76971e76743f5a4defedb9ef516560a323fc2eac
movie
http://www.imsdb.com/scripts/TMNT.html
TMNT Written by
: THE END
 Three thousand years ago, an Aztec warlord named Yaotl and his four generals discover a portal opening into a parallel universe which is said to have great power. Yaotl becomes immortal from the power, but his four generals were turned to stone. The portal releases 13 immortal monsters (such as the Bigfoot, the Centaur, Lethargo the Mapinguari, Aracknor the Jbafofi, Succubor the Popobawa, the Jersey Devil and the Sea Monster) that destroy his army as well as his enemies. In the present, the Teenage Mutant Ninja Turtles have grown apart. After defeating the Shredder, Master Splinter has sent Leonardo to Central America for training. Donatello works as an IT specialist, Michelangelo works as a birthday party entertainer called Cowabunga Carl and Raphael works at night as a vigilante nicknamed Nightwatcher. April O'Neil operates a company that locates and acquires relics for collectors with the help of her boyfriend, Casey Jones.
During a business trip to Central America, April runs into Leonardo and tells him that the turtles have drifted apart. She returns to New York with a statue for her client, Max Winters, the richest man in the city. Upon arrival she calls Casey and tells him that she spoke to Leo and tells him that Leo's not coming back. However a little later Leo does return, and April and Casey deliver the statue to Winters. Winters hires Karai and the Foot Clan to search the city for the thirteen beasts before the portal opens again. Raphael encounters Casey, who reveals his knowledge of Raphael's double identity and joins him in hunting criminals.
Winters, who is actually the still-immortal Yaotl, reanimates his generals with his company's advanced technology, but they remain made of stone. Leo returns to the sewer, meeting Splinter. Splinter forbids the Turtles from fighting until they can act as a team again. While training, the Turtles encounter Bigfoot, one of the thirteen beasts battling the Foot Clan. The Turtles engage Bigfoot, going against Leo and Splinter's orders. When Raphael visits Casey, they encounter Vampire Succubor and witness its capture by the Foot Clan and the Stone Generals, who spot them and knock Raphael unconscious. Casey takes him back to the apartment while April calls the Turtles for help and reveals the identities of Yaotl and his Generals. After being revived, Raphael suggests they pursue Yaotl, but Leo forbids him to go until Splinter gives out the order and so Raphael goes out to investigate alone as Nightwatcher.
Leo, Donny and Mikey return to their sewer home to plan their next move, where Donny discovers the reopening of the portal will be directly over Winters' skyscraper headquarters. Splinter informs Leo that his team is incomplete, and that he knows what he must do. After eleven monsters have been captured, General Aguila questions Yaotl's actions. The Generals conspire betray Yaotl, wanting to remain immortal. Raphael encounters Jersey Devil, one of the remaining monsters but drives it off. Leo has been following him, wanting to put an end to the Nightwatcher's vigilante acts, but when Raph is revealed, they battle. Raph breaks Leo's twin swords and seems as though he is about to kill him but runs off instead. Immediately after Raph flees, the Generals ambush Leo, who is shot with a poison dart and too weak to fight them. Raph hears him scream in the distance as he's taken hostage and doubles back in pursuit, but he fails to get there in time. He takes Leo's broken swords back to Splinter and explains what happened.
The Generals intend to substitute Leo for the thirteenth missing beast and Raphael decides to make amends for his past mistakes by rescuing Leo. As the portal opens, Yaotl discovers his Generals' treachery, while Splinter and the Turtles, accompanied by Casey and April, fight their way through the Foot Clan cordon and breach the tower. Yaotl reveals the truth to the heroes: he wants to be free of his curse of immortality. The Generals reveal that they wish to preserve their immortality, but also to use the portal to bring in more monsters to conquer the world.
Having refused to betray Yaotl in exchange for serving the Generals, April, Casey and the Foot Clan work together, searching for the final monster while the Turtles fight the Generals. Splinter and Yaotl fight off numerous monsters emerging from the portal. April, Casey and Karai arrive at the tower with the last monster, the Sea Monster. The Sea Monster crashes into the Generals, dragging them into the portal before it closes. Karai warns them to enjoy their victory while it lasts, claiming they will soon contend with a familiar foe, which the Turtles suspect to be the Shredder. She and the rest of the Foot Clan depart. Yaotl, now mortal, honors the Turtles and Splinter, thanking them with his dying breath for fulfilling his lifelong wish. Splinter places Yaotl's helmet among his trophy collection, as well as Raphael's Nightwatcher helmet and Michelangelo's turtle costume, and the film ends with Raphael narrating that the Turtles will always be brothers.
Three thousand years ago , an Aztec warlord named Yaotl and his four generals discover a portal opening into a parallel universe which is said to have great power . Yaotl becomes immortal from the power , but his four generals were turned to stone . The portal releases 13 immortal monsters ( such as the Bigfoot , the Centaur , Lethargo the Mapinguari , Aracknor the Jbafofi , Succubor the Popobawa , the Jersey Devil and the Sea Monster ) that destroy his army as well as his enemies . In the present , the Teenage Mutant Ninja Turtles have grown apart . After defeating the Shredder , Master Splinter has sent Leonardo to Central America for training . Donatello works as an IT specialist , Michelangelo works as a birthday party entertainer called Cowabunga Carl and Raphael works at night as a vigilante nicknamed Nightwatcher . April O'Neil operates a company that locates and acquires relics for collectors with the help of her boyfriend , Casey Jones . During a business trip to Central America , April runs into Leonardo and tells him that the turtles have drifted apart . She returns to New York with a statue for her client , Max Winters , the richest man in the city . Upon arrival she calls Casey and tells him that she spoke to Leo and tells him that Leo s not coming back . However a little later Leo does return , and April and Casey deliver the statue to Winters . Winters hires Karai and the Foot Clan to search the city for the thirteen beasts before the portal opens again . Raphael encounters Casey , who reveals his knowledge of Raphael s double identity and joins him in hunting criminals . Winters , who is actually the still-immortal Yaotl , reanimates his generals with his company s advanced technology , but they remain made of stone . Leo returns to the sewer , meeting Splinter . Splinter forbids the Turtles from fighting until they can act as a team again . While training , the Turtles encounter Bigfoot , one of the thirteen beasts battling the Foot Clan . The Turtles engage Bigfoot , going against Leo and Splinter s orders . When Raphael visits Casey , they encounter Vampire Succubor and witness its capture by the Foot Clan and the Stone Generals , who spot them and knock Raphael unconscious . Casey takes him back to the apartment while April calls the Turtles for help and reveals the identities of Yaotl and his Generals . After being revived , Raphael suggests they pursue Yaotl , but Leo forbids him to go until Splinter gives out the order and so Raphael goes out to investigate alone as Nightwatcher . Leo , Donny and Mikey return to their sewer home to plan their next move , where Donny discovers the reopening of the portal will be directly over Winters ' skyscraper headquarters . Splinter informs Leo that his team is incomplete , and that he knows what he must do . After eleven monsters have been captured , General Aguila questions Yaotl s actions . The Generals conspire betray Yaotl , wanting to remain immortal . Raphael encounters Jersey Devil , one of the remaining monsters but drives it off . Leo has been following him , wanting to put an end to the Nightwatcher s vigilante acts , but when Raph is revealed , they battle . Raph breaks Leo s twin swords and seems as though he is about to kill him but runs off instead . Immediately after Raph flees , the Generals ambush Leo , who is shot with a poison dart and too weak to fight them . Raph hears him scream in the distance as he s taken hostage and doubles back in pursuit , but he fails to get there in time . He takes Leo s broken swords back to Splinter and explains what happened . The Generals intend to substitute Leo for the thirteenth missing beast and Raphael decides to make amends for his past mistakes by rescuing Leo . As the portal opens , Yaotl discovers his Generals ' treachery , while Splinter and the Turtles , accompanied by Casey and April , fight their way through the Foot Clan cordon and breach the tower . Yaotl reveals the truth to the heroes : he wants to be free of his curse of immortality . The Generals reveal that they wish to preserve their immortality , but also to use the portal to bring in more monsters to conquer the world . Having refused to betray Yaotl in exchange for serving the Generals , April , Casey and the Foot Clan work together , searching for the final monster while the Turtles fight the Generals . Splinter and Yaotl fight off numerous monsters emerging from the portal . April , Casey and Karai arrive at the tower with the last monster , the Sea Monster . The Sea Monster crashes into the Generals , dragging them into the portal before it closes . Karai warns them to enjoy their victory while it lasts , claiming they will soon contend with a familiar foe , which the Turtles suspect to be the Shredder . She and the rest of the Foot Clan depart . Yaotl , now mortal , honors the Turtles and Splinter , thanking them with his dying breath for fulfilling his lifelong wish . Splinter places Yaotl s helmet among his trophy collection , as well as Raphael s Nightwatcher helmet and Michelangelo s turtle costume , and the film ends with Raphael narrating that the Turtles will always be brothers .
http://en.wikipedia.org/wiki/TMNT_(film)
TMNT (film)
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<b> 
</b><b>                                     TMNT
</b>



                                  Written by
<b>          
</b>                                 Kevin Munroe



                                  Created by

                         Kevin Eastman & Peter Laird





<b>          
</b>                                                  First Draft Polish
                                                      August 5, 2005

<b>          
</b>
<b>              FADE IN:
</b>
<b>          
</b>
<b>          
</b>
<b>              EXT. STAR-FILLED SKY - NIGHT                                  1
</b>
              Studio logo transitions into a CONSTELLATION in space. Cam
              pulls BACK, as more stars enter frame, forming a starfield.

<b>                                   SPLINTER (V.O.)
</b>                         A sensei once counseled a grief-
                         stricken boy, as his older brother

<b>          3
</b>                         prepared to leave for battle.
               N STARS - Begin to see a DOZEN or so stars, almost forming a
              zig-zagged line. Cam continues to adjust.

<b>                                   SPLINTER (V.O.)
</b>
<b>                         .
</b>                         He said, "Child, why do you cry?
                         You are both part of a family. And
                         a family is a bond that cannot be
                         broken by war. By strife. By force
                         or neglect.
               N STARS - Cam slows its truck-out to a gradual stop as we
              see the pattern beginning to form. As if following the stars'
              pattern, the CAM LOWERS as we find ourselves going into-

<b>                                   S
</b>
<b>          
</b>
<b>          2                                                                 2
</b>
<b>              EXT. SOUTH AMERICAN JUNGLE - CONTINUOUS
</b>

<b>                                    PLINTER (V.O.)
</b>                         And more importantly, you are
                         brothers. And brothers you shall
                         remain, despite time... argument...

<b>              O
</b>              LOWER - framing the tops of JUNGLE, moonlit and surrounded by
              mist. A mountain range peaks over the horizon.

<b>                                   SPLINTER
</b>                          ..and even... distance.

<b>              SUPER TITLE: SOME STINKING JUNGLE IN SOUTH AMERICA
</b>              CAM RESTS atop an old CHURCH ROOF. The peaceful scene is
              suddenly stopped by a MACHINE GUN BURST! CAM CRANES over the

<b>              O
</b>              roof revealing -

<b>          
</b>
<b>          
</b>
<b>                                                                            3
</b>
<b>              EXT. JUNGLE VILLAGE - CONTINUOUS
</b>
              A relatively modern village... for a remote jungle. Dawn is
              JUST barely beginning to break. The morning mist persists as
              we see FOUR FEDERALES with machine guns surrounding a group
              of VILLAGERS.

<b>              O
</b>               N GROUND - A WOMAN VILLAGER is thrown down. Her SON, 8, runs

<b>          1
</b>              to her side. She's mad. Her son cries.

<b>          
</b>
<b>                                                                          2.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                  WOMAN VILLAGER
</b>                        You monsters!
              UP ANGLE - As we see the THREE FEDERALES, greasy men, holding
              AK-47's, and looking down with hardened indifference. OS, we
              hear an EVIL CHUCKLE. The men part as we see-
              - COL. PANTERA. A bottom-heavy disgusting pig of a man walks
              up between them. Pantera leans down, face to face with her.

<b>                                  PANTERA
</b>                        We appreciate the generous donation
                        for the continued protection of
                        your village.
              ANGLE ON - Their jeep, overflowing with the Village's
              precious crops.
              WIDER - A tiny group (10) of other villagers stand at a safe
              distance. The Woman's HUSBAND runs forward. He immediately
              LUNGES at Pantera, just as-
              -SHIKA-SHIKA - Pantera is flanked by 3 MACHINE GUNS pointed
              at the Husband's chest. Pantera slothfully grins. He leans
              forward and yanks an HEIRLOOM NECKLACE from her neck.

<b>                                  PANTERA
</b>                        After all, the jungle can be a very
                        dangerous place. BAH-HAHAHAHA.
              They jump into the Jeep and tear into the jungle LAUGHING.

<b>          
</b>
<b>          
</b>
<b>              EXT. JUNGLE ROAD - MOMENTS LATER
</b>

<b>          4                                                                    4
</b>              The jeep clamors down the bumpy makeshift path. Pantera sits
              in the passenger seat as the others are crammed in around the
              food. The Jungle looms ominous around them.

<b>              H
</b>               IGH ANGLE - As we watch the jeep from the jungle ceiling
              high above... as if from someone's POV.
              ON DRIVER - He suddenly reacts to a fallen tree on the road
              ahead. Slams on the brakes. Pantera is thrown around.

<b>                                  PANTERA
</b>                        Idiota! Watch where you're going!

<b>                                  DRIVER SOLIDER
</b>                        There's a log on the road, senor.
                            (quietly to himself)
                        ...that wasn't there an hour ago.

<b>                                   PANTERA
</b>                        Well, what are you waiting for?!

<b>                        REMOVE IT!
</b>                            (to soldiers behind)
                        Cortez! Andelay!

<b>          
</b>
<b>                               B
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          J
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     3.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          CORTEZ leaps out. Grabs the winch from the front of the jeep
          and pulls it to the log, roughly 15 feet away.
           EEP POV - Pantera and Driver barely notice the out-of-focus
          bg Cortez get suddenly YANKED out of scene!

<b>                               CORTEZ (O.S.)
</b>                    ...yirk!
          ON DRIVER - His eyes go wide. Trying to see in the dark.

<b>                              DRIVER SOLIDER
</b>                        (softly, nervous)
                    D-d-dios mio.
          ON LOG - Cortez is gone. Pantera wakes up.

<b>                              PANTERA
</b>                    What?! WHAT IS IT?!
          OS - Hear the sound of a CHAIN clinking. Then WHOOSHING as
          the chain winch suddenly FLIES IN, and CRACKS the BURLY
          SOLDIER across the jaw! It wraps itself around his neck.
          Before he can react...
          - YOINK! He gets pulled over the hood of the jeep, landing on
          the ground HARD.

<b>                                URLY SOLDIER
</b>
<b>                    OOF!
</b>          Burly gets pulled backward... away from the Jeep and into...
          the darkness. He SCREAMS the entire way, clawing the ground.
          ON JEEP - Driver is freaking out now. Last Soldier is in the
          back. Pantera stands up in the jeep. "Last" jumps out and
          readies his machine gun.

<b>                              PANTERA
</b>                        (to Jungle)

<b>                    WHO ARE YOU?! SHOW YOURSELF!!
</b>
<b>                              DRIVER SOLIDER
</b>
<b>                        (WHISPER)
</b>                    ...The Ghost of the Jungle.

<b>                               PANTERA
</b>                    What?!

<b>                              DRIVER SOLDIER
</b>
<b>                           (
</b>                         shaking/nervous)
                    The jungle god that punishes those
                    who prey upon the weak.
                        (looks scared to Pantera)
                    He's coming... for us.

<b>          
</b>
<b>              O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                  P
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>              I
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          4.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>              OS NOISE - Suddenly hear the whooshing of 4 quick punches,
              kicks, a short machine gun burst and a WHUMP. Pantera and
              Driver look to the ground.
              ON GROUND - Last Soldier lays beaten on the jungle floor.

<b>                                  DRIVER SOLIDER
</b>                        I'm sorry, senor.
              Driver bounds out of the Jeep and runs SCREAMING into the
              jungle. CAM PULLS BACK with him as Pantera shrinks in bg.

<b>                                  PANTERA
</b>
<b>                        COWARD!! GET BACK HERE!!
</b>              Something suddenly skitters behind Pantera! He turns to look.
              Nothing. He reaches down and pulls up... a MACHETE.

<b>                                  PANTERA
</b>
<b>                        SHOW YOURSELF! DO YOU REALIZE WHO
</b>
<b>                        YOU'RE DEALING WITH?!
</b>              ON PANTERA - He circles backs against the Jungle wall, trying
              to find him. Tense. Suddenly-
              -a PAIR OF WHITE EYES open in the blackness behind him!
               n a quick series of shots we see Pantera getting the raw end
              of a flurry of fist and foot attacks. His attacker is moving
              way too fast for the camera to keep up.
              Pantera falls back, panting heavily. Panicked. He tears off
              into the dense Jungle!
              ON PANTERA RUNNING THROUGH JUNGLE - Thick foliage. Panicked.

<b>          
</b>
<b>          
</b>
<b>              EXT. JUNGLE CLEARING - CONTINUOUS
</b>

<b>          5                                                                    5
</b>              An oasis of calm, violated by this sweating, machete-
              clutching brute. He stumbles, then stands in the middle.

<b>                                    ANTERA
</b>                        I am not afraid of a myth!
                            (eyes darting)

<b>                                  A
</b>
<b>                        I'M NOT AFRAID OF A GHOST!
</b>
<b>                                   TTACKER (O.S.)
</b>                        Actually... it's "Turtle", pal.
              Pantera swings around. Eyes wide.
               N ATTACKER - We pan up the thick green legs. Muscular and
              strong. Further up. Arms to match. Rough skin. It wears a
              shorn HOODED PONCHO. Inside are two white eyes and gritted
              smiling teeth.
              The poncho falls to the ground.

<b>          
</b>
<b>                                                                       5.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>              ON ATTACKER - It's LEONARDO! Beaten blue bandana blowing in
              the breeze. Total hero shot. He pulls out a SINGLE KATANA
              SWORD, poised for battle. Pantera's backed into a corner.

<b>                                  PANTERA
</b>                        Let's see if a ghost can die, then.
              Pantera SCREAMS and runs to Leo and starts swinging! At the
              CLASH of sword and machete, we-

<b>                                                          SMASH CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          6                                                                 6
</b>
<b>              EXT. JUNGLE VILLAGE - MOMENTS LATER
</b>
              The Boy is still at the Village Clearing. Suddenly -
              - the sound of the JEEP begins to rumble in the distance! The
              villagers panic and scatter. VROOM! The Jeep flies out of the
              jungle and bounce-slows into the FG!
              Only there is no one driving it... and it still has the
              stolen food in it. And the stolen medallion dangles from the
              rear view mirror.

<b>                                  WOMAN VILLAGER
</b>                        It's a miracle!
              The village rejoices. The Boy steps aside for a beat, looks
              back at the Jungle. Something catches his eye.
              ...a small crouched figure on a tree branch. Barely
              silhouetted. His white eyes lit in the darkness. One of them
              WINKS as the boy smiles.

<b>                                   B
</b>
<b>                                   OY VILLAGER
</b>                            (beaming... softly)
                        The Ghost of the Jungle.

<b>          
</b>
<b>          
</b>
<b>              INT. UNDERGROUND CAVERN - LATER
</b>

<b>          7                                                                 7
</b>              Leo leaps into frame. He takes out his katanas and lays them
              carefully on the ground. He KNEELS, head bowed, eyes closed.

<b>                                  LEONARDO
</b>                        My training is now complete.
              The camera lifts away from Leo... and then PLUNGES into the
              nearby CAVERN. MUSIC begins to swell. Cam travels a few feet
              until it DIPS TO BLACK, and comes up beginning our-

<b>                             OPENING CREDIT SEQUENCE
</b>
<b>          
</b>
<b>              E
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>              T
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       6.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          8                                                                 8
</b>
<b>              INT. MISCELLANEOUS SEWER, OIL AND IRRIGATION PIPES
</b>
              The music is in full tilt as the camera travels through
              seemingly miles of underground pipes of all types and design.
               he camera comes to the end of line. It rises up through
          9   STEAM... then through a metal grate, as we find ourselves in-

<b>          
</b>
<b>          
</b>
<b>              EXT. NEW YORK CITY STREET - NIGHT                             9
</b>
              A mouse-level shot of the spectacular city that never sleeps.
              It's oddly hypnotic. Still. Until...
              - BAM! A pair of sneakers land barely in front of the camera,
              tearing off into the distance.

<b>                                  NYPD #1 (O.S.)
</b>
<b>                        FREEEZE! STOP OR WE'LL SHOOT!
</b>              Shoes belong to a panicked MUGGER, early 20's, as THREE NYPD
              OFFICERS clamor after him. The Mugger is a jackrabbit -
              hopping newspaper machines, rolling under passing trucks and
              doing anything he can to avoid arrest.
               ventually the NYPD peter out. The mugger looks back. Smiles.

<b>                                  MUGGER
</b>                        Heh, heh... suckers.
              ON MUGGER - His eyes suddenly go wide as - VROOOOOM! - we see
              a jet-black tweaked out motorcycle fly over the cops' heads,
              aiming directly for Mugger!

<b>                                   MUGGER
</b>                        Whaaa!!!
              The Mugger runs, but can't escape. The Driver is dressed in
              all-black motorcycle leathers and black-visored helmet. Scary
              and faceless. He quickly gains on the Mugger and GRABS him by
              the collar in mid-stride!

<b>                                  MUGGER
</b>                        You crazy?! Put me down, man!
              But Driver doesn't. Instead, he holds him lower without
              stopping the bike... and proceeds to plow Mugger's head into
              every trash can and garbage bin along 9th Avenue!

<b>                                  MUGGER
</b>
<b>                        OW! HEY! WHAT'RE YOU-OW!! OOF!
</b>              Just as it looks like he'll hit a telephone pole... Driver
              veers left! He drags the Mugger into...

<b>          
</b>
<b>               O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               A
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                           7.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          10                                                                10
</b>
<b>               EXT. DEAD END ALLEYWAY - CONTINUOUS
</b>
               Driver tosses him onto the ground at full speed. Mugger
               SLIDES down the alley and collides with a pile of garbage
               like he's a human bowling ball.
               ON HEAD OF ALLEY - The Driver guns the bike and kicks up a
               ton of dust and racket, peeling donuts at mouth of the alley.
               And then he stops. Dust slowly settles and smoke dissipates.

<b>                                   MUGGER
</b>                         Wh-wh-what kinda freak are you?!
               The Driver gets off the bike. Silence. Backlit by headlight.
               He walks directly to the Mugger with purpose. Mugger starts
               to really freak out. Driver picks him up by the collar and
               SLAMS him to the back WOODEN FENCE WALL.

<b>                                   MUGGER
</b>                         P-p-please. Don't kill me, man.
               Driver just cocks his head. Mugger can see his own terrified
               reflection his Driver's black visor. Driver reaches behind
               his back and pulls out a COMBAT KNIFE! He reels back and...

<b>                                   MUGGER
</b>                         Wh-wha-wha-WHAT ARE YOU DOI- AAAGH!

<b>               W
</b>                HAM! - Driver nails the dagger through the Mugger's JACKET,
               PINNING HIM TO THE WALL. Driver turns around to gather the
               purse's belongings at the mouth of the alley.
                fter he stops cringing, the Mugger wriggles the blade out of
               the wall. Driver doesn't notice as - THWIP-IP-IP! - he hurls
               the knife at the Driver!
               THUNK! It sticks in the DRIVER'S BACK!
                N MUGGER - His grinning eyes suddenly GO WIDE as Driver
               slowly turns around, UNHURT! The Mugger is trapped as Driver
               moves toward him... and a BOLO CHAIN drops to his side.
               ON WALL SHADOW - as we see a flurry of punches, kicks and
               throws as Driver lays a beating on the criminal who needs to
               be taught a lesson. An OS Police Siren chirps.
               MOUTH OF ALLEY - The police suddenly show up, cherries
               flashing. They run to FG, mouths drop.

