A shadow of tentacles could be seen down a dimly lit tunnel. In the middle of one of the tunnels, lying unconscious was Leonardo.

LEO: Fear. We face it every day of our lives. Sometimes, fear can be a friend that fights by your side. Making your reflexes quicker and your senses sharper.

A growl could be heard as the shadows disappeared. Leo slowly sat up and opened his eyes. He stood up and began to take in his surroundings.

Other times, fear is a liar. Confusing you until you can't believe your own eyes.

Leo's eyes widened in both shock and horror as he saw something up ahead, it was Master Splinter lying unconscious on the ground. He immediately ran over to him and held him in his arms, he was not moving or even breathing.

But the very worst fear; is the fear that destroys all hope and I'm afraid….that my worst fear has just come true.

"No! Master Splinter…..NOOOOOOOOOO!" Leo screamed, his voice echoing throughout the caverns.


THE DARKNESS WITHIN

In the abandoned warehouse, Danny and the Turtles were helping Donnie work on the Battle Shell. Raph however, wasn't exactly thrilled to be working late on their vehicle.

"Donnie, these techno-geek midnight brainstorms have gotta stop." Raph complained.

"Are you kidding me?" Donnie said with a smile, standing there with a blowtorch. "When we're done, the Battle Shell will be sweeter than….."

However he was interrupted by the sound of someone banging on the warehouse door.

"Guys! Guys! Are you in there?!" The sound of Angel's desperate cries could be heard.

They immediately opened the door and there was Angel and she looked extremely upset and worried.

"Guys! You gotta help me! Something terrible has happened!" Angel exclaimed.

They immediately climbed into the Battle Shell and drove down the street. Donnie asked as he was driving, "Where are we going?"

"Wall Street in Hanover." Angel answered.

Leo looked at the map and told Donnie, "Take the west side highway."

"Wall Street? Is this about your portfolio?" Mikey asked.

Angel said nothing and simply held out to Mikey what appeared to be a solid gold coin. Mikey looked at it with wonder and held it in his hand. He inspected it and it really was solid gold.

"Gold? No way!" Mikey exclaimed.

"Angel, where did you get a gold coin?" Raph asked.

"My brother Ryan gave it to me." Angel answered. "He found it at a construction job he was working, at the Volpeheart Building."

"It's dated 1611." Mikey said as he continued to inspect the coin. "Your brother found buried treasure?"

Tears began to fall from Angels eyes as she continued, "I told him not to go back. I told him I had a bad feeling about it. That was three days ago and since then….nothing."

"What about the police? What did they say?" Danny asked.

"They were the first people I went to, but they said they were too busy still dealing with the fallout from the invasion to look for some punk on a treasure hunt." Angel cried.

Raph pulled her into a hug and comforted her, "It's okay kid. We'll find your bro."

They turned down Wall Street and then came up to an old looking mansion. It certainly looked sinister enough, especially at this time of night.

"Man! Talk about creepy central." Mikey commented.

They opened the doors to the mansion and walked inside the dark building. It was strange that they walked in and there were no alarms and the door wasn't even locked at all.

"I don't get it. What kind of building on Wall Street doesn't have any security?" Donnie wondered.

"Hey guys. Look at this." Danny said as he and Angel were looking at a stone busk of a man. He looked at the inscription and read it aloud, "C.M Volpehart, 1616. He looks kind of….creepy looking."

"You have come…" A sinister sounding voice spoke, spooking Angel.

"Who said that?" Angel called out, confusing the others as they didn't hear the voice at all.

"What? Are you okay Angel?" Leo asked her.

"It's probably my imagination. I'm a little freaked out, that's all." Angel answered, looking around for the person behind the voice.

She suddenly heard it again, "Come to me….find the way….."

As if she was in a trance of sorts, Angel walked towards the wall and lifted up the curtain to reveal some kind of pyramid reaching up to some sort of fireball. She reached up and pressed the pyramid. The pyramid glowed and suddenly, the entire building began to shake. The same image on the floor that Danny and the Turtles were standing on particularly shook the hardest.

The fireball at the top of the pyramid suddenly opened up, revealing a winding staircase going down. The shaking stopped and they all looked at the staircase, wondering where it led to.

"Angel, how did you do that?" Donnie asked her.

