Author's Note:

Hello! It's been quite some time since I posted anything for the fandom, including updates. I apologize to those who follow my other stories! You see, a few months ago I began a new project that I was very excited for, but I was scared of falling into the same pitfalls I tend to do with my other chapter stories. I get to a certain point and lose steam or find myself in the middle of another family crisis (this one has been happening a lot these last eight months). And I didn't want that to happen to this story. Not at all. So I promised myself it wouldn't be released until it was finished.

And I'm happy to say it is.

It took a lot of work, and there are minor edits needed, but everything is done plot wise. Every chapter written and ready for reading. It's a bit long, but I hope you'll all stick with me. I've worked very hard on this story, and am a bit proud to have it done when it's released, as well as all the thought that's gone into story construction. Reviews for this story would be lovely, and I hope you'll follow along as new chapters are released, on time.

This takes place in the 2k12 cartoon, some time after the episode "Enemy of my Enemy" and I recommend watching up to that point to avoid spoilers, although you're free to do otherwise. Chapters will be released weekly unless otherwise stated. The four turtles are the main focus, with Don being the center, although other characters are featured as well.

Thank you for reading this long note. I hope you'll enjoy the story, review, favorite, and alert. I admit, reviews especially I love hearing what you, the readers, think, and I ask and hope you'll tell me your thoughts. Anyways, thank you for the support!

Edit: Made a mistake while fixing a grammar error and heading for upload! I'm sorry about that!

Donatello growled, ducking to escape a kick to the head, and swung his staff into a Foot ninja's side. The man grunted, flying into a collection of garbage cans at the end of the alley with a great crash. Raphael yelled somewhere behind Don, kicking another would be attacker away from Donatello as the ninja charged from the right. Raphael grinned, holding his sais in front of his face and landing three swift jabs on an oncoming opponent's chest and face, stunning him. Don wheeled his staff around, finishing the ninja off by throwing him into the side of an apartment building. But as soon as one stopped moving, five more crawled down the buildings like spiders, dropping down around the two brothers.

"They just keep coming," Donnie said breathlessly, knocking one in the head while Raph sent another to the ground with a punch in the gut.

"Mikey and Leo aren't doing much better down there," Raph muttered, a scowling. "He wants us to retreat."

Raph practically spat the last words out, glaring at one ninja and chuckling darkly at the shrinking mook as he cut him down. Don shook his head at him, following Raph's growing path of destruction to rejoin Mikey and Leo. Donatello side-stepped several punches from the side, jabbing the offenders with his staff and hopping away as they fell to the ground.

"We're doing all right. If they'd just stop coming, we could take 'em."

"I think that's the problem, Raph. Even if we can fight them this easily, they'll overwhelm us with their numbers." Don wiped sweat from his forehead, eyes stinging when some leaked into his eyes. "Not all of us can fight as tirelessly as you."

Raph smiled and nodded. "Fair enough. But maybe if you didn't spend so much time on the computer, you'd last longer."

Don bristled, and one unlucky ninja went flying into a dumpster. "I'll have you know that I design a fair amount of our tools with that computer. And then I have to go and test them for you guys so they don't malfunction when you use them. Not that is stop you from mis-using them."

Raphael only rolled his eyes, perking up when he saw a flash of orange and blue. Raph glared when he spotted one ninja preparing a barrage of kunai at Mikey's head, gripping one sai and aiming for the attacker's hand. With one quick throw and scream, the kunai fell to the ground with a clatter and Mikey turned to face his brothers.

"Hey, guys! Oh," Mikey glanced at the twitching man, chuckling, "and thanks, Raph."

"No problem, Mikey. I like knocking these bums down to size."

"It's going to have to wait till later. They're really coming down on us." Leo kicked another to the side, breathing labored. "We need to get going. Don, do you have the smoke bombs?"

"Of course." The brothers huddled together as Donatello pulled one bomb from his belt, and in seconds a cloud of black and purple smoke engulfed the four. They moved as one away from the scene, sticking to the shadows and only appearing when they were several blocks down and in the next alley. They stayed pinned to the brick wall, the shadows shielding them from view as they took several deep breaths. Leo caught their eyes and nodded, pointing down an alley across the street and leading them down.

