Author's Notes: I can't believe that years after I've gotten over my childhood TMNT obsession, I'd end up writing fic about the new series. All characters, places, and scenarios within belong to Kevin Eastman, Peter Laird, and Mirage Studios.

Inspired by the episode "The Gang's All Here" from the original cartoon. If you know what happens in this ep, then you know what happens here. This takes place after the "Ninja Tribunal" storyline (what I've seen of it, anyway).

Beasts and Men
Chapter One: The Beast
by Skyle

Better suffer a great evil than do a little one.
—Henry George Bohn

You will have the world, it whispered. I will give you the means, and you will not refuse.

Leonardo woke.

His first thought was: Not again.

He was inside what seemed to be an oversized fruit, drenched in a familiar goop. Everything was lit in an unsettling shade of red.

His second thought was to wonder whether he was in yet another mind-trap. The last time he'd woken up in this particular pod, he'd been subjected to visions of a disappointed or dying Splinter (the former being just as terrible as the latter). He liked to think that his mental fortitude had improved since then, but the truth was that even now he was hard-pressed to tell if this was the real world or another simulated nightmare.

Then again, the last time he'd escaped, he'd managed to rouse himself with no help from anyone. Did that mean that this was the "real" reality?

He pulled one of his katanas out of its sheath, noticing that unlike last time, the cell seemed solid on all sides, with the most transparent part directly over his head. No matter—the katana sliced easily through the membranous material, and he pulled himself out through the hole, choosing not to think about how much it felt like hatching from an egg.

The caverns underneath the Volpehart building had changed a bit since the turtles' last eventful visit: the walls and ceiling were still studded with pods (each containing a corpse) like larvae cells in a beehive, but the massive central platform now had a sizable crack zigzagging across it, a remnant of the turtles' clash with Volpehart's alien beast. The chunk of meteorite and the huge bonfire that housed it were gone, having been knocked into the chasm by the beast's massive falling body after Leonardo had slain it with the meteor spear. Without the extra illumination afforded by the fire, the entire chamber was darker than usual; the very air was still, dust motes drifting lazily in the meager shafts of light that pierced the gloom. It appeared, for all intents and purposes, like the cave had not been breached by anything living for hundreds of years.

Leonardo knew better than to take anything in this place at face value.

He surveyed the semi-darkness for any faintly glowing cells, and spotted one not far from his. He was upon it in seconds.

Inside, to his surprise and faint disappointment, he found none of his brothers. Instead it was a young man with strawberry blond hair, twitching in his slumber. It took Leo all of two seconds to decide that risking discovery was worth saving a life. After all, he had managed to convince people that they had been hallucinating giant mutated turtles before.

"Hey. Wake up."

The youth whimpered under his breath as he clawed his way back to consciousness. He opened his eyes and blinked up at his rescuer. "Leo?"

Leonardo paused. How did this human know his name? Was he a friend of Casey's? Or maybe he'd known of the turtles from Angel's brother? "Listen, we're getting out of here. Can you stand?"

"Yeah, I think so," the young man slurred. He blinked up again. "Hey, you're not Leo."

Leo opened his mouth to correct him, but was distracted by pulsing red spots at the corners of his peripheral vision. He vaulted over toward the nearest glowing pod and slashed it open. "Guys?"

This one contained another human, also a young male. He was tossing and turning and snarling in his sleep, but he was right on the verge of waking up, so Leo moved on to the next pod. Its prisoner was human as well, this time a brown-haired young man. As he began to stir, Leonardo did a sweep of the chamber one more time for any more glowing cases, and felt a rush of consternation when he could not find any.

"Hey, where's Leo? I thought I heard Leo!"

Leo turned back toward the blond-haired male who was climbing out of his cell. He looked thoroughly bewildered—an expression Leo suspected he was starting to duplicate. For one thing, he could have sworn that was Mikey's voice, except it was the human who was speaking, and he sure didn't look like Michelangelo, save for that orange headband dangling across his brow…

"How'd you know Leo? And where the shell is he?"

That was Raph's voice, Leo thought. But the speaker wasn't Raph—he was the human male who'd been snarling in his sleep. He was currently poking his slime-coated head out of his pod and scowling at the other two.

"I don't know, Raph," said the brown-haired human to his left as he hauled himself out of his own cell. "But I was sure I heard him, too." He rubbed his eyes and did a double take as he swept his gaze over his three companions. "Uh…who're you?"