Even Angel was shocked and spooked by what happened, "I don't know…..I just sort of knew it was there."

The six of them then began to head down the stairs, leading them to a darkly lit hallway. Thick cobwebs hung from the ceiling, the floor wet with water and the sides of the room, were skeletal remains.

They walked to the end of the hallway, leading to another closed door. It too, had the same pyramid symbol on it. At the top, it had writing in a different language.

"Ladies and gentlemen, welcome to Creepsville." Mikey commented.

"What does the writing say Don?" Leo asked.

"It's Italian." Donnie answered before translating. "It says, abandon all hope, ye who enter here."

"See? What did I tell ya? Creepy!" Mikey yelped.

"Yeah? Well check this out." Raph said, pointing to the skeletal remains surrounding them.

Mikey was now completely freaking out now. The skeletons on the floor were all wearing worn and ripped clothing from different eras. Angel however didn't care. All she wanted was to save her brother, and no warning or skeletons were going to stop her.

"We gotta find my brother! He has to be here!" Angel cried and ran over to the door and began to bang on it, despite the others protest.

Suddenly the eye at the top of the pyramid began to glow a crimson red. The same voice that Angel heard was echoing all around them, "Come to me….power…..come to me….."

Suddenly, the skeletons rose up and began ascending towards them. Mikey yelped, "Is it just me or is this way off the creepy metre?"

Raph growled and charged at one of the skeletons, ripping its head off with his sai. But even without its head, the skeleton managed to punch Raph in the face, knocking him backwards. Donnie blocked the blade coming from the skeleton he was fighting against, before he swung his staff right at it and broke it into pieces.

Danny changed into his ghost form and blasted one of the skeletons back and then used his sword to block the oncoming axe of another one. Danny then ducked down and sliced the skeleton's legs off, but the creature started crawling at him with his axe still swinging really freaking Danny a bit.

Leo blocked the sword of the skeleton he was fighting and then elbowed it right in the face. All the skeletons that they had taken care of however, immediately got back up despite the broken parts and started coming towards them to attack.

"These things are tough! No matter what we do to them, they just keep coming!" Danny exclaimed.

"Yeah and there's more of them! Look!" Mikey called out as he kicked back the skeleton that was holding onto to his nun chucks.

They looked and saw more skeletons coming. Suddenly, an old man with a lantern came down the stairs and called out to them, "Fools! You cannot kill the dead! Run! Follow me!"

The skeletons came after them as Angel, Danny and the Turtles followed the old man out of the tunnel and back up the stairs. The old man quickly pressed the pyramid button again and closed the stairway, just as one of the skeletons was almost there. The door closed, chopping off the skeleton's head as it did.

"What the shell is going on around here?!" Raph demanded.

"Silence! You shouldn't have come here, but it is too late now." The old man said grimly. "You have gone too far and now, there is no going back. If you truly want answers to your questions, then follow me."

They followed the old man up the stairs of the mansion, going into a large grand library. Above the fireplace, was a portrait of the same man they had seen the statue of; C.M Volpahart. The old man standing before them had white hair at the back of his head, a white beard and wore round glasses.

"Uh sir? Aren't you at least a bit freaked out seeing us?" Donnie asked, wondering why the man wasn't running in fear at the sight of him and his brothers.

"I have seen strange things in my life, so very little surprises me." The old man answered. He then warned them, "But know this, the money you seek will never be yours. It is bait for a trap and only a gruesome fate awaits for those who go after it."

That caused them all to cringe with slight fear. Angel then spoke, "We're not here for the money. We're looking for my brother. He's tall and has brown hair."

Leo showed the old man the gold coin as he further explained, "He found this coin here and came back looking for more. That would've been about three days ago."

The old man nodded as he took the coin and said, "Yes. He was here and I gave him the same warning I gave them all, but he ignored me. He went through the golden door and never returned."

Raph pulled out his sais and said, "Then we'll just have to go in after him."

The man frowned at Raph's attitude towards the situation and snapped, "Ignoramus! Perhaps you will change your mind when you learn a bit more about what you will find there."