<b>                                    NYPD #1
</b>                         ...whoa.

<b>                                   NYPD #2
</b>                         The Nightwatcher.

<b>          
</b>
<b>                                                                           8.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               ON MUGGER - Hung upside down by a chain. Purse hangs from his
               neck. He'll live, but never commit another crime again...

<b>          
</b>
<b>          
</b>
<b>          11                                                                11
</b>
<b>               EXT. NEW YORK CITY STREET - CONTINUOUS
</b>
               CLOSE ON A NEWSSTAND - Headlines read "WOMAN MYSTERIOUSLY

<b>               RESCUED FROM BURNING BUILDING". "POLICE SEEK MAN KNOWN AS
</b>
<b>               `THE NIGHTWATCHER' FOR QUESTIONING". "WHO IS THE
</b>
<b>               NIGHTWATCHER?"
</b>               WIDER - A quieter area of the city. Broken by the squealing
               of the bike as Driver (Nightwatcher) roars in to a stop.
               Nightwatcher drives underneath a TRAIN BRIDGE. He takes off
               his helmet. Red cloth spills out. He turns around as we see-

<b>               - RAPHAEL, THE RED-MASKED NINJA TURTLE!
</b>               He reaches back and pulls out the KNIFE from his SHELL. Looks
               at it, shaking his head and grinning. He sheathes it.

<b>                                    R
</b>
<b>                                    APHAEL
</b>                         Heh, heh. Nice try, chump.
               QUICK SHOTS - Ignites and revs engine. Straps helmet back on.
               Headlight comes to life. Lets the clutch out.
               VROOOOM! - CAM STARTS TIGHT ON bike as Raphael tears away.

<b>                                   MICHAELANGELO (O.S.)
</b>                         Dude... I'm scared!

<b>                                                                 CUT TO:
</b>               CLOSE ON - A PAIR OF TURTLE EYES... MICHAELANGELO'S! They're
               wide with FEAR. Nervously darting around, unable to keep up
               with the surrounding danger.

<b>                                   MICHAELANGELO
</b>                         Dude! They're all around me! What
                         do I do? WHAT DO I DO?!
               Mikey's eyes continue to panic. DONATELLO's voice comes in
               over a RADIO. Calming.

<b>                                   DONATELLO (O.S.)
</b>                         Just relax, Mikey. Remember your
                         training. You'll be fine.

<b>                                   MICHAELANGELO
</b>                         But I need back up this time, man!

<b>                         BACK UP!
</b>
<b>                                   DONATELLO (O.S.)
</b>
<b>                             (SIGHS)
</b>                         ...you're such a prima donna.

<b>          
</b>
<b>                                                                          9.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               CAM PULLS BACK TO REVEAL WE'RE IN-
</b>
<b>          
</b>
<b>          
</b>
<b>          12                                                                  12
</b>
<b>               INT. UPTOWN APARTMENT - AFTERNOON
</b>
               The cam pulls out of a LARGE MASCOT HEAD - looks like a big
               goofy Turtle head with googly eyes and dumb smile. WIDER we
               see a fake ZIPPER spirit-glued onto Mikey's plastron. In his
               hands, he holds two nerf-styled NUNCHUCKS.

<b>                                   MICHAELANGELO
</b>                             (from inside mascot head)
                         Okay - waita-WHOA-WHOA-WHOA-WHOA!!
               Suddenly TEN KIDS WITH BIRTHDAY HATS AND FOAM NUNCHUCKS run
               in SCREAMING and start beating on Mikey... a little too hard.

<b>                                   SCREAMING KIDS
</b>                         Get him! Yeah! You suck! Hey!
                         Awright! Take that, Turtle-dork!

<b>                                   MICHAELANGELO
</b>
<b>                         OH-WHOA! OW! YEOW-OW-OW! WATCH IT!!
</b>
<b>                         HEY! NOT BELOW THE-OOOFF!! OW!!
</b>               End WIDER with the kids all walking away from Mikey, now on
               the floor doubled over from the "playing". A beat, then-
               -one more kid runs back and kicks Mikey.

<b>                                   LITTLE GIRL
</b>
<b>                         KEEEEYA!
</b>                             (turns and walks back)
                         This was the best birthday ever,
                         Mommy!
               Mikey GROANS as we-

<b>                                                               DISSOLVE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          13                                                                  13
</b>
<b>               EXT. UPTOWN APARTMENT - SUNSET/LATER
</b>
               Beautiful downtown autumnal street. Parked in front, we see
               the "COWABUNGA CARL" PARTY VAN loudly decorated in kid-
               friendly colors with an embarrassing and low-tech looking
               TURTLE HEAD ON TOP. PUSH IN on upstairs apartment window.

<b>                                    S
</b>
<b>                                    OCCER MOM (O.S.)
</b>                         Thanks so much. You're worth every
                         penny. I have to tell all my
                         friends about you. You'll love
                         their kids too.

<b>          
</b>
<b>                                                                        10.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          14                                                                14
</b>
<b>               INT. UPTOWN APARTMENT - CONTINUOUS
</b>
               Mascot Mikey is standing at the door, holding a fistful of
               cash, still in full costume.

<b>                                   MICHAELANGELO
</b>                         I can only hope they're as lovely
                         as the rugrats you got here.
               ON KIDS - They look tough, brandishing their nerf weapons - a
               toddler street gang. One of the kids does a finger-point-then-
               throat-slit gesture. The mom looks and beams. The kids
               quickly smile to cover.

<b>                                   MICHAELANGELO
</b>                             (through gritted teeth)
                         Such... angels.
               Mikey looks to the side, and sees the still piled-high stack
               of PIZZA BOXES through the fake head POV.

<b>                                   SOCCER MOM
</b>                         Okay! Everyone say good-bye to
                         Cowabunga Carl! BYE!

<b>                                   MICHAELANGELO
</b>                             (put-on voice)
                         Hyuk! Cowabunga dudes! Bye!

<b>                                     KIDS
</b>
<b>                         BYE!!!!!!
</b>               ON DOOR - As the door closes and Mom turns back, a green hand
               reaches in quickly a grabs a box of pizza. The door closes.

<b>                                   MICHAELANGELO (O.S.)
</b>                         Heheh... score.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. UPTOWN APARTMENT - MOMENTS LATER
</b>

<b>          15                                                                15
</b>               Mikey opens the van's rear doors. He PULLS OFF the fake
               zipper on his chest and then pulls off his fake turtle head.
               His trademark orange bandana spills out.
               He turns, breathing in the fresh surface air. A quiet beat
               until - A POLICE SIREN approaches, faint, in the distance.
               Mikey jumps in the van, slams the door shut as the car
               whizzes by.
               WIDER - the van takes off down the street.

<b>          
</b>
<b>                                                                       11.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   DONATELLO (O.S.)
</b>                         Hey, hey, hey... don't forget the
                         face thing.

<b>          
</b>
<b>          
</b>
<b>          16                                                               16
</b>
<b>               EXT. NEW YORK CITY STREETS - LATER
</b>
               CLOSE ON - a regular motorist sitting in his car at a traffic
               light. Don monitors from a small dashboard cam. Man looks OS
               Left. Reacts.
               OFF HIS LOOK - We see Mikey beside him in the van. He's
               behind the wheel - face FROZEN in a goofy SMILE like a
               ventriloquist to "hide" his identity. Don follows on a small
               surveillance cam under the rearview mirror.

<b>                                   MICHAELANGELO
</b>                         Yes... sir.

<b>                                   DONATELLO (O.S.)
</b>                         That's a good boy.

<b>                                   MICHAELANGELO
</b>                         All's I'm saying Donnie is that no
                         one would notice if YOU did one of
                         these gigs every now and again.

<b>                                    DONATELLO (O.S.)
</b>                         But you add such... panache to the
                         character.
               Mikey, emotional, pops into "fully animated" facial mode. He
               rubs his sore neck.

<b>                                   MICHAELANGELO
</b>                         Well, if panache is French for
                         "punching bag", I'd have to agree
                         with ya.

<b>          
</b>
<b>          
</b>
<b>               INT. TURTLES LAIR - MONITOR ROOM - CONTINUOUS
</b>

<b>          17                                                               17
</b>               A darkened room lit only by the lights of dozens of tv's,
               monitors and TV tubes. Cables run everywhere. In front of
               them is DONATELLO - our resident tech-head turtle.

<b>                                   DONATELLO
</b>                         Close enough. I - uh-oh-
               ON MONITOR - Don watches Mikey through a TRAFFIC CAM in front
               of the van. Don is jacked into every major security and
               surveillance camera in the city.

<b>          
</b>
<b>          
</b>
<b>               EXT. NEW YORK CITY STREETS - CONTINUOUS
</b>

<b>          18                                                               18
</b>
<b>                                   DONATELLO (O.S.)
</b>                         -you got a peeping tom.

<b>          
</b>
<b>                                    M
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          12.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               ON CAR - The Man is still looking - only now really freaked
               out - at the fully animated Mikey head.

<b>                                    MICHAELANGELO
</b>                         Aw nuts.
               Mikey suddenly grips his face back into a tight SMILE,
               frozen. He looks over and waves at the man who confusingly
               waves back.

<b>                                   MICHAELANGELO
</b>                             (ventriloquist style)
                         Just get me outta here, dude.
               ON DON - He hits some switches. Monitors change.

<b>                                   DONATELLO
</b>                         Traffic's clear eastbound for two
                         blocks. Then hook up with route J.
               BACK WITH MIKEY - He's still waving with a frozen smile.

<b>                                    ICHAELANGELO
</b>                             (ventriloquist style)
                         Righteous.
               Mikey immediately "unfreezes" and sticks his tongue out and
               antics at the Man! Before the man can react, Mikey TEARS OUT
               and zips across traffic down a deserted side-street.
               ...as we notice the annoying ice cream style music tinkering

<b>                                    M
</b>               along with his gaining speed.

<b>                                    ICHAELANGELO (O.S.)
</b>                         You HAD to install the music too...

<b>                                   DONATELLO (O.S.)
</b>                         All part of the cover, my friend.

<b>                                                                  CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. HIDDEN ALLEYWAY - EVENING
</b>

<b>          19                                                                19
</b>               The van parks in a long-forgotten alleyway. A dummy gate
               closes behind it, obscuring it from view.
               UNDER THE VAN - We see it's parked over a manhole cover. It
               slowly slides shut.

<b>          
</b>
<b>          
</b>
<b>               INT. SEWERS - CONTINUOUS
</b>

<b>          20                                                                20
</b>               The dripping concrete and metal maze explodes with the
               cacophony of Mikey riding his skateboard, backpack in tow.

<b>                                   MICHAELANGELO
</b>
<b>                         YEEEEEHAAAAAAWWWW!!
</b>
<b>          
</b>
<b>                                                                       13.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               But this isn't just any half-pipe - it tests all of Mikey's
               skills in ninjitsu, extreme sports and cross-training. He
               jumps on and off the board to occasionally tackle obstacles
               with all four limbs. A fun rock n' roll sequence.
               Feels like Mikey is miles away from the surface world when he
               arrives at a seemingly DEAD END. He smiles as he reveals a
               BRICK DUMMY WALL that brings him to...

<b>          
</b>
<b>          
</b>
<b>               INT. TURTLES LAIR - CONTINUOUS
</b>

<b>          21                                                                21
</b>               Mikey lands in the "foyer" of sorts. Atop entrance stairs. He
               kicks the double doors open.

<b>                                   MICHAELANGELO
</b>                         Honeeeeey! I'm hooome!
               As Mikey slides down the banister, the cam dollies around

<b>               I
</b>               behind him revealing the LAIR. Breathtaking to fresh eyes.
                t has a wonderful lived-in feel - they're not squatters...
               they've made this their HOME. Furniture is jury-rigged and
               the place is custom lit to provide the right kind of
               atmosphere. If we looked behind the surface detail, we'd see
               a mesh of wires and circuitry powering the entire lair.
               Donatello runs up to Mikey. Mikey robotically hands him the
               wad of money from the party.

<b>                                   DONATELLO
</b>                         Moneymoneymoneymoney.
               As Donnie walks away, Mikey LOUDLY CLEARS HIS THROAT. Don
               stops as Mikey holds out his hand. Don's busted - he peels
               off a few bills and hands Mikey his share.

<b>                                   MICHAELANGELO
</b>                         Domo arigato, dude.
               Mikey walks into the room and plops down on a sofa. Hits a
               remote as a BIG SCREEN lights up in front of him. Suddenly-

<b>                                   SPLINTER (O.S.)
</b>
<b>                         MICHAELANGELO!
</b>               Mikey springs from the couch. Snaps to obedience.

<b>                                   MICHAELANGELO
</b>                         Yes, sensei.
               ANGLE ON - SPLINTER the Japanese rodent master and father of
               the TMNT. He is well-kempt, still walks with a cane, and has
               the same sparkle in his eye. He approaches Mikey. Silent.

<b>                                   SPLINTER
</b>                             (a beat)
                         Well?

<b>          
</b>
<b>               P
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                        14.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   MICHAELANGELO
</b>                         Sensei?
                             (thinks, then realizes)
                         Oh! Here ya go, Master Splinter.
               Mikey reaches into his bag and removes a foil-wrapped piece
               of BIRTHDAY CAKE. Splinter lights up.

<b>                                   SPLINTER
</b>                         Ahh! Butter creme frosting!
               Donatello walks to Splinter. Holds his hand out, judgmental.

<b>                                   DONATELLO
</b>                         Master. No cake. You remember your
                         last cholesterol tests.

<b>                                   SPLINTER
</b>                         But I-
                             (changes attitude)
                         -Donatello! I am your Master!

<b>                                   DONATELLO
</b>                         Nice try, sensei. But you can still
                         be my Master... with low
                         cholesterol.
               Splinter surrenders the cake. As Don walks away,
               Michaelangelo reaches into his bag and secretly passes
               Splinter a smaller wrapped piece.

<b>                                   SPLINTER
</b>                         He-heh. You have done well, my son.
               Donatello walks to the fridge and opens it - FILLED with
               dozens of other pieces of Birthday Cake leftovers. He tosses
               it with the rest.                                  C

<b>                                                                  UT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. ROOFTOPS - SUNSET
</b>

<b>          22                                                                22
</b>               The street noise below is barely audible. Camera creeps along
               the edge of the building, reaching a row of GARGOYLES.
                AN ALONG GARGOYLES - Still. Concrete. Creepy. Just as we
               pass the fourth, we barely notice it's WHITE EYES OPENING.
               QUICK SNAP BACK TO GARGOYLE - Only now it's gone. Something
               strange is coming to town...

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>                                                                       15.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          23                                                               23
</b>
<b>               EXT. NEW JERSEY HARBOR - SUNSET
</b>
               Large freighters. Lots of activity. PUSH IN on a steamer as a
               crane lowers a LARGE VERTICAL CRATE to the dock - it THUMPS
               down hard.

<b>                                   APRIL (O.S.)
</b>                         Careful! That isn't some box full
                         of fish!
               CAM LOWERS - as APRIL O'NEIL leaps down into frame. Dressed
               in jungle expedition gear with her head wrapped in a bandana.
               She takes off her sunglasses and admires the crate.
               ON BOX - Labelled "O'Neil Cargo". Something ominous about the
               crate. PUSH IN on it as April steps in front. Admires it with
               pride. Turns, takes out a cell phone, and hits speed dial.
               ON PHONE DISPLAY - "Calling HOME". It rings.

<b>                                   APRIL
</b>                             (impatient mutter)
                         Where are you?

<b>          
</b>
<b>          
</b>
<b>               INT. APRIL AND CASEY'S LOFT APARTMENT - CONTINUOUS
</b>

<b>          24                                                               24
</b>               A spacious NYC loft - tons of bookcases work as room
               dividers. Piled with artifacts, unopened crates of all sizes,
               boxes of maps, and a general organized mess. A hockey game
               BLARES from a TV set.
               CAM PANS ACROSS ROOM - The telephone continues to ring just
               as we reach the KITCHEN - with piles of dirty dishes and fast
               food. And then a path of strewn clothes that gets messier and
               messier until we reach -
               - CASEY JONES, snoring on a sofa. He finally wakes up,
               clamors for the phone, tripping over mess in the process.

<b>                                    C
</b>
<b>                                     ASEY
</b>
<b>                             (GROGGY)
</b>                         Talk to me.

<b>                                   APRIL
</b>                         Hey. It's me. I'm back.
               Casey rubs his face, tries to orient himself. Looks at watch.

<b>                                   CASEY
</b>                         Was that today, babe?
               April's disappointed. Same old Casey.

<b>          
</b>
<b>               O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       16.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                    APRIL
</b>                         Yes. It was today that I returned
                         to you after being in a deadly
                         jungle for almost a month.

<b>                             (BEAT)
</b>                         I thought you were going to meet me
                         down here?

<b>                                   CASEY
</b>                         I'm sorry, babe. I must've-

<b>                                   APRIL
</b>                         Forget it. I'll take a cab.
               A long pause on the phone. Casey knows he's busted.

<b>                                   CASEY
</b>                         I missed you?
               April doesn't answer. She closes the phone. Casey slumps in
               his chair, shaking his head.

<b>                                   CASEY
</b>                         Good goin', Case.
               Back at the dock, April is back to business.

<b>                                   APRIL
</b>                         Howie! Get this on the truck for
                         delivery! Let's go!
               P.O.V. INSIDE BOX - See April through the wood slats. We'd
               swear we almost hear... LOW GROWLING.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. MIKEY'S BEDROOM - LATER
</b>

<b>          25                                                                25
</b>               Mikey is on his bed. His thumbs pound away at a video game on
               TV - bored. He puts down the controller and yells to the
               ceiling.

<b>                                   MICHAELANGELO
</b>
<b>                         I'M! BORED!!!!!
</b>               He stands up and walks to DON'S ROOM. He opens it. It takes
               only one foot until the door is pushed up against piles of
               TECH JUNK. Mikey uses his shoulder and pushes it open.
                N DON - He's hunched over a work table, back to Mikey.
               Tinkering as always. Wild inventions line the walls, some
               finished, some not. Some pay tribute to past TMNT adventures.

<b>                                   MICHAELANGELO
</b>                         Don, y'ever feel like you were
                         meant for more? To DO more? Like, I
                         mean, sometimes I feel like...

<b>                                   (MORE)
</b>
<b>          
</b>
<b>                              D
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  17.
</b>                              MICHAELANGELO(cont'd)
                    like we never really left that
                    glass turtle bowl when we were
                    little dudes.
          REVERSE ANGLE - Don lifts his head up, eyes MAGNIFIED in some
          bizarre head contraption. He flips up side panels,
          ELECTRONICA MUSIC blares out.

<b>                               ONATELLO
</b>                    Oh, hi Mikey. You say something?

<b>                              MICHAELANGELO
</b>                        (sighs - to himself)
                    Every day it's the same thing. Wake
                    up. Birthday party gig. Drive home.
                    Watch TV. Train... Rinse. Repeat.

<b>                              DONATELLO
</b>                    I know. Isn't it great?
          A beat. Mikey sighs, then walks back downstairs to the LIVING
          ROOM SOFA. He and the camera think he's alone, but before he
          knows it, Splinter is sitting next to him, cross legged,
          still, and sipping tea.

<b>                              MICHAELANGELO
</b>
<b>                    WAH!!
</b>
<b>                              SPLINTER
</b>                    Michaelangelo. Boredom is never an
                    indicator of your surroundings. It
                    is a reflection of your inner
                    heart. Fill yourself with
                    excitement on the inside... and
                    you'll live the most rewarding life
                    of all.
          Mikey stares at Splinter, dead pan. A beat. Then returns to
          flipping channels. He stops on a NEWS program - "NYC DIRT".

<b>                              NYC DIRT REPORTER (O.S.)
</b>                    And so yet again, police officials
                    are baffled at a crime of
                    retribution that can only be
                    attributed to the mysterious figure
          M         known as "The Nightwatcher".
           ikey lights up. On TV is a flashy well-coifed, know-nothing
          REPORTER. Beside him is a news photo of the tied up MUGGER
          from our second scene.

<b>                              NYC DIRT REPORTER
</b>                    This is the latest in a string of
                    vigilante acts that have been
                    plaguing the city for the past
                    year.

<b>                              (MORE)
</b>
<b>          
</b>
<b>                              S
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  18.
</b>                              NYC DIRT REPORTER(cont'd)
                    Although the victims have been
                    criminals themselves, the
                    Nightwatcher's actions have been
                    identified as destructive and
                    overly-violent... verging on the
                    edge of lethal.
          ON MIKEY - Can't smile wide enough. He runs to his room,
          returns with a POLAROID CAMERA. He snaps a picture of the TV.
          He pulls it out, placing it in his NIGHTWATCHER SCRAPBOOK,
          overflowing with paper clippings and articles on the
          vigilante.

<b>                              MICHAELANGELO
</b>                    Now THAT'S what I'm talking about!
                    Cruising the streets, busting those
                    who hold themselves above the law.
                        (movie announcer voice)
                    But they aren't above HIS.
          Don walks in, holding an in-process invention. He looks up.

<b>                              DONATELLO
</b>                    Mikey, the man's practically a
                    criminal himself. Anyone who
                    operates without boundary or rule
                    of law cannot be legislated and
                    needs to be reigned in.

<b>                              RAPHAEL (O.S.)
</b>                    Sounds like four turtles I used ta
                    know.
          ON DOOR - Raphael walks in, his Nightwatcher costume no where
          in sight.

<b>                               RAPHAEL
</b>                    Whatta we talkin' about, boys?
                    Soundin' a little too egghead fer
                    my tastes.

<b>                               PLINTER
</b>                    Ah, Raphael. Your brothers and I
                    were just discussing the vigilante
                    Nightwatcher once again.
                        (beat - concerned)
                    Where have you been? You've been
                    spending so much time away from
                    home lately...
          Raphael's on edge from the mention of Nightwatcher already.
          His attention doesn't break from Donatello.

<b>                              RAPHAEL
</b>                    I joined a book a' the month club.
                        (to Donnie)
                    So just what's your beef with
                    puttin' dirtbags behind bars,
                    Donnie? Go ahead... enlighten me.

<b>          
</b>
<b>                              R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  19.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          Splinter watches the growing tension with concern.

<b>                              DONATELLO
</b>                    I have no problem with the
                    incarceration of those who deserve
                    it, but if someone like
                    Nightwatcher has ultimate power...
                    then who makes sure he doesn't
                    cross the line?
          Mikey picks up two NINJA BLADE RINGS, twirling them around
          aggressively in mock battle.

<b>                              MICHAELANGELO
</b>                    I think he's COOL.

<b>                              DONATELLO
</b>                    Of course you would.

<b>                              MICHAELANGELO
</b>                        (in bg, oblivious)
                    Keeya! HATCHAAAAAA!!

<b>                              RAPHAEL
</b>                    Sometimes there are lines that even
                    the police can't cross. Someone has
                    to be willing to do what needs to
                    be done. And to do that, fear
                    becomes a weapon.

<b>                              DONATELLO
</b>                    You are such a Neanderthal.
          Raphael does the bully FAKE LUNGE at Don. Don reacts quick
          and startled, eyes wide.

<b>                                APHAEL
</b>                    I rest my case.

<b>                              S
</b>
<b>                               PLINTER
</b>
<b>                        (SCOLDING)
</b>                    Raphael! If bullying is the only
                    way to argue your point, then
                    perhaps you do not have much of a
                    point to begin with.

<b>                               APHAEL
</b>                        (gritted teeth)
                    Yes, sensei.
                        (to Mikey)
                    And quit touchin' my stuff.
          Raph yanks the Ring Blades out of Mikey's hands and storms
          out of the room by flipping up a series of cables to the
          second floor.

<b>          
</b>
<b>                                                                          20.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   DONATELLO
</b>                             (too-late-retort to Raph)
                         That was just a startle response
                         and isn't really an indication of
                         fear!
               Raph does the "blah blah" hand gesture from above. Enters his
               room, slams the door and immediately BLASTS MUSIC...
               ...and it's some annoying pop HIP-HOP song.

