Kara looked over the console she and Dragan were in charge of and glanced over to ask her a question when she noticed Dragan was staring at the door behind them. "She must be worrying about Leo.."

"So, um, where's Leo? Or should I guess?" April asked turning around to look at the others who were occupying themselves.

"He's in the holo-room, talking to the simulator again." Donnie says looking over at her.

"Maybe it's not healthy talking to a hologram of Splinter all the time. I mean, I miss him too but-"

"Leo needs him right now more than ever. He'll be ok." Mikey says to Raph.

"In a way, he is talking to the real Splinter, at least in your memories of him. The simulator is psychic, and can respond-"

"It's not the same thing, Fugitoid!" Raph interrupting the Professor but blinked when he heard the doors open behind him and turned to see Leo.

"Heey, how's it going, Leo buddy? Everything cool?" Casey walks up to Raph nonchalantly. As Leo walks past him Raph jabbed his elbow in Casey's side making him groan before shrugging unsure of what to do.

Dragan stands up and walks over to him, placing a hand on his shoulder and giving him a reassuring smile. He smiles back but looks over to Fugitoid when he begins to speak to him.

"Leonardo, you've arrived just in time!"

"For what?" He asks taking a step forward only to stop and stare in awe, everyone else following suit.

"My friends, I present to you The Cosmic Ocean of Varuna!" Fugitoid raised his arm over to the view in front of them.

"It's so beautiful." April whispered in awe.

"It's..incredible.." Kara whispered moving to the window and placing her hand on the glass.

"Definitely beats the view bak at home.."

"A vast interstellar liquid nebula in a region of space unlike any other in the universe. Here, within its depths, lies the second fragment of the Black Hole Generator." the Professor informed them.

"So what are we waiting for? Let's do this!" Leo turns around from where he stood and grinned at his friends and family, placing his hands to his hips.

"Heck yeah!" Kara jumped up while throwing her fist in the air as Fugitoid drove the ship towards the oceans.

"Hope we won't be needin' bathin' suits.."

"I wonder if we'll be meeting mermaids." Kara thought out loud as she leaned back in her seat.

"If so, that would pretty cool. Knowing mermaids are aliens instead of mythical creatures? Drive scientists and mythologists insane." April giggled.

"Here we are. Now, do keep in mind that I have no idea whether our computer systems will work or if we can even survive once we enter their nebula. Here we go!" Fugitoid pressed a button almost too happily as the others began to panic.

"Wait a second!" Raph yelled.

"Hold up, Fugitoid!" Leo shouted.

"Why do you keep doing this?!" Kara screamed in anger.

The ship began to slowly enter the Cosmic Oceans atmosphere, it looking like jelly to Kara and hopefully the others as well. Once they passed through the ships systems automatically went offline and they began to descend.

"Everyone, hold on!" Fugitoid yelled as he activated the backup power and the systems and ship returned online as they began floating through the ocean. Kara and Dragan heard the sounds of whales and looked up to see many different oceanic creatures and stared in awe at the beauty.

"It's even more incredible on the inside." Kara said with a smile.

"It's like goin' through our own personal aquarium."

"Varuna is the home of the Daagon: Ancient beings and allies of the Utrom, who have been entrusted to protect the second Black Hole Generator fragment.

"Let's hope they did a better job than the Aeons."

"Nothing looks dead, dark, or aggressive, Raph. Soo, I have to say they're doing pretty good." Kara said while twiddling the zipper on her suit as she watched the scenery.

"Wow! A complete ecological system bigger than any ocean on any world!" Donnie yelled in amazement, pressing his face to the glass when Kara walked over to his side and smiled. "Kinda romantic, don't you think?" Kara wrapped her arms around his and leaned her head against his shoulder to watch with him as he gave her a smile and nodded. "Yeah."

Dragan pointed out different sea creatures to Leo as they watched together as well. "I wonder if thay hae any jellyfish like creatures or sting-rays. Oh! If thay had cute little star fish I woud go crazy!"

"You like star fish?" Leo asked with a soft chuckle and raised brow.

"I just think thay're pretty neat is all." Dragan rubbed the back of her head with a soft blush across her cheeks.

"Woah, look out for that crazy electric seaweed!" Raph pointed out.

