INTRODUCTION OVERVIEW In Teenage Mutant Turtles: Shadows of the Past, up to four players take on Each round, the Turtles roll their Action dice to determine what they can do. They use the roles of the Ninja Turtles, while one other player takes on the role of the villain, re-rolls by spending their focus and share dice with each other to make sure they can controlling all of the enemies that the Ninja Turtles will face. Both sides then play their carry out their plans. Then, in whatever order they choose, the Turtles each take their way through one of the included battles over the course of 1-2 hours. The players can turn, spending their Action dice. After each Turtle’s turn, the villain takes a turn and either take each battle as a separate experience or save their progress between games plays two Villain Ability cards to activate villain figures on the map. After the villain’s to work their way through an entire adventure. final turn of the round, new villain figures spawn on the map before a new round begins, and the process starts all over again. This continues until one side or the other COMPONENTS LIST succeeds in meeting the goal(s) set for them in the battle they are currently playing. »» This Rulebook »» 2 Adventure comics with »» 8 Battle dice 16 Battle scenarios »» 15 Action dice »» 1 Victory bookmark »» 45 Plastic figures, including: »» 132 Status tokens, including: • 4 Ninja Turtles (Donatello, Leonardo, • 24 Five-Life tokens Michelangelo, and Raphael) • 40 One-Life tokens • 4 Villain Leaders (Master Shredder, • 28 Focus tokens Karai, Old Hob, and Alopex) • 24 Drained tokens • 3 Foot Clan Bruisers • 12 KO’ed tokens • 6 Foot Clan Elites • 4 Turn tokens • 18 Foot Clan »» 46 Prop tokens, including: • 5 Street Thug Brawlers • 4 Blocking Terrain tokens • 5 Street Thug Gunners • 6 Garbage Can tokens »» 4 Hero sheets • 4 Car tokens »» 9 Villain sheets • 2 Dumpster tokens »» 128 Cards, including: • 4 Trash Bag Pile tokens • 89 Villain Ability cards • 2 Fire Escape tokens • 24 Special Move cards • 4 Security Door tokens • 5 Ally cards • 6 Security Camera tokens • 10 Terrain cards • 4 Steam Jet tokens »» 6 Double-sided Map sheets • 4 Shipping Container tokens • 2 Computer Bay token • 4 Objective tokens

1 2 COMPONENTS OVERVIEW

Battle dice Villain Ability cards Drained tokens/ Fire Escape tokens These dice are used by both heroes Villain Ability cards are how the Manhole covers These tokens represent Fire and villains to resolve attacks, Villain player takes their turn. Each The tokens function as Manhole Escape tokens on the map. defense, and skill checks. card contains action symbols and covers on Map sheets, and Drained See Slow Terrain card for special rules that allow the Villain tokens which cover players’ Action rules. Action dice player to activate different units. dice once they’ve used them. Each hero uses their own set of Security Door tokens custom Action dice. These dice Special Move cards KO’ed tokens These tokens represent Security Doors dictate which actions are available Each hero has their own set of KO’ed tokens are given to characters on the map. See the Locked Doors to a hero on their turn. Special Move cards. The Hero if they have been KO’ed and then terrain card for rules. player will select a certain failed to awaken on their turn. Plastic figures number of these powerful Security Camera tokens Each Plastic figure represents a abilities to bring with them at the Turn tokens These tokens represent Security different unit on the map. Hero beginning of each battle. After a Hero player has taken their Cameras on the map. See the players control one figure each, turn, they are given a Turn token by Cameras terrain card for rules. while the Villain player controls ALL Ally cards the Villain player. Once all heroes villain units. Certain battles allow the heroes have a Turn token, and the Villain Steam Jet tokens to use Ally cards. Ally cards player has taken their fourth turn, a These tokens represent Map sheets provide unique buffs for the new round begins. Steam Jets on the map. See Each battle begins by Hero players, depending on the Obscuring terrain card selecting the two Map sheets which ally they select. Garbage Can tokens for rules. that the battle will take place These tokens represent Garbage