He pulled out a book from the shelf that had the same symbol they had seen on the wall, the floor and the door. He opened the book and began to explain, "A thousand years ago, a meteorite fell to Earth. It bought with it, a creature of terrible evil and insatiable hunger. Whispering promises of great wealth and power, the creature lured the gluttonous and greedy to its side. Fortunately, the native people proved too strong of character and were able to resist the creature's power. In fact, they created a weapon made from the glowing red stone of the meteorite itself to protect themselves from the creature. But before they could slay the monster with the meteor spear, the call of the creature's lure journeyed all the way across the sea to a race of men filled with greed for the gold of the new world. One such man was C.M Volpahart. Stealing the spear, Volpahart took the land by force and his fortune grew. His dark legacy endured and the ancient evil creature from the stars thrived. It is no accident that the financial capital for the entire nation, surrounds this very house."

"But what about you? How do you fit into all this?" Danny asked the old man.

"I am Volpahart's heir." The old man answered as he looked at the portrait of his ancestor. "I vowed to destroy the creature for it had cursed my family…but I was too weak. I had been too long under its influence that no matter how much I tried to end it cursed life, I could not."

He then faced them all and asked, "Do you still wish to face this beast?"

Leo looked at his brothers and they too knew that they had to save Angel's brother. Leo answered, "We have no choice. We have to."

The old man opened a hidden section of the wall and pulled out the meteor spear and held it out to Leo as he said, "You have courage. Here is the meteor spear. May it serve you in your time of need."

Leo held the spear in his hands. The old man opened the stairway for them. Angel then said to them, "Hey guys! Wait up."

"Sorry Angel. You gotta stay here where it's safe." Leo told her, not wanting her to get hurt.

Even though she didn't like it, she knew they were right. She then said, "Be careful and find my brother."

"We will." Leo said. "I promise."

They once again descended down the stairs and as soon as they reached the bottom, the top of the door glowed again and the undead began to rise once more, coming towards them with weapons in hand.

"Great! Here come the bone brothers again." Raph commented.

"Back off!" Leo yelled at them as he held the spear at them.

The skeletons began to screech in terror and immediately backed away from them. Clearly they were frightened of the spear, giving Danny and the Turtles a full advantage over them. As they continued forward, the door opened and they entered inside. The door closed behind them, leaving them to face the darkness that awaited them.

They continued down the tunnel, Leo leading the way with the spear at the ready. Danny then asked, "Do you guys buy the old man's story?"

"After those skeletons, I'm about ready to believe anything." Leo answered.

They entered and found themselves in a large underground cave. On a ledge was a stone pyramid lying face down and at the top, was a huge red stone in flames.

"I guess that must be the meteorite the old man told us about." Donnie said, gesturing to the large stone.

Danny then noticed on the walls were large pods. He called out to his brothers, "Guys, come take a look at these. I wonder what they are."

They came over and took a look. Danny then pulled out his sword and sliced the pod open, revealing another skeleton wearing a civil war uniform and bits of paper fell out as well.

Donnie picked up one of the papers and looked at it and then told his brothers, "This is a Civil War bond. This guy must be a hundred and fifty years old."

"There are thousands of these cells." Leo said as he looked at all the pods on the walls around them. "If Angel's brother ended up here, it could take us weeks to find him."

Just as they were about to conduct their search, several huge red tentacles came out from the tunnels and began to surround them.

"Don't look now guys, but the creepy metre just went Death Con 1!" Mikey exclaimed.

"Is it more than one creature?" Leo wondered.

"I don't know." Donnie answered as they pulled out their weapons ready to fight.

"I don't want to know." Mikey added, feeling creeped out.

Raph charged and just as he did, a tentacle grabbed Mikey and held onto him tight. Just as Danny was about to change into his ghost form, a tentacle wrapped around him and he suddenly felt like all his energy was being drained from him and he couldn't change into his ghost form or even turn intangible.

"What the….." Danny struggles as the tentacle wrapped tighter.

"Hold on guys!" Raph shouted and ran over to try and help them, but he was captured as well by tentacle that snuck behind him.

Donnie was next to be captured and before Leo could help him, the tentacle grabbed him as well and forced him to drop the spear and just as another tentacle reached for them all, Leo screamed and it all faded to black.

Leo gasped as he woke up and found himself covered in some kind of slime, sitting in a dark red-lit place on some form of chair. He looked around and wondered what happened. Suddenly he heard something banging against the wall of his cell and turned to see a figure outside.