Don and Raph kept their eyes near the sky, watching in case any more ninja flew down from the rooftops. Leo took a sharp turn into another alley, this one connecting to a series of restaurants where the smell of rotting food mixed with damp, sticky air. Leo finally stepped out of the shadows, rubbing the back of his neck and looking toward his brothers.

"I can't believe how many of them were out tonight." He glared at the ground, hands clenching. "Shredder must be up to something to be putting out so much man power."

"But what? It didn't seem like they were there to do anything but attack us." Donnie leaned against the wall, wrinkling his snout as an acidic stench rose from a nearby dumpster. "I find it odd that neither Fishface or Dogpound showed up. And there was no sign of Karai, either."

"Yeah, just a bunch of nameless Foot." Raph huffed, folding his arms over his chest. "I don't get it."

"I don't know, Raph. I don't think you'd get-" Mikey stopped when Raph rounded on him, eyes burning. Giving him a quick smile, he grabbed Don and yanked him around, using him as a shield. Don growled, glaring at Mikey. Holding his hands up in surrender, Mikey backed away and tilted his head up, sniffing at one garbage can. "You guys smell that? Pizza...with orange slices?"

"Don't even think about it, Mikey," Don said. "It's rotten. You can smell it from the next alley."

"Maybe I can pick off the orange slices?"

"No!"

"Whatever the case," Leo said, raising his voice. "We'll have to watch out the next few days. See if this happens again or if there's anything in the news. Maybe April got something on that blog of hers."

Don smiled, biting his lip and Leo smirked. Face falling at a twisting shadow, Leo's body stiffened. "Or we can find out now, I guess." Reaching for his swords, Leo whipped around and held them out, ready to strike. His brothers flanked him, weapons drawn and eyes alert.

"Come out now! We know you're with the Foot," Leo called, scanning the alley.

"Yeah, you're already in for a beat down," Raph chimed in, "but we might go easy on you if you surrender. Maybe." Silence followed, the alley going still. Raph turned to Leo, ready with an insult about paranoia when the shadows shuddered.

An inky black hand sprung from the gloom, grasping at the air before what looked like a head fell out of the darkness. Leo tightened his hold on his blade, eyes widening. The figure seemed to be the shadow itself, flickering in the lights of the buildings and moving like air. More limbs bubbled out of the black, waving like a flame before piecing into the figure standing in front of them. It had no distinguishable features, looking like a human's shadow come alive.

"Dudes, that is so creepy." Mikey huddled closer to Donnie, catching his eye. "What is that?"

"How should I know?" Don couldn't keep the tremor from his voice. His whole body tingled feeling like the creature was watching them despite the lack of eyes.

"Well, you're the scientist," Mikey said, exasperated. "Aren't you supposed to know about these things?"

"Will you quit arguing? We still don't know-"

Before Leonardo could finish, the creature doubled over and snapped back upright, head vibrating like a spring. It brought what looked like hands to its face, dragging its fingers through the skin and ripping it away. It revealed two large, blank white eyes, shaped in perfect circles. Grabbing the skin around the lower half of its face, it tore more skin away, revealing a white, thin oval mouth.

"Okay, seriously, this is like that one movie-"

"Not now, Mikey." Raph cracked his neck, breaking from the group to charge. "I don't know what you are, but this freak show is over."

"No, wait!" Raph ignored Leo and thrust his sai toward the shadow's arm.

And met only air.

"What the-"

Raphael spun around to see the shadow now in front of his brothers, two times bigger and hovering over all of them. He growled, heart kicking into overdrive as he sprinted again, watching Leonardo slash at the creature. The shadow only moved with his swings, flowing like water around the blade and sending a cloud of black mist in the air. Raph hissed as the black smoke hit his eyes, wiping it away.

"We can't hit it," Leo said, swinging fruitlessly at the shadow. "We can't fight it like this."

"Then what are we supposed to do?"

Mikey's voice was panicked and his eyes searching. Part of the shadow wrapped around his gut and threw him down the alley in response. Raph's racing heart clogged his throat and he could barely hear Don with the blood rushing in his ears. "We have to hit it when it attacks. That's when it solidifies."

