Disclaimer: I do not own Teenage Mutant Ninja Turtles... I wish I did.

Authors Note:

Chapter 3

How low have I fallen, Karai thought miserably to herself as she pleaded with the council of the Foot Clan.

It had been weeks since she had last fought the turtles, and had devoted every waking moment to mending her fathers broken empire. However Chr'ell had depleted most of his wealth rebuilding New York from the alien invasion; while simultaneously creating his rocket ship. With little choice Karai had been forced to ask the foot clans council members for help.

Inside her office she held the video conference between her and the most influential of the Foot. From her perspective she could see them sitting in the council room at a long table that held nine chairs.

"My Lords and Lady's of the council, the New York faction of the foot has been diminished by the reconstruction of the tower as well as the loss of life during the war with the Tengu Shredder. As the daughter of your former master and the new Shredder I ask your guidance in restoring this outfit to it's former glory." It burned Karai's tongue to have to ask the Elders for assistance; but she had no choice.

When the Foot was refounded for the second time in history ,the teachings of Oroku Saki or this time Chr'ell, were spread all throughout Japan; creating disciples in each corner. Eight regions divide Japan: Hokkaido, Tohoku, Kanto, Chubu, Kansai, Chugoku, Shikoku and Kyushu. And so he gave each region a leader; to govern it and oversee the Foot business within their realm.

When Saki first brought Karai before the council and announced that he had found his heir, they had no quarrels withaQ her; thinking they could easy dominate a little girl. But as she grew it became clear to them that she was as stubborn and obstinate as her adopted father.

"We will not give anymore funding to the New York Foot." The Lord of Chubu bluntly stated; he was a tall slender elderly nobleman with a perpetual scowl on his face.

Karai fixed him with a hard stare. "And why not?" she questioned with a clipped tone to her voice.

"you're obsession with these so called mutants has cost more time and money than it's worth; with little results to show from it." The middle aged obese Lord of Kyushu mocked her with quotation marks around the word mutants.

"Because while they live, they insult my fathers legacy." She heatedly drawled, "The Foot clan should be honor bound to slay those who destroyed there master."

"Oroku Saki was our Shredder and he and his forefathers gifted our families with the charge of eight regions of Japan; we will always be grateful to them." The Lady of Kanto I silver haired woman in her late fifty's solemnly nodded; but quickly followed up with, "But when he left Japan we advised him not to go, he did not listen and his fate was sealed." The Council had never known their masters true origin, Saki had been so reclusive his lack of predecessors was never brought to light; and so his interests in New York were a mystery to the council.

Sitting at the head of the table in the chairman's seat was Tatsu, he was bald, dressed in a simple black and white robes and his eyes, one of the most distinguishing of his features, were clear grey. He was blind.

"We have been patient long enough but it's time that the New York Foot came home to Japan, they are needed here." The rest of the council members nodded in agreement, it was at this point she realized that this wasn't a discussion ;it was command.

Tatsu was the most skillful swordsman in the foot and Karai once held him with nothing but respect; something he had never shown her."We will not leave, my father-"

"Your father is gone and it is time for the Foot to move on, we need a new Shredder and frankly dear we aren't so sure you are capable of the job." Tatsu had been her father's right hand man before he had taken her in; his devotion to her father was not unlike Hun's however he was much more cunning and resourceful than the gigantic oaf.

Red hot fury flashed before Karai's eyes, "How dare you."

"Since you have become the Shredder you have led the New York Foot to ruin; you allowed the heart of tengu to be stolen from your possession, the demon to be released, and then worked alongside it's thieves to destroy the relic."

"Working with the turtles was unavoidable, I had no choice." She defended.

"And I'm afraid that we have no choice, we will give you twenty four hours to give your resignation."

"Never, my father gave the title to me."

"Then he was a fool." And with that last word they ended the transmission.

She stared unblinkingly at the screen; without breaking her gaze she took up her tanto and split the screen in half, static sputtered and electricity ran wild till finally it succumbed to flames.

Turning her back to the fire, she walked to her brand new desk; thanks to Hun, and pressed the call button.

"Get me Chaplin."

...

Sitting on the floor of his private quarters in the the Foot towers Khan meditated breathing in and out, totally at peace; that is until the sound of his phone ringing awoke him. With a grunt of annoyance he quickly put the phone to his ear. "Yes?" He heavily breathed out with a note exasperation in his voice.

It was Tatsu,"We delivered the ultimatum to Karai. She did not take it well."

"She won't give up without a fight, my lord, she is every bit her fathers daughter."

"We anticipated nothing less, that is why we called you, make it simple for her."

"It will be done." Quickly ending the call his fingers speedily dialed a number he would usually be loathed to call.

"Hun it's me, tonights the night."

...

"Chaplin I need an army of Foot bots, Karai legions and anything else you can whip up on short notice ;we're going to war." She barely gave him a glance while preparing a plan of attack to address to her remaining soldiers about the impending civil war.

"Well sure I can do that no problem but listen I'm glad you called me, there's something I've been wanting to show you." He could hardly contain his enthusiasm; nearly bouncing on the balls of his feet.

