A/N: Please read and review?


In the city, as the moon shined over it, two Triceratons stood guard near a door, down in an alley, while parked nearby was Darius' limo. Inside, Darius himself sat on one side of a desk, with Zukko - who had a fake horn to replace the one he'd lost - on the other side, both staring at each other.

"Your shipment is late. My buyers on Rigel Seven are becoming concerned, Mr. Dunn." Zukko said, putting his hands together, then his right forefinger on the table.

"There were unavoidable production delays, Mr. Zukko, but the issue is resolved, I assure you." Darius said.

"Really? That's interesting, because I hear different." Zukko sneered, pointing at Darius. "I hear, for example, that you got problems at home, that maybe your cash cow wonder kid ain't as obedient as he used to be."

Darois gasped, as Zukko grabbed a handful of green worms from what looked like an ashtray.

"That maybe old Darius Dunn is losing his touch. At least, that's what I hear." Zukko smirked, before he ate the worms. "Maybe I better start hearing something else, or…."

Darius frowned as he got out and pulled a blaster out from his suit.

"Ah!" Zukko gasped.

Darius fried the blaster at him, who ducked and dived off the chair, before the blast blew a hole in the wall behind him.

"Did you hear that, Mr. Zukko?" Darius asked, as they stared at the hole. "There are three thousand of these units waiting for you at O'Neil Tech, as promised."

Zukko turned around to him.

"Deposit my fee and you'll have your weapons tonight." Darius promised, as he turned and put the blaster down. "And never, ever question my hold over O'Neil Tech, its secrets, or my dear nephew again."

He turned to Zukko and clutched his fist.

"I have everything under control." he assured.


Meanwhile, the Turtles and were all the rooftop, Leo and Cody about to spar together, while the rest watched from near the ledge, Mikey with a bowl of popcorn, the others a drink.

"All right, here I come!" Cody yelled, charging forward.

He jumped and dived to kick Leo, but Leo pivoted to his left, making Cody miss, who landed on his feet and turned around.

"Come on, Cody!" Donnie called, as Cody charged in.

"Kick his sorry shell." Raph cheered.

"Show him what you're made of!" Elisa cheered.

They all laughed and cheered, as Cody tried to punch Leo, who blocked it with his forearm.

"Stay within yourself, Cody..." Leo said, blocking a kick with his hand, then dodged another punch, then dodged past as Cody tried to kick him again. "...and let your opponent expend his energy. Follow the principles of Aikido."

Cody glared and came at Leo.

"Blah, blah, blah. Here we go." Raph sighed, annoyed as Donnie got up and drank his drink.

"Dr. Leo's aikidos and aiki-don'ts." Mikey sighed.

"Guys, Cody doesn't know that." Cath said fairly. "He needs to learn like we did."

"Yeah. We're not the same kids we were when you boys tried to teach that kid." Elisa recalled, drinking her drink.

"You had to bring that up?" Donnie sighed, facepalming himself.

"Imagine a river." Leo began, dodging as Cody tried to punch him. "Trees, boulders, even mountains..."

He dodged twice more, before he looked at Cody.

"...may stand in its way, yet the water continues to flow. Patient, persistent; water finds a way around, eventually wearing down any obstacles in its path." he explained, dodging 16 punches from Cody, who stopped and bent over, panting. "Until only the water remains."

He placed a finger against Cody's forehead and pushed it, making him stumble backwards towards the others. Mikey handed Donnie his popcorn bowl, before Cody tripped and fell into Mikey's lap.

"Ah!" he yelped, as Mikey caught him.

"Get it? Be the water. Go with the flow." Mikey said, helping Cody up as Donnie ate some popcorn. "Let the other dude waste his energy."

"In other words, wear your opponent down until he's worn out." Elisa explained.

"And then give 'em the old ninja noogie." Raph joked, as he grabbed Cody and rubbed his head with his knuckle.

Cody laughed. "Okay, okay, I got it." he said, moving away, rubbing his head. "Be the water! Be the water!"

Donnie's wrist gauntlet began to beep.

"Whoa, time's up. We promised Master Splinter we'd take him down to the Museum of Historic Broadcasts to see the "As the Universe Turns" marathon." he explained. "Wanna come?"

Cody No, thanks. I'll catch you later." Cody said, as Raph and Mikey turned to each other. "Uncle Darius went out of town and closed O'Neil Tech early today. I wanna work in the R and D lab without him looking over my shoulder."

"Does that really bother you?" Cath asked.

"Yeah, it can be annoying." Cody admitted.

"All right, but if you have a burning need..." Leo began, as the Turtles all turned and walked off. "...to catch up on a hundred years of soap operas, we're only a com call away."

Mikey flipped over and began to walk on his hands, as Cody smiled.


