Upper level of the Technodrome 5:55am

"They are inside the Technodrome." panicked Stockman.

"Good, let them come." said Magneto "Toad."

"Yeah boss? Whatcha need?" asked Toad, hanging on the wall.

"Deal with them." commanded Magneto, tossing Toad a vial of mutagen.

"Yes sir." laughed Toad, taking the vial and entering the teleporter.

_

First level of the Technodrome 5:56am

"Well, we're in." said Donnie "I suppose now we make our way to the top."

"Right." answered Leo, leading everyone up the steel steps and across the the bridge to the open door at the other end.

Once they teams reach the door a gigantic green monster hops down from the metal beams above and onto the bridge.

"Hello X-Men, heheheh!" the monster slurped.

"Toad?" said Cyclops, recognizing who the monster was.

"That's right!" laughed Toad, swishing his tongue from left to right.

"Go." said Raphael "Donnie and I will take him."

"Uh... did you say Donnie?" asked Donatello.

"Raph, I can't let you do..." started Leo.

"Go!" Raphael interrupted.

"I'll stay too." said Nightcrawler.

"Good luck." said Cyclops, running through the door with the others.

"Yeah, we're gonna need it." gulped Donatello as the massive Toad towered over them.

_

Second level of the Technodrome 6:00am

On the second level bridge, high above the first level, Mystique waited for the two teams to come.

"Mystique." said Storm "All of you go, I'll handle this."

"I'm staying behind too dudes." exclaimed Mikey, running at Mystique swinging his nunchucks "Yeah, who's ready for round 2."

"Not quite." hissed Mystique, kicking Mikey in the stomach.

"Keep her busy Mike." shouted Leo, running to the next door with Cyclops and Wolverine.

"No problem." wheezed Michelangelo, holding to his stomach.

"Step aside Michelangelo, I'll take her first." said Storm, stepping in front of Mikey.

"Be my guest." said Mikey, walking slowly away in pain.

_

Third level of the Technodrome 6:05am

As the team came upon the third bridge it is there they met the Shredder.

"Shredder." said Leo, unsheathing his katana for a fight.

"No." grunted Wolverine "Let me handle this chump."

"You sure Wolverine?" asked Cyclops.

"Yeah." answered Wolverine "Everything you turtles told us about this guy, I'd put my skills to the test against him."

"Good luck then." said Leo, sheathing his katana and running past Shredder to the next door.

"So..." started Wolverine, cracking his knuckles "Let's see what ya got."

"I think you'll find my style quite difficult to counter." spoke Shredder, throwing off his cape and lunging towards Wolverine with his fist "Ahhh!"

Wolverine quickly brought out his claws, scratching Shredder's arm. Shredder then kicked Wolverine right in the chest, also scratching his skin and his costume with his leg armor.

"Urgh!" groaned Wolverine, holding to the wound on his chest "Alright bub, ya want to play dirty? Then let's play dirty."

Wolverine threw a punch towards Shredder's head, but Shredder dodged, using his arm guards to put some on Wolverine's arm. Shredder brought his leg up once again to try to kick Wolverine in the head, but Wolverine ducked and kicked Shredder off of his feet, making Shredder lose balance and fall on his knees. Shredder looked up to see Wolverine about to stab with his claws, but Shredder blocked the claws with his arm guards and kicked Wolverine off of his feet. Wolverine backflipped before falling over and blocked another attack by Shredder. Shredder backed Wolverine up towards the edge of the bridge.

"I must admit." said Shredder, trying to push Wolverine over the edge "You're a lot stronger than you look."

"You're not." Wolverine remarked, kicking Shredder in the abdomen.

Shredder held to his stomach and then tried for another kick to Wolverine's head. Wolverine, with his quick reflexes, caught Shredder's leg, elbowing the knee so that Shredder couldn't walk.

"Yaaahhh!!!" screamed Shredder, falling to the floor.

"You done bub?" asked Wolverine, walking over to Shredder.

"Never." seethed Shredder, stabbing his claws deeper into Wolverine's side.

Wolverine fell to the ground in front of Shredder. His side dripping with blood.

"Now we're both stuck here." cackled Shredder.

"Not quite." started Wolverine, as his began to slowly close up "My wounds heal. Yours don't."

With one hard punch to the Shredder fell down unconscious.

"That's what you get when you mess with mutants." smirked Wolverine, before walking towards the door.

