The ninjas surround Mikey and Zog. They wait until one of them charges at Mikey. Mikey pushes him back and kicks him away. Another jumps on Zog, but he throws the ninja into a crate.
How you doing, soldier?" Mikey asked.
"A-1, sir," Zog reported as the two stand back-to-back. "Good, because the odds just got worse!" Mikey exclaimed as he sees more ninjas approaching.
The Foot Elite attacks the two turtles, Yuuki, and Mona, and Splinter. Raph is kicked back into a panel while Leo and Yuuki fight against two Elites.
"Leo, when you promised me an ocean voyage this wasn't what I had in mind!" Raph calls out as he fight against the Elite and kicks him.
"It looked so much nicer in the brochure!" Leo calls back as he and Yuuki fought against the two Elites.
Splinter was fighting an Elite with ease as they attacked him, mostly dodging their attacks, blocking them with his staff as the axe swings down on him. Splinter looks to see two Elites charging at him but he has no way of defending himself.
Suddenly the two Elites were knocked back as they fell out of the window when Yuuki and Mona charged at them. But the victory was short lived as the two girls noticed that the two Elites had appeared behind them. They quickly dodged out of the way from their oncoming attacks. Raph and Leo quickly came to their aid fending them off.
"We gotta get this puppy out to sea!" Leo calls out into his communicator. "Donnie, what's the 411?"
"I made it to the engine room. About to do some creative rewiring," Donnie reports.
Raph continues to fight against the Elite before moving behind them and kicking them into the panel. He looks over at Splinter who was still fighting against the axe wielding Elite.
"Yo, baskethead! Catch!" Raph shouted as he throws his sai at the Elite. The Elite easily blocks it before turning to see that Splinter had vanished. Splinter looks over the main controls and pushes a lever forward. He jams his staff into the panel.
In the Engine room, Donnie notices the ship was starting up. "Looks like we're underway."
Zog crashes two ninjas together and they fall to the floor. Most of the ninjas were defeated. A ninja steps in front of Zog, but Mikey kicks him away.
"Zog, the love boat's sailing and we didn't get that last mooring line!"
The rope attached, stops the boat. It jerks the ship violently, knocking everyone down. Raph and an Elite sit up. Raph makes a sound in surprise as he sees their weapons were knocked out of their hands during the jerk. He and the Elite quickly dive for them and Raph points his sai at the Elite.
"Never go one-on-one against a turtle," He warns before his sai was knocked out of his hand by another Elite. "I guess you guys knew that already," Raph murmurs as he backs up.
Splinter stands in front of Hun who spins a chain in his hand. Hun tries to hit Splinter with hit, but the rat jumps over it. Hun growls and charges at him.
"Mikey, the ship's still moored to the dock, what's happening?" Leo demanded as he fights against the two Elites.
"Sorry, Leo, but we kinda ran into some old friends," Mikey reported as he and Zog are corned by ninjas. "Cast off and then you and Zog get up here to the bridge!"
Mikey turns to the Triceraton. "Soldier, clear that line! For the sake of the Republic!"
"Sir, yes, sir!" Zog answers as he barrels through some of the ninjas before breaking off the post that kept the ship from moving. He jumps into the water.
"Boys, it's been fun, but I got a boat to catch! Don't forget to write!" Mikey calls out as he jumps off the dock. The two ninjas jump after him but they fall into the water while Mikey was hanging onto the rope from the ship. He realizes that Zog was not with him.
"Zog? Zog, where are you?"
In the Engine room, Donnie finishes up his wiring. "There. In half an hour, this floating hulk is gonna be lit up like the Fourth of July. Time to get to the others." He and Venus start to leave but sees ninjas waiting for them. "Or maybe not."
Raph fights against an Elite and kicks him away. Leo fights against one before he was struck from behind.
"Leo!" Mikey calls out as he held onto the rope. "We're in trouble!"
"Guy's there's a problem!" Donnie reports as he pulls out his bo staff. "As in a major ninja problem!"
The four of them gasp when they see Hun stepping forward holding Splinter in chains. "Tell me about it," Leo groans.