<b>                                   RAPHAEL (O.S.)
</b>
<b>                         AAAARGH! AND STOP TOUCHING MY
</b>
<b>                         STEREO TOO, MIKEY!!!
</b>               Then HEAVY ROCK starts playing to drown out his family. A
               silence sits in the room as a CD flies out of Raph's room.
               Tense in the room for a bit. Don looks at the other two.

<b>                                   DONATELLO
</b>                         It's an involuntary thing your body
                         does when stimulated like that.
                             (no response)
                         What? It's true.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. HARBOR - NIGHT
</b>

<b>          26                                                                26
</b>               A large JET LINER flies into the city. Lowering. The wheels
               fold out under the carriages.
               CLOSER - LEO is on the landing gear, his face lit up by the
               city glow in front of him. He jumps off as - FOOMP! - a HANG-
               GLIDER opens up from his backpack. He lowers the glider to
               the water and RELEASES!

<b>          
</b>
<b>          
</b>
<b>               INT. SEWER PIPE - MOMENTS LATER
</b>

<b>          27                                                                27
</b>               Disgusting. Dripping. Out of the slime, Leo rises. A beat...
               inhales, then SMILES WIDE.

<b>                                   LEONARDO
</b>                         Mmm... home sweet home.

<b>          
</b>
<b>          
</b>
<b>               INT. TURTLES LAIR - NIGHT
</b>

<b>          28                                                                28
</b>               All is peaceful in the lair. The big screen TV is the only
               light source. Mikey snores and drools on the couch, covered
               in junk food wrappers. Donnie sleeps with an "TECH HEAD"
               magazine over his face... gadget-in-process in his lap.
               ON ENTRANCE - Leo walks in and places his bag on the floor.
               The place feels different... but still feels like home.

<b>          
</b>
<b>               S
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       21.
</b>
<b>          
</b>
<b>          
</b>               He tiptoes with ninjitsu precision across the floor, avoiding
               the potential noise-making mess below him. He sneaks to-

<b>          
</b>
<b>          
</b>
<b>               INT. SPLINTER'S ROOM - CONTINUOUS
</b>

<b>          29                                                               29
</b>               Leo peers in cautiously. Splinter is still awake. Expecting
               him. Kneeling on the floor. Very serious.

<b>                                    SPLINTER
</b>                         Enter.
               Leo walks in and kneels in front of Splinter.

<b>                                   LEONARDO
</b>                         I have completed my training,
                         master. I am prepared for the next
                         stage.

<b>                                   SPLINTER
</b>                         That you are, my son. You must now
                         apply all that you have learned on
                         your lengthy journey to your
                         everyday life. THAT will be the
                         most challenging training of all...
                plinter reaches out and hands Leonardo an ANCIENT MEDALLION.
               Leo is touched.
               CLOSE ON SHADOWS OUTSIDE OF ROOM - We see a pair of EYES,
               watching the entire scene... jealous.

<b>                                   SPLINTER
</b>                         I've missed you, Leonardo.

<b>               L
</b>                eo hugs Splinter.

<b>                                   LEONARDO
</b>                         I've missed you too, father.

<b>                                   SPLINTER
</b>                         I'm afraid much has changed in your
                         brothers' spirits since you have
                         left. But now that you are home,
                         they will finally have the ethical
                         and warrior leadership they have
                         been lacking. The family needs you.
               ON LEO - He swallows that big pill very hard.

<b>                                   LEONARDO
</b>                         Heh. Yeah... I mean, yes sensei.

<b>                                   SPLINTER
</b>                             (to doorway)
                         Raphael, your brother is home.

<b>          
</b>
<b>                              (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  22.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          ON OUTSIDE OF ROOM - Raphael walks out of the shadows. He's
          good... but not too good for Splinter. Splinter and Leo break
          and face the doorway. An awkward silence.

<b>                                  LEONARDO
</b>                       Hey.

<b>                                  RAPHAEL
</b>                       Hey.
          Raphael eyes Leo... and then the medallion.

<b>                                 RAPHAEL
</b>                       So... congratulations.

<b>                                  LEONARDO
</b>                       Thanks.

<b>                                 RAPHAEL
</b>                           (awkward beat/fake yawn)
                       Well, I'm goin' to bed.
          He leaves.
          TV ROOM - Raph walks through the room, cuffs Don on the back
          of the head, and keeps on walking.

<b>                                 RAPHAEL
</b>                       Leo's home.
          Donatello wakes up, looks around. LIGHTS UP when he sees Leo.

<b>                                  DONATELLO
</b>                       Leo!!
          ON MIKEY - He wakes up. A Cheese Doodle stuck to his upper
          snout. Really groggy.

<b>                                  MICHAELANGELO
</b>                       But I don't WANNA pop out of the
                       birthday cake, Mrs. Ro-
                           (snaps out of it)

<b>                       LEOOOOO!!!
</b>          Mikey flips past Donnie and slams Leo with a gripping HUG...
          and doesn't let go.

<b>                                 LEONARDO
</b>                       Hey little bro!
                            a beat)
                       Mikey? You can let go now... um,
                       Mikey?

<b>                                 MICHAELANGELO
</b>
<b>                           (MUTTERING)
</b>                       So bored... so bored...

<b>          
</b>
<b>               W
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          23.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               CAM LOWERS INTO FLOOR AS WE...
</b>
<b>                                                          FADE TO BLACK
</b>                VER BLACK - Quick bursts of AUDIO VIOLENCE. Steel,
               screaming, trampling, and rumbling. Then-
               -with each audio burst, we now see a VISUAL BURST. Strong,
               rim-lit, iconic images of an IMMENSE BATTLE - a slicing blade
               weapon, screaming mouth, angry eyes. Then-
               -a monster claw! Gnashing teeth! Scared eyes! Horns and
               tusks! The edit gets intense, until -

<b>                                   WINTERS
</b>
<b>                         AAAAAAAAAAAAGGGH!!!
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS BEDROOM - DAWN
</b>

<b>          30                                                                30
</b>               It was all a nightmare. We go WIDER as we take in the
               ostentatious bedroom of MAXIMILIAN WINTERS, a young mid-40's.
               Famous NYC entrepreneur.
                inters is large, handsome, built and powerful in every
               sense. His bedroom reflects it as well - large simple shapes,
               decorated with a modern-day tribal/tech appeal. This guy is
               filled with adrenaline, power and machismo.

<b>                                    W
</b>
<b>                                    INTERS ASSISTANT (O.S.)
</b>                         Mr. Winters, sir.
               ON DOORWAY - Standing there is a beautiful black-haired
               assistant dressed in full suit and tie with a clipboard.

<b>                                   WINTERS ASSISTANT
</b>                         It's time for your morning workout.

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS WORKOUT ROOM
</b>

<b>          31                                                                31
</b>               Rock/hip-hop music crashes in as we see Winters' morning
               workout - a combination of weaponry work (martial arts and
               others), floor routines and bag work. He takes it all very
               seriously.
               Sequence ends with him smashing the top off of a Mook Jung
               training block with his bare fist. He walks out of the room,
               grabbing a towel from a blonde assistant.

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS OFFICE - LATER
</b>

<b>          32                                                                32
</b>               Winters walks in his crisp suit. His office is large and
               austere. Two levels of history in books, artifacts, warrior
               themed curios and power.

<b>          
</b>
<b>                                      W
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               -
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       24.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   WINTERS ASSISTANT (O.S.)
</b>                         Mr. Winters, sir?
               ON DOOR - His Assistant stands at the large doors.

<b>                                   WINTERS ASSISTANT
</b>                         The board is waiting.

<b>                                      WINTERS
</b>                         Excellent.
               He walks to the large bay windows that overlooks the city.

<b>          
</b>
<b>          
</b>
<b>               EXT. WINTERS OFFICE
</b>

<b>          33                                                                33
</b>               Now outside the window, he smiles at the view.

<b>                                   WINTERS
</b>                         Tell them I'm on my way down.
               He slowly LOWERS OUT OF FRAME. CAM PULLS OUT WIDER REVEALING -
                 Winters Office is an "elevator" of sorts that can ride up
               and down the front of the building, allowing him access to
               any floor of his Tower without leaving his desk.
               WIDER - see the Tower is a monolith in the middle of
               Manhattan - complete with it's own front Central Park-ish
               gated entry. A true work of modern architecture.

<b>                                                                WIPE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS LOBBY - DAY
</b>

<b>          34                                                                34
</b>               We see the wonder of everything Winters - mixing of old
               artifacts with modern day aesthetic and implementation. The
               ceilings are vast and there is no mistaking the worth of the
               man and his company.

<b>               W
</b>                inters' Elevator Office lowers into a balcony level building
               overseeing the main lobby. He walks down a stairwell and
               through the lobby, five Assistants following him.

<b>          
</b>
<b>          
</b>
<b>               INT. BOARDROOM - CONTINUOUS
</b>

<b>          35                                                                35
</b>               Winters walks in the room. CLOSE ON him as he stops at the
               head of the boardroom table.

<b>                                    INTERS
</b>                         Gentlemen! Let's begin.

<b>          
</b>
<b>               T
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       25.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               CAM PULLS BACK along the impossibly long table as DOZENS OF
               BOARD MEMBERS stand up. When it reaches the end, it looks as
               though Winters stands at the head of an ARMY AT ATTENTION.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          36                                                               36
</b>
<b>               INT. TURTLES LAIR - AFTERNOON
</b>
               Leo walks along the upper floor of their lair. As he passes
               Mikey's room, his brother pops out with his skateboard. We
               follow them as they walk down to the TV area.

<b>                                   MICHAELANGELO
</b>                         Leo... what's up, bro?

<b>                                   LEONARDO
</b>                         Just enjoying being home.
                hey walk past Donnie's Chop Shop room as - BOOM! - something
               explodes and smoke pours out under his door.

<b>                                   DONATELLO (O.S.)
</b>
<b>                         NOBODY PANIC! I HAVE IT ALL UNDER
</b>
<b>                         CONTROL!
</b>               Mikey and Leo COUGH, leave the smokey area.

<b>                                   LEONARDO
</b>                         Say, what's up with April and
                         Casey? I expected them to drop by
                         after I got back.

<b>                                   MICHAELANGELO
</b>                         We don't see much of `em anymore.
                         April seems to be working a lot -
                         eww - and Casey seems to be, I
                         dunno, "different" lately. Maybe he
                         doesn't like having to put the
                         toilet seat down now that they've
                         moved in together.

<b>                                   LEONARDO
</b>                         They're living together now?
               They get to the living room area. Mikey walks to the edge of
               a jury-rigged HALF-PIPE he built in an old water slough.
               Mikey continues as he skates back and forth.

<b>                                   MICHAELANGELO
</b>                         To be honest with ya, they're kinda
                         buzzkills to be around.

<b>                                   LEONARDO
</b>                         Is Casey at least still doing his
                         hockey mask thing?

<b>          
</b>
<b>                                   K
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          26.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   MICHAELANGELO
</b>                         Dunno. Haven't noticed since The
                         Nightwatcher has come home to
                         roost. WOOOOHOOOOOOOO!

<b>                                   LEONARDO
</b>                         "Nightwatcher"? That some new comic
                         book you're hooked on, Mikey?
               RAPHAEL walks in. Picks up Mikey's scrapbook as he passes the
               sofa and slugs it in Leo's chest.

<b>                                   RAPHAEL
</b>                         This should explain most of it. The
                         legacy of the city's newest hero.
                         Compliments of the fanboy over
                         there.    M

<b>                                    ICHAELANGELO
</b>                         Joke all you want, Raphy. But train
                         hard and eat your veggies and one
                         day, you too can be as cool as The
                         Nightwatcher, dude.

<b>                                   RAPHAEL
</b>                         I can only hope, Mikey. I can only
                         hope...
               Leo disapprovingly flips through the book.

<b>                                   LEONARDO
</b>                         This guy could bring heat on all of
                         us if he keeps this up. Showboating
                         isn't a replacement for justice...
                         it's just self-indulgence.
                             (looks back at book)
                         Someone needs to talk to this thug.
               ON RAPH - He looks... dying to say something. But can't.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. APRIL AND CASEY'S LOFT - AFTERNOON
</b>

<b>          37                                                                37
</b>               CLOSE ON - A familiar-looking white HOCKEY MASK. Eyes blink
               behind it.

<b>                                    ID 1
</b>                         Yo, Case? Wanna be goalie?
               The mask is pushed aside by Casey - Kid 1 was holding it.

<b>                                   CASEY
</b>                         Nah, you know I work for a livin'.
                         It's Star Center or nothin' else.

<b>          
</b>
<b>                              C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                   27.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          WIDER - Casey is with 5 other KIDS prepping for a game of
          STREET HOCKEY, using tennis balls and trash cans. Chubbier
          KID 2 walks by and grabs the mask himself.

<b>                              KID 2
</b>                    Whatever! Let's get it on!
          They begin a boisterous round of hockey. Trash talk, gentle
          checking and all the requisite boy things. We see that the
          kids love Casey. And vice versa. Suddenly-

<b>                              BROOKLYN MOM (O.S.)
</b>
<b>                    TOMMY!! IT'S TIME FOR DINNER!
</b>
<b>                              TOMMY (KID 1)
</b>
<b>                    BUT MA! WE JUST STARTED!
</b>
<b>                              BROOKLYN MOM
</b>                        (snapping back)

<b>                    THOMAS!
</b>          Tommy's defeated. Looks at the disappointed boys.

<b>                              TOMMY
</b>                    Sorry dudes.

<b>                              CASEY
</b>                    Busted! Have fun with your mommy...
                        (face falls, disappointed)
                    ...oh no.
          OFF HIS LOOK - We see APRIL, dressed stunning in a dark
          business suit at the other side of the street. She's dangling
          a WHITE SHIRT and a TIE from her other hand.

<b>                               ASEY
</b>                    Aw, c'mon April! We just started!
          April just gives him "the look" with an eyebrow cock. Casey
          knows he can't win.

<b>                              KID 2
</b>                    Can't Casey stay and play for just
                    five more minutes, Miss O'Neil?
                    Pleeeeeeease?

<b>                              APRIL
</b>                    Not today, Nate. Mister Jones has
                    to pretend to be an adult for a few
                    hours.

<b>                              KIDS
</b>                    Awwwww! Man! Baaah!
          Casey hands his stick, then quickly turns with a grin.

<b>                              CASEY
</b>                    Later boys!

<b>          
</b>
<b>                                                                       28.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               CAM FOLLOWS April and Casey as they walk down the street.
               April's not really a hard-ass - she's just forced to be the
               "responsible one" in A
                                    the relationship.

<b>                                    PRIL
</b>                         I need your help with a delivery.

<b>                                   CASEY
</b>                             (Arnold voice)
                         Do you need my funtahstick muscles?

<b>                                   APRIL
</b>
<b>                             (UNENTHUSED)
</b>                         Heh-heh... yeah.
               Casey awkwardly places his arm over her shoulder as the cam
               rests and they walk into the distance. He pulls it back down.
               CAM ANGLES ON WALL - As we notice CLAW MARKS sliced into the
               concrete exterior of a building.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS LOBBY - SUNSET
</b>

<b>          38                                                                38
</b>               The doors open in Winters Lobby. April struts in, owning the
               place. Casey struggles pulling the pallet holding the LARGE
               CRATE behind them. As she passes reception-

<b>                                   RECEPTIONIST
</b>                         Mr. Winters. April O'Neil is here.

<b>          
</b>
<b>          
</b>
<b>          39                                                                39
</b>
<b>               INT. WINTERS OFFICE
</b>
               His darkened office is especially alpha-male - BIG GAME HUNT
               trophies adorn the walls, as do SUITS OF ARMOR from all time
               periods and random strange ARTIFACTS spanning history in
               glass cases.
               Winters sits at his large desk as the large doors open and
               April and Casey spill in.

<b>                                   WINTERS
</b>                         Miss O'Neil. You are a vision.
                         Thirty days in a jungle, and
                         beautiful as ever.
               He shakes her hand and double-cheek kisses her. Casey's eyes
               widen - is THIS what his girlfriend does?

<b>                                    APRIL
</b>                         Hello Max.

<b>                             (BEAT)
</b>                         This is my... friend, Casey Jones.

<b>          
</b>
<b>                          (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  29.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              WINTERS
</b>                    Chris! How's it going?
          Winters nearly crushes Casey's hand in his grip.

<b>                              CASEY
</b>                    Actually, It's Ca-

<b>                              WINTERS
</b>                        (ignoring, back to April)
                    So how was your trip?

<b>                              APRIL
</b>                    You know, the typical - corrupt
                    government officials, double
                    crossed by a jungle guide, all
                    ending in a heart-pounding chase.
          Winters and April chuckle. Cam adjusts to show Casey between
          them in the bg, looking uncomfortable and out of place.

<b>                              APRIL
</b>                    But it was all worth it.
                         beat - excited)
                    I found it. The fourth General.
          Winters BEAMS, way too excited as well. April holds out her
          hand to Casey, who doesn't know what she wants. He awkwardly
          HIGH FIVES her.

<b>                              CASEY
</b>                    Yeah-ha! The fourth General.

<b>                              APRIL
</b>                        (hushed gritted teeth)
                    The crow-bar.

<b>                              CASEY
</b>                    Oh.
          He hands it to April as she twirls up a CROW-BAR and cracks
          open the front panel.
          INSIDE BOX POV - The light gradually breaks in, until - CREAK
          - the front panel falls to the floor.
          CLOSE ON - Winters' look. Pure wonder and admiration. He
          walks up to it slowly. April and Casey cautiously stay back.

<b>                               WINTERS
</b>
<b>                        (SOFT)
</b>                    ...the gods be praised.
          ON BOX - We finally see the statue - GENERAL AGUILA - a seven-
          foot towering wall of granite and obsidian. Eagle warrior
          armor reflecting a South American design... though not from a
          specific time period. Winters rubs his hand over the stone.

<b>          
</b>
<b>                                   W
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                         30.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   APRIL
</b>                         Can I ask you a question?

<b>                                   WINTERS
</b>                             (not looking away)

<b>                         Y
</b>                          es. Of course.

<b>                                    APRIL
</b>                         I've been so grateful for the
                         opportunities you've given me
                         lately. I'd probably be still
                         selling antique curios if you
                         hadn't visited my shop that day.
                              (off of box)
                         But I have to ask... why the
                         fascination with these particular
                         works of art? I'd never even heard
                         of the Legend of Yaotl until we
                         met.
               He looks up. The cam PANS RIGHT. It travels past an SUIT OF
               ARMOR in the FG. Goes to BLACK. Continue PAN until we're in-

<b>          
</b>
<b>          
</b>
<b>          40                                                               40
</b>
<b>               EXT. FLASHBACK BATTLEFIELD - 3000 YEARS AGO
</b>
               -the armor becomes the back of a HELMET. Camera dollies
               around the helmet until we're looking at a dark and imposing
               figure. YAOTL. His helmet is impenetrable, with eye slits.
               Note - the flashback is dark, shadowed and monochromed.
               Detail is hinted at instead of shown. Very stylized.

<b>                                   WINTERS (V.O.)
</b>                         It was a time long before the
                         Mayans, April. Long before the
                         Aztecs and even the Olmecs. It was
                         a time of legends. A time of
                         greatness. The true mother culture
                         of Central America.
               Cool shots of Yaotl. His armor, his stance, etc.

<b>                                    INTERS (V.O.)
</b>                         There was a man named Yaotl. More a
                         force of nature than man. And
                         together with his Four Warrior-
                         Priest Generals, they pillaged
                         every culture in their path.
               QUICK SHOTS OF EACH GENERAL. The walk along side Yoatl.
               Possibly slo-mo. We will come to recognize them through their
               distinct armor as the Four Stone Generals - in human form.

<b>                                   WINTERS (V.O.)
</b>                         And for every culture they
                         destroyed, they drank in all the
                         magic and knowledge known to them.

<b>                                   (MORE)
</b>
<b>          
</b>
<b>          O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                    31.
</b>                              WINTERS(cont'd)
                    They became a warring hurricane,
                    gathering more power and knowledge
                    with each conquest.
          GROUP SHOT - Of five Warriors. High atop a hillside, finally
          stopped. Ready for battle. Their character-specific weapons
          are drawn. Around them is a small army of MINIONS.

<b>                                WINTERS (V.O.)
</b>                    Then they came across a culture
                    rich with science, magic and their
                    own technology. A South American
                    version of "Atlantis".

<b>                        (
</b>
<b>                          BEAT)
</b>                    It was like blood in the water for
                    a predator like Yaotl.
          CLOSE ON - Yaotl. As he raises his sword in the air. CAM
          DOLLIES AROUND HIS HEAD REVEALING their opposing forces. An
          army of THOUSANDS. Waving their weapons in the air.
          The opposing army CHARGES. Yaotl's men pull out   a large
          ORNAMENTAL STAND - a "stargate" of sorts. Yaotl   and his men
          are unmoving... as they begin a ceremony. Yaotl   looks to the
          heavens above - as we see a CLUSTER OF SPECIFIC   STARS move
          into place.

<b>                              WINTERS (V.O.)
</b>                    As the army approached, Yaotl used
                    the knowledge they'd gained in
                    black magic and sorcery. Timing
                    their attack with the alignment of
                    the Stars of Kikin, they opened a
                    portal to another world.
          ON CHARGING ARMY - they stop dead in their tracks. Front-lit
          by the OS portal. Don't know what to expect -
          ON PORTAL - A crackling electric circle opens to another
          dimension. Suddenly - DOZENS OF MONSTERS EXPLODE OUT!
          Creatures of all varieties. Gnashing Fangs. Swiping claws.

<b>                              WINTERS (V.O.)
</b>                    They unleashed an army of monsters.
           N BATTLEFIELD - men getting slaughtered (in a nice PG sort
          of way). Quick shots. Intense.

<b>                              WINTERS (V.O.)
</b>                    The monsters knew no side   - they
                    destroyed the enemy... as   well as
                    Yaotl's own army. Men who   swore to
                    spill their blood for his   cause.
                    Yaotl had to do something   to stop
                    more from coming through.

<b>          W
</b>           inters SMASHES the portal, stopping the slew of monsters
          from pouring out. End on a scream. Dissolve to LATER in the
          battle...

<b>          
</b>
<b>                                   A
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               W
</b>
<b>                             (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                             (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                         32.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               Desolate, destroyed battlefield. Smoldering. Bodies
               everywhere. No monsters. End pan on Yaotl on his knees.

<b>                                   WINTERS (V.O.)
</b>                         In the end, there were no victors.
                         And they were responsible for the
                         eradication of the greatest culture
                         that will never be known. The
                         knowledge that was lost would never
                         be found again...

<b>               DISSOLVE BACK TO PRESENT DAY IN WINTERS' OFFICE
</b>               Casey has fallen asleep, sitting to the side, head in his
               hand. A line of DROOL hangs from his mouth. April is
               fascinated by the story. She nudges Casey who does the
               slurp/half-snore wake up.

<b>                                    C
</b>
<b>                                    ASEY
</b>                             ("wake up" fast speak)
                         I was just resting my eyes...

<b>                                   APRIL
</b>                         Quite the story, Max.
                              concerned re: Statue)
                         You don't think that this could be-

<b>                                   WINTERS
</b>                         Oh no, Miss O'Neil.
                              looks back to statue)
                         Like you said... just a story.
                inters doesn't break his stare.

<b>                                   WINTERS
</b>                         One of the girls will pay your fee
                         on the way out.

<b>                                    PRIL
</b>                         Thanks. Um... goodbye... Max.
               April and Casey leave Winters, consumed with his new
               treasure. He doesn't reply.

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS LOBBY - MOMENTS LATER
</b>

<b>          41                                                                41
</b>               April and Casey walk the lobby. She shoots him "the look".

<b>                                   CASEY
</b>                         What!? It was a boring story!