Later, Cody rode his motorized scooter along a freeway towards O'Neil Tech, passing by several cars. He turned right onto another one, moving down into a street, before he saw Darius' limo passing by in front of him, going into the garage.

"Hey. Uncle Darius?" Cody questioned. "What's he doing at O'Neil Tech? I thought he was out of town."

He rode his scooter towards the building.

Nearby, Darius' limo turned right and came to a stop near the loading docks, then the door opened, showing Darius and Zukko.

"Have no fear, my employees would never turn down a paid night off." Darius said, as they stepped out of the limo. "We're alone."

Cody peeked around the corner.

"Who in the shell is that?" he muttered. "Gotta check this out, Ninja style."

Darius and Zukko walk up a ramp and approaching a loading dock elevator door, which opened up, before they entered. Cody shot a Shuriken at them from his left wrist gauntlet, which hit a barrel, making them both turn.

"What was that?" Zukko snarled, pulling out a blaster. "I thought you said this was safe, Dunn?"

Cody raced towards the doorway, leaping onto some boxes near the ramp

"Relax, Zukko. Probably just a few Denubian rats." Darius deduced, as Cody ran into the doorway behind them, showing it was an elevator.

He looked around for a place to hide, as Darius and Zukko turned and approached the elevator.

"Now to your merchandise." Darius said, as they entered it. "Level one-fourteen."

The door closed and the elevator began to move down, while above the duo, a hatch opened slightly, allowing Cody to peer down at them. The elevator soon reached the floor, then the door opened and they stepped out into a room.

"We call this the hot house." Darius explained.

He pressed a button on his right wrist band, before he and Zukko walked forward. Cody dropped down from the hatch and into the elevator, before he ran into the room and hid behind a crate. He gasped as he saw long conveyor belts, which had automated machinery hooks and laser drills, creating high-tech blasters, nothing like he'd been told.

Darius and Zukko both approached one of the conveyor belts, which was full of blasters, which had a sniper's scope on.

"As I said, your units are ready for immediate delivery." Darius explained, as he picked one up and handed it to Zukko. "Guaranteed lethal on forty-seven species, Zukko."

"My apologies for doubting you, Dunn. I'll have my crew here tonight." Zukko promised.

Cody turned and ran back into the elevator, then pressed himself against a side wall, shocked by what he had seen, before he held his wrist communicator near his mouth.

"Guys, get down to O'Neil Tech now. It's Uncle Darius. We got him." he explained.


Later, the Hovershell flew past the top of O'Neil Tech tower, then shot down to the loading dock, landing near Darius' limo. Also there was a Peacemaker car, that was parked nearby, with Biggles and two human Peacekeeprs standing by the limo and Cody. The door of the Hovershell opened up, then the Turtles all jumped out of it and ran over to Cody.

"Cody!" Raph called.

"Young man, we've been through this falderal before." Biggles scowled. "Mr. Dunn collects those weapons to keep them off the streets."

"It's not falder whatever, and I saw weapons being made in there." Cody swore. "Come on, level 114."

He turned and ran towards the elevator.

"Mm, this had better be worth the paperwork." Biggles sighed, before everyone followed Cody.

A little later, Cody, the Turtles, Biggles and the two Peacekeeprs all stood inside the elevator, when the door opened on level 114, Cody having his back to it.

"See for yourself. The hot house." Cody stated.

He waved his hands as he turned around, before everyone looked shocked, as the room looked like a greenhouse filled with rows of plants.

"Brilliant detective work, son. A hot house for raising flowers." Biggles scoffed.

The Turtles turned to each other, while Cody looked speechless, before Biggles entered the room.

"Careful lads, extremely dangerous foliage." Biggles said, as his two men followed him. "Better call for backup."

Cody and the Turtles all stepped forward.

"But…no! Y-you have to believe me!" Cody said desperately.

"We do, Cody. Something stinks, and it ain't the flowers." Raph said

"Yeah. Darius doesn't seem the type to have a green thumb and own a greenhouse." Cath deduced.

Mikey walked over to a large flowering bush, rubbing his head, when Darius came out from behind it.

"Hello? Someone there?" Darius said, holding a potted plant and shears, before he approached Cody. "Oh, Cody, what a pleasant surprise. I see that you've uncovered by secret hideaway and my passion for rare valerian orchids."

The plant moved to face him as he snipped the shears.

"Where did you hide them?" Cody demanded, stepping forward, before pointing at Darius as the Turtles looked around. "That Triceraton, Zukko, and the weapons you made for him?"

"Weapons?" Darius questioned.

Donnie and Cath both looked at a table of plotted plants, while Raph and Elisa stood behind them.

"What's the deal, brainiacs?" Raph asked.

