Equestria Ninja Girls: Spy Racers

by AmethystMajesty25


The Celestial Vault

Meanwhile at Salchicas, Tiffany and Wanda were video chatting with her son, Frostee. She cooed, “Look at you, out there in nature. Is that a lake? Oh, that's so fun!”

Wanda said, “Don't anger the bees. Do have your Epinephrine?”

Frostee shouted, “I'm not allergic to bees, Mom!”

“You say that now. Wait until you get attacked and blow up into a giant blueberry.” Wanda retorted before she went back to work.

Tiffany asked, “How's your science? Is our little baby making friends at camp?”

“I'm not a baby! Can a baby build this?” Frostee showed Tiffany his jetpack.

Tiffany gasped, “Wanda, look! It's like those wings he made when he was a baby.”

Frostee continued, “Oh, yeah! That was pretty cool. But this is better! It's a drone suit that Sonata helped me with! Watch!” Frostee pressed a button his phone and the drone suit was activated, lifting Frostee a few inches off the ground. “I’m flying! Woo-hoo!”

Wanda came by to take a look as Tiffany said, “Frostee, that's amazing! Look Wanda, our little angel is flying.”

“Don't you bring that thing home to the restaurant. I just got all the laser nonsense fixed. I don't need you punching a hole in the roof.” Wanda reminded her son.

Frostee replied, “This is totally in control. I can wait tables wearing this. Making it rain sobrassada like...” He flew in different directions, “Bam, bam, bam, bam. See? I'm not even spilling.” Then, his jetpack started to have a glitch and flew upward.

“Argh!” Frostee shouted while losing control, much to his mothers' concern.

Frostee said, “Hold on. Just needs some adjustments.”

In truth, Frostee was filming it in front of a green screen outside the garage.

Frostee yelled, “Sonata, look out!”

“Huh?”

Before Sonata could react, Frostee slammed into her and she held on for dear life.

“Mm-hm!” Wanda nodded in an unimpressed tone and Tiffany gasped.

Frostee panicked, “Argh! Hold on. Just need to make some adjustments. No that’s not it.”

Sonata greeted Frostee’s parents, “Hi Mrs. Bensons.”

Tiffany and Wanda greeted back, “Hey Sonata.”

Sonata pleaded, “Frostee, please stop this ride.”

“I'm trying.” Frostee answered.

Wanda warned them, “Don't you two fly into that tree.”

“We're not! Whoa!” Frostee grunted.

Tiffany said, “That's my baby!”

Wanda retorted, “That boy's brain is either going to get us rich or kill us all.”

The pair crashed into a couple of trash cans, but were uninjured.

“We're okay.” Frostee and Sonata said in unison.


Inside the garage, Tony’s crew along with Gabby, Casey, Donnie, Rainbow, and Sunset were working on their own vehicles while everyone else was enjoying some free time.

“Look dude, I'm just saying, you can't use your car to stop a speeding train, and then complain when it has problems.” Cisco told Tony.

Gabby added, “He's right. That kind of damage is unavoidable.”

Tony replied back, “If I didn't stop that train, we'd have bigger problems.”

Layla unexpectedly appeared and entered the garage, telling Tony, “I told ya I'd be fine.”

Cisco yelped as his head hit the hood of Tony’s car while Gabby silently giggled.

“Oh.. I'm sorry.” Layla apologized.

Tony replied, “Don't worry. He's done that six times today.”

Layla asked Tony, “Need a hand? That thing is called the engine.”

Tony sarcastically said, “Ahh... thanks.”

“Here, let me hold this and you tighten.” Layla instructed him while she started working.

Tony surprisingly said, “I didn't realize you got your hands dirty.”

Gabby added, “Yeah, I'd figure you hire someone like Donnie or Casey to do your auto-repairs.”

“Casey and repair in the same sentence. Has the world gone mad?” April wondered.

Layla answered to Tony, “My fingernails have enough dirt to plant potatoes. You're the one with baby hands, So soft. What kind of moisturizer do you use?”

Tony bluffed, “What? These mitts are like leather on iron covered in barbed wire.”

“Oh please. You probably can't hold a cup of tea without squealing like a piglet.” Layla squealed as everyone started laughing.

Tony chuckled, “Shut up.”

“That was a good piglet call, Layla,” Fluttershy commented.

“So did you grow up on a farm?” Gabby asked.

“When I was toddler,” Layla answered. “The rest of my life was mostly on the streets in the roughest parts of towns.”

“Sí, I grew up in Harlem,” Gabby answered. “So you gotta learn to be tough in order to survive that neighborhood.”

“You don't say,” Layla said, intrigued.

Rainbow asked Layla, “Uh, you here for any reason?”

Layla notified everyone, “I came to tell y'all about the next event. We're going up to Mount Zebulon.”

“What's that?” Rarity said.

Layla answered, “It's Shashi's dream rally. He's always talking about it ever since I've known him. The whole mound is owned by some tech billionaire. Those codes we stole from the Russian unlock the security.”

Gabby nodded, “Glad to know it was worth it.”

Tony wondered, “So is there a diamond mine in there or something?”

“Ooh, if there is one, I’m going to explore in there.” Rarity blurted out.

Donnie asked, “Is it hollowed out like a giant vault?”

Cisco exclaimed, “Ooh, is it a volcano?”

“Why would Shashi want to rob a volcano?” Gabby asked Cisco in bewilderment.

Cisco explained to everyone, “Duh, to get the pumice. To corner the soap market. Shashi loves cars, and nothing gets grease out from under your nails like pumice.”

Echo shouted, “Everybody, step back! I'm going to slam the hood on Cisco's head to see if I get it working again.”

“We're not stealing anything this time. Apparently, it just makes him mad that one guy can own a mountain. He wants this to be the biggest SH1FT3R rally ever.” Layla told everyone.