cans on. Each Map sheet has Terrain cards on the map. See Covered Terrain and Shipping Container tokens its own unique layout and Each Map sheet features a unique Throwing Objects terrain cards for These tokens represent terrain rules. terrain layout. The Terrain cards rules. Shipping Containers on explain any additional rules the map. See the Elevated Adventure comic players should consider when Car tokens terrain card for rules. An Adventure comic is made up using a specific Map sheet. These tokens represent cars of several battles. The battles on the map. See Slow terrain Computer Bay token combine into one complete story Life tokens card for rules. These tokens represent arc. Life tokens track each character’s Computer Bays on the map. health. When a character’s health Dumpster tokens See the Blocking terrain card Hero sheets is reduced to zero they are KO’ed. These tokens represent for rules. Each hero has their own unique Full pizzas count as 5 life, slices Dumpsters on the map. See Hero sheet featuring stats and count as 1. Covered and Elevated terrain Blocking tokens a special ability unique to that for rules. These tokens represent areas you character. Focus tokens cannot access. See the Blocking Focus tokens represent how much Trash Bag Pile tokens terrain card for rules. Villain sheets Focus a player has at any time. These tokens represent Trash Bag Each villain has their own unique Focus may be spent to re-roll dice Piles on the map.See Slow and Objective tokens Objective tokens represent special Villain sheet featuring stats and or activate Special moves. Elevated 2 Terrain cards for rules. a special ability unique to that goals in some battles. These could be character. characters or items the Hero players need to acquire or protect.

3 4 SETUP TO PLAY 1 1 1 First, select one player to be the villain. leftovers being placed near the map The other player(s) (up to four) plays in the “figure pool.” Have everyone as the heroes and controls the Turtles. look at the special rules and map for A total of four Turtles are used no the battle for a moment to make sure matter how many Hero players there everyone understands what their are. (Split them up among the Hero goals are. players as you see fit.) 5 Put the Terrain cards listed in the battle next to the map so that the »» Each Hero player receives 6 (per Turtle they are controlling): 6 players can see them. • That Turtle’s Hero sheet 6 For each Turtle, the controlling Hero • That Turtle’s Action dice player must choose special moves • That Turtle’s Plastic figure equal to their skill, modified by the • Life tokens equal to that Turtle’s starting life battle’s hero skill (which is -2 for the • Focus tokens equal to that Turtle’s intro battle). The special moves chosen starting focus 5 9 by the player will be available for • All of the Special Move cards for that Turtle this battle. Set any unchosen special 2 Next, the players choose a battle to moves aside. They cannot be used play. The battles are found in the this battle. For your first game, the Adventure comic. For your first battle, following moves are recommended: it’s recommended that you play Book »» Donnie: (1 moves) Spin Attack 1, Battle 1. »» Leo: (2 moves) Leaping Strike »» The Villain player receives: and I’ll Hold Them Off! 3 »» Mikey: (1 moves) I’ll Throw You! • The Villain Plastic figures listed in the battle 4 4 7 »» Raph: (no moves) description • The Villain deck (see sidebar on page 7 for 7 The heroes place their hero figures in assembly instructions) the hero start area as shown in the • The Villain sheets of the villain types listed Scenario, one per space, arranged in the battle however they like. • Focus tokens equal to the amount listed in 8 The Villain player shuffles the Villain the battle 8 deck and draws five cards. If the 3 The Villain player assembles the map Regroup card is drawn, then replace as shown in the battle. Two Map it and shuffle the Regroup card back sheets are placed next to each other, into the deck. then any indicated Prop tokens are 9 Put the Battle dice, extra Focus tokens, placed as illustrated. Drained tokens, KO’ed tokens, and 4 Villain figures are placed on the map 2 extra Life tokens near the play area. in the indicated spaces with any Now you’re ready to begin!