"I don't know, but feel this." Donnie said.

He moved Raph towards the table, who placed his hands on it.

"A very slight vibration, and a sort of a static tingle, but I don't see any machinery." Donnie explained.

"Uh, in English, please?" Elisa asked.

"It's like...there's something hidden beneath the plants, like a holographic camouflage device." Cath translated. "Uncle Darius could be hiding the weapons right under our noses."

"If that's true, I'll give him credit; very cleaver." Elisa said.

The Peacekeepers all returned to where Cody and Darius stood.

"You cut me to the quick, Cody." Darius said, turning around, pointing his shears at the Turtles, who all looked at the plants. "Wait, did they put you up to this?"

"We didn't have to." Mikey assured, getting up from near a box. "Cody's finally onto your big, fat…"

He pointed at Darius, when a carnivorous plant behind him began to sniff him, making him turn around, before it bit his face.

"Yeow!" he screamed, as he turned and ran off.

"Mikey!" Cath gasped, running after him.

"It's outright harassment, Constable." Darius told the Peacekeepers.

Mikey ran past Darius from behind him, pulling at the plant, before he turned and ran off, as Cath came over to him.

"Since their arrival, these soft-shelled lunatics have tried to turn young Cody against me." Darius explained.

"Enough! Let's settle this. Officer, scanner." Biggles ordered, turning to one of his men.

The officer saluted and pulled out a scanning device, which began to scan the room, as Biggles got behind him, as Cath pulled the plant off Mikey's face.

"Hmm. As I suspected, no trace of any weapons energy signatures or any suspicious chemical compounds, bangos, crackos or…." Biggles stated, as the machine's screen ran zig-zag lines along it.

"Who are you gonna believe? Me, or some stupid machine?" Cody asked, approaching and snatching the scanner.

"I beg your pardon?" Biggles exclaimed.

"Constable, would you be kind enough to escort the young man home? And see that he's confined to quarters." Darius advised.

"Huh?" Cody gasped, as the Turtles all came up behind him.

"He can't do that! Can he?" Donnie asked, uncertainly.

"As Cody's legal guardian, I most certainly can, in addition to seeing he receives the punishment he deserves for this prank." Darius assured.

"Certainly, sir. Sorry for the bother." Biggles said, saluting.

"NO!" Cody cried, as the two human Peacekeepers grabbed Cody and began to force him towards the elevator. "You can't do this! He's lying! I know what I saw. You gotta believe me!"

The Turtles all began to follow Cody, before Raph and Elisa stopped and turned to Darius.

"This isn't over, Dunn." Raph swore.

"You won't get away with this." Elisa hissed.

They both turned and followed their siblings, as Darius put his shears away.

"Oh..." he said softly, as the elevator door closed behind Raph and Elisa. "...it's over and so are you, and I will get away with it."

He pulled out a holo-vid communication device, which brought up a hologram.

"I'm afraid my beloved nephew and his playmates have gone too far this time. I want them all dealt with in one fell swoop. Tonight!" he ordered.

He saw six shadowy figures on his screen, showing the outline of the Dark Turtles.


Later, in Cody's penthouse, the Turtles - expect Raph - were all standing outside Cody's bedroom, with Serling standing guard, holding a tureen.

"Come on, Serling, even you can see this is crazy." Leo said.

"No. I'm under strict instructions from Mr. Dunn." Serling explained, waving his left hand.

"Mr. Dunn? Do you really have to take orders from him?" Cath asked, frowning.

"Yes, I do, and his order stands: No visitors!" Serling said sternly, holding his left forefinger up.

"But we're not visitors, we're family." Donnie argued.

"Yeah, and family brings soup, and they criticize your weight and they bum money off of you." Mikey said, patting his stomach, before holding his hands out..

"It's not soup, it's consommé." Serling explained, holding the tureen up.

"Great. We'll let him know when we give it to him for ya'." Mikey said.

He leapt forward to grab the tureen, but Serling held it overhead.

"I do not want to disturb Master Cody." he said, pushing Mikey back. "He needs some peace and quiet."

"Some what?" Mikey asked, pretending not to hear as he lifted Serling's arm up slightly.

"Peace and quiet." Serling repeated, frowning.

"What?" Mikey said, putting his right hand near his ear area.

"Peace and quiet!" Serling yelled.

Leo leapt on top of Serling, covering his mouth with his hand, as Donnie and Elisa grabbed his arms, pulling him away, as Mikey and Cath pushed.

"Shh, in here, you chatterbox, before you upset Cody." Donnie said quietly.

A closet door opened up, which they forced Serling into, before Leo jumped off him and grabbed the tureen out of his hands.

"I'll take the soup." Leo said.

"But…" Serling began, outraged as the door closed. "It's consommé!"