Gabby informed Tony, “We'd better adjust your fuel mix so this thing runs at altitude.”

Layla also told the gang, “Get your cars ready too. Shashi wants everyone racing in this one.”

“YEAH!” Everyone cheered and scrambled to their tool boxes.

Aria added, “Oh, this is going to be great!”

Echo showed Layla her vehicle and told her, “Me and Donnie put in wide stance wheels for stabilization and tight turns.”

Cisco slurped his drink before he placed it on one of the cupholders, “I put in mega-cupholders.”

Donnie added, “Booster rockets for more thrust.”

“Hot and cold cupholders.”

“Top secret experimental government battery and a sick new paint job.”

“And I’m the one who helped her with it.” Sunset added before giving Echo a fist bump.

Cisco exclaimed, “Casey and I mounted on this sweet rocket, and in case I have to work on it, undercarriage cupholders!”

Raph informed Cisco, “With all those cupholders, you'll need to go to the bathroom.”

“Who needs a bathroom with all these empty cups?” Cisco said as he pointed a pile of cups on his truck.

“Eww!” Everyone shouted in disgust.

“Oh, that's disgusting!” Rarity said in repulse.

Layla turned to Gabby. “I hope you bring your A-game to this race, Latina. Cause I'm gonna leave you in the dust!”

“Aprobado, but I've got a lot more tricks you should watch out for,” Gabby warned her lightly.

“Hey, never tell Toretto, but I was actually impressed that you beat me,” Layla admitted. “No one can do that.”

“Well, an uncle of mine once said "You don't have to be faster than someone, miha, if you can be smarter than them",” Gabby explained. “It's a very useful tactic when your racing against a champion-level driver.”

“You know, I'm starting to like you, Latina,” Layla said. “I'd even consider you a friend.”

“Well... I'd already call you a friend, Layla,” Gabby admitted.

Layla was surprised. “Seriously?”

“Serimente, seriously,” Gabby answered. “I'll admit we didn't get on each other's good sides at first, but after that owl mission, I think I've seen another side to you, a sort of friendlier side.”

Layla smiled. “Well, don't think I'm gonna go easy on you in the race, Latina.”

“Right back at you, Southern Belle,” Gabby replied.


Hours later, Tony’s crew along with Twilight and Spike were in the hauler heading to Mount Zebulon with the rest of the Ninjas and Allies following them.

Ms. Nowhere appeared onscreen while jogging in place. She started to put the clues together and said, “I don't care what Layla said. Breaking into a secret mountain lair owned by a reclusive billionaire? Shashi is stealing something.”

Tony spoke up, “I don't think you get it. Layla and Shashi trust us. We're on the inside, deep cover. They've no idea that we're all spies. We're just that good. We're pulled off every mission he's given to us.”

Ms. Nowhere reminded him, “One mission.”

Tony stated as Cisco entered the room, “Yeah. Every mission. If this were a heist, we'd know. Layla's like our best friend now.”

Cisco gasped.

Tony ensured his best friend, “Spy cover friend, Cisco.”

Cisco sighed, “Don't scare me like that, bro.”

Ms. Nowhere instructed her agent, “Gary, pull up a holographic map of Mount Zebulon.”

Gary pulled up a map of Mount Zebulon and showed it to Tony’s crew.

Frostee looked at the map and hummed, “Hm.”

While everyone examined the map, Gary got up until Ms. Nowhere stopped him. She asked, “Where are you going?”

Gary answered, “I’m just going to get some coffee.”

“You want coffee, you can roll over to it.” Ms. Nowhere answered as Gary sat back on his chair and started rolling forward with it to grab some coffee.

After that, another agent stood up and walked out until Ms. Nowhere noticed him.

Ms. Nowhere questioned her agent, “What are you doing, Julius?”

Julius sheepishly answered, “I have to go to the bathroom.”

Ms. Nowhere answered the same thing to Gary earlier, “Roll, baby. Roll on.”

Julius sat back on his chair and started rolling, but he yelped and slipped as he exited out of the server room.

“These tools think they can outstep me in the office fitness challenge? They're sadly mistaken.” Ms. Nowhere then looked at what’s on the mountaintop of Mount Zebulon. The satellite dishes. “Look at the satellite dishes on the mountaintop. From up there, Shashi can hack air traffic control, shut down communication throughout North America. Who knows? Maybe the keys are the satellites.” Ms. Nowhere wondered.

Tony asked everyone, “Were there any satellites in his?”

Cisco shook his head, “Nah, man. But there was a lot of cool stolen stuff.”

Twilight added, “Like some awesome custom cars. I loved the blue one.”

Echo nodded, “She ain't wrong. Those rides were dope.”

Frostee pulled up some pictures from Shashi's vault and notified his friends, “Check this out, guys. I took some pictures.”

Tony said, “Sweet! What kind of car is that?”

“I don't know. Frostee, Donnie, and I looked over it, but couldn't find anything about where they're made. They have these weird frames with an experimental alloy, a magnetic signature...” Twilight was interrupted by Ms. Nowhere.

“Forget about the cars! It's always about cars with you people. We're looking for keys.”

Twilight mentioned, “Casey was right. Might've been helpful if there was a police report or something.”

Cisco said, “None of us found any keys, secret drives, codes, or nothing.”

Echo informed everyone, “But the Tech Experts and I researched Delwyn Usk, who owns the mountain. Turns out, he has a connection to the other dudes Shashi robbed.”

“Yeah. Check out this picture from 1993.” Frostee snickered and everyone laughed at the picture of Ms. Nowhere’s old picture from 1993 with the same pose that Ms. Nowhere's doing already.

Ms. Nowhere turned them down, “If you're waiting for me to be embarrassed, keep waiting. I look good.”

“Okay, okay, we're just playing. Here's what we found.” Twilight brought up the picture of Delywn with the guests in his party.

