Inside of Foot Headquarters, Karai walks in. Shredder was sitting near a table. She walks into the room and bows.

"You summoned me, master?" Karai asked.

"I did," Shredder said.

Shredder stands up. "We have little time to waste, the Utroms who hunted me and their accursed human guardians may have gone, but they will return in greater numbers, we must be ready," He walks out of the room with Karai following.

"Unfortunately my lord, we are not ready," She informed him.

"What?"

"Many of your followers were destroyed in the futile war for control of New York,"

"Yes, Karai," A voice calls out. They look to see Hun walk in. "But what we lack in numbers, we make up for strength and loyalty," He bows in front of the Shredder, while Karai glares at him. "Master, it is good to see you back in action, and if you would allow me, I would like to show you what we've been working on," Shredder and Karai follow Hun into a lab where there were many Foot soldiers working. Karai still kept her eyes on Hun, glaring, as they continued.

"First, Master Shredder, I have a little welcome back present that I hope you will enjoy," Hun said as he stands beside a glass jar. "May I re-introduce to you, Baxter Stockman."

Inside the jar was left of what remained of Baxter Stockman, a brain. One eye stared back at them. Karai gasps in shock.

"This is Baxter Stockman?" Shredder asked in doubt as he steps closer to the jar. "Ha! You've lost weight,"

"Of course its me! Look around you. Do you think this facility would have been possible without my genius? These imbeciles working for you have the technology savvy of amoeba," Stockman complains.

"And you've been very naughty, Stockman, betraying me one too many times often. You should've quit while you were...a head."

"Go ahead and laugh, Shredder," Stockman eggs. "If it weren't for my knowledge," Hun presses a button, muting Stockman.

"One of the greatest benefits of having Baxter Stockman on this state," Hun smirks. "Allow me to demonstrate how the good doctor was induced to hand over so much of his information," Then with the remote he presses a button.

Stockman was shocked as he was electrocuted, violently.

"Master, where is the honor here?" Karai questioned. "This misery should be put to an end, not prolonged."

"Do not presume to question me!" Shredder snaps. "Stockman is the perfect example of what happens to those who betray me. Is that clear?"

"Yes master," Hun answered. "A perfect example. Now if I may show you, your new army," He begins to lead them to a different part of the lab. "These are the latest and most deadly weapons of destruction, The Foot Mechs."

The lights came on revealing a line of robots that were incomplete.

"As you know, the Utrom exo-suits posses unimaginable strength and reflexes," Hun continued. "These nine Foot Mechs are and advanced android technology, based on the exo-suits and upgraded weaponry, they will be completely under your control from this command center."

"Nine?" Shredder questioned. "Why only nine?"

"Well, these Foot Mechs are constructed around an Utrom bio-chip that's beyond our ability to create or replicate. We were only able to recover nine such bio-chips from what the Utroms left behind. But nine may be all we need. Nobody else on Earth will have weapons like these. When finished, these two will be perfect reproductions of the President of the United States, and the Prime Minister of England, and, I think you'll really enjoy this, master,"

Another light came on at the end of the robots revealing a robotic Splinter, without the fur and skin. The robotic Splinter jumps down to stand in front of them. They look up to see a metal plate with a turtle drawn on it as it lowers itself into the room.

"Watch this," Hun said. "Foot Mech, destroy!"

Robot Splinter looks at the target before it jumps and kicks at the plate a few times, completely demolishing it, before stopping.

"It's perfect!" Shredder exclaimed as he steps between the ruined plate and robotic Splinter. Hun glances at Karai with a smug look. She crosses her arms.

Suddenly, the whole room begins to shake as alarms begin to sound off.

"We have arrived, my lord." Karai speaks as she stands in front of him.

"Good," Shredder said. "Let us test these new Foot Mechs. Send this one out to hunt down the turtles and Yoshi's daughter. Find their hiding place and destroy them once and for all!"

Inside the sewer tunnels, the turtles, Yuuki, Mona, and Venus were riding around on a new invention that Donnie had made, the Sewer Sleds. Raph drives faster as he rides up on the walls before looping around the ceiling. Then he sees something up ahead.

"What the-" He pulls over and the others catch up.

"Hey Raph," Mikey calls out. "Whats the hold up?" He looks to where Raph was looking and notices something as well, as do the others. "A Triceraton?!"

"It can't be." Raph said as he stands up.

"A Triceraton? Here?" Leo questioned as he jumps off of his Sewer Sled and draws his swords, the others pull out their weapons as well. Donnie stood in front of Venus, holding his weapon.

"You don't think it's an invasion, do you?" Mikey asked.