Mikey placed a large vase against the door

"And I'll lean this priceless looking Ming flowerpot against the door to help stifle the noise." he explained loudly.

Donnie came over with glasses on a tray.

"With matching crystal." he said, placing it on top of the vase.

"Don't you dare!" Serling scowled.

The Turtles all turned and walked away grinning.

"Miscreants!" Serling scowled.


A little later, the five Turtles were with Cody in his room, who stood peering out of the window, Mikey and Elisa with their arms folded.

"I can't believe this. I mean, you guys have been warning me about my uncle for a long time..." Cody said, as he turned and approached the Turtles. "...and now that I've seen it first hand, seen the way he lies, I feel like such a dope."

He banged his fist against his head like an idiot.

"Don't be so hard on yourself, Cody." Donnie said, getting behind him and touching his shoulders. "He's your uncle, you trusted him."

"Yeah. He's family to you, so you couldn't have known how evil he is." Cath assured.

"And it wasn't just you. The whole city fell for Darius' act, but not anymore." Leo promised.

"Leo's right. Nobody suspected him at all." Elisa said. "He's like the Kingpin from Spider-Man, someone no one would suspect."

"Who from who?" Cody asked.

"Characters from some of Mikey's comics." Elisa explained.

"Yeah, Darius as exactly like Kingpin." Mikey said, putting his hands together. "And as soon as we figure out how Darius hid all those weapons, we'll prove to the world he's a bad dude."

"How do we do that? You saw what happened back at O'Neil Tech." Cody recalled.

The Turtles' wrist communicators beeped.

"Yo, this thing on?" came Raph's voice.

"Go ahead, Raph, give us good news." Leo said, as the Turtles raised their communicators up.

(The city)

Raph was on a rooftop across from O'Neil Tech, looking down at the loading docks through binoculars.

"I got some action down here." he explained.

He saw Darius standing on the ramp, as a truck turned and pulled over near it, then Zukko and other Triceratons hopped out of the back.

"Triceratons. Should've guessed." Raph said.

Zukko approached Darius, before they shook hands

"A little late for floral deliveries." Raph said.

He moved to see the other Triceratons had started loading crates into the truck, via high-tech forklifts. One Triceraton banged his against the truck, making a crate fall and break open upon hitting the floor, revealing the blasters.

"Busted!" Raph said, lowering his binoculars. "Houston, we got bad guys."

(Cody's penthouse)

"Get your shells down here." Raph said.

The Turtles all turned to Cody.

"So, want to hang out here tonight sipping soup, or do you want to bust Darius?" Leo asked.

"Shell yeah! Let's bring him down." Cody said, holding his fist up.

He walked over to a wall.

"Turtle X activate. Code word Goongala." he said into his communicator.

A dual door slid open in front of him, then Turtle X stepped out of the shadows, the cockpit opening up. Cody ran over and climbed into it, before he turned and sat down, as the cockpit closed around him.

"It's Ninja time!" he shouted, jumping up.

"Our little Cody. All grown up." Mikey said, putting his hands together.

He wiped away a tear, before the Turtles and Cody ran out of the room, then down the corridor and past the closet.

"Let me out of here!" Serling demanded, banging on the door.


Later, Cody and all the Turtles were in the elevator in O'Neil Tech, before the door opened up, and they all entered the hot house.

"You're positive this is the place, Cody?" Leo asked.

"Oh, yeah." Cody assured.

The area in front of them suddenly shimmered, and two Triceratons came out of an unseen space, carrying a crate of weapons.

"Last one." one said.

"Good. Let's get back to Boss…" the second said, before he turned. "Huh?

Raph and Mikey both jumped down and kicked them both, knocking them out cold as they hit the floor. Donnie walked over to them both, before he bent down behind them.

"Aren't these fashionable." he said, lifting up one's wrist, showing a wrist band on it. "Darius had one just like it."

He took the band off the Triceraton, before looking at it carefully.

"Cody, what is it?" Cath asked, as she and Leo approached Donnie.

"A space phasing generator!" Cody explained, as Donnie put the wrist band on and turned around. "By vibrating the molecules of solid matter at different rates, it allows two different rooms to occupy the same space."

They all stepped through the shimmering area, and entered the weapons manufacturing area.

"Whoa!" they all gasped.

"Darius has been busy." Raph remarked.

"And smart." Elisa said. "Cleaver way to hide stuff with that gadget."

"Clever, I'll give you that, boy." came Darius' voice.

Cody and the Turtles all turned left, seeing Darius stepping out of another room, wearing the same Battlesuit he'd worn when Jammerhead hijacked his body.

"Nice to see you've learned a thing or two about style from your uncle, Cody." he said.

