Continuing from Part 1, everyone is crouched over the seriously injured Leonardo, in utter shock. Mikey looks out the window and notices that there are many Foot Ninja assembled on the rooftops of all the buildings surrounding April’s apartment. Before Splinter and the turtles can even prepare, the foot come storming into April’s apartment from every side. While the turtles and Splinter battle the attacking Foot Ninja, April drags Leo to a sheltered spot and tries to tend to his wounds. It quickly becomes clear that they can’t hold the foot off for very long, so they decide the best course of action is to go down the stairs and escape through the antique shop. With April assisting Leonardo, they make their way down the stairs. Mikey scouts ahead and discovers that four Elite Guards are waiting for them in the store. Mikey makes a gag---Telling the four that they have nice hats; This is also told to them by the other two turtles that enter the shop. We quickly realize that the Foot attack was designed to tire the turtles out, and herd them right into the grip of the Elite. The ensuing battle is ferocious, and the turtles and Splinter are, at best, delaying an inevitable defeat, due to being severely outnumbered. Just when it seems things couldn’t get any worse, they do! Hun arrives on the scene and menaces both April and an injured Leonardo. However, April and Leo manage to run through the door leading into the shop, and Raph immediately closes the door on Hun, holding the giant off temporarily. To make matters even worse, however, The Shredder shows up and starts to attack Master Splinter, while The Foot Elite continue to square off with the turtles. Just when all seems lost, reinforcements arrive in the form of Casey Jones.
Casey crashes through the storefront window on his motorcycle and manages to take care of the Elite Guard with relative ease. Casey’s appearance re-energizes the three turtles and Splinter, and the giant battle hits a fever pitch. However, the odds are just too great and it's clear that the good guys will have to find an escape route, or else get killed. Meanwhile, Hun breaks open the door that was holding him off and approaches April, who is inspecting Leo. Hun reveals his plans to April, which are to physically harm her in order to take the fight out of the turtles, but just when he's about to do so, Casey puts a hockey club around his wrist, before telling Hun to never threaten April. Hun lunges at Casey, but Casey dodges out of the way and hits Hun in the back with the hockey club, knocking him into some nearby Foot Soldiers...Once again, the battle reaches a fever pitch, just when police begin to arrive on the scene and call for back-up.
April points to a door off to one side of the shop and explains to Splinter that it is an old walk-in cooler. Figuring that retreating is the best option at this point, Splinter yells for everyone to retreat into the cooler. April drags Leo inside and once the others run inside, Mikey closes the door tightly.
As the group is stuck inside, many police cars begin to pull up onto the scene. Shredder orders his ninjas to vanish, but rather than simply fleeing from the police and leaving the turtles alive, the villain has a slightly different plan in mind. Before leaving, Shredder drops a fire bomb and then uses his gauntlets to puncture an exposed gas line. As the police prepare to enter the building, a massive explosion rocks the neighborhood, and April's antique shop erupts in a gigantic ball of flames...
On a nearby rooftop, two Guardians survey the scene. They report to the Council that they've arrived too late to help, and that the turtles have apparently been destroyed. The Council is dismayed at this news, and they note that their enemy is becoming too powerful. They tell the two Gaurdians to accelerate the plan (which is unknown) immediately. After The Gaurdian signs off, he tells the other that he once shook hands with Leonardo and called him 'ally', before saying that "It is a great, great loss this day. A great, great loss", as the building undergoes a second eruption...
- This episode is based on the Mirage Volume 1 issue Silent Partner.
- This is the first episode we hear Casey yell, "Goongala!" This is his battle cry from the Mirage comics.
- Officers Frank and Sarge arrive on the scene and witness the brawl inside the antique shop before calling for backup.
- When the turtles fight the Foot Elite one of them knocks Don's bo staff near Mikey, however when the two teleport, he has his bo staff in his hands.
- When the building explodes, it is assumed a large number of Foot ninja were burned alive, due to being knocked out in the store.