The human with the Raph-voice snorted. "Who're you?"

"And how do you know Raph?" demanded the blond male, before rounding in on the male in question. "Waitaminute, who are you?"

As the three of them basically parroted each other's questions, Leonardo looked—really looked—at himself. By now his eyesight had adjusted to the dimness, but for a nanosecond he wasn't sure that he was seeing right. For one thing, he was naked—not in that mundane, comfortable, mutated-animal sort of way, but naked-naked, in that human-biology-textbook sort of way. The leather strap that was angled across his chest was cold and slack across his skin, no longer held taut by the shell on his back. In fact, there was no shell on his back, because he could actually feel the crisscrossed scabbards of his katanas digging into the skin over his spine—and the makeshift belt that had been knotted around his waist now hung loosely across his narrow hips. His blue bandanna had gotten loose from around his eyes and now hung about his throat like a tie. And his hands had two extra fingers on each one: long and slender, and not at all green…

"Guys."

They all fell silent at the authoritative tone in his voice, almost a reflex.

"Anyone who woke up this morning a teenage mutant turtle say, 'aye'."

Leonardo was not surprised to hear a resounding "aye" from all three.

The day had started out—as usual—pretty innocuously.

They hadn't even gone topside. In fact, they'd been a little sick of it, what with the events from a couple of weeks ago with the whole demon-Shredder/end-of-the-world business. While Splinter had welcomed the chance to be able to meditate without any more nightmarish visions, the turtles had been content to ignore the world of human affairs for a day and try out Don's new and improved hover boards. They'd decided to widen their network of tunnels and secret passages surrounding their new lair, checking out possible detours and potential hiding/storage places. They hadn't even thought to bring a map, choosing instead to revel in the thrill of exploration—and the GPS devices that had been installed in their vehicles. They remembered racing, trying to outdo each other with fancy tricks, Don lecturing about the architecture of the tunnels, Mikey splashing an indignant Raph, Leo having to angle his board between theirs to keep the peace.

That was the full extent of their memories.

"What the shell happened to us?" roared Raphael. It had to be Raphael, if the red cloth twined about his head was any indication.

"Well, duh! We're human!" The blond-haired male peered closer at his irate brother and chortled. "Whoa, Raph, you're a redhead! Why am I not surprised?"

Raphael gave him his patented bop to the back of his skull and shoved him away. "Can it, freakazoid! And stay outta my personal space, or at least cover up your dangly parts first!"

"You cover your dangly parts!" countered Mikey. "You're as butt-nekkid as I am! And red-haired!"

"This is impossible," Donatello was muttering, staring down at his goo-coated fingers. "It's just not biologically feasible. I mean, it's one thing to integrate human DNA into turtle DNA, but to successfully convert one species into another involves a level of genetics knowledge that's light-years beyond our current scientific know-how—"

"Maybe science has nothing to do with it."

Donatello managed to tear his eyes off of his newly human limbs and turn them on his brother—at least, he supposed it was his brother, even if he was human and dark-haired and awkwardly holding onto his scabbard strap and belt to keep them from sliding off.

"We're under the Volpehart building," Leonardo went on, his eyes flickering circumspectly about him. "Remember? When we went to find Angel's brother?"

"The time with the undead skeleton dudes and the old guy who turned to ashes and that creepy red giant tentacled monster?" demanded Mikey, his voice rising with every word. He'd had nightmares for a week after that particular adventure, as well as a strange compulsion to ensure that Leo's left arm had not sprouted any strange appendages.

"You think that beast's the one responsible for this? But how?" Donnie looked incredulous. As far as he remembered, the alien beast had relied on walking skeletons and fear-inspiring hallucinations, not species switching. Or perhaps this was the hallucination.

"Does it matter?" snapped Raphael. "We woke up stuffed in those cells and we're back in its cave. Who cares about the 'how'—all I wanna know is the 'where' so I can track that ugly mother down and get it ta fix this!"

"But didn't we kill that ancient evil thingy?" demanded Michelangelo.

"Wrong. Leo killed that ancient evil thingy." Raphael turned toward the brown-haired teen. "Ya did kill the ancient evil thingy, didn'cha, Leo?"

The brown-haired male held up a sheepish hand. "Um, Raph, it's me, Don." He gestured toward the other dark-haired male. "That's Leo."