<b>                                   APRIL
</b>                         That is so perfectly CASEY JONES. I
                         give you opportunity. I give you
                         the chance to become a better man.
                         And what do you do with it?

<b>                                   (MORE)
</b>
<b>          
</b>
<b>               W
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          33.
</b>                                     APRIL(cont'd)

<b>                             (BEAT)
</b>
<b>                         YOU FALL ASLEEP!
</b>               Casey stops next to a PODIUM holding a priceless-looking
               VASE. As he speaks, he gestures very animatedly and
               dangerously close to the vase.

<b>                                   CASEY
</b>                         Well, maybe if you were home for
                         more than four days at a time,
                         you'd see that I DON'T WANT ANY OF

<b>                         THIS!
</b>
<b>                                   APRIL
</b>                             (sees danger of vase)
                         Casey, you better be careful-

<b>                                   CASEY
</b>                         Here I am nice enough to help you
                         out, dress in this get-up and all I
                         get is grief?!
               ...as he knocks and SMASHES the vase to the floor.

<b>                                     CASEY
</b>                         Oh boy.
               Klaxons sound as SHINK-SHINK-SHINK - METAL PLATES SLAM DOWN

<b>               OVER THE GLASS ENTRY. COMPLETELY ENCLOSES THE FRONT LOBBY.
</b>               Room is now emergency light RED. April rubs her temples.

<b>                                   APRIL
</b>                         Give me strength.

<b>                                                                    CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS OFFICE
</b>

<b>          42                                                                  42
</b>               Winters is still alone in his office. Still studying the
               statue. A beat. He turns his head to the side.

<b>                                   WINTERS
</b>                         You can come out now.
                 IDER - As we see FOUR FIGURES appear out of the smallest and
               darkest of shadows! The LEADER slinks forward - clearly a

<b>               S
</b>               woman - dressed in cloak and Japanese Noh mask over her face.
                he takes it off, revealing KARAI - the beautiful leader of
               the Japanese Foot Clan, flanked by three, FOOT NINJAS.

<b>                                   WINTERS
</b>                         Your talents are commendable.

<b>                                   KARAI
</b>                         As are yours. Most don't notice us
                         until we decide they will.

<b>          
</b>
<b>                                                                          34.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   WINTERS
</b>                         Well, I guess I'm just special that
                         way.
               Winters walks over to his desk. The Statue looms behind them.

<b>                                   WINTERS
</b>                         So down to business - aside from
                         the other reasons for your visit to
                         America, are you interested in my
                         offer we discussed?

<b>                                   KARAI
</b>                         I must confess... I still don't
                         know exactly what we are to do for
                         you.

<b>                                   WINTERS
</b>                         I need the finely-tuned eyes and
                         stealth of your Foot Ninja to...
                         monitor the city for me over the
                         next few days.
               Winters walks to his window. It's night. Overlooks the city.

<b>                                   WINTERS
</b>                         Just keep your eyes peeled for
                         anything... strange.

<b>                                   KARAI
</b>                             (long beat)
                         What kind of strange things?
               The question hangs as we PUSH IN ON Statue's face... his
               eerie eyes. We think his eye GLOWS, only we-

<b>                                                              MATCH CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. STAR-FILLED SKY - NIGHT
</b>

<b>          43                                                                  43
</b>               The glowing eye is really a STAR. The same line pattern we
               saw at movie's open. The stars ADJUST... lining up in a more
               straight-lined manner.
               CAM LOWERS, placing us back in-

<b>          
</b>
<b>          
</b>
<b>               EXT. NEW YORK CITY STREETS - NIGHT
</b>

<b>          44                                                                  44
</b>               A MAN walks down the sidewalk. As he passes a DARKENED
               ALLEYWAY, he hears a low GROWL come from it. He stops.
               ALLEY POV - As the man looks in. Can't see a thing. Hand-held
               cam. He moves to leave... and the growl comes again.
               STREET - Man stares in. No one on the street. Looks closer...
               closer... grows more tense as...

<b>          
</b>
<b>                                                                          35.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               ...WHAM! The requisite CAT jumps out of the shadows. Scares
               Man half to death.

<b>                                   MAN
</b>
<b>                         WAAAAAAAAAAHHH!!!!
</b>                             (calms down)
                         Gave me a scare kitty.
               He pets the kitty a bit, then walks off. CAM LOWERS behind
               cat, as Man walks off into the distance. Until...
               ...WHAM! A large burly CLAWED ARM slams out of the shadows
               onto the cat, yanking it back into the alley! Quick
               caterwaul. Silence. And then we hear a BURP.

<b>               C
</b>                AM LOWERS further through the asphalt, then quickly hooks up
               with an air duct pipe. Zips faster and faster until we're in-

<b>          
</b>
<b>          
</b>
<b>          45                                                                45
</b>
<b>               INT. TURTLES LAIR - TRAINING DOJO
</b>
               Leo feverishly works out. He stops, looking up, panting.

<b>                                   LEONARDO (O.S.)
</b>                         Does ANYBODY train anymore?!

<b>                                   MICHAELANGELO (O.S.)
</b>                         Just a sec, dude! I'm almost at
                         level eighteen.
                             (OS video game explosion)
                         Scratch that... seventeen.

<b>                                   LEONARDO
</b>
<b>                         DONNAY!
</b>
<b>                                   DONATELLO (O.S.)
</b>                         In... uh... a few minutes, Leo. I'm
                         in the middle of-
               KZZZT-BOOOM! - An OS invention blows up.

<b>                                   DONATELLO (O.S.)
</b>                         Um... make that another hour.
               Leo sighs. Splinter walks by, not stopping.

<b>                                   SPLINTER
</b>                         A true leader knows how to motivate
                         his troops regardless of their own
                         motivations.
               Splinter walks past a large FUSE BOX. Leo thinks a beat. Then
               smiles.
               WIDE SHOT OF LAIR MAIN ROOM as - KACHUNK! - the entire room
               goes BLACK.

<b>          
</b>
<b>                                                                          36.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   TURTLES (O.S.)
</b>                         Aw man! What's goin' on?! WHO

<b>                         TURNED OUT THE LIGHTS!?
</b>
<b>                                   LEONARDO (O.S.)
</b>                         Ninja tag, topside!

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          46                                                                46
</b>
<b>               INT. DARK CHAMBER - NIGHT
</b>
               Another place that isn't the TMNT lair. Dark and mysterious.
               Don't know where we are. Feels ceremonial. We see close up
               detail of statue GRANITE.
               A DEEP VOICE chants OS in a South American tongue as HIGH-
               TECH GEAR is placed on the rock. It becomes powered,
               triggering a reaction in the stone itself.
               Music builds as we see quick shots of the granite cracks
               GLOWING RED. Camera travels with the rising glow.
               End on a pair of DEAD EYES - suddenly come to life. Red glow.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. NYC ROOFTOPS - NIGHT
</b>

<b>          47                                                                47
</b>               The boys stand high atop the city below. Readying to run a
               gauntlet of rooftop hazards. They spy a BILLBOARD off in the
               distance.            M

<b>                                     ICHAELANGELO
</b>                         First one to touch old faithful
                         over there-

<b>                                   DONATELLO
</b>                         -does the other team's chores for a
                         week.
               Leo and Raph glare at each other.

<b>                                   LEONARDO/RAPHAEL
</b>                         Deal.

<b>                                   MICHAELANGELO
</b>                         I'm with Leo!

<b>                                   DONATELLO
</b>                         Actually, I think you and I should
                         pair up, Mikey.

<b>                                   MICHAELANGELO
</b>                         You kiddin' me?! I mean, no offense
                         Donnie, but you ain't exactly the
                         biggest hitter on the bench.

<b>          
</b>
<b>          T
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  37.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          Don is grinning. Observing the subtle tension.

<b>                              DONATELLO
</b>                    Just trust me on this one.
          Music builds to a fun number as the two teams run parallel on
          buildings. The course requires them to work as a TEAM,
          throwing, catching and propelling one another from obstacle
          to obstacle.
          Leo accidentally slips, PLOWING Raph face-first into a brick
          wall. Raph, convinced Leo did it on purpose, uses his next
          opportunity to hurl Leo dangerously high and far over a
          billboard. The situation escalates at each juncture.

<b>                              LEONARDO
</b>                    Have you been avoiding me? Barely
                    seen you since I got home.

<b>                              RAPHAEL
</b>                    I been busy.

<b>                              LEONARDO
</b>
<b>                        (SARCASTIC)
</b>                    I see. So... you're definitely not
                    upset at me or anything, right?

<b>                              RAPHAEL
</b>                    Why'd you think that?

<b>                              LEONARDO
</b>                    I don't know... your brother gets
                    to go on a world-wide training
                    mission and you have to stay home.
                    Might upset me too.

<b>                              RAPHAEL
</b>                    Are you trying to make me mad?

<b>                              LEONARDO
</b>                    I'm just saying, I'd understand if
                    you were upset.
          Their intensity ESCALATES.

<b>                              RAPHAEL
</b>                    You wouldn't understand the first
                    thing about me, daddy's boy - OOF!.
           hey both trip over a duct, tumbling in a ball. They stop
          rolling, continue fighting.

<b>                              LEONARDO
</b>                    Is that what this is about? You
                    think Splinter likes me best?

<b>                              RAPHAEL
</b>                    You'd love that, wouldn't you?

<b>          
</b>
<b>                                   M
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       38.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               WIDER - Don and Mikey are already sitting there.

<b>                                   MICHAELANGELO
</b>                         So nice of you to join us,
                         gentledudes.

<b>                                    DONATELLO
</b>                         And by the way, I prefer the
                         classic military corner tuck for my
                         bedsheets.

<b>               M
</b>                ikey and Don high five. Leo and Raph aren't amused. They
               stare down. Raph does his BULLY FLINCH fake-lunge... only Leo
               doesn't twitch. Suddenly-

<b>                                   MICHAELANGELO (O.S.)
</b>                         Whoa! Whawazzat?!
               The others rush over to the edge with Mikey.

<b>                                    ICHAELANGELO
</b>                         You dudes see that up there?
               OFF HIS LOOK - We see LARGE SHADOWS moving with in a large I-
               BEAM CONSTRUCTION SITE. The movement is coming from one of
               the higher floors.

<b>                                   MICHAELANGELO
</b>                         So what now, captain?

<b>                                   LEONARDO
</b>                         We need to come up with a plan.

<b>                                   RAPHAEL
</b>                         Later!
               Raph RUNS OFF toward the action.

<b>                                   LEONARDO
</b>
<b>                         RAPH!!!
</b>               But Raph doesn't stop. All three look at each other. Then-

<b>                                   MICHAELANGELO
</b>                         Welcome home.

<b>          
</b>
<b>          
</b>
<b>               EXT. I-BEAM HIGHRISE CONSTRUCTION
</b>

<b>          48                                                                48
</b>               The boys cross over on a large CONSTRUCTION CRANE and scale
               up the few more stories to the top. They stand on a scaffold
               underneath the floor of the activity.
               ON WALL - Deep CLAW MARKS are carved into the steel, much
               like by April and Casey's loft. Don notices.

<b>                                   DONATELLO
</b>                         Guys, I've got a bad feeling...

<b>          
</b>
<b>                              L
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              M
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     39.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              RAPHAEL
</b>                    Ahh, let's take a tiny peek.
          They scale to the top floor. Peering over the edge.

<b>                              MICHAELANGELO
</b>                    Well, there's a good/bad news
                    scenario for ya.
          CAM BEGINS TO CRANE UP from Turtles to activity on the floor.

<b>                              MICHAELANGELO
</b>                    Good news is that there are a
                    buncha Foot Ninja gettin' the snot
                    kicked out of `em.
          CAM FINISHES ON FLOOR - Showing SIX FOOT NINJAS and KARAI
          squaring off against a LARGE BIGFOOT-LIKE MONSTER! It tosses
          them around like stuffed animals.

<b>                               ICHAELANGELO (O.S.)
</b>                    Bad news is WHAT's kickin' the snot
                    out of `em...
          ON TURTLES - As they've all now crept up to the dark corner
          of the floor. A FOOT NINJA gets clobbered and sails past
          them, and off the building. (safely to a scaffold below)

<b>                               D
</b>
<b>                               ONATELLO
</b>                    An interesting conundrum. Do we
                    hold dear the value of life and
                    help the Foot regardless of our
                    tumultuous past?

<b>                              MICHAELANGELO
</b>                    I vote for sitting back and
                    enjoying the show.
                        (to Leo)
                    Whaddaya say, leader boy?
          ON LEO - He's troubled. The burden of "leader" shouldered.

<b>                              RAPHAEL
</b>                    Nah. We kick butt.
          Raph jumps forward! Leo rolls his eyes, as all the Turtles
          jump into the fray. The Foot are surprised at first, and the
          Bigfoot Monster is confused as well.
          ON LEO - He stops when he comes face to face with Karai.

<b>                               EONARDO
</b>                    Who are YOU?!
          ON KARAI - She pauses a moment. They exchange expert katana
          attacks. Stalemate. She gestures to the Foot as they use this
          opportunity for their escape. As they leap away, Karai looks
          back at the Turtles...

<b>          
</b>
<b>          R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     40.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          The Creature immediately CHASES the boys throughout the
          structure, as they use all their ninja skills to avoid it,
          not to mention impalement on the bed of rebar below!
           aph tries to turn the tables and attacks the Creature! The
          boys have no choice but to help him... putting them in deeper
          trouble.
          The I-Beam is getting dented and twisted with each impact.
          The tussle begins to fall - whoomp, whoomp - down many
          flights of floors.
          Raph gets separated at one point, jumping off the side of the
          building to catch up, and swings himself back onto the bottom
          floor to await the others.
          SMASH! They fall into Raph's floor.

<b>                              RAPHAEL
</b>                    Nice of ya's ta join me.
          But the Turtles eventually get cornered. And just as the
          Creature closes in-

<b>                              MICHAELANGELO
</b>
<b>                    YEEEAAAAARGGHHH!!!!!
</b>          The creature stops. Confused. So are the other three turtles.

<b>                              MICHAELANGELO
</b>                    What? I saw it on a nature show
                    once.
          The creature SCREAMS BACK! Boys freak out.

<b>                              TURTLES
</b>
<b>                    AAAAAAGGHHHHH!!!!!
</b>
<b>          A
</b>           NGLE ABOVE TURTLES - As a large teetering pallet filled with
          dried cement and blocks to come CRASHING DOWN ON THEM! The
          Turtles are buried under the rubble.
          RUH? - The Creature is confused... until it's hit with a
          blinding light, and then an EXPLOSION - FWOOM! We hear heavy
          footsteps thumping through the light. Shapes start to form
          until we see...
          ...LIVING VERSIONS OF THE FOUR STONE GENERALS! Sporting HIGH
          TECH GEAR - a mix of tech with ancient magic scrawlings.
          Their bodies "glow" with a red inner life, seeping through
          their stone cracks and piercing eyes.
          The Generals are all ANIMAL-THEMED - Mute and powerful Ape-
          themed costume ("MONO"), Eagle Leader ("AGUILA"), agile
          Jaguar ("GATO") and the deadly snake-like female
          ("SERPIENTE"). Large. Imposing. Completely bad-ass.
          The Creature ROARS and FIGHTS to no avail...

<b>          
</b>
<b>                                                                         41.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               BURIED POV - Silent. The Turtles start to GROAN, regaining
               consciousness. Moonlight shoots in as they move the rock and
               stand up, groggy.
               ON MOUTH OF ALLEY - Through the smoke we can see silhouettes -
               a large hairy shape, along with FOUR VERY LARGE SHAPES. The
               sounds of freighter doors CLOSING, engines revving and then a
               caravan of sorts pulling away.
               WHOOOOOP! - A POLICE SIREN chirps. Approaching the now-
               destroyed site.

<b>                                   DONATELLO
</b>                         Better hit the tunnels, guys.
               Donnie uses a small prod to prop open a MANHOLE COVER. Don,
               Mike and Leo jump in. Leo looks back, Raph is still stewing.

<b>                                    LEONARDO
</b>                         Raph. Save it for another day.

<b>                             (BEAT)
</b>
<b>                         RAPH!
</b>               Raph knows he has to go. Reluctantly he enters the sewer. The
               lid closes as the alley is illuminated by POLICE CHERRIES.

<b>               A
</b>                 beat, then Mikey barely pops the lid open for another peek.

<b>                                   MICHAELANGELO (O.S.)
</b>                         Y'know, it's not that bad, dudes.
               ON BUILDING - Actually, the place is destroyed. Dented, torn
               and looking like a post-night raid in WWII.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. WINTERS TOWER - NIGHT
</b>

<b>          49                                                               49
</b>               UP ANGLE on the Tower. Dead of night. No one around.

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS TOWER SECRET CELL BASEMENT - CONTINUOUS
</b>

<b>          50                                                               50
</b>               A cavernous structure. Dimly lit. High ceiling. A few odd
               silhouettes here and there.
               We hear the clicking of Winters' shoes echo as he enters.

<b>                                   WINTERS
</b>                         What seems to be the problem?
               Karai and six Ninja are already there.

<b>                                   KARAI
</b>                         The "problem" is that we were hired
                         to merely patrol the city and
                         report anything "strange" to you.

<b>                                   (MORE)
</b>
<b>          
</b>
<b>                              W
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                    42.
</b>                              KARAI(cont'd)
                        (grabs sword hilt)
                    You never said anything about

<b>                    MONSTERS.
</b>          Winters smirks, looking at the mouse who thinks he can take
          the lion. He reaches to a satchel on the floor. The Foot
          TENSE in anticipation. Instead... Winters comes up with a

<b>          MONEY BRICK.
</b>
<b>                               INTERS
</b>                        (tosses money brick)
                    So, your job duties were just
                    redefined. Congratulations on your
                    promotion.
          SHINK! - Karai pulls out her To and slices the brick in mid-
          air. Winters STOPS and looks back over his shoulder.

<b>                              KARAI
</b>                    We may be hired help to you, but
                    you should never forget... we are
                    the Foot Clan.
          ON WINTERS - Condescendingly finds this particularly `cute'.

<b>                              WINTERS
</b>                    Oooooooh...
          It sets the Foot off. They all grab their weapons, moving
          toward Winters. Karai flips forward, sword drawn and at
          Winters throat!
          ...as Winters stands still... and begins to LAUGH.
          Slowly, the thumping of FOUR SETS OF FEET lumber out of the
          shadows. Reveal themselves to be THE FOUR STONE GENERALS.
          They flank Winters, who is just loving the theatricality of
          it all.
          The Foot Ninja leap back. Winters remains confident and
          unmoving. Generals SMIRK at Karai and the Foot.

<b>                               WINTERS
</b>                    I believe we made a deal, Karai. I
                    expect you to honor it.
                         (beat, stares her down)
                    You do understand "honor", don't
                    you?
          Karai stews... unblinking stare. Of course she does.

<b>                              WINTERS
</b>                    So I don't care what part of
                    "muscle for hire" you don't
                    understand. I hired your muscle.
                    Now exercise the ones attached to
                    your feet and...
                        (closer - terse)
                    ...get back to work.

<b>          
</b>
<b>                                                                    43.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          Karai slowly steps back. Winters smiles wide, reaches into
          the drawer and takes another brick of bills and tosses it to

<b>                               W
</b>          a Foot Ninja. Then another to a second Ninja.

<b>                               INTERS
</b>                    So I will double... no, no...
                    TRIPLE your pay for your troubles.
                        (stare down)
                    Are we cool?
          ON FOOT - They just stare back, blank goggles. Probably
          seething inside. Winters is flanked by Generals.

<b>                              WINTERS
</b>                    Are we... cool?
          The Foot don't move. Tense. Karai finally nods. Terse.

<b>                              WINTERS
</b>                    Ninjas. No sense of humor.
                        (to Generals)
                    So how did we fare?
          CORRIDOR ENTRANCE - a hunched SHAPE undulating in chains is
          wheeled into the light.
          Winters approaches it - chained to a high-tech and uplit
          pallet on the floor. We can barely make it out as being the
          HAIRY CREATURE from the I-beam fight.

<b>                              WINTERS
</b>                        (close, quiet)
                    So it begins...
          It SCREAMS. Fights it's restraints. Tires. Breathing heavily.
          Winters approaches, safely inches away from his fanged maw.
          Creature suddenly lunges forward! Winters doesn't flinch. He
          merely grins at the creature.

<b>                              WINTERS
</b>                        (to General Aguila)
                    Were there any problems?
          AGUILA speaks in a gravelly, hardened voice. He towers over
          Winters by a foot. Clearly the leader of the four.

<b>                              GENERAL AGUILA
</b>                    None, my lord.

<b>                              WINTERS
</b>                        (to Karai)
                    You see, now THAT'S a good soldier.
                    You two should compare notes.
          Karai and Aguila stare at each other. Karai obviously not
          used to being handled like this.

<b>          
</b>
<b>                              K
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  44.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              KARAI
</b>                    Just what is this all about?

<b>                              WINTERS
</b>                    Oh, let's call it a scavenger hunt.
                        (re: Generals)
                    I now have the power and know-how,
                    but I need the speed and stealth of
                    an organization such as your own.
                    Not to mention an organization that
                    values discretion.

<b>                              KARAI
</b>                    But of course.

<b>                              WINTERS
</b>                    You see, I have nine more beasts
                    like this that should be coming to
                    town very soon. Thirteen in all, to
                    be exact.
          The Four Generals move the monster into a position on the
          floor ahead - into a DISK on the floor. ON CEILING - We see
          the top of a CAGE inserted over top, creating a cell.

<b>                               ARAI
</b>                    But... why? Why here? Why now?

<b>                               WINTERS
</b>                    Instinct, mostly. They're animals
                    at their core.
                        (looks off, distant)
                    And they recognize something
                    familiar in the air... in the
                    stars.

<b>                        (BEAT)
</b>                    What can I say? I'm a lover of
                    animals.
          The disk ROTATES. WIDER we see that there are already some
          cells inserted on the large stone disk in the floor. Filled
          by darkened silhouettes of creatures that we're probably glad

<b>                               W
</b>          we don't fully see. Glowing eyes pierce out of the darkness.

<b>                               INTERS
</b>                    So you go and get to know each
                    other. And don't forget... play
                    nice.
          The Generals turn and walk-push the Foot out of the door.
          They move to fight back, but Karai waves her hand.

<b>                              KARAI
</b>                    Not now. Our business will be
                    handled at a later time...

<b>          
</b>
<b>                                   D
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                 C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          45.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               After they leave, we pause for A BEAT on Winters. Quiet.
               Tired. Contemplative.

<b>                                                                  UT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          51                                                                51
</b>
<b>               INT. TURTLES LAIR - KITCHEN - AFTERNOON
</b>
               Three brothers sit around their breakfast table, looking hung
               over from the previous night's brawl. Mikey comes in, looking
               the worst of all, and plops into his seat. Cam circles table.

<b>                                   MICHAELANGELO
</b>                         Dudes, did anyone get the license
                         plate of the thing that hit us last
                         night? Oi, my head...
               Don pours over a thick book on MONSTERS AND MYTHOLOGY.

<b>                                   DONATELLO
</b>                         Was it just me, or did that
                         creature look familiar?

<b>                                   RAPHAEL
</b>                         We coulda taken it if you slackers
                         woulda pitched in sooner.

<b>                                   LEONARDO
</b>                         Fact remains, Raph, that we should
                         have never been there in the first
                         place.

<b>                                    APHAEL
</b>                         Well, I suppose that we shoulda let
                         Mr. Cuddly-kins continue to spread
                         happiness throughout the city... oh
                         wait... HE WAS A FREAKING MONSTER
                         TRYIN' TA KILL US!!! Good call,
                         fearless leader.

<b>                                    ONATELLO
</b>                         Come to think of it, it WAS pretty
                         strange to see the Foot too. And
                         who was that woman?

<b>                                   MICHAELANGELO
</b>                         I dunno, but she sure gave Leo a
                         run for his money.

<b>                                   LEONARDO
</b>                             (still fighting with Raph)
                         This is my fault now, Raph? I'm the
                         only one who has to be responsible!

