foot. The Elites glare at him.

"Destroy the turtles and everyone else!" The Elite commanded and Mikey backs up.

"Yeesh, some guys just can't take a complement." Mikey said as more Foot ninjas appear. "A lot of guys can't take a complement!"

Mikey runs into an an alley and runs over to an trash can and grabs the lid. "Captain America, eat your heart out!" He throws the lid and it hits a bunch of ninjas.

He flips up onto the fire escape and looks down to see more of them had shown up. When they run towards the ladder Mikey pulls it up and throws it back down and hits a Foot in the head as they smack right into it. Mikey laughs as he runs up the fire escape to try and get away from them.

Raph and Leo were standing across from them, seeing their brother being followed by many ninjas.

"Mikey needs help!" Raph exclaims.

Suddenly, a blast catches everyone's attention as two more robots came, firing their lasers at them. Stockman and the mob boss watched on screen in the van.

"I gotta admit, pal, when you deliver, you deliver! Not only do we take down the Foot, but those costume freaks to boot!"

"A happy coincidence," Stockman turns his head around to him. "But once for which I came fully prepared."

The mob boss pulls out his phone and dials it "Yo, weasel its me. Let the boys know, we're smoking the competition. And when I say smoking, I mean smoking."


Mikey is running on the rooftops trying to get away from the Foot ninjas who were trailing not too far from behind. He grabs an antenna and throws it at the Foot, but only knocks one of them down. The rest continue to persist and pursue him. Mikey stands at the ledge of the building then jumps down. When the Foot follow after him and jump down as well. They find an empty alley.

The Foot search the alley but they don't find him. One of the ninjas pushes a door to an building thinking the turtle ran into it. The rest follow in.

From above, Mikey peeks out from a sheet, that was on a clothes line, he was hiding in.

"King sized bedding, a ninjas best friend." He jokes.


The plane lands and Karai and her two aides exit from it. The ladder comes down and one of them spoke "Karai, I'm receiving word that the ones we seek have been sighted."

She turns to her other aide.

"Get in the car, quickly."


At the 2nd time around shop, Casey was helping April move some things, to prepare for the reopening of the shop.

"Hey, you really fixed the place up." Casey said as he walks over with a tray of dishes in one hand.

"Please be careful with that, Casey," April warns as she reaches for the tray.

"What, you don't trust me?" Casey teased as he holds the tray above his head.

"About as far as I can throw you." April said as she stands up on a stool and takes the tray.

"I'm game if you are babe."

"In your delusional dreams," April turns to set the tray down down but Mikey hangs down from out of nowhere. She screams in surprise, causing her to drop the plates and shatter on the floor.

"Hey April!" Mikey greets.

"Why do you always do that!?" April exclaimed, upset.

"It's a...ninja thing?" Mikey asked, shrugging his hands.

"What are you doing here?" April questioned as she bent down to pick up the broken plates.

"Nothing, just running from a bunch of Foot ninjas," Mikey answered. "Me and my bros, and everyone else are in this big fight and -"

"Big fight?!" Casey interrupts. "How come I wasn't invited?"

"Whoa, whoa, whoa, whoa, whoa!" April shouted, very upset. "Michelangelo, you're telling me you ran into my shop, my new just fixed up shop,after it was blown to pieces and burned to the ground by a bunch of Foot ninjas shop, because you're being chased by a bunch of Foot ninjas?!"

" Yeah, I was running and-, " Mikey stops when he realizes. "Oh man, what a bonehead, I can't believe I came in here. Sorry, April, I wasn't thinking. I'm gone."

"Hang on, Mikey." Casey calls out as he walks over carrying his bag of weapons over his shoulder with his hockey mask on his head "I'm coming with you. April, mind if we borrow your wheels?"

"Absolutely i mind!" April exclaimed.

"Then I guess Mikey and I can just stay here."

April reaches into her pocket and tosses Casey her keys. "It's on the street."

"Thank you," Casey winks at her and pulls down his mask covering his face and the two run out of the shop. April watched them leave.

"Be careful. "


Back with the others, they continue to dodge the lasers being fired by two more robots, while defending themselves against the Foot as well. Helicopters flew in from above. "What in blazes is going on down there?" The police was swarming the rooftops getting set up and ready to fire at everyone down below. "I want this area secured now. Move into position on the rooftops and bring in the heavy artillery. "

When they were about to fire, canisters were thrown from behind them and exploded. The Purple Dragons take them out and they take positions aiming their guns. Raph noticed them. "Uh-oh."

"Leo, if we don't live through this, I'm holding you personally responsible!" Raph exclaims.