"No need to fret. I'll have us through in two minutes and twenty seconds!" The Professor said with glee.

Hearing Mikey, Dragan looked over seeing him look at something and went over to see what she believed were Daagon creatures watching them as they moved through the seaweed and out in the open.

"Alright, people, gear up." Fugitoid said as he left to grab something.

"Hopefully our suits will be enough." Kara said as she began putting on her outside gear.

"Only one wye tae find out, right?" Dragan glanced her way ready to go.

"Yeah, yeah." Kara smiled as she and the others climbed to the top of the ship to greet their hosts when Kara noticed the Loch Ness' coming their way. "Woah, so that's where they're from! The Kraang must of kidnapped it to guard their base under the ocean."

"Good thing we're nae usin' the turtle sub or I'd be very concerned.."

"Fugitoid, I know the Daagon are the Utrom's allies, but can we really count on them to help us?" Leo ask, standing beside him.

"The Daagon are an ancient, noble, honorable amphibian race. So...I hope so?"

When the Daagon arrived in front of the ship, the Captain, they assume, stood in the front staring at them.

"Uh greetings! We would like to talk to you about-"

The captain interrupted Leo by screeching and soon, some soldiers threw Donnie to the ground then grabbed Mikey from behind. "Back off, mer-dudes!" Mikey yelled just as Raph was sent to the ground and they were surrounded.

Thinking they were going to have to fight their way out Kara went to activated her blades when Fugitoid held up a sphere with a hexagon on it. "Stop, my Daagon friends! This is the sigil of the Utrom!" When the Daagon's eyes fell on the sigil they immediately went to their knees, the Captain bowing his head in respect.

"Wow.." Was all Kara could say.

Everyone rode on the backs of the Loch Ness as they were lead to where the Queen was at and gasped in amazement at the sheer beauty of the place.

"It just keeps getting better and better." Kara commented with a smile and a sigh. Once they landed in front of what seemed to be the queen's castle, they floated to the entrance, the guards bowing their heads as they passed. When they entered inside not only was there air for them to breath, but gravity to walk as well.

"Who enters the realm seeking audience with Hiidrala, Supreme Ruler of the Daagon?" A female creature questioned, their back to them.

Leo was the first to bow then Dragan and soon everyone else followed suit. "Uh greetings, Supreme Ruler! My name is Leonardo. And these are my companions."

"What up?" Mikey asked with a grin only to get hit upside the head by Raph, Dragan, and Kara. "Ow!" He whimpered, immediately dropping his head down.

"We come bearing the sigil of the Utrom. We seek the fragment of the Black Hole Generator that you have in your possession."

Turning around, Hiidrala looked down at them with cold, icy blue eyes. "You may rise."

"Thank you, your Majesty." April said, smiling.

"Wow, she's beautiful.." Kara whispered softly, Dragan nodding in agreement.

"The Utrom entrusted the fragment to me, giving Hiidrala ultimate say over it. Are you truly worthy to claim a device of such devastating power? Who among you is leader?"

Everyone looked to Leo who nodded and stepped forward, which seemed to surprise Hiidrala.

"You? You are a mere child. How are you worthy?"

"We may be young, but we've fought huge battles, saved whole planets, and on top of everything else, we saw the destruction of our world!"

"We've been given a second chance to save Earth. We're gonna destroy the Black Hole Generator." Donnie finished.

"Ha! It cannot be destroyed! Why do you think it was hidden away?"

"People keep tellin us that but we will find a wye. We hae faced many odds that weren't in our favor an yet we've defeated those odds. Trust us, your highness, it can be done."

"If you keep it, the Triceratons will find it. They'll tear your kingdom apart to get it." Leo said, looking up at Hiidrala.

"If you desire the fragment, you must face Cthugga, an ancient beast that obeys only me. If you are indeed worthy, it will sense this and let you take it freely. If you are not, it will devour you whole."

"As long as we're swallowed whole and not chomped to pieces, I think we're cool, dudes." Mikey said with a smile and nod.

"Think again, Mikey." Kara shuddered, hugging herself.

"Yeah, been there, done that." Casey placed his hand to his hip with a grin.

Dragan blinked at them wondering what they meant.

"Oh yeah, we hadn't met yet around that time...it's a story for another day." Kara rubbed the back of her head laughing nervously.