"Hun, if you harm one hair on Master Spinta's body, you're gonna wish you were never born!" Raph threatens.
"That's big talk for such a puny reptile," Hun said. "Now drop your weapons before rat gets exterminated!"
"No, my children, do not give up your weapons," Splinter tells them.
"Master Splinter...I'm sorry," Leo said as he and Raph dropped their weapons, Yuuki as well.
"Good kids," Hun replied.
Donnie grips his bo staff as he and Venus were cornered by four ninjas. "Can you tell me where the captain's table is?" He asked before jumping up and kicking one away. He ones one into as gas pipe and smoke covered the room. Donnie knocks out the rest of the ninjas.
"Don't bother getting up. Ill find my own way out."
Stockman is hovering over the schematics of the rest of the robots with a Foot soldier.
"Stockman, Stockman!" Shredder calls out as he walks in with Karai. Stockman turns to them.
"No need to shout."
"Stockman, I want this situation under control. I need more warriors. How soon can you have these Foot Mechs completed?" Shredder demands, gesturing to the rest of the robots.
"Sorry, Shredder, but cutting edge bio-tech genius takes time and-"
Shredder pulls out a red button. "Then allow me to give you a little motivation to accelerate the process," He presses the Foot symbol button and Stockman is shocked. He cries out in pain while Karai gives a look in sympathy.
"Waiting," Shredder replied.
"Alright...there's four Foot Mechs which can function. They're incomplete, but they'll do the job and we have the world leader Foot Mechs."
A buzz was heard and Hun appears on screen. "Master, this is Hun. I have captured two of the turtles, Yuuki, and the rat. Can I finish them?"
Karai turns to the Shredder. "But master, I promised them their lives. Are we not honor bound to keep that promise?"
"Honor bound? Karai, you must learn that your duty to me is far more important than honor."
Karai gives a look in surprise. "I...I understand, master."
"We shall see, Karai, for you will be one to slay the turtles and Yoshi's daughter!" Shredder declared as he walks away and she gives an unsure look.
"Yes, my lord."
Outside of the ship, Mikey wildly looks around calling out to the Triceraton.
"Zog!" He received no response. "Zog! Man this is not good."
Suddenly a hand shoots out of the water grabbing onto the rope. Zog climbs up. "Orders carried out, sir."
"Good man! I mean, dinosaur! Come on, sounds like we got a lot of more work to do," Mikey calls out to him as the continue to climb the rope.
Leo, Raph, Mona, Yuuki and a chained up Splinter kneel on the floor. Leo, Raph, Mona, and Yuuki had their hands tied behind their backs. They hear a noise and look over to see Karai walking in, closing the door behind her, turning the wheel, locking it.
"Hey Leo, it's your buddy," Raph mocks.
She steps closer to them. "Leonardo, I..." Karai speaks, hesitantly. "I wish you had never come to this place. Now it has fallen on me to slay you all."
"So much for your word of honor," Leo said, disappointed.
"I..I am sorry, but I must follow my master's orders," Karai answered as she draws her sword.
"Face it bro, she's as bad as the Shredder," Raph said.
'I should have known better than to trust you, Karai," Leo replied.
Karai raises her sword above Leo's head and the two glare at each other intensely.
"Don't do it!" Yuuki pleaded. Karai shot her a glance, she felt her hands began to shake as she gripped her sword.
"Wait!" Hun calls out. He steps up behind Leo with his swords in hand and cuts him free from his restraints. "Let's make this a little more interesting." Hun steps back and tosses Leo's swords to him. "Now show us what you've got, sword boy." Leo jumps and catches them. "Take her out and I just might let the rat go free." Karai draws her other sword and the two began to fight.
"I can't let you do the Shredder's dirty work without a fight, Karai," Leo said.
"I am honor bound to serve him," Karai defends.
The two began to circle each other before Leo makes the first attack. The two are evenly matched, then Karai trips Leo and he lands on his feet.
"If you serve the Shredder, you have no honor!" Leo exclaimed.
"You are wrong!" She said as she pushes Leo back.