<b>                                   RAPHAEL
</b>                         Hey, you're the "trained master",
                         not me.

<b>          
</b>
<b>                                                                  46.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              MICHAELANGELO
</b>                        (quickly interjected)
                    Dudes-can-it-here-comes-Splinter.
          ON DOOR - Splinter walks in, HUMMING to himself.

<b>                              SPLINTER
</b>                    Good morning, my sons.

<b>                              TURTLES
</b>                    Morning, sensei.
          Splinter makes himself a TEA. Room is SILENT.
          ON TURTLES - Raph and Leo GLARE at one another while they
          eat. Don is pouring over a THICK BOOK while Mikey sits with
          his forehead on the table.

<b>                              SPLINTER
</b>                    If anyone needs me, I'll be
                    watching my stories.

<b>          S
</b>           plinter walks out. OS sound of the TV being turned on. At
          the table, the glare continues.

<b>                               LEONARDO
</b>                    Hothead.

<b>                              RAPHAEL
</b>                    Splinter-junior.

<b>                              NYC DIRT REPORTER (O.S.)
</b>                    And in the latest of a string of
                    strange criminal activity, a
                    construction site was nearly
                    destroyed last night. Authorities
                    believe a violent battle had taken
                    place earlier that evening.
          The boys react and rush into the MAIN LIVING AREA.
          ON TV - a well-coifed News Reporter stands outside of the I-
          BEAM TOWER. In the daylight, we can see the building is
          twisted and dented from the night's fighting.
          The boys immediately JUMP FORWARD. Mikey grabs the remote and
          ups the volume.

<b>                              SPLINTER
</b>                    My sons, what-
          Splinter's eyes go wide. He looks at his boys listening to
          the TV intently. Mikey nurses his sore head.

<b>                              SPLINTER
</b>                    I believe you boys have some
                    explaining to do...

<b>          
</b>
<b>                                   M
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                         47.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               Splinter looks at the Turtles. Busted, as we-

<b>                                                             X-DISSOLVE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          52                                                                  52
</b>
<b>               INT. SPLINTER'S ROOM - LATER
</b>
               The Turtles are kneeling before their sensei.

<b>                                   SPLINTER
</b>                         Leonardo, I am most disappointed in
                         you. You are the leader of your
                         brothers. I was counting on you to
                         bring order to the chaos of this
                         family.

<b>                                   LEONARDO
</b>                         But Master Splinter, how can I be
                         expected to do so when Ra-

<b>                                   SPLINTER
</b>                         There are no excuses when you are
                         the Leader, my student.
               ON LEO - Biting his tongue. Hard.

<b>                                   SPLINTER
</b>                         But the involvement of the Foot and
                         their mysterious leader worries me.

<b>                                    ICHAELANGELO
</b>                         I'm personally worried about a
                         monster running around the streets
                         of New York. But hey, that's just
                         me.
               Don elbows Mikey back in line.

<b>                                   RAPHAEL
</b>                         We hafta go out and find who's
                         responsible for this. There ain't
                         no other solution.

<b>                                   SPLINTER
</b>                         Raphael, there are better ways to
                         use your skills in ninjitsu. Fact-
                         gathering. Analysis. Observation.
                         Direct contact should only be your
                         last resort.

<b>                                   RAPHAEL
</b>                         Wow, sounds... exciting.

<b>                                   LEONARDO
</b>                         Save the brute vigilante junk for
                         that Nightwing guy.

<b>          
</b>
<b>               N
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          48.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   MIKEY/RAPH
</b>                         "Nightwatcher".

<b>                                     LEONARDO
</b>                         Whatever.
               Raph stands and exits the room. The others stay silent as we-

<b>                                                                WIPE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. SECRET NIGHTWATCHER AREA IN SEWER - LATER
</b>

<b>          53                                                                53
</b>               QUICK SHOTS - Nightwatcher gearing up.
                 ightwatcher emerges from a MAN HOLE. Walks to a long-
               forgotten and shadowed underside of a BRIDGE. He points up
               with a REMOTE - chirp! Slowly, his MOTORBIKE begins to lower
               on retractable grappling hooks.

<b>               O
</b>                N BIKE - Explodes out of a BACK ALLEY and into the night.

<b>          
</b>
<b>          
</b>
<b>               EXT. NEW YORK CITY BACK ALLEYS/STREETS - NIGHT
</b>

<b>          54                                                                54
</b>               Various shots of Nightwatcher tearing all over the city. On
               bike and on foot. Angry. Trying to work it out of his system.
               He's swallowed it all up to this point... getting harder.

<b>          
</b>
<b>               BEGIN MONSTER HUNTING MONTAGE
</b>
<b>          55                                                                55
</b>               Aggressive and driving music. Various shots of the Stone
               Generals capturing a laundry list of CREATURES that are
               coming into the city. See the tech, detail and precision that
               the Winters' operation works. Foot Ninja act as living
               "tracking devices" around the city.
               - The Generals capture a Sloth-like creature, jumping in
               throughout rafters above. The Foot try to help by blocking
               exits.
               - The Generals capture a werewolf-like creature in the high-
               speed subway tunnels. The Foot maneuver the subway car.
               - General Mono takes on a large scale YETI-like monster. A
               WWE-sized match set in a large abandoned warehouse.
               - Close calls, as humans come close to seeing the monsters...
               but rarely do. We see small house pets swiped away. Fleeting
               glimpses of limbs, claws and teeth in the shadows all over
               NYC. Meat trucks torn open and their contents "stolen".
               - Intermix quick shots of Generals and collars clamping,
               cells locking, etc.

<b>          
</b>
<b>                                                                         49.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               - See more cells being filled in Winters Basement. ONLY 3

<b>               EMPTY CELLS REMAIN.
</b>
<b>                                                                    CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          56                                                                  56
</b>
<b>               EXT. APRIL AND CASEY'S LOFT APARTMENT - NIGHT
</b>
               Quiet part of the neighborhood. Their lights are fully on.

<b>                                   APRIL (O.S.)
</b>                         You sure you don't want to spar a
                         bit?

<b>          
</b>
<b>          
</b>
<b>               INT. APRIL AND CASEY'S LOFT APARTMENT - CONTINUOUS
</b>

<b>          57                                                                  57
</b>               April is dressed in work-out gear on a grouping of floor
               mats. She twirls a wooden KATANA as part of a floor routine.
               Wow - she's actually pretty good! Casey eats a bag of chips
               with one hand, does curls with a dumbbell with the other.

<b>                                   CASEY
</b>                         Nah. Ever since you started with
                         the blade weapons you, um... you
                         kinda scare me.

<b>                                   APRIL
</b>                         Suit yourself.
                             (she stops - a beat)
                         Case?

<b>                                   CASEY
</b>                         Yeah?

<b>                                   APRIL
</b>
<b>                             (AWKWARD)
</b>                         Are you happy? I mean, with your
                         life. With me.
               Casey pauses a beat. Tries to be upbeat.

<b>                                    CASEY
</b>                         Yeah. Sure.
                              (beat - serious)
                         You?
               April thinks just as much.

<b>                                   APRIL
</b>                         Yeah.
               They sit on that for a moment. Casey leans in for a kiss.
               April doesn't notice. Awkward. Casey changes his mind.

<b>                                   CASEY
</b>                             (walks to the window)
                         I'm going outside for some air.

<b>          
</b>
<b>               N
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   N
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       50.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               Casey slips out onto the fire escape. April knows better.

<b>                                   APRIL
</b>                             (to herself)
                         Be safe.

<b>          5
</b>
<b>          
</b>
<b>           8                                                                58
</b>
<b>               EXT. LOFT ROOFTOP - CONTINUOUS
</b>
               Casey climbs up from the fire escape. Checks to make sure
               he's alone. He reaches inside a chimney flue and pulls out -
               A BASEBALL BAT and his CLASSIC WHITE HOCKEY MASK!
               He slips it on. Does a few warm up swings. Cricks his neck.

<b>          
</b>
<b>          
</b>
<b>          59                                                                59
</b>
<b>               EXT. NYC ROOFTOPS - CONTINUOUS
</b>
               All is still, until the panicked face of a BURGLAR enters
               frame. Being held by his collar.

<b>                                   BURGLAR
</b>
<b>                         I'M SORRY MAN! I-I-I WON'T EVER DO
</b>
<b>                         IT AGAIN! I'M SORR-OOOF!
</b>               BAM! - the leather fist of Nightwatcher slams Burglar back,
               tripping over an A/C duct. He tries to shield himself-
               REVERSE ANGLE - BOOM! - Nightwatcher lands in the FG.

<b>                                    IGHTWATCHER
</b>                         Funny how you jerks don't care
                         about crossing the line `til
                         someone else does it... all over
                         yer HEAD!
               Night hurls him back into a roof access door, denting it.
               Raph's loving this. Walks to the Burglar and picks him up.

<b>                                   BURGLAR
</b>                             (almost in tears)

<b>                         I'M SORRY! I'M SORRY!!!
</b>
<b>                                   NIGHTWATCHER
</b>                         Boy, oh boy, did YOU pick the wrong
                         night to be a criminal...
               Night cocks his fist just as-

<b>                                   CASEY (O.S.)
</b>                         Hey champ. You think you're being a
                         little rough on the guy?
                ight slowly turns around. Menacing. Casey's taken aback.

<b>          
</b>
<b>                           (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     51.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              CASEY
</b>                    Are you that Nightwatcher fella?
                        (beat - unimpressed)
                    A little smaller than I expected.

<b>                              RAPHAEL
</b>                        (inside helmet)
                    Case? No way!

<b>                              CASEY
</b>                        (poking Raph with bat)
                    I'm talkin' to you, pal. You think
                    you own these rooftops? Well, lemme
                    teach you a thing'r two.
                        (takes out bat)
                    Class is Pain 101. Meet your
                    instructor... Casey Jones.
          It's getting serious. Casey's bat is suddenly wrapped by
          Night's CHAIN, and pulled down. Raph's visor flips up.

<b>                              RAPHAEL
</b>
<b>                        (GRINNING)
</b>                    You keep on playing with fire,
                    little man, you might just get
                    burnt.

<b>                              CASEY
</b>                    Raph?! Is that you?!
                        (scans costume)
                    What-what are you doing?!

<b>                         THINKS)
</b>                    Are you pretending to be...
          ON RAPH - His eyes look around for an answer. Nothing.

<b>                               CASEY
</b>                    Why would you-
                         (finally gets it)
                    -oh.
                         (a beat)
                    So that would mean...
                         (then REALLY gets it)

<b>                    -OOOHHHHHH!
</b>          Raph smiles... the first genuine one he's had in a long time.

<b>                               RAPHAEL
</b>                    Yep.
          IN BG - The Burglar tries to get away. Casey and Raph both
          spy him. Look at each other. Mischievously grin as we-

<b>                                                          DISSOLVE TO:
</b>
<b>          
</b>
<b>                               (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                               (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       52.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          60                                                                60
</b>
<b>               EXT. ROOFTOPS - LATER
</b>
               CLOSE ON - The panicked face of the Burglar. CAM ROTATES to
               show him hanging upside-down. CAM WIDENS TO REVEAL he's bound
               by chains and dangling from a street lamp!
               CAM PANS UP THE BG BUILDING TO REACH - the two old friends
               sit perched on a high tower, surrounded by gargoyles. They
               blend right in. Both masks are off.

<b>                                   RAPHAEL
</b>                         I dunno, I just got tired of the
                         "nothing". Sitting around waiting
                         for some disaster to cross our
                         paths. Of us battling Utroms and
                         Triceratons or any other friggin'
                         creature... when there was still
                         some guy gettin' mugged 100 feet
                         above the lair. Just didn't seem
                         right. `Specially if we had the
                         means to do somethin' about it.
               Raph twirls a billy bat between his fingers. Stops.

<b>                                    RAPHAEL
</b>                         And we did... but turns out I was
                         the only one who was willing to do
                         it, tho. So I just saved up, bought
                         and tweaked a sweet bike, fitted
                         the costume and began moonlighting.

<b>                              BEAT)
</b>                         Papers called me "The
                         Nightwatcher", so I went with it.

<b>                                    C
</b>
<b>                                    ASEY
</b>                         "And a legend was born". So what
                         was your handle before that?

<b>                                   RAPHAEL
</b>                         I kinda liked "The Midnight
                         Marauder"...

<b>                                    CASEY
</b>                             (makes an "eww" face)
                         Stick with Nightwatcher, ninja boy.

<b>                             (THEN)
</b>                         The guys ever catch on?

<b>                                    RAPHAEL
</b>                         Pfft. You kiddin' me? Leo's been
                         away for, like, forever. And the
                         other two are so wrapped up in that
                         party business they'd never notice.

<b>                              BEAT)
</b>                         So what about you? How's things
                         with April? Haven't seen ya's since
                         you two moved in together...

<b>          
</b>
<b>                                                                       53.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   CASEY
</b>                         They're good... I guess. I dunno,
                         seems like all I do lately is just
                         make her upset. She used to laugh
                         so much... now it's mostly just
                         working all day, and coming home to
                         point out how I'm a screw up.
                             (points to hockey mask)
                         She doesn't like me doing this. And
                         I know she's pretending to not know
                         I'm out tonight. But she knows. And
                         she knows I know she knows.
                             (looks out at city)
                         Life just kinda got complicated
                         suddenly... y'know?

<b>                                   RAPHAEL
</b>                         Yer tellin' me...
               Casey looks at his old bud.

<b>                                   CASEY
</b>                         Raph?

<b>                                   RAPHAEL
</b>                         Yeah?

<b>                                   CASEY
</b>                         Nice to see ya, man.
               Raph acknowledges. The moment is broken by a HORRIBLE SHRIEK!

<b>                                   CASEY/RAPHAEL
</b>                         What was that?!
               They both spring to their feet and run to the back of the
               roof. They hear the scream AGAIN off in the distance.

<b>                                   RAPHAEL
</b>                         For old time's sake?

<b>                                   CASEY
</b>                         What the shell.
               ON RAPH - He stops, mid-replacement of his helmet.

<b>                                   RAPHAEL
</b>
<b>                             (DISAPPROVING)
</b>                         Bro. Seriously.

<b>          
</b>
<b>          
</b>
<b>               EXT. ROOFTOPS
</b>

<b>          61                                                               61
</b>               The two run and leap across the rooftops. Two vigilantes
               searching for the source of the scream. They finally reach a
               point where they don't hear it anymore.
               EDGE OF ROOFTOP - They look out. Silent.

<b>          
</b>
<b>                                                                  54.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              CASEY
</b>                    I think we lost it.

<b>                               RAPHAEL
</b>                    It's gotta be around here
                    somewhere.
          SCREEEEECH!!! - A large VAMPIRE-LIKE CREATURE flies up from
          the alley below and spreads its 30-foot wings!

<b>                              CASEY/RAPHAEL
</b>
<b>                    WAAAAAAAAAAAGGGHHHH!!!!!!!!
</b>          It's about to attack when - THUNKA-THUNKA-THUNKA - it's
          drilled with TRANQUILIZER DARTS from below! CHOOOM! - A
          grappling hook winds around its feet. The Creature struggles
          but is pulled down hard!

<b>                              CASEY
</b>
<b>                    WHAT'S GOIN' ON, RAPH?!
</b>
<b>                               RAPHAEL
</b>                    Did I mention we ran into a monster
                    last week?

<b>                              CASEY
</b>
<b>                    NO. NO, YOU KINDA FAILED TO TELL ME
</b>
<b>                    ABOUT THAT ONE, BUDDY!
</b>          They inch closer to the edge. Peek over.
          ON ALLEY - See the Four Generals putting a pounding on the
          Creature. They subdue it with all their hardware. The Foot
          stand guard, helping in the BG.

<b>                              CASEY
</b>                    The freakin' FOOT?!
                        (looks to Generals)
                    What about the walking statues?
                    Were you going to mention THOSE?!

<b>                              RAPHAEL
</b>                    Nope. Those are a first for me too.
                        (gets cocky)
                    We can take `em.
          One of the generals effortlessly picks up a TRASH DUMPSTER
          and wallops the Creature with one blow.

<b>                              CASEY
</b>                    On second thought...
          The Generals put the Creature in a cell. Wheel it to a
          TRANSPORTER VEHICLE as it drives away. They're just about to
          leave when-

<b>          S
</b>           HINK! - Casey accidentally knocks a tiny piece of rock from
          the ledge. It falls down - CLANG! - on a garbage can lid.

<b>          
</b>
<b>          6
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                      R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                      G
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       55.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               ON GENERALS - they turn around. Look up.
               GENERAL GATO POV - He scans the two. Organic Earth-based.

<b>                                       ENERAL GATO
</b>                         Witnesses.
               Aguila snarls and fires the tranq gun! Raph dives in front of
               Casey, taking the hit himself!

<b>                                    APHAEL
</b>
<b>                         AAAARRGGH!!!!!
</b>
<b>                                   GENERAL AGUILA
</b>                             (to Gato)
                         Fetch.
               Gato SMILES as the other three board a Transport Vehicle.

<b>                                      CASEY
</b>                         Not good.
               Raph takes out NINJA SMOKE PELLETS and throws them on the
               roof - FWOOM! When the smoke clears, Casey is standing there
               alone! Raph is 10 feet away as Casey flinches and takes off
               too.

<b>                                   NIGHTWATCHER
</b>                         You ever heard of smoke pellets?

<b>                                   CASEY
</b>                         Hey - you're the ninja, not me!
               BOOM! - Gato lands up on the roof and quickly gives chase!
               They can't lose him, even when they drop to street level.

<b>          
</b>
<b>          
</b>
<b>               EXT. NEW YORK CITY STREETS - MOMENTS LATER
</b>

<b>           2                                                                62
</b>               Raph and Casey are tearing ass through the alleyways, trying
               to escape the thing that's close on their tail.

<b>                                   CASEY
</b>
<b>                         WHAT WERE THOSE THINGS, RAPH?!
</b>               Raph ignores him, looking for a street sign. Then he sees it -
               56th Street.

<b>                                      RAPHAEL
</b>                         Bingo.
               Raphael quickly dashes left through TRAFFIC!
               DOWN ALLEY BEHIND THEM - BOOM BOOM BOOM - We see Gato
               bounding down the wall, almost in a four-legged run,
               occasionally jumping off walls at incredible speeds! A true
               jaguar. It leaps through the traffic as well.

<b>          
</b>
<b>                                C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  56.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          UNDER A BRIDGE - Raph points up and - CHOOP! - hits a remote
          that lowers his MOTORCYCLE.

<b>                              CASEY
</b>                    What are we gonna do, Raph? WHAT

<b>                    ARE WE GONNA-
</b>                        (sees bike)
                    -hey, cool ride.

<b>                                RAPHAEL
</b>                    Hop on.
          Raph leaves Gato in a cloud of dust... but not for long. Gato
          clamors along... keeping up with the weaving bike! In the
          fray, Casey looses his mask... as it gets trampled by Gato.
          It's an insane chase, with Raph trying to lose him as Casey
          swings his bat, trying to stave off the Stone General.
          Suddenly - THUNK!
          A circular OBSIDIAN BLADE lands in his wooden bat. He looks
          at it.

<b>                                CASEY
</b>                    Um, Raph?
          Raph sees the blade! They manage to switch positions in mid-
          ride, with Casey driving and Raph in back. Raph throws kicks
          and punches at their pursuer when he closes in.
          The chase takes them to a PARKING GARAGE as they circle
          upwards, Gato jumping from car to car, still on their tails!
          ROOFTOP - They're trapped. He doesn't have a hope... aside
          from jumping the bike to the next roof!

<b>                               ASEY
</b>
<b>                    T
</b>                     hisiscrazythisiscrazythisiscrazy.
          He lets out the clutch as they make the jump! WHAM! - Sparks
          and crucial pieces fly off the undercarriage. They both look
          back at Gato up and away at the top of the structure.

<b>                              CASEY
</b>
<b>                    SUCK ON THAT, ROCK FACE!
</b>                        (Gato leaves edge)

<b>                    THAT'S WHAT I THOUGHT, PUNK!
</b>          ...and then -thumpthumpthump- Gato JUMPS DOWN TOWARD THEM!

<b>                                CASEY
</b>                    Oh crap.
          Casey guns it - BUT THE BIKE DOESN'T WORK ANYMORE - as Gato
          is in mid-air, taking off. Casey grabs the weakening Raph and
          drags him off.

<b>          
</b>
<b>                                   C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                         57.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          63                                                                  63
</b>
<b>               EXT. ROOFTOP BEHIND LARGE LETTER SIGN - CONTINUOUS
</b>
               Gato lands and patrols the roof... almost SNIFFING them out.
               Casey and Raph are barely hidden inside a rooftop shack.
               Suddenly - BOOM! - Gato finds them. He tries to smash through
               the steel door with his bare hands!
               Raph leans his body into the door as a last ditch effort.
               He's taking a pounding as the door is denting with each slam
               by Gato. Casey tries to help as well.
               Gato comes close to breaking in. Very tense. Then-
               -the LIGHT on his exo-suit begins to STROBE. A signal. A
               signal to return home. He surveys quickly... then runs off.
               Casey and Raph fall out. Both shell-shocked.

<b>                                    ASEY
</b>                         Okay, so it was great seein' ya
                         again, Raph.

<b>                             (BEAT)
</b>                         Raph?
               ON RAPHAEL - He's got a dart in his shoulder, obsidian disks
               stuck in his shell, and has collapsed unconscious.

<b>                                   CASEY
</b>                         Gotta get you someplace safe, pal.
                         And then, then I need to go buy
                         some new undies.

<b>                                                                    CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. APRIL AND CASEY'S LOFT APARTMENT - LATER
</b>

<b>          64                                                                  64
</b>               April is finishing up with her workout. She hears the fire
               escape outside of the building and the window slide open.

<b>                                   APRIL
</b>                         Casey, I think we need to talk.
                             (turns around)
                         I don't want- whoa.
               OFF HER LOOK - Casey is standing there, bracing the near-
               unconscious Raph, now without his Nightwatcher garb.

<b>                                   CASEY
</b>                         Could use a little... help here...

<b>                                    RAPHAEL
</b>
<b>                             (WEAK)
</b>                         Hey April... how ya been?

<b>          
</b>
<b>                                      M
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                        58.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               Raph passes out as we-

<b>                                                                 WIPE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          65                                                                 65
</b>
<b>               INT. TURTLES LAIR - KITCHEN
</b>
               Splinter and the other three are finishing up dinner. They
               close the pizza box.

<b>                                    ICHAELANGELO
</b>                         My compliments to zee chef.

<b>                             (BEAT)
</b>                         Le brrrraaaaaaapp!
               Mikey walks to the fridge of leftover birthday cake.

<b>                                   MICHAELANGELO
</b>                         Anyone for dessert?

<b>                                      EVERYONE
</b>                                (sick of cake)

<b>                         NO!!
</b>               The phone suddenly rings. Don rushes over to the jury-rigged
               payphone on the wall.

<b>                                    DONATELLO
</b>
<b>                         COWABUNGA-CARL-PARTY-SERVICES-
</b>                         Cowabunga-dude.
                             (face falls)
                         Waita-slow down April.
                         What happened to Raph?

<b>                             (BEAT)
</b>                         We'll be right there.

<b>                                                             SMASH CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. APRIL AND CASEY'S LOFT APARTMENT - LATER
</b>

<b>          66                                                                 66
</b>               ON WINDOW - One by one, Leo, Don and Mikey slip into the
               window. They spot Raph on the futon, being tended to by April

<b>                                    M
</b>               and Casey. Mikey looks around.

<b>                                    ICHAELANGELO
</b>                         Whoa... I am in the wrong line of
                         work. Nice pad, kids.
               Don immediately starts checking Raph out.

<b>                                   DONATELLO
</b>                         His vital signs seem to be okay.
                             (opens his eye)
                         Pupil dilation is normal.
               Raph weakly pushes Donnie's head away.

<b>          
</b>
<b>          C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  59.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              RAPHAEL
</b>
<b>                        (WEAKLY)
</b>                    Get the... frig offa me.

