Disclaimer: The TMNT and other characters shown in the TMNT Cartoons are registered trademarks of Mirage Studios USA. Based on characters and comic books created by Peter A. Laird and Kevin B. Eastman.

I mean no copyright infringement.

Batman, Iron Man and other such super heros are tradmarks of DC and Marvel respectively. In this story I make use of the concept of the Dark Turtle, from the original cartoon episode The Night of the Dark Turtle, Written by: David Wise. This story is however my take on the Dark Turtle concept and is in no way meant as a copy of said episode storyline. I mean no plagarism.

This story contains scenes of violence, and serious injury, character peril. There is also some bad langauge and minor OC character death.

Author's notes: This story is set generally after Shredder Strikes Back, but before the City at War arc..IE Karai hasn't arrived yet. It is not mean to be seen as part of continuity but as a sort of 'what if' kind of thing. I've taken a few liberties with parts of the city, especially the power plant. Just go with it huh? ;)

Donatello centric ( who else? G): My take on the Dark Turtle story.
"Please Donnie?"

"No."

"But you gotta, come on!"

"Mike I said no, I'm very busy now."

"But you know how to make all kinds of cool gadgets and stuff."

"Mike.."

"You'll be the Robin to my Batman.."

"What?"

"Uh..a really smart Robin?"

Donatello looked up at the sheepish look on his orange masked brother's face and rolled his eyes." Please, if I'm anyone I'm closer to Batman, and you're closer to Robin."

"Then you can dress up in a costume too, and we can both swing around the city and we can try out those really neat gadgets that you're going to make for us." Mike said his eyes alight with hope his face split with his typical Mikey smile.

Don shook his head." Please, me? Running around the city in some goofy costume? Forget it Mike. Besides I thought you gave up all that Turtle Titan stuff."

"I did but I found the costume in my room while I was doing some spring cleaning.."

"It's the summer Mike.."

"Summer cleaning then. Anyways I found it and I just wanted to take it for one more spin before I put it away for good; but then I thought, what would be cooler than trying out my costume along with few gadgets made by my loving brother Donnie to make it even cooler!" Mike said managing to get the whole sentence out in one breath.

Don blinked at Mike for a few seconds then went back to work on what he was doing.

"What ever possessed you to clean your room anyway Mike?" he said without looking up, trying to move the subject away from mentions of gadgets and costumes.

"Sensei made me, all right..stop changing the subject." Mike insisted crossing his arms across his plastron.

" Look Mikey, I told you..I'm busy. I can't help you and there's nothing you can do or say that is going to change my mind." Don said looking back up at his brother sternly.

Mikey raised one eye ridge and gave a nasty grin.

For the next two days Donatello had a second shadow in the form of a certain younger brother named Michalangelo. Whatever Donnie did, wherever he was; Mikey was there staring at him, grinning at him, watching every move he made. He wasn't even safe in the bathroom, every time he did his business, took a shower, or brushed his teeth Mikey was standing just outside the door waiting for Don to come back out again. Reasoning with his youngest brother had no affect, nor did pleading, threatening, or even yelling. Mikey would just stand there in front of him, a big goofy grin plastered on his face, eyes wide and stare at him. By the end of the second day Don was starting to look a little worn at the seams, and every once in awhile his right eye would twitch.

Leo and Raph watched with sympathy (and in Raph's case great amusement.) They tried once to talk Mikey out of what he was doing but Mikey was absolutely determined get what he wanted out of his brainy brother. No amount of reasoning would deter him from his task.. which was annoying the hell out of Donatello.

"I hope you know what you're doing Mikey."Leo said. "If I were you I'd rather not have Donnie mad at me. He is the one that fixes your game guy every time you break it."

"It and just about everything else around here." Raph said rolling his eyes.

"Remember the last time you got him mad? You were scrubbing for weeks to get all that paint off your shell." Leo tried once again.

"Isolated incident, besides I made sure I hid all the paint this time." Mikey grinned.

"Well I hope you remembered to hide every sharp object in the lair, because Mount Donatello looks like he's about to blow." Leo sighed.

"Don't worry guys I know exactly what I'm doing." Mike said with a smug look.

"That'll be a first." Raph snorted.

Finally after two days, Don had enough.

He had been crossing the lair to get to the kitchen for some coffee and the noise of Michalangelo happily trailing along behind him; whistling nonchalantly all the while; had finally strutted over his last nerve. He did a very sudden about face and stood in place his arms crossed across his plastron. Mikey didn't notice that Don had stopped until he walked head first into his very pissed brother.