5 6 SIDEBAR: Building the Villain Deck ROUND SEQUENCE Sharing Action Dice To build the Villain deck, reference the The heroes are trained to fight as a team. how you arrange your Action dice, you Adventure comic to locate the battle During each round, the heroes will first So in addition to using your own Turtle’s are sharing one of your actions with the you’re playing. Under “Villain Figure roll their Action dice, and then each of three Action dice during your turn, you Turtles to your left and right. This gives Pool & Deck,” you’ll see a series of colors the four heroes will take a turn. After each also get to use the right die of the Turtle to each Turtle a total of five Action dice to next to pictures of the available villains. hero’s turn, the Villain player takes a turn. your left, and the left die of the Turtle to use on their turn (except for Raph, see his These colors represent the cards you’ll Once every hero has had a turn and the your right. Therefore, according to ability). be adding to the Villain deck, with each villain has had four turns, the round ends. color indicating a group of four cards. Rolling the Action Dice Donatello For instance, if Old Hob is shown above a red bar and a blue bar, then you’ll add To start each round, every Hero player Old Hob’s four red cards and his four rolls their Turtle’s three Action dice (six for blue cards to the Villain deck. Continue Raphael). If a player doesn’t like their roll, until you’ve added all indicated cards to they may spend a Focus token to re-roll the deck. In addition, the Regroup card one, some, or all of their Action dice if

is always added to the Villain deck. The they wish, but they cannot re-roll a given Michelangelo Villain deck will always consist of exactly roll more than once. twenty-five cards when built. After rolling the Action dice, the players arrange their dice in front of them in any order they choose. (You’ll understand why SIDEBAR: Character this matters in a second.) Leonardo Sheet Breakdown Stats Character Ability HERO TURNS Character Name After the dice are rolled and arranged, the The other Hero players will need to use heroes choose a Turtle to go first. On your them for their turns as well. Turtle’s turn, you use your Turtle’s Action Once you’ve finished using your Turtle’s dice in whichever order you like, resolving Action dice (either because you’ve run each action as you do so. The effects of out or do not wish to make any further each action are described under “Actions” actions), then your turn is over, and play on pg. 10. Mark Action dice that have passes to the villain. At this point, remove already been used by placing the Drained any Drained tokens that you’ve placed on tokens (manhole covers) on top of them, dice during your turn. The Villain player and then remove the Drained tokens at the will hand you a Turn token indicating end of your turn so that the other Turtles your turn has been completed. You may may still share your dice. Do not pick up not activate your hero again until all four Villain Role (Leader or Minion) or re-roll your Action dice once the first Life heroes have received this token, signifying Turtle has started their turn for the round. Action Dice Icons the End of Round.

7 8 Special Moves The action icons are: receives a +1 bonus to their Defend attribute as long as the shell icon »» or Move (a.k.a. skateboard) Icon: During a hero’s turn, they may also use one remains in play (i.e., until the die is You receive move points equal to your (and only one) of their special moves from re-rolled or the Villain Ability card is character’s Move attribute for each among the ones they chose at the start of discarded from play). the battle. Using a special move may spend skateboard icon you spend. So if your one or more of the hero’s dice for the turn Move is 3 and you spend one skateboard »» Active Defense Icon: and/or may cost focus or life. See “Using icon, you get three move points, while This icon is a combination of a melee Special Moves,” pg. 14 for further info. if you spend two skateboards, you get icon and a defense icon. It provides six move points. Move points are used to a +1 bonus to the character’s Defend move around the map (see “Movement,” attribute just like the defense icon, but VILLAIN TURNS END OF ROUND pg. 11). If you take a different action of it also allows the character to make a After each hero’s turn, the Villain player This process continues—with the heroes any sort, any remaining move points melee strike (and may be combined takes a turn. This means that the Villain and villain alternating turns—until all you have left are lost. with normal melee icons when doing so, as described below). The +1 bonus player takes a total of four turns every four Turtles have taken their turns and »» or Melee (a.k.a. katana) Icon: to Defend does not go away when the round. During the villain’s turn, the Villain the Villain player has finished their fourth Choose an enemy adjacent to your