Beaten, bruised, and both mentally and physically exhausted was not the state Donatello wanted to be in to face Kraang Prime. Yet, after already fighting for what seemed like an eternity, he and Michelangelo rushed up the stairs to the fortieth level, bringing their total up to about sixty flights they'd travelled in the past quarter hour.

The duo crested the final flight, panting and a little dizzy, relieved to see that Slash, Leatherhead, and Pete had already taken out all of the soldiers in the staircase. Now all that remained was whoever was between them and Prime, and of course, Prime herself.

Slash looked behind the turtles. "Where's Rockwell?"

"He stayed behind to lead the humans out," Donnie replied.

Michelangelo leaned against Leatherhead's arm.

The mutant alligator rested his free hand on the youngest turtle's shoulder. "How are you feeling, my friend?"

"Uuuuuuggggh."

Slash hummed. "This… admittedly isn't the best condition for us to be facing Kraang Prime in," he admitted, "But we can do it. This could be the end of our troubles with all of the Kraang for good. Just… let that help you power through it." He looked at each of them individually, then readied his mace like a barrier in front of him. "Are we ready to end this?"

Donatello drew his bo, Michelangelo, his nunchucks. Leatherhead pulled himself up to his full height. Pigeon Pete cawed and assumed a fighting stance.

Slash grabbed the door and counted down on his fingers.

Three… two… one.

He ripped the door off its hinges and used it like a giant frisbee as the five burst into the room, disorganising the army that waited within.

Upon spotting Kraang hovering in the air in their flyers, firing at them from above, Pigeon Pete took to the air and did what he could to prevent them from shooting at his allies on the ground.

Leatherhead barrel-rolled another group, squashing them to the wall and crushing their robots with a few more rolls before moving on.

Donatello and Michelangelo helped both in the air and on ground, using shurikens and kusarigama respectively to be able to reach their foes no matter their domain.

Each movement strained Donatello's tired muscles and mind. Each second, he grew more aware of how much he wanted to lie down and rest. The pull of gravity seemed to increase on him the more he fought. His movements slowed. He had to keep himself mentally aware of his speed, which took precious power from his already fried brain, and caused him to slip up and almost get hit.

Keep going. Keep fighting. He was almost there. Then no more fighting the Kraang. He wouldn't have to worry about them anymore. He could live without the threat of their domination constantly hanging over his head, if he could just put a little more into going right now. All they had to do was un-mutate Prime.

Donatello searched the room for the giant Kraang. It hit him that the enormous, pink alien should have stood out the moment they entered the room, but he hadn't noticed her. He glanced at one corner, then another, glimpsed behind his fighting friends, even looked at the ceiling. "She's not here!"

Slash barred the biotroid he had been battling with the handle of his mace to stall it for enough time to check the room himself.

Donatello noted the increasingly lethargic movements of his allies. "We have to go. We're wasting our time here!"

Slash pointed past Donnie to the staircase from where they had come. "There's another level!"

Donatello followed his gesture. Past the gaping doorway that minutes ago had a door, he could see the stairs wind around for yet another flight, the top of which was packed with guards, all of whom stood still despite their need in the battle. "It must be to the roof. How did you miss that? You were standing just below the landing for how long before we arrived?"

"The Kraang on the other levels came down to meet us," Slash explained, crushing the biotroid's side with a hard swing of his mace. "I guess I assumed there wasn't another staircase. They didn't attack us, and this was supposed to be the top level."

"We're winning here," Pigeon Pete said. "Why aren't they coming to fight us?"

Donnie dropped a Kraang flyer that was sneaking up behind Pete with a toss of a shuriken. "Because they have a more important mission than stopping us," Donnie thought out loud. "They're protecting Prime. She's on the roof!"

"Let's go!"

Leonardo let out his most intimidating battle cry as he charged for the Shredder, gripping his katana ahead of his chest.

The Shredder sidestepped the attack with ease, and before Leo had time to react, he struck the turtle with an elbow to his neck.