"Mikey how long are you going to keep doing this?" Don growled his voice taking on a dangerous tone.

Mikey grinned. "It can stop Donnie, it can all go away like it was just a bad dream.."

"You're the bad dream Mikey." Don's eyes narrowed.

Mike ignored that. "It can all go away, all you have to do is help a fellow turtle with a few little gadget problems. See it's that simple."

" Mikey." the name came out as a sigh.

"It's either that or I follow you around the lair for another week." Mike raised an eye ridge.

Don regarded Mike and for a second he contemplated wringing his little brother's neck.. then he decided it would be more exertion than it was worth.

"All right, fine..but only a few gadgets and that's all. And then you will leave me alone.. deal?"

Mikey let out a whoop. " Deal! Wanna dress up in a costume too?"

" Don't push your luck Mikey."


"I don't know how I let you talk me into this."

Don stood with his arms crossed across his plastron one hand on his face, shaking his head as Mikey leapt from rooftop to rooftop gleefully trying out the various gadgets that Don had created for him.

Mikey came to a rest on the edge of a rooftop, with the moon full and bright in the sky behind him. Noticing it, he grinned and struck a heroic pose.

"This is just great!" He bubbled enthusiastically examining his new utility belt and electrical grappling hook. "You're the best Donnie."

"You're welcome Mikey, can we go now? It's late, I'm hungry, and I've got a ton of things to do."

"But I'm not done yet, I haven't even tested everything." Mikey protested with a pout.

"You can test it tomorrow.." Don started.

The sound of breaking glass interrupted what he was about to say. Both craned their necks towards the sounds of the noise and quickly snuck across the rooftop to try to locate where it had come from. On the other side of the building they spotted three Foot sneaking into a factory through a broken skylight window. They were as silent as shadows and it was all Don and Mikey could do to keep track of them. If it hadn't been for the momentary sound of breaking glass the two turtles wouldn't have known they were there at all.

They watched as the three evil Ninjas slipped inside.

"I wonder what they're up to." Don pondered putting a hand to his chin.

" Let's go find out." Mike said standing and reaching for his grappling hook.

" Wait Mikey, maybe we should call Leo and Raph. I've got a strange feeling about this." Don said putting a restraining hand on Mike's shoulder.

" There's no time Donnie, by the time Raph and Leo get here those Foot could be gone; and they'll have taken whatever it is they came for. What if it's something they need for some diabolical scheme of Shredder's to take over the world?"

Don's frowned. "Well I guess."

"Come on Donnie, we can take three Foot soldiers. I mean they aren't even Elite they're just the regular ones, we can take them in our sleep."

"All right Mikey, we'll go but no heroics okay?" Don gave his brother a stern look.

"Cross my shell, hope to cry." Mikey grinned making a crossing motion across his plastron.

Don rolled his eyes again.

Leaping across to the roof of the factory they found an open skylight. Don knelt by the opening and pointed to a high tech looking piece of machinery that was attached to the rooftop skylight. "This is the latest in security alarms Mikey, it's probably connected to all the doors and windows too. I wonder how they managed to disarm it without setting everything off?"

"Maybe they've got a braniac in their group too." Mike said peering down into the darkness below them. "I don't see anybody moving down there."

"Well we're here, we might as well go in an see what those guys are up to." Don reached into his bag and took out a long length of rope which he handed to his brother.

Mikey secured the rope to a sturdy metal pipe on the roof and both turtles slid down the rope to the factory floor.

"Wow this place is huge." Mikey said looking at all the equipment around them. "I wonder what they make here."

"I can't really tell it's too dark, but there is a lot of heavy duty equipment here, and with that kind of high tech alarm I'm guessing they make something important here. Or at least important enough to try to steal." Don said squinting at the machines in the dark.

"What about security guards, if the alarm was so high tech why isn't this place crawing with security?" Mike asked peering pensively into the darkness around them.

Don shrugged, he looked up and around. "If they found out a way to disable that alarm I don't think they'd have any trouble with ordinary security guards. They are Shredder's Ninja after all." He broke off as his gaze landed on several still forms not far away. He and Mikey ran over to them and found that they were about five uniformed security guards, all very thoroughly unconscious. Don checked for a pulse and found the guards were still alive.

"So much for night security, these guys didn't even see what hit them. From the smell here I'm guessing it could have been some sort of gas." Don sighed shaking his head, then looked up at Mike. "And no gas jokes please."

"I wasn't even thinking about it." Mike said looking innocent.

Don gave him a skeptical look but said nothing.

