I do not own any characters.

Powerpuff girls belong to Cartoon Network and TMNT belongs to Nickelodeon

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Mikey couldn't believe his luck; first he had a fight with his brothers, then he went to take to clear his head, then he bumped into a little girl who somehow found her way down to the sewers. Both Mikey and the blonde girl let out screams of surprise. The little girl jumped into the air and to Mikey's surprise, she was flying.

"OH MY GOSH! OHMYGOSH! OHMYGOSH! OHMYGOSH! It's you!" Mikey gasped. "You're one of the superhero girls from yesterday." He added.

"You know who I am?" Bubbles blinked in surprise. Until today, no one made any acknowledgement of who she and sisters were. Did this humanoid turtle really somehow knew who she and her sisters were?
"Ummm…no, not really." Mikey said lamely. "But are you a superhero?" he added.

"Yes, I…" Bubbles started to say, but then two familiar voices shouted "Not so fast, monster!" Bubbles quickly turned around to see Blossom and Buttercup flying towards the humanoid turtle, ready to attack him at, for being near Bubbles.

Bubbles didn't waste a second; she quickly picked up the humanoid turtle, and flew into the air. The Turtle screamed in both surprise and fear as they flew, while Bubbles cried out "Girls! No! He's nice!"

At Bubbles words, Blossom and Buttercup simply floated in midair.

"Nice?" both sisters said at once.

Picking up the cue, the turtle said "Yep. You super-ladies don't have to worry about me. I'm Mr. nice turtle."

Bubbles giggled and said "Thanks, but what is your real name?"

"I'm…" the humanoid turtle started to say, but three voices called out "MIKEY!"

Blossom, Bubbles, Buttercup and Mikey looked down to see three other turtles around Mikey's age, carrying weapons in their arms. The Turtle with the blue mask held two katanas in his hands, while the one in the red mask carried sais and the one with the purple mask held a bo staff. But all of them were ready to use their weapons.

"I don't who you kids are or what you are, but you better not hurt my little brother or else you're going to get it!" cried the turtle with the red mask.

"Guys, wait!" called Mikey. "The girls are cool." He added.

"Mikey? Is that your name?" asked Bubbles.

Mikey nodded as he added "Why don't put me down please?"

"I'm Bubbles." Bubbles repiled as she slowly and gently placed Mikey down on the ground.

"I'm Blossom." Blossom chimed as she flew towards Mikey and Bubbles.

"And I'm Buttercup." Buttercup as she landed near her sisters.

"And we're…" Bubbles said as she and her sisters finshed with "The Powerpuff girls!"

At this, Mikey began squealing with joy as he said "I knew it! I knew you guys were superheroes!"

"Oh, I have to introduce you to all to my brother, Sensei, April and Casey." Mikey babbled.

"Mikey, we can introduce ourselves." The turtle in the blue mask stated. "I'm Hamato Leo." He added as he turned his attention to the powerpuff girls. "How did you girls come here?" he questioned.

"We flew, duh." Buttercup repiled.

"Actually, we flew after Bubbles as ran out of this restaurant and left behind this person who could've helped find our dad." Blossom explained as she glared in Bubbles direction.

"I told you. Karai was planning to kidnap us! I heard her talking to her father on her cell phone in Japanese." Bubbles fired back.

"Wait, did you just say 'Karai?'" Donnie interupted as he as his brothers suddenly grew very serious.

"Yes?" Bubbles answered in a confused and worried tone.

"I think you girls need to come with us." Leo said.

"Wait, do you know Karai?" Blossom inquired as she and her sisters began to follow the Turtles to their home.

"Know her? We know her fairly well, considering she's been trying to kill and capture us." The one in the red mask bitterly explained.

At this, Blossom and Buttercup gasped in shock.

"I told you." Bubbles said gleefully.

"Why does she want to kill you guys?" Blossom wondered.

"Simple, her father wants our father dead." The one in the red mask answered.

"Raph, I don't know if you should be telling the children this." The one in the purple mask suggested. "You might frighten them." He added.

"They were almost kidnapped by the foot, Donnie. Clearly Shred-head somehow found out about them and sent Karai befriend them in order to bring the girls to him." Raph replied. "They need to know this." He added.

"Who's Shred-head?" Buttercup piped up.

"Whoever he is must be bad news." Blossom reasoned.

"You're right on the money, kid." Raph started to say.

"That's enough Raph." Donnie said before turning towards the girls and adding "I know you girls are curious, but I think that our Sensei is the best person to explain everything to you. In the meantime, why don't you girls tell us about yourselves?"

"Yeah, where are you girls from?" Leo joined in.