The Triceraton groans as he shakes his head. "Enemy...sighted!" The dinosaur immediately charges. "Enemy engaged!"

Everyone braced themselves, but the Triceraton charges past them right at Donnie's Sewer Sled, instead. They all watch in confusion as he begins to slam his fists into the sled.

"Federation robot!" He shouted as he slams his fists into the sled.

"Um, what's up with that?" Mikey asked as they lowered their weapons.

"It's the air," Donnie said when he realizes. "His breather mask is cracked, he's breathing our air and it's affecting his brain. The Triceraton Home world has an atmosphere of nitrogen and sulfur, remember? Our oxygen must be making him delusional."

"Sirs! Ladies!" The Triceraton calls out. "Trooper Zog, serial number XT4, reporting for duty,...sirs and ladies!" He saluted. The others look in confusion before Leo returns the salute. Zog notices Venus hiding behind Donnie. "You've captured empress Venus, as well. Zanramon will be most pleased!"

"I think he thinks we're some kind of Triceraton officers or something," Raph said.

"What should we do?" Donnie questioned.

"Anything from keeping that big, horned, and ugly from ripping us limb from limb!" Mikey exclaimed.

Leo gets an idea. "Uh, at ease, soldier. Situation report."

"Must...complete mission, sir." Zog gasps as he struggles to breathe.

"And what mission is that, soldier?"

"Must...capture Fugitoid and the empress Venus at all cost...sir, my squad was pursuing the targets, when we were caught in an energy beam, transported to coordinates unfamiliar to this soldier. Engaged Federation forces also tracking the Fugitoid, and in the heat of battle, became separated from my unit, target not captured. Unable to reconnect with squad, and...lost weapons, sir. Request permission to terminate self...for the disgraceful failure of mission, sir."

"What?" Leo asked confusingly at first, before he quickly corrects himself. "Uh, wait, no! I mean, uh, the Fugitoid mission was a success. Yes, you are to be commended for your, uh, survival skills."

Zog looks at him surprised. "Yes...sir. Thank you, sir."

"This poor guy's breathing poison. Maybe I can rig up a temporary breather one of the nitrogen fuel enhancer tanks on the Shell Sled," Donnie replied as he looks through the remains of the Sewer Sled.

"Hey, hold on," Raph calls out. "Are you nutso?! If horn head here gets a clear head, he might realize that we're the enemy and wipe us out!"

"I agree with Raph." Venus answered. "And he's a Triceraton, he can't be trusted." She adds. "You've seen how they are."

"Enemy or not, we can't just let this guy suffer," Donnie said as he walks over to the Triceraton with the tank. He stands on his toes reaching up towards Zog's mask. "This should do it, big guy. I don't know if this will help, but your breathing should be fine now." As he replaces and fixes the mask, Zog begins to struggle to breathe before his breathing starts to stabilize.

"Thank you, sir. Your kindness has no bounds," Zog said.

"My children," A voice calls out. Everyone looks to see an injured Splinter limping towards them. "My children!"

"Master Splinter!" Donnie gasps in shock. "Are you okay?"

"An intruder in our lair," Splinter tells them as he leans against the wall. "I was attacked. You must take me back, defend our home. Defend," He staggers and falls.

"Master Splinter!"

"Sensei!"

Donnie helps him up. "He's hurt pretty bad," He said in worry. "He's barely breathing...and he's cold."

Venus gave the rat a wary look. Something was not right. She couldn't see the rat's chi points. Donnie notices. "Is there something wrong?" He asked.

"I can't see his chi points. Maybe they're being blocked somehow?" Venus answered still staring at the rat with an uncertain look.

"What do we do?" Mikey asked.

"We're gonna to do what we're told," Leo said. "We're going back to the lair and-"

"And I'm gonna kick the shell out of whoever did this to Master Splinter," Raph finishes an girly.

"What about him?" Mikey asked as he rushes over to Zog. "We can't just leave him here,"

"Then bring him," Leo replied as he, while holding Splinter, and Yuuki got on to his Sewer Sled. "Let's go."

Donnie runs to Mikey's Sewer Sled, with Venus following after him.

"Soldier, follow us!" Mikey orders.

"Yes, sir," Zog answered.

Mikey climbs onto Raph's Sewer Sled and they all sped off towards the lair. But Leo suddenly comes to a stop as well as the others when they see something ahead. They are shocked to see, Master Splinter?

"Master Splinter?" Leo questioned as he looks down at the Splinter in his arms.

"Put him down, now!" The Splinter in front of them demanded.

"Master Splinter, what is this?" Leo questioned to the Splinter with him. "What's going on?"

Unknown to everyone, the injured Splinter was the robot sent by the Shredder and they were watching the whole time.