"I was taught the honor, Bushido, means everything to a true warrior!"
Karai charges at him but Leo pushes her back and gives her a hard kick, knocking her down. He sends her flying back and she crashes into a control panel, hard. Her swords fall out of her hands as she falls to the floor.
"I trusted you once Karai. I can't believe what a fool I was but unlike you I'm not afraid of death because I always live my life with honor. And now, I'll end this with honor. Can you do the that?" Leo twirls his swords before placing them back into his sheaths. "Can you live with honor? Show me, here's your chance,"
Karai stands on her feet and grabs one of her swords with both hands and charges at Leo. He doesn't move a muscle. Karai raises her sword and everyone let out a gasp in horror as it comes down. Hun smirks evilly.
"Leo!" Yuuki yells.
The sword suddenly stops just inches from Leo's head. Karai looks away and lowers it and backed away.
"So the Shredder's pet don't have the guts to do the job," Hun mocks as he steps forward. "Move over, girly, watch how things get done New York style," Hun corners Leo as he towers over him. Leo backs away only to get cornered. Hun smirks raising a fist. "Trust me this is gonna hurt you a lot more than it hurts me."
Just as Hun was about to strike, everyone hears a pounding noise at the door. They look over to see the door break down. Zog charges in striking Hun in one blow.
"There's no need to fear, Michaelangelo's here!" Mikey cries out as he runs in and kicks down two Elites as they came at him.
"Mikey!" Leo cries out in relief. He looks over to see Donnie and Venus jumping in through the broken window, taking down another Elite. "Don!"
An Elite was about to strike Splinter and Yuuki but Leo kicks him away. He frees the two of them then Raph and Mona.
"Alright!" Raph cheers as he reaches over and grabs his sais. "For a minute I thought I was gonna have to sit this one out!"
He throws his sai and they pin an Elite to the wall. Donnie strikes him in the stomach. Splinter knocks down another Elite. Everyone looks over to see Zog take out an Elite before Hun comes in.
"First a bunch a turtles, and more mutants and now a big ugly dinosaur?" Hun questioned. "It's a freak show!"
Zog charges at Hun, hitting him in the chest with his head. But, the tall man doesn't go down and he strikes Zog back. Then Hun kicks Zog down. He walks over and rips a large pipe from out of the wall with his bare hands, throwing it at Zog knocking him down hard. Hun stands over him laughing. Zog reaches up and lifts Hun into the air. He throws him into the door and he falls into the bay below.
Leo looks over at Karai who has lowered her weapons, ashamed.
"I have failed my master," Karai said, regrettably.
"It is alright," Splinter replied as he steps to her. "You could not do your duty because it was against your honor," Karai looks at Leo and he smiles reassuringly.
"Guys," Donnie calls out as he was looking at his watch. "We've got about five minutes before this ship buys a one-way ticket to the bottom of the ocean!"
"Time to go!" Mikey exclaimed. "Zog, we're moving out!"
"Sir, yes, sir!" Zog answered.
They run around the corner but stop when they see the Shredder along with the Foot Mechs, standing across from them.
"Well, well, well, quite a menagerie," Shredder said. "A rat, five turtles, a lizard, an orphan, and a Triceraton, if I'm not mistaken."
"Shredder!" Leo exclaimed. "I guess we should known we'd meet again!"
"Yes, but I think this will be the last time," Shredder motions a Foot Mech and it blasts at Raph causing him to fly into the air and crash into a wall.
The others charges at the Shredder and the Foot Mechs. A Foot Mech raises his arm getting ready to blast Raph again. He struggles to get up, still winded from the fall. Then he sees Mona stand in front of him blocking him from the Mech.
"Kid, No! Get outta the way!" Raph warns.
The Foot Mech fires and the blast goes directly towards Mona. She quickly close her eyes and tried to shield herself with her arms. But nothing happened. Mona slowly open one eye to see a man in a samurai armor in front of her and Raph. His shield directed the blast away from them.
"Are you alright, green warrior?" Slashuur asked.
Raph growls at him as Mona helped him up.
