A/N: TURTLES MOVIE COMES OUT TODAY AND I'M PUMPED. What better way to celebrate turtles than to post turtle fanfic? Here's an updated version of a story I started in 2012 and am now finishing! Woohoo!

This is set in season 1 of the 2003 show, (usually) in between episodes.

Sakura sat in silence with the rest of her Foot unit as they watched these so-called turtle creatures run across the nearby rooftops. She had encountered them just a week ago and they had been fearsome opponents indeed. They stopped suddenly and as the blue and red-banded turtles seemed to be discussing something the orange-banded one said something that suddenly had the purple-banded one laughing. The young kunoichi cocked her head to the side curiously. There was something about them…

Out of the corner of Sakura's eye she saw her squad leader, Amane, raise her hand and wave it forward to attack. There wasn't much to this mission other than find the turtles and battle them to assess their skill level so that Amane could report back to the Shredder.

In seconds chaos was unleashed as the Foot descended upon the turtles. As usual they fought back just as fierce as the Foot, but it wasn't long before Sakura was standing over the orange-banded turtle. She raised her kusarigama and suddenly froze. Time seemed to stop as her eyes met bright blue eyes staring back at her in confusion and slight fear. Sakura found that she couldn't bring the final blow down as she had been trained all her life. His eyes spoke volumes of the innocence he possessed. He was a child, much like she was, thrown into something that seemed to be bigger than both of them.

In her moment of hesitation, Sakura was roughly kicked to the side her weapon flying from her fingertips. Her head smashed into the wall with a violent crack and she fell to the ground dazed. As she leaned up on her elbows her hood fell back and stormy green eyes met the dangerous golden eyes behind the red mask.

"Don't touch my brotha." He warned.

Sakura looked from him to the orange-banded turtle still sitting on his shell looking at her with shocked curiosity in his blue eyes.

Red walked back over to his brother, "C'mon." He said helping him to his feet before they were gone in the shadows with the others.

The rooftop was quiet for a moment, with the stillness that came after battle. Sakura gave a heavy sigh as her head began to pound violently, there was no doubt she had a concussion, she could feel the blood running down the side of her face.

"SAKURA!"

The girl's eyes widened at the yell, she'd almost forgot about Amane. The Elite Kunoichi had watched the entire battle. She'd seen her hesitation, and now Sakura was going to pay.

Amane was stalking towards the girl, her kusarigama in her hand. Sakura got to her feet as quickly as her concussed brain would allow and tried to dart off in the other direction. She didn't get far when the weighted end of the chain hit the small of her back sending Sakura straight into the ground.

"Leave us," Sakura heard Amane command as she lay on the ground trying to regain her breath.

Once the Foot were all gone, Amane walked forward and grabbed Sakura's braid and yanked her into an upright position close to her face. "Now tell me, child, why did you hesitate?"

"I do not think you would appreciate the answer," Sakura spat.

Amane let go of the braid pushing the girl back down to the ground. She pulled her mask down and gave a smirk. "I think it's time you had another lesson in hesitation. Prepare to spar."

Sakura stood up shakily but defiantly, pulling down her own mask and flicking her bangs out of the way. Before she was ready Amane was already swinging her leg towards her, catching her in the side where Red had kicked her earlier, knocking the wind out of the girl. Despite the pain she held on to Amane's leg tightly trying to make her lose balance. However, Sakura underestimated the master Elite who then flipped around and brought her other leg to connect with the girl's face. Sakura let go and stumbled back as Amane landed. Rubbing her bruised face, Sakura spat out blood and went on the offensive.

Amane dodged the first attack to her face but was momentarily caught off guard by an amateur punch to the stomach. As she doubled over Sakura turned to run again, but was once again hit with the weighted kusarigama chain that sent her tumbling to the ground stunned and unable to move.

Amane approached the girl throwing the kusarigama to the side carelessly. Grabbing Sakura's braid she again yanked the girl close to her face forcing her to look at her stormy green eyes to cold, unfeeling green eyes.

"Now, dearest daughter, why did you hesitate?"

Unable to do much else Sakura stopped fighting and slumped in exhaustion.

"Hey guys, I think I left something at April's! I'll catch up with you at home." Michelangelo called to his brothers, as they were getting climbing down the manhole close to their lair.

Leonardo looked hesitant to let Mikey go by himself after the recent battle with the ninjas they had been running into recently. "I don't know, Mikey…"

"C'mon, Leo, I'll be fiiine. April doesn't live that far away." Mikey pleaded.

