Hello and thanks for giving my first attempt at writing a chance, I truly hope you enjoy and would greatly appreciate comments and critiques. I do not own TMNT or it's characters. Enjoy!

Carnival of Rust Chapter 1

Her breathe rattled in her chest. The urge to get away overwhelmed everything else.

She looked over her shoulder and was sent sprawling onto the pavement. She shook her head to try and clear and only made the world tilt crazily around her. Whatever drugs she had been dosed with still coursed through her system. Looking up, she saw a sewer drain. Crawling to it, she slipped through it. As she went down the drain, she heard her clothes tear and felt the rough metal of the drain rake across her back. She fell with a splash into the water below. As she was swept away she heard her pursuers curse. 'Safe,' she thought with relief. As the water sent her farther down the sewer, she felt the drugs overwhelm her, and she drifted into unconsciousness.

Donny grumbled at being sent on a food run. Leo was practicing with Splinter, Raph was god only knew where, and Mikey couldn't be trusted to get more than half of the food back edible. Lost in thought, Donny wandered further down the tunnel. Don had just recently gotten a copy of the latest edition of 'Scientific American' and it had to be put on hold for pizza, of all things.

A gust of wind sent a splash of cold rain water down his trench coat. At least he just had to meet the delivery guy at the sewer grate. He didn't even want to think of going up top in this weather. 'I'm a reptile, not an amphibian.' He grumbled to nobody in particular

Lost in his own world, Donny didn't even notice the vague human shape sprawled in the side tunnel. At least not until it groaned. Donatello whipped around and had his bo out before he had even fully registered the noise. Heart racing, he slowly crept towards the pathetic heap. He placed his bo back in its sheath and knelt towards the person. Dirty, long blondish brown hair was matted to her head. She was dressed in clothes that looked and smelled like they hadn't been washed in too long. Multiple bruises and cuts littered what skin he could see. When he went to pick her up he saw four deep gashes running from her right shoulder to her left hip. He lifted her up and started heading back to the lair.

Her skin felt too tight and itched, her entire body burned. I have to be alive, cause there's no way being dead could hurt this much.

She groaned involuntarily. In an instant there was a vague shadow hovering over her. She opened her eyes, but they wouldn't focus. A voice was trying to talk to her, but it was too much effort to understand, much less answer. The shape moved quickly, and she felt herself being picked up in strong arms. Something wasn't right, but it took too much effort to go past that thought. As she felt herself being carried away, she tried to hold onto consciousness, but felt it slipped away.

Donny juggle the girl he'd found in the sewer so he could reach for the door handle. As the door opened he heard Mikey shout, "Yeah! Pizza's…..that's not a pizza."

"No shit Sherlock." Ralph shot from the kitchen.

"Raph language! Donny what the…."

"My son?"

"Enough! Can I at least get in the door, she's getting heavy." Donny grumbled.

"Donatello, put our guest on the couch."

"No sensei, she's not well, let me get her to my lab."

Leonardo went to open the door for Donatello as Mikey chuckled, "Can we keep her? OWW!"

"Shaddup and go get dinner," growled Raphael as he shoved money at his younger brother. He hid a grin remembering the last time Mikey said that about an unconscious visitor.

She heard voices, but they seemed so far away and it was just too much effort to force her eyes open. She felt herself being placed down on a cool surface. It almost seemed that it caused her skin to burn more. She wanted to scream in pain but her throat felt paralyzed. She didn't even feel the needle go into her arm.

Donatello set the mysterious girl down on the bed he used when one of his brothers needed stitched up. Almost as soon as she touched the sheets she groaned in pain and started to thrash around. He reached for his supply of sedative and sterile needles. The drug quickly took hold and she slipped back into unconsciousness.

"Oh Jesus!" Raph shouted. As Don looked down at his hand that had been holding her arm, he saw the reason. He girls' skin where he had touched her had peeled off in one long strip leaving raw oozing flesh underneath.

"Get out, I need to get whatever's hurting her cleaned off and I don't need all of you in here ogling her." Donny shooed his brothers out of his lab and shut the door behind him. He turned back to his patient, embarrassed but knowing it needed to be done. As glanced over at her she shifted and more skin around her shoulder peeled off. Ah shell. It was going to be a long night.

Donny got his new patient cleaned up and had her bundled into an old t shirt and pair of gym shorts that April or Casey had left the last time they were here. He rooted through the rags he had taken off of her hoping to find some sort of identification but unfortunately coming up with none. The only identifying mark she had was a new and still raw looking tattoo on her left wrist that was a series of numbers and letters, EXP. 2202A. Whatever the shell that means.

