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[It all started in the daylight. April and Casey are listening to music and reading a magazine.]

April: You know, Casey, it's awesome having someone else who knows about the turtles. I had like no one to talk to, 'specially after dad turned into a mutant bat.

Casey: Gotta admit the whole thing's pretty mind-blowing. Bunch of ninja turtles living in the sewers with their rat Master? I mean, you couldn't make this stuff up.

April: Coast is clear.

[They get up and leave]

Casey: Let's do this.

April: So what's with the mask? It's not like the turtles don't know who you are.

Casey: Same reason people have worn masks throughout history. 'Cause it looks cool.

[A few minutes later, April and Casey are in the sewer. Casey smelled something foul.]

Casey: Ugh. Doesn't help with the smell, though. Ugh. Disgusting. How can you stand it?

April: I had to live down here for weeks. You get used to it.

Casey: Sick, dude.

[April smells it too.]

April: Ugh. Actually, something does smell really weird, like moldy cheese and puke.

[Garson runs past them, screaming.]

Garson: [Screams] Squirrel! Giant mutant squirrel!

Casey: Where'd he go? Hello? Crazy dude?

April: [Gasps] Something's wrong.

[April looked over at one tunnel. Pairs of eyes glowed in the dark and something shot spores at her.]

Casey: You okay, Red? What'd you see?

[April screams and runs off.]

Casey: April? April!

[Theme song]

[Leo is in the dojo with Splinter. as he tried to mediated, a flickering white aura surrounding him He sighed and tried again, clutching his fists.]

Splinter: Leonardo?

Leo: [Screams in alarm] Sorry, Sensei. Can't seem to focus.

Splinter: I noticed. What is it that troubles you, my son?

Leo: I keep having the same nightmare, Sensei, every night. I let the team down. They're dragged off into darkness, and I'm powerless to help.

Splinter: This is not uncommon. All leaders must face the fear of losing their team. I face this every time you and your brothers leave the lair.

[in the living room, the three turtles are watching SMRF5.]

Zee: General Unsura has taken control of mighty super robo mecha.

Unsura: Yes, Captain Dash Coolstar. I have Super Robo Mecha Force five team 5 in my clutches, and now I shall smash you all into space dust. Yes, I will right now. [Laughs evilly]

Lunk: Squeakums, I'm scared. Hold me.

Blip: Captain Dash, what are we going to do?

Coolstar: This is my greatest fear come true. But by the sons of lobnar, I shall save you all.

[Coolstar gets stepped on by the robot.]

Coolstar: I'm okay.

Mikey: I heard in the original Japanese version, Coolstar gets squashed for real.

Donnie: That's just a cartoon myth.

Raph: Nerds.

[Casey arrives in the lair, panting for breath.]

Casey: [desperate] Guys! April. Sewers. Hurry!

Raph: Casey, what's wrong?

Leo: Are the footbots back?

Casey: We were on our way here. Next thing I know, April starts acting freaked out, then runs off. She's gone.

Donnie: Wait, wait. You just lost April?!

Mikey: Relax. I'm sure there's a logical explanation, like she was eaten by a giant sewer snake or something.

Donnie: LET'S GO!

[Donnie runs right past Casey.]

[In the sewers]

Casey: I think I lost her around here.

Donnie: You think? Oh, that's not vague or anything.

Casey: Back off, stick Master.

Donnie: Who you callin' stick Master, puck head?

Leo: Easy, fellas. We don't have time for this.

Raph: Got a problem with that?

[As they walk forward, Casey gets startled by rats.]

Casey: Ah! Rats? Why'd it have to be rats?

Mikey: Dude, they're everywhere down here. They're nature's cuddly little friends. [Laughs]

Casey: What's wrong with you? You hear that?

[Casey looks in one of the tunnels and the same creature spray spores at Casey.]

Casey: That was hideous. [Coughs]

Raph: Dude, you put your nose in a New York City sewer. What'd you expect?

Casey: [Coughs] Thought I saw- [Screams]

Leo: Casey, what is it?

Casey: I saw it, man. The demon rat.

Raph: Demon rat?

[Casey looked behind into the tunnel, out of nowhere, he screamed when he thought he saw rats.]

Casey: Get 'em off me! [waves his hockey stick around] Ahhh! They're everywhere!

[They pin Casey go.]

Donnie: Not gonna lie. That felt pretty good.

Casey: Let me out. Let me out!

Raph: Calm down, man. What is your malfunction?

[Raph and Donnie glare at Casey, but from the young man’s point of view, they get devoured by rats. Casey drops to the ground, whimpering in fear. They hear April's scream.]

Donnie: April! April?

[April is huddled in the corner at the end of the sewer tunnel.]

April: No, no! Keep away from me, dad. [Sighs] Please don't eat me!

Donnie: April, it's me. It's Donnie. Your dad isn't trying to eat you. It's all right. Calm down. Everything's gonna be okay.

Leo: Hold up. What's that sound?

[A small figure rolled by and it turned out to be a three eyed mushroom, small, blue, and quite harmless.]