Black surrounded Raphael seconds after Don spoke, but this time someone whispered in his ear. "Red... Red?" It was a strange, harsh and warped sound, like nails scratching concrete. "No, not the red one. Not this one. Blue. He said blue. He said to attack the blue. Worthless."

His eyes widened and he shoved his sai into the shadow, breath blowing out his lungs as it punched his gut at the same moment. It cried out when the sai dug into its black skin, hissing and spitting while it slinked away from Raph. Raphael's head snapped up, eyes finding Leo as he made to charge. "Stay away from that thing, Leo, it's after-"

The shade's body changed again, becoming long and thin as it rose in the air. Its tail fanned out into the alley, spreading more black mist that exploded into the streets, and Raph's stomach lurched out when he heard its rasping voice again. "But why blue? Why-what difference? Why not orange? Why not purple? Why not red?" It shifted with each color, facing each turtle and twisting into impossible angles.

"Raph, get up-" Something wrapped around Raphael's middle, over and over again, squeezing the air from his lungs. He snarled, wriggling in its grip and trying to headbutt it when a head formed near his side.

"Why not you? Why not? What does he offer. What difference?"

"The difference is I'll...knock you..." Raph blinked and gasped, trying to catch his breath. He shook his head, eyes widening when the edges of his vision started fading. He struggled harder, kicking and punching at whatever bit of black he could reach.

"Raph!" Donnie's familiar voice sounded from above and Raph felt the air by his head rush, Don's staff colliding with solidified shadow. "Sorry about this," Donnie said, giving Raph a sad look before taking his staff and jabbing his stomach. Raphael coughed and spluttered, but the shadows screeched and melted away from him. Donnie smiled, but the shadows solidified in seconds, slithering around him and Raphael.

Don moved in front of his older brother, taking a defensive stance and watching as Leo brought a struggling Michelangelo to his feet. "You won't like this, Raph, but we'll be retreating from this fight too."

Raph coughed once more, using the wall to get to his feet. "I think I can live with it."

Don nodded, taking a step back and reaching out to help steady Raphael and shouting when shadows coiled around his arm and squeezed, yanking him up before throwing him to the ground.

"Don!" But the shadows returned to Donatello seconds later, grabbing his feet and dragging him down the alley. Don winced; his arm still burned, but his shell protected him from the gravel of the alley. He glared down at the shadows, grabbing his staff with both hands and aiming a strike at the mass of black around his left leg. A high-pitched wail pierced the air and Don's head rang.

The shadows trembled and the creature's head reappeared. Its wide eyes met Donatello's and Donnie's throat closed, his head feeling light as they stared each other down. Something swept over Don's body like a second skin, and his body shook. He opened his mouth to scream or shout or something, his limbs unmoving, his reflexes shot, and something slithering in the back of his mind.

Raph grabbed him from behind when Don shout ripped through the air, Raph's eyes dark and his mouth twisted into a snarl. He took his sai and rammed it through the top of the creature's head, eliciting another long, sobbing wail. The shadows curled around the imploded head, shuddering and bubbling before it exploded in a puff of black smoke. Inky mist blew down the alleys and streets, burning the turtles' eyes and leaving a fog around them.

Raphael took several deep breaths, hoisting Don's up by his shell and pulling him away as fast as he could. Raph locked eyes with Leo and in moments they were gone, sliding into the nearest manhole and out of sight.

By the time the police arrived only a few puffs of smoke remained, and the incident was linked to a kitchen's malfunctioning stove.

"Slow down, Raph, we need to check on them." Leo used his free hand to grab Raphael by the shoulder, pulling him back and nodding at Donatello slung around Raph's shoulder. Mikey moaned beside Leo, shaking his head and pulling away.

"I feel like I got hit by a truck filled with cement blocks. Who knew shadows could hit that hard?"

Don shook his head, groaning a bit and gently peeling himself away from Raphael. The other gave him a pointed look and Don waved it off. "I'm okay now. But thanks for the save from before." Raph hesitated to let go of Donatello, doing so only when he was sure Don wouldn't stumble. Don looked down where the shadow had grabbed his arm, glaring at the black residue left behind. He glanced down at his feet, sighing when he saw the same gunk on his legs.