"Muscle bound thug," Stockman scolds. "We can't have two Master Splinters in the same place. You botched the whole thing!"

"Back off, Stockman," Hun said as he holds out the remote, Stockman backs away. He turns his attention to the Foot scientist. "Try to get the turtles to attack the rat. Accuse him of being an impostor."

"That... is what attacked me," The "Splinter" tells them. "Destroy it,"

"No, my children," The real Splinter said. "He is the impostor. You must believe me, put him down, now."

"Say what?" Mikey asked, confusingly.

"The turtles and Yoshi's daughter will not be taken by such an obvious ruse, Hun," Shredder said. "Destroy them now, while you still have the element of surprise."

"Yes, my lord," Hun replied, nervously. He turns to the Foot scientist. "You heard Master Shredder, activated the Foot Mech's lethal protocols."

The turtles, Yuuki, Mona, and Venus notice the Splinter Leo is carrying eyes glow red. He suddenly attacks Yuuki kicking her right in the chest nearly knocking the wind out of her then kicks Raph and Donnie down as well before he kicks Leo into the wall. Mikey draws his nunchucks as the robotic Splinter charges at him, but the real Splinter jumps and kicks the fake one away. The two Splinters fight each other while the turtles recover from the attacks. They looked the two Splinters fighting, struggling to figure out which one was the real one.

"We've got to help him!" Leo said as he draws his swords as he sees the one Splinter knock the other one into the wall.

"Yeah, but which him?!" Raph questioned as he draws his sais.

Venus and Mona helps Yuuki up "Probably the one that kicks the hardest." She groans.

"Hun, I'm growing impatient," Shredder said, impatient, as they watched the fight. "Finish them, now!"

"Take it up to full force attack!" Hun orders.

The robotic Splinter eyes begin to glow a brighter red. He tries to punch the real Splinter but he dodges and instead punches into the wall. He jumps and kicks Splinter down hard.

"Master Splinter!" Donnie yells.

The robot Splinter charges at them. The Splinter they were fighting against was too fast and strong and they were getting knocked around.

"Yo, maybe it's time to send in the reinforcements?" Raph suggests to Zog.

"Huh?" Leo asked, confused then looks to see the Triceraton. "Soldier, engage the enemy!"

"Sir yes sir!" Zog said as he rushes as the robot Splinter.

He jumps in. "For the Republic!" Zog punches the robot Splinter hard knocking him into the wall, causing it to spark. Part of his face rips revealing that he was the impostor. Everyone gasps in shock at what they see and the fake Splinter continues to fight Zog. The Triceraton continues to attack until he grabs the impostor, tossing him around roughly before ripping it in half. Zog goes in to attack again.

"Enough!" Leo calls out as he rushes over to stop him. "Stand down soldier, mission accomplished," He looks down at the destroyed robot. "Definitely accomplished,"

"What I want to know is where did robo Splinta came from?" Raph questioned. "And who sent it?"

"It does not matter," Splinter said as he stands up. "Whoever they are, I will not stand by while they use my likeness to attack my family! We must strike back immediately!"

"Never seen him so steamed," Raph said to Leo. "I'm kind of enjoying it, actually."

"Hey," Donnie said as he salvaged the parts of the robot Splinter. "A remote control module. If this Splinter was remote controlled, we can trace the signal. You guys, stay with the robot, I'll be right back. I need some equipment from my lab,"

Shredder and Hun look at static on the screen.

"Hun," Shredder growls turning to him.

"Looks like it might be a malfunction," Hun answered, nervously.

"Find out what went wrong," Shredder points his gauntlet at Hun's neck. "I want the turtles and Hamato Yuuki destroyed!"

Donnie comes back on the Sewer Slider.

"Voila!" Donnie said as he holds up an device. "A direction finder, which seems to be pointing... that way."

Raph, Mona, Mikey, Donnie, Venus drive away while Leo, Splinter and Yuuki stay behind to speak with Zog.

"New mission, soldier!" Leo said to Zog, turning on a button to expand the back of the Sewer Slider.

"Climb on!"

"Sir yes sir!" Zog replied as he climbs on. Leo follows after Donnie.

At the Foot Headquarters, Shredder descended down the stairs.

"The Splinter Foot Mech has gone dark, master. The last signal indicates the turtles and Yoshi's daughter may have discovered the remote control module...and have become aware of our presence," Hun reports.

"Good, let them come, if they are foolish enough to try. It will give me great pleasure to squeeze the life out of them with my own hands!" Shredder slices a table and laughs evilly.

The turtles, Yuuki, Venus, Mona, Splinter and Zog arrived at a harbor. They had their eyes set on the ship in front of them with a Foot symbol.