Raph: What is that?

Mikey: It's a mushroom. With feet. Aw, it's so cute. [the fungi creature jumps into Mikey's face] Get it off of me! Get it off of me!

[Leo pulls the mushroom mutant out. The creature curled up into a ball and came toward them.]

Leo: It's on the move.

Raph: I got this.

Donnie: Fascinating. Evolved fungi.

[Raph tried his best to attack it, but the fungi sprayed spores at Raph.]

Leo: Raph!

[The mushroom landed on Leo and took it off Donnie swats it away in the sewer.]

April: Keep back! Get away from me! Ah!

Casey: THE RATS! AH!

Mikey: What is goin' on?!

Casey: Get 'em off me!

[Casey runs off]

Leo: Raphael, are you okay?

[Raph sees Leo as Spy-Roach.]

Raph: [Gasps] No, it's you. Anybody but you. Keep away from me.

Leo: Raph, take it easy, man.

Raph: That's it. If you won't stay away, I'll splatter you.

[He lunches at Leo but he dodges. In Raph's Pov, he thought he saw a giant cockroach.]

Leo: Raph. What's wrong with you?

Mikey: Donnie? Quick explanation?

Donnie: Wish I knew.

Raph: You're not gettin' me, roach. I smashed you once, I'll smash you again.

Leo: Roach?

[Raph charges but Mikey knocks him down.]

Mikey: Sorry, bro. You're out of control!

Donnie: Take it easy, bro.

Raph: No. It's impossible.

Donnie: We're not gonna hurt you, Raph.

Raph: Get back!

[Raph kicks Donnie until Mikey lunged and chained him up.]

Mikey: Come on, dude. Stop it! Calm down. Breathe with me.

Raph: Get offa me. Get off! Get-

April: Keep away.

Donnie: April. April, listen. There are no bats. I promise. [April slaps him] Ow!

Leo: What is going on here?

Donnie: Fungus.

Mikey: Language, please. There's a lady present.

Donnie: No, whatever's happening to Raph is happening to April and Casey. It's like... Like they're experiencing their worst fears. And I think I know why.

[Later, Donnie made a makeshift lab and began to head to April with an acme pad.]

Donnie: Okay, now. Okay, trust me, April.

April: No, please.

Donnie: I-I won't hurt you, honest. I just need a quick swab.

[He touches her cheek and places it in the water which turned orange.]

Donnie: April's been exposed to toxins found in certain types of fungi. That mushroom man must produce them as a defense mechanism.

Leo: Defense against what? Being stir-fried? I-

Raph: [hallucinating them as giant cockroaches] I'm freaking' out. I'm freaking' out! I'M FREAKING OUT!

Mikey: It's okay, dude. It's me, Mikey. Give your bro a hug. It'll make you feel better. Come on now. Where's the love? Aw. It's right here between my arms.

[Mikey hugs Raph, but Raph, believing that Spy-Roach is hugging him, is utterly disgusted.]

Raph: I think I'm gonna hurl. [Vomits]

[Later, they are searching for Casey.]

Leo: Casey. Casey!

[Mikey is dragging Raph behind him, still bounded in chains and Donnie leading April. ]

Mikey: Come on, Raph. Ooh. What is that stuff?

April: [Screams]

[They looked and saw strange growth on the ceiling and on the ground]

Donnie: It's fungal mycelium, where mushrooms come from.

Mikey: You mean like all these right here?

[The area was filled with odd vines and stuff. It was some sort of Fungus Territory.]

Donnie: Fungus grows like crazy in the dark. If we don't stop these by sundown, the mushrooms will spread all over the city. Millions of people will go crazy with fear.

[He tears some and enters a mushroom cave.]

Mikey: Don't worry, Raph. I'll protect you.

[As they walked past, one of the small fungi came to life.]

April: [scared] The bats. No, NOT THE BATS!

Donnie: Don't worry, April. Everything's gonna be alright. Or not.

[The fungi float down and surround them.]

Mikey: Fungus balls.

Leo: Keep an eye on Raph and April. No matter what, stay together.

[The creatures lunge at them. Mikey started to jump on them.]

Mikey: [Laughs] Check it out. Super Mikey brothers

[The mushroom creature get stuck to his chest]

Mikey: Get it off. Get it off!

Donnie: Where'd it go? Oops, sorry. My bad.

[The mushroom sprayed spores at Mikey. Coughing, he starts to vomit squirrels and then bumped into Raph. The chains broke loose as the two saw each other. They scream.]

Raph: Cockroach!

Mikey: Squirrelanoid!

[They scream and run away.]

Leo: Guys, wait. Stop! Donnie, watch out.

[The fungi sprays spores at Donnie]

Donnie:[Coughs] April, we need to get outta here. [Coughs] Take my hand.

Hallucination 1: Don't touch me. Get away from me. You make me sick. Mutant. WEIRDO!!!

Donnie: [horrified] April? What's wrong with you?

Hallucination 1: You nerdy, three-fingered freak! I hate you. You mutated my father! I NEVER want to see you again!!!!