Frostee started explaining about the picture, “Okay, so there's Usk, who obviously built all the cool rockets and space stuff; this is the software founder who had the bullet train; Williams, whose yacht got robbed. I don’t know these people are.”

Ms. Nowhere suggested, “So they’re all connected...”

“Of course they are. All rich people know each other, right?” Tony wondered.

Echo answered, “That's right.”

Cisco snapped his fingers and blurted out, “Hey, anyone here heard of the Illuminati?”

Frostee told him, “You should be looking out for are the Bliderbergers.”

“Yeah! The wizard people!” Cisco exclaimed.

“How did you...” Ms. Nowhere interrupted Julius.

“Shut up, Julius. Can we focus on the actual conspiracy please? Obviously this mountain is a target. Delwyn Usk must have a key here somewhere.”

Tony told Ms. Nowhere, “I'll stick with Shashi the whole time, but if he we're stealing something, I'd know. I mean, we saw Layla opening up to us.”

Echo said, “Yeah. Kinda made me sick.”

Frostee reminded Tony, “Don't fall for the honey pot, T. See me using the spy talk?”

“I agree with Frostee,” Applejack chimed in. “That Layla Grey is bad news!”

“Is that because she talked smack about family?” Aria asked.

“YES!” Applejack fumed.

“And she knocked the Turtle Racer!” Casey recalled. “And hit me and Donnie with my hockey stick!”

“She's definitely on my bad list!” Donnie put in.

“Yes, I know Layla is not exactly nice, but maybe she's not all bad,” Gabby noted.

“And I'm not falling for her. We're just friends. Colleagues.” Tony ensured everyone.

“Suure you are,” Rainbow said, in sarcasm.

“Yeah, it's written all over your face, dude,” Mikey grinned.

“No it's not!” Tony retorted.

“Yes it is,” Pinkie popped up behind him. “Right here, here, here, and here!”

“Stop it!” Tony pushed her away.

“There's no shame in admitting you like someone, primo,” Gabby said.

“Is that so...” Tony grinned, mischievously. “Like you and Jones like each other?”

Gabby covered her mouth and blushed, while the crew went, “Ooooo!”

“I-I-I don't know what your talking about, yo?!” Casey said, nervously.

“Or the more obvious,” Tony went on. “Like how Leo and Twilight like each other?”

The said couple blushed, Leo looked away while Twilight laughed awkwardly and the crew repeated, “Ooooo!”

Ms. Nowhere angrily reminded Tony, “You're neither. She's a criminal you're investigating. Get your head straight. You've been a spy for about two minutes.”

Tony said, “Don't be so threatened by the next generation.”

Cisco sighed, “Whoo! It is a long way up this thing. Glad I enlarged my cupholders.”

Frostee raised his hand, “I'm taking a bucket-sized Yoka.”

Ms. Nowhere informed Frostee, “You're not going anywhere, Frostee. You'll stay in the hauler and monitor those satellites. Besides, I'm not throwing a 13-year-old into a race with no operational security.”

Tony said, “Let the kid come along.”

Frostee was taken aback by this, “Kid?!”

“Yeah, we've got this locked down tighter than Gary's flutes.” Gabby answered.

Frostee thanked her, “Oh! Thank you, Gabby.”

Ms. Nowhere ordered, “He's staying in the hauler.”

“Oh, man! Science camp is boring.” Frostee whined.

Tony apologized, “Sorry, Frostee. Want me to stay and keep you company?”

“No, you go and race.” Frostee walked out, feeling upset while Spike whimpered.

Twilight informed her friends, “I’ll stay here and look out for Frostee and Spike. You guys go on ahead without us.”

Tony noted, “Will do, Twi.”


Later on, Tony, Cisco, and Echo arrived at the base of Mount Zebulon from the hauler. Just then, Layla and Shashi approached Tony’s crew to greet them.

“Tony!”

Tony greeted Shashi, “Hey man!”

“You all ready to tame that beast?”

“You know it.” Echo answered.

Cisco told Shashi, “I put in so many cupholders.”

“Cool...” Shashi answered in a weird way.

After that, Layla asked Tony, “So where's your cousin and her friends, Toretto? I'm so looking forward to a rematch!”

Shashi chuckled. “Wish I could've seen that! You should've told me she challenged you to a race.”

“Yep, and she beat her too,” Tony confirmed. “And since I taught her, that technically means I beat her too.”

Layla responded by punching him in the gut, making him double over.

Just then, they saw Gabby pull up in the Turtle Racer. Followed by Casey and April on the Steath Bike. Then Sunset and Rainbow in their cars. And the rest of the Rainbooms minus Twilight in the Party Wagon. The Dazzlings on their motorcycles. And finally Leo, Raph, Donnie, and Mikey pulled up in the Patrol Buggies.

“Dope!” Echo marveled at the Stealth Bike.

“Nice rides!” Cisco said.

Layla just chuckled at the brothers' rides. “And what are those?”

"I call them, the Patrol Buggy," Donnie said.

“Awesome,” Shashi motioned out to the environment, “I've been dreaming about this for years. My parents used to take me camping here before they passed. Then this rich jerk bought the whole thing and fenced it off.”

Raph answered, “Doesn't sound fair to me.”

“Right? How can one man own a whole mountain and keep everyone off of it? In America, land of the free!”

Everyone, including Tony’s crew cheered.

Shashi continued, “Well today, we're gonna roll right through the front gate. Today, we're taking Mount Zebulon back to the people. Let's roll!”

After the opening speech, Layla and Shashi approached to their vehicles and Shashi informed her, “Stick close. We'll lead the way up to the top together.”

“Everybody ready?” Leo asked his friends.

Everyone confirmed they were ready and went into their vehicles.


