Disclaimer: Not mine!

Author Note: Wow, I did not even realize how much of the month had gone by. Where on earth did October go? It seems like it was just the fifth the other day! Ugh, anyway, bonus cookies to whoever recognizes this Thing that appears. It was taken from an actual other worldly source that resides across the puddle.

Back Down the Rabbit Hole

Chapter 2

It's darker and colder now that you're here

And there are few signs of them that appear

A new creature's on the rise

One that will take you on a wild ride

As its darkness rushes over you like the tide

Icy cold air washed over his skin as he was pulled into shadows and for a moment Michelangelo wondered if he was going to freeze to death before he even got a chance to search for his missing brothers. Then the temperature seemed to change and Mikey found himself released from the shadowy tentacles that had grabbed him as he dropped suddenly. He didn't get a chance to scream before he was falling onto a tarp that easily ripped under his weight and his fall ended in a fluffy yet lumpy pile of something's that collapsed onto of him. He struggled to the surface of the pile in a flurry of movements that were born out of desperation and stood up ready for a fight only to find himself in the back of a vendor stall surrounded by a collapsed stack of stuffed animals.

"Well," he said to no one in particular as he picked his way out of the booth. "That was rather anticlimactic." He stepped out into the alley the booth he had landed in was facing and looked about for a moment trying to get his bearings. If he remembered the layout of the fairground correctly then he was on the far side of the ferris wheel from the Hall of Mirrors. He hoped that it was still a safe haven from the shadow man.

"Alright," he said to himself as he looked around again. "If I were a crazed shadow demon thing where would I put a violent, stinky turtle and a techcrazy geek?"

The amusement park didn't answer his question and the silence seemed to be defending. Even more so than it had previously been the last time he was here. It was also colder which made no sense. It hadn't been cold the last time he was here and he was pretty sure there hadn't been any creepy fog clinging to the ground. Mikey began to fidget where he stood looking about himself with apprehension. Any moment now, the shadow guy would attack, he just knew it.

After another couple of minutes of nothing but the same creepy atmosphere, Mikey threw his hands in the air before finally settling them on his hips. "Seriously?!" He asked the nothing around him. "You're just going to terrorize me into freaking out or are you actually going to come out here and attack me?!"

Silence was still his only answer and Mikey sighed, pinching the bridge of his nose with one arm across his chest supporting the other in its endeavor. "Fine," he grumbled as he started off down the aisle of vendor stalls. "I'll expect you to show up at the worst possible time to try and kill me as per usual."

Michelangelo's eyes kept darting about as he walked down the aisle, occasionally glancing over his shoulder as he went, waiting to see the shadows moving or that freaky white mask to slide into view from behind some object. Time seemed to drag on and the fairground remained silent and creepy around him. About the only thing he could hear was his own breath and his near silent footsteps as he walked down the aisle, keeping a wary eye out for an attack or any sign of his missing brothers.

As he neared the end of the lane something moved behind him. It was more a feeling than him actually seeing anything more than a shadowy blur but something had moved from one side of the aisle to the other, dodging into the stall only three down from his location. His hands had snatched up his 'chucks the moment he had turned and now he swung them, spinning them up and into a blur as he approached the stall the shadow had vanished into.

"H-hello?" He wasn't quite able to prevent his voice from cracking a bit as he peeked cautiously around the edge of the tent. He was ready for anything except the barren emptiness of the stall he was looking into. He blinked a few times and backed away from the tent, scanning the area around him again. Now that he was still and focusing he could make out a faint smell in the air, one that made him think of when he opened the fridge earlier. Something was rotting but that was not the only thing he noticed.

He felt like he was being watched.

When they were still living back in their first home, Leo use to practice being a ninja by climbing up on top of the pipes that ran along the ceiling. He would lay up there for hours just watching them and creeping them out because they knew something was watching them but couldn't figure out who or where. He was finally forced to stop by Master Splinter after Raph stayed up all night in case the 'monster' tried to come after his brothers. It kind of made Mikey wish that Raph was there.