"Oh." Raphael seemed chagrined, but only for a second, as he shifted his gaze toward the aforementioned teen. He had to admit, this one looked more like Leo, right down to the determined, 'I-am-going-to-get-to-the-bottom-of-this-dammit' expression on his face. "Whatever. Leo?"

"I did kill it. At least, I thought I did." Something was hanging in Leo's eyes, partially blocking his vision. Annoyed, he brushed at it and realized that it was his own hair—thick and pitchblende-black. "It fell down the chasm. We all saw it happen. And Angel said that Mr. Volpehart himself had sensed it was gone before he…disintegrated."

"Hello, refresher course on Ultimate Evil 101, bro," squawked Michelangelo. "Rule number one: they always come back. Always. They never stay dead."

As if on cue, a skritching sound came from somewhere in the void, like something was rasping its limbs against the limestone walls. A red glow began to bleed through the blackness.

"Don't you all just hate it when I'm right?" Mikey whined as they all reached for their weapons.

"Gee, I dunno, considerin' the fact that that happens like once every ten years," retorted Raphael.

Leonardo almost told them to put a cork in it, but realized that their nattering was more of a cover for their nervousness than anything else. He held his sword in front of him with both hands, trying to calm himself even as he felt twin spikes of adrenaline and fear pump through his veins. In a way, the prospect of fighting in this new human body was more frightening than the monster they were about to face; in all of his previous battles, no matter how impossible the odds had seemed, he at least had the comfort of knowing exactly what his body could or could not do.

Right now he no longer had that tiny advantage.

"Incoming!" Donnie yelled as the edge of the gorge began to crumble.

The creature that emerged from the abyss wasn't even half the size of its predecessor—in fact, it was like comparing a shrimp to a giant squid. But it was still the size of an elephant and its tentacles, though much smaller, had impressive reach—a fact it promptly demonstrated by trying to grab the one nearest to it, which just happened to be Leo.

Leonardo leaped instinctively. In his mind he'd already calculated how much height he needed in his jump to clear the first couple of tentacles, what direction he needed to twist his body once in mid-air, and the location of that safe patch of ground just behind the creature that he could land on safely.

Unfortunately, he had forgotten to factor in the differential between his original muscle strength and his new one, and his leap was decidedly lower than he'd intended.

The second tentacle caught him across his abdomen, sending him hurtling backwards. He was preparing himself to go into a roll when his back struck the cavern wall, quite literally knocking the breath out of him.

Someone shouted out his name—Raphael, probably—as if from a great distance. Leonardo barely heard; he was too preoccupied by the explosion of pure pain where his X-shaped katana sheaths had been crushed between his bare skin and the cavern wall. He never thought he would miss his shell as much as he did just then.

Note to self: never fall on my back again while carrying my katanas.

Nevertheless, he forced himself on all fours, trying to ignore the sharp throbbing across his wing bones and spine—places that had not been so much as touched his entire life. He raised his head to evaluate the ongoing battle, and was not pleased to see Raph and Don in the creature's clutches. Some yards away, Michelangelo was dancing about, dodging tentacles with a speed that was a fraction of what he was capable of.

Leonardo watched, helpless, as his brother tripped over legs far longer and skinner than the ones he was used to. "Mikey!"

But Raphael was ahead of him; the redheaded male managed to slide one of his arms out of the beast's tentacle grip and stab one of his sais into the soft carmine flesh. The creature barely made a sound, but the tentacle recoiled automatically, giving Raphael enough room to escape, sprint over to his fallen brother, and haul him to his feet. They scarcely had time to retrieve their scattered weapons when the beast trundled over in front of them, the jewel-like entity on its forehead blazing bright. The two boys looked up at it and froze, as though momentarily dazzled by something only they could see in the crimson light.

"Don't look at it!" Leonardo flipped to his feet, relegating his bruises to the back of his mind. He remembered all too well staring into the nucleus of that glow, feeling the first taint of dark power lap at the edges of his soul. He had been on the verge of becoming that thing's puppet—he was not about to see it happen to his brothers.

Donatello's bo came spinning from where he was suspended above, tagging his mesmerized brothers across their knees. Raphael and Michelangelo tumbled backwards, jerked out of the beast's spell. Almost simultaneously, Leo pitched his sword forward, the blade slicing clean through the tentacle that held Donnie prisoner.

The creature roared, more from abject disapproval than pain.