"How could you, Uncle Darius?" Cody demanded, moving towards him. "My parents trusted you. I trusted you."

"Yes, apparently stupidity is a genetic trait along with short-sightedness and fraternizing with lesser species." Darius smirked, as Cody growled.

The Turtles all took out their weapons.

"Sorry, boys, Cody can't come out and play." Darius grinned.

He grabbed Turtle X's arms and held them up, grappling with Cody.

"Hey!" Cody complained.

Dunn We need to have a family meeting." Darius snarled, as he turned around and shoved Cody away.

"Cody!" the Turtles cried.

They all ran forward as Darius turned around, before he activated a switch on his armor, making a metal wall fall down, blocking the Turtles path. They all stopped and turned around as they heard a noise.

"Anyone else feel like we were expected?" Leo asked.

"Yeah, family reunion night in O'Neil Tech." came a familiar voice.

Dark Raph came jumping down and landed in front of him, followed by Dark Donnie, Dark Cath, Dark Elisa, Dark Leo, then Dark Mikey, who held his clubs up.

"I knew something stank around here." Raph said.

The Turtles prepared themselves as the Dark Turtles came towards them, then both groups charged and began to fight each other, the Dark Turtles jumping up.

Dark Raph dived down and tried to punch Raph, who side flipped away, making Dark Raph punch a hole in the floor, as Raph landed behind him.

"Psycho clones. Just another reason I hate the future!" Raph cursed, holding his right Sai up.

He dodged as Dark Raph tried to punch him.

Dark Leo tried to slash Leo with his right sword, but Leo backed away and blocked it with his right, then Leo blocked a slash from Dark Leo's left with his left. Leo then back flipped and kicked Dark Leo slightly, before he landed crouched down, then blocked Dark Leo's left sword with his right, locking them together.

"How long have you been working for Dunn?" Leo demanded.

"Details, details. You should be paying attention to more immediate matters, like keeping your head on!" Dark Leo snarled, pulling his sword back, before holding them both his left.

He tried slash Leo with them, who jumped back slightly to avoid them.

Dark Elisa tried to slash Elisa with her right Kama, but missed as Elisa back flipped away, landing crouched down, then Dark Elisa growled and pounced towards her. Elisa jumped up and somersaulted over her, making her land on her chest, before Elisa landed on her feet and turned around.

"I don't know why you're working for Dunn, but you won't get away with this." Elisa promised, turning around.

"AH! We'll see about that!" Dark Elisa hissed, getting up and turning around. "I owe you from our last battle."

She charged at Elisa and tried to slash her with both Kamas, but missed as Elisa ducked and rolled past her.

Mikey, Cath and Donnie all stared at their clones, before Dark Mikey pounced towards them, as the others charged forward. Mikey jumped backwards as his clone slammed his clubs against the floor, while Cath back flipped away as Dark Cath tried to slash her with her daggers. Donnie ducked as Dark Donnie tried to hit him with his gauntlets, then Donnie back flipped as Dark Donnie tried to swipe his legs, landing on a cylinder like object, before he jumped away as Dark Donnie tried to punch him twice, the second destroying a crane arm.

Mikey did a sideways handspring along the floor, before he jumped up and over as Dark Mikey tried to ram him.

"Yeah!" Dark Mikey hissed, as Mikey grabbed a machine arm nearby.

He swung around while holding onto it like a flagpole, then kicked Dark Mikey with both feet, knocking him away.

Cath dodged as Dark Cath tried to slash her with her right dagger, then Cath blocked her left one with her right Tonfa, activating its shield. She hit Dark Cath's chest with her left Tonfa, knocking her back slightly, then Dark Cath came over and tried to ram her, but missed as Cath leapt over her like a frog, hitting her shell with both her Tonfas, knocking her down onto her chest.

"OH!" she moaned.

Cath landed on her feet and turned around.

"You really are dumb, unlike me." she joked.

Nearby, Raph ran along a conveyor belt, with Dark Raph jumped alongside it, past the machines.

"The longer we mess around here, the longer Cody's with Darius." Raph said.

Dark Raph pounced and hit Raph's shell with her shoulder, knocking Raph away, then Dark Raph roared in anger.


On the other side of the room, Darius' robot was now holding Turtle X in a tight grip, with extended metal arms from its right arm, which were wrapped around Turtle X.

"For years I've tried to mold and guide you, but no, you were too much like your parents. Too honest, too idealistic." Darius scowled, as Cody turned to him.

He spun around and threw Cody across the room as he retracted his cables.

"AHH!" Cody screamed.

His armor crashed into a bunch of purple canisters, before it skidded to a halt on its side.

"I tried to drag O'Neil Tech into the twenty-third century, but you fought me every step of the way." Darius stated, approaching him. "You gave me no choice."