Shredder turns to Slashuur "Slashuur," He said. "Ah, I see your memory has returned."
Slashuur glares at him. "I don't imagine you've forgotten that my loyalty for an employer only goes so far. " He summons his scythe then charges and starts to strike down some of the robots. The brothers, Yuuki, Mona and Venus joined in and helped as well.
Shredder and Splinter are facing with each other.
"How many times must we do this, rat?" Shredder questioned, irritably.
Shredder tries to sweep kick Splinter, but he jumps out of the way. He swipes at the rat with his gauntlet only to graze his shoulder. Zog his fighting with two Foot Mechs. He smashes his fist into a Mech's chest before tearing it in half. The upper part of the body was still active as it began to crawl over towards the alien as he was fighting the other Mech. Shredder jumps and kicks Splinter back, but then Splinter reaches behind him and picked up a rope and tries to tie Shredder up. But, he easily breaks through it.
Mikey is facing off against a headless Foot Mech.
"Hello?" Mikey calls out as he waves his hand in front of the Mech. "Is there anybody there? I'm talking to you!"
He tries to hit the android with his nunchucks, but was electrocuted. Mikey begins to back up towards the edge of the ship as the robot follows after him. "There's a nice android," As the robot continues to advance towards Mikey to the railing of the ship, Mikey reaches up and grabs the hook above him. He swings around and tries to knock the Mech into the ocean. But, it grabs onto Mikey and starts to electrocute him again. "Aah! Get off me!" Mikey kicks the android off of him and it falls into the sea.
Zog continues to fight with the other Foot Mech. "Federation scum! You will learn to bow down before the might of the Triceraton Republic!" The one he had torn in half grabs onto his leg and explodes, knocking him down. He gets up and charges at the other Foot Mech, smashing it to pieces. Raph is charging at a Foot Mech as it fires at him and jumps at it, grabbing onto the cannon on its arm. The Foot Mech continues to fire. Everyone tries to dodge out of the way from the stray blasts. Mikey notices that the blasts were getting closer to the explosive barrels.
"Raph, watch out!" Mikey calls out.
"Uh-oh," Raph looks over as a shot shoots out from the cannon as it hits the barrels, causing a huge explosion on the deck. It causes the floor to collapse under everyone and they fall down into the laboratory below. A fire begins to break out as well. As Donnie falls, a beam lands on top of him pinning him down.
Splinter struggles to get up as the Shredder stands across from him. "Goodbye old foe," He raises his foot above the rat.
"General Splinter!" Zog charges at the Shredder ramming into him knocking him away from Splinter. "You will pay for insulting my commanding officer!" Zog declares. Shredder kicks Zog to the ground, but the Triceraton jumps at the Shredder, throwing him near a hole in the floor, engulfed in flames. Shredder stands up and glares at Zog. He charges at the alien before Zog lets out a roar and knocks him into the burning hole below.
Donnie pulls the beam off of him as Venus helped him. As he stands up, he gasps in shock. "Guys! We've got two and a half minutes before this is a thousand feet underwater!"
"You small brained terrapin!" A familiar voice calls out. Donnie and Venus turn to see Stockman's brain in the container. "Look what you've done to my lab!"
Venus face turns to a look of disgust. "Ew, that's disgusting." She said looking at the the brain in the container.
"Stockman? Is that you?" Donnie stands in front of the tank that Stockman was in. "Man, you've really let yourself go."
He jumps a bit as Stockman slams his brain against the glass. Leo, Raph, Yuuki, Mona, Slashuur, and Mikey are fighting against the Foot Mechs. Leo slices one in half. Raph was avoiding getting shot at. Mikey gets grabbed with a claw with the Foot Mech he was fighting against. Raph was circling a Mech and growls. "Bring it on!"
Zog attacks the robot from behind and rams his fist through the Mech's chest, tearing it in half.
"Zog! Nice timing soldier!" Raph compliments.
"Mission: destroy Federation stronghold at all cost," Zog said.
"I like the way you think, let's do it!"