Dragons, take 'em down. Purple Dragons, let them know who we are! " The Purple Dragons begin firing at everyone. They run as they tried to dodge the blasts. Huh holds a rocket launcher and fires it. Raph sees it coming and he tackles Leo and Donnie out of the way before it hits them. Huh fires again and they jump out of the way.

"Guys, we're in way over our heads," Donnie said. "we have to get out of here."

They hear honking and see a van driving their way as Hun fires at it. It stops right in front of them. The side door slides open, revealing Mikey. "Somebody call a cab?" He jokes.

"Mikey, did I ever tell you that you're my favorite turtle?" Yuuki said as she climbs in.

"What about me?" Leo asks.

"You're my boyfriend, it doesn't count." Yuuki said.

Everyone quickly piles into the van. Casey quickly drives off as Hun fires at them again.

" Awesome road warrior moves, Casey!" Mikey complements.

"You should see me at rush hour! " Casey cheers. Hun tries to hit them but a robot fires at them as well. The van moves away just in time, driving off. Hun and the Purple Dragons continue to fire at the robots until one of them is destroyed. Stockman and the mobsters watched from the screen.

"What's going on out there? Your tin cans are getting crushed!" The mob boss shouted.

"A minor setback. Although, perhaps a strategic retreat would be in order." Stockman said. He and the mob boss strapped in and Stockman starts up the van and drives off. Hun notices them.

"What's this? " He fired a rocket at the van and Stockman dodges it. But, he drives right into one of his robots.

"Well, isn't this ironic?" Stockman asked nervously. The robot fires it's laser and hits it's target. The van flips over and crashes into some rubble.


The sun was beginning to set, as Casey drives the van. Leo leads everyone to an empty water tower where he had made an secret hideout base.

"So what's with the new digs?" Casey asked.

"I couldn't risk leading anyone back to the lair, so I was staying here." Leo explained. "It should be good enough for all of us until we figure out our next move."

"Next move?" Raph questioned. "You mean like going home and forgetting all this nonsense?"

"We have to do something." Leo argued.

"Like what? Put more fuel into the fire? I said it before, and I'll say it again, this ain't our fight!" Raph shouted.

"You might want to sit, this could go on for awhile." Mikey advises as he took a seat on the hammock. Donnie sits down on a crate and Venus sits down next to him.

"Whose fight is it?" Leo questioned. "The innocent people caught in the crossfire?"

"You can't save the whole city, but you can make it worse by trying!" Raph argued.

"So we should just forget about Bushido and our entire code of honor!?"

"Where's the honor in sticking your nose where it doesn't belong?"

"Nobody asked for you to come, nobody's forcing you to stay."

"Raph, Leo, please, stop fighting!" Yuuki yelled. But neither Leo or Raph listened.

"Back off, Leo. I'm warning you."

"If you don't like it, then just LEAVE! I don't need you!" Leo shouted angrily.

Suddenly, Leo was knocked back when Raph throws a punch at him. He falls into a pile of crates.

"RAPH, WHAT THE SHELL?!" Donnie exclaimed in shock, getting ready to step in.

Raph, instantly turns to him. "Stay out of this, Donnie." He growls.

Leo sits up and glares back at the red mask turtle, narrowing his eyes into slits, as he held his cheek.

The whole room went silent as everyone stared at the two shocked but mostly at the leader. Yuuki walks over to Leo and helps him up. She stands in between them, separating the two before it escalated further. Leo was held back by Yuuki as he tried to get to Raph.

"Leo!" Yuuki scolded. "Stop!"

Raph stares at Leo for a moment then speaks. "I know when I'm not wanted. Do whateva the shell ya want! Good luck with your one turtle crusade, Leo. But know this, if you get everyone killed. This is all your fault." He turns to Mona. "Come on, kid, let's go." She follows after him as he begins to walk away heading towards the covered entrance.

A voice stops him as they call out. Raph immediately stops.

"Raph, Mona," Yuuki cries. "Please, don't go."

He doesn't answer her. He doesn't look at her. Raph clenches his fists, tightly. He wanted to stay. But, he couldn't stand to look at Leo right now. He had to get out. Raph continues walking towards the exit as Yuuki tries to call him back.

She was about to run after them but a hand grabs her shoulder, stopping her. "Don't," Leo said. "He needs to cool off. You don't want to get in the middle of it."

Yuuki quickly turns around. A sharp slap was heard as it echoed in the water tower as the sound bounced off the walls. Everyone eyes widen and their mouths drops slightly, staring silently. Raph stops just as he was near the entrance, as he hears the slap as well. He turns and stares in shock.

Yuuki had slapped Leo.

"Don't you ever think about other people's feelings other than yourself!?" She shouted angrily.