"We can take this Cthugga." Raph said with determination.

"Let's do this!" Donnie agreed as he high-threed his brother.

"If anyone is worthy to take it, it's all of us." Kara said bringing her arms around the two brothers, grinning ear to ear. "Well, maybe not Casey."

"Hey!" He yelled as Kara snickered.

"Understand me when I say Cthugga is one of the six cosmic monsters you do not want to mess with!" The Professor proclaimed nervously as they made their way to the lair of Cthugga.

"As long as it's not another Wyrm guy I think we'll be ok...hopefully.." Kara muttered with her arms crossed, leaning against her station.

"Now, no need tae doubt yourself now, my friend. We all hae done some amazin' an experienced incredible things. We've fought tae save lives that did not know thay were in danger. If anything, I'm sure we will pass this test wi ease."

"Man, I wonder what the monster is going to look like." Mikey said out loud as he began to image different creatures but none seemed to work til he finally found one that made him say, "Yup, that's it! Gotta be the one! Mikey, you're so good."

"What do you guys suppose it means to be truly worthy?" Leo asked as he stared out into space.

"Being truly worthy means not only havin' a heart o' gold, but tae be brave, courageous, an tae sacrifice for the greater good, even if it means your own life. It's one o' the reasons I wished tae be a knight. Nothing felt more noble or truly honorable than a knight. An Leo, you'd make an excellent knight." She placed her hand on his shoulder giving him a firm yet gentle shake and smiled, kissing him on the lips.

"Thanks, Dre."

April smiled and nodded to them. "We all have good, noble hearts. That has to count for something."

They all suddenly fell over as something hit the ship, ruining the good moment.

"What hit us?" Raph asked, standing to his feet.

Donnie moved to the wall console. "It's ramming us again! Brace yourselves!"

Fugitoid brought up the outside camera to see none other than,

"Oh, no! Armaggon!" Mikey yelled.

"Yes! He's like my favorite bad guy ever!" Casey yelled while throwing his arms in the air.

"The hull's been breached!" Donnie yelled while Leo jumped to action. "Arming defensive systems now."

"He's too fast, dudes!" Mikey yelled as an explosion hit the ship.

"Of course..a shark in water..their natural environment.." Kara muttered in annoyance.

"Oh my! We're beginning to take on liquid." Fugitoid announced as streams of water came through the holes, beginning to fill the ship from the bottom up. "Activating the forward drain!"

Once the water had cleared, and the holes filled back up again, everything seemed to calm down til the door exploded open and Armaggon swam in, ramming into Leo and sending him flying into the glass before falling over beside Armaggon. He placed his foot on top of Leo and chuckled. "Well, well, well. What do we have here? Looks like a whole entree!"

Dragan wasted no time in slamming her shield into Armaggon's face only for the force to cause Armaggon to put pressure on Leo, making him yell out in pain and causing her to freeze. He turned towards her with a growl and back-handed her away, Kara and April catching her as the others went to attack but stopped when he picked up Leo and held him over his mouth. "One more step, and I chomp this chump's head clean off! All right, kiddies, put your little weapons down on the ground. Now!"

They all looked at each other before throwing their weapons down. Kara threw down her shooter but kept her gloves on, putting her hands behind her back, glaring at Armaggon.

"I've been spying on you turtles a loong time, and ol' Armaggon knows what you're up to."

"What're you talking about, Finhead?" Raph asked.

"Yeah, stalker!" Kara yelled, Dragan placing her hand over her chest to keep her from tackling Armaggon.

"I know you got the first piece of the Black Hole Generator. And now you're gonna get me the second piece. Is that a great plan or what?"

"No, it's not, stalker!" Kara yelled, flailing her arms as April and Dragan were both holding her back.

"Oh bleep.." Fugitoid muttered.

With Leo still in his hand he pulled up his communicator watch and called Lord Dregg. "Well, Dregg, not only did I get me some turtles; I got the first piece of your Black Hole toy!"

"Excellent work, Armaggon. You've most certainly redeemed yourself for all of your past screw-ups1"

This didn't please Armaggon for he growled under his breath in annoyance. "You know what? I'm quadruplin' my fee."