"Okay…let's find these Foot guys and teach them that breaking and entering doesn't pay." Mike said hiking up his belt and pulling his gloves on tighter.

"I'd rather just keep them from stealing whatever it is they're trying to steal."

"Yeah, that too. What do we do Donnie this place is huge, they could be anywhere." Mike shrugged looking up at the immensity of the building around them.

" I suggest we split up. You head up there…" Don said pointing to some stairs to their right, which led to a large platform coming from the factory walls. It formed a U shape and stuck out a good ways over the factory floor. "And I'll scout down here, if you see anything give a whistle."

Mike saluted " Righteo." then ran for the stairs.

He took them by twos and once on the platform began to quietly creep along it keeping to the shadows. At periodic intervals along the wall were doors, but every time he tried one he found them locked. When he finally reached the center of the U shape he found a large double door, with one of the doors standing wide open. He could hear the sounds of voices coming from beyond the door. As quietly as possible he backed away and turned to whistle for Don only to run face first into his purple masked brother who had just come up behind him.

" Ahh!" Mikey got out a yelp before Don clapped a hand over Mike's mouth.

" Shhh Mikey, do you want them to hear you!" Don hissed in a whisper. He drew his brother into a dark corner and both turned to watch the door in case the evil Ninjas had heard Mike yelp.

When no one came out Don let Mikey's mouth go.

" Geeze Donnie, don't sneak up on me like that. You wanna give a guy a heart attack? How did you get up here so fast?" Mike whispered glaring at his brother.

"There's not that much space down there to search, most of its take up by machines. Besides I figured that if they're breaking in here with only three Foot, then that means what they're after is either small enough for three of them to carry or not important enough to send a whole troop of them. Everything down there is much too big to be carried out by only three humans." Don led Mike to the railing where he gestured to the grand expanse of machinery below them.

"So that means that whatever they're after is something smaller, easier to carry." Mike mused.

" It's the biggest possibility. Although it's not their usual fare they could also be here simply to steal money." Don shrugged.

" Pfft, money? That's so cliché" Mike objected distastefully. " It's gotta be some strange dangerous new invention or an amulet or…"he leaned a bit further over the railing only to have Don yank him backwards.

" Mike, keep away from the railing. That machine down there produces a lot of power for something, I saw from the floor below that it has a high voltage warning label on it. There's no telling what would happen to you if you fell on it." Don warned.

" Me, fall? Please. I'm a Ninja.." Mike began, a bit too loudly.

" Mikey shhh."

They heard noise and turned to see the three Foot coming out of the door, and Mikey's last statement had drawn their attention to the fact that they were no longer alone in the building.

They were each carrying sacks and one was carrying a sort of metal glove or gauntlet that looked like it came from a suit of armor. It seemed to be made of a strange metal, and shined with an eerie light all on its own.

"Hold it right there evil doers!" Mikey called drawing his Nunchuku.

Beside him Don shook his head in exasperation at Mike's theatrics and drew his Bo.

"The turtles!" one exclaimed, dropping his bag and drawing his weapons, and the second followed suit. The third, who appeared to be the leader, didn't seem as concerned as his fellow soldiers. He looked Mikey and his Turtle Titan costume up and down and gave a mocking laugh. "As if you weren't enough of a freak, you have to dress up in spandex and a cape now?"

" That's funny coming from a guy who wears his pajamas 24/7." Mikey said sarcastically.

The leader made a gesture and the other two Foot leapt into the air towards Mike and Don. Mike slid under the attack of the Foot attacking him and in a quick motion swept the evil Ninja's feet out from under him as soon as he landed. " Come on, you gotta give me something more challenging than this. I'm about to fall asleep here."

"I'll put you to sleep permanently you three fingered freak!" Mikey's Foot Soldier growled. He was quickly back on his feet and attacked Mikey head on pinning the masked turtle against the railing, his hands going for Mikey's throat.

Don in turn met his attacking Ninja with a kick to the chest in mid-air, sending his attacker flying backwards into a wall. "Don't get cocky Mikey, my turtle sense is tingling something's wrong here!" he called as the Ninja pulled himself up from the wall and pulling three Shuriken from somewhere in his suit, hurled them in Don's direction. Don threw himself to the floor to avoid the first barrage of pointy throwing stars but had to do a sudden backwards flip to keep from getting the second wave in the face.

