Author's Note: I wasn't crazy about the episode "In Dreams," but I liked the premise. So, this is my re-write of what their dreams would have been.

Disclaimer: Teenage Mutant Ninja Turtles, all related characters, and all derived works are the intellectual property of Nickelodeon, Viacom, Eastman, and Laird. This story is for entertainment purposes and not for monetary gain. In no way should this story be taken to be anything other than a fan-based expansion of and commentary on the source material. n00btmntfan is in no way associated with the makers of TMNT.

His heart pounding with fear, Donatello raced through the alleyways of New York. He had no idea what was pursuing him.

A dark shadow rose up in front of him; with a scream, he stopped short and ran the other way. The shadow rose there, too. He grabbed for his bo-staff, but it was gone. In panic, his shaking, sweaty fingers searched his belt for any shuriken or hidden knives.

Nothing. He was completely unarmed.

The formless shadow loomed above him. "Do you know what I am?" it said.

"N-no," Donnie replied.

"Do you fear me?"

Donnie hesitated. "Should I?"

"Do you know what I am?"

Donnie's pulse raced higher.

"Do you know what I am?"

"No!"

"Do you fear me?"

"Yes!"

"Do you know why?"

"No," Donnie said. For a moment, he stopped to consider the question. "Actually, I don't. I mean, I'm just afraid of you because I don't know what you are."

"Precisely," the entity said. A massive clawed arm swiped out from the shadowy mist and struck Donnie.

With a cry, Donnie landed on his back. He was dazed for a moment. The shadowy figure was gone. Then, an icy arm seemed to be wrapping its way around his neck.

A cold, disembodied voice spoke next to his ear. "Knowledge is your sustenance. Without knowledge, you live in fear. And fear—well, fear is my sustenance."

Everything around Donnie dissipated in a mist; he was in a free-fall.

"What you don't know is more frightening than what you do," the icy voice said. The voice gnawed at him like teeth trying to saw their way through his soul.

With a thud, he landed in the sewers. Donnie looked up to see Shredder fling Splinter into the drain pipe. Splinter disappeared beneath the swirling currents.

"Hope is fear," the voice hissed. "If you knew he were dead, you would not be afraid. But you know there is a chance he lives. This frightens you even more, because what if…"

The world shifted. Helplessly, Donnie watched as the Kraang performed horrible experiments on Splinter. It shifted again; Splinter's dead body floated up against a grate in the tunnel. It shifted again.

Splinter, alone in the destroyed lair. "Where are my sons?" he asked sadly. "Do they live?" Splinter fell to his knees, then looked up. The icy voice came out of his mouth. "So much FEAR!"

The world shattered again; Donnie found himself running through the alleyways again, trying to evade the dark mass that followed behind him.

"You have so much fear. So many things make you afraid!" the voice hissed.

The world spun.

April, dead.

His brothers, dead.

Donnie fell and bashed his head against the ground. "What are you?"

"Ignorance," the voice hissed. "Stupidity. Uselessness. Failure."

"No—no, those things aren't just disembodied…"

"Oh, no, Donatello. I am your ignorance. Your stupidity. Your uselessness. Your failure."

The ground beneath Donnie disintegrated like shattering glass. Each piece showed him, reflecting his inadequacies like a fun-house mirror.

The shadowy form condensed into a mirror image of himself. "I am everything about yourself that you hate and fear. You carry me with you every day. Every day I feed on you, destroy you. I destroy you with your hopes."

As if watching it on a movie screen, Donnie saw April wrap her arms around Casey and kiss him. She looked straight at Donnie. "Hope is fear," she hissed.

"I destroy you with your failures," his shadow-self said.

Every failed experiment, every accident, everything he had ever messed up came flying straight for his face.

"I destroy you with your ignorance."

The thousands of problems and questions he longed to solve but couldn't buzzed around his mind.

"I destroy you with your uselessness!"

Everything else melted away. Disembodied, Donnie watched as their attempt to stop the Kraang failed. "Useless," he muttered to himself. "I'm—useless—I—failed—I'm—stupid!"

"There is nothing left of you—nothing—but your fear!"

"No!" Donnie closed his eyes tightly. Everything seemed to be quiet. When he opened his eyes, he was just lying in his bed at the farmhouse. He sighed. "It was just a dream," he muttered.

A dark figure lurked in the corner.

It was himself.

"I'm still here," his mirror-image hissed, extending the naginata blade on his bo-staff.