Her skin had seemed to stop peeling off after he's gotten her cleaned up, but she still occasionally moaned in pain. Donny tried to be gentle, but he had to take care of her wounds. The cuts on her back were the worst, but luckily they were fairly recent and hadn't been too dirty. Her entire body was covered in scrapes, bruises and what looked like needle marks. He wanted to know more about their mystery guest. I hope she wakes up soon.

Checking his patient one more time, he went out to update the rest of his family. He opened the door and was greeted with four sets of curious eyes. "She's sleeping for now, but something is wrong with her, her skin was just peeling off. I don't know if she was burned or something else, but one of us should stay with her for the next few days just in case."

"Who is she? When can we talk to her? What's her name?"

"Mikey calm down, she hasn't even regained consciousness yet, give her a bit." Donny rolled his eyes at his younger brother's curiosity.

"Go grab some pizza and crash for a bit Donny, I can take first watch."

"Thanks Leo, wake me up if anything changes."

Leo sat in a shadowed corner of Donny's lab watching their new guest. If she happened to wake up he didn't want to startle her. Looking up at the clock with a sigh he settled in for a long and hopefully uneventful night.

Donny woke to a knocking on his door. "Hey Don, our guest needs ya." Raph informed him from the behind the door and then chuckled. That can't be good. He rolled out of bed with a groan and followed Raph back to the lab.

Donatello was definitely not expecting their 'guest' to be up and about. He was greeted as he opened the door by a hurled piece of glassware that missed his head by inches.

"No, no, no, No, NO!" The shriek came from the far corner. The girl cowered away from everybody. Her eyes were glassy and she was breathing heavily.

"Leo?"

"Yeah, I'm here." Donny looked to his left to see Leo trying to look as small and unthreatening as possible.

"Looks like she got ya fearless." Raph snickered as Don saw the four small gashes on Leo's cheek. "I think I like her already."

"Miss, it's alright, we aren't going to hurt you. We found you and you seemed like you needed help. I know we're not.." Donny walked to where she crouched. He didn't get too far when she let out a shriek and Donny had to duck as another piece of glassware went hurling by towards his head.

"Dude, you're scaring her." Mike shoved all three of them back towards the door. He slowly advanced towards the frightened girl talking nonsense in a low calm voice. She glared at him uncertainly, and then hissed as him. Mikey stopped in his tracks, confused, and then slowly started inching forwards again making low unthreatening noises, much like you would to a scared animal. When he got a little bit outside of arms length he crouched down, looked off to one side and extended an arm towards her. "C'mon now, it's alright, we won't hurt you." He murmured. She slowly reached out a hand towards Mikey's and then suddenly collapsed. Mikey was close enough to catch her before she hit the floor.

"Mikey get her back on the bed, please." Donny said, saw Leo's face, and added with a grin, "I think we'll try some restraints this time too."

Donatello was worried. After the incident in the lab she seemed to slip back into delirium. Her heart rate was far above normal as was her breathing. Her temperature spiked and she would shiver and sweat in turns. Her skin didn't start peeling as extremely as it had originally; but it had started peeling in smaller strips all over her body. For the past week she would wake them up regularly shrieking sometimes in pain and sometimes in fear and only another dose of sedative would calm her. All of their patience was starting to wear thin as lack of sleep caught up to them. After the first couple of days without her coherently waking up, Don had begun to worry about dehydration and starvation. So he dipped into their limited medical supplies to start an IV line as well as tube feed her once a day. She was able to keep down everything they gave her, which Don decided to take as a good sign

He hoped things would change soon, he could really use some sleep.

Two weeks later, Don regretted that wish. Their guest's condition had changed, but not for the better. She now was lying motionless most of the time except occasionally when she would open her eyes and look around for a few minutes without really focusing on any one thing. Her vital signs were more stable and she no longer had a fever.

However, she was really starting to puzzle all of them. It looked as if she had lost the top layer of skin all over her body and it was just beginning to heal. But instead of the normal pink of healing skin, it was coming back colored a tawny gold. And unless Don was completely imagining things, she was also starting to grow a short, soft fur coat with a few markings under her eyes. As if that wasn't strange enough, after her being there about a week, Don went to sponge her off after a fit and noticed a nub at the base of her spine. Over the next couple of weeks it had grown to bobbed tail. Her ears also became pointed and grew tufts of hair at their tips.

The brothers had no idea what to make of the stranger's transformation except that after awhile, it was obvious they couldn't take her to a hospital.