Donatello grunted as he landed hard on his feet, staggering a little before taking back his staff. Raphael and Michelangelo fell into step beside him, breathing hard as they prepared themselves for the second round. Leonardo took a stand several meters away from them, just slightly behind the monster, trying to ignore the discomfort of having his katana holders slap against his sensitive back with every rising movement he made.

"Ow. That hurt more than it should've," Donnie murmured, briefly shifting his weight from one foot to the other.

"Is it just me, or is this thing a lot faster than before?" Mikey gasped.

"No, we're just slower," snapped Raph, using the blade of his sai to shove his red bangs out of his eyes. "I feel like I'm trapped in that bonehead Casey's body, needin' to lug his overmuscled butt around."

"We're not going to get anything done this way," Donnie said, a half-second before another oversized feeler struck the ground between himself and his brothers. They managed to vault out of the way, but only just. "Any suggestions, Leo?"

But Leonardo was already thinking. What they needed was the meteorite spear, but it had disappeared with the original demise of the creature. Still… "Let's try something similar to last time," he proposed. "Raph, can you hit that gem on its forehead?"

"Are ya kiddin'?" Raphael stepped forward confidently, his sais going into spin mode. It was a trick he could do in his sleep, except this time his ring finger—a thing he'd never had to contend with, ever—got in the way of a prong, causing him to drop his left sai like an amateur. Dumbfounded, he managed to snarl, "Freakin' extra fingers!" before hurling his remaining weapon at the approaching beast.

His dexterity might have been off, but his accuracy was as spot-on as it'd always been: it struck the gem in the middle, a perfect bulls-eye.

The monster's response was to simply pause and pluck the sai out of its skull, easy as you please, as the turtles-turned-humans watched in dismay.

"Now what, Fearless Leader?" grumbled Raph, barely avoiding impalement as the creature flicked his own sai toward him.

Leonardo drew out his second sword as his brothers engaged the creature in combat once more. "Give me a minute!"

"Oh, no problem," chirped Michelangelo. " 'Cause it's just sooo much fun jumping around with Mikey Jr. swinging back and forth in the breeze."

"Mikey, I swear if I wasn't fighting for my life here, I'd whack ya," threatened Raphael.

"Just out of curiosity, Mikey, did you ever have a thought you didn't want to share?" groaned Don, ducking a wayward feeler.

"Hey, tell me it isn't just a little bit uncomfortable having to fight with your bits flapping around," shot back Michelangelo as he did a double flip between two tentacles. "No wonder humans're obsessed with underwear!"

Leonardo listened to his brothers' chattering with half an ear; his mind was scrolling through all available options. It was clear that the monster was not going to be harmed by anything but the meteorite that had borne it, but its source had long since vanished into the abyss.

On a whim, Leo darted toward the chasm and cast his gaze frantically across the space.

There!

Wedged between several shards of cliff-side rock was a fragment of meteorite, probably chipped off of the original mass, glittering through the umbra. Even better, it was on the right side of the opening, close enough for him to reach—if he used his sword to gouge it out.

Leonardo sidled to the very edge of the cliff and stretched out his katana. The point of the blade grazed the shard, dislodging silt and bits of limestone. Around his sword handle his palm had gone cold and sweaty, and Leonardo had a vision of the weapon slipping through his fingers to join the meteorite piece plummeting into the abyss. Gritting his teeth, he wedged the blade tip below the shard, loosening it completely from the rock, and quickly turned the sword on its side to catch it as it toppled over. Slowly, carefully, he pulled back his sword, meteorite piece balanced on the flat of the blade—

Two feet away, a tentacle crashed into the cliff, knocking Leonardo off balance. The shard flew from its cradle.

Without thinking Leo lunged forward and grabbed for it with his free hand, suddenly grateful for his increased reach.

The shard pulsed both warm and cold in his palm. It was the size of an arrowhead (conveniently) and not sharp enough to pierce (unfortunately), but he'd figure a way around that.

Leonardo didn't even have time to breathe a sigh of relief when a second tentacle came plunging toward him. He rolled away, feeling the earth shudder as the monster's limb collided with the ground. He continued rolling until he was back upright, shard firmly in one hand and sword in the other.

"Leo!" Donnie cried.

He looked up, squinting through his damp fringe as he saw that Raphael had once more been captured, his arms properly secured this time. This time the beast was hoisting his brother dangerously close to its maw of a mouth, as if preparing to make a meal out of him. Mikey and Don were scrambling to their feet several hundred yards away, obviously having been struck backwards by the creature's writhing feelers.