"Come out, come out, wherever you are!" Mikey said in a sing-song manner as he continued to look for whatever had been behind him. After several more minutes of nothing but an odd smell and the feeling of being watched he deflated and caught the spinning ends of his nunchakus. "Seriously? That's it?" he turned and started off again, half hoping that his attitude would draw whoever out of hiding.

It became apparent after another five minutes that who or whatever was following him was content at doing just that. Occasionally, he would catch a wisp of movement out of the corner of his eye, no more than a dark shadowy blur that would vanish as soon as he tried to turn towards it and the strange smell of rotting food occasionally reached him. He had tried tagging his follower with shurikens a few times but either he had missed with his blind throw or they had passed right through it because every time he turned they were stuck in various objects behind him. He kind of felt bad about hitting the teddy bear right in the center of the forehead but if it lived in this creepy fairground he was sure it had it coming somehow.

He had walked around about half of the park and was heading towards the carousel when he noticed something laying out of place on the ground in front of him, partially obscured by the low fog. He readied his nunchakus, allowing them to build up speed as he approached whatever was on the path. It wasn't until he was several feet from it that Mikey realized what it was.

Donatello's bo lay on the ground, cut clean through the middle.

He hurried over to the bo barely looking over the confusing pattern in the dirt for more than a minute. Don had been fighting something and he was pretty sure he knew what especially with such a clean slice through his bo. Though he didn't like the thought of Don facing that thing alone -especially without his bo- he knew his brother was no push over when it came to fighting, especially with hand to hand combat. He didn't see any blood on the ground but he also couldn't tell if Don had won or which direction he had retreated in. It was almost like his brother had just vanished from this spot which meant Don was in a whole heap of trouble.

There was another feeling of something moving behind him but there was nothing there when he turned another to face it. An annoyed sound escaped him, more of a whine then a grumble but he wouldn't admit that to anyone. Whatever this thing was that was following him it was high time that he got it to stop.

"Alright, whatever you are," he said as he took two steps back and tucked one of his 'chucks away. With his free hand he picked up the two pieces to his brother's weapon and tucked it into the back of his belt against his shell. He could just leave it there. Besides, with the way this fairground worked he might just need them later. "I don't know what or who you are but it's time to find out!"

With the two pieces of the bo tucked safely away he snatched up his other nunchaku and charged down the aisle where he had felt the movement come from. He didn't see anything but the smell of decay became stronger for a moment before fading away suddenly. By the time he reached the end of the aisle it was all but nonexistent. He put on the breaks and looked back down the aisle before starting back the way he came. It was obvious that whatever was following him and that rotting smell were connected. All he had to do was follow his nose to whatever this new park feature was because he sure as shell did not remember smelling anything like this or having a shy follower the last time he was here.

The smell of decay was getting stronger towards the middle of the aisle and seemed to be hanging more to the left, away from the center of the park. Swallowing the lump that had formed in his throat, Michelangelo pressed on, holding his nunchakus at the ready as he stepped between two tents. He had been expecting to step out into another row of tents and vendor stalls but what he found instead was a small hill behind the tents that went down about ten feet before leveling off again. A series of three decrepit animal barns sat in a row in the small glen. This was something that he was positive hadn't been here when he had first came to this whacked out carnival.

Or had it? He took a moment to look back at the ferris wheel. He hadn't been on this side of the park much before. It was possible that he had overlooked the barns. The smell of rot and decay was a bit stronger now and for a moment he hesitated at the top of the hill. He had more important things to do -like finding his brothers and getting the shell out of this place- but there was something about the barns that made him want to check them out. Besides, if he was going to lock up Raph he would use chains and there might be chains in the barns somewhere.

