It was the nights where everything seemed so loud, so amplified, that Donatello found himself staring at the ceiling of his underground home for hours on end. It was morbidly ironic as the sound of distant trains and rattling pipes had always lulled him to sleep when he was younger. Now he needed silence, or as close as he could get to silence anyway. He could not remember the last time he'd heard the city of New York completely quiet and if he ever did his nerves would be high strung with the paranoia that would surly come from such a change.

His brothers always told him that he needed to get more sleep or he would run himself in to the ground with exhaustion. Everyday they told Donnie how tired he looked, or how big the bags under his eyes were. They ask him if he had been to bed, and he lied, telling them that he was either on his way or far to busy to even think about sleeping. He didn't like lying to his brothers, especially not to Mikey when he asked him about how he had practically fallen asleep in the cereal he had been eating or how he never paid attention to whatever he was trying to tell him about. So Donatello got a bit spacey when he was tired, didn't everyone?

No, He hated lying to his brothers. All lies ever caused were confusion and hurt feelings, and Donatello was never proud to be the cause of either of those things. More than anything though, he hated worrying the others over something that was completely out of their control. It just wasn't worth it. It wasn't their problem, and it certainly wasn't their fault so there was no reason to burden them with his issues. He knew he would be able to pass it off as long nights in his lab for as long as he needed to, and that is exactly what he intended to do.

That's why for the past 5 or so weeks he had spent the nights staring at the walls or ceiling in his room, counting the number of times that he had begun to drift off to sleep only to be awoken by a loud pop or clear hiss of a sewer pipe. They happened every few minutes or so, so the number of times was near endless. Most nights he ended up forcing himself out of bed and in to his lab to work on whatever project he had laying around. At least that way he could ease his conciounce and tell himself that he was in fact not lying to his brothers.

It was a distraction and he knew it. He didn't even bother trying to tell himself otherwise. He was simply putting his mind at ease by keeping it busy, refusing to let himself think about whatever thoughts slipped in to his mind. He piled whatever work he could on to himself, he didn't give himself time to think.

He was only putting off the inevitable though. He would have to sleep at some point and if he didn't give in willingly to rest, his body would no doubt shut down, and at the worst of times. It's not even as if he wasn't trying to sleep. He wanted to so badly, almost wanted to cry at how tired he was, but nobody would have ever guessed that just by looking at him. His facade was perfect and he was not about to give up anytime soon. He wanted to be sure he wouldn't be haunted by the memories that plagued his mind in what little sleep he was getting.

Tonight was no different. Donatello was laid out as flat on his back as he could with his shell, staring up at nothing in particular and putting one of the many focusing techniques that Master Splinter had taught him and his brothers over the years to use. He was constantly stretching, trying to relax his muscles but nothing worked. His entire body was exhausted and physically ached with fatigue. Dreamless sleep, any amount really, would have been a blessing but he knew that he was cursed to lay there for hours, or face terrors beyond what he was willing to handle, so instead he got up.

The lair was silent at this time. The others were long gone, asleep in their rooms and leaving Donatello free roam of their home. It was quiet out here in their makeshift living room, or as quiet as the sewers under New York City got. It was also dark, but that was hardly a problem for a ninja. He could see just fine as he slowly made his way down from his room to his lab. Maybe in the comfort of machinery and technology he could put his mind to rest for a while.

Donatello's legs seemed heavy and sluggish. They were sore and every step hurt a bit, but he knew he was just tired and his body was screaming at him to sleep and give it the much rest it needed. He pushed it to the back of his mind though and made his way in to his laboratory. He hadn't made any plans as to what he would be working on tonight; it wasn't as if he had some big project that needed working on. Days like this where he had nothing that needed his attention were the worst. They went by so slowly. Sure he had plenty of unfinished devices laying around that he could work on, but they were unfinished for a reason. They had lost his interest, or were simply made irrelivent by something else.

He flicked the lights on in his lab, looking over the dusty room and sighed deeply. Where to begin, what to do? Was there anything that his brothers had recently asked him to fix? No, there wasn't. Everything in the lair was in working condition do to Donnie's recent burst of insomnia. Every night that he had been a awake and not had a major project to work on, he had fixed things that his brothers had broken in one of their arguments, or simply made additions to things that had been requested of him for their amusement. He couldn't count how many upgrades the shell-cycle had gotten in just the last week. Raphael was ecstatic about it, and seeing his face light up when he took it out for a test ride made all the hard work worth while. Never once did Raph ask where Donatello had found the time to make all of these upgrades a possibility though.