Shashi rolled up to the entrance to Mount Zebulon. However, there two security guards defending the gate. He stepped out of his car and asked the guards, “Excuse me! Can you guys help me? I'm looking for Mount Zebulon.”

One of the security guards told him, “I'm sorry, sir, this is private property. You can't be here.”

Shashi begged them, “Yeah. I'm just trying to get to this old campsite I used to visit with my parents. You see, they passed away, and it’s a special place for me.”

“Sir, I'm going have to ask you to move along. Mount Zebulon is private property now, there's no admittance.”

“The whole mountain is private property?” Shashi asked.

“Yes sir.”

Shashi got serious and questioned them, “And you think that's okay?”

“If you don't leave the area immediately, we are authorized to remove you by any means necessary.” The security guard ordered Shashi as the turrets appeared on the gate, looking armed and ready.

Shashi asked them, “Wait a second. Do the citizens of this country even get a vote anymore? Or is the whole system run by billionaires like Usk?”

“You have ten seconds before we open fire. Please leave.”

“Look at you, surrounded by technology you think makes you strong. But your dependence on it is actually your greatest weakness. Now get off my mountain!” Shashi switched the turrets on the gate and destroyed it. He walked back to his car and got in, notifying everyone, “Let's ride!”


Pretty soon, every racer followed Shashi and Layla up to the top of the mountain while Twilight and Frostee stayed behind in the hauler with Ms. Nowhere on communications.

Frostee groaned, “Uggh, I want to race up on the mountain.”

Twilight said while putting her hand on his shoulder, “I feel the same way, but don't worry about it. However, I'm starting to get the feeling that something isn't right.”

Ms. Nowhere got that gut feeling like Twilight and wondered, “I don't like this. Shashi is drawing attention. Something isn't right.”

Twilight exclaimed, “I just said that.”

Frostee then turned to Twilight. “So, you really have the hots for Leo, huh?” He asked, with a smirk.

Twilight blushed. “Let's not talk about that!”


As the racers raced up the mountain, the weather started to rain.

Adagio wondered, “I'm starting to wish I was in the Shellraiser.”

Aria added, “Same here.”

“I'd take the Party Wagon or Cisco's truck.” Sonata suggested them.

Then, Layla rammed into the Patrol Buggy. “That piece of junk is slowin' yah down, boys!”

“Good thing this piece of junk's got a few surprises!” Raph retorted.

“Oh yeah? Like what?” Layla inquired.

“Like this!” Leo answered.

Then the Patrol Buggy split into four, much to Layla's surprise.

“Oh, and have I mentioned I also super tuned them?” Donnie asked, smugly.

Then the disguised Turtles push some buttons and the four Patrol Buggies each shot off ahead of her.

“A-B-See yah!” Mikey laughed.

Layla growled and activated her car’s turbo boosters with a press of a button. “Woo-hoo!” She cheered as she surpassed the disguised Turtles along with the other racers and caught up with Shashi.

Shashi asked Layla, “Didn’t I tell ya this place is awesome?”

Layla replied, “It's incredible! I hope you don't mind if I take the lead?”

“Not at all. But get ready for a few surprises.” Shashi informed Layla as he switched on his public com-link.

“Attention SH1FT3R,” Shashi announced, over the com-link. “Welcome to our biggest ride yet!”

Tony and his friends cheered while Frostee put his head down and dryly said, “Hooray...”

Shashi continued, “Although we hacked Delwyn Usk's security to get in here, but there are already some federal agents on our tail. You see, Tony Toretto and his crew... are working for the feds!”

The Crew and Ninjas were shocked.

“Uh-oh!” Frostee and Twilight said in worry.

“Oh no!” Sonata cried.

“What?!” Casey exclaimed.

“How did he find out?!” April asked in disbelief.

Leo realized something else and said, “This is why he asked us all to race!”

“It's a trap!” Pinkie cried from the Party Wagon.

Shashi resumed speaking, over the com-link, “I know. Hard to believe a Toretto would turn rat. That's what the world is coming to. His crew broke into my house, went through my stuff, and even ate my froyo!"

"Yep. That was our fault." Cisco apologized while Pinkie, Mikey, and Sonata groaned in shame.

Shashi resumed, over the com-link, ”Some people would say this is bad news, but I like to take lemons and turn them into lemonade. So let’s have some fun: I've got a million dollars for each driver who sends Toretto or one of his crew off this mountain for good.”

Tony and his friends knew what they had to do and started doing what they do best: Stopping bad guys.

”See, you never know what will happen at a SH1FT3R race. Now get cracking. I'll see you at the top.” Shashi announced, over the com-link.

Cisco asked Tony over the com-link, “What do we do now, T?”

“Should we get out of here?” Echo wondered.

Ms. Nowhere stopped jogging and answered over the com-link, “Yes, your cover is blown. Get back down, we'll take it from here. I'll call in air support.”

Tony rebuffed, “No, this is our last chance. I won't let Shashi beat me.”

Ms. Nowhere exclaimed in worry, “Toretto, abort! This isn't a game! You're totally outnumbered and you have no plan.”

One of the SH1FT3R drivers used its gadgets to activate a spiked tire on the left. Tony shouted and pulled away form the spiked tire. After that, he rammed over the SH1FT3R driver's car and Cisco's truck pushed the car aside for good measure.

Tony informed his friends, “We just have to get to the top alive. We'll figure it out from there.”

Scadan pressed a button for his car's gadgets and it activated the smokescreen from the back, making Tony blind.

“Oh no.” Tony panicked.

Frostee zoomed out on the screen and noticed the turns that's within the mountain. He told him, “Tony! There's a switchback coming up in 100 yards!”

Twilight added, “Countdown to three seconds and then turn.”

“Got it. Three... Two... One!” Tony drifted to the left without falling over and sighed in relief.

Shashi apologized to Layla over the com-link, “Sorry to spring this on you, Layla. I know you trusted Toretto.”