"We're from Townsville." Blossom explained as the turtles led them to the lair.

"What state is it in?" Leo inquired.

Blossom paused for a moment as she attempted to recall which state Townsville was in. Her eyes widened in horror as she realized that she didn't remember which state her city was located.

"Ummm…ummm…" Blossom started to say nerviously.

"It's okay. We'll find out later." Leo reassured her. "So, Bubbles how did you learn to speak Japanese?" Leo added as he looked at Bubbles.

"I'm omilingual. I can speak any language." Bubbles stated proudly.

"Yeah, she can speak Spanish, Chinese, Norwegian, Arabic, Farsi and Squirrel." Blossom added, feeling equally proud of her sister's talent with languages.

"Wait, you can speak Squirrel?" Mikey inquired, looking somewhat scarred.

"Yes, I can talk to animals." Bubbles answered. "What's wrong?" She added as she grew concerned for her new friend as she saw the frightened look on Mikey's face.

"Let's just say that thanks to an incident a while back, Mikey now has a phobia of squirrels." Donnie explained.

"It's alright Mikey. I was afraid of the dark." Bubbles reassured Mikey.

"So, how old are you girls?" Raph wondered.

"We're five. How old are you guys?" Blossom questioned.

"We're fifteen." Leo answered.

"Wow." Blossom whispered in amazement.

"You're all ten years older then us." Buttercup added.

Blossom was about to ask another question, when Leo said "We're home."

Blossom, Bubbles and Buttercup were about to follow Leo inside, but he turned to them and said "I'm sorry, but it's best that you girls wait out here."

"Why?" Blossom wondered.

Leo paused for a moment before thinking over a reply "Well, our Sensei is very secretive about himself and us. We need to explain that you are special children and that you need our help."

"Where did you find these children, Leonardo?" came a voice from behind Leo and Blossom.

Both the turtles and the Powerpuff girls turned around to see a large man-sized humanoid rat standing in front of the doorway.

Blossom, Bubbles and Buttercup gasped in shock.

"Sensei, I can explain." Leo began. "We were looking for Mikey when we saw Bubbles holding as she was flying in the air." He uttered.

"What?" was all a confused Splinter had to say.

Blossom, Bubbles and Buttercup began to float in the air, Splinter nearly leaped back in shock.

"NANI!" Splinter cried out. At once Mikey ran over to his sensei, wrapped him in a hug and said "It's alright Sensei, these girls are cool. They're on our side."

"They need our help as well Master Splinter." Leo interupted. Splinter held his hand, signaling for his sons to be quiet as he turned his attention towards the powerpuff girls.

"The three of you have come a long way below the surface, why?" he asked.

Bubbles bit her lip as she said "I didn't mean to come down here. I just wanted to get myself and my sisters away from Karai as fast I could."

At the mention of Karai's name, Splinter's eyes widen in shock.

"How did you meet Karai?" Splinter questioned the girls in a very serious tone as he knelt down to their level.

"We were looking for our dad, and she saw that we were alone and offered to let us stay at her dad's place until we could find our dad." Blossom repiled.

And I thought that Shredder could sink no lower. Splinter thought to himself in disgust and horror.

"How much do they know?" Splinter asked his sons. "We told them that Karai works for Shredder and that she's been trying to kill us or capture us." Donnie explained.

"Who's Shredder and why does he want to hurt you all?" Blossom carefully inquired.

Splinter suddenly feeling very old. "It's a long painful story children." He began "But it must be told in order for you to understand."

"When I was young and human, Shredder, or Oroku Saki as he was called then, and I were the best of friends. But then the love of a woman came between us. She eventually chose me. Soon we were married and were blessed with a beautiful daughter named Miwa. Saki couldn't except it and broke into our home one night with the intent to finish me. But my wife Tang Shen took the blow that was meant for me. Saki blamed me for and burred our home to the ground leaving me to my fate. Soon I fled to this country to prevent him from finding me. But now he has discovered that I'm in New York and he and his clan have come to finish me." Splinter recalled.

As Splinter finished his story, the girls were on the verge of tears. "That is the saddest story, I ever heard." A weepy Bubbles uttered.

"That Shredder sounds a lot like Dick Hardly." Buttercup whispered to her sisters.

"Who's Dick?" wondered Mikey, as Leo, Raph and Donnie laugh at that name.

"He must've been real bad news." Leo stated.

"Well the professor knew him from college. One day he came to visit him and then he saw us. He wanted to make money off of us, but the professor got angry at him and kicked him. The next day we were about to walk home from school, when Dick pulled his car up in front of us and offered us a ride home." Blossom explained.