Mikey was sitting in the lab, trying his best not to fiddle with all of the enticing stuff Donny had. After last time he knew better … kinda. A month had gone by since their mysterious guest had shown up, and Mikey knew that Don was worried she would never wake up. He walked over to the bed that she had been strapped to, hopefully to avoid the chance of more glass going flying. Brushing a clump of hair away from her face he muttered, "I wish you'd wake up and tell us who you are."

Her eyelids flickered. "Hey dudette, c'mon you know you want to wake up. We're all dying to hear your story." Mikey continued, encouraged. Her eyelids fluttered a little more, and slowly opened revealing copper colored eyes. "yeah that's it! Can you understand me? I know I look a little strange, but I promise I won't hurt you, none of us will."

"wha….who…where…." her voice was barely over a whisper.

"She doesn't seem to have a fever and she definitely is coherent."

"Of course I'm coherent, I'm right here, I speak English too you know. Just because I'm not a giant walking turtle."

"I think she's a match for you, Raph. Ow!"

"Mikey, you're asking for it." Raph glared at the youngest turtle.

"My sons, perhaps our guest would like to tell us her story." Splinter said dryly.

"You first, and while you're at it you can explain how the hell I got here."

"A long time ago…." Splinter began.

…and we have lived here ever since." Splinter finished with a sigh.

The four brothers watched their guest with varying degrees of curiosity and wariness while they waited for her to speak. She looked back and forth between the brothers and Splinter, "so why am I here?"

"I found you." Don whispered.

A now pointed ear swiveled towards him, "you what?"

"You were hurt and unconscious in the sewer. I honestly didn't think you would live. I brought you back here and we've all been taking care of you."

"My child," Splinter cut in, "you should know you are not the same as you were."

"Excuse me?"

Instead of responding, Leo handed her a mirror. She took it with a skeptical worried look. "What, am I horribly scarred or some…."

The look of horrified shock on her face struck a nerve in all of the brothers.

She sat there for what felt like an eternity staring at a face that was hers but not hers. What's going to happen to me? What already happened to me? What am I going to do? Her mind raced as tears started slipping down her cheeks. A green three fingered hand reached out and gently pulled the mirror away from her shocked stare. She looked up at the owner, "It's alright, you can stay here for as long as you like. We'll help you figure stuff out." Sympathetic brown eyes peered out from behind a red mask.

She scanned the faces of her rescuers, "I…I…my name…I'm Kori."

"Kori, my child, you've had quite a shock. You need rest, but I'm sure you need comfort as well. Would you like one of us to keep you company?"

"Thank you, but I just need some time to myself."

"We understand," Splinter stood and starting shooing his sons out, "we are but a shout away. Please let us know when you need something."

Kori watched as they shuffled out of the room and left the door cracked just a hair. She lifted the mirror to her face again and stared at herself as tears started slipping down her cheeks again.

A tap on the door startled Kori out of her storm of emotions. Hesitant brown eyes looked at her from behind a purple mask.

"I…I thought you might be getting hungry. I brought you some foods. You really should eat something; you've lost a lot of weight." Don hated interrupting Kori before she was ready, but he was worried about how thin she had gotten since joining them.

Kori opened her mouth to say she wasn't hungry when her stomach decided to speak for itself. "I….I guess I am." She said with a giggle.

"I didn't know what kind of food you liked, I brought a little bit of everything. We are a little limited in selection, but I hope there's something here you like." Don set the tray of food he'd brought with him on the table next to Kori's bed. "And if you're feeling like getting up, I really think you should. You'll wear our quicker than you think. It would be best to start building your endurance back up. I can leave you alone again if you'd like."

"No, I would like some company." Kori said with a weak smile. "Besides, one of you is a lot less intimidating. Could you tell me about you and your brothers while I eat?"

"Well, Splinter already told you the major stuff…" Don started.

"I meant more…day to day stuff. I can't go back…."

"Oh, ok. Well Leonardo, or Leo as we call him, is kind of the leader I guess. Raph calls him 'Fearless,' don't ask. He's usually the levelheaded one. He wears the blue mask. Raphael, wears the red mask. I guess you could call him the angsty one," Don chuckled, "but unless you want to see his temper, don't tell him I said so. Mikey, Michelangelo, wears the orange mask. He's the big little kid. If a prank is played it's probably him. He's the least likely one you'll see if you stayed holed up in here, he's not allowed, again, don't ask."

"And what about you?" Kori cocked her head. "I'm guessing the nerd by all this." She waved her hand around at all the equipment Don had in his lab.