Layla admitted, “I can't believe he fooled me.”

Shashi asked, “So you're not mad about this?”

“He lied to us. He get what's coming.” Layla answered without hesitation.

Shashi smiled, “That's my girl.”

“What about Gabby?” Layla wondered. “Do think she was in on it with Toretto?”

“I'm not sure,” Shashi replied. “But she and Toretto are close, so I doubt he would've kept her in the dark about it. But you'd have to ask her yourself. She is your 'best' friend after all.”

“I thought she was,” Layla said, feeling hurt.

Back to the Ninjas, Leo called Tony over the com-link, “Tony, some of us can't take a hit from these cars. You have any ideas?”

Tony thought about it for a minute until he got an idea. “Alright, here's one. Adagio, you and your friends stay with Cisco and Casey. Raph, you’re with me. Mikey, keep Echo safe. Leo and Donnie, with the Party Wagon.”

Sunset was taken aback and asked, “Wait a minute. What about me and Rainbow? We're driving our own cars. Remember?”

“Yeah, but we can take a hit, they can't.” Rainbow replied.

Leo added, “She's right, Sunset. It’s best for the seven of us to divide and conquer.”

Sunset nodded and answered over the com-link, “Alright then. Good luck, my friends.”

Then, two more cars entered the fray and chased after the Party Wagon. As two SH1FT3R cars rammed each side of the Party Wagon, Fluttershy became serious and used her magical powers to call her animal friends. She called on the bees to distract the drivers of the two SH1FT3R cars and Fluttershy slammed her foot down on the gas and the Party Wagon raced off at full speed before the two opposing SH1FT3R cars crashed into each other.

“Nobody messes with me and my driving.” Fluttershy vowed with a wild grin on her face.

After that, the Woofer approached the Party Wagon and blasted her boom box of her car right next to the said vehicle.

“I got this, y'all.” Applejack said as she started to climb on top of the Party Wagon and jumped onto the Woofer's car.

The cowgirl then used her claws to stab the roof of the car.

“Hey, watch the paint job.” The Woofer said and started to shake Applejack off while she held on like she was riding on a mechanical bull earlier.

Applejack grunted, “I've wrestled worst than this.”

The cowgirl managed to open the car window, swung right through the window, and kicked Woofer unconscious into the passenger seat.

“Hope you have some decent Country music.” Applejack said and gained control of the car while trying to catch up to the others.

Then, Touge-Dori launched a grappling hook from her car and it hit the back of Tony’s car.

As Raph hooked his buggy up to Tony's car, Tony drifted his car while Raph grabbed his sai and cut the rope of the grappling hook, making Touge-Dori’s car fall from the mountain and landed on one of SH1FT3R's cars.

Tony informed Raph, “Thanks, Raph.”

“No problem.” Raph alerted Tony, “Look out!”

Tony and Raph looked up ahead to see two SH1FT3R cars coming at them. Toretto acted quickly by pulling a wheelie on his car and activated his car’s turbo boosters with Raph’s Patrol Buggy hooked up. They both jumped over the incoming cars

“I don't know how long I can stay on this mountain.” Tony informed Frostee and Twilight over the com-link.

Frostee pulled up the footage from the mountaintop and noticed that the satellite dish was moving under Shashi's command.

Frostee alerted everyone, “Uh, guys? Shashi is moving the satellite dishes.”

As for Gabby, she tried to stay on the road as Santiago kept hitting the Turtle Racer while Dr. Cluckingworth held on.

Gabby shouted, “Guys, I could use some help here.”

“I'm coming.” Mikey shouted back as he rolled up to Santiago’s car.

Mikey accelerated his Patrol Buggy and helped Gabby with her problem. He hooked up his buggy to Gabby's car and grabbed his nunchucks.

“Leave my friend alone!” Mikey said as he charged right at Santiago.

While Mikey was helping Gabby, Cisco took down another car and he asked, “What do you think he's doing?”

Echo suggested, “Giving out free cable.”

Rainbow asked in disbelief, “For real?”

Ms. Nowhere shouted, “No! Something bad! Hack in and shut down the mechanism.”

Frostee responded, “I can't. He must’ve used his codes to override the system.”

“Same here on my end.” Twilight noted.

Tony panicked, “We got nowhere to go. They're herding me and Raph towards the edge.”

Echo got that determined look on her face and told him, “I'll be there in 90 seconds.”

Sonata chimed in, “Count me in.”

“And Donnie makes three.” Donnie added.

She zigged and zagged away from the SH1FT3R drivers and drove straight forward to find Tony. Sonata and Donnie followed Echo after that.

Gabby asked over the com-link, “What about me? I’m your cousin. Let me help.”

“Gabby, you got your friends to protect. Besides, if trust them, then I trust them with my life,” Tony reminded his cousin.

“Okay. But be careful out there, primo.” Gabby warned him.

Tony wondered in worry, “I don’t know if I can last.”

Cisco and Aria spotted Tony and Raph in trouble.

“Hold on, T. I'm coming.” Cisco shouted.

Aria rephrased his words, “You mean, we're coming?!”

“Hit the brakes!” Cisco hollered his friend over the com-link as Tony hit the brakes and Cisco activated the turbo thrusters from his truck and it smashed two cars in front of Tony.

Tony sighed, “Thanks Cisco. I’m glad you added more cupholders.”

“Big time.” Raph added.

Cisco replied, “Yeah. I may have gone overboard with that idea. That soup stayed really hot, T. Really hot.”

Aria reminded Cisco, “Towel off, Gazpacho. We've got work to do.”

“Wrong cupholder, Aria. Gazpacho is served cold.” Cisco told Aria over the com-link while Aria rolled her eyes.

Then, Bonegrinder appeared and drove straight towards Aria and Cisco.