<b>                               DONATELLO
</b>                    Temper is normal too.
                        (to others)
                    He's going to be fine. Health-wise,
                    I mean. Otherwise, he's still the
                    same old Raph.

<b>                        (BEAT)
</b>                    Whoa.
          ON RAPH'S SHELL - Two Obsidian Disks are wedged in his back
          with a Tranquilizer Dart. Donnie wedges out the Obsidian Disk
          with pliers.
           LOSE ON - Disk. It's beautiful and deadly. Don examines.

<b>                              DONATELLO
</b>                    Some sort of stone... probably
                    obsidian, I think.

<b>                        (CLOSER)
</b>                    There's an engraving on it.
                    Looks... South American. Aztec? No.
                    It's definitely not Mayan.
          April swallows hard.

<b>                              APRIL
</b>                    It can't be.

<b>                              DONATELLO
</b>                    What can't be, April?
          April sits down on the floor with the disk. Trying to figure
          things out. Casey leans down to her.

<b>                              CASEY
</b>                    Would it help things if I said that
                    we were being chased by a one of
                    those statues you collected for
                    that Winters guy?
          ON APRIL - Her mouth is agape.

<b>                              MICHAELANGELO
</b>                    I'd say that's a big ten-four.

<b>                              APRIL
</b>
<b>                        (MUTTERING)
</b>                    It's just a myth... a legend.

<b>                        (CLOSER)
</b>                    It can't be.

<b>          
</b>
<b>                        (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                    60.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                               CASEY
</b>                    And I suppose that bringing up the
                    thirty-foot flying monster would
                    probably just push this over the
                    edge, huh?
          ON APRIL - She slowly turns to Casey. Floored.

<b>                              LEONARDO
</b>                    What are you talking about Casey?

<b>                              CASEY
</b>                    Just some story this Winters guy
                    told us. It all started down in
                    South America. Long before the
                    Ashmecks and the Macaroons.

<b>                              APRIL
</b>                    Azteks and Mayans.

<b>                              CASEY
</b>                    That's what i said.

<b>                              APRIL
</b>                    Sit down, Jones.
                        (to group)
                    So there was this guy call Yaotl...
          CAM PANS TO THE RIGHT - As it passes a FG element, the screen
          dips to black. We hear sounds of a violent BATTLE. Monsters
          shrieking. Blades clashing. April's retelling Winters' story.

<b>                                                         DIP TO BLACK:
</b>          Everyone is gathered around as April finishes. Mikey, in
          particular, is hunched over, intent. Casey, like before, has
          fallen asleep. Silence for a beat. Then-

<b>                              MICHAELANGELO
</b>                    Well?! WHAT NEXT?!!!

<b>                              APRIL
</b>                    No one knows. The legend stops
                    there.

<b>                         THINKS)
</b>                    But it's just a legend.
          Donnie studies the tranq dart under a magnifying glass of
          April's.

<b>                              DONATELLO
</b>                    The micro-tech of this dart is
                    astounding. The molybdenum is of a
                    grade only found in a few select
                    markets... not to mention it's
                    current stock is going for a little
                    more than two-grand an ounce right
                    now.

<b>                              (MORE)
</b>
<b>          
</b>
<b>                              L
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              D
</b>
<b>          
</b>
<b>          
</b>
<b>                              L
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  61.
</b>                              DONATELLO(cont'd)
                        (looks up)
                    What? I dabble in the market.

<b>                               EONARDO
</b>                    So what do we have? We have someone
                    with a lot of money.

<b>                               ONATELLO
</b>                    Access to technology... and the
                    means to produce it to exact specs.

<b>                              RAPHAEL
</b>                    Not to mention having a keen
                    interest in these monsters... and
                    them four stone jokers.

<b>                              DONATELLO
</b>                    If you ask me, it all somehow
                    points to Winters Corp.

<b>                              LEONARDO
</b>                    How do you figure that, Donnie?
          Donatello looks up with MAGNIFYING GOGGLES on. Sarcastic.

<b>                              DONATELLO
</b>                    Hello? "Genius"?
                        (a beat)
                    Well, that, and the fact that this
                    part has a Winters Corporation logo
                    on it.

<b>                               EONARDO
</b>                    Do you think he's trying to
                    recreate the events from back then?

<b>                              RAPHAEL
</b>                    Well, what would you do with an
                    army of monsters?

<b>                              MICHAELANGELO
</b>                    Well, aside from having your own
                    wrestling league, I dunno... MAYBE

<b>                    TAKE OVER THE WORLD?
</b>
<b>                              LEONARDO
</b>                    Do bad guys still try to do that?

<b>                               DONATELLO
</b>                    Yes, however they're usually
                    mortgage re-fi companies.

<b>                        (THEN)
</b>                    What about it, April? You just
                    finished working with the guy,
                    right? Does it make sense?

<b>                              APRIL
</b>                    Guys! It's a legend!

<b>          
</b>
<b>                              R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     62.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              MICHAELANGELO
</b>                    Is that "legend" like the ginormous
                    freakin' hairball that attacked us?

<b>                               APHAEL
</b>                    Or "legend" like the moving statues
                    and flying creature that attacked
                    me n' Casey?

<b>                              APRIL
</b>                    Okay. Fine. I'll help for now...
                    until we prove you're all insane.

<b>                              LEONARDO
</b>                    Or until we prove Winters is up to
                    something more than collecting art.

<b>                              DONATELLO
</b>                    I'll work with April and see if
                    these Stars of Kikin she told us
                    about can give us any clues.

<b>                              RAPHAEL
</b>                    I say we just storm the castle and
                    face this jerk in person!

<b>                              LEONARDO
</b>                    Raph, that would be the worst idea
                    yet. We hang back. Analyze.
                    Formulate a plan, THEN storm your
                    castle. Are we clear?
          Tense stare off between Raph and Leo. Raph moves anyway.
          Casey stops him. Quieter moment.

<b>                               CASEY
</b>                    Raph. Don't do it, man.

<b>                        (BEAT)
</b>                    I spent my whole life running out
                    of rooms ticked off at the world. I
                    wish I could take most of `em back.
                    Sometimes, just takin' a breather
                    is the best thing to do.
          ON APRIL - She's listening to Casey... maybe her man-boy is
          growing up. Raph knows he can't win.

<b>                              RAPHAEL
</b>                    Yeah... whatever.
           - and bolts out the door.

<b>                                                            CUT TO:
</b>
<b>          
</b>
<b>                                   A
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          63.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          67                                                                67
</b>
<b>               INT. SEWERS - MOMENTS LATER
</b>
               Cam is moving fast... really fast down the pipes. Raph
               EXPLODES into frame, running faster than us. He lifts up a
               BACK PACK... He pulls it open, revealing his Night gear.
               - as he grabs an overhead PIPE and flips up and outta sight.

<b>          
</b>
<b>          
</b>
<b>               EXT. STAR-FILLED SKY - NIGHT
</b>

<b>          68                                                                68
</b>               We see the same stars we've been tracking move closer into
               alignment... only now it means so much more to us. CAM
               LOWERS, as we find ourselves-

<b>          6
</b>
<b>          
</b>
<b>           9                                                                69
</b>
<b>               INT. TURTLES LAIR - EVENING
</b>
               Donnie looks through a thick book on ASTRONOMY.

<b>                                    PRIL (O.S.)
</b>                         Think this is all of them, Donnie.
               ON DOOR - April walks in, holding a 3-foot-high stack of
               yellowed documents.

<b>                                   APRIL
</b>                         I cleaned out my archives on
                         ancient South America. Might have
                         found something useful.
               She takes out a hand-drawn map.

<b>                                   APRIL
</b>                         A map of the stars, as recorded by
                         an Aztec Shaman. They pinpoint the
                         location of the Stars of Kikin...
                         even though the names changed.

<b>                                   DONATELLO
</b>                         For use in an Aztec calendar.
                             (picks up map)
                         So, if we can cross-reference our
                         current star field, positioning of
                         the Stars of Kikin and backtrack
                         positioning based off of the Aztec

<b>                         CALENDAR-
</b>
<b>                                   APRIL
</b>                         -along with taking into account the
                         point of origin of the first
                         occurrence, we should know where
                         another portal could take place.
                             (to herself)
                         Max, what are you up to?

<b>          
</b>
<b>                                                                          64.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               Leo paces back and forth in the main area. Splinter walks in.
               Mikey plays video games on the main TV.

<b>                                   SPLINTER
</b>                         Leonardo, time cannot be moved
                         faster by wearing a groove in our
                         floor.

<b>                                   MICHAELANGELO
</b>                         Seriously, dude. We're all
                         stressed. Try to chill.

<b>                                   LEONARDO
</b>                         You're playing video games on the
                         possible eve of Armageddon, Mikey.

<b>                                   MICHAELANGELO
</b>
<b>                             (INSULTED)
</b>                         But I never said I was having fun.
               Leo looks at the clock.

<b>                                   LEONARDO
</b>                         Where's Raph?

<b>                                   SPLINTER
</b>                         Leonardo, a true leader knows the
                         virtue of patience... and when to
                         stop exercising it.

<b>                                   DONATELLO
</b>                         We're almost done, Leo. You might
                         want to go get him... If you can
                         find him, that is.
               Leo looks at Splinter, clearly feeling leadership pressure
               and Raph's absence makes it worse. He leaves the lair.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. NYC SHORELINE - NIGHT
</b>

<b>          70                                                                70
</b>               Relatively peaceful. A few freighters off in the distance.
               Tall dry grass rustles in the wind, as we see a-
               - TREASURE HUNTER - A stocky middle-aged FAT MAN with a
               clicking metal detector. Big goofy earphones cover his ears.

<b>                                   TREASURE HUNTER
</b>
<b>                             (SINGING)
</b>                         Monay, monay, monay, MONAYYYY
                             (really high-pitched, bad)
                         ...monay!
               POV FROM WATER - Steadicam shot, watching the man patrol
               under the light of the moon.

<b>          
</b>
<b>                                   W
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               P
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          65.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               The clicking intensifies. He follows the signal for twenty
               feet. Drops to the ground and digs the sand...

<b>               .
</b>                ..and comes up with a old unopened CAN OF SARDINES.

<b>                                   TREASURE HUNTER
</b>                         Pfft. Figgers.
               He turns to leave the beach.

<b>                                   TREASURE HUNTER
</b>                         Lousy metal detector. "Happy
                         Anniversary" present, my big fat
                         keister.
               He HURLS the can of sardines over his shoulder. Only, instead
               of hearing a tiny SPLASH from it hitting the water... we hear
               a snarling CRUNCH and TINNY-CHEWING.
               The man stops in his tracks. He turns his head around.
               CLOSE ON - Man's face, eyes wide in shock. Cam pulls back,
               slowing just as the crown of a GNARLY SKULL crests the bottom
               of the screen.
               PTOOEY! - The tin "key" is spit back onto the sand. He bolts.

<b>                                   TREASURE HUNTER
</b>
<b>                         AAAAAAAAGGGHHHHH!!!!!!
</b>
<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS PENTHOUSE - NIGHT
</b>

<b>          71                                                                71
</b>               It's dark. Barely lit in the hallways of the top private
               floors of Winters Tower.
               The camera travels the long and ornate hallways. Decorated in
               a different sense than the main building... in a sense of
               family, tradition and legacy.
                ictures spanning centuries in age. Some photos. Some
               portraits. Families. Loved ones.

<b>          
</b>
<b>          
</b>
<b>          72                                                                72
</b>
<b>               INT. WINTERS STUDY - CONTINUOUS
</b>
               Cam continues until we find a high-backed chair parked in
               front of an oversized blazing FIREPLACE.
               ON CHAIR - Winters sits. Tired. Sullen. Sipping brandy. Looks
               above the fireplace and lifts his snifter in a toast.

<b>                                    INTERS
</b>                         To picking up the pieces.

<b>          
</b>
<b>                                                                          66.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               ABOVE FIREPLACE - is a suit of armor... THE suit of armor of
               none other than Yaotl the Conqueror. He looks at it with
               heavy thought. Then-

<b>                                   WINTERS
</b>                         What is it?
               Winters doesn't turn around. Stays in E-FG. Cam adjusts to
               show the shape of GENERAL AGUILA in the doorway.

<b>                                   GENERAL AGUILA
</b>                         Two creatures remain, my lord.
               A long beat. Winters closes his eyes.

<b>                                    WINTERS
</b>                         Well, by all means then. Let's
                         finish it.
               ON AGUILA - He squints. Deep in thought and not sharing.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. ROOFTOPS - NIGHT
</b>

<b>          73                                                                73
</b>               Nightwatcher runs along the rooftops. He pauses. He lifts his
               visor to feel the night air on his face. He sees WINTERS
               TOWER in the distance... practically egging him on.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. PETE'S DINER - CONTINUOUS
</b>

<b>          74                                                                74
</b>               Classic Diner design, Pete's Diner is closed for the evening.
               The last light goes out.

<b>          
</b>
<b>          
</b>
<b>               INT. PETE'S DINER - CONTINUOUS
</b>

<b>          75                                                                75
</b>               A greasy DINER COOK finishes cleaning up the tables. He
               suddenly hears a noise in the back. Big CLANK.
               KITCHEN - He walks to the back. He hears the noise... now
               from inside the WALK-IN FREEZER. He slowly approaches it.
               ANOTHER NOISE. He moves to open
               INSIDE OF FREEZER - the door slowly opens. The man's face
               peers in. His eyes go WIDE. He SCREAMS!!!

<b>          
</b>
<b>          
</b>
<b>               EXT. ROOFTOPS - CONTINUOUS
</b>

<b>          76                                                                76
</b>               Nightwatcher hears the scream. Runs to the source and looks
               down at Pete's Diner. Sees the commotion inside. Uses his
               bolo chain and a power cable to form a ZIP LINE down the
               street as-

<b>          
</b>
<b>                                                                       67.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          77                                                               77
</b>
<b>               INT. PETE'S DINER - MOMENTS LATER
</b>
               -KERSMASH! He goes through the front window! He stands, cat-
               like. Ready for anything. The room is only lit by the neon
               signage behind the counter. Suddenly -
               Night creeps to the freezer. He can hear the CHEWING and the
               SNARLING behind the thick door. He takes out a spiked brass-
               knuckle. Ready. Places a hand on the door... and opens it.
               ON DOORWAY - The creature is huddled over a pile of frozen
               meat. Chewing with pieces flying everywhere. Disgusting. It
               turns around - monkey-like and ferocious looking DEMON... but
               "cute" in a bizarre kinda way. Music builds as go-
               WIDER ON SIDE VIEW - Night stands there. The horrible demon
               creature suddenly jumps out of the freezer too! Face off with
               Raph as we realize-
               -it's only THREE FEET TALL!

<b>                                   NIGHTWATCHER
</b>                         Hey there little fella. All that
                         commotion for just little ole y-
               The Demon SCREAMS! It jumps Night, slamming him to the floor
               behind a row of tables!

<b>                                   NIGHTWATCHER (O.S.)
</b>
<b>                         WAHH! OOOF! AAAGGH! OW!! WHOAAA!!!
</b>               Plates, glasses and utensils fly everywhere, smashing all
               over the diner as the Demon pummels him.
               CLOSE ON NIGHT - The Demon is jumping up and down, slamming
               his helmeted head repeatedly to the floor! It lunges forward,
               mouth open as Night backhands it with a PLATE. The Demon
               jumps back and up, landing on a rotating CEILING FAN.

<b>               T
</b>                he creature lunges down again, but this time, Night is
               ready. He fights back. Like fighting with a Chihuahua hopped
               up on cocaine.
               A break in the fight. The creature has disappeared. Night
               knows he's there. He preps. Grabs his SMOKE PELLETS from his
               pocket. And waits... until...
               ...the Demon swoops in for another attack! Mouth open, fangs
               bared as Night tosses the smoke pellets inside!
               WIDE - POOOMPH! POOOMPH! POOOMPH! The pellets explode in its
               mouth, sending smoke shooting out of it's nostrils, ears and
               eyes! It shrieks, flying out of the Diner!

<b>          
</b>
<b>          A
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  68.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              NIGHTWATCHER
</b>                        (victory taunting)
                    Yeah! That's what I thought! Don't
                    mess with the Nightwatcher!
          Night turns. His helmet is still on. He hits his LIGHTS on
          the side of his head to see through the thick smoke. He finds
          the DINER COOK huddled behind the counter. Night looks scary.

<b>                              DINER COOK
</b>                    Pl-pl-please don't hurt me!

<b>                               NIGHTWATCHER
</b>                    Whattaya talkin' about? I JUST

<b>                    SAVED YOU!
</b>
<b>                              DINER COOK
</b>                    Please, sir. I have kids.
          Night looks around. He sees the CASH REGISTER on the floor.
          He picks it up, puts it on the counter.

<b>                              NIGHTWATCHER
</b>                    There ya go, pal. Make sure this is
                    safe. HEY - YOU HEARIN' ME?

<b>                              DINER COOK
</b>
<b>                    TAKE IT! JUST TAKE IT! DON'T HURT
</b>
<b>                    ME, PLEASE!
</b>
<b>                              NIGHTWATCHER
</b>
<b>                    LISTEN! I DON'T WANT YER FRIGGIN'
</b>
<b>                    CASH! WHY DOES EVERYONE HAVE SUCH A
</b>
<b>                    HARD TIME BELIEVIN' I'M A GOOD GUY?
</b>                        (points threatening)

<b>                    I JUST SAVED YOUR STINKIN' LIFE!
</b>          Sudddenly - SHINK! - a THROWING STAR is lodged in the cash
          register till! Night jumps. Looks out the window.
          CAM PULLS WAY WAY BACK, REALLY FAST - Out the Diner and to
          the rooftop across the street... and over the green shoulders
          of LEO.
           ll he sees is a panicked man and the large shape of
          Nightwatcher standing over him, holding the register.
          CLOSE ON LEO - He's fuming. Staring down at Nightwatcher. The
          frustration of the last few days pent up inside of him.

<b>          B
</b>           ACK IN DINER - Night slowly lays down the register. Trying
          to figure out his next move.

<b>                              NIGHTWATCHER
</b>                    This night just keeps gettin'
                    better n' better...

<b>          
</b>
<b>               H
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                         69.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               Tense stand-off as... Night suddenly bolts out the back as
               Leo bolts the roof in hot pursuit!

<b>          
</b>
<b>          
</b>
<b>          78                                                                78
</b>
<b>               EXT. NEW YORK CITY STREETS - CONTINUOUS
</b>
               Night tears down the streets and through back alleys. Leo
               keeps up with him effortlessly, hurling an assortment of
               THROWING STARS his way.
               Night suddenly DASHES OUT into traffic! Jumping over passing
               cars from roof to roof!

<b>                                   LEONARDO
</b>                         Nice try, amateur.
               Leo crosses the busy street while still maintaining his
               secrecy. Zip lines through power lines, avoids an oncoming
               bus, and flips back onto a cable.
                e swings and manages to snag Nightwatcher in mid-leap!

<b>                                   LEONARDO
</b>                         Oof! You're a heavy boy, aren't
                         you?
               They both land on a fire escape, as Night clamors to the top.
               Leo wastes no time in catching up.

<b>          
</b>
<b>          
</b>
<b>          79                                                                79
</b>
<b>               EXT. ROOFTOPS - CONTINUOUS
</b>
               The chase continues. Night giving it his all, and Leo keeping
               up pretty easily. He throws Leo a pretty strong curveball,
               and Leo barely recovers.

<b>                                   LEONARDO
</b>                         Okay, someone's been training
                         pretty hard.
               It begins to spit rain - and becomes a FRANK MILLER DOWNPOUR.

<b>          
</b>
<b>          
</b>
<b>               EXT. ROOFTOP DEAD END - CONTINUOUS
</b>

<b>          80                                                                80
</b>               Night reaches an area that's a DEAD END. One side of the
               buildings has a LARGE LETTERED SIGN facing away. Fills the
               rooftop with silhouettes. No choice but to turn around...
               ...as Leo slows to a stop at the other end of the building.

<b>                                   LEONARDO
</b>                         I want you to know that I
                         appreciate your intentions. But you
                         can't change the world like this.
               INSIDE HELMET - All we hear is rain pouring. Raph can't hear
               Leo - just sees him wagging his finger at him.

<b>          
</b>
<b>                                                                     70.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              NIGHTWATCHER
</b>                        (to himself in helmet)

<b>                              L
</b>                    Oh god. He's lecturing.

<b>                               EONARDO
</b>                        (now audible)
                    ...so I'm going to give you one
                    chance to just walk away and stop
                    this vigilante nonsense.
          Leo unsheathes his two katanas. Raph can't hear him.

<b>                              NIGHTWATCHER
</b>                        (to himself in helmet)
                    Okay, Leo. Wanna play?
          Nightwatcher drops TWIN BOLOS. He twirls them with
          expertise... then motions for Leo to fight. Charge at each
          other, running through the rain, weapons drawn.
          They fight. Hard. And with expertise. Two masters duking it
          out. It surprises Leo. It fills Night with more adrenaline.
          There's a break. They circle like tigers. Renewing attacks.
          Night knows every one of Leo's moves, and counters in turn.

<b>                              LEONARDO
</b>                    What? How did you-
          ...then he starts goading him on. Pushing Leo. Prodding.
          Making him MAD. ...and then Leo fights back. HARD.
          Night can't keep up. Leo uses every bit of his control,
          restraint and expertise. He surgically slices the bind under
          Night's helmet. He jumps on top of the vigilante.

<b>                              LEONARDO
</b>                    Goodnight, dark prince.
          Leo UPPERCUTS Night, knocking his helmet off! His face
          falls... IT'S RAPHAEL! Leo pales.

<b>                              LEONARDO
</b>                    R-raph?

<b>                        (THINKS)
</b>                    What?
          But Raph doesn't feel like explaining. Refuses defeat.

<b>                              RAPHAEL
</b>
<b>                    AAAAAAAAGHH!!
</b>          He mule kicks Leo back. Leo tumbles back, still in shock.
          They yell at each other through the pouring rain.

<b>          
</b>
<b>                                                                          71.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   RAPHAEL
</b>                         You're so friggin' smug! You think
                         the world revolves around YOU,
                         dontcha? That we couldn't POSSIBLY
                         survive without the mighty and
                         powerful Leonardo to guide us
                         through our problems, HUH?!

<b>                             (PACES)
</b>                         Well, I gotta newsflash for ya - we
                         got along just fine without you.

<b>                                   LEONARDO
</b>                         I was training! Training to be a
                         better leader! For you! Why do you
                         hate me for that?!

<b>                                   RAPHAEL
</b>                         ...and whoever said I wanted to be
                         led? I shoulda gone on that
                         training!

<b>                                   LEONARDO
</b>
<b>                         Y
</b>                          OU WEREN'T READY! You're impatient
                         and hot-tempered! And more
                         importantly... I'm better than you.
               Raph stops in his tracks. Reaches behind his back... and
               pulls out his TWIN SAIS. He flips them to the front.

<b>                                   RAPHAEL
</b>                         Well, big brother, I'd have to
                         disagree with you on that one.
               Raph takes a ready stance. Leo does too. And they fight.
               Brother vs. brother. Katana vs. Sai. Technique vs. Heart.

<b>          
</b>
<b>          
</b>
<b>               EXT. ALLEYWAY - CONTINUOUS
</b>

<b>          81                                                                81
</b>               In another part of the city, the Generals have caught the
               Demon from Pete's Diner. As they carry him to the caravan,
               their RADIO COMM goes off.

<b>                                   KARAI (O.S.)
</b>                         The Foot report of strange activity
                         five blocks north of your location.

<b>                                   GENERAL SERPIENTE
</b>                         The final creature.

<b>          
</b>
<b>          
</b>
<b>               EXT. ROOFTOP DEAD END - CONTINUOUS
</b>

<b>          82                                                                82
</b>               Camera RISES UP until we reach the rooftop where Leo and Raph
               continue to duke it out in the rain.
               They battle. In the end, Raph becomes an uncontrollable ball
               of anger, unleashing everything on Leo.