After a moment of consideration Leo relented, though, still reluctantly. "Well, okay, Mikey, just be careful and hurry back."

"You got it, bro!" Mikey replied cheerfully as Leo slid the cover back into place.

As soon as Mikey was sure his brothers were gone he retraced his steps back to their most recent battle. He wasn't sure why he was doing this or what he was even hoping to find… but there was something about that kunoichi and just the whole fight that struck him oddly. There was something wrong about the whole thing- granted- ninjas coming out of nowhere to attack them on a perfectly good night was just wrong, but this was a different kind of… wrong.

Mikey stopped his thoughts as he arrived at the most recent battleground, just a normal rooftop on the edge of a shopping district. However, something again was off, the ninjas were still there. That was odd, they normally left right away. Mikey stuck to the shadows to watch and realized that maybe he was wrong.

There were only two of the ninjas still present. A woman and a girl, kunoichis, masks off and fighting each other. Mikey winced as he watched the woman deliver a powerful kick to the girl's face that sent her stumbling backwards. He continued to watch them and wondered why they were fighting in the first place. In his mind Mikey heard Raphael's voice "Dis is great! We'll just let 'em kill each ohta off!"

The girl landed a good punch to the woman's gut and as she doubled over the girl turned and began to run towards Mikey's hiding place. She didn't seem to see him though as her eyes were dazed. Mikey's own eyes widened as he realized it was the kunoichi that had cornered him earlier that night. Mikey nearly reached out to the girl as he saw the woman behind her straighten back up and pull out a kusarigama, which she skillfully began to maneuver. The poor girl was never going to make it.

Mikey winced as he heard the kusarigama weight nail the girl in the back. She stumbled for a second before she went tumbling straight into the ground, curling up on herself in pain. Looking from the girl to the woman Mikey was sickened by the smile he saw as the woman threw the kusarigama to the side and walked towards the girl. She grabbed the girl's braid and lifted her head close to her face, the girl struggled weakly against her.

"Now, dearest daughter, why did you hesitate?"

What?! Mikey's mind screamed. Daughter? What kind of parent would do this to their kid?

The girl seemed to slump tiredly.

Mikey watched horrified as "mother dearest" tossed the girl to the side.

"Why did you hesitate again?!" She questioned venomously. "This is the second time you've had a perfect shot at one of the turtle creatures. You could have easily been rid of him! Along with the purple-banded one last week, and yet you hesitated. You've cost us the chance to get rid of two of the creatures! WHY?"

The girl was silent.

The woman stared down at the girl with a stone cold gaze. "Why do you continually disobey me? Your own mother?"

Suddenly the girl looked up at her with her own venomous gaze. "You have never been my mother."

The rooftop was silent.

"Report in to Masao, Monday night at nine. I am through with you for now." 'Mother' turned and walked away suddenly gone in an instant.

The rooftop stayed silent as Mikey turned back to look at the girl still slumped over on the roof. He felt a pang of sadness as he watched a single tear leak out of her eye.

"What did I ever do to deserve this?" Mikey nearly jumped out of his shell as he realized the girl was talking to herself.

"I dunno, Dudette, did you do something bad in a past life?" It had come tumbling out of his mouth before he realized he was thinking out loud. Mikey slapped a hand over his mouth. Craaaaaap. Leo and Raph would surely kill him if they ever found out he'd blown his cover like that.

The girl shot up and in seconds was in a defensive position. "Who is there?!" She swayed for a moment before she gasped and fell to her knees holding onto her side.

"Whoa! Are you okay there?" Mikey asked before he could stop himself. What was he doing!? Talking to the enemy like this? Mikey didn't need his brothers to tell him he was an insane shell-fer-brains. Yet at the same time there was something different about this girl, and after all she hadn't killed him or Donnie so that was good right?

Mikey jumped down from his perch and in doing so stepped away from the shadows. As he did so the girl's eyes widened and she nearly screamed. She did, however, scramble backwards as fast as she could.

"No, wait! I swear I never wanted to fight you! I am forced to do it!" She was panicking, her eyes wide in pain and fear. Her eyes closed and she held her hand up in a weak attempt at defense.

"You're forced to fight?" Mikey questioned staying where he was as to not scare her further. After a few moments the girl opened her eyes again and stared at him. Slowly in attempt to achieve equal footing she braced herself on the wall behind her to stand up.

"Are you okay?" Mikey asked as she slowly stood up. His concern really was genuine.

The girl stared back at him as if she was studying him for a moment before she answered. "I… I think… No. No I am not." She sighed. "What do you care, we are enemies are we not?"