The figure finally ripped open the pod and pulled it apart to reveal it was Master Splinter. Leo smiled with relief and asked as his father helped him out of the pod, "Master Splinter, what are you doing here?"

"I sensed you were in trouble my son. I came to rescue you." Splinter answered.

"Where are the others?" Leo asked.

"We must find them." Splinter said.

They suddenly heard a noise and looked up at the ceiling to see more tentacles coming towards them. Splinter then said, "And we must hurry."


Donnie walked through the caverns looking for the others. He then stopped when he saw standing before him was Angel.

"Angel, what are you doing here?" Donnie asked her. "We told you wait upstairs."

Angel however merely laughed and began to run down the tunnel, like it was some sort of game.

"This is no time for games." Donnie called out to her as he chased after her. "Where are you going?"

He followed her out of the tunnels and found her standing on the edge where the meteorite was. Now really scared for her safety, he tried pleading with her as he walked closer, "Angel, I don't know what's going on, but get away from the edge."

She continued to smile and laugh however, acting like there wasn't any danger at all. Suddenly, she lost her footing and screamed as she fell over the edge. Donnie gasped and walked over, looking over the edge and saw there was no sign of her.

"NOOO!" Donnie screamed.


Mikey groaned as he woke up, finding himself lying down in one of the tunnels. He sat up and looked around, finding himself all alone.

"Leo, Danny, Raph, Donnie….are you guys here?" Mikey called out, feeling frightened.

Leo suddenly appeared in the darkness and answered him, "I'm here Mike."

Relieved to see his older brother, he then asked him, "What happened?"

Leo smiled and began to answer, "The creature got us, but it was merciful."

Mikey at first was relieved, but then stopped and began to feel nervous as Leo continued, "It offered us the chance to join it, to serve it and become just like it."

Leo suddenly came out of the darkness and revealed one of his arms was no tentacles as he finished, "I took its offer."

His eyes glowed red and he came charging right at Mikey. Mike pulled out his weapons, but Leo wrapped his tentacles around his arm and then kicked him away.

Mikey groaned and looked up at his older brother in fear as he stood over him, "Leo…."

Leo laughed and Mikey screamed as he was wrapped up in tentacles.


Raph was walking through the tunnels, looking for his brothers when he suddenly heard a dark laugh echoing everywhere.

"What's that? Who's there?!" Raph demanded.

Out of the shadows came the Shredder. Raph growled as he pulled out his sais, "Why am I not surprised that you're behind all this? And I bet Plasmius is also behind this as well. Bring it on!"

He began to strike at the Shredder with his weapons, but the Shredder blocked each strike and then punched Raph right in the chin knocking him back. Raph groaned as he hit the wall, but he quickly recovered and stood back up, not going to give up.

"Alright Shred-head! Let's try that again!" Raph shouted as he charged once again.

He flipped over and knocked the Shredder down with a kick with his feet. He then jumped up and slammed his elbow right into the Shredder's chest. He was about to punch again, but the Shredder punched him back and flipped him to the ground, holding him down with a strong grip.

Shredder was about to deliver the final blow with his gauntlet, but Raph managed to raise a fist and knock the helmet right off his head. However, it was Oroku Saki's face he saw, it was…..his own!

Shredder Raph smirked down at his counterpart with glowing red eyes. Raph looked at himself with horror as he said, "No….you're….me!"

Shredder Raph laughed as he delivered the deathly final blow.


Danny groaned in pain, but felt a gentle hand caress his cheek and heard a familiar voice, "Danny honey, wake up. I'm here"

His eyes opened and saw it was his mother Maddie Fenton!

"Mum! What are you doing here? On Earth?" Danny asked as Maddie helped him sit up.

"I came down to see you and you're sister, but Master Splinter sensed you were all in danger and so I tracked you all here." Maddie answered as she hugged him.

"Have you seen any of the others?" Danny asked as he returned the hug.

Maddie shook her head and they both stood up. Maddie continued to smile at her son, but then suddenly she screamed as she felt a blast hit her right in the middle of her back. She fell to the ground in Danny's arms. Danny gasped and looked to see it was Vlad Plasmius, laughing as his hand was smoking from the deadly blast he shot at Maddie.