melee icon is spent. player plays two Villain Ability cards from turn. At this point, the villain gains 1 Focus character (diagonal enemies count as their hand, one at a time, resolving each token from the bank (not to exceed their adjacent), and make a melee strike »» Chi Icon (Heroes Only): card as it is played (see “Playing Villain starting Focus for the battle), spawns new against that enemy. See “Melee Strikes” Rolling a chi icon on an Action die Ability Cards,” pg. 14). Afterwards, the minions (see “Spawning New Minions,” on pg 12. is special and represents the hero Villain player refills their hand from the pg. 15), and a new round begins. marshalling their inner strength. When »» or Ranged (a.k.a. shuriken) Icon: Villain deck, and play continues with the you roll a chi icon (but after any re-rolls Choose an enemy at least two spaces next Turtle chosen by the Hero players. of the Action dice are resolved), your ACTIONS away from your character that your hero immediately regains one focus Active Villain Ability Cards character has a line of sight to, and Heroes take actions by spending their (see “Focus,” pg. 17) if their Focus Action dice, while the villain takes actions make a ranged strike against that Villain Ability cards remain active for a is currently below their maximum, by playing Villain Ability cards. In either enemy. See “Ranged Strikes” on pg. 13. short time after being played. All Villain and they heal one die of wounds if case, the dice or cards provide the player Ability cards are played face-up in front »» Defense (a.k.a. shell) Icon: wounded (see “Healing Wounds,” pg. with one or more action icons. When these of the Villain player, with the oldest card This is not an action per se, and it is 16). Afterwards, turn this Action die to action icons are spent, they allow the on the left and the most recently played never spent. Instead, the character any other side of your choice. player to perform actions. card on the right. If, at the start of the villain’s turn, there are four Villain Ability Action Icons cards active in front of them, the two Combining and Dividing Up oldest Villain Ability cards (the two on the Action Icons left) are discarded and cease being active. A player may spend multiple icons of the available on a die or card, they cannot This is very important as active Villain same type on a single action in order to choose to spend only one of those katanas Ability cards can provide ongoing defense boost that action’s effects. On the other on an action. In other words, multiple bonuses to certain types of villain figures hand, a player may not spend only part of icons may be combined, but players or even more unusual effects. an action icon on an action. That is to say, cannot “make change” from a single icon, if a player has a double katana icon whether it comes from a die or a card.

9 10 Example 1: Leonardo spends a double Example 1: Donatello has six move Terrain Moves Defend attribute plus the number of defense katana icon from one Action die and a points. He spends four to move adjacent icons they currently have in play, whether Some types of terrain single katana icon from another Action to an enemy figure, then makes a melee from Action dice or Villain Ability cards. have terrain moves listed die to make a melee strike. He has spent a strike. As soon as he makes the melee For instance, a Foot Clan Ninja has a Defend on their card, which are total of three katanas on the melee strike strike his remaining two move points are attribute of 2, and there are two defense a type of special move and places Drained tokens on both dice. lost. icons for Foot Clan Ninjas on Villain Ability available to any character cards in play, so the Villain player rolls four Example 2: Leonardo only has one Action Example 2: After making the attack in the battle. Terrain moves do not count Battle dice. die left for the turn, a double katana. He above, Donatello spends another move against a hero’s limit of one special move wants to split it up to make two separate icon that he had left, gaining three more per turn and are fully explained under The damage from the strike is reduced by melee strikes with one katana each. move points. He may now use these move “Using Terrain Moves” on pg. 14. one for each rolled on the Battle dice However, this is not allowed, and he is points to move again, even though he down to a minimum of zero. Whatever forced to make a single melee strike with took another action in between moves. MELEE STRIKES damage is left is then applied to the target two katanas using the double katana icon (see “Wounds,” pg. 16). Breaking Away from Enemies When a character makes a melee strike by on his Action die. Example 1: Leonardo rolls a total of five If a hero or villain is adjacent to any spending one or more melee icons, the controlling player chooses an enemy figure damage on his melee strike, and the Foot MOVEMENT enemy figures (even diagonally) when Clan Ninja rolls two blocks