"You arrogant-!" Armaggon hung up his communicator before he could finish his sentence.

"Aww, snap! It cracks me up when the bad guys bust on each other." Mikey whispered with a grin.

"Totally." Casey agreed.

"Not the time, you two." April whispered.

"No, wait..it is the time." Kara grinned before taking a step forward. "You're really going to let that bug tell you what to do, Armaggon?" She asked, crossing her arms over her chest as everyone looked over at her.

"What?" Armaggon asked, turning towards her.

"Not only do you have us taken hostage but you have a piece of one of the most powerful weapons in your grasp and you're going to give it to Lord Dregg? Face it. You're no bounty hunter. You're a pet to Lord Dregg that listens and obeys every command he gives you." Kara said with a smirk, everyone gasping at her.

Armaggon snarled and threw Leo aside and picked her up by her shirt. "Why don't I eat you as an example?!"

"You could ooor, you could listen to what I have to tell you. Why not take the pieces for yourself?" She asked with a smile on her face.

"Kara, what're you do-!" Leo went to ask but she kept talking.

"I bet the most powerful weapon in the known galaxy would make a hefty price and you, The Armaggon, would be able to retire in full luxuries. So, what do you say?" She asked with a tilt of her head and a smirk on her face.

"Hmm..you come up with some interesting ideas, terran." Armaggon said with a smirk as he lowered her to the floor but kept his grip on her. "All right, you've convinced me. Now get this hunk of junk moving!" He ordered as Raph jumped to his station and went on it while muttering, Stupid, bossy shark."

"Kara, what are ya doing?" Dragan whispered while helping Leo up.

Kara glanced her way and placed her finger to her lips giving her a reassuring smile.

"Fascinating! An entire planetesimal system in the depths of an oceanic nebula."

"The wonders of the universe never cease." Fugitoid sigh softly standing next to Donnie.

"Will you two nerds shut up already?!" Armaggon shouted.

"We're here. The Cave of Cthugga." Fugitoid informed them.

"Armaggon, the only way we can get the piece is to prove we're worthy." Leo warned him.

"Yeah, and with you on the ship and holding Kara hostage, I'd say that we now fall into the definitely-not-worthy-to-face-Cthugga category." Donnie said in annoyance.

"I'm the one calling the shots here. So move!" Armaggon barked.

The ship moved inside the darkened cave, even with the front lights on it was impossible to see inside, especially the further they moved in.

The suspense was getting to everyone.

"I'm sensing a huge, powerful presence inside. Getting closer. Closer.." April said as everyone looked around, starting to get nervous when large, multiple tentacles could be seen in the path of the light til Cthugga made itself known, everyone screaming at not only how massive it was, but how terrifying it looked.

Kara gritted her teeth in pain as Armaggon's grip tightened around her and she turned around to look at Fugitoid. "Get us out of here!"

"Now would be the time to retreaaaat!" Fugitoid yelled as he turned the ship around and fled from Chtugga.

"Well, atleast we know we're not worthy!" Mikey shouted as Cthugga swatted it's tentacles at them.

Leo immediately jumped over beside Donnie and began pushing some buttons. "Fugitoid, we need more speed!"

"I'm givin' it all she's got, Captain! Sorry, I couldn't resist." Fugitoid rubbed the back of his head sheepishly.

They were able to make it out of Cthugga's cave just in time and fled through the asteroid belt to hopefully get some distance between them and Cthugga but he was a persistent monster, able to move larger asteroids aside as if it was nothing. The ride was a bumpy one as well, the force of hitting an asteroid caused Armaggon to fall over and lose his grip on Kara, who moved to her station, helping with evasive maneuvers while Raph fell on Armaggon and puked in front of him.

"The ship's gonna be torn apart!" Donnie screamed and everyone followed suit, Armaggon holding Mikey tightly while April held her head dramatically. Dragan pushed a few buttons, taking control and drove the ship towards an asteroid only to move out of the way at the last second, not only having Cthugga hit the asteroid head on but give them time to hide inside a crater of an asteroid, and powered the ship down.

The mouth of Cthugga was visible to them and everyone stayed silent, holding their breaths in anticipation whether or not it would find them. When it finally left everyone released their breaths seeming to relax.

"It's gone." April announced with a smile.