"I don't know what that was about," Raph said, his eyes still on Don. "Why it grabbed you and everything. And what happened to you? You froze up and-" Raph screwed his face and threw his arms up, turning away and leading the turtles down the sewers. Leo and Mikey glanced, wide-eyed, at Donatello, who only shrugged, looking just as confused.

"Talk to him about it when we get back," Leo said after a few seconds, lowering his voice so Raph wouldn't hear. "And what was that thing all about?"

"I'm not really sure." Leo and Don watched as Mikey ran ahead to catch up with Raphael, poking him several times in the arm and head until he got a loud rise out of him. Raph whipped around and tried to catch Mikey in a headlock and the other two watched the chase from a safe distance. "It seemed confused the entire time, like it wasn't sure who to fight. I don't even know what it was. I can try to get a sample from what's on me, but that could take a few days at the least."

"It screamed a few times, too. So it can talk?"

"Yeah. It kept referring to us by our colors," Don touched his headband, "but that's where it started to get confused. I caught a bit of what it said to Raph, but only about it not making a difference about which one of us it was. I'm guessing it meant to attack, but I'm not sure. It was so erratic." Don narrowed his eyes. "And then it talked about a him. Which can only mean the person he was working for."

"And the list goes on for that one. What do you think?" Leo's shoulders slumped as they turned a corner. "I have a feeling it's the Shredder."

"Because of the proximity of the attacks or because of your gut?" Leo blinked owlishly at Don and he chuckled in response. "Well, I'm sure that from what we've seen from the Kraang, they could have pulled something like this off. We've know what their mutagen can do. Maybe they've found a way to work with shadows now."

"But who do you think it is?"

Donatello paused, slowing a bit when his mind threw him back to when the shadows grabbed him. The long, hard stare into white, endless eyes unnerved him, and he couldn't shake the chill that spread through his skin. "Shredder," Donnie said eventually, smiling wryly. "Shredder with Kraang tech. And that's coming from my head and my gut."

Leo nodded, sharing a grim look with Don before concern overtook him. He looked Don up and down, biting his lip. "Are you sure you're okay? When Raph pulled you out of there you looked kind of...sick. And pale. That's saying something considering our color."

Don swallowed, rubbing the back of his neck. "It felt weird. I don't know why, but there was a sudden drop in temperature. I couldn't tell if it was the air or my body reacting. And then...I don't know, something happened, but I'm not sure what." Don kept his voice down, watching Mikey and Raph argue back and forth, Mikey now safely out of reach. "It freaked me out, and it started to really squeeze me, like when it choked Raph."

Don narrowed his eyes, fisting his hands. "But I think it had more to do with the situation than anything else." Don made sure to keep his eyes even with Leo's, voice low but firm. "It was an opponent we've never had to deal with before, and I think the stress of so many stimuli got to me. That, and that thing had a pretty good grip."

Leo studied his brother for several long seconds, trying to see cracks or breaks in his explanation. But Donatello held fast, his face blank, his eyes just as searching as Leo's. It was one thing that made Donatello so hard for Leo to read.

Leo glanced ahead, eyes darkening when he saw they were quickly coming up on the lair. He turned back to Don and sighed, nodding. "All right. For now, I'll believe you. But if you start to feel off, or if there's anything you want to talk about, don't hesitate. Okay?"

"Of course." Donatello nodded, smiling a bit. "You're getting better and better at leadership, you know. Just don't let Raph hear me say it."

Leo blinked, cheeks warming. He shook his head, chuckling. "Yeah. We both know how...unforgiving Raph can be."

"And I like my face the way it is. Contrary to what Raphael thinks, I find it rather devilish."

Leo raised an eye ridge. "Devilish? Is that what you're calling it?"

"What's that supposed to mean?"

They continued like that, Don taking a few unfair shots at the implausibility of Space Heroes as they entered the lair and their father asked them what had happened. And even though Splinter looked concerned and his eyes grew dark, like he'd sensed something strange had happened after their fight, Leo went to bed feeling like Donnie's words were true.

Maybe he was getting good at this.