He swallowed another lump and started down the hill. The smell was bad down at the base of the small slope and even worse as he got closer to the barns. It was so bad that when he opened his mouth he could all but taste it. "Ick," he said to himself as he started into the first barn, looking in each stall as he went past them. Besides the occasional musty pile of hay and the partially rotted ropes hinging from rusty hooks about the only thing he found of interest in the stalls was a dented pail that might have been used for food or water way back when this place wasn't a haven for a living shadow.

In the middle barn the smell was even worse. Mikey had to take a moment at the door to swallow back the bile creeping up his throat before proceeding. He wasn't even half way through the barn before he was thinking that this was a bad idea. He should never have come down to investigate the barns. At the halfway point, he finally came across something that was out of place compared to what he had seen of the barns. There was a pit on the left side of the barn where there should have been another box stall.

"Oh man," he mumbled to himself as he pulled a small pen light from his belt and tucked away his nunchakus. "I just know I am going to regret this…" He cautiously walked over to the gaping hole, "Donnie? Raphie?" He said in a hushed whisper. Carefully -just waiting for something to spring out of the hole at him- he turned on the penlight and aimed it down into the hole. "Are you down there?"

The only answer he got was the white glare off of a pile of human remains.

"What the shell?" he breathed as he all but felt his eyes grow to be the size of medium pizzas. It was hard to tell where one skeleton ended and another began but all bore signs of being slashed apart and what few skulls he could make out were crushed inward on themselves. "What is this?" he whimpered as he took a step back away from the pit.

Two hands suddenly landed on his shoulders and he let out a small scream as he spun about, dropping the penlight as he reached for his weapons only to freeze when he saw what was behind him.

It was about the size of a medium sized dog, grayish in color, gaunt and partially transparent closer towards the floor. It looked like a human, crouched low to the ground but it was shaped wrong, as if everything passed its shoulders were more animal like than human like. It was all sharp angles and its face looked more like that of a partially mummified skeleton with taunt skin, gaping black holes were the eyes should have been and a triangular cavity where a nose would have been. Its mouth was dripping something from slobbery lips that seemed unable to close. Its lower jaw was pushed back at such an angle that it seemed buried into the thing's neck and a strange cascade of dull stringy gray hair was dotted about on its head and hung at irregular intervals about its face and shoulders. Bony thin hand and arms that looked like the skin had been stretched over bone with a thin coating of hair or fur over the appendages were still raised from where they had been its' fingers hooked over like claws would be.

A dry hiss escaped it, rattling in its chest slightly as it expelled a breath. The smell of decay reached such a level that Mikey felt for sure he was going to puke. The acidic taste of bile was in the back of his throat but he was more preoccupied at the moment as he screamed at the thing before him. He had thought that the shadowman was bad but this thing could have stayed Forgotten as far as he was concerned.

As if realizing he was thinking of It, the creature seemed to rear back slightly and Mikey dove off to the side and out of the way of Its lunge, rolling across the aisle of the barn and popping back up to his feet with his chuks out and ready to fight It only to find himself looking at empty space. He blinked and then looked about for the creature as he slowly began to make his way towards the exit. He was done looking through the barns for now. He would almost welcome seeing the shadowman at this rate.

He was almost at the exit when a blur of movement coming around the edge of the door caught his attention. He turned, bring his nunchakus about, but they swished right through the Thing as it lunged towards him. He barely had time to realize that before It was hitting him in the chest.

Pain shot from the front of his chest and out of his back. It almost felt like he had been shot as weakness stole over him and he fell backwards. He couldn't seem to draw in a breath let alone catch himself as he fell. He hit the ground hard and what little air he had left was forced out of his lungs as a strange coldness filled his body. His eyes slowly fluttered closed as he got weaker and colder. He remembered this feeling. He had only felt it a number of times but it was never good to feel like this. It felt as if he was bleeding out. His eyes finally slid shut as he swore his heart beat one last time.

And then there was nothing but darkness and silence.