City at War, Part 3
Teenage Mutant Ninja Turtles (2003) episode
Season Code: S02E16
Episode: 42
Original airdate March 27, 2004
Written by Ben Townsend
Supervising Producer Lloyd Goldfine
Producers: Gary Richardson
Frederick U. Fierst
Al Kahn
Norman Grossfeld
Thomas Kenney
Supervising Director  Chuck Patton
Story Editor: Michael Ryan
Episode chronology
← Previous Next →
"City at War, Part 2" "Junklantis"

Teenage Mutant Ninja Turtles Season 2
November 8, 2003 - October 2, 2004
List of Teenage Mutant Ninja Turtles episodes


  1. Turtles in Space, Part 1: The Fugitoid
  2. Turtles in Space, Part 2: The Trouble with Triceratons
  3. Turtles in Space, Part 3: The Big House
  4. Turtles in Space, Part 4: The Arena
  5. Turtles in Space, Part 5: Triceraton Wars
  6. Secret Origins, Part 1
  7. Secret Origins, Part 2
  8. Secret Origins, Part 3
  9. Reflections
  10. The Ultimate Ninja
  11. The Return of Nano
  12. What a Croc
  13. Return to the Underground
  14. City at War, Part 1
  15. City at War, Part 2
  16. City at War, Part 3
  17. Junklantis
  18. The Golden Puck
  19. Rogue in the House, Part 1
  20. Rogue in the House, Part 2
  21. April's Artifact
  22. Return of the Justice Force
  23. The Big Brawl, Part 1
  24. The Big Brawl, Part 2
  25. The Big Brawl, Part 3
  26. The Big Brawl, Part 4

Season 1Season 2Season 3Season 4Ninja TribunalFast Forward - Back to the Sewer

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"City at War" is the final part of the three-part episode (forty-second) of the animated series Teenage Mutant Ninja Turtles, which originally aired on March 27, 2004. It is a loose adaption of the 13 issue "City at War" epic that ended the original volume of Eastman and Laird's Teenage Mutant Ninja Turtles comic book. It had 3.10 million views on the 4kids website as of 2007.


Major Characters

Secondary Characters


Voice-Over Introduction

Raphael: You know, lately, Leo's been real a pain in my shell. He's on this whole kick about how we're responsible for the fact that the entire city seems to be at war. The Purple Dragons, the mob, and the Foot Ninjas are all squabbling over the pieces of the Shredder's empire now that he's gone and Leo says it's our fault 'cause we're the ones that knocked out the Shredder in the first place. And for some reason, he thinks we're responsible for a whole lot of innocent people getting caught in the crossfire. And just when the whole deal couldn't get any crazier, this new wild card shows up and actually manages to make things worse. The only good thing I can say about Leo right now is, when he picks a fight, he really picks a fight.

Plot Synopsis

Karai orders the TMNT and Casey to drop their weapons so that they can talk. Casey, Mike and Don comply, but Raph is hesitant and Karai reminds them that she will kill Leonardo. Leo tells his brother not to do him any favors and Raph angrily throws down his sais, which stick into the ground inches from where Leonardo is pinned. Karai lets Leo stand and explains that she represents the Japanese faction of the Foot Clan. The foreign Foot had intended for the three warring factions (mobsters, Foot and Purple Dragons) to destroy each other, but the fighting was creating too much collateral damage to the City, thus Karai was sent to clean up the mess. She asks the Turtles for their help, saying that the Foot’s vendetta against Leo (for killing the Shredder) will end if the TMNT assist in her efforts to restore order.

The guys huddle up. Leonardo suggests that the truce may make solutions for the problems that they created after removing Shredder from power. Raph finds it ridiculous to team up with the foot. He became so upset he decided to walk off. As he walks off, Raph asks Casey to join him, but Jones decides to stay because he was taught that, when you make a mess, you clean it up. Raph accepted the fact that Casey can stay so it’s a whatever for Raph and he continued to storm off.

Karai and her two assistants form a partnership with Leo, Mike, Don and Casey. Karai immediately begins to explain her plan of action to them...

Later that night, we see a group of Elite Ninja gathering on a rooftop. Suddenly, the Shredder appears on a building across from theirs!

The Elite Guard are initially shocked to see their master alive and bow to him. Shredder orders the Foot to follow him.

On the streets below, Baxter Stockman punches his way through the roof of the crashed truck and emerges from the vehicle with the mob's Big Boss. The gangster begins to make plans on how to permanently win the war, just when Hun and the Purple Dragons show up. Big Boss attempts to sweet talk the gang, but before he can get started, the Shredder arrives on a nearby rooftop. Upon seeing his nemesis, Baxter begins to freak out, fearing that he is going to be mind-controlled again. However, Shredder merely orders Hun and the Dragons to follow him and they all depart. Stockman begins jumping for joy. Several limousines then arrive and Big Boss joins Weasel in the front car - the gangster orders his men to follow the Shredder so that they can put an end to this war once and for all. The limos zoom off.

