20 years earlier...

Shanath coughed, pain lancing through his gut and he tasted blood. The moment the trio left his gaze slid down to where his son was crouched beside him, small hands gripping his red ball tightly and his golden eyes gazing up at him in pain.

"...Raphael."

The small turtle shifted nearer, letting his favorite ball go and searching the pouch he kept his Magnus in. Shanath grabbed his hand and pulled it away, gripping it tightly even as he looked back at him.

"They...won't help...it's too late."

Raphael's lower lip quivered at this and Shanath pulled him closer, offering whatever comfort he could. Five was far too young to witness this, but he knew his son wouldn't leave his side even if he told him too. Raphael had been a stubborn child, always getting into trouble. During his mission to promachinate the veinroots of the Celestial Tree, the little turtle had scaled the tree during his absence. Shanath had returned where he'd left him to find his son being carried by one of the Keepers, who'd told him she'd found the little one at the top. Something had happened up there, something important, but the Keeper had remained tight lipped about it.

Shanath pulled out a strip of red cloth and pressed the fabric to Raphael's hands. Small fingers curled tightly around it, looking at it curiously before glancing back up at him. Raphael had always preferred silence and very rarely spoke to anyone, even his own father. Regardless he was an open book, his emotions and thoughts glaringly obvious in his behavior.

"Raphael...I need you...to lis-" Shanath coughed again, putting his hand over his mouth in a vain attempt to keep from coughing up blood. "T-That cloth...there will be others...like you." Shanath wanted to kick himself for not telling him sooner, this was a terrible time to try and explain but he had to try.

Raphael glanced at the cloth in his hands before looking back at him, eyes raking across his body before staring transfixed at the wound.

Shanath reached out with a shaking hand and tipped Raphael's chin up so he was looking at him again, breaking his focus on the blood blossoming across his stomach. "Don't look at it...just me." When Raphael gave a small nod, eyes shinning with unshed tears and he thumbed his cheek. "Three of them...with...different colors."

Raphael gave a nod to show he understood, clutching the cloth tightly. Shanath leaned his head back until it touched the wall he was sitting against, taking a few deep breaths as he did.

"Your wings...show them to me...one last time?" He gasped, looking at him again once the fresh waves of pain passed.

Raphael brought up his hands, clasping them over his chest as he lowered his head and closed his eyes. For a few moments nothing happened, and Shanath watched Raphael's eye ridges knit in renewed concentration. A soft, green shimmer appeared at his back and spread wide as it began to fade. Translucent red and green feathers replaced the glow, spread into the fan-shape of a peacock. Only the royal family of Alfard had wings like those, and only they could pass them to someone not of royal blood. Before Shanath had fused his Machina Arma to his nervous system he'd done so, passing down his wings to him so that his legacy would endure through him. They weren't fully developed yet, as was often the case with children. Regardless they were stunningly beautiful for someone so young, even for wings from the royal lineage.

"Thank you." Shanath whispered as the wings faded, giving him a weak smile.

Raphael moved closer, pressing against his side as he buried his face into his vest. Shanath didn't miss how he shook and he gently wrapped his arm around his shell, holding him as tightly as his rapidly draining strength would permit. He leaned down, ignoring the stabs of pain the movement caused to softly kiss the top of his head.

"I love you."

Raphael leaned up on his toes, nuzzling his beard affectionately as he'd always done. "Love you, Daddy."

Shanath swallowed past the lump in his throat, placing a hand over Raphael's heart. "I'll always...be with you. Never forget."

A small whimper escaped the little turtle as he buried his face in his father's vest again. Shanath did his best to comfort him, even as it became harder for him to keep his eyes open. He'd done terrible things, but at that moment his only regret would be that he'd never be there to watch over his son as he grew up. All he could do now was wish that the other turtles he'd been told about would do what they could to help him and keep him safe and most importantly of all, love him. Those were his last thoughts as his eyes closed one last time, his breathing growing more shallow. Raphael felt his father's arm slip off his shell, dropping to the ground with a dull thud.

He looked up at his father, grabbing a fistful of his vest and shaking him a little. "Daddy?" When he received no response he climbed into his lap, holding his father's face in his hands. "Daddy?" He called again, voice breaking. Eventually he gave up and curled in his father's lap, resting his head against his chest to listen for a heartbeat he already knew he'd never hear again.

That was how the guards tasked with evacuating their section of the floating fortress found him an hour later. The woman knelt beside Shanath and checked him over before turning to the other and shaking her head. The other pulled Raphael away from his father, worried at the lack of a struggle. Both had served with Shanath and knew how emotionally attached his little turtle was. They called his name a few times but all they got for the effort was the same blank stare, as if he'd just sort of shutdown. Knowing they were running out of time they bolted from the room just as another explosion shook the fortress and the guard carrying Raphael stumbled as it tilted dangerously but kept his footing. They made it to their ship and sat Raphael on one of the medical cots, trying once again to rouse him from his stupor. When he remained unresponsive the woman fetched a warm blanket from the heating unit and all but cocooned him in it.

"Get us out of here." He barked as he scooped the shivering turtle in his arms, sitting on the cot as he hummed softly.

The least they could do for their late Commander was comfort his son and find him a nice, quiet place to recover from his ordeal.

"Where to, Sir?"

"Mintaka, Master Shanath often left him in Geldoblame's care when his missions were too dangerous. He'll care for him in his stead."

She nodded and rushed to her seat, not bothering to buckle herself in as she got the engines fired up, tearing away from the the fortress as quickly as the ship would allow. Both watched on the vid screen as another explosion shook Tarazed one last time and the flying fortress teetered dangerously before beginning it's fall from the sky until it disappeared below the Taintclouds; never to be seen again.