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After being terribly letdown by SOTO and their inability to use their weapons in the fights, I was in love with III when it first came out. I was so happy when I saw their weapons again that it automatically shot past SOTO for that alone. I also loved the fight scenes, the music (particularly during the dungeon and forest fights) and I love the scene when Raph throws his sai and breaks the woman's arrow. Also, the scenery in that forest fight is beautiful to look at.
What I didn't like was how the fighting skills of the turtles were vastly more powerful/competent than the samurai warriors, to where there was never any feeling like they ever stood a chance against the turtles. Also (just like SOTO) there was no "big boss" fight at the end. I can certainly see the flaws and extra cheese in watching the film today that I missed when I was younger, but overall I still rate it as my second favorite TMNT movie.
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