Aria looked from behind and jumped from the motorcycle. She landed on the hood of the monster truck while it wrecked her motorcycle.

“Now I'm mad!” Aria stated as she swung inside and sat in the passenger side. Before Bonegrinder could react, Aria punched him in the left eye, knocking him out.

Aria said, “What do you know. He had a glass jaw.”

Cisco pulled alongside and asked, “Need a ride?”

“No thanks. I'm good.” Aria answered as she started driving the monster truck.

Raph saw Aria driving the monster truck and exclaimed, “Aw man! I wish I could've drive that monster truck.”


Back in the hauler, Twilight informed the gang, “Layla and Shashi are almost up to the top.” She then looked over the satellite footage to see Tony’s crew, the Ninjas, and Allies driving straight to the mountain with the rest of SH1FT3R in pursuit of the said targets.

Tony answered, “Let’s go get 'em.”

Ms. Nowhere did some quick thinking and wondered, “I've contacted one of my agents to stop Shashi from commandeering the satellite but most of the infrastructure is down. It'll need to reboot. He's prepared. He knew we'd come after him.”

Frostee suggested her, “Twilight and I will stop him moving the dishes if we hack in directly at the top.”

“No, stay in the hauler.” Ms. Nowhere rebuffed.

“We got this.” Twilight answered as she grabbed her pet dog and Frostee turned off the communication feed with Ms. Nowhere.


Cisco continued to demolish SH1FT3R cars with his truck, dropping them like flies. After he did that, Echo, Sunset, Rainbow, and the Party Wagon dodged the falling cars.

Echo exclaimed, “Watch where you dropped those cars!”

Rainbow added, “You almost killed us back there!”

Cisco apologized, “Sorry!”

Twilight, Spike, and Frostee exited out of the hauler and took a moment to breathe in. Spike went inside Twilight's backpack before Twilight carried her backpack while Frostee put on his jetpack and goggles. After that, they used their phones to find the satellite dish.

“I hope this works.” Frostee hoped as he started preparing to use the controls of his jetpack.

However, Ms. Nowhere popped up on the screen of his phone and ordered him, “Stand down, you three. This is too dangerous.”

Twilight rolled her eyes and told her, “Oh please. My friends and I have dealt with these kinds of situations before we met you guys.”

Frostee rolled his eyes and ignored her warning, swiping her off the screen of his phone. And Twilight did the same.

Cisco suddenly appeared onscreen too and warned him, “Nowhere's right, it’s crazy down here!”

“Seriously, stay put. Let us handle this.” Tony ordered him as he appeared onscreen as well.

Frostee disconnected them and vowed, “Don't worry, we're a part of this team too.”

Twilight added after disconnecting their comms, “You're right about that, Frostee. I can't sit by and watch my friends suffer. It's time that we put our plan into motion.”

“Yeah, we got this!” Frostee cheered and activated his flight suit. From there, he picked up Sci-Twi and flew themselves up to the top.

“We're going to beat you all to the top. The Tech Experts are coming to save the day...” Frostee cheered until his jetpack had a few glitches.

“Cut thruster! More thrust!” Frostee shouted.

After fixing a few glitches, Frostee sighed, “Okay. I hope no one saw that.”

Ms. Nowhere appeared onscreen in Frostee's goggles and commented, “I saw that.”

“Yeah? Well watch this!” Frostee pressed a button on his phone and activated his jetpack’s turbo boosters, speeding the tech experts to their destination.

Twilight panicked, “Frostee, I'm starting to have second thoughts about this.”

Frostee ignored her comment and cheered, “Ha-ha! That's what I'm talking about.”

The tech geniuses arrived and safely landed on the mountaintop where the satellite dishes are placed. From there, they rushed to the nearest dish.

Frostee informed Twilight, “If I reboot the system directly, I should be able to override Shashi's commands.”

They both get to work until their work was cut short as two large shadows suddenly casted over the tech geniuses. Frostee and Twilight turned around and their eyes shrunk in disbelief.

Twilight gasped while Frostee said, “Uh-oh.”


As they were racing to the top of the mountain, Rainbow spoke to the Turtles, “Guys, your wide open, you can beat Layla and Shashi to the top!”

“But what about you guys?” Leo asked.

“Don't worry, we got past more of the drivers!” Tony assured.

“And besides,” Raph put in. “That way we can box them both in.”

“And beat them too!” Mikey added.

“Oh, I'm in!” Donnie stated. “I'll show Layla not to dis my rides!”

Leo sighed. “Alright, just be careful, guys.”

Then the Turtles slowly pulled the Patrol Buggies right behind Layla and Shashi. Then once there was an opening, they each activated the boosters and shot right past them.

“What?!” Layla exclaimed in disbelief.

“Impressive,” Shashi admitted.

“How's this for a piece of junk?!” Donnie called to Layla, as the four reached the top first.

“Yeah, victory!” Mikey cheered. Unfortunately, he didn't watch where he was going and crashed into Raph.

“Mikey!” Raph shouted, as they both slammed into Donnie, then Leo and all four of them went swerving out of control before they crashed.

“Mikey!” Leo, Raph, and Donnie yelled at their younger brother.

“Well, at least we won the race,” Mikey noted, and Raph conked him on the head.

Minutes later, Shashi and Layla arrived at the mountaintop and pulled into the clearing while the disguised Turtles hid themselves and waited for their friends to arrive.

They both got out of cars as Shashi said, “Perfect timing.”

Layla asked, “For what?”

Shashi smiled, “For your surprise.”

“Seems like I'm getting a lot of surprises today.” Layla said.

Shashi replied, “You have no idea,” He then heard Tony and his crew arriving at the top. Shashi turned to Tony's crew and said, “You made it: You might not believe me, but I'm glad you did.”

Tony walked up to Shashi, confronting him, “You're right. I don't believe you.”