Donatello stumbled over to his desk, yawning and clearing the papers he had been looking over earlier that day off of his desk for safe keeping. This was a stupid idea really, He could easily fade out of consciousness and hurt himself if he tried to work on anything to dangerous while he was this exhausted. He didn't want to risk loosing any progress he had on the various research projects that he had. He could hurt himself as well, but that hardly registered in his mind. It happened sometimes, even when he was wide awake. Not that big a deal really.

Donatello was organized. Very organized in the strangest ways. Everything had a place, and everything was in its place; just the places didn't always make sense to everyone else who looked around his lab. To anyone else who came in, they would have thought that he was a mess and simply tossed things where ever they would fit. If Donatello asked them to get something for him, it required quite a bit of instruction, and it would have likely been easier for Donatello to simply get the needed item for himself. At times he even stacked things such as papers and documents on the floor of his lab, at least until he acquired more storage area that he could put them somewhere safer. It was times like then when he disallowed his brothers from entering his lab. People like Michaelangelo could easily trip over them with his ignorance, and he didn't put it past Raphael to topple the piles over just to spite him. Donatello loved his brothers, but they weren't always the most trustworthy people in the world.

Little trinkets and various broken remotes were scattered on Donatello's desk. He didn't know how many he and his brother's went through in a month fighting over control of the T.V. He picked one up and looked over it before reaching for one of the screwdrivers he kept close and began pulling the small screws out of the device. He couldn't remember why he had stopped working on this one. It seemed like it would have been fixable, at least it wasn't smashed as these remotes often ended up if Raphael got a hold of them. Perhaps he had simply not had the time or the parts to fix it and insisted they find a new one to use instead.

The inside of the remote was disgusting. Everything was covered in a thick crusty material and Donatello quickly remembered why he had decided this one was a lost cause. Michaelangelo had spilled something on it, some type of syrup if he remembered correctly. He hadn't bothered to clean it up right then and it seeped down between the cracks, coating everything in the thick sticky substance. He would have had to replace nearly everything in the remote to get it to work again, and it was simply easier to replace the entire thing.

"Dammit Mikey..." He muttered under his breath, but he had a small smile on his face as he did so. It was impossible to stay mad at him for long. Michaelangelo was always doing things, small things, like this that needed fixing. Donatello was positive that Mikey did it on purpose from time to time simply to annoy him. He was bound and determined to keep all of his brothers on their toes, like a good baby brother should. What Michaelangelo didn't seem to realize that his little bouts of destruction did not annoy Donatello so much as stress him out. One more thing for him to do, one more thing for his abilities to be tested on.

Really it was all part of the vicious circle Donatello was currently trapped in. He was afraid, and that fear fueled everything that was wrong in his life right now. Everything that his brothers did simultaneously comforted him and reminded him of the horrible future that haunted his thoughts and dreams every chance they got. It was his fear of inadequacy and uselessness that caused the Timelord's staff to send him to a world where he had simply...dissapreaed. Nobody knew where he went and it had caused one of the most horrific futures he could possibly imagine.. He learned one of the most important lessons of his life there, that he mattered and he was needed here by his family or everything could go to hell.

The entire experience had given Donatello a new outlook on life. Maybe not the most positive outlook ever, but a new one none the less. He had a deeper seated appreciation for his brothers and everything that they were to him now, and while he had never explained what he had seen to them, he knew they could tell that Donatello had seen something in his future that had changed him. He spent more time with them, away from his lab and generally less secluded. They all noticed it almost immediately and enjoyed it very much.

Only recently had they begun to notice Donatello's apparent lack of sleep and began to comment on it. They never seemed to realize that the future Donatello had been to not only changed their brother, but had broken something deep inside of him beyond repair.

The new found notion that his brothers needed him more than he ever imagined only acted as fuels for the nightmares that plagued his mind when he did get sleep. His fear of uselessness was replaced by a fear stronger than even that; the fear of failure. The fear that he, even with his knowledge and skill,couldn't stop what he saw from happening. He felt that keeping his family together was now his responsibility, and he could already feel the weight of the burden pressing down on him. The idea of failing his brothers and letting that horrible future come to pass was becoming to much for him to handle. He saw little signs, noticed things and quirks that his brothers had when they would become particularly agitated with one another.

