Donnie could practically fit his fist into his own mouth his yawn had gotten so wide. This was the third night in a row he was burning the midnight oil, trying to get to some kind of breakthrough on the latest updates to the lair security system. The cameras had been glitching for over three weeks, and Donnie had torn apart every single one of them to get at the problem.

Frustrated he leaned back in his chair, covering his eyes with one olive green arm, the other dangling, still holding the soldering gun loosely. Why couldn't he figure this out? He checked the wiring a hundred times for any loose circuitry and come up empty. He deconstructed each microchip looking for burnt out parts and still nothing. He had even ventured out into the tunnels, to see if rats and other sewer dwellers might have tripped up the cables running to the lair, but everything checked out. Sighing heavily the purple turtle found himself in the very rare situation of not knowing what to do

Maybe I should just trash the whole system. The purple banded turtle thought. Start from scratch.

It took less than a second for Don to violently shake his head. Start from scratch...what was he, nuts?! The system took him years to build and the best his mind could come up with was "start from scratch?" Defeated, Don got to his feet. He had gone three days with less than 6 hours of sleep. Maybe it would be a good idea to rest for a bit. Obviously his brain wasn't up for difficult tasks at the moment and needed to recharge. Blearily, he rubbed his eyes and set his alarm for two hours. Curling into his daybed, Don was asleep before his head had even hit the pillow.

…

Don shivered under the thin sheet. How had it gotten so cold? Slowly he opened his eyes, blinking slowly so they could adjust to the blackness of his lab. He tried to roll over onto his side, but found a great weight settled over him, pressing down like a blanket of lead. Frowning, Don attempted to sit up, feeling a strange stretching and pulling in his limbs, only to realize he was not alone.

Standing mere inches from his bedside, a lone woman stood, staring down at him darkly.

Her skeletal face was gaunt with sunken cheeks, the mouth hanging slack revealing a black cavernous emptiness. Her skin lay taut over the boney face as if invisible hands pulled at it. But it was her eyes that made Don's heart twist in fear. Lidless, the round eyes held deep black pupils void of all color and emotion.

Don felt is throat close shut, barely able to take short gasps of air. Each breath felt like he was inhaling ice, sending a sharp pain through his chest.

Slowly the woman tilted her head, the vacant black eyes never breaking from Donnie's face, hungrily staring. Don felt a shiver rip through him as he tried to open his mouth to speak. But much to his rising panic, no sound made it past his lips. She watched him struggle to move, her head tilted to the side. Slowly she raised a finger to her lips gesturing for silence, leaning down to hover over the immobile turtle.

Who was this woman?! Desperately trying to move, Donnie could finally feel his arms begin to twitch soon followed by his legs. The woman slowly lowered her hand, still leaning menacingly above him. Icy tendrils crept into Don's chest.

"WHO ARE YOU?" Donnie demanded as his voice finally obeyed him. Scrambling from the daybed, he fumbled for the light switch. But when he turned back, the gaunt woman was gone. Trembling hard, Donnie tried to stand only to have his knees buckle beneath him. The the menacing aura of the woman still clung to silence of his lab.

…

Donnie couldn't get back to sleep that night. His usually calm and logical mind was thrown into chaos after his unexplained vision. He scoured his room for any hints as to who his mystery guest might have been, and yet, after copious hours of searching, he found nothing. Not even a smudge of dirt. Growing more agitated Donnie turned to his computer. If observation wasn't going to yield results, then research would. Diving onto his keyboard, Don's fingers flew across the keys.

Why couldn't he move last night? What had rendered him speechless? He was in perfect control of his body this morning, even performing a few katas to test his muscles. A frown drawing across his gentle face, a thought came to him. Maybe his problem wasn't purely physiological. He had heard of people hallucinating when they didn't have enough sleep, and he'd been really terrible about getting some the last few nights.

After further investigation, Donnie became more convinced that his unsettling apparition had been caused by his horrible sleeping habits. But what about his inability to move? Perusing the Internet, an article caught his eye. Sleep paralysis.

As he read through the study, his eyes lit up. Yes. Everything fit perfectly. Eagerly he read on.