Unbeknownst to Wolverine, Shredder wasn't quite as knocked out as he hoped. Shredder stood on his feet and ran at Wolverine with his claws aimed for the heart. But Wolverine, with his keen sense, jumped up in the air, kicking Shredder off the bridge and into the darkness below.

"Have fun in Hell tin head." said Wolverine, walking through the door and to the next level.

_

First level of the Technodrome 6:05am

"I'll eat you all!" growled Toad, flinging his tongue at Donatello and Raphael.

"We gotta try to distract him somehow!" said Raph.

"Leave that to me." said Nightcrawler, teleporting onto the wall to the left of Toad "Over here big fellow."

Toad turned to his left to see Nightcrawler sticking to the wall. Immediately he began spitting acid from his mouth. Nightcrawler teleported along the wall, dodging each ball of acid as Raphael and Donatello ran up from behind to attack.

"OW!!!" yelled Toad, feeling Raphael's sais sticking into his skin as Raph climbed up Toad's leg.

Toad began stomping violently, trying to knock Raphael off, but Raph held on tight.

"YAH!!!" yelled Donatello, jumping onto Toad's head with Nightcrawler's help.

As Donatello climbed up the back of the stomping beast's head, he looked closely at the neck and saw a small pocket that looked as if it had mutagen inside.

"Guys, stand back!" warned Donnie, before stabbing staff into the pocket, making the mutagen spray out.

Raphael and Nightcrawler stood back as part of Toad's body began to slowly get smaller. Donatello jumped off, landing next to Raph.

"If we want to take this guy out then we'll need to go for the pocket on the other side of his neck." informed Donnie.

"Then allow me to take a stab at it." said Raph, twirling his sais in his fingers.

As Toad tried to balance himself Raphael leaped above him, landing the two sais right into the pocket. Raph jumped away as the mutagen shot out and Toad returned to his normal size.

"Heh heh heh..." Toad laughed nervously, staring up at the three mutants towering over him "I'm sorry?"

With one punch from Raphael, Toad slept like a baby. Nightcrawler, Donnie and Raph headed through the door to the next level.

_

Technodrome second level 6:05am

On the second level bridge Storm and Mystique were caught in a fierce battle. Storm dodged each of Mystique's shots and then kicked her in the side. Mystique dodged the kick however, and lifted herself onto Storm's shoulders, doing a flip and landing behind her near Michelangelo.

"Woah." gushed Mikey in astonishment "That was hot."

"Thank you." chuckled Mystique "Now let me turn up the heat."

Mystique began kicking at Mikey's head, but Mikey leaned back as far as he could so not to get hurt.

"Yeah, I feel the burn." said Mikey, taking out his nunchucks.

Mikey swung his nunchucks at Mystique's head, but then she ended up catching one of them at the end. Mikey jumped on the railing of the bridge landing behind Mystique as she twisted herself to face him.

"I underestimated your agility." said Mystique.

"And you have underestimated my power." said Storm, blasting Mystique in the abdomen with a bolt of lightning.

"So we're using a powers are we?" said Mystique, holding to her stomach "Don't mind if I do."

Before Storm's and Mikey's eyes Mystique transformed into Wolverine and lunged at them both.

"Ah!" screamed Mikey, jumping out of the way as Storm kicked Mystique in the jaw, sending her over the railing "Wow."

"Guys."

Storm and Michelangelo turned to see Donatello running to them in distress.

"Donnie?" started Mikey "Where's Raph and blue dude?"

"They're..." choked Donnie, falling to his knees with tears streaming down his face "We thought we defeated Toad... but..."

"No..." said Mikey, on the verge of tears.

As Mikey began to hug his brother a bolt of lightning whizzed by, hitting Donatello.

"HEY!!!" shouted Mikey, turning to Storm "Why'd you do that to my brother?!?"

"Because he's not your brother." answered Storm, pointing at Donatello who was changing back into Mystique.

"Guys!" yelled the real Donatello, running in with Raph and Nightcrawler.

"Are you the real Donnie or...?" asked Mikey, feeling a little bit confused and a bit on edge.

"Of course I'm the real Donnie." answered Donatello, as Mikey poked him and Nightcrawler in the arm.

"Don't even think about it." snarled Raph, before Mikey could poke him.

"We should probably get going." suggested Nightcrawler, slapping Mikey's hand away from his face.

"I agree." said Storm, leading everyone to the third level door.