"Well I donno." Mikey shrugged, "You seem different than the others."

The girl let out a bitter laugh, "Yes, I guess I could be considered different."

For lack of anything else to say Mikey went for the obvious question at hand. "So why did you hesitate? I mean, why not kill me or my brother?"

The girl gave him another inquisitive look. "Why? Because I did not want to, it… it was not right. It is not right. When I looked at you I realized that you were no monster, or… creature. As I watched you with your…brothers… I realized that, you are just like me. Just a child, forced into something we cannot comprehend." The girl slumped back down to the ground leaning against the wall for support.

Just a child, forced into something we can't comprehend.

"How old are you?" Mikey asked sitting down next to the girl but not letting his guard down completely. What was he doing? Leo and Raph would definitely kill him if they found out about this.

"Fifteen," the girl mumbled. Her eyes had slipped shut and noticing all the congealed blood on her forehead it would be a very bad thing for her to fall asleep.

"I'm Michelangelo, by the way." Mikey said in an attempt to keep her awake.

"Sakura." She replied quietly.

"That's pretty, it means 'cherry blossom' doesn't?" Mikey asked.

"Mhmm."

"So, Sakura, how are you going to get home?" Mikey asked awkwardly.

"Mmmm. I do not live to far from here, I can make it."

"I hate to break it to you, Kura." Oh great, now he was already using a nickname. "But you can barely stand let alone make it home."

She was quiet, knowing he was right.

"Want to-. I mean, I guess… You know I could take you home." What in the shell was he thinking? He just offered an enemy kunoichi a piggyback ride home! Yeup, tonight was going so far back into the recesses of his mind that not even Master Splinter would be able to find it.

Sakura was quiet for a moment. "I-. Very well." Mikey could hear the suspicion in her voice.

"I promise that I will take you straight home, no funny business. Turtle's honor." Mikey said. He put on his most charming smile and looked down at the girl. "Can you trust me, Sakura?" He asked reaching out his hand.

After another moment of being stared at (she seemed to do that a lot). She finally answered.

"I can."

To be honest, Mikey was surprised with her quick answer. He would have thought that she would have been harder to convince. She reached her hand up and he grasped it and pulled her into his arms with ease. Though he wasn't much taller or bigger than her, she was still small and easy to hold. She let out a small hiss as the pain tugged at her side.

"You okay, dudette?" Mikey asked.

"Yes," she breathed out harshly.

"Okay then, which way?" Mikey asked ready to go.

"Wait! My kusarigama! I need it." Sakura pleaded.

Mikey was a little iffy about rearming someone who was still officially an enemy.

"I will let you hold it! Please, it belonged to my grandfather and it is the only thing I have left of him."

Mikey seemed to think about it for only a second before he agreed. "Okay."

Sakura sighed in relief as Mikey walked over to where her favored weapon lay. He set her down gently before picking up the weapon, wrapping up the chain, and sticking it in his belt.

"Oh my brothers would definitely kill me if they saw this." Mikey said, picking Sakura up.

"You and me both, Michelangelo." Sakura said.

"Okay, dudette, which way?" He asked.

"North four blocks and then west about two." She answered.

Mikey grinned down at her. "I'd hold on if I were you."

Sakura took his advice to heart as she wrapped her arms around his neck right before he took off running. It was odd feeling. The air whipped past her face quickly as Mikey leapt from rooftop to rooftop. This was something she'd done countless times, but never did she have to trust someone to do it for her.

Especially someone she barely knew and was suppose to be her enemy. Yet, who wasn't her enemy at this point?

"This one?" Mikey asked as they reached their destination.

Sakura nodded and Mikey set her down on her feet helping her keep her balance. Once he was sure she was steady he let go.

They stood there awkwardly unsure of what to say.

Mikey held out the kusarigama, "Here you go."

"Thank you." Sakura replied, drawing the weapon close to her chest and decidedly looking everywhere but Michelangelo.

"Yeah, no problem." He started to turn, "Uh, I should probably go."

"Uh, yes, me too." Sakura said, turning her own way.

"Oh! Sakura, also, you know… Thanks for not killing me. Or my brother for that matter."

"…You are welcome." She replied finally looking back at him.

"Well, see you around." Mikey said with a quick smile, before he turned fully and disappeared into the night.

"Yes, see you around," Sakura said quietly.

As they went their separate ways, Michelangelo and Sakura had the same thought. Maybe, if the circumstances had been different… maybe they could have been friends.

shanks friends! leave me a review? :)