He began firing his left shoulder cannon at Cody, who got up and ran across the room to avoid the blasts. One blast hit hit a barrel, which exploded and threw Cody across the room.

"AH!" he screamed.

His armor hit the floor and skidded along it, while he hand its hands dug into it.

Darius picked up a barrel with his left hand, which he threw at Cody, who turned to it and activated the blaster from Turtle X's left arm. He shot a blast from it, which hit and destroyed the barrel, causing fires to break out across the room, and Darius walked towards him through the flames.

"I made this company what it is today and I'm taking what's rightfully mine!" Darius declared.

"After this?" Cody questioned. "Are you crazy? Everyone will know what you did!"

"What? Those maniacal turtles attacked O'Neil Tech, trying to turn you against me and steal our secrets." Darius scoffed, as that was his cover story.

"No!" Cody gasped.

"That's what I'll tell the Peacekeepers. And in your despair, you will be sequestered in a private facility far, far away, leaving complete control of O'Neil Tech in my hand." Darius declared.

He fired missiles from his shoulder cannon at Cody.

"AH!" Cody yelped.

He jumped to his left before the missiles hit the floor, ripping a hole in it, as Cody hit the floor on his chest, sweating.

"That armor's ten times stronger than mine. How can I beat that?" he questioned. "Unless…."

He put his hand on a monitor, which showed a readout of Darius' Battlesuit, with the energy levels of the robotic arms, which counted down, before he heard voices in his head.

Leo: Patient, persistent; water finds a way around, eventually wearing down any obstacles in its path.

Mikey: Go with the flow. Let the other dude waste his energy.

Elisa: In other words, wear your opponent down until he's worn out.

"Okay, guys, I hear you loud and clear." Cody said, determined.

He got up and turned around to Darius.

"That's all you've got? Catch me if you can, old man." he dared.

He turned and ran off as Darius fired another missile, but missed as Cody kept running, damaging the floor.

"Foolish boy, you can never outrun me!" Darius growled.

He fired lasers from his left hand and shoulder as he marched after Cody.


Meanwhile, the Turtles all gathered together, the younger three then turning around, so they all stood shell-to-shell, facing their clones, who came towards them.

"They think like us, move like us." Donnie said.

"We've got one thing they'll never have, guys." Leo assured. "A real reason to fight. For Cody!"

"Then how 'bout we switch opponents?" Cath suggested.

"Good idea." Leo said. "Let's do it!"

He yelped as they all split up and began to fight a different clone.

Raph charged at Dark Mikey.

"I've always wanted to kick Mikey's butt." Raph said, ducking as Dark Mikey tried to whack him with his right club.

He turned and blocked Raph's right Sai with his right club, then dodged as Raph tried to slash him with his left Sai, then he tried to whack Raph, who rolled backwards.

"In your dreams." Dark Mikey hissed.

He charged forward and tried to whack Raph, who ducked and turned around.

"Okay, nighty-night!" he yelled, throwing a Sai up.

It hit an overhead beam, which exploded and came crashing down onto Dark Mikey, knocking him down, before he chuckled weakly.

Mikey backed away from Dark Raph, spinning his Nunchucks as they moved between two conveyor belts. Dark Raph took a swing at Mikey with his left hand, but Mikey jumped up, then he dodged as Dark Raph tried to punch him, punching a hole in the floor. Mikey moved around Dark Raph as they turned to each other, before Mikey whacked him slightly with his right Nunchuck, knocking him back, making him roar.

"You know, much as I hate to admit it, you are better looking than Raph." Mikey commented.

"You're kidding. You really think so?" Dark Raph asked hopefully, smiling.

Mikey blinked. "It's called sarcasm, captain clueless. Look it up when you come to." he advised.

He spun his Nunchucks around and hit Dark Raph with them six times, knocking him back.

"OH!" he moaned, touching the sides of his head.

He opened his eyes and saw stars around his face.

"I'm pretty." he said, before he fell onto his chest.

Across the room, Cath ducked as Dark Elisa tried to slash her with her right Kama, before she back flipped away as Dark Elisa tried to slash her with her left one.

"Ah! Hold still, you creep!" Dark Elisa demanded.

"Can't do that." Cath said, raising her Tonfas up. "It wouldn't be fair due to your size and strength."

Dark Elisa growled angrily and came at her, then tried to slash her with her Kamas, but Cath activated her Tonfas shields to block them, then she backed away. She ducked as Dark Elisa tried to slash her again, before she back flipped away, then pounced forward and hit Dark Elisa hard in the chest with the shields, knocking her away.

"AHH!" Dark Elisa yelled, before she hit the floor.

She rolled over onto her chest, as Cath landed on her feet and looked at her.

