Leonardo lies unconscious while his brothers and Master Splinter defend against waves of attacking Foot Ninja, all while attempting to flee April's house. Desiring revenge, the Shredder seeks to kill the Turtles and their allies at any cost. Even if he has to burn the whole place to the ground...

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!!This episode provides examples of:

* AccidentalPun: Don tells Mike to scope out the antique store. Mikey encounters the Foot Elite, compliments their hats, then returns.
-->'''Don:''' Wrong way, Mikey!\\
'''Mike:''' Wrong way my foot-- [[LampshadeHanging poor choice of words]].
* AllYourBaseAreBelongToUs: The Foot, along with the Shredder's Elite Guard, Hun and the Shredder himself attack the heroes at April's home and her antique store.
-->'''Don:''' ''(fighting the Foot Elite downstairs at the antique store)'' Raphie, we've got trouble down here!\\
'''Raph:''' ''(fighting off Foot Ninja upstairs at April's home)'' Like I don't got trouble up here!
* AnimatedAdaptation: Of [[ComicBook/TeenageMutantNinjaTurtlesMirage the Mirage original comics]] Volume 1 issue "Silent Partner", the follow up of ''Leonardo'' #1.
* ArrowCatch: Master Splinter literally catches a speeding arrow moments before it pierces his body
* BadassBoast: The Shredder, as he makes his exit.
--> "Like the Phoenix, I have risen from the ashes! And into my fire, you shall fall."
* TheBadGuyWins: Shredder and the Foot Ninja overwhelm the turtles, Splinter, and their allies. When everyone tries to hold them off by locking themselves in a closet, Shredder proceeds to destroy the entire building, with everyone presumably dying in the explosion.
* BigDamnHeroes: Casey. He made his first appearance in about ten episodes count.
* CarFu: Casey uses his motorcycle to knock around the Elite.
* TheCavalryArrivesLate: The Guardians are unable to reach April's shop in time to help the turtles and arrive just as it explodes.
* CloseCallHaircut: A variation of this happens to a Foot ninja's bandana when Raph hurls a sword at them.
* ContinuityNod: The suit of armor that Mikey briefly tried on in "[[Recap/TeenageMutantNinjaTurtles2003S1E12TheUnconvincingTurtleTitan The Unconvincing Turtle Titan]]" makes a brief appearance before being destroyed in the fight.
* CurbStompBattle: The Turtles and Master Splinter [[CurbStompCushion hold their own in the fight]], but their opponents wear them down by sheer numbers and brute strength.
* DarkestHour: The Turtles' hiding place is exposed, Leo is badly injured, and the Shredder is sending the bulk of his forces against them. The episode ends on a cliffhanger, with the turtles, Splinter, April, and Casey apparently dying in an explosion.
* DeathIsCheap: Discussed. When the others doubt that the Shredder could still be alive, Mikey invokes comic books.
-->"If you read comic books, you'd know. The bad guy ''always'' comes back. Always!"
* {{Determinator}}: Beaten severely, Leo still tries to get up and help, but it only gets him more injured.
* DownerEnding: April's shop/home is destroyed as she, the Turtles, Casey and Splinter are all presumed dead.
* DynamicEntry: The Foot begin their attack by crashing through windows. Casey does them one better by crashing through a window with his motorcycle.
* TheEndOrIsIt: A villainous example. The episode ends with a "To Be Continued?"
* ExplainExplainOhCrap: "Gas plus flame equals...LET'S BOOK! NOW!"
* {{Foreshadowing}}: When the group is forced to run into the closet, April mentions that it used to be a walk-in freezer for a grocery store that used to be there. The next episode reveals the group escapes the explosion by crawling out the hole where the freezing unit used to be.
* FromBadToWorse: With Leo battered on the floor, the characters make plans to leave when Mikey sees the Foot on the nearby rooftops. It just gets worse from there.
* KickThemWhileTheyAreDown: Splinter is really pissed off when the Shredder is willing to attack Leonardo when he's unconscious.
* KnowWhenToFoldEm: When it becomes clear that Shredder and the Foot Ninja are overwhelming them, Splinter orders the family to retreat. Even [[HotBlooded Raphael]] agreed with the decision.
* LameComeback: Mikey to the Shredder:
--> '''Shredder''': Say farewell to each other, while you still can.\\
'''Mikey''': Oh yeah, Mr. Spikeypants? Well, you're the one who should be saying farewell to uh, to yourself!\\
'''Raph''': Oh yeah, Mikey. That got 'em.\\
'''Mikey''': Hey, I'm under a lot of pressure here!
* MistakenForFlatulence: After Shredder leaves the burning shop with a leaking gas line, Don states he can smell the gas along with the smoke Raph sniffed first. Raph accuses Mikey of passing wind before Don clarifies he didn't mean that kind of gas.
* {{Narrator}}: Splinter's first time at bat.
* NoOneCouldSurviveThat: Don says this regarding the Shredder being crushed by a water tower, calling it impossible for [[{{Foreshadowing}} a human to survive that]].
* NumberTwo: With Leo out of commission, Don takes charge of the team, calling the shots (unless Master Splinter gives any instruction).
* OffhandBackhand: Splinter gets one in on a Foot Soldier early in the fight.
* OhCrap:
** As the Foot appear on neighboring rooftops.
--->'''Mikey:''' Guys, we've got company!
** When Shredder makes his grand entrance.
--->'''Raph:''' Oh, crud.
** When they smell gas and realize that the locked door handle is hot:
--->'''Casey:''' Gas plus flame equals... LET'S BOOK NOW!
* TheOneThingIDontHateAboutYou: The Foot Elite may be their enemy, but Mikey, Don, and Raph all agree that they have nice hats.
* PreAssKickingOneLiner: Casey Jones, like his comic book and [[Film/TeenageMutantNinjaTurtles1990 1990 movie]] counterparts, gets one before attacking the Foot and helping the Turtles.
-->'''Casey:''' This can't be the band! I want rock-n-roll, man! Good thing I brought my own drum sticks. ''(spins [[ImprovisedWeapon hockey stick and a golf club]] in his hands menacingly)'' Now, who wants to be the drum? [[BattleCry Goongala! Goongala!]]
* {{Revenge}}: Shredder outright states this as his motivation.
-->"You freaks have been a thorn in my side long enough. No one opposes the Shredder, and now I will have my revenge for our last encounter."
* RunningGag: The Turtles (in a RuleOfThree since Leo is injured) complimenting the Foot Elite on their nice hats.
* StrangeMindsThinkAlike: Mikey, Don and Raph each compliment the Foot Elite on their nice hats.
-->'''Donatello:''' [[TheOneThingIDontHateAboutYou Say what you will about the Foot, but they do not skimp on the headgear]].
* WorfHadTheFlu: Hun is covered in bruises after his fight against Leo and is easily taken out by both Raph and Casey. Leo himself for that matter, as he is in no condition to fight.
* WouldHitAGirl: Hun was planning on killing April, hoping the turtles would lose their will to fight with her dead.
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