"This is it," Donnie said. "The signals are coming from inside that freighter."

"So it was the Foot that sicced that Splinter robot on us!" Raph exclaimed, angrily.

"But Karai leads the Foot now, she gave us her word the Foot would leave us alone," Leo said, upset.

"I am sorry, my son," Splinter replied. "But in this case, we must believe what we see."

"Something telling me we're gonna be really, really, outnumbered," Donnie said as he sees a bunch of Foot ninjas.

"What we need is something to even out the odds," Raph said, clenching his fists.

Mikey backs up and motions to Zog.

"Boys and girls, meet Zog, the equalizer."

Everyone sneaks closer to the freighter. Donnie places a headset on and hands the others to his brothers and the three girls.

"Okay, here's the plan," Leo orders. "We'll recon order and see what we're up against,"

"Ready for action, sir!" Zog salutes, loudly, but he accidentally knocks over some boxes causing one to fall. Leo quickly catches it before it hits the ground alerting the guards.

"Quiet, soldier. This is the recon part of the mission, we need stealth," Leo tells him.

"Sorry, sir," Zog said a little quieter. "But stealth is not one of my strong points."

"No duh," Raph replied as he walks over to the others. "We obviously can't take him in there for recon," Leo whispers so Zog couldn't hear, not wanting to hurt his feelings.

"Mikey, you stay here and watch Zog. Don...you stay here and watch Mikey." Leo whispers.

"Hey!" Mikey complains.

Leo rolls his eyes. "Be ready to move, we'll contact you as soon as we know what the Foot are up to."

Leo, Raph, Mona, Splinter, and Yuuki runs towards the freighter and starts to climb up the rope connected to the ship. When they make it to the deck, they see two Foot ninjas walking back. Raph jumps up and grabs one of them. When the other one looks to see that his companion was gone, Leo sneaks up from behind and easily knocks him out, dragging the Foot ninja behind some crates to hide him.

The two jump on to the deck of the ship.

"Looks like our way in," Leo said as he looks up at the air vent.

They began to crawl through the air vent of the ship until they stop at other vent. They look down to see a lab below them but shocked to see the Shredder there as well.

"The Shredder?" Leo gasps.

"I see he still gets his suits at the hardware store," Raph mocks.

"Look, more robots," Leo points out.

"They are manufacturing deadly assassins," Splinter said. "They must be stopped."

"This facility must be completely and utterly destroyed," Splinter growls.

"Don, here's the plan," Leo speaks into his headset. "We need to blow up this ship sky high. To do that, we'll have to get it out to open waters away from the city. Raph, and Master Splinter, Yuuki and I will take the bridge and get this ship moving. Mikey, you and Zog cast off the mooring lines and meets us on the bridge. Don, can you sink it?"

"Hey, if I can't figure out a way to take a floating Foot lab that's sitting on top of thousands of gallons of diesel fuel, I might as well hang up my tool belt," Donnie said as he and Venus sneaks onto the ship.

Karai runs up to the Shredder kneeling in front of him.

"Master, we have a security breach. We found several of our guards out unconscious," She reports.

Shredder turns to Hun. "Hun, take the Elite and scour the ship. If it is the turtles and Hamato Yuuki, hold them. I wish to destroy them myself," Karai gives a look in shock and horror. Hun and the Elite bow to him before leaving. Karai looks down with an uncertain look on her face. Shredder notices.

" Is something the matter?"

"No, nothing, master," Karai shakes her head. "If you will excuse me, I will put the ship on full alert."

Zog rips off the mooring line with ease.

"Nice work, big guy," Mikey praises. "Now let's get the front mooring,"

As they run towards the front, they were not alone. They were being followed by Foot ninjas as well.

Leo, Raph, Mona, Yuuki, and Splinter make it to the bridge of the ship. It was completely dark and empty.

"Sheesh, all these buttons and not one of them says on," Raph complains.

Yuuki walks over to Leo "Leo, I don't like this. It's too quiet." She said. Leo nods, agreeing.

Suddenly the lights came on. The four of them turn in shock to see Hun.

"Welcome aboard, freaks," Hun greets them with a sickening smirk. "I'll be your cruise director for the trip and I'm happy to tell you, you'll be experiencing pain, lots and lots of pain."

Soon, the Foot Elite, breaks through the windows and were now making their way towards the group. Leo, Raph, Yuuki, and Splinter draw their weapons as they came closer.

"Um, Mikey," Leo calls. "Now would be a good time to bring in our friend, the secret weapon," But he doesn't receive an answer.

"Mikey, come in. Mikey, come in!"

Mikey and Zog were surrounded by Foot soldiers.