Sleep paralysis occurs when the body is in the transitional state between waking and sleeping. The theory is that sleep paralysis is the dysfunctional overlap of REM sleep and waking stages of sleep. Chemicals in the body create muscle relaxation, or atonia, which is responsible for preventing muscles from acting out dreams and prevents the victim form moving, despite their mind being "awake." Often they are accompanied by "visions," feelings of terror, or of being watched by malevolent supernatural beings. Those who can accept that these visions and apparitions are nothing more than psychological responses to this phenomenon are able to recover from these encounters faster and have less reoccurring episodes. There is no known cure for this ailment, but it is widely theorized that sleep paralysis is exacerbated by poor sleep schedules, and stress.

Donnie could feel the tension he had been carrying in his shoulders lessen. Here was his answer. His terrifying vision was nothing more than a physiological and psychological lack of sleep.

"Donnie! Come on it's time to get up!" Leo's voice nearly made Donnie jump out of his shell. Was it really morning already? Glancing at his clock, the glaring numbers confirmed his fear, as he dragged himself towards his lab door. It was going to be a long day.

…

Donnie could barely keep his eyes open by the time dinner rolled around. Thankfully, Leo had cancelled their patrol that evening, as a raging storm made the rooftops unsafe with freezing rain. That, and Leo didn't like the look of the dark circles under Donnie's eyes. Warily he watched the purple turtle, who had literally just dozed off mid-bite into his pizza. Shaking his head, Leo got up from the table and began to guide his younger brother back to his room for some much needed sleep.

Donnie could feel Leo's firm but gentle grasp on his arm as he led him down the hallway towards his room. Shaking his head Donnie pointed to his lab.

"No way Don. You are going to sleep tonight," Leo said.

"M'not gonna work," Donnie mumbled. And truthfully he wasn't going to. He just found he slept better in his lab than his own room.

Leo looked at Don, trying to gauge if he was telling the truth or not. As Don tried to swallow a huge yawn, Leo decided Donnie probably wouldn't be able to keep his eyes open to work even if he wanted to. Sighing he turned into Don's lab, gently laying the younger turtle on the daybed. Grabbing a few extra blankets, Leo lay them over Don. Soft snores were already coming from the purple banded terrapin. Smiling, Leo turned off the light, closing the lab door behind him.

…

3:21 am

Donnie woke to a crushing feeling on his chest. Eyes flying open, the purple turtle could see nothing but darkness. But he knew. She was there. His limbs felt weak, unable to lift themselves from the mattress, and the feeling of terror was growing in his chest as his mind struggled to gain mastery over the situation.

This in nothing but my imagination! Donnie internally screamed. None of this is real!

Suddenly, he felt something pressing against his face, as if someone was trying to smother him. Eyes wide with terror, he choked against the invisible material. As his eyes adjusted to the dark, he found her hovering over him, her gaze staring vacantly at him as once again, she drew her finger to her lips. Don's lungs began to burn, and tears formed at the corners of his eyes. Angrily he fought against the choking sensation. Why couldn't she just leave him alone?

"I-I'm trying t-to sleep!" he croaked.

The change in the woman's face was immediate. Her unblinking eyes grew huge and round as her slack mouth widened into a gaping silent scream. The crushing sensation Don felt increased until he was sure his plastron was going to break. Don could feel his grip on reality starting to fade as he let out a bloodcurdling scream, unable to fight back.

Within seconds Leo came bounding into Don's lab switching on the light. Hurriedly he ran over to his brother who was curled on his side trembling under the blankets. Stroking Don's head, Leo tried to comfort his younger brother.

"What happened Don?" he asked softly. He had never seen Donnie so shaken up.

"She keeps coming back," Don whispered. "I'm just trying to sleep. Why won't this stop?"

Leo frowned at him. "Who keeps coming back Don?"

Don's watery eyes locked on Leo, finally regaining a sense of calm. Taking a shuddering breath, Don told Leo what happened and what he had found out online. Leo sat silently; taking in the information Don was telling him. Finally with a nod, he sat himself on the edge of the daybed, pulling Donnie into a hug.