<b>          
</b>
<b>                                   R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          72.
</b>
<b>          
</b>
<b>          
</b>               It ends with Raph pinning Leo to the ground... holding a sai

<b>               MILLIMETERS FROM HIS EYEBALL!
</b>               Tense. Raph shakes. He looks like he's going to do it... then
               stops. He collapses back. Almost ashamed of what he's done.
               Leo just can't believe that Raph bested him. They pant
               heavily. The rain dies down.
               Raph RUNS AWAY, across a few rooftops. Away from his brother.
               He suddenly STOPS and looks back at Leo, small in the
               distance.
               CLOSE ON LEO - A SHADOW suddenly falls over him. He looks up
               to see the FOUR GENERALS surrounding him. He tries to fight
               back... but is too wiped from Raph.
               GATO POV - "reading" Leo on the ground. He frowns.

<b>                                   GENERAL GATO
</b>                         It is neither monster nor human.
               CLOSE ON AGUILA - He manages a small smile.

<b>                                   GENERAL AGUILA
</b>                         Then he shall perfectly serve our
                         purposes... let us inform our
                         commander that the final creature
                         has been captured.
               ON RAPH - He sees the commotion from afar... as Leo gets
               TRANQUILIZED with the Generals' dart cannon.

<b>                                   RAPHAEL
</b>
<b>                         LEO!!!
</b>               Raph runs closer as the Generals lower to the ground and
               drive off. Raph jumps from rooftop to rooftop to try and
               catch his brother.

<b>                                   RAPHAEL
</b>
<b>                         L
</b>                          eo!!! Hang on!!
               But the Caravan is too fast, and eventually loses Raph.

<b>                                    APHAEL
</b>
<b>                         NOOOOOOOO!!!!
</b>               Raph gets weak and collapses to his knees on the roof. The
               sun begins to rise. He has to return to the sewer.

<b>                                                                    CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. TURTLES LAIR - MORNING
</b>

<b>          83                                                                  83
</b>               April and Don are poring over books at the kitchen. Mikey
               paces behind them. Raph storms in, barrels past them all.

<b>          
</b>
<b>               S
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       73.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          84                                                                84
</b>
<b>               INT. TURTLES LAIR - TRAINING DOJO
</b>
               Raphael walks to Splinter, practicing himself in the dojo.
               Raph holds his Sais in one hand, his bolo chain in the other.
               Clenches both tight.

<b>                                   SPLINTER
</b>                         Raphael? What is the matter?

<b>                                   RAPHAEL
</b>
<b>                             (RANTING)
</b>                         I was out, and did... something...
                         something happened and I- ARRRGH!!!
               Raphael picks up a HEAVY WEIGHT and hurls is across the dojo.
               Splinter is unfazed, but he won't take any more.

<b>                                   SPLINTER
</b>                         Raphael! Kneel.
               Raph stops. Breathing heavy. Falls in line - walking to
               Splinter and dropping to his knees in front of his father.

<b>                                   RAPHAEL
</b>                         I did something... I did something
                         really stupid, Master Splinter.

<b>                                    SPLINTER
</b>                         Go on...

<b>                                   RAPHAEL
</b>
<b>                             (SEMI-RAMBLING)
</b>                         I know why you chose him now. I
                         know that there's a reason why he's
                         the better son and I'm not.

<b>                             (THINKS)
</b>                         And I think I made things worse
                         tonight.
                             (beat - calming down)
                         A WHOLE lot worse... I know you
                         must be ashamed of me, father.
               Raphael is lost in his guilt. Splinter kneels in front of
               Raph.

<b>                                   SPLINTER
</b>                         Raphael. You always bear the
                         world's problems on your shoulders.
                         It is an admirable quality when you
                         are a protector of others...
                plinter gently lays a hand on Raph's shoulder.

<b>          
</b>
<b>                                                                       74.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   SPLINTER
</b>                         But you must realize that while, at
                         times, you may not be my favorite
                         student, it does not mean that you
                         are my least favorite son.
               Raphael looks up. Having not thought of it that way.

<b>                                   SPLINTER
</b>                         You are strong, passionate and
                         loyal to a fault. These are the
                         merits of a great leader as well...
                         but only when tempered with
                         compassion and humility.

<b>                                   RAPHAEL
</b>                         But Master Splinter, I messed up
                         big tonight... I mean BIG.
               Splinter chews on this.

<b>                                   SPLINTER
</b>                         Leonardo? R

<b>                                       APHAEL
</b>                                (beat, ashamed)
                         Yes.
               Splinter is grim. Nods. But he moves on.

<b>                                   SPLINTER
</b>                         Well then, I believe your brothers
                         may be in need of a leader.
               Raphael looks up. Finally, his shot. He holds his SAIS in one
               hand, and his BOLO CHAIN in the other. Ninja Turtle vs.
               Nightwatcher. He grips them both hard. He drops the chain.

<b>                                   RAPHAEL
</b>                         Thank you... father.
               Mikey bursts in the door, frantic.

<b>                                    MICHAELANGELO
</b>                         Dudes. I think you're gonna want to
                         check this out.

<b>                             (BEAT)
</b>                         Where's Leo?
               Raph and Splinter share a look. Raph has to tell the others.

<b>          
</b>
<b>          
</b>
<b>               INT. TURTLES LAIR - MOMENTS LATER
</b>

<b>          85                                                             85
</b>               April and Donnie sift through their charts and calculations.

<b>          
</b>
<b>                                                                   75.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                               DONATELLO
</b>                    So, the first time that this portal
                    was opened, the Stars of Kikin
                    aligned...
                        (sketches on high tech

<b>                         SCREEN)
</b>                    ...and that's why it occurred in
                    that specific South American
                    region.
                        (more doodles)
                    Now if we take into account the
                    continual rotation of the Earth
                    since then, as well as the gradual
                    celestial shift that's happened and
                    been recorded over... well, over
                    the course of that mountain of
                    books over there... we now know our
                    new location.
          Donnie's drawn a NEW LINE from the alignment of the stars.
          April elbows Casey to wake him up.

<b>                               APRIL
</b>                    Precisely at 40.748 degrees
                    latitude and -073.985 Degrees
                    longitude.
          ON OTHERS - HUH?! Mikey air - calculates math in bg.

<b>                              DONATELLO
</b>                    New York City.

<b>                              APRIL
</b>                    Winters Tower.

<b>                              DONATELLO
</b>                    And the alignment is due to occur
                    in precisely-
                        (checks watch)
                    - well... tonight.
          It sits in the room. Heavy.

<b>                              MICHAELANGELO
</b>                    But without Leo... what do we do?
          No one answers. Splinter looks to Raph. Raph steps up.

<b>                              RAPHAEL
</b>                    We rescue our brother... and save
                    New York City.
          Splinter stands to his side.

<b>                                SPLINTER
</b>                    Together.

<b>                                                            CUT TO:
</b>
<b>          
</b>
<b>               -
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          8
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                         76.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          86                                                                 86
</b>
<b>               EXT. WINTERS TOWER - SUNSET
</b>
               DARK STORM CLOUDS gather over Winters Tower. A horrible
               electrical storm is brewing.

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS LOBBY - CONTINUOUS
</b>

<b>           7                                                                 87
</b>               The lobby has changed. Shots establishing the jury-rigged
               nature of Winters Tower.
               - The large Aztec-like calendar on the lobby floor suddenly
               SPLITS and slides open, creating a 100 foot circle in the
               middle. Underneath is the TOWERS CELL BASEMENT.

<b>               -
</b>                 The   disk in the basement is suddenly RAISED up to the lobby
               area,   replacing the slick marble design with an antiquated
               stone   version. Only now, THIRTEEN CREATURE CELLS surround the
               disk.   Very ceremonial.
               - Finally, Winters' office elevator LOWERS from high above.
               He's in the actual ceremonial gear worn by Yaotl years ago.
               He holds the helmet to his side. Very serious. He looks over
               his now-ceremonial lobby... satisfied.
                 PUSH IN on one cell, as Leo sits hunched over, unconscious
               and helpless...

<b>                                                             SMASH CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               INT. APRIL AND CASEY'S LOFT APARTMENT
</b>

<b>          88                                                                 88
</b>               Quick shots of April and Casey gearing up. Casey with his off-
               the-shelf sporting gear. April with sleek-looking Japanese
               combat gear and weaponry.
               They both emerge from their rooms, dressed to kill. Casey's
               jaw drops as we scope out April.

<b>                                     CASEY
</b>                           Wow.

<b>                                     APRIL
</b>                               (models it)
                           Picked it up on my last trip to
                           Japan. You... like it?

<b>                                     CASEY
</b>                           Oh... oh yeah.
               They share the moment. Seeing what they forgot about each
               other when they first met. It's enough for them to smile.

<b>                                     APRIL
</b>                           Where's your mask?

<b>          
</b>
<b>                                      M
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               E
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       77.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   CASEY
</b>                             (faking confusion)
                         Mask? What mask?
               April runs into the other room and comes back with her hands
               behind her back. She takes out a NEW MASK for Casey - cool,
               crisp and a badass paintjob.

<b>                                      CASEY
</b>                         No way...

<b>                                   APRIL
</b>                         I was saving it for our
                         anniversary.

<b>                                      CASEY
</b>
<b>                             (BEAT)
</b>                         Thanks.
               Almost awkward as Casey leans forward and is about to kiss
               her... Then a MUSICAL TUNE (first bar of the TMNT series)
               plays on a car horn outside, interrupting them again.

<b>                                   APRIL
</b>                         That's our ride.

<b>          
</b>
<b>          
</b>
<b>          89                                                                89
</b>
<b>               INT. VEHICLE - NIGHT
</b>
               CAM PULLS BACK from the back seat. Everyone is in "the zone".
               Splinter and Don sit in the back seat. Pulling further toward
               the front, we see April and Casey.
                nd on Raph in passenger seat and Mikey driving.

<b>                                    RAPHAEL
</b>                         You know I ain't much on speeches.

<b>                             (BEAT)
</b>                         But we can do this. Leo, or no Leo.
                             (looks around)
                         Not because of our individual
                         strengths... but because of how we
                         function as a team.

<b>                                    ICHAELANGELO
</b>                         I love you man.

<b>                                   RAPHAEL
</b>                         Don't push it.
                             (to April)
                         April, this is going to be
                         dangerous. You sure you're in?

<b>                                   APRIL
</b>                         I feel responsible, fellas. I found
                         the Generals for him.

<b>          
</b>
<b>               O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          78.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               CAM CONTINUES TO PULL OUT - as the familiar jingle of
               Cowabunga Carl fades in and we see the Cowabunga Carl Party

<b>                                    R
</b>               Van in full view.

<b>                                    APHAEL (O.S.)
</b>                         Nice an' incognito there, Mikey.

<b>                                   MICHAELANGELO (O.S.)
</b>                         Well, I didn't see you offering any
                         suggestions... besides-
                             (imitates Splinter)
                         - a true ninja can hide in plain
                         sight, my son!

<b>                                   SPLINTER (O.S.)
</b>                         I heard that!
               Van takes off as the CAMERA SLOWS in the street, watching it
               drive away. NYC civilians point to the sky, worried. PUSH IN
               on a TV/STEREO STORE WINDOW - Simon's Electronics.
               ON TV - Broadcasting a news report. Weather alert. Black
               clouds brew over head.

<b>                                   BUBBLY WEATHER REPORTER (O.C.)
</b>                         Scientists are calling it the
                         fiercest storm of the new
                         millennium, with Dopler Radar
                         readings coming in off the charts.
                         Authorities are imposing a curfew
                         to avoid possible civilian harm.
                         Stay tuned for more in minutes.
               FURTHER DOWN THE STREET - We see Winters Tower and the
               darkest clouds of all beginning to collect overhead.

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS LOBBY
</b>

<b>          90                                                                90
</b>               Winters stands with Four Generals in his office, overseeing
               the portal. Ready.

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS GARDEN - MOMENTS LATER
</b>

<b>          91                                                                91
</b>               Karai walks down the center path of the garden, flanked by a
               DOZEN FOOT NINJA. She motions for them to take position.

<b>                                   KARAI
</b>                         As ordered - no one gets in. No one
                         interferes. No one bears witness.
               SUDDENLY - the security alarm from the front gate BUZZES.
               Karai waits a beat. It buzzes again. She walks to the
               SECURITY PANEL by the front gate.
                N MONITOR - We see CASEY standing there, obscured by a LARGE
               WOODEN CRATE IN FRONT OF HIM. Karai coldly opens the gate.

<b>          
</b>
<b>          C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                   79.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              KARAI
</b>                    May I help you?

<b>                              CASEY
</b>                    Yeah, hey, I was supposed   to drop
                    this off for Mr. Winters.   If I
                    don't get this done, I am   majorly
                    in the doghouse. You know   what I'm
                    sayin', right? Right?
          The two stare at each other as the CAM ANGLES BEHIND KARAI -
          she's holding a KATANA SWORD behind her back!
           AM DOLLIES OVERHEAD as we see that Casey is packing MAJOR
          sports gear "heat" on his end too. Both don't let on.

<b>                              KARAI
</b>                    Please come in, then.

<b>                              CASEY
</b>                    Really!?
                        (beat - gets composed)
                    I mean, "but of course".
          Casey wheels the crate inside. The gate closes only KARAI HAS
          NOW DISAPPEARED! Casey opens the front hatch, revealing Don,
          Raph, Mikey, April and Splinter.

<b>                               R
</b>
<b>                               APHAEL
</b>                    Let's NEVER do this again.
                        (waves hand in front of
                         nose, glares at MIkey)
                    And who did that?!

<b>                              MICHAELANGELO
</b>                    What?! Why does everyone always
                    call ME out?
          A long beat. Then...

<b>                              SPLINTER
</b>                    I apologize my sons.
          Everyone looks at sheepish Splinter. A beat. Suddenly-
          WIDER - The empty garden begins to move. CREEPY, as DOZENS OF
          FOOT NINJA begin to rise out of the shadows and slink toward
          our heroes, surrounding them.
          KARAI makes a dramatic entrance, landing in front of April
          and Casey. Tense beat.

<b>                              CASEY
</b>                    I suppose this is where we all take
                    out our sharp and pointy things?

<b>                              KARAI
</b>                    You suppose correctly.

<b>          
</b>
<b>                                    W
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                       80.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               ON HEROES - As they all draw their weapons. HIGH ANGLE as the
               Foot all draw theirs. Stand-off. Raph twirls his sais.

<b>                                   RAPHAEL
</b>                         I am SO gonna enjoy this...

<b>          
</b>
<b>          
</b>
<b>          92                                                             92
</b>
<b>               INT. WINTERS TOWER
</b>
               Winters walks along all the cells - a final check. He
               examines one of the cells.
               PUSH IN - it's LEO. He's slowly waking up - groggy. Muttering
               incoherently. He PASSES OUT AGAIN.

<b>          
</b>
<b>          
</b>
<b>          93                                                             93
</b>
<b>               EXT. WINTERS PARK
</b>
               We finally get to see how much of an ass-kicker Master
               Splinter is. Same with April, who squares off against Karai.
               They fight hard. April ends up cornered, about to be skewered
               by her blade when...
               -CLUNK! She wobbles and then passes out. When Karai falls out
               of frame, she reveals CASEY JONES a hundred yards behind her
               holding his HOCKEY STICK! April frowns.

<b>                                   APRIL
</b>                         I had the situation under control.

<b>                                   CASEY
</b>
<b>                             (SMIRKS)
</b>                         You're welcome.
               Mikey fights the most like Jackie Chan - comical maneuvers
               backed by solid-hitting blows. Don uses his bo-staff in 1001
               different ways, both offensively and defensively.
               Casey is enjoying the hell out of it. High flying, adrenaline
               rush. He even catches April checking him out, and vice versa.
               April suddenly spots an opening to the front doors!

<b>                                   APRIL
</b>                         Guys! Front door is open. Now!
               They all charge the front door!

<b>          
</b>
<b>          
</b>
<b>               INT. WINTERS TOWER
</b>

<b>          94                                                             94
</b>               Winters is happy. He looks up to the heavens. Checks a time
               piece. Winters begins chanting ANCIENT MAGICK/SPELLS. Looks
               up through the opening in the middle of the building.

<b>                                    INTERS
</b>
<b>                             (THEN)
</b>
<b>                         YESSSSSSS!!!!
</b>
<b>          
</b>
<b>                                                                       81.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               The cam PULLS UP through the building. Up over NYC. Through
               the clouds... and into space until we pass all ALIGNED STARS.

<b>               S
</b>                PACE - The final star drifts into position. A LIGHT BURST
               EFFECT travels down each star, headed to Earth.
               BACK IN LOBBY - The light burst flies into the lobby and hits
               the circle in the middle of all the monsters' cells.
               ON CIRCLE - The pieces suddenly start to move around. Almost
               like a sliding puzzle. Then they start to randomly SINK
               further into the ground. Light pours out of them, until all
               of them give way to create THE PORTAL.
               POV OFFICE ABOVE - Each of the Thirteen Cells LIGHT UP to
               acknowledge their contents. 1... 2... 3...

<b>                                   WINTERS
</b>                         Finally... finally!
               ON GENERALS - they're still. Emotionless.
               The light sequence gets to Leo's cell... it doesn't light up.

<b>                                    WINTERS
</b>                         What?
               His mind reels. Looks down at the cells. Nothing. Then it
               hits him like a ton of bricks. He turns to the Generals...

<b>                                   WINTERS
</b>                         What did you do?!

<b>          
</b>
<b>          
</b>
<b>          95                                                                95
</b>
<b>               INT. WINTERS LOBBY
</b>
               Our six Heroes all tear into the lobby. They turn back, an
               army of ninjas closing in on them!

<b>                                   MICHAELANGELO
</b>                         What do we do, dudes?!

<b>                                   DONATELLO
</b>                         I'm working on it.
               Raph grips his sais with renewed strength. Casey looks
               around, putting things together mentally. Tension builds!

<b>                                   RAPHAEL
</b>                         We get ready for round two.
               ON CASEY IN CORNER - He reaches into his back, takes out a
               hockey stick and - SMASH!!! - kills a LOBBY VASE. Suddenly,
               sirens blare as the OUTSIDE BUILDING SECURITY SHUTTERS SLAM
               DOWN just like in Act I!
               The Ninjas are locked out!

<b>          
</b>
<b>                                                                    82.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              RAPHAEL
</b>                    Yeah!
          Everyone high fives Casey. Except April. She smiles.

<b>                              APRIL
</b>                    Nice work, Jones.

<b>                              CASEY
</b>                    I have my moments...

<b>                              DONATELLO
</b>                    Look!
          OFF DON'S LOOK - the mayhem builds at the other end of the
          vast lobby. The cells are glowing. The portal worsens.

<b>                               DONATELLO
</b>                    And that would be the swirling
                    vortex to another world, I assume.

<b>                        (BEAT)
</b>                    Cool.
          They all run over. Mikey runs to a cell.

<b>                              MICHAELANGELO
</b>                    Leo! Is that you?
          RAARRGH! - A claw swoops out. He dodges out of the way.

<b>                              MICHAELANGELO
</b>                    I guess that would be a "no".
          ON RAPH - He finds Leo!

<b>                              DONATELLO
</b>                    Out of the way, please.

<b>          D
</b>           on places a small EXPLOSIVE on a key lock. Raph pulls Leo
          out. LIFELESS.

<b>                              RAPHAEL
</b>                    Hey buddy! Come on, man. Leo,
                    please wake up!
          Raph holds Leo in his lap on the floor. Looks like Leo is
          DEAD. Raph's head falls low, as...

<b>                              LEONARDO (O.S.)
</b>                    Wh-wh-what took you s-so long?
          WIDER - Leo is alive. Coughs and slowly gets his strength
          back. Stands up. He and Raph look at each other. Leo can only
          imagine what Raph's been through to rescue him. A beat.

<b>                              RAPHAEL
</b>                    Listen, I - I'm sorry.

<b>          
</b>
<b>          9
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               .
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                         83.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>               Leo forgives him. Moment is suddenly broken by an OS

<b>               SMASH!!!!
</b>               ANGLE UP - As WINTERS is thrown out the window of his
               elevator office! He heads straight for a sword wielding
               BRONZE STATUE... particularly the sword part. Closer...
               closer... and...
                ..just misses it. WHUMP! He crashes onto the floor.

<b>               MOTIONLESS.
</b>               ON GROUP - They just stare at him. Back up to the office,
               nearly 150 feet above them.
               ON BALCONY ABOVE - Aguila looks down. Snarls.

<b>          
</b>
<b>          
</b>
<b>           6                                                               96
</b>
<b>               INT. WINTERS LOBBY
</b>
               Winters' body still lays on the floor. This is bad.

<b>                                   CASEY
</b>                         Is he... is he dead?
               Mikey takes out a hockey stick from Casey's bag and pokes
               Winters' limp body. Nothing.

<b>                                   MICHAELANGELO
</b>                         Yup. He's WAY dead, dude.
               WINTERS GASPS FOR AIR! Startles everyone in the room.
               ON EVERYONE - Their faces all drop as Winters stands up in
               his mini-crater, brushes himself off and is perfectly fine!
               Winters' mind is racing a mile a minute. Doesn't even notice
               those around him.

<b>                                   WINTERS
</b>
<b>                             (GROANS)
</b>               Raph can't take it any more. He draws his sais and thrusts
               them at Winters. THAT gets his attention. Winters looks up in
               awe at seeing the mutated freaks in front of him.

<b>                                   WINTERS
</b>                         Fascinating...

<b>                                   SPLINTER
</b>                         Mister Winters. We mean you no
                         harm.

<b>                                   RAPHAEL
</b>                         No harm?! Whatever! I'm about to
                         give you piercin's in places you
                         never imagined if you don't tell us
                         what's going on.

<b>          
</b>
<b>               O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>               O
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          84.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   WINTERS
</b>                         We were so close... so close.
               Winters collapses on the floor. Head in hands.

<b>                                   WINTERS
</b>                         This was our chance. We could have
                         changed it all.

<b>                                   APRIL
</b>                         We know everything Max. We know
                         you're trying to recreate what
                         Yaotl started 3000 years ago.
                N WINTERS - He looks up. Sees April. Exhausted, as we-

<b>                                                                WIPE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. FLASHBACK BATTLEFIELD - NIGHT
</b>

<b>          97                                                                97
</b>               The same red-tinted battlefield we left in Winter's
               flashback. Monsters are leaping through the hoards.

<b>                                    W
</b>
<b>                                    INTERS (V.O.)
</b>                         There are things, Miss O'Neil, no
                         one could possibly know...
               Camera pushes in on YAOTL and his Four Generals high on a
               hill, surveying the action.
               ON YAOTL - He takes off his helmet... IT'S WINTERS HIMSELF.

<b>                                   WINTERS (V.O.)
</b>                         It was I who stood on that
                         battlefield all those years ago.
               Winters/Yaotl looks out at the death and destruction. He
               looks shocked, surprised.
               A SHADOW falls over Winters body. He looks up - it's a
               ceremonial SHAMAN from their enemies' camp.

<b>                                   WINTERS (V.O.)
</b>                         And we had to pay a price.
               The Shaman makes hand gestures, chanting. Winters is pulled
               up in the air, and in a crackle of red electricity, we see
               him become... grayer.
                N GENERALS - Same electricity. Different effect. They
               scream, slowly turned into STONE. Cracks form on their
               bodies, light shooting out of it.

<b>                                   WINTERS (V.O.)
</b>                         We were cursed that day. My four
                         comrades-in-arms were turned into
                         stone.

<b>                                   (MORE)
</b>
<b>          
</b>
<b>          B
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  85.
</b>                               WINTERS(cont'd)
                    Cursed to live on this Earth...
                    immobile... yet fully aware at all
                    times to ponder the crimes we've
                    committed.
          ON WINTERS - He stands on the battlefield. Alone. As he
          walks, the CAM MOVES around him. During this, we X-DISSOLVE
          BETWEEN A FEW SELECT TIME PERIODS between then and now.