Leo stumbled and almost fell onto his own weapon, but managed to push himself away from the ground and regain his balance.

While Shredder was focused on Leo, Raphael leapt behind him, sais ready to plunge through his armor once he'd come close enough. He swung his sai as the Shredder turned and glared at him, then all at once, the Shredder was gone.

It wasn't a Shredder-is-a-really-good-ninja-and-can-dodge-anything sort of gone; the man had completely disappeared in the blink of an eye.

Raphael growled when his sais made contact with the ground.

An arm struck him, making him topple onto his side.

Raph pulled the momentum into rolling back onto his feet.

The Shredder laughed from the place where he had reappeared a good distance away, a cold, dark laugh that sent chills down Leo's spine.

"Fools! You were no match for me before! How do you intend to stop me now?" His uninjured eye narrowed from the bottom in what Leonardo assumed was a hidden smirk. "Amuse me."

Raph seethed, and charged the armored man. One second, the Shredder stood only yards away in his path, and the next, he was right behind Raphael.

"Raph!" Leo cried.

The Shredder stomped on Raphael's back, sending the red-clad turtle to the ground. He raised his fist.

Raphael grabbed his ankles and pulled them in an attempt to off-balance the enemy.

The Shredder was within his grasp, then he was gone.

"Why hasn't he used his blades yet?" Raph yelled.

"He's toying with us," Leonardo answered. "He isn't trying to kill us because he doesn't think we pose a threat to him anymore."

"Leo, look out!"

The next thing he knew, Leo tasted the earthy concrete mingled with a metallic taste. His front teeth ached, and he could feel the grime of the dust that had been on the floor now coating his mouth. He coughed and pushed himself off the ground, stepped into a fighting stance, and found there was no one there.

"I would ask you to bring your pathetic Sensei, but soon, that will not matter anymore." The Shredder stood upon the vat's ledge, engulfed in the smoke of the contaminated mutagen.

Leo glanced at Raph to search him for injuries.

Raphael had a few cuts and bruises, but what grabbed his attention was what he was doing behind his back, out of Shredder's sight.

Raph dipped the blades of his shurikens into his vial of retromutagen. Each blade took up a considerable amount, and when he was done, he had only been able to put a thin coat onto five stars.

"Soon," Shredder's voice boomed, "I will not have to deal with you disgusting turtles any longer. Once my powers reach their full potential, I will go back and make sure you were never created."

Raphael gripped the stars by their dry centers and threw them.

The five soared through the air, blades glistening with a thin orange sheen. All five were on course to reach their contact. Shredder hadn't moved an inch.

And then he was gone.

The stars embedded themselves in the far upper wall, out of reach.

Raph cursed.

"I tire of these games," Shredder growled from behind them, startling them both. He drew his blades. "I will enjoy killing you twice."

Leonardo reached for his vial of retromutagen. He had just managed to grab it when Shredder knocked him down.

The retromutagen went tumbling out of his hand and clinked on the ground before rolling away.

The Shredder paused, blade raised high above his head, eyeing the retromutagen with what might have been curiosity.

"Nooo!" Leo cried, a little exaggerated. He mentally told himself to bring the acting down a notch. "Raph, Donnie's mutagenic amplifying agent! You can't let him get it! He'll take over the world!"

Both Raph and the Shredder looked at the retromutagen, then at Leo.

Raphael's eyes widened in realization, and he dove for the vial.

The Shredder pounced at the same time.

They collided and rolled, both clutching the tiny vial with a death grip.

Raph wrestled the Shredder over the retromutagen.

Shredder struck him right in the center of his chest, making him lose his grip on the vial and fall onto his back.

Shredder laughed. "Thank you, turtles, for this thoughtful gift. Perhaps your scientist is more competent than mine." He removed his mouthplate, uncorked the retromutagen, drained the vial, and cast the glass aside. "Now, witness my true power!" He curled his fists with an unhidden manic grin.

His grin slipped. He looked at his hands. "What is this?" He glared at the turtles.

Leo tried his best to hold back a triumphant laugh.