"Chaplin, I don't have time for a dinner date now, I have to prepare." Karai made to breeze past him but Chaplin hastily intercepted her escape.

"Mistress please I promise this is something you'll find really interesting."

She huffed in frustration crossing her arms in front of her."Fine but make it quick."

Karai followed him into the elevator down several floors from the penthouse office/temple; the entire journey was left in tense silence.

Finally they arrived on the 33rd floor opening up to a lab she had never seen before, stepping inside her gaze was drawn first to the giant tube centered in the middle of the room with a black curtain drawn around it.

"All right Chaplin, what is it that you want to show me."

With a thousand watt smile the scientist grabbed the dark cover and with an aggressive yank revealed his creation.

Sitting inside suspended by fluid floated a little boy not much older than maybe five or six, naked and crunched up into a fettle position. He had black bluish hair and was distinctly Japanese.

"This is what I've been working on these past few weeks, you wanted your father back and I've recreated him for you, I know he's not an utrom but I figured that human clones would be easier to recreate."

He waited for a reaction but recieved non; he could not read her expression she just stood staring at the clone.

"I used Chre'lls DNA as well as the original Oroku Saki to make a perfect blend of both."

Getting a little nervous from her silence; he quickly explained,"Don't worry a few more weeks inside the tube and he will become a full adult, he'll be just like your father."

Finally she said something, but not what he was hoping for. "Get out."

He blinked mystified "What?"

"Get out."

"Bu-But Mistress Karai I was hoping that we could maybe celebra-"

"GET OUT CHAPLIN!"

Next thing he knew he was running for the elevator door; pushing the any button to get out of the sullen woman presence. By the eighth time he pressed it the door shut and he slumped to the ground in relief. He felt dazed and confused; why had she reacted that way? He had been hoping she would have been ecstatic with his gift; maybe even reward him with a kiss. Not daring to go back and ask, he decided to work on the projects for the upcoming war; just to try and get back on her good side.

...

"Phoenix, show yourself."

Blazing into existence the older japanese woman stood by her daughters side gazing up proudly at the clone in the tank.

"He's beautiful isn't he? Just like I knew he would be."

Grinding her teeth in annoyance at her mothers cryptic words."Is this what we've been waiting for? A child?" She asked without taking her gaze away from the boy floating like a pickle in a jar.

Phoenix smirked,"Not just any child dear Oroku Saki in the flesh."

"It's not Oroku Saki; It's just a clone."

"He may be but he's here, and it is time for all of us to leave."

Finally tearing her eyes from the tank her volume rose. "What? What do you mean leave?" Karai's brow furrowed in confusion.

"I mean it is time for us to go and leave New York. To leave the Foot."

"Mother I can't leave this is my home. Father left me in charge until-"

Crossing to stand in front of Karai, Phoenix swept her hand behind herself toward the tube. "That thing will never return to earth, he is our past and now this child is our future. We must go."

"No. I have responsibilities here; I am the Shredder. The Foot need me."

"The Council plots your death my daughter; they are sending assassins here tonight to kill you."

Karai did not flinch at this statement; she had already thought of that."Let them come I will be ready for them."

"Why die for something meaningless as a piece of armor, when you can live for something more ; look at him."

She did. The boy looked so small, so fragile, and innocent, just floating there unaware of the evils of this world. So pure, new, and helpless. She could feel her resolve crumble, like clay.

"If you win and we stay, he will grow up the same as you. He will be destroyed and rebuilt into the image of the Shredder. Is that what you want?"

No that's not what she wanted, this life was one she wouldn't wish on her worst enemy; let alone a child. The memories of her own childhood: growing up in the foot, the harshness of her training, the politics of the clan, the punishments of failure; It would be cruel.

"Where will we go?"

"We will seek asylum with the Tribunal, they will help us."

"Are you so sure? I'm the Shredder, daughter of Chr'ell the last Shredder. Why would they help us?"

"Because they wan't my power, more than they hate the Shredder. Do you have the necklace?"

Karai fished from her pocket the Jade pendant, it glittered under the fluorescent lights.

Handing it to her mother, she turned her attention to the tank. Taking her tanto from her hip she made a few swipes then burst forth breaking through the glass and clutching the boy to her chest before he fell. The liquid spewed out onto the floor like a river.

Looking down at the child Karai felt a strong maternal instinct awaken in her; the need to protect this small creature. So engrossed in him she hardly noticed that she had cut her arm on the glass while breaking the tube. Picking up the black sheet that had been used to conceal the tube she covered the boy.

"We need to leave the impression that I am dead, best way to do that is to leave no evidence behind."

"Leave that to me my child," The talisman began to glow in the asian woman's hand and engulfed them all in an inferno of green. Flames shot out from all sides blowing the windows apart, incinerating all evidence they were even there, except for the jade pendant that fell to the floor.

...

The Tribunal were not surprised to see Karai and the Phoenix as they arrived in jade fire; they had given Karai the talisman after the battle against the Demon for a reason. They were however mystified to see Karai slip to the floor cradling a young Oroku Saki in her lap.