"You know, Elisa was right, you are even more hotheaded than Raph." Cath remarked.

Elisa jumped backwards as Dark Cath tried to slash her with her right dagger, then Elisa blocked a slash from her left one with her right Kama, before kicking Dark Cath's chest, knocking her back.

"OH!" she moaned.

She shook her head and glared at her, not noticing Dark Mikey, Raph and Elisa lying unconscious, which Elisa did.

"You know, you really are not like Cath at all." Elisa noted. "You don't care for your family, and you don't see very smart either."

"Not smart?!" Dark Cath scowled. "Oh, I'll show you!"

She charged at Elisa, who jumped over her and hit her shell with her hands, knocking her forward, before Elisa landed on her feet and turned around. Dark Cath turned and growled, before she charged at Elisa like a bull, but Elisa bent down onto her shell, then kicked Dark Cath with both feet, sending her flying across the room, before she hit the floor on her chest, out cold.

"Yep. You're defiantly not smart either." Elisa said, getting up.

On top of a conveyor belt, Leo backed away from Dark Donnie, who blocked a slash with his left arm. Leo blocked a whack from him with his left sword, before he hit Leo's chest, knocking him away.

"AHH!" Leo yelled.

He hit the conveyor belt on his shell, as Dark Donnie approached him, before he sat up.

"Look out. Behind you!" Leo said, pointing behind Dark Donnie.

"Oh, ha, ha!" Dark Donnie laughed, as Mikey landed on a robotic machine arm right behind him. "Nice try, but I'm a clone of the smart one, remember?"

Mikey picked up a manufacturing tool and shocked Dark Donnie with it.

"Aah!" he screamed, before he fell onto his chest, unconscious.

"Yes, yes I do." Leo said, getting up.

He jumped away, with Mikey right behind him.

Cath, Donnie, Raph and Elisa all backed away from Dark Leo, who tried to slash them all three times, before he growled. Leo and Mikey both leapt down and landed beside Raph and Donnie respectfully, as the girls were in the middles.

"And then there was one." Donnie said.

"One's all it takes to keep you from saving the boy." Dark Leo growled, backing away as the Turtles came at him.


Meanwhile, in O'Neil Tech's lobby, which had a statue of April and Casey, Cody's Turtle X armor came smashing through the ceiling, landing on and destroying it. Cody breathed heavily as he tried to remain clam.

"Stay within yourself. Patient, persistent. Huh?" he muttered.

He looked up and saw Darius jumping down through the hole in the ceiling, before landing in front of him.

"The game is over, boy. Farewell, Cody." he said coldly.

Turtle X took out its hockey stick, as Darius began firing his shoulder blasters. Cody blocked some of them with his hockey stick, while the others missed, when one smashed through it and hit the armor, knocking it and Cody away.

"AHH!" he yelled.

His armor hit a wall and fell down into a sitting position.

"You're pathetic, you can't even fight back." Darius sneered, running towards him.

Cody looked at his monitor, which was still keeping track of Darius' armor percentages, which was draining fast, going into the 60% section.

"A flaw in his weaponry." Cody thought, as his brought up an image of his armor and shield stats, which were at 50%. "If I can just keep drawing his fire to my shields before they run out, I might have a chance."

Dunn opens fire on Cody again, but his shields protect him.

Darius opened fire on Cody with his left hand blaster, hitting Turtle X's shields.

"How does 'Dunn Tech' sound to you?" Darius smirked.


In the hot house, the Turtles all stared at Dark Leo.

"You're not standing between us and Cody." Raph growled.

He charged at Dark Leo, who rolled backwards as Raph tried to stab him, before he leapt onto a conveyor belt. He put his swords away and grabbed a blaster, before he began shooting it at the Turtles, who all turned and ran off as the blasts hit the next conveyer belt, destroying other blasters and machines. Dark Leo stopped shooting as the smoke started to clear, holding it up as he growled, seeing no sign of the Turtles. He started walking along the conveyor belt, as Donnie and Cath both sat up behind a huge chunk of debris, before looking up. They saw one of the mechanical manufacturing robotic arms, this one on a high-tech hovering vehicle, before they got up and ran towards it.

"Where are you cowards?" Dark Leo demanded, turning around.

A giant metal clamp suddenly grabbed him around his upper body, then lifted him up, as Donnie rode the machine along the floor, with Cath beside him.

"What's the matter? Haven't you ever heard of a two-pronged attack?" Donnie asked.

"Or are you too stupid to bother training unlike Leo?" Cath teased.

Dark Leo yelled as they both jumped out of the machine, before it plowed into the wall, toppling over afterwards with Dark Leo. The Turtles all jumped through the hole and looked around, Mikey landing on top of the machine.