Don's eyes widened when he saw a third and forth wave of coming at him, one coming from his personal attacker and another from the third Foot who had thus far kept himself out of the fight. "What is this, two for one sale on Shuriken?" Don gasped realizing that he'd never get out off the way of both volleys of stars at the same time… then Mikey managed to get his attacker's arms away from his neck and with a mighty kick launched the Soldier backwards.. right into the path of the throwing stars. Four Shuriken buried themselves into the surprised Ninja's body and one in his forehead; shielding Don from one side allowing him to dodge the final four coming from the other side. The soldier let out a gasp and fell face first onto the floor.

Out of Shuriken, Don's Foot Soldier drew a sword and rushed the purple masked turtle just as he was getting to his feet. Mike leapt in front of his brother blocking the sword thrust with the chains of one of his Nunchuku. " I got it Donnie, you go get that guy!" Mike said jerking his head in the direction of the leader foot.

Don nodded "Right." and ran for the evil ninja Bo twirling in the air in front of him.The evil Ninja met him head on and they exchanged blows and kicks as Mikey simultaneously dueled sword against Nunchuku back and forth across the floor with his opponent; one gaining an advantage only to loose it a second later to the other. Finally Mikey got the upper hand again and yanked the sword out of his opponent's hand just as Don got in a devastating kick in that knocked the leader Foot against the door. The lead soldier pulled himself back to his feet and rushed Don slamming him over the head with the metal gauntlet and kicking him to the floor.

Realizing that they were slowly loosing the third Foot gave a frustrated growl, and then he yelled. "I think it's time I taught you, things, a lesson once and for all!"

"Do all of you bad guys get your lines from the same book?" Don remarked, looking up to see the evil Ninja take off his right glove, toss it to the ground and put the metal gauntlet on his right hand. A bright light flared blinding them all momentarily and by the time they could see again the glove had seemingly bonded itself to the evil Ninja's arm; both he and it were glowing.

" Oh man the power!" The foot cackled holding his arm up in the air triumphantly.

"Uh oh, that looks bad." Don pulled himself to his feet and ran for his brother." Mikey it's time to go!"

"Wrong, it's time to die!" the now very powerful evil Foot Ninja looked over at Mike and Don and then simply pointed his arm in their direction. The resulting blast of energy felt like a furnace was flying at them; for a moment all Mikey and Don could do was stare up at it like two deer caught in the headlights of a semi truck…Then Donatello went into action.

He barely had time to act before the energy ball hit, but act he did; and being who he was he did the only thing possible in his mind; he pushed Michalangelo out of the way taking the full force of the energy ball right in his plastron.

" Donnie!" Mikey looked up from the ground watching in horror as the sheer velocity of the energy ball picked Don up off of his feet, tossing him over the railing and down into the machine below them..the same machine that Don had warned Mikey about just minutes before.

The machine with the high amount of electricity.

There was a loud crash and the sounds of crackling; Mikey ran to the railing screaming his brother's name, and looked down fearfully to see Don half on half off the machine, jerking spasmodically for the briefest of minutes as electricity coursed through him. Then gravity caught hold of the unconscious turtle's body and Don slid off the machine to land plastron first on the ground with a bone crunching thunk. Mike turned to run downstairs only to have the gauntleted Foot pick him up and with amazing strength hold the masked turtle up in the air above his head.

"Time to join your brother freak!"

He tossed Mikey over the railing.

But Mikey had managed to get a hold of his grappling hook and as he fell he got it targeted at the edge of the broken skylight above him. Seconds passed like eons and Mikey was afraid he'd hit the floor before the grappling hook caught on something… then it did, saving him just a few feet from smashing into the floor. Clutching the rope he looked up to see the Foot disappearing taking their fallen comrade with them.

Letting loose of the rope Mike fell nimbly to the floor and ran to his brother.

" Donnie, Donnie talk to me.. Donnie!" Mikey called frantically, turning his Don over onto his shell. Don's eyes remained closed, his face and shell was scorched, his mask virtually burned off and there was the faint smell of burnt skin. It was then that Mike noticed that Don wasn't breathing and that was when Mikey really began to panic. He started to shake his brother, a stream of tears beginning to fall down his cheeks. "Donnie don't do this to me, you have to breathe, you have to wake up!" He slammed his fists repeatedly into his brother's chest hoping the shock to his plastron would get him breathing again, and luckily after a few hits it seemed to work. Don let out a gasping choke and he began to breathe again but he didn't wake up. Mikey pulled his brother's head into his lap and hugged him close.

" Don't die Donnie. I'm sorry I dragged you out here tonight; you can kick my tail about it later if you want.. just please don't die.." he whispered tears falling like rain, clutching his unconscious brother in his arms as if he could keep the angel of death himself at bay.

"Don't die.."