"Phew! What a rush, eh, turtles? Really got my heart go-ahh!" Armaggon was suddenly zapped and fell over to see the Captain of the Daagon's standing behind him.

"Take him to the dungeon!" Daagon Captain ordered.

"Busted!" Mikey laughed.

Looks like it's off to aquarium jail!" Raph smiled seeing Armaggon get dragged away.

"Thanks, Captain. Hey, wait. How did you know we were in trouble?" Donnie asked.

"As soon as Armaggon hijacked the "Ulixes", I secretly sent out an S.O.S knowing that the honorable Daagon would come to our aid." Fugitoid smiled with pride.

"Smart moves, Dre! You saved our behinds, literally." Kara grinned, patting her shoulder.

Dragan stood with a smile when she heard something slam against something and noticed Leo's expression. She walked over to him, placing her hand on his shoulder. "Leo, ye can't blame yourself."

"There's no way Hiidrala will think we're worthy now! You can kiss that piece of the Black Hole Generator good-bye.." Leo hung his head away in defeat.

"Leo! Ye cannae give up hope just yet. We will show tae her just how worthy we truly are in our own wye..once Armaggon is taken care o'." Dragan glanced his direction as the Daagon lead him away. "Come on, we better follow them.."

As they stood before Hiidrala, Leo glanced over at Armaggon who chuckled at him, at his failure, which made him clench his fist in anger.

"I will not allow criminal scum to desecrate my ocean paradise. You will pay for your crimes, Armagoon! And you! You have all failed. You could not even stop this vile theif, much less pass the test." Hiidrala turned to them, her icy eyes baring down on them.

"That ain't fair!" Casey shouted to her.

"Your highness, ye keep sayin' we must show our worthiness but ye hae not giving us a chance tae show ye what our true worth is! An that is-"

Dragan's voice was drowned out by Armaggon's laughter as it filled the room and caused the others to grow suspicious and nervous.

"Insolent fool! Explain to me what it is you find so funny!" Hiidrala commanded.

After calming down, Armaggon looked up at her. "I'm laughin' because reinforcements are here." Just as he said that a few bodies of Daagon warriors fell inside the dome, unconscious, which caused everyone to gasp or look surprised til more bodies came through as well as Lord Dregg.

"Oh no. Lord Dregg." Donnie said nervously as he flew to a ledge behind the turtles with a pack of his Vreen.

"Hiidrala! You have something I desire. And I intend to take it! Hand over the Black Hole Generator piece, or I'll start filleting you one by one." Lord Dregg threatened.

"Lorrd Dregg. I know who you are: lowlife gangster and wretched fiend!" Despite her tone, Hiidrala looked calm and composed.

"I am ruler of Sectoid One! My consumption knows no end! You will give me what I desire, or I and my children shall feast upon you all!"

"You will have to face me first, bug!" Hiidrala spat out but looked surprised when Leo and the others stood protectively in front of Hiidrala, weapons out.

"You're gonna have to go through us too!" Leo shouted. Hiidrala looked down at him and smiled some.

"So be it! Vreen! Attack!" Dregg ordered.

"Take 'em down!" Leo shouted as everyone ran at Lord Dregg.

"Daagon, to battle!" Hiidrala commanded, her hair separating and flailing around.

"I'm surprised you showed up given Armaggon here almost double crossed you." Kara said glancing towards Dregg while dodging an attack from one it his Vreen.

"What?!" Lord Dregg yelled snapping his head in Armaggon's direction who was fighting fighting off Mikey and Raph after he was set free.

"Grrr we don't have time for this!" Armaggon yelled just before punching Mikey in the air and catching him in his mouth, flailing him around. "Dudes! He's snacking on me!"

"He planned to take the second piece for himself and leave you in the dust!" Kara shouted, taking down one of the Vreen and shooting it with her shooter.

Dregg stared at her, growling before turning his attention to Armaggon. "You. Once the second piece is in my possession I will deal with you accordingly."

Armaggon threw Mikey aside and stared at Kara, growling darkly. "You..I will rip you to shreds!" He yelled while speeding towards her. Kara glared at him, activating her blades and stood her ground as before moving to attack.