"What is the meaning of this?" Kon asked his wind whipping around him like a hurricane," Who is this boy?"

"He is the reincarnation of Oroku Saki and my dragon." The Phoenix stood proud before the the ninja masters in her human form.

"How dare you bring him here, this is a holy place." Chikara seethed.

"Phoenix," Juto voice resonated against the stone of the temple," When we told you to pick a dragon we meant one of us."

"Oroku Saki is my one and only dragon, I will have no other."

Chikara shook her head in disbelief, turning to glare at Karai and the boy."That Demon is not welcome here, he nearly destroyed the world the last time he was brought back to life."

"He may share Oroku Saki's DNA but he's not the same person." Karai said hugging the child closer to her returning the mistress of strength hateful look with one of her own.

Turning to address the young woman for the first time Kon said "You also possess the demons energy that comes from the Shredders mantle; the only reason we didn't destroy you after the final battle was because Phoenix asked us not to." His scowl deepened as he continued. "However this new incarnation of Oroku Saki is very troubling to us."

"Why? He's just a child he can't possibly harm you." Karai pointed out.

"We do not fear him now girl; we fear what he may one day grow up to be."

"Chikara is right." Juto walking down the steps of the throne toward them; Karai tensed preparing for a fight but Phoenix held her ground watching as he drew closer.

"We don't know what will come of this strange being, how do we know that he won't be a threat to us later in his life?"

"If he is raised inside the temple and learns your teachings he will have a chance to be different from the original Oroku Saki."

"You want us to raise him? We are mystic warriors of ninjutsu, not nannies." Chikara huffed.

"You will only train him in the ways of the ninja, Karai and myself will bring him up."

"The girl is also the Shredder, a link to his past, do you think it wise to have her raise him?" Kon asked as he glanced at the girl in question.

"Karai will be a wonderful mother to him," Phoenix claimed," And i will be a doting grandmother; together we will give him a loving home."

Karai paled at her mothers words; she had never thought or wanted to be a mother.

"I only came to you out of some twisted sense of loyalty if you don't want us here we will be happy to leave." the Phoenix heatedly declared.

"You think we'd let you leave knowing that the one we fear lives?" Kon asked rhetorically.

"You think you can stop me?" Phoenix countered back.

"And where would you run off to if you could "leave"; back to New York?"

"To the dreamscape."

"No!" Karai almost bolted up off the ground but was quickly reminded of the boy she held in her arms. "I'm not going back there."

"We'll discuss it later my dear" "No we'll discuss it now."

"That won't be necessary." Juto placated them turning to his fellow mystics," I believe it would be best for now to allow them to stay; that way we can see for ourselves, whether the boy is a danger to himself and others."

Hisomi and Kon nodded, Chikara looked as if she wanted to fight it but simply crossed her arms; it was all the affirmation anyone needed.

"You know your way around the temple Phoenix it was once your home. "Shooting a look at Karai he continued."You are welcome to stay as well for the time being. However we have not forgotten your connection to alien bug; and while we appreciate your help in destroying the one true shredder that does not excuse your lineage."

She straightened her back and squared her jaw to present herself as proudly as she could sitting on the floor cross legged with a child curled in her lap. Pursing her lips Karai fought with herself, trying to not show the anger she felt at the derision that the immortal had shown her.

"Karai is my daughter, my home is her home."

"Your daughter is also the Shredder, the child is bad enough but now you bring an adult who has donned the armour of an ancient evil. But we tolerate her ...for now."

Having spoken their peace the council members left the throne room; leaving both women alone with the boy.

Turning back to Karai and the boy Phoenix smiled triumphantly, "See I told you they would help us."

Karai snorted, "Yes they seemed very eager to be of assistance." Casting a glance down to the child in her arms she glared pointedly at the immortal "I am not ready to be a mother."

"Of course you are, women younger than you are already mothers at your age."

"Thats not the point, age has nothing to do with being a mother, you need to be nurturing and loving, I have nothing of that in me. I'm a trained killer."

"As am I but we can learn together we will raise him together."

"Phoenix I can't do it, It's beyond me."

"You have no choice my dear, he is here, whether you like it or not he is here. If you won't be his mother then at least be his protector."

Before Karai could answer the boy began to stir, his eyes began to open ebony pools blinked into existence. His long limbs began to weakly stretch for the first time in his life, then fall back with exhaustion. Blearily he looked between the two women; then with a raspy voice he asked," Who are you?"

Phoenix adoringly kneeled before him and pulled him to her chest and rocked him sweetly, "I am Phoenix your grandmother."

Understanding crossed his face and he smiled up at her, then turning to Karai he asked "Who are you?"

Pausing a moment looking extremly lost Karai glanced from him to her mother back to him. "My name is Karai."

Phoenix looked disapointed but said nothing, the boy nodded again, and looked about the room, "Where are we?"

"Your new home."

authors notes: Thank you for waiting so long for me to update I'm feeling much better as of late and I'm hoping to get even more chapters out soon.