Leo's heart sank. He was even farther than Michelangelo and Donatello, too far to reach Raphael in time. He couldn't move any faster, not with his new body, but perhaps he wasn't the one that needed to get there fast.

"Guys! Batter up!" Leonardo yelled, and threw the shard as hard as he could.

Mikey spun about, nunchukus whirling, and slammed one end of his weapon against the meteorite piece, sending it in Donnie's direction. The brown-haired male was directly in front of the beast; all he had to do was swing his bo like an all-star and bat the shard toward where it had to go.

The creature wailed as the meteorite made contact with its illuminated center. Its limbs twitched, slackened. Raphael, eager for payback, kicked free from its grasp, used a tentacle to piston himself upwards, and drove a sai straight into the middle of the slipping meteorite shard, essentially staking it to the beast's skull.

It was enough; the gem gave one last desperate flash, momentarily blinding them, and the beast's wailing degenerated into death-screams, unearthly and high-decibel.

The screams came to an abrupt end when Leonardo descended upon it, swords flashing, and separated its head from its body.

The massive red light upon its brow promptly extinguished, like a lantern being snuffed out, and the beast dissolved into dark mist. Raphael's sai, bereft of anything solid to hang on to, clattered noisily to the ground. A few seconds later all the redness had been leeched out of the cave and the air was still once more.

Leonardo watched as the creature's internal fluids turned black on his swords and dissipated. He was sliding his weapons back into their holders when he sensed his brothers' approach. "Insurance," he explained tersely as he read the question on their faces.

They all gazed at the spot where the beast had been. Not a trace of it remained; the only proof of its existence was the pockmarked earth and the trenches of smashed stalagmites.

Michelangelo was, predictably enough, the first to shatter the silence. He lifted his nunchukus into the air, pumped his arms, and whooped, like an athlete who'd completed a power play. "Let that be a lesson to you—never mess with the teenage mutant ninja turtles!" At his brothers' looks, he amended: "Or…the teenage naked ninja humans!"

He skipped forward, easily evading Raphael's avenging hand.

"To tell ya the truth, that was kinda disappointing," the redheaded youth said. He almost anchored his sais on his belt before remembering that his belt was no longer resting securely on his waist. "Last I remember, the thing was bigger than a house, right? What, it not takin' its vitamins now?"

"Maybe other one was the original monster and we did kill it," Leonardo speculated. "It fed on people's greed for centuries. This one might've only had a couple of months."

Donatello frowned thoughtfully. "So…it's dead, right?"

Raphael lifted a dark red eyebrow. "Uh, were you or were you not here for the past several minutes? We stabbed and beheaded the damn thing. 'Course it's dead."

"We even saw its light go out," chimed in Mikey. "If that isn't a metaphor for dying, I don't know what is."

Donatello's frown deepened as he continued to stare down into the pit.

"Oh, fer cryin' out loud, Donnie, what is it?" Raphael demanded. He didn't like it when Donnie got all quiet and frowny like this. None of them did—it usually preceded bad news.

"If this was a mind trap like the last time, we should've woken up to the real world by now." Donatello scanned his brothers' countenances, foreign yet familiar: Raphael looked irked, Michelangelo looked baffled, and Leonardo looked wary. "If not, whatever that thing did to us should've ended the second we destroyed it." He lifted his hand, five fingers and all, and displayed it to his brothers as testimony. "So why haven't we reverted back to turtles?"

End of Chapter One

Closing Notes: I lied. This premise was inspired by a picture I made that was inspired by the episode "The Gang's All Here." In the ep, only Mikey ended up turning human—unfortunately, his human form was a cartoony Irma type, not the "realistic" (attractive) Shredder-type. It was rather disappointing—I totally expected him to look cute as a human. Years after I saw that episode, I thought about drawing my own take on the turtle-turned-human idea. For some reason I drew them emerging from the pods from the "Darkness Within" episode, and it was only after I finished coloring the picture that I came up with a back story for it. Then suddenly I was typing it down and I had a chapter done in record time, which is weird because I'm really, really slow when it comes to writing.

Incidentally, it is "Volperhart", "Voplehart", or "Volpahart"? I can't tell, even with the volume cranked way up. This is my first TMNT fic and I really want to get my facts right, so let me know.

Next: April to the Rescue, or Desperately Seeking Clothing.