"Well, yeah." Don looked a little embarrassed by her assessment. If turtles could blush he would be bright red Kori thought with a small grin. Her rescuers were turning out to be much more interesting than many of the people she'd been interacting with on a daily basis.

I wonder if she realizes how cat like she looks. She has the epitome of 'cat that got the canary look!' Don thought. "What about you? What happened? That is, if you don't mind me asking."

Kori looked down at hear hands sadly. "I…I'm really not too sure. I remember who I was. I mean, I remember likes, dislikes, where I went to college, where I worked and all that. But what happened to make me…make me like this," she motioned to her face, "I don't really remember."

"I'm sorry, really. Do you need to talk?"

"Not yet, please, I just don't think I've really taken it all in yet. I'm sorry."

"Don't be, take your time. Any of us are here whenever you need an ear." Don smiled encouragingly. "Well, figuratively. I can tell some stories about my brothers if you promise to eat something."

"Deal." Kori said and started picking through what Don brought her.

While she ate, Don tried to come up with the most interesting story about him and his brothers. He hoped if she was distracted she wouldn't dwell on what had happened to her. Also, he hoped she could see them as just different shaped people rather than 'freaks' and help her come to terms with her new appearance. Kori was a good audience, too. She was held totally captivated by Don's stories, gasped and giggled at all the appropriate times. Warming up to his audience, Don told more and more outrageous stories from encounters with the foot and Shredder to why Mikey was usually banned from his lab. Before long, the tray was empty and Kori was in laughing so hard she was crying at Don's story of when Mikey stole one of Don's gadgets and made it beep at odd intervals then hid it in Raph's room.

"Well, unless you'd like something else to eat, I'll let you get some rest." Don said, standing up.

"Oh! I didn't realize I ate that much." Kori stared in surprise at the empty tray.

"You have been out of it for awhile and lost quite a bit of weight from when you first got here." Don chuckled at her expression.

"I don't suppose, I mean, is there any way I could get a shower? I hate feeling grimy."

"Let me just make sure nobody else's using it. I'll be right back." Don said and slipped out the door.

Pushing the door closed behind him with his foot, Don took the empty tray to the kitchen. He turned around to find Splinter behind him. "My son, how is our guest?"

"She's doing better than I thought she would, Sensei. She ate more than I expected. I can't tell how she's dealing with her transformation, though. She doesn't remember what happened to her."

"I suspected as much, she seems very disoriented. Just be a friend for her when she needs it."

"Hai. Sensei, how am I to change her back if I don't even know what happened to her in the first place?"

"My son, even if you knew, you may not be able to do anything. Do not worry about such things, if it is meant to be, it will come to pass."

"Thank you, Sensei. Kori was asking if she could get a shower, I don't suppose you could…"

"Contain Michelangelo's curiosity?" Splinter said with a chuckle. "Of course, just give me a few minutes to get him distracted."

"Come on, I can show you where the bathroom is." Don said, offering Kori his arm. Taking the giant turtle's arm, Kori was grateful to be standing again. Even though she had just woken up, it felt like she had been in bed, well, for weeks. Don led her slowly out of the lab into what looked like a living room. He kept looking around like he was expecting something to jump out at them.

"Is it really that dangerous to walk around here?"

"Well, not usually. It's just Mikey. Mikey and curiosity do not go well together."

"Ah."

Don led Kori up the stairs and past a few rooms with closed doors. He opened one that proved to be the bathroom. "There are clean towels under the sink and some fresh clothes by the sink. I'm sorry they don't match, we really don't bother very often."

"If they're clean, I really don't care what they look like." Kori answered truthfully.

"Help yourself to anything you need, I'll be downstairs."

What is it about a hot shower that makes everything seem better? Kori thought as she toweled off her now short blonde hair. Finding out she had a tail now had come as a bit of a surprise, but not as much as seeing a small pile of short golden-brown hair clogging the drain. Eww! I shed now? Had been her first thought. She was a little disappointed to find there wasn't any sort of hair gel. I guess they don't really have any use for it…

A loud banging on the door made Kori jump. "Jesus Mikey, leave some hot water for the rest of us!" came from behind the door.

Kori poked her head out the door. "I'm s…sorry, I'm just about done." She stammered.

"Ah shit, I'm sorry. I didn't realize you were up and around yet." Raph looked embarrassed. "I'm in no rush; I just thought you were Mikey." The now self-conscious turtle spun around and stalked off down the hall. "DON!"

"Kori giggled to herself, she had a feeling Don would be getting a word about warning his brothers.