Then, the Rainbooms and Allies arrived, exiting out of their vehicles with weapons at hand and the disguised Turtles entered the fray with their weapons as well.

Shashi cheered, “Ah, the more, the merrier. Perfect. I'm impressed that you all made it out in one piece.”

Leo confronted him, “Give it up, Shashi.”

Donnie said, “You're outnumbered.”

Mikey stated, “Outgunned.”

Raph added, “And outmatched.”

“True, but not outsmarted.” Shashi chuckled.

Layla said in disbelief, “I can't believe you're a rat.”

“I'm sorry I lied. I didn't want to hurt you.” Tony sadly admitted.

“Hurt me?” Layla retorted and slapped her former friend in the face.

Tony shouted, “Ow!”

Shashi liked what he saw and said, “Ha! Nice.”

“And by the way, I beat you and Dash, again!” Layla added.

“Oh yeah!” Rainbow retorted. "Well, Gabby beat you again! And Leo, Raph, Donnie, and Mikey beat you too!”

In anger, Layla punched Rainbow in the face, knocking her to the ground.

“Oooo!” Everyone winced.

“Double nice!” Shashi said.

“They got lucky!” Layla growled.

“Oww!” Rainbow held her sore face, which now had a black eye. “Why do they always aim for the face?!”

After that moment, the rest of his SH1FT3R crew arrived at the mountaintop and exited out of their vehicles.

Echo looked around and asked, “Uh, where’s Frostee?”

Cisco whispered, “Frostee, where are you, bro?”

“There it is.” Shashi said as he looked up to the sky.

Layla looked up too and saw something coming down from the sky, “What the heck is that?”

Shashi explained to everyone, “This is what we came here to get. I told you all this would be the greatest SH1FT3R race ever. Now, get ready for the grand finale.”

They all looked up to see what was coming down from the sky. It was a space pod of some sort. Everyone was amazed except Tony’s crew, the Ninjas, and Allies.

Cisco gasped, “What is it?”

Tony wondered, “Whoa. What...”

Layla asked, “What?”

Cisco panicked, “Okay, are we fighting aliens now? Because I’m out.”

Sonata hid behind Echo with Cisco and panicked, “Me, too.”

Echo wondered in disbelief, “For real.”

Layla walked up to Shashi and questioned him in shock, “So all this was just another heist? Why didn't you tell me?”

Shashi informed his comrade, “You told me the Torettos were rock solid. I didn't know if I could still trust you.”

Layla frowned and sadly admitted, “I messed up.”

Shashi forgave her, “We all make mistakes. It's in the past. Now watch this.”

The space pod started slowing down and started to land safely.

Shashi told everyone, “Delywn Usk probably thought, when he sent this into space in one of his rockets, there was no way it could ever be stolen. But he never counted on SH1FT3R!”

Everyone except Tony and his friends cheered.

“I know that sounds super villainy, but he never did.”

The space pod opened up, revealing a nice car that looked like the three cars from Shashi’s vault.

Donnie said, in shock, “Whoa. It's another one of those cars!”

Adagio remembered, “Like the ones from the vault.”

Tony gasped, realizing that the cars were the keys. “Those are the keys! The cars are the keys!”

Shashi turned to see Tony and his friends, “I feel sorry for you, guys. Sure, I've got a target on my back now, Layla and I, and all these people are going to be on the run, but come on, guys! We're outlaws! Look how much fun we're having! You all could've been a part of this!”

Pinkie admitted, “I love having fun, but being a criminal is not the kind of fun that I want to enjoy.”

Suddenly, everyone started hearing sirens from afar, meaning that the police were on their way.

Tony told Shashi, “It's over, Shashi. There’s no way off the top of this mountain.”

“So disappointing. You can't open your minds to all the possibilities. Take them.” Shashi ordered as the SH1FT3R gang members started restraining Tony and his friends, as they’re struggling to get free.

Scadan handed over a launcher to Shashi and asked his enemies, “You think I drove up a mountain without a way to get home?”

Leo answered, “Perhaps, but you made a very big mistake, Shashi.”

Within seconds, the Ninjas and Allies took down the SH1FT3R members who restrained them and rescued Tony's friends.

Tony thanked the Ninjas, “Thank you guys. We appreciated it.”

“Oh, so that's how you're going to play, huh? Fine then. The bounty is still up for grabs, SH1FT3R. Get them!” Shashi demanded.

The rest of the gang members of SH1FT3R charged right towards the Ninjas and their allies.

“Let’s do this! Toretto Style!” Tony announced.

The Ninjas, Allies, and Tony’s crew began fighting off against gang members of SH1FT3R. Layla and Shashi observed the fight from a distance until Layla saw Gabby. Therefore, Layla decided to storm over to her.

“Did you know Toretto was a spy?” She demanded. “We're you in on it?!”

Gabby didn't answer. She just looked away in guilt.

“Answer me!” Layla yelled.

“… I was,” Gabby finally said. “I'm sorry...”

Layla was shocked and more hurt than she was with Tony. But that hurt soon turned to anger as she yelled and tackled Gabby.

“Gabby!” Tony cried, and tried to rush over to her.

“Hold up, Toretto,” Shashi stopped him. “Let them have their little cat fight.”

As the two tumbled around, Gabby pushed Layla off her and the two stood up.

“I don't wanna fight you, Layla!” Gabby pleaded.

“Too bad, traitor!” Layla sneered, and punched Gabby in the face, knocking her down.

Gabby got back up and hit Layla back with two punches. Then Layla knocked her back with a kick. Gabby retaliated by hitting Layla's side and tried to punch her but Layla blocked her hit then grabbed her threw her over her shoulder and onto the ground. Gabby got up as Layla rush at her throwing some punches and kicks which the Latina managed to barely block and dodge each strike.

“I respected you!” Layla growled, as she attacked. “I actually considered you a friend!”