"We have to find Cody. Let's move!" Leo said, before they all ran off.


In the lobby, Darius was still shooting his lasers at Cody's Turtle X armor

"You're a sitting duck." Darius scoffed, laughing evilly.

"That's what you think. My shields are wearing you down just like a river." Cody thought.

He looked at his monitor, showing the stats of Darius' armor, which showed his hand blaster at 50% and decreasing fast, while the other two were at 0%.

"It'll be close, but if I can just get him to use up all his power before I've used up all my shields, then…." Cody thought.

The monitor suddenly flashed 'Energy Depleted 00' as Darius' weapons stopped working.

"All right!" Cody whooped.

"What happened?" Darius questioned, puzzled as he looked at his hand.

"I went with the flow. Now you're out of power and I'm not." Cody smirked, getting up.

He punched Darius hard, throwing him across the lobby.

He rears back and delivers a hard punch which throws Dunn across the lobby.

"Aah!" Darius groaned, hitting the floor on his back.

"A river faces many obstacles..." Cody said, leaping after him, landing in front of him. "...but patient persistent water always finds a way around, eventually wearing down any obstacle in its path."

He fired his armor's left blaster at Darius, who stumbled back, shielding his face with his left arm, falling to one knee.

"No, you won't hurt me, you need me! I run O'Neil Tech." Darius snarled.

Parts of his Battlesuit began to fall off, including his left arm and part of his left leg.

"Oh, about that – you're fired, Darius!" Cody said, lifting Darius up.

He threw Darius across the lobby, who hit the floor, smashing more of his armor off, before his Battlesuit powered down.

The Turtles all entered the lobby and ran towards Cody.

"Yes!" Cody whooped, holding his arms up.

"Cody, are you okay?" Donnie asked.

"Are your hurt or anything?" Cath asked worriedly.

"I'm fine, guys." Cody assured.

"Whoa, mass chaos and mega-suit butt kicking." Mikey remarked.

"Uncle Darius and I were just having a little family meeting." Cody explained. "I think we understand each other now."

Darius growled and got up.

"This is not over!" he roared.

He pressed a button on his Battlesuit, activating a jetpack on the back of his Battlesuit, which flew him upwards. He shot towards the Turtles and Cody, knocking him aside as the Turtles ran to their right.

"Ah!" Cody yelped.

Darius flew out of the main door, firing his right shoulder laser, hitting and destroying the company emblem statue, before he began to fly off through the city, smoke coming from his Battlesuit.

"Mark my words, you'll be sorry." Darius swore.

Cody and the Turtles all watched him fly off as they left through the hole he'd made in the door.

"Don't worry, Cody. We'll find him." Leo promised.

Turtle X's cockpit opened up, then Cody hopped out of it, as the Turtles turned to him and put away their weapons.

"What's gonna happen now?" Cody wondered.

"First, someone's gonna have to clean this place up. Maybe Raph." Mikey suggested, pointing at him, making Raph slap the back of his head. "Ow!"

" It's up to me, isn't it? All of the bad stuff Uncle Darius did? I have to fix it now." Cody realized. "Alone."

Leo came over and touched his shoulder.

"You're not alone, Cody. As long as we have anything to say about it, you never will be." Leo promised, as Raph held both thumbs up, while Donnie waved with both hands, Mikey leaning against Donnie, and the girls both nodding.

"Thanks, guys. Let's go home. I think I'm gonna be way busy tomorrow." Cody said, as they all walked off together, Turtle X behind them.

"Yeah, I think you will." Cath said. "Now that your uncle's been exposed, you're in charge here."

"I guess I am." Cody sighed.


Later, in a deep underwater hideout, beneath a crevice, Darius sat groaning in a chair near several large monitors. The Dark Turtles were all staring at him, Dark Leo sitting down, Dark Donnie and Dark Cath resting against a pillar, while the others just stood near them. He suddenly woke up and sat upright, choking as he touched his neck, before he covered his mouth and nose.

"Great Jupiter! What is that horrid stench?" he demanded, pointing at them.

"What's your problem, brother? Smells like home to me." Dark Mikey said.

Dark Raph and Dark Elisa both moved towards Darius.

"You better be nice, Mr. Dunn?" Dark Elisa snarled angrily.

"Yeah, if we hadn't snuck out of there and found you dangling from a maglift track..." Dark Raph said, pointing at Darius.

"Don't threaten me, you hotheaded, hideous…." Darius began.

"I wouldn't go there." Dark Mikey advised. "He's been sensitive about his looks lately, and she's not happy about being called hotheaded."

"Shut up! Those fools think this is over, but I promise you, they haven't heard the last of Darius Dunn!" Darius declared, vowing revenge on Cody and the Turtles for this.