on his defense attempting to move to another space, adjacent to the character to target (enemies When a character takes a move action that are diagonal to the character count as roll, so the Foot Clan Ninja suffers three they must spend one extra move point for damage. by spending one or more move icons, each adjacent enemy. Thus, if Leonardo adjacent, enemies on different elevation they receive move points equal to their is next to two Foot Clan Ninjas, it costs are not adjacent.) KO’ed characters cannot Example 2: Leonardo rolls a total of Move attribute for each skateboard him three move points to move one space be targeted by melee strikes. two damage on his melee strike, and the spent. Thus, a character with 3 Move (one point to make the actual movement The player then rolls Battle dice equal Foot Clan Ninja rolls three blocks on his that spends two skateboards receives six plus two extra, one per adjacent enemy). to the character’s Attack attribute plus defense roll, so the Foot Clan Ninja suffers move points. These points are then used Characters do not have to break away from the number of melee icons spent on the zero damage. to move around the board. Normally, it KO’ed enemies. attack. For instance, if Leonardo spends costs one move point to move one space Spending Focus on a Strike or three katanas to make a melee strike, he on the board, and diagonal movement Effects of Terrain on Movement Defense Roll will roll four Battle dice since his Attack is allowed, even if squeezing diagonally Blocking terrain (blacked-out spaces) attribute is 1. As with rolling your Action dice at the start of between two obstacles. Characters cannot cannot be moved into at all. In addition, the round, you may spend a focus in order enter a space containing another figure. other types of terrain may increase the The damage from the strike is added up to re-roll one, some, or all of your dice when They may move through KO’ed figures, but move point cost to enter a space (such as as shown below: making a strike or defense roll. However, a not end their turn on them. slow terrain), prevent a character from »» : +1 Damage given roll may only be re-rolled once. After Interrupted Movement ending their movement in a space (such that, you’re stuck with what you’ve rolled. »» : +2 Damage as unstable terrain), or deal damage to a In addition, the attacker must decide If a character takes any other action »» : +0 Damage character that enters the space (such as whether or not to re-roll the strike before the (such as making a melee strike), then any hazardous terrain). For the full effects of remaining move points are lost. This means Defense Roll defender makes their defense roll. Once the terrain, please see the Terrain cards listed defense roll is made, the strike cannot be re- that a character cannot move, attack, and in the battle you are currently playing. then move again unless they spend another The target then makes a defense roll to try rolled. The defender must give the attacker move icon after making the attack. and reduce the damage. The defending a chance to make this decision before rolling player rolls Battle dice equal to the target’s of course.

11 12 RANGED STRIKES USING TERRAIN MOVES When a character makes a ranged strike the attacker (calculated by the shortest Terrain moves are moves printed on by spending one or more ranged icons, route possible), then the strike’s damage the Terrain cards placed in play for the the controlling player chooses an enemy is reduced by one for every space beyond current battle, such as the Climb move on figure that isn’t adjacent to their character the second space. It’s very difficult to hurt the Elevated Terrain card. Any character, (not even diagonally) that the character hero, or villain may use any terrain enemies that are too far away. Special Move Terrain has a line of sight to (see below). As with card card move currently in play by spending the melee strikes, KO’ed characters cannot be Example 1: Raphael targets a Foot Clan appropriate action icons, focus, and/or life targeted by ranged strikes. Ninja that is six spaces away from him, shown on the Terrain card. Terrain moves so the strike’s damage is reduced by four work just like special moves, but they Making a ranged strike is exactly the same (i.e., the total range minus two). Raphael Villain Ability card don’t count against a hero’s limit of one as a melee strike, including the defense still rolls the same number of Battle dice special move per turn and do not remain roll and spending of any focus, except when making the strike, he just subtracts active after use like special moves do. that the strike gets weaker the further four from the damage before the defense USING SPECIAL MOVES away the target is from the attacker. If the roll is made. target is more than two spaces away from Each Turtle has several special moves PLAYING VILLAIN that their player chooses for them at the Line of Sight start of the battle. Each