<b>                              WINTERS (V.O.)
</b>                    My curse was to live... forever. To
                    feel the pain of losing love time
                    and time again. Of boredom. The
                    pain... of time.
           ACK IN PRESENT DAY. Winters stops walking...

<b>                              WINTERS
</b>                    We were doomed to live this way
                    until, as the Shaman put it, "you
                    corrected the mistakes of your
                    past".
                        (gestures to the lobby)
                    That's what this is about. Penance,
                    Miss O'Neil. Finally getting a
                    chance to right our wrongs.

<b>                              GENERAL AGUILA (O.S.)
</b>                    Our master fails to include crucial
                    points in his tale.
          ON SHADOWS - The Four Generals thump forward.

<b>                              GENERAL AGUILA
</b>                    He fails to discuss the petrified
                    agony of three thousand years.

<b>                              GENERAL SERPIENTE
</b>                    Of the torture of taking CENTURIES
                    to merely blink an eye!

<b>                              GENERAL GATO
</b>                    Of watching the erosion of your own
                    body throughout centuries.

<b>                               GENERAL AGUILA
</b>                    So, while our great leader basked
                    in the warmth of the sun and the
                    glory of fresh air... we rotted in
                    the stone hell that lasted
                    throughout Wmillennia.

<b>                               INTERS
</b>                    My brothers, I-

<b>                              GENERAL AGUILA
</b>                    WE ARE NO BROTHERS TO YOU! Our
                    brotherhood was broken the day that
                    you condemned us to this eternity.

<b>          
</b>
<b>                        (
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     86.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          ON DOORS - CAM PULLS BACK ALONG DOORS as each one is barely
          forced open and dozens of Foot Ninjas pile in the lobby!
          Karai comes to FG of group. Surveys as the scene continues.

<b>                              GENERAL GATO
</b>                    And now, our Master has tired of
                    feeding on the nectar of life. Of
                    loving his entire life. Of FEELING.
                        (gestures to portal)
                    So he prefers to end it all. End
                    HIS "misery" at the expense of
                    ours.
          Aguila walks to the cells. The portal writhes in the bg,
          sinking into the floor.

<b>                              GENERAL AGUILA
</b>                    But thanks to his cunning, his
                    technology, we are now capable of
                    LIVING... we have now become-
                        (close, creepy)
                    - gods.

<b>                              GENERAL SERPIENTE
</b>                    And we shall finish what we began
                    all those years ago. We will
                    finally have our victory.

<b>                              GENERAL GATO
</b>                    Even with one monster still free,
                    the curse can never be broken!

<b>                              GENERAL AGUILA
</b>                        (to Winters)
                    Join us. Join us Yaotl, and live a
                    life eternal with us at your side!
          ON WINTERS - He waits. A beat.

<b>                              WINTERS
</b>                    Never. This was our opportunity! We
                    were wrong! Don't you understand?!

<b>                               GENERAL AGUILA
</b>
<b>                    NO! YOU WERE WRONG.
</b>
<b>                         BEAT)
</b>                    And you are weak.

<b>                              GENERAL AGUILA
</b>                        (to Karai)
                    Destroy them.
          Karai sees Winters' condition. Clearly getting screwed by the
          very beings who have been nothing but hostile toward her and
          her Foot Clan. She suddenly GESTURES WITH HER HANDS -
          military/ninja style.

<b>          
</b>
<b>                                                                          87.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   APRIL
</b>                         What does THAT mean?

<b>                                   KARAI
</b>                         It means we're going to help you.
               WIDER - 40 Foot Ninja disperse around out of the building,
               leaving Karai and 4 Foot Ninja behind.

<b>                                   KARAI
</b>                         My soldiers will find the
                         thirteenth monster. And you will
                         bring it back here. Hurry - we
                         don't have much time.
               Karai runs off. April looks over at Winters. He nods, still
               hurting. April takes off after Karai, leaving Casey behind
               with the Four Foot. They run out into the garden, just in
               time to see the other Foot disappear into the night.

<b>                                   CASEY
</b>                         I got shotgun!
               BACK ON GENERALS - They move toward Winters! The Turtles
               quickly look at one another. Know what they have to do.
               They all leap in the way, standing between Winters and his
               backstabbing Generals.
               Aguila moves forward to Leo. Raph steps in beside him,
               defiant. Then Mikey. Then Don.

<b>                                   RAPHAEL
</b>                         If you mess with one of us-
                             (looks around)
                         -you mess with all of us.
               Aguila smiles at their chutzpa.

<b>                                   GENERAL AGUILA
</b>                         Challenge accepted.
          97   The Portal worsens behind them. Sound and sight. The Eight 97
               are ready to fight.
               ...and the fight BEGINS! The Turtles leap, pounce and strike
               with all the exuberance and intensity they've ever had.
               Winters moves to help the Turtles.
               Suddenly a WALKING STICK across his chest stops him!

<b>                                   SPLINTER
</b>                         They must face them alone. As
                         brothers.
               Winters debates it in his head for a beat - WHAM! - a
               tentacle from the portal slams down next to him!

<b>          
</b>
<b>                                                                          88.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                   WINTERS
</b>                         Alright. We have more important
                         things to do!
               ON PORTAL - A small DEMON makes its way out of the portal!
               Winters runs and flips through the air and then CLOBBERS IT
               with his bare hands, sending it back down!
               He lands on the other side.

<b>                                   WINTERS
</b>                         Help me push the cells into the
                         portal!
               Splinter does as the two masters also manage to lay some
               smackdown on any emerging creature out of the portal.

<b>                                                                 CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>               EXT. NEW YORK CITY STREETS
</b>

<b>          98                                                                98
</b>
<b>                                   CASEY (O.S.)
</b>                         This has got to be the suckiest
                         vehicle to save the world with.
               - as the Cowabunga Carl van roars around the corner. Tinkling
               musical notes chime along with the speed. Appropriately lame
               and embarrassing.
               INSIDE VAN - Casey drives, as April, Karai and Four Foot are
               crammed in the back. Awkward silence.

<b>                                   CASEY
</b>                         So... anybody from out of town?

<b>               W
</b>
<b>                E BEGIN TO INTERCUT BACK AND FORTH BETWEEN THE LOBBY FIGHT,
</b>
<b>               AND CASEY/APRIL MONSTER CHASE...
</b>               LOBBY - The combatants all pair off for their final battle.
               Utter commotion. Mikey is paired with Serpiente.
               Donnie is paired with the General Mono. He uses his quick
               speed and expert staff against the hammer-weilding Statue.
               Leo fights with Gato. He can't dodge him. He's too fast. Leo
               lands a lucky blow, but Gato recoils - BOOM! Leo's knocked
               shell-first into a large GLASS DISPLAY CASE filled with
               swords and bladed weapons of all kinds.

<b>                                   LEONARDO
</b>                         Come to daddy.
               MOMENTS LATER - SMASH! - Leo steps out, ready for action.
               Strapped with a dozen swords tucked all over his body. He
               pulls them out randomly as needed throughout the fight.

<b>          
</b>
<b>                              C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                              C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                  89.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          Raph and Aguila duke it out in and around the MONSTER CELLS.
          It's a Jackie Chan-inspired sequence, where they have to be
          aware of their environment to avoid defeat.

<b>                              RAPHAEL
</b>                    Sensei! How you guys doing?!
          ON SPLINTER AND WINTERS - The portal is pulling the cells in.
          About five more to go. Splinter also flips around and takes
          out another demon trying to escape. Splinter actually seems
          to be having FUN.

<b>                              SPLINTER
</b>                    Wonderful, my son. WONDERFUL!
          BACK WITH APRIL AND CASEY - Rush the streets of NYC.

<b>                              KARAI
</b>                    My troops have located the final
                    monster. At the harbor docks.

<b>                               ASEY
</b>                    Oh, I got this one covered.
          Casey GUNS IT for the pier, music tinkling. CAM ZOOMS AHEAD
          THROUGH THE STREETS until it reaches the pier. CAM CRANES
          over the harbor warehouses until we see -
          - the 13th monster! Looks like a land-locked GIANT CROCODILE.
          It appears unconscious - a hundred or so TRANQ DARTS sticking
          out of it's back. The Van pulls onto the scene.

<b>          I
</b>           NSIDE THE VAN - Everyone is in shock. The ninjas look at
          each other.

<b>                               ASEY
</b>                    Huh. Now there's somethin' you
                    don't see every day...
          They pile out of the van.

<b>                              CASEY
</b>                        (off of monster)
                    Well, I guess we have to figure out
                    how to get handsome here back to
                    Winters' Tower.

<b>                              KARAI
</b>                    We should tie it to the van and
                    drag it back.

<b>                              CASEY
</b>                    Wow. You're... hard core.
          ON CREATURE - A Foot Ninja stands next to the lifeless body.
          As he turns his head he doesn't see THE CREATURE'S EYE OPEN!

<b>          
</b>
<b>                                                                  90.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          WIDER - The creature stands up as everyone turns to see. The
          creature DOG SHAKES his hide, sending the tranq darts flying
          everywhere! They slam into the walls like shrapnel.
          ON FOOT - As they dive out of the way. One gets hit with a
          dart in the chest. Looks down. Passes out.

<b>                                CASEY
</b>                    Incoming!
          ON VAN - As they open the doors to act as shields as - THUNKA
          THUNK THUNK - darts stick in the door!
          ON CREATURE - He's now standing... and dying to chase
          something. It GROWLS/SCREAMS as they all pile into the van!
          Casey immediately throws it in reverse and starts peeling
          back on the pier, barely staying out of the clutches of the
          creature smashing the pier in front of them. Get to the end
          and spin the vehicle around.

<b>                              APRIL
</b>
<b>                    FAST! GO FAST NOW!!!
</b>          Casey guns it, the 12-foot creature mere inches away!
          STARS IN SKY - Karai sees the stars are slowly moving out of
          alignment. Losing time fast.
          BACK IN LOBBY - CRANE DOWN on Winters and Splinter. On the
          last full cell.
          ON PORTAL - A pair of LARGE EYES are threatening to come out.
          In the BG, dozens of winged DEMONS fly around inside.

<b>                              LEONARDO
</b>                    They better hurry with that last
                    monster!

<b>                              RAPHAEL
</b>                    I'm sure my man Casey's got it all
                    under control...

<b>                              LEONARDO
</b>                    That's what I'm afraid of.
          BACK WITH VAN - CLOSE ON CASEY'S FACE - As he's screaming his
          guts out.

<b>                              CASEY
</b>
<b>                    I GOTTA TELL YA... I'M, UH, I'M
</b>
<b>                    STILL NOT SURE THAT THIS WAS THE
</b>
<b>                    BEST IDEA!!!!
</b>          WIDER - We see that he's on top of the Van, acting as LIVE
          BAIT to attract the creature! It's working too! The creature
          pounces along like an awkward greyhound run. April drives.

<b>          
</b>
<b>                              R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     91.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          Casey is throwing SPORTS EQUIPMENT at it from his large
          hockey bag. The creature is catching and eating it all.
          INSIDE VAN - Casey slips in.

<b>                              APRIL
</b>                    What are you doing in here?!

<b>                              CASEY
</b>                    Ran outta food.
          They all look out the back window as the creature pounds
          closer and closer...
          BACK IN LOBBY - The Turtles and Generals are at a standstill.
          Turtles all get thrown into a pile between the Generals.

<b>                               APHAEL
</b>                    Listen. I'm the last guy to sound
                    like a TV cartoon, but I think we
                    need to work together.

<b>                              MICHAELANGELO
</b>                    Teamwork. The more you know...
          Don clocks Mikey behind the head.

<b>                              LEONARDO
</b>
<b>                        (TEASING)
</b>                    Why Raph, no solo act tonight?
          Raph grins. They stand, backs to back... finally as a TEAM.
          They trust one another, and their efficiency shows.
          ON PORTAL - More tentacles begin to come out. More claws
          surround the surface edges.
          ON TMNT - The music swells. The brothers act and think as
          one. The way they should. They way they will from now on.
          ON SPLINTER - As cam PUSHES IN, he stands up. Seeing his
          sons. As one. As BROTHERS. He smiles.

<b>                              SPLINTER
</b>                    Yes. Yes, my sons.
          The Generals can't keep up. It's enough to distract them to
          make mistakes the TMNT take advantage of.
          ON WINTERS - Sees the portal light beginning to SHRINK!
          Because of the TMNT's moves, the Generals are now on the
          precipice of the Portal, being pulled back. They struggle to
          stand.
          The brothers look at each other. The place is violent with a
          whirlwind and screaming Monsters.

<b>          
</b>
<b>          T
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                     92.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                RAPHAEL
</b>                      So who wants ta call it a day?

<b>                                  LEONARDO
</b>                      I'm in.

<b>                                DONATELLO
</b>                      Affirmative.

<b>                                MICHAELANGELO
</b>                      Roger dodger, dude.
          The   TMNT launch into their FINAL ATTACK - perfectly in synch
          and   take out each of the Generals, knocking them back into
          the   PORTAL! They're plucked out of mid-air by cloudy tendrils
          and   pulled back!
          The Turtles collapse onto the floor, back to the portal.
          Silent. Splinter runs over to them.

<b>                                SPLINTER
</b>                      My sons, I am so proud of you all.
          Then - BOOM! - the Generals' ARMS slam onto the ridge of the
          portal - BEGINNING TO CLIMB OUT! The Turtles jump back.

<b>                                TURTLES
</b>
<b>                      WAAAHHHHH/OHMIGOD!/WHOOAAA!!!
</b>
<b>                                GENERAL AGUILA
</b>                      Silly children. We are immortals
                      made of stone! The Earth has only
                      BEGUN to feel our wrath!
          The brothers are screwed. They can't stop the Generals. Until-
          BEHIND TURTLES - Glowing headlights grow larger. Closer. As -
          KERSMASH!!! The Van flies through the lobby, musical chime
          and all, being trailed by the Creature! April clips a corner
          as the vehicle spins out of the path.
           he Creature tries to stop, but can't on the marble floor. It
          falls, sliding, clicking its claws trying to stop!

<b>                                  WINTERS
</b>
<b>                      LOOK OUT!
</b>          Winters dives in and pushes the Turtles out of way as the
          Creature flies in and knocks the Generals back into the
          Portal! The Cloud Tendrils grab a hold of it and pull it back
          into the Portal!
          ON STARS - The Stars move out of alignment, ending the cycle.
          ON PORTAL - It begins to close. The Generals struggle to get
          out, only now, we see they are HUMAN... their curse broken...
          and an eternity of pain and suffering ahead of them.

<b>          
</b>
<b>                                                                  93.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          Aguila tries to fight his way out of the portal.

<b>                              GENERAL AGUILA
</b>
<b>                    YOU CANNOT DEFEAT US! WE-
</b>          WHAM! - Raph and Leo team-roundhouse him back into oblivion!

<b>                              RAPHAEL
</b>                    I thought he'd never shut up.
          WIDER - The portal EXPLODES in a upwards funnel. Silence.

<b>                              MICHAELANGELO
</b>
<b>                    HOLY CRAP!!!
</b>
<b>                                 RAPHAEL
</b>
<b>                    WE DID IT!
</b>
<b>                              TURTLES
</b>
<b>                    YEAH! WHOOHOO! WE DID IT!
</b>          The brothers high five one another. Splinter smiles proud.
          ON VAN - Dusty and smoking. The door clangs open. Casey piles
          out. Karai comes next and accidentally FALLS on Casey in a
          very compromising position! She slyly smiles. April falls out
          last beside them.

<b>                              CASEY
</b>                        (caught - looks at both)
                    Oh. I, uh -
          HUHN! - Casey tosses Karai off of him. April's eye cocks.

<b>                              APRIL
</b>                    Don't try to tell me for one second
                    that you didn't enjoy tha-
          Casey just grabs her, cutting her off and they kiss. Like
          they should have been kissing all along.
          They stop. Noses close. Smile. They pull apart, revealing
          MIKEY standing there. Watching them all gooey-eyed.

<b>                              MICHAELANGELO
</b>
<b>                    AWWWWWW....
</b>          Raph and Leo look at each other. A beat. Then hug. Brothers
          again. Dialogue would just ruin this moment.
          Splinter walks over to them. CAM ADJUSTS to show Karai and
          the Foot Ninja standing there. Silence. Finally, Karai steps
          forward -

<b>                              KARAI
</b>                    You are every bit the warriors I
                    was informed you were. You have
                    passed.

<b>          
</b>
<b>                                                                  94.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>          ON TMNT - they're confused.

<b>                              LEONARDO
</b>                    Passed what?

<b>                              RAPHAEL
</b>                    You know us?

<b>                              KARAI
</b>                    I've known OF you for some time.
                        (beat, to Leo's question)
                    Savor your victory tonight. For
                    soon we will have further business
                    together.

<b>                              SPLINTER
</b>                    What kind of business?

<b>                              KARAI
</b>                    The kind that involves familiar
                    faces from your past...
          ON TURTLES - They all look at each other.

<b>                              RAPHAEL
</b>                    She doesn't mean...
          They look back - and see Karai and the Foot have DISAPPEARED.
          Raph looks over at WINTERS. He's hunched over in the corner.
          Can't tell what's going on. They walk over slowly.

<b>                               RAPHAEL
</b>                    Winters?
          ON WINTERS - Looks like he's sobbing. They get concerned.
          Then the sobs turn to LAUGHING. He stands up. His hand is
          spotted red with his M
                               own BLOOD from a cut on his cheek.

<b>                               ICHAELANGELO
</b>                    I'm never usually that happy to be
                    bleeding.

<b>                              DONATELLO
</b>                    You would be if you were an
                    immortal who couldn't bleed for
                    three thousand years...
          Winters looks at all the Turtles.

<b>                              WINTERS
</b>                    Thank you. Thank you from the
                    bottom of my heart. You've made a
                    very old man, very very happy.

<b>                              MICHAELANGELO
</b>                    So, um, what happens now?

<b>          
</b>
<b>                                    R
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                   C
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                        95.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>                ON WINTERS - He just SMILES. Content. Finally at peace. As he
                ages thousands of years in front of us... eventually turning
                to DUST and blowing away.

<b>                                    MICHAELANGELO
</b>                          Okay... just a little bit creepy.

<b>                              (SNEEZES)
</b>                          Oh gawd. I think he's in my n-n-

<b>                          ATTCHOOOOO!! OH GROSS!!!
</b>                CAM PULLS BACK, out of the building, onto the street. See the
                destruction. The clearing skies. THE SUNRISE.

<b>                                                                    UT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>                INT. TURTLES LAIR - EVENING
</b>

<b>          99                                                                 99
</b>                Raph comes to Splinter's room.

<b>                                     APHAEL
</b>                          You wanted to see me Sensei?

<b>                                    SPLINTER
</b>                          Sit down, Raphael.

<b>                                    RAPHAEL
</b>                          Thank you, Master Splinter, for
                          your guidance.
                              (thinks, humble)
                          I can only hope that one day, I
                          will be able to begin the next
                          stage of my training like Leo.
                Splinter smiles. Reaches into a box and takes out a similar
                MEDALLION to the one given to Leonardo.

<b>                                     SPLINTER
</b>                          That, my son, you already have.

<b>                              (BEAT)
</b>                          Our training works in mysterious
                          ways. But the answer that lies in
                          all our questions... is family.
                Raph beams as he accepts the "badge". He excitedly stands up.
                Splinter looks to the hallway where his eyes meet Leo's. They
                exchange knowing smiles as Splinter winks and we-

<b>                                                              DISSOLVE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>                INT. TURTLES LAIR - LATER
</b>

<b>          100                                                            100
</b>                A ROCKIN' NUMBER PLAYS as we cap everyone's adventures.
                Splinter walks through the lair. It's empty. He walks past
                their "trophy room". He places the ornate head of WINTERS'
                CANE on the shelf.

<b>          
</b>
<b>                                    L
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                    S
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>
<b>                                                                          96.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>                He sits down to meditate. But first reaches into his robe and
                pulls out a TIN FOIL PACKAGE. He opens it up and smiles.

<b>                                     PLINTER
</b>                          Ahh. Double chocolate fudge.

<b>                                                                   WIPE TO:
</b>
<b>          
</b>
<b>          
</b>
<b>          101                                                               101
</b>
<b>                EXT. ROOFTOPS - NIGHT
</b>
                Mikey and Don are on the rooftops. Leo and Raph join them on
                top. Leo and Raph have an aside to themselves.

<b>                                    RAPHAEL
</b>                          So we're cool with the whole
                          Nightwatcher thing?

<b>                                    LEONARDO
</b>                          Yeah, we're cool. Our secret, bro.
                              (checks for clear coast)
                          You got rid of the stuff, right?
                QUICK SHOT - Nightwatcher's gear burning in a barrel.

<b>                                     EONARDO
</b>                          What about the bike, tho?

<b>                                     RAPHAEL
</b>                              (discreet/confessional)
                          Okay, so I couldn't exactly destroy
                          the bike.

<b>                              (BEAT)
</b>                          Let's just say it's in good hands.

<b>                                    LEONARDO
</b>                          What do you mean?

<b>                                    RAPHAEL
</b>                          I mean, it's in good hands.

<b>                                    LEONARDO
</b>                              (thinks, then realizes)
                          Oh, you didn't.
                Raph sheepishly shrugs as we-

<b>                                                               SMASH CUT TO:
</b>
<b>          
</b>
<b>          
</b>
<b>                EXT. NEW YORK CITY STREET
</b>

<b>          102                                                               102
</b>
<b>                                    CASEY (O.S.)
</b>
<b>                          WHAAAAAAAAAHOOOOOOOOOOOOOOOOOO!!!
</b>                As Casey roars down the street on the black motorcycle of
                Nightwatcher, barely able to hang on.

<b>          
</b>
<b>                                                                          97.
</b>
<b>          
</b>
<b>          
</b>
<b>          
</b>                He drives past WINTERS TOWER - now being converted to a

<b>                NATURAL SCIENCES AND HISTORY MUSEUM.
</b>
<b>          
</b>
<b>          
</b>
<b>          103                                                               103
</b>
<b>                EXT. NEW YORK CITY STREET
</b>
                A HITCHHIKER THUMB comes into frame. Casey stops his bike.
                WIDER - It's April. She smiles. Casey hands her a helmet.
                APRIL'S POV INSIDE HELMET - We see a small DIAMOND RING taped
                to the visor. She takes it off. Beaming. Models it on her
                hand. She leans forward.

<b>                                    APRIL
</b>                          ...yes.
                She wraps her arms around his waist and holds tight for the
                adventures that await...
                CAM FOLLOWS for a beat, then rises up the buildings to-

<b>          
</b>
<b>          
</b>
<b>                EXT. ROOFTOPS - NIGHT
</b>

<b>          104                                                               104
</b>                All four turtles are horsing around. They get geared up...
                and head off for a game of NINJA TAG.
                The boys run, hoot and holler as they fly high on the
                rooftops.

<b>                                    RAPHAEL (V.O.)
</b>                          So what makes a family? Personally,
                          it's more than sharing a roof or a
                          bathroom. It's sharing life... My
                          father taught me that, and I think
                          it's pretty much true... y'know,
                          provided that you don't kill each
                          other in the process. Or that no
                          one touches your stuff. Or makes
                          loud noises when you're trying to
                          sleep. Or...

                They run close to the camera, once again, a family.

<b>                                    RAPHAEL (V.O.)
</b>                          Hey, nobody said it was easy.

                And as RAPHAEL and LEONARDO leap toward camera, we-

<b>                                                            CUT TO BLACK:
</b>
<b>                                    THE END
</b>

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	<td><h1>TMNT</h1><br><br>
	    <b>Writers</b> : &nbsp;&nbsp;<a href="/writer.php?w=Kevin Munroe" title="Scripts by Kevin Munroe">Kevin Munroe</a><br>
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Which of the Turtles became a vigilante?
Which of the Turtles became a vigilante ?
Nightwatcher
Nightwatcher
Raphael
Raphael