With one final laugh, he flew out of the caverns. Danny held his mother tightly and watched as she caressed is cheek once more before releasing one last breath and closing her eyes forever.

Tears began to fall from Danny's eyes as he screamed, "Mum! NOOOOOOOO!"


Leo stood with Master Splinter, swords at the ready to fight against the creature that sought to attack them. The tentacles attacked, Master Splinter seemed to be blocking the tentacles okay at first, but it wasn't long until several tentacles grabbed him and held him up high.

"Leonardo!" Splinter called for help.

Leo gasped and watched as the tentacles squeezed Splinter, causing him to gasp in pain before letting him go.

"NO!" Leo shouted as he ran over to his fallen father.

He held him in his arms and tried to wake him up, "Master Splinter!"

Splinter didn't move or even breathe. Leo shouted with grief, "No….No….NOOOOOOOOO!"

Leo gasped as he woke up again and found himself back where he started. He looked around and wondered what happened, especially with what he just saw happen to Master Splinter.

Suddenly he heard something banging against the wall of his cell and turned to see a figure outside. The figure finally ripped open the pod and pulled it apart to reveal it was Master Splinter alive.

"Master Splinter?" Leo asked, completely confused.

Splinter helped him out of the pod and Leo began to stutter, "Master Splinter….but I just saw you… and….."

"You are confused my son." Splinter said with concern.

Leo however shook his head and stood up and began to explain, unaware that Splinter's eyes began to glow red, "No. I saw that monster and it picked you up…..you can't be my sensei….something is not right."

Splinter suddenly hit Leo with his walking stick right in the back and knocked him down. Leo sat up and looked at Splinter, confused by his actions. Now he was starting to feel that this wasn't really Master Splinter.

"You have disappointed me Leonardo." Splinter snarled as he came closer. "I now must teach you your final lesson!"

Leo backed up a bit and looked at Splinter with fear as the rat raised his weapon to strike. Leo acted quickly and kicked Splinter back. He looked and saw one of his swords standing and grabbed it as he spoke, "This can't be happening! None of this can be real. You can't be the real Master Splinter!"

Splinter levitated his weapon to him and began to fight against Leo. Leo cut the weapon in half, but Splinter knocked him back with his tail and gasped as Splinter leapt up to attack him while he was down.

Out of pure instinct, Leo raised his sword and there was a sickening sound as the blade pierced Splinter right in the chest.

Splinter groaned as looked at Leo in sadness, his eyes no longer glowing, "Leonardo….what have you done?"

Leo closed his eyes and shook his head as he shouted, "No! It's not real….IT'S NOT REAL!"

Splinter's eyes began to glow red once again and he laughed at Leo's suffering.

Leo gasped as he woke up again and found himself back where he started, only this time he knew what happened with Splinter never really happened. Using his sword, he sliced open the pod and freed himself. He looked around and saw they were still in the cave.

He then turned and saw four other pods glowing red and had a feeling that there was where his brothers were being held. He sliced open one of the other pods and found Danny inside, he groaned and grimaced as he repeatedly experienced the same nightmare over and over again inside his head, just like Leo did.

(INSIDE DANNY'S HEAD)

Danny held his mother in his arms, mourning for her loss when he suddenly heard Leo's voice call out to him, "Danny! Danny! What you're seeing isn't real! Wake up!"

Danny gasped and looked at the wall to see Leo standing there shouting once again, "DANNY WAKE UP!"

Danny gasped as he fully woke up and found him sitting in the pod just like Leo was when he woke up. He looked at Leo and asked, "Leo! What the heck happened?"

"It was a dream….more like a nightmare." Leo answered as he helped Danny out of the pod. "We've got to wake the others up."

After releasing Mikey, Donnie and Raph from their cells, Leo explained to them what happened after they were captured, "And somehow this creature was manipulating our minds."

"Well I don't like being anyone's lunch asleep or awake." Mikey said as he crossed his arms.

"Let's get Angel's brother and get the shell out of here." Raph said and they all agreed.

"And we should do it before the creature discovers we're awake. Whatever that thing is, it definitely has an effect on my ghost powers." Danny added.

Leo then said, "When I opened your cells, they were glowing. Something to do with the creature's power."

