Some TMNT stuff really isn't for little kids.
- Angel Bridge / Nobody
- Old Hob
- Arnold Jones / Hun
- Oroku Karai
The issue opens with a scene of the Pied Piper of Hamelin, using music to lead rats to overrun the populace and wreak havoc.
In the lowermost portion of the Turtles' hideout that leads to the sewers, Master Splinter and Leonardo are discussing their plan of action. Splinter states that they should make Saki and the Foot Clan their first priority and then focus on Krang and the Technodrome. Leo says that he isn't sure if that is wise, because both problems are so significant. Splinter asks Leo to take a walk with him while they ponder their predicament.
Meanwhile, Casey Jones wanders around his old neighborhood while he thinks about his own problems. He notices two people attempting to break into the Second Time Around antique shop and attempts to stop them, but realizes its just Mr. and Mrs. O'Neil, April's parents. Mr. and Mrs. O'Neil explain that they don't have a working key to the door since April and Casey had the locks changed so Casey shows them where the spare is hidden. As he does so Mrs. O'Neil notices the bruising on his face, and he tells her it was caused by his father. Mrs. O'Neil insists that Casey come inside so she can tend to his wounds while he tells them what's been going on.
Leo and Splinter continue exploring the tunnels underneath their home, still at a loss in regards to which problem they should focus their energy on. Taking a break from arguing in circles, Leo confesses to Splinter that his mother and Splinter's wife, Tang Shen, has appeared to him on multiple occasions, offering him words of wisdom and encouragement, and he worries that it means he's crazy. Splinter assures him that he is not crazy, as Tang Shen has appeared to him as well. Leo asks Splinter what he thinks Tang Shen would say about Splinter's plan to eliminate Shredder; Splinter counters that since it was his inaction that lead to the end of their former lives, she would hopefully understand that he only desires peace for his family. As Splinter talks to Leo, they are both suddenly plunged into darkness and find that they are unable to move. A voice speaks to Splinter and the lights come back on, revealing the Rat King on his throne in an entirely different location, what the Rat King refers to as a thin place, somewhere between worlds. Leonardo, magically bound by the Rat King is unable to speak and is forced to watch the Rat King eat a rat while he monologues, he and Splinter still paralyzed. The Rat King says he can sense his sister's handiwork on Leo. The Rat King, intrigued by Splinter and Leo, reveals some information about himself to them, telling them he comes from the distant past, when he and his family ruled over mortals, each vying for more power than the others. As mankind's power grew however, the Rat King and his family had to lay low, so he used his power sparingly, sometimes rewarding the people, sometimes punishing them. He states that he knew he would have to lie in wait for a long time, until the world was again ready for the extraordinary, as it was in the days of Noe.
Splinter asks the Rat King what any of this has to do with him and his family. The Rat King explains that this world is his family's chessboard, and they use individuals as pawns in their game however they see fit. The Rat King states that he wishes to see how powerful Splinter and Leo are, and he begins working his magic through rhymes. Splinter is able to move again, but all of a sudden it is Dark Leo standing before him, still under the influence of the Foot Clan's brainwashing. The Rat King's magic make Splinter think that Leonardo is attempting to attack him, but Splinter simply dodges his blows, claiming that his only concern is to protect his family. The Rat King, impressed by Splinter's singular drive, switches his focus to Leonardo. In Leo's mind, Splinter is trying to attack him, but he is not deceived by the Rat King's trickery. Leo, having learned his lesson from being brainwashed by Kitsune, knows that the real enemy is the Rat King and moves to strike him rather than the evil Splinter. The Rat King, realizing that the self-doubt that Kitsune took advantage of when brainwashing Leo is gone, comments that Leo has turned that weakness into a strength. In an instant Splinter and Leo are alone again in the sewers, confused. The Rat King then steps out of the shadows, saying he is impressed with the two of them and that when he leaves, their memory of their meeting will be erased. Splinter and Leo are then alone in earnest, totally unaware of what just transpired. Something Splinter says triggers a memory in Leo and he excitedly says he knows how they can defeat Shredder.