Dragan bulldozed through the Vreen with her shield to get to April and Casey seeing they were having trouble and helped even the odds when she heard Leo yell and looked up to see Dregg attacking Leo and slam him to the ground. "Leo!" She screamed and ran towards him but stopped seeing Hiidrala was in a predicament. Seeing Dregg readying his torpedo her instincts as a knight kicked in and she sped towards Hiidrala and pushed herself off the pedestal she was on, jumping between Hiidrala and Dregg just as the torpedo was flying towards her and held her shield out in front of her, taking the hit for the Queen.

"Dragan, no!" Leo shouted, standing to his feet.

Everyone stopped what they were doing in time to see her slam to the ground, her shield malfunctioning and returning to it's original form, motionless.

Kara glared at Armaggon and slashed at his face while he was distracted and ran to her while he yelled in pain, Leo already at Dragan's side.

Hiidrala pulled the small creature off her face and her icy eyes glew in rage staring down at Lord Dregg. Her hair and parts of her dress waved frantically as she threw her head back, letting out a banshee like shriek which caused everyone to freeze and cover their ears in pain.

Not long after the sound was gone, a loud rumble and growl shook the room before a colossal shadow loomed over the whole dome. The Daagon immediately dropped their weapons and went to their hands and knees while the others stared in shock at who stood before them: Cthugga.

Cthugga reached it's tentacles inside the dome and began attacking their enemies. When one made it's way to Dragan, Leo held her close shielding her body with his but blinked when it passed them and went straight for Dregg and Armaggon, wrapping it's tentacles tightly around the two, despite their struggles being in vain, and swallowed the two whole before returning to it's home.

"Haha! Aww yeah! That was awesome!" Casey shouted while raising his stick in victory but blinked when the Vreen suddenly fled. "What the heck?"

"They just stopped fighting?" April question watching them leave.

"The Vreen are a hive mind. They can't function autonomously. They need Dregg."

"Wow..that's..kinda sad.." Kara said looking over at Donnie but blinked hearing Dragan groan and ran over to her as she slowly sat up.

"Ooch, that was painful.." Dragan rubbed her shoulders some, her arms feeling sore from the impact of the torpedo to her shield. She blinked when she felt something wrap around her waist and stand her up and looked up to see Hiidrala beside her, smiling at her.

"Are ye hurt, queen?" She asked with worry.

"I am unharmed thanks to you. You all fought bravely to protect our kingdom. For that, you have our deepest gratitude, especially mine." Hiidrala placed her tentacle arm on Dragan's shoulder. "Your words were truthful, young one, and I commend you for showing it by not only protecting my kingdom but my life as well." She suddenly let out another shriek as a group of Daagon brought in the second fragment. "The second fragment of the Black Hole Generator is yours."

"Supreme Ruler, I don't understand." Leo took a step forward clearly confused.

"The Guardian was only a test. I have kept the second fragment contained in the palace vaults ever since the Utrom entrusted us with it's safety. And now, I entrust it to you. If you claim you can destroy this infernal machine, then the Daagon honor you." As she spoke those words, the Daagon placed their right hands to their chest and bowed their heads in respect.

Dragan smiled and stood before her, bringing out her sword and bowed to her knees, head lowered with her sword in front of her. "By the code o' the knights; I swear tae ye we will protect the fragments wi our lives."

Hiidrala stared down at her in utter surprise but smiled none the less and nodded her head. "You and your friends are surprising creatures."

"Thank you, your Majesty." Leo smiled as he and the others bowed to her.

With help from the Daagon, the ship was repaired and fully functional for them to continue their journey as Mikey said his goodbyes to the Daagon.

"Two fragments down. One to go!" Casey grinned while leaning against his station.

"So, professor, can you really destroy the Generator fragments?" Leo asked looking his way.

"That's the plan! I just need to figure out..how to do it.." Fugitoid mumbled the last part worriedly but blinked when Kara threw her arm around his shoulder. "We all believe you can do it, Professor, and we're behind you all the way!" Kara gave her his grin which made him smile brightly.

"I sure am goin' tae miss this place. It was very beautiful.." Dragan whispered as they departed the system.

"Well, I know two things I won't miss: Bughead and Shark-mouth." Raph said while leaning back in his seat.

"Hopefully they stay gone for good this time.." Kara muttered under her breath.