Mikey continues to be dragged by the claw of the Foot Mech as it pulls him closer. It's stomach plates open up revealing spinning blades. Mikey struggles against the claw on his shoulder trying to pull it off until it finally comes loose, causing the Foot Mech to fall back into the fire below.
"That'll teach you to keep your claws to yourself!" Mikey retorts.
"Oh no!" Donnie gasps as he looks as his watch. "We've got less than a minute to get out of here!"
They don't get far as Shredder jumps out in front of of them.
"This is the end!" Shredder said. "You will never get off this ship alive!"
"This Federation worm is mine!" Zog exclaimed as he charges at the Shredder.
Shredder charges at him as well. He strikes Zog hard causing him to back up. "No!" Raph murmurs as they watched. Zog grabs a broken beam and uses it to smack Shredder down. He Knocks him flat on his back, Zog strikes him again. Shredder lies on the ground seemingly unconscious. Zog turns his back from him facing everyone.
"Victory!" Zog cheers. The turtles, Yuuki, Mona, and Venus gasp.
"Zog, no!" Mikey exclaimed as they see the Shredder rise up from behind the Triceraton. He raises his gauntlet and stabs Zog in the back. Zog falls to the ground.
"Triceraton fool!" Shredder said. "All who oppose me are fated to perish! You mutant scum should know better than anyone!"
"I have tolerated you all for far too long!"
Just as Shredder was about to attack, Zog is standing and grabs Shredder from behind. The turtles cheer.
"Sirs, ladies," Zog speaks. "Tell them, Zog fought bravely," He begins to walk towards the edge of the fiery pit. "for his comrades, for the republic."
"Zog, don't do this! I can help you!" Venus yells as she tries to run to him but Donnie holds her back.
Zog turns to Venus. "Empress Venus, I have hope for the Triceraton Republic when you get back. Lead us into a new empire. An empire of peace."
"For victory!" He exclaimed. Zog falls into the fire below, holding the Shredder.
"We have to save him!" Raph shouts as he was about to go after him, but Donnie holds him back.
"It's too late," Donnie tells him. "He's gone."
"My children," Splinter speaks as he stands in front of everyone. "He has give us our lives. We must not dishonor his brave sacrifice."
The ship begins to shake.
"Come on!" Leo exclaimed. "Let's go!" He grabs Yuuki's hand and ran, the others following behind as well.
The ceiling begins to crumble as everyone tries to make it to the deck.
"It's gonna blow any second!" Donnie shouts.
"Looks like I'm just in time, gather around we'll take flight." Slashuur said.
Everyone makes to the top gathering around Slashuur. Mikey was falling behind. Yuuki reaches out to him and he jumps just as the ship blows up. Slashuur teleports everyone to the docks, while Mikey was the last to appear and he lands roughly on his stomach.
"Ouch," Mikey said as he holds his head, a little dizzy. "Wow, that was a thousand of times more exciting than your driving, Don."
An large explosion catches everyone's attention. They turn and watch as they saw ship sink down into the ocean.
"You know, it was a real honor having Zog as one of us," Leo said. "He was a great warrior."
"I hate to admit it, but, for a Triceraton, he was alright." Venus adds.
"The Triceratons have become mere war mongrels, but they were once nobel warriors, he proved that." Slashuur said.
Mikey looks down, sadly. "Poor Zog," He said. "Why did this have to happen, I just don't understand..."
Raph walks over to him and places a hand on Mikey's shoulder. "There was nothing we could have done, Mikey. "
"I guess we should get moving. At last, my family is avenged." Slashuur begins to walk away.
"Thank you, Slashuur!" Leo calls out.
The mysterious alien disappears, leaving the group alone on the docks.
Splinter looks at everyone. He speaks. "Come my children, we have a home to return to, let us do so."
They begin to walk away heading back to the lair.
Later, Karai flies a helicopter over the ocean. Debris from the explosion can be seen in the water. A gauntlet rises out of the water grabbing onto the hook, revealing Shredder with a robotic leg missing. The helicopter flies away.
Suddenly, Stockman appears out of the water.
"Aha! Baxter Stockman has cheated death-!" He sinks into the water.