"Don't worry Donnie," he said. "None of this is real. I won't let anything happen to you."

Don looked up gratefully at his older brother. It was times like these the Leo truly shone. Burying his face in Leo's shoulder, Don let the blue banded turtle gently rock him until he finally found a peaceful sleep. Gently Leo laid Don back against his pillow, frowning slightly at the pale complexion of the olive green turtle. He would have to keep an eye on his younger brother. Quietly, he stood, once again shutting off the light and returned to his own room.

…

It had been nearly a week, and Leo could tell that Don was still struggling with his "visions." Several times he caught the purple ninja just about to doze off and snapping himself awake. The dark circles under his eyes became more and more pronounced, giving Don a sickly and gaunt look. Leo checked on his brother several times over the past few nights and had always found Don fast asleep. Leo had offered to let Don sleep in his room, but he always staunchly refused, saying that he was going to beat this once and for all.

But as yet another day wore on, Leo couldn't help but feel that Don for once was in over his head. While his logical mind was strong, and could scientifically put these experiences into perspective, his spirit was ill equipped to deal with the constant onslaught from this "being" who plagued him.

It had gotten so bad that Leo had forbidden Don from joining the evening patrol and had demanded that Donnie try and get some rest. As he, Raph and Mikey had made their way to the surface; Don slowly trudged back to the lair, exhaustion written clearly across his face.

Don shivered as he began to get ready for bed. It was all he wanted. Just one night of restful sleep. He began to walk towards his lab, but paused. His body tensed up as he stood next to the door, shying away from the dark and terrifying memories that lay inside. Shuddering, Don made his way to his room, gently easing himself onto the mostly unused mattress. Grabbing the comforter, he wrapped himself in the material falling into a fitful sleep.

2:11 am

Don slowly felt himself wake to the sound of breathing. It wasn't loud; but soft and light like that of a child. But the feeling of dread was all too familiar. Whimpering his eyes roved around the room, trying to find the cold black stare he knew were watching him. A small movement at the end of his bed brought his frantic gaze to a halt. A little girl stood at the foot of his bed, her face an expressionless mask, with wide black eyes staring coldly at him.

Don tried to pull his legs away from the girl, knowing they wouldn't listen to him. The girl slowly brought her finger to her lips, her lidless eyes boring into Donnie's. He felt ropes of ice climb up his body, numbing him to all but the hammering of his heart in his chest. An invisible hand found his throat, and again, Donnie found himself gasping for air. Looking down at the girl, he was terrified to see a small smile on her face.

"I'm going to live your life now..."

Donnie screamed.

….

Leo was exhausted. He had been waiting all night for Mikey and Raph to get back from their "bro night" with Casey, and Donnie was still having trouble sleeping. Leaning back into the couch, Leo rubbed his eyes. All he wanted to do was try and sleep, but his leaders instincts were fighting him every step of the way. Leo rested his head on the back of the sofa looking at the ceiling.

The lights were out except for the glow of the TV. The nightly news was playing softly but Leo wasn't paying attention. He was just so tired. His half-lidded gaze slowly dropped as his chin rested on his chest. Finally, his breathing evened out as he drifted to sleep.

…

Mikey laughed as Raph tried again to catch him on their run back to the lair. They had both had a bit to drink and were working off the alcohol in their systems before they got back to the lair. The last thing they needed was for Leo to get on their shells about drinking while topside. In all honesty Mikey's buzz had long since burnt off, but he wasn't taking any chances.

Faster and faster they raced through the tunnels, each yelling insults at the other. Raph had nearly caught Mikey as they burst into the lair. Still laughing, the two brightly banded brothers walked into the darkened lair. The glow of the TVs told them Leo had waited up for them again. What surprised them was seeing Leo fast asleep on the couch with Donnie silently standing behind him. They both knew their purple brother had trouble sleeping lately, and probably wanted to come to the blue leader for comfort.

"Hey Donnie," Raph said. "What are ya-"

Slowly Donnie turned, his head tilted to the side. He fixed his black eyes on the two turtles before silently bringing a finger to his lips.

"Leo's trying to sleep."