turn, a hero may ABILITY CARDS A character has line of sight to its target if you can draw a straight line from the use one (and only one) of their special Each Villain Ability card shows you what center of the character’s space to the center of the target’s space without crossing moves. To do so, the hero must spend type of villain figure it activates, how many any blocking terrain (or any other terrain that blocks line of sight, such as obscuring the action icons, focus, and/or life shown of that figure it activates, and what action terrain). Figures on the map do not block line of sight. on the bottom of the Special Move card. icons each of the activated figures receive. (As usual, you don’t get “change” when Treat the cards as though you had rolled spending icons off an Action die.) The those symbols on Action dice for the listed

Enemy Figures hero then performs the special move as villain figures. So if a card says that two don’t block described on the card. The special move is line of sight, Foot Clan Ninjas activate with one move though the then placed face-up in front of the player icon and one melee icon, then you can front ninja is Mikey has a diagonal until the start of that hero’s next turn. too close for a line of sight to the ninja, choose up to two Foot Clan Ninja figures ranged attack. as Friendly Figures don’t While the card is face-up in front of the in play and have them each take a move block the line of sight. player, it is still “active” (which matters action and make a melee strike, just like for a number of special moves) and also the heroes’ move actions and melee strikes. serves as a reminder that the hero has If a Villain Ability card activates multiple already used a special move this turn. figures, you must complete each figure’s entire turn before moving on to the next. Remember, a hero may only use the special moves that their player selected for Important: The Villain player may only them at the start of the current battle. The activate a given figure once per turn. So

Mikey has a diagonal line of unchosen special moves are not available if Master Shredder was activated with the sight to the first ninja, but the for use unless some game effect (such as line of sight to the second ninja villain’s first card play, he may not be clips through the blocking Michelangelo’s Party Dude move) says activated again with the villain’s second terrain a bit, so it is illegal. otherwise. card play for the turn.

13 14 Villain Card Special Abilities Some Villain Ability cards have one or more that have either been KO’ed or didn’t start Healing Wounds defense icons on them. These cards add a the scenario on the board (i.e., in the Villain Ability cards may also have one bonus to the Defend attribute of that villain figure pool), the villain would spawn three Characters may be healed in a number of or more special abilities listed on them. figure equal to the number of defense Ninjas, one Bruiser, and one Elite. ways, such as Villain Ability cards, special Each special ability lists when it triggers, icons on the card while the card is active. moves, or rolling a chi on an Action die. To spawn figures, the Villain player takes such as “when played,” “when discarded,” This affects all figures of that villain type, Typically, you will be instructed to roll those figures and places them in empty “this turn,” or “while active.” A list of these not just those activated by the card. For a certain number of Battle dice, and the spaces in the spawn zones shown on the triggers and what they mean follows: example, if a Foot Clan Ninja card activates character will heal a number of wounds map for the current battle. The villain two Foot Clan Ninjas and has one defense equal to the hits rolled. Just calculate »» When Played: The ability occurs cannot spawn more figures in a given icon on it, all Foot Clan Ninjas in play gain the damage on the dice like you would immediately when the card is played, round than there are empty spawn zone a +1 bonus to the Defend attribute while when making a strike, but heal that many before any of the action icons on it spaces on the board, but they decide the card is active, not just the two Foot wounds instead of dealing damage. Note may be spent. which figures spawn where and which fail Clan Ninjas activated by the card. that a character cannot be healed past their »» When Discarded: This ability occurs to spawn at all. Life attribute. Any excess healing is wasted. immediately when the card is Desperation Activation Don’t forget that when spawning new discarded from the line of face-up If the Villain player desperately needs minions, the Villain player also gains one KO’ED FIGURES cards in front of the villain. to activate a certain villain figure and focus at the end of each round, not to A hero or villain leader that is KO’ed is »» This Turn: The ability is active from the doesn’t have the cards in their hand, exceed their starting Focus for the battle!! laid on its side