"Wait that creep suddenly drove to your school, offered you a ride home and the three of got in a car with him?" a worried Leo interupted.

"He wasn't a stranger." Blossom explained.

"Besides, if he tried to hurt us, we would just kick his butt." Buttercup defended.

"Still you girls shouldn't have gotten in a car with him. Many children are kidnapped this way." Leo scolded.

"Anyway, he tricked us into giving him chemical X. He said he was going make more of us to do good in the world, but he lied. He was only making more of us to make money." Bubbles added.

"We were so angry, that flew to confront him. But Dick swallowed the chemical X. It turned him into a monster. We fought against him, but beat us and threw us in this dome that sucked the chemical X out of us. Then the professor and saw what happening to us. He started begging Dick to let us go, but Dick refused and decided to keep our father as a prisoner. The last thing we heard was him calling out to us and telling us that he loved us. We must've passed out at that point, because the next we remember was waking up in the professor's arms. We later learned that Dick and his copies of us died in a fire." Blossom recalled.

"How did you come to possess such power, children?" Splinter asked the powerpuff girls, wanting to change the subject.

"Well we were made with them." Blossom explained.

"You mean born with them." Donnie clarified.

"No, I mean made with them." Blossom explained.

"That's impossible." Donnie stated.

"Well then, how do you explain us?" Buttercup demanded as she rose in the air.

"You're part human." Donnie guessed.

"Eh, wrong. We were created in our Dad's lab." Buttercup answered.

"Yeah, we were made of sugar, spice, everything nice and an accidental dose of chemical X." Bubbles explained with a smile on her face.

At her words, the turtles were floored. Mutants made from mutagen were one thing, but people creature from seasoning! That was something completely different.

"That…that's impossible!" Donnie stated.

"Really Donnie?" Leo grumbled. "We mutated by mutagen from another world, and you can't believe that people with super powers can be created with chemicals and seasoning?" he added.

"We're right here." An annoyed Buttercup uttered.

"Wait, what's mutagen?" Blossom questioned.

"Were you created like us? How did you go from human to giant rat?" Bubbles added.

"Tell them the story Master Splinter." Mikey begged. "Please?" he added.

Splinter smiled slightly and nodded. "Very well." "Many years ago, when I was still human, I was leaving the pet store with four baby turtles."

"That was us!" Mikey interupted.

"Don't interrupt." Leo reminded his little brother.

"Sorry." Mikey said sheepishly.

"I passed a strange man on the street. Something felt 'off' about him." Splinter recalled. "I decided to follow him towards an ally way. The strange man met with another strange man who was holding a strange glowing substance in a canister. I meant to be quiet, but I stepped on a rat's tail by ancient. "

"That poor rat." Bubbles said with sympathy.

"Don't interrupt." Splinter stated.

"The rat let out a loud squeak and before I knew it I was spotted. The strange men approached with intent to silence me, but I was able to fight them off…at least the canister fell to the broke. The mutagen inside landed on me and the turtles, transforming me into the rat you see before, as well as transforming the turtles into humanoids." Splinter finished.

The girls were stunned; they couldn't ever imagine what it must've been like to lose your humanity so suddenly in such a terrible way.

"Now, where are your parents?" Splinter questioned, wanting to change the subject.

"Our dad was kidnapped by these evil aliens." Blossom explained.

"They look like brains with tentacles." Buttercup added.

"Wait a minute; did these aliens walk around in robot bodies?" Donnie as a look of worry came over his face.

"Yes?" Bubbles said, looking worried.

"The aliens that kidnapped your father are called the Kraang and they've been kidnapping scientists for the past year." Donnie explained.

"Do the Kraang know what you children can do?" Splinter questioned.

Blossom, Bubbles and Buttercup nodded.

"That in case, as long as the Foot and Kraang after you, the wisest decision is for the three of you to stay here until we can find your father." Splinter explained.

"WHAT!" an outraged Buttercup cried.

"Huddle!" Blossom called out, with that the girls bent their heads together and began to whisper amongst themselves.

"How can these guys just expect us to sit around and do nothing?" Buttercup whispered.

"But they seem to know who these bad guys are." Blossom reminded her sister. "Besides we're not in Townsville anymore and they're giving us shelter." She added.

"Why don't we offer them a compromise?" Bubbles spoke up. "We'll stay down here, but if they find the Professor, we'll go with them to rescue him." She offered.

Both Blossom and Buttercup smiled in approval of her idea. Blossom floated towards the turtles and Splinter as she said "My sisters and I agree, but on one condition, when you find out where our dad is, we're coming with you." "No matter what." Blossom added in a tone that left no room for augments.

Feeling somewhat impressed by her, Leo agreed.

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