[April’s demon-like tongue spits out and strikes Donnie in the stomach, literally breaking his heart. Donnie is now completely traumatized.]

Donnie: [Screams, devastated] ] She hates me. April hates me!!! No!

[April gasped and in her point of view, she sees Donnie transform into a bat. ]

Donnie: Leave me alone! I don't wanna hear anymore!

[Screaming in terror, April runs away]

Donnie: APRIL!!!!

[Donnie chases after her]

Leo: Donnie, come back!

[Again, he steps the fungi until it sprayed some on Leo. ]

Leo: No. Everybody's gone. It's my fault. I failed them. It's all my fault.

[He gets slapped.]

Hallucination 2: It's your fault, Cadet Leonardo! You blew it! What kind of a leader are you!? Are you a man, or a turtle, or a zero?

[He tries to snap out of it, but this does not work. Then, even more mushrooms appear and gather in a single file line and start to slowly surround Leo. Two of them soon fly up and squirt the same spores into his face yet again, which causes him to slip and fall off of a nearby edge. He soon lands in an unknown place,]

Leo: Where... am I?

Hallucination 3: You let us down, bro!

Hallucination 4: You did this!

Hallucination 5: It's your fault, Leo!!

Leo: NO! NO! Come on. Fight your fear, Leo. Get your head straight. Fight it.

[Leo struggled until then he saw what had caused this. A low growl made him turn around. A giant mushroom with a single eye.]

Leo: Mutagen.

Fungus Humongous: Taste. Fear. Feed.

Leo: [Groans] It's in my head.

Fungus: More fear. Stronger. Spread, my spawn.

Leo: Fight it, Leo. Fight your fear.

Fungus: Spread, spawn.

Leo: Fight it.

[Leo yells and sliced the mushroom creatures.]

Fungus: Feed.

Leo: Keep going, Leo. Don't give in.

[More of them started to spray. his eyes are starting to turn red. Raph is alone in the sewers. He sees “Mikey” smiling at him. Raph hugs him.]

Raph: Mikey. Oh, boy, am I glad to see you. What the heck is happening to us, man? Uh, you okay?

[“Mikey’s” head suddenly snaps and falls off, causing Raph to back away, aghast. “Mikey” spits out the entire sea of cockroaches at Raph like a cannon.]

Raph:  I'll bury you, cockroach! [leaps onto Mikey]

Mikey: [Screams] Keep away from me! Stay back. I won't let you get my brain juice!

April: Stop following me, dad!

Donnie: No! Leave me alone! I don't wanna hear anymore!

Hallucination 1: What's the matter, freak? Scared!? Maybe I should put you out of your misery.

[Casey is seen blushing as three mini Aprils kiss and hug him. Donnie shrieks and tears flow from his tears. Casey is seen shrieking in total horror as the rats surround him in his hallucinations.]

Casey: Get 'em off me! The rats. They're everywhere!!

[Leo continued on fighting the monsters.]

Hallucinations: It's your fault, Leo. You did this! You let us down, bro. Way to go. Some leader, huh? Man, I'm just bummed.

Leo: I can't do it. Failure. I'm a failure. I let the guys down. I-I let them down. I I-

Splinter: All leaders must face the fear of losing their team.

Leo: No. No, I can't give up.

[/he starts to glow white.]

Leo: Your spores won't work on me. I face my fear every single day.

[He reflected the swords from the light]

Leo: So that's your fear. Sunlight.

[He fires spores and Leo dodges the creature.]

Fungus: Keep away!

[He throws one in the air, breaks the ceiling above, blinding it.]

Raph: I'm gonna pluck the wings offa you!

Mikey: Keep away from me!

[Everything flashed white]

Mikey: What the? Raph?

Raph: Mikey?

[Everyone slowly began to wake up]

Donnie: April?

Casey: What happened?

Raph: Hello?

Mikey: Guys! You're alive!

Donnie: It's good to see you too, Mikey. But where's Leo?

April: I remember a cave. Come on.

[They find Leo on the ground.]

April: Leo.

Mikey: Oh, no. Leo. Dude. Speak to me, bro. Do you need mouth-to-mouth?

Leo: Absolutely not. You're all okay?

Raph: Whatever you did, you saved us. All of us. Thanks, man.

Leo: No problem.

[They begin to carry Leo home.]

Casey: And then I started seeing crazy rats everywhere. The demon rat. They were coming out of-

April: And then you turned into a giant bat and tried to hug me.

Leo: And then the sunlight destroyed him and his little mushroom freaks.

Splinter: Impressive. And would you say you mastered your fear?

Leo: No. I-I just faced it, Sensei.

Splinter: And that, Leonardo, is why you are a great leader.

Mikey: Yeah, boy. Check it out. An extra large pizza with anchovies, pepperoni, and extra mushrooms!

All: Mikey!

Donnie: You can't be serious.

April: Okay, that is just wrong.

Leo: Mushrooms..

[They begin to leave as Mikey prepares to eat a slice. A mushroom comes to life and dances, leaving Mikey speechless.]

[Next episode]

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