in the space it’s in, while moment the card is played until the they may choose to play a Villain Ability a villain minion that is KO’ed is removed villain’s turn ends. card facedown to activate any one figure WOUNDS from the board and returned to the figure »» While Active: The ability is active from they control with one move icon, one When damage is dealt to a character, they pool. A KO’ed figure cannot be attacked, the moment the card is played until it melee icon, or one ranged icon. This isn’t suffer wounds equal to this damage. Once nor may special moves be used on them is discarded from the line of face-up particularly efficient, but sometimes you a character has suffered wounds equal to unless otherwise stated. In addition, a cards in front of the villain. need to activate a certain figure and you KO’ed figure doesn’t force enemies to don’t have a card for it. or greater than their Life attribute, that Note that any special abilities on the character is KO’ed (see “KO’ed Figures,” break away from it, and it can’t take any card activate as described, even if the Important: Note that you cannot use below). Wounded minions should have Life normal actions. They must awaken first. activated figure is currently KO’ed (unless desperation activation to activate a KO’ed tokens placed next to them on the board Characters may move through, but not otherwise stated). villain leader! to indicate wounds they’ve suffered, while end their movement in the same space as a KOe’d figure. Villain Ability Card Defense Icons heroes and villain leaders should have the SPAWNING NEW wounds placed on their character sheet. Awakening Heroes Number of units with this name activated by Alternately, players may wish to start their If a hero is KO’ed, then on their next turn, this card MINIONS characters with Life tokens on their sheet they roll Battle dice equal to the hero’s Defense Icon At the end of the round, new minions equal to their Life attribute and remove Defend attribute plus: spawn for the villain automatically. The them to indicate wounds suffered. As long Special Ability villain takes half (rounded up) of each as all players are clear on which method is • Any bonus dice from their defense icons Trigger type of minion they have in their figure being used, it doesn’t matter. • +2 per adjacent non-KO’ed hero pool (i.e., the figures not on the board) • -3 per adjacent non-KO’ed villain leader and spawns them. So if there are five Foot • -1 per adjacent non-KO’ed villain minion Clan Ninjas, two Foot Clan Bruisers, and one Foot Clan Elite sitting next to the map

15 16 Focus may not be spent to re-roll this awaken again on their next turn. In some total number of hits is equal to or greater of each new battle, and indeed, players roll! The hero regains life equal to the battles, if a leader remains KO’ed once or than the difficulty of the Focus check, you do not even have to keep the same four damage rolled on the Battle dice and twice in a row, the heroes win! succeed. If the number of hits is less than heroes throughout a given Adventure. stands up if they have accumulated at least the difficulty of the Focus check you fail, Naturally, they have the opportunity to Total Party Kill as much life as the number in parentheses but may try again by spending another choose different special moves before next to their Life attribute (e.g., 8 Life for In every battle, regardless of normal win Action die. each battle. Leonardo). The awakened figure may now conditions, if all four heroes are KO’ed at continue their turn as normal without the same time, the villain wins immediately. WINNING THE GAME ALLIES penalty. However, if they have not regained enough life yet, place a KO’ed token on the FOCUS The game continues until one of the two Sometimes, as a reward for winning the hero’s sheet, and they miss their turn. The sides completes their win condition for previous battle (or because of a special hero will have to attempt to awaken again Both the heroes and the villain have a the current battle, at which point that side rule in a particular battle), the heroes are on their next turn. If the hero fails to get up certain amount of focus available to them. wins. Win conditions can be anything, given the opportunity to “call upon an again next round they continue receiving One focus may be spent after any die roll ranging from crossing to the other side of ally.” When this happens, the heroes look KO’ed tokens until they awaken. In some (unless stated otherwise) to re-roll one, the map, to staying alive a certain number at all available allies and choose one of battles, if a hero remains KO’ed once or some, or all of the dice rolled. However, no of rounds, to hacking into a certain them, then gain the benefits listed on that twice in a row, the villain wins! roll may be re-rolled more than once. computer and escaping. However, the Ally card. Villain player always wins if, at any time, Awakening Villain Leaders The Villain player starts