Every time Donatello noticed that one of his brothers was angry at another, he would panic and tense up, more so than he had in the past. He always got the dreadful feeling that this would be the argument that sent the family over the edge and broke them all apart, no mater how mundane the fight was. After a particularly aggressive fight between Mikey and Raph for the T.V remote, they both ended up apologizing to not each other, but Donatello due to the look of absolute terror on his face as he watched them. They never asked him about why he had been effected by their fight.

The screwdriver slipped as he attempted to tightened one of the screws back in to the ruined remote. Donatello dropped both items in surprised pain as the screwdriver left a small cut in the palm of his hand. Nothing big, it wouldn't even need stitches. Still, Donatello sucked gently on the wound as a temporary sanitation as he dug around in his drawers for wipes and a band-aid. He could feel tears forming in his eyes, but he knew it wasn't from the cut. It only stung a little. He felt stupid. He shouldn't have gotten hurt at all there, but he was so tired and out of it. It didn't help that he had done exactly what he was trying to avoid by thinking about...about that horrible place, or time or whatever it was. Donnie didn't care about the proper terms right then.

He was exhausted. Emotionally and physically.

Once Donatello had cleaned his cut and placed a band-aid over it for protection, he shoved what he had been working on away and leaned back in his chair. He threw an arm over his eyes and let out a shaky breath. He could remember in the past when he would wake up in the middle of the night when he had been under stress for a long period of time. He would come here to try and relax, and if he really needed to get rid of pent of emotions he would cry and maybe even break something that he didn't need. He wasn't like, say, Raphael who let out his anger wherever and on whatever he could find. He couldn't inconvenience others like that.

Donatello couldn't cry now though. He wanted to, but he wouldn't let himself do it. He didn't know why, but somehow it seemed like crying would be admitting he couldn't do it, couldn't keep the promise he had made to his fallen brothers in the future, and to himself. He couldn't do it, wouldn't do it.

So instead he let it fester. He sat there and gave in to his wandering mind, thinking of whatever he could, knowing full well he might regret letting such memories come back to him.

It wasn't long before he found himself jerking back awake after he had started to drift off. There was a difference between thinking about what he had been through and reliving the experience in nightmares. He could already see the images flash before his eyes even in the very early stages of his rem cycle, and he was loathsome to seem more than he already had. Coffee, he needed coffee.

Donatello got up and made his way in to the kitchen to make himself a cup of instant coffee. Nowhere near as good as fresh brewed, but he didn't really feel like making himself an entire pot in the middle of the night. Still the warm beverage did offer him a bit of a comforting feeling. He took small sips to wake himself up just a bit as he made his way back in to his laboratory. He stopped short of his desk though when he heard quiet humming coming from somewhere. Donnie looked around in a confused manor because there was nobody else in the room with him. All of his brothers were asleep.

He listened closely, following the sound over to his desk. The humming got louder and he set his mug down on the desk to dig around in the drawers. As he moved papers around the noise fluctuated from louder to quiet until he finally located what he was looking for. It was a walkie talkie.

"Leatherhead.." Donatello mumbled and flopped down in his chair as he examined the walkie talkie. He had given one to Leatherhead a few weeks after the crocodile had moved in to another lair a few minutes away. It made for quick communications in case something urgent were to happen, or if simple questions needed to be ask and they weren't worth walking all the way over for. Donatello smirked just a bit and shook his head as the humming continued. Leatherhead must have knocked the device over with his tail, or perhaps had even gotten it stuck under something that had the button pressed down so he was constantly broadcasting without him being aware. That clutz.

It was nice to hear someone else. Even if it was only in the form of quiet humming while you listened in while the other person was unaware to the fact that someone could even hear. Leatherhead was probably working on some project, something important because Leatherhead rarely wasted his time on small things such as toys like Donnie did. He had nobody who was constantly wanting to see new exciting things from him. He worked without pressure. Donatello was jealous of that.

He sat there for a while, listening to the humming. Donnie had heard this tune before. It was a softer version of an Utron lullaby, or at least thats what Leatherhead has told him. It was hard to imagine something like an Utron having a lullaby, but he didn't argue. It still sounded nice, and that mixed with the occasional quiet clicking of glass from whatever Leatherhead was working on had Donatello relaxed in minutes. Not asleep, no that would be foolish and just send him back in to a panicked and tense state if he were to have more nightmares.