"Not when there's innocent people lives are at stake." Leo said as he runs his cheek.

"Then what about me!?" Yuuki answered. "What about us!? I was worried sick thinking that something had happened to you! I thought that we were supposed to work out our problems together. Isn't that what we promised!? But, I guess not, because apparently you don't think so! You always have to do it on your own!"

"Then go with Raph. I don't want to see you get hurt." Leo replied.

Yuuki sighs. "I can take care of myself Leo." Then she reaches out and rubs his cheek that she had slapped, apologetic. "But, you can't save everyone. It just doesn't work that way."

Just as Raph and Mona were leaving, Venus heard something. "Um, guys, do you hear something ticking?" She asked.

Suddenly, the floor exploded and everyone fell out of the water tower and onto the roof. The turtles land on their feet, with ease. Leo holding Yuuki, Donnie carrying Venus, and Raph with Mona, while Casey lands hard on his butt. Two men jumped down in front of them, baring the foot symbol. Karai lands in front of them brandishing her sword in hand.

"I believe we have a few matters to discuss." She speaks. "My name is Karai, and I am here to restore order to the Foot."

"I got your order right here lady." Raph growls as he puts Mona down and draws his sais.

"Stand down, Raph," Leo ordered.

"No, I'm sick being everybody's punching bag and I'm really sick of taking orders from you!" Raph shouted angrily.

"I said stand down, Raph!"

Raph looks at Leo for a second, before jumping at Karai. She leaps, knocking his weapons out of his hands with a chain, and kicks him to the ground. Karai jumps up getting ready to strike, bringing her sword down on the emerald green turtle. Her sword clashes against another, as Leo blocks her attack with his katanas. "No!"

They push against each other but Leo pushes harder, knocking Karai back. She flips on her hands landing on her feet, with perfection. The two foot ninjas charges into the battle as do the others. Donnie fight against one barely landing a hit on the man, before he is kicked down in front of Casey.

"Here let me try," Casey suggests before charging at the ninja "Goongala!"

Casey swings a few hits with his bat but the man dodges them. He knocks Casey down in a matter of seconds. Mikey faces against the other ninja trying to land a hit but he grabs Mikey's nunchucks and throws him down.

"Yo pal, you're making me mad!" Casey exclaims as he tries to hit the ninja but he gets knocked down again. Mikey and Casey fight against him.

"He's got to have a weak spot," Mikey pants as they both charge at the man but only to get knocked down again. "Or not."

Yuuki tried to land in a hit on the man but she was kicked in the chest and was knocked down. Venus tries to charge at the man but he side steps away from her attacks, dodging her blows. Venus felt a hard blow on the back of her neck as the man chops it with his hand. She falls to the ground. Mona charges at the man then jumps into the air bring her leg down on him. He grabs it then spins her around before throwing Mona into Yuuki, who was helping Venus up, colliding into them.

Leo and Karai fight against each other and their skills are evenly matched before Karai kicks him down.

"Here let me, " Casey said as he runs towards Karai "Goongala! "

As he was running, Karai throws a chain and pulls it, it wraps around Casey's ankles, tripping him. Raph jumps in and tries to stab Karai with his sais but she flips and lands on top of the entrance to the top of the building, causing him to stab it instead. He growls and pulls out his sais.

"Let's try switching opponents this time," Donnie suggest as he and Mikey faces against the two ninjas.

"Couldn't hurt." Mikey said as he charges at the short one, while Donnie goes for the tall one. The both of them are having difficulty landing blows at the two foot ninjas and within seconds they are knocked down. "On second thought, maybe it could hurt." Mikey groans.

Raph is fighting against Karai and she throws her chain at him, snaring his arm. Leo cuts the chain and Raph falls back. Karai flips down. She and Leo fight against each other. Leo manages to disarm Karai of her weapon but she flips back and throws her chain and it wraps around one of Leo's swords pulling it out of his hands. She throws the chain again, Leo twirls his sword and chops the chain.

Karai throws the other half of the chain at Leo and he ducks. Karai jumps and kicks him down. She jumps up again, getting ready to kick him again but Leo kicks her away knocking her back. Leo approaches the woman with caution, who seemed to be knocked out.

Suddenly, he was knocked backwards as she kicks him, landing on his shell. She steps on top of his plastron lowering her sword dangerously close towards his neck.

Everyone immediately stops fighting. Yuuki's eyes widen in horror as she saw Karai on top of the downed turtle.

"Leo!" Yuuki yelled. She was about to charge but Mikey held her back.

"Now, I came here to discuss a matter with you," Karai spoke to them as she lowers her sword closer to Leo's neck.

"And we discuss it, we shall, with or without your leader, your choice."