“I am your friend!” Gabby shouted back, as she blocked her attacks. “That wasn't part of my cover!”

“Liar!” Layla accused and tackled her again.

“I'm coming, Gabby!” Casey pulled out his hockey stick only for it to be shot out of his hand by one of Shashi's goons.

“I wouldn't do that if I were you,” Shashi warned him.

“Aren't you going to stop them?!” April asked.

“I know better than to get between Layla when she's settling a score,” Shashi rebuffed. “Besides, this is entertaining.”

As the two tough girls tussled near one of the satellite dishes, Gabby flipped Layla off her. Layla got up and kneed Gabby in the gut and Gabby pushed her down. Gabby hit Layla with a hook punch and Layla kneed her again, but when she grabbed her Gabby send them both tumbling sideways and onto the ground right near the satellite building. The two got up and Layla hit Gabby with a hook punch and when she threw another, Gabby dodged, grabbed her, and slammed her against the building three times.

“Go Gabby!” Rainbow cheered.

Then Layla did a split and flipped Gabby onto her back. Then she held her down and punched her in the face three times.

“You! Lied! To! Me!” Layla yelled with each hit.

Gabby grabbed Layla by the head and rolled her onto her back then she held her down and punched her in the face four times.

“I never! Lied! About! Being! Friends!” She yelled with ever hit.

Then, Layla wrapped Gabby in a headlock with her legs and hit her in the head repeatedly. However, Gabby managed to grab her arm and bite her.

“Aargh!” Layla yelled in pain, kicking Gabby off her and stood up. “You bit me!”

“You forced me to!” Gabby retorted.

After that, the two girls grabbed each other and Gabby slammed Layla against a rock, but Layla then slammed her into another rock and tried to flip her again, but Gabby hooked her arm around Layla's waist and flipped her as well. Then as they got up, Gabby uppercut Layla and she punched her down, but Gabby quickly got up and tackled her. The girls spun around and struggled against each other. But when neither of them realized was they were heading straight for a cliff!

“Layla, remember that owl mission, you came back for me and Tony, despite saying you were out of there!” Gabby recalled, as they fought.

“I did that for the mission!” Layla argued.

“Deny that all you want, but I know you really came back because you cared about us!” Gabby retorted. “You're on the wrong side, Layla! You can be more then just a criminal! You-" she gasped as she saw they were right near the edge of the cliff. “Layla, cliff!”

“What?!” Before Layla knew it, she lost her footing and fell over the edge, dragging Gabby with her.

“Gabby!” Tony hollered.

Luckily, both girls managed to grab onto the ledge and held on for dear life.

“This is your fault, Latina!” Layla snapped.

“Me? You started this fight, southern belle!” Gabby shot back, when suddenly she felt a jerk and she and Layla looked up to see the part of the ledge they were holding onto was starting to crumble. “Layla, don't move a muscle.”

“And just how exactly is that help us?” Layla asked.

“It'll help us not fall of this mountain,” Gabby replied.

“Oh that's very reassurin'!” Layla snarked. Then suddenly, her part of the ledge gave way and she fell screaming, only to suddenly stop. Then she looked up to see Gabby had grabbed her hand.

“I got you!” She called.

“Why are you helping me?!” Layla asked.

“Because I'm your friend!” Gabby replied. “And this is what friends do! That was never a cover! Now hold tight, I'm gonna try and swing you back up!” She swung Layla back and forth before she finally threw Layla up and she grabbed onto the ledge and climbed back over.

Layla glanced back at Gabby and saw her part of the ledge was giving way.

“Oh no!” Gabby cried, as the ledge broke and she fell. But, Layla quickly reached down, grabbing both her hands and pulled her back up.

Gabby looked at her. “Gracias,” she thanked.

“Now we're even,” Layla said, and turned away from Gabby. “And you owe me another rematch.”

Layla ran up to the space pod as Shashi told her, “I'm glad you made it out of that fight, Layla.”

“Whatever.” Layla answered as she looked away.

Shashi used the launcher and launched a ballon to connect the pod. Once that was done, Shashi blurted out, “Bring them out.”

While the heroes continued fighting, Twilight was tied up in ropes while being carried and Frostee was brought out restrained by the twins, Nacho and Rollie. Tony and his friends looked in shock and their eyes shrunk in horror to see Frostee and Twilight being held hostage.

Tony gasped, “Oh no.”

Cisco shouted, “No!”

Echo yelled, “Frostee!”

Layla was shocked that Shashi pulled something up from his sleeve. She asked, in shock, “What are they doing?”

“It's just a little insurance.” Shashi answered.

Then, Shashi grabbed something from his pocket and threw it on the ground right where Donnie was standing. It was a flash grenade and Donnie got caught in the middle of it. He shielded his eyes until Rollie knocked him out unconscious and dragged his body with him.

The heroes were too busy fighting the SH1FT3R gang until Mikey and April saw an unconscious Donnie being dragged over to Shashi’s crew.

Mikey shouted, “No!”

April cried, “Donnie!”

Shashi looked at his enemies, “You better tell your government pals to back off if you want to see your friends again.”

From there, Shashi looked up to the sky and saw Jun piloting their escape jet. “There's Jun, just in time.”

Shashi got what he wanted as he, along with Layla were airlifted off the mountain by Jun. Cisco, Leo, and Rainbow attempted to save their friends, but they failed and it was too late.

Cisco cried, “No! Frostee!”

Rainbow shouted, “Twilight!”

Leo yelled, “Donnie!”

After Tony and his friends defeated the SH1FT3R goons, three helicopters sent by Ms. Nowhere appeared and followed the space pod. The heroes looked on in disbelief and discomfort, resulting their mission to be unsuccessful.

Tony begged Ms. Nowhere over the com-link, “Ms. Nowhere, don't shoot. They've got our friends in there.”