Shredder's eyes grew wide. "No!" He turned to the fly mutant. "Stockman, I need more mutagen, now!"

"Zzzzir, the turtlezzzz dezzztroyed all I had left!"

Shredder roared. "I will skin you after I'm done with them!"

Leonardo grabbed Raphael's shoulder. "We're done. Let's get out of here!"

The duo dashed for the exit.

A dark figure emerged from the shadows that clouded the doorway. "Not so fast." Rahzar towered over them as footbots flooded into the room. Tons and tons of footbots.

Rocksteady followed, clutching his hammer, Bebop by his side.

Tiger Claw and Stockman walked to either side of Rahzar.

Rahzar flexed his claws. "What's the rush? We're just getting started."

Thirty Kraangdroids and a little more exhaustion later, the group made it to the roof.

Upon seeing Kraang Prime, all alone with not even her giant robot body, at first, Donatello was relieved. She was actually here. Then panic began to set in. They only had one shot.

"What?" Kraang cried. "How did you fight through all Kraang's soldiers?" She shook her enormous head. "It does not matter. You have to answer to Kraang now!"

She sent a powerful psychic blast towards them with rings the diameter of buses.

The shock jolted every muscle in Donatello's body. He wanted to lie down. He was so tired. How much longer?

Caught on the outside of the blast, Donnie was able to maintain his footing by plunging his naginata blade into the roof and holding onto the opposite end of the bo.

Leatherhead and Slash stood their ground, too heavy to be moved by it.

The blast caught Pigeon Pete and carried him off the roof. He flapped back on once it had passed him.

Caught right in the center with no flight or grip was Michelangelo. The burst carried him back, and he scrambled to keep his traction on the roof, but the blast was too powerful. It swept him to the edge of the roof.

"Mikey!" Donnie cried. The attack now past him, he pulled his bo's blade from its groove and rushed towards his baby brother.

Michelangelo screamed as he left the roof completely.

Donnie dived right to the edge and held his staff out.

Mikey snatched the weapon and held onto it for dear life.

Leaning so far over the edge, Donnie's logical mind screamed at him to go back. He was going to fall. He could already feel the pull of gravity threatening to send them both plummeting.

In that moment, that part of his mind was irrelevant. Brothers first. No matter what.

"I gotcha!" Donnie said. "Hold on!"

Mikey adjusted his grip, consequently triggering the bo's blade. He gasped and flinched back, and for a split second that made Donatello's heart miss a beat, his hands slipped.

"That's alright, that's alright. I'm gonna get you up here on the count of three, so hold on tight. Ready? One, two…"

Donnie pulled his brother to safety. Well, relative safety.

The moment they were on the roof again, Prime sent another blast their way.

Donatello shoved Michelangelo out of range and steadied himself with his bo.

"The retromutagen!" Mikey reminded him. "That's all we have to do!"

Donatello pulled the vial from his belt.

Once the blast had ended, he charged Kraang, retromutagen above his head, ready to throw.

Almost there. He only had to close in on her a few more feet to ensure his target met.

Kraang eyed him as if he were an ant. Oh, how quickly things would change, he thought.

Donatello leapt into the air. "Booyakasha!" He chucked the vial.

Kraang sent a third blast, changing its course in midair.

In the middle of the roof, the glass smashed.

"No!"

The first few Footbots, Leo could handle. Then they jumped on him in swarms.

Despite the similarities in technology, fighting Foot and Kraang was a lot different. Kraang were programmed with many purposes, and only had a few fighting patterns to use. Footbots had only one purpose. Fight. They knew how, too.

A kick landed on his side. A punch on his back. An elbow to his shell. He couldn't block them. They were so fast.

Somewhere behind him, swallowed in the sea of enemies, he could hear Raph fighting. Judging from the sound of it he was losing.

Leo didn't hear Raph chuckle to himself once, or use any snarky taunts towards their opponents, but the telltale 'hup' martial artists were trained to use to prepare themselves for impact rang out too many times.