Perhaps he was just desperate for a bit of company. He could go to his brothers for company and a bit of comfort or advice, but that of course would involve swallowing a bit of pride and he really didn't feel like going through that whole emotional roller-coaster on top of what he was already going through. He hadn't considered Leatherhead as a viable outlet before though...Even now, just listening to him and knowing he was there on the other end made him feel better than he had all day.

When the noise from Leatherhead's end suddenly shut off and Donatello found himself sitting in relative silence again, he decided to speak up. Leatherhead had most likely stood up to get some chemical or necessary tool from across the room, and moved his tail or whatever had been on the walkie talkie in the process. "Leatherhead? Leatherhead are you there?"

There was only quiet static from the other side for a moment, and Donatello sat there questioning himself on what he was doing talking to Leatherhead at this hour. He sat up straight when he heard Leatherhead respond.

"Yes? Hello?" Leatherhead asked, his voice breaking up slightly now that he was holding the Walkie Talkie and moving it around. Connection was bad in the sewers apparently. "Donatello?"

"Yeah, It's me.." Donnie said, but he didn't say anything afterwards. He didn't need to though.

"What are you doing up so late? You're not currently working on anything that time consuming are you?" Leatherhead questioned. Donatello honestly found it rather amusing how often Leatherhead seemed to worry over the turtle's health and living habits like a mother would a young child.

"No, nothing like that." Donatello said, laying his head down on his desk. He used one arm as a pillow while he used the other to hold the walkie talkie. He took a moment to weigh out the pros and cons of telling Leatherhead about the nightmares he had been having, but he decided to leave that part out. "I just have a lot on my mind. Been having trouble sleeping as of late.

"Insomnia? You know I have heard that there are some natural remedies that can help you get to sleep." Leatherhead offered. "Sadly I do not think I would be able to get what I would need to create such a thing at this hour..."

"Don't worry about it L.H." Donatello laughed a bit at Leatherhead's eagerness to help his friends in any way possible. He would put himself through hell and back if he had to in order to make sure they were well. It was very commendable, but sometimes it got the better of the croc.

It was silent over the frequency for a moment, and Donatello could hear nothing but static from the other side, but he knew that Leatherhead had not simply left him here alone. Leatherhead tended to work with chemicals that needed constant tending. It occurred to him that perhaps Leatherhead got even less sleep than him at times. He had sounded well rested, but then again the frequency down there in the sewers was not exactly crystal clear.

After a minute or two, Leatherhead picked back up and the static was silenced.

"Is there anything I can assist you with? Staying awake so late in to the day without reason to do so is very out of character for you." He pointed out, and once again Donatello could hear the click of glass as Leatherhead had gone back to work with his test tubes. He had seen Leatherhead work one handedly before, and while he was skeptical about such methods, he was greatly impressed by his ability to multi-task.

Donatello sighed and leaned his head back on his chair as he closed his eyes and tried to think clearly. "This may sound strange..." He started, rubbing his closed eyes and laughing quietly to himself as if he had thought of something funny. "But perhaps you could continue on with your humming?" He asked.

"Oh did you hear that? How embarrassing..." Leatherhead said before trailing off in to mumbling that Donatello could not quite understand. He chuckled and leaned farther back in his chair. He even propped his feet up on his desk, despite being a bit of a hypocrite for having always scolded Michelangelo about doing the same thing. It was his desk though, so he supposed he had the right to do so.

"I think your tail may have been holding the button down on your end. You should keep track of that, it seems to get you in to more trouble than you realize." Donnie teased.

"Hush you. Get some rest." He said. There was silence between them for a moment before Donatello could detect the quiet beginnings of one of the many lullubys he had heard while working with the crocodile in his laboratory. The broken up noise was soothing, and he sunk further down in to his chair as he let himself get lost in the sound.

He knew that as long as Leatherhead had the button pressed down on his head, he would not be able to speak to Leatherhead, so he simply placed the walkie-talkie on his plastron. Despite his best efforts to fend off sleep all this time, he was quickly lulled to sleep by the loud humming. The song invaded his dreams and kept the terrible memories at bay, allowing him at least one good nights rest.

It was not the silence that lulled him to sleep as had been many nights before this, it was the sound of a friend close to him, the comfort that was gained by knowing he was not alone.