They looked around until they finally found a cell that was glowing red, just like theirs were. Raph cut open the cell with his sai and the pulled it open to show Ryan inside experiencing a nightmare just like they were.

"No! She's just a kid!" Ryan screamed and then Raph and Leo pulled him out of there.

As they began to head for the exit, Ryan groaned as he fully woke up and jumped a little in fright as he pulled himself out of Raph and Leo's arms.

"Who are you?" Ryan asked as he fell to the ground.

"Don't worry. You're hallucinating." Raph said, trying to keep Ryan calm. "We're just part of a very weird dream. Now let's get out of here before it's…."

Suddenly the walls began to shake and the creature's tentacles began to appear and began it attack, knocking them all down with powerful strikes. Leo and Danny continued to dodge the tentacles left and right until they found themselves standing near the edge of the fire pit.

They nearly fell but quickly regained their balance and dodged the next wave of attacks from the creature. Leo and Danny stood together and then Leo saw the meteor spear next to him and picked it up, feeling like they now had the advantage once more.

Suddenly the ground began to shake and everyone scattered as out of the floor came a terrifying kraken-crab like creature with wings and a glowing red stone at the top of its head, roaring as it stood before Leo and Danny.

It then spoke, "Feel my power. Feel my strength. You cannot fight me and you cannot win. If you serve me, I will give you cities and I will give you power and wealth. I will give you the world."

Danny groaned as he felt a searing pain in his head, as if the creature was trying to get inside.

Leo's eyes began to glow red as he felt himself entranced by the creature's power and said darkly, "The world…."

Leo dropped the spear and Danny continued grimace in pain as his eyes too began to glow red, but Leo somehow managed to get out of the trance, his eyes returning to normal and grabbed the spear once again as he shouted, "Sorry, not interested!"

Without hesitation, Leo threw the spear and it hit the creature's forehead dead on, causing it to screech in severe pain. Danny's eyes returned to normal and the pain finally stopped. A bright light shone from the creature and then suddenly, it just disappeared.

They all looked in amazement and relief that the creature was finally gone forever.


Upstairs, Angel watched as the old man fell to his knees and said with relief, "Your friends have done it. They have defeated the beast."

He closed his eyes and said weakly, "I am finally free from its grasp."

"Free? What do you mean?" Angel asked, confused.

He turned and revealed his glowing red eyes as he confessed, "My name is C.M Volpahart."

Angel gasped as she realised that he was telling the truth. Thanks to the creature's power and influence, C.M Volpahart had lived for a very long time. Unable to die or even move on, but now that the creature had been destroyed, all the years began to catch up with him and fell to the ground and with one final yell, he turned to ashes, leaving nothing but his clothes.

The doors to the library opened and Angel gasped as she saw Danny and the Turtles, along with Ryan.

"Angel?" Ryan called out to her, happy to see her.

"Ryan!" Angel shouted in joy as she hugged her brother. "You're alright!"

"He will be, after a nap and a shower." Donnie said.

Mikey walked over and stood in front of them as he asked, "Hey, where's the old dude?"

Angel looked at Mikey and answered, "You're standing on him."

Mikey looked down and saw he was in fact standing on the old man's ashes. He yelped and jumped away, "Gross! Gross!"

"Come on guys. Let's go home. I've had more than enough weirdness for a life time, let alone one day." Donnie said, and the others couldn't agree more as they climbed into the Battle Shell and started heading home.

A man was walking down the street, when he suddenly heard the payphone ring. He looked at it confused, but answered the call, "Hello?"

"Come to me!" The creature's voice spoke in his ear from the phone. "Serve me and I will give you power and wealth! I will give you the world."

The man's eyes began to glow red. Was the creature really defeated? Well….was it?

THE END

Danny and the Turtles are off to Beijing! When Vlad and Saki make a plan to take something from the generator that's keeping the City of Beijing floating in the air, Karai and Valerie show concerns for the lives of the people living in the city. With no choice, they recruit the help of Danny, the Turtles and the return of a friend thought gone forever! Will they be able to save Beijing? Are Hun and Stockman secretly plotting to be rid of Dr Chaplan, Karai and Valerie forever? And what does Dr Chaplan have in store for them this time? Find out next time on Danny Phantom and the Teenage Mutant Ninja Turtles in: Mission of Gravity!