Leonardo willed himself to continue. One footbot sliced here, another there. Progress.

Then Tiger Claw pushed his way through the crowd to fight. Leonardo blocked Tiger Claw's sword with his own.

Footbots hit him from every side. He had to keep his attention on Tiger Claw. Suddenly he wasn't progressing anymore.

He blocked a second strike from Tiger claw. Numerous more landed from the footbots.

He blocked a third strike. A footbot kicked the back of his knee, causing him to fall forward. His katana clattered on the ground. A bot kicked it away.

Footbots surrounded him, hands on his shoulders preventing him from getting up, others shoving his own hands behind his back.

Tiger Claw held his sword to Leonardo's face.

"Ack!"

Raphael fell on the ground beside him. Rocksteady held him still while footbots peeled his sais out of his hands.

"Enough, turtles," Shredder growled. "Now tell me where your Sensei is."

Leo stared him in the eye. Fine. Kill him. Slit his throat. He would not betray Splinter. "Never."

Shredder narrowed his eyes. "Really?"

"I'd die before I let you kill Sensei," Leo spat.

Shredder stared him down. Leonardo stared back.

"So be it," Shredder said. "Kill the red one."

Leonardo gasped.

Footbots grabbed Raph's arms and pulled him into a kneeling position. Tiger Claw left Leo and put his blade over Raphael's throat instead.

Tiger Claw's hand tightened around the sword, and he moved it to one side, preparing for the quick slice back.

"No! Wait!"

Tiger Claw looked at Shredder, who nodded, and turned his attention to Leo.

"Where is Splinter?"

"I won't tell you."

Shredder raised a hand to Tiger Claw, preparing to give the order.

"But," Leo hurriedly continued, "There is information I can give you that will be of use to you."

"Explain."

"You want the altered mutagen? I know where some is being kept. Tons, in fact!"

Raphael glared at him. "Leo, what are you doing?"

"The mutagen is not what I demanded. I demanded your Sensei."

"If you have the mutagen, why do you need that information? You can go back and change all that. You can build the future you wanted to come to pass."

"Then where is it?" Shredder growled. He walked to Leo and positioned his gauntlet's blades on either side of his neck.

"I'll tell you," Leo said, "If you let Raph go."

"Leo, no!"

Leonardo ignored him.

Shredder clenched his teeth. "You are in no position to be making demands, turtle."

"Oh, really? There's not much of that kind of mutagen left, and no more will be produced after my brothers stop Kraang Prime. They're over where the mutagen is right now, and if you don't hurry, they'll destroy it before you get any."

"I do not take orders from lowly mutants!"

"Fine. Don't. Stay here in this timeline for the rest of your sad, lonely life when you could have had Tang Shen back if you'd only made an exception this once and listened to me."

Shredder growled and retracted the gauntlet's blades. "Just this once. I will release your brother."

"Don't just release him," Leo said. "I want him out of here without another scratch, and I want proof that he's walked outside of Foot Clan territory without being followed."

"And you as well, I assume?"

"I guess I can't ensure you won't go back on your word unless I stay behind to wait until he's safe to give you the information."

"Leo, if you don't stop this nonsense right now-"

A footbot shoved its hand over Raphael's mouth. Without nerves, it did not flinch or let go when Raph bit down on the hand.

Shredder paused for a long while. "Very well. Take him away."

The bots released Raph, then contained him again a second later when he tried to rush for Leo.

Raph cursed and kicked and squirmed as they dragged him towards the door. "Leonardo, I swear if you don't put an end to this right now- what is your plan? This is nuts! Are you out of your mind?"

Leonardo watched helplessly as the footbots pulled him further away.

Realization sank into Raph's features. He stopped struggling. His eyes grew wide, his mouth slack. Once he had dropped his warrior's demeanor, his expression echoed not the grown-up soldier's poise he always fought so hard to maintain, but that of a terrified fifteen-year-old. A scared boy. "Brother?"

The door slammed shut.

Next chapter Sunday. Have a great day, y'all!