Cut to the Shredder returning to the nearly destroyed Foot Headquarters. Inside the rooftop dojo, Shredder meets the three Turtles and Casey. We discover that the "Shredder" is actually Karai in disguise, wearing her master's armor and using a computerized voice synthesizer to imitate his voice. Karai states that the plan worked perfectly and the Foot and Purple Dragons will arrive very soon. Leonardo asks how she could ever serve someone as evil as the Shredder, and Karai reveals that Oroku Saki (the Shredder's alter ego) took her in after she was abandoned by her parents. Saki trained Karai in Ninjitsu and he became an adoptive father to her - thus she served him without question.

Back to the present…and the showdown. The mobsters arrive first, with guns in hands. In a short period of time, the Purple Dragons show up, holding their weapons on the gangsters. Following the Dragons, a large contingent of Foot ninjas crash through the thin glass walls, creating quite a huge stand-off. The three Turtles and Casey watch the scene from rafters high overhead, waiting to see if they'll be needed. Mikey isn't all that happy with Karai's plan...

The mobsters open fire on both Shredder and the Elite Guard. Dragon Face gets angry at him, who bellows that the city was supposed to go to the Dragons, not the Foot. Dragon Face tells the gang members to forget Hun and that it's every man for himself. The Dragons open fire on the mobsters. A chaotic fight ensues with all sides taking just a few causalities. The mobsters decide to retreat, but before they leave, Big Boss pulls out a grenade and tosses it at the Shredder. The explosion knocks “his” helmet off and reveals Karai to the Foot and the Purple Dragons! The leader of the Elite Guard is outraged that Karai would impersonate their master and says that they won’t follow her….Hun comes to the same conclusion and they all attack Karai and her aides. Thus “Plan B” is put into effect: the Turtles and Casey leap down from the ceiling shadows and join the fight.

The battle doesn't go well for our heroes, as they are so outnumbered. The Turtles, Casey, Karai and her two aides are completely surrounded by the Foot and the Dragons. Casey is ensnared by a net as well and falls to the floor. Mikey wonders what they should do, and Karai tells him to make peace with himself and prepare to die - Mikey groans that she did not tell him that that was part of her plan when this all began...

The Elite Guard tell Hun that, if he finishes off the TMNT, the Foot will reward the Purple Dragons once they regain control of the city. Hun states that this is the best thing that he's heard all day and takes aim at the Green Team. Hun lifts his gun, but before the hulking hood can fire, a shuriken arcs through the air and smashes into the weapon, causing it to short circuit. Hun tosses his gun aside and it explodes, creating a cloud of smoke. Several Foot ninjas are attacked and defeated before the smoke clears, and a shadowy figure then emerges from the haze is none other than Raph. Leo and the others are surprised and overjoyed to see their brother. Raph explains that he did some thinking and came to realize that he was being an idiot. Mikey asks if he arrived at that realization on his own, but Raph reveals that he had some help. This is a cue to Master Splinter, who leaps into the room and begins taking down Foot ninjas here and there.

The tide of battle turns with the arrival of Raph and Splinter. Karai gets the drop on the leader of the Elite Guard and holds her blade at his neck, ultimately forcing him to become loyal to her. Hun is still active and he grabs a girder and smashes the female ninja with it. The Turtles attack and their blows cause Hun to stumble backwards towards an opening in the wall - as he struggles to regain balance, Hun sees Karai leaping towards him. The Foot leader kicks Hun out of the opening and he falls to the ground below. Fortunately for him, an arriving squad car breaks his fall...

Karai thanks the Turtles for their help and states that the Foot will bother them no more. Leonardo compliments her and states that, while she worked for Shredder, she is nothing like him: She knows the true meaning of honor. Karai bows and leaves with her assistants.

Leonardo apologizes to Master Splinter for disobeying him, but the Sensei pats his son on the shoulder and tells him that it's all right; "Sometimes we must follow our own hearts, even if others tell us not to."

Later, Karai is seen seated at a large wooden desk in a dojo. One of her aides reports that everything is now in order. Karai excuses her assistants and then heads into a secret room, a Foot medical unit. Inside, we see the exo-suit body of Oroku Saki laid out on a couch, it's stomach cavity empty. Karai bows in front of a nearby tank containing a strange crimson fluid and the actual body of Ch'rell a.k.a. the Utrom Shredder. Small worm creatures (Biocytes) crawl over it's face and body, Ch'rell announces that it will soon be healed. Once he is fully recovered, the Shredder will swear vengeance on the Turtles. Karai raises an eyebrow at this announcement as her mentor laughs maniacally.



Hun: Purple Dragons, take them out!

Dragon Face: Forget Hun; every man for himself!


  • This episode reveals that the Shredder is alive after the implosion in Secret Origins, Part 3.
  • This episode also shows why Karai respects Shredder and how she grew to love him like a father.


  • Just before Casey Jones, Donatello, Leonardo and Michelangelo go into hiding, Michelangelo just looks like Raphael for a few seconds till the next scene, he reverts back to normal.

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