each battle with a all four heroes are KO’ed at the same time. certain amount of focus as stated in that TRACKING ROUNDS: The next time the villain leader is activated battle’s description and gains one focus at The included Victory Bookmark can also (remembering that you cannot use the end of each round when spawning new SAVING YOUR PLACE be used to track in-game rounds. Place desperation activation to activate a KO’ed minions. The Villain player may never have After the players complete a battle, they a Drained token on the 1 space of the villain leader), the villain rolls Battle dice more focus than they started the battle with. may wish to continue playing their way Bookmark at the beginning of a battle. equal to that leader’s Defend attribute plus: through that Adventure comic. However, Move the token up once all four heroes The heroes start each battle with the • Any bonus dice from their defense icons it’s unlikely that they’ll want to do so have a Turn token and the Villain has amount of focus listed on their character • -2 per adjacent non-KO’ed hero immediately, so you may use the included taken their fourth turn. (Completing the sheets. However, they only regain focus bookmark to remember where you are round.) • +3 per adjacent non-KO’ed villain leader when they roll a chi on their Action dice in the comic and which side won the last • +1 per adjacent non-KO’ed villain minion (one focus per chi rolled) or when a special battle. Simply place the bookmark in the Focus may not be spent to re-roll this move or ability causes them to regain comic at the start of the next battle you roll! The leader regains life equal to the focus. A hero may never have more focus are about to play with the winner of the hits rolled and stands up if they have than they started the battle with. previous battle (either Shredder or the accumulated at least as much life as Focus Check Turtles) facing towards the front of the the number in parentheses next to their comic. The next time you play, simply Life attribute (e.g., 7 Life for Karai). The Focus checks are used to perform certain pick up where you left off, making sure awakened figure may now continue their scenario-specific activities such as that the side that won the previous battle turn as normal without penalty. However, unlocking doors and hacking computers. gets any benefits listed in that battle if the leader has not regained enough life To make a Focus check, spend an Action for winning. This is the only thing that yet, put a KO’ed token on the leader’s sheet, die with at least 1 non-shield Action icon changes during setup aside from the and their activation immediately ends. on it. Then roll Battle dice equal to your enjoyment of following the story’s course. The Villain player will have to attempt to hero’s Focus, adding up the hits. If the The heroes are all fully healed at the start

17 18 Receive move points equal to your This is a passive boost to your character’s character’s Move attribute. defense rolls when you are attacked. Roll 1 additional Battle die for each shell icon you Receive move points equal to twice your have. character’s Move attribute. These points may not be split into separate actions. This icon is a combination of the katana icon and the shell icon and is used in both attacks Use the katana icon to attack an adjacent and during defending attacks. See full rules enemy (including diagonal). See full rules on on page 13. page 13. A rolled chi icon restores one focus and Double katanas counts as two katana icons heals your character one Battle die worth of when rolling Battle dice. You may not wounds. See page 16 for “Healing Wounds.” separate this icon into separate attacks. See full rules on page 13. Single hit icon counts as one point of Damage. Use shuriken icons to attack an enemy at least two spaces away. See full rules on page 13. Double hit icon counts as two points of Damage. Use the double shuriken to attack an enemy at least two spaces away. You may not Block icon defends the roller against one separate this icon into separate attacks. See point of Damage. Does nothing when rolled full rules on page 13. during an attack.

CREDITS Game≈ Design: Kevin Wilson Playtesters: Dylan Bradley, Matt Cary, Andrew Christopher Enriquez, Eli Game Artwork: Tony Vargas Gingerich, Adam Johnson, Rachel Kirin, Graphic Design: Samantha Barlin Rob Matsushita, Erik McCarthy, Greg Parkinson, Zap Riecken, Eric Skogerboe, Editing: David Hedgecock, Nate Murray, John Skogerboe, Mark Snow, Billy Jean and Michael Benedetto Van Knight, Nick Walker, Charles Warman, Photography: Delaney Mamer Daryl Andrews Product Development: Jerry Bennington Special Thanks To: Joan Hilty, Linda Lee, and Nate Murray Bobby Curnow, Tom Waltz, , , Ted Adams, Greg Goldstein, Production Management: Kathy Cheong Chris Ryall, and Robbie Robbins. and Thomas Cho Game Partners: Nathan McNair and Molly Teenage Mutant Ninja Turtles © 2016 Viacom International Inc. Wardlaw All Rights Reserved.