It was a normal Saturday morning. Just like any other Saturday morning. We open at the Central Park Zoo. The Penguins were in their lair doing the usual stuff. Skipper was drinking his morning joe, Private was reading a book, and Rico was eating a taco. Suddenly Kowalski burst out of his lab holding up some paper.

"Skipper, check this out." He walked up to the penguin leader.

"What is it Kowalski?" Skipper asked him. "I was going through some of my files and I found a map leading into some old abandoned sewer tunnels. Unexplored."

"And this concerns us how?" Skipper asked.

"Well, it's worth checking out, isn't it?" Kowalski asked.

"It's just some old abandoned sewer tunnels Kowalski." Skipper said.

"Yeah you just want an excuse to go." Private added while Rico nodded in agreement.

"So what. Please can we just go, who knows what we'll find." Kowalski pleaded.

"Oh all right. I guess we should see if there's anything unusual down there." Skipper agreed.

"Plus we got nothing better to do." Private chimed in.

"Yes!" Kowalski cheered.

Soon the Penguins were in the sewer looking around.

"I really don't understand why you dragged us here Kowalski." Private said.

"Yeah, so far all I see is sewage, water, and debris." Skipper said.

Kowalski was still determined.

"Please you two, I can sense a breakthrough nearby." He said.

Suddenly they heard a weird noise.

"What's that?" Private asked.

They all looked at the wall. When all of a sudden a sewer pipe burst and the Penguins were swept away by the water. They all screamed as the water swept them away. Soon they were in a very strong current. "For the record Kowalski, I blame you for this!" Skipper shouted.

Soon our heroes were sucked into a water vortex. Soon they were in shallow water and slowly regaining consciousness.

"Well that was a real "breakthrough" Kowalski." Skipper said angrily. Is everyone alright?" He asked his teammates.

"Yes, but, where are we?" Private asked.

"Well it looks like an old abandoned subway tunnel and metro station." Kowalski observed.

"Only it's not abandoned." Said Private.

"What do you mean?" Kowalski asked.

"Look." Private pointed ahead. "A TV, a comic book collection, a stick hockey table. Someone's clearly living down here."

"Private's right." Said Skipper "But who?"

His questioned was answered when a bunch of turtles showed up. One had 2 Katana Swords and was wearing a blue mask. One had a Bo Staff and was wearing a purple mask. One had 2 Sais and was wearing a red mask. And one had 2 Nun Chucks and was wearing an orange mask.

The 8 just stared at each other.

"Am I seeing things or are there penguins invading the lair?" Leo questioned his brothers.

"If you are seeing things then it's contagious." Raph told him.

Rico looked ready to attack the turtles but Skipper stopped him.

"Down Rico, this is their home, if we attack them first we're the bad guys." He told him. "We don't attack them unless they attack us first."

"Wise move." Leo said.

"We weren't going to attack you unless you attacked us first either." Donnie said.

"Why are you here?" Raph demanded.

"Look we didn't mean to intrude." Kowalski told them.

"We were just investigating the sewer, when a pipe burst and the water carried us here." Private explained.

"Hey wait haven't I seen you before." Mikey asked. "Hey wait your from the Central Park Zoo. I saw on TV and the brochure."

"Thaz uz." Rico said.

"I'm Skipper and little guy is Private, mohawk feathers is Rico, and tall guy is Kowalski." He introduced them.

"Hello." The Turtles said.

"I'm Leonardo the blue boy. Purple here is Donatello. Red guy is Raphael. And orange is Michelangelo." Leo introduced him and his brothers. "But you can just call us Leo, Donnie, Raph, and Mikey."

"Salutations." The Penguins said.

Suddenly a huge humanoid rat appeared out of nowhere.

"Master Splinter!" The Turtles shouted.

"What is going on?" He demanded. "And why are there penguins in the lair?"

They quickly explained the situation to Splinter.

"Well then, welcome to our humble home."

"Yeah but just what's your story?" Mikey asked.

"Well when we were little we used to live in Antarctica." Skipper started. "But one day we ended up a drift on a slab of ice." He explained. "There we floated here to America. We decided to work behind the scenes to do good." The Turtles were quite impressed with this story.

"What about you guys?" Kowalski asked.

"Well you told us your story, it's only fair we tell you ours." Leo decided. "Sensei?"

"Alright." Splinter agreed. "Well to begin I wasn't always a rat and my name wasn't always Splinter. I was once human and my name was Hamato Yoshi."

"What happened?" Private asked.

"I was a a ninja master who traveled here from Japan. One day I was walking home from a pet store after purchasing four baby turtles." Splinter explained.

"That was us." Mikey revealed.

"Really, how?" Skipper asked quite fascinated.

"You see." Splinter continued. "While walking home, I passed a strange man on the streets. Unable to hold in my suspicions I followed."

"The man was with more and they had a strange green substance in a canister." Splinter explained. "But before I could investigate more I accidentally stepped on a rat. They spotted me."

"What did they do to you?" Kowalski asked.

"They attacked me so I fought back using my ninja skills." Splinter told the Penguins. "During the scuffle the canister was dropped and broke and the green substance splashed all over us."

"It caused us all to mutate." Leo revealed.

"Fascinating, just what was it?" Kowalski asked.

"We don't know." Donnie told him.

"These men certainly sound suspicious." Skipper said.

"Uh suspicious." Rico said angrily.

"Well mind if we look around?" Skipper asked.

"Be our guests." Splinter said.

So the penguins began looking around.

First Kowalski stumbled into a room filled with a lot of scientific stuff.

"Well well, what do we have here?" Said Kowalski when Donnie came in. "This is my lab Kowalski please be careful."

"No need Donnie I'm a scientist myself you don't have to worry." Kowalski said.

"Really." Said Donnie. "Mind helping me with some stuff?"

"It would be an honor." Kowalski answered.

As the two worked they had a sudden realization.

"Kowalski I have a feeling that this is the beginning of a beautiful friendship." Donnie told him.

"I couldn't agree more." Said Kowalski. It wasn't a surprise how well they got along.

Meanwhile Leo and Skipper were talking about how much they had in common.

"No way, you watch Space Heroes too." Leo said.

"All the time." Skipper told him.

Raph and Rico contemplated on their lust for destruction. "You're right Rico, violence is the answer to everything." Rico just nodded.

And last but not least Mikey and Private were watching TV. "What are the odds the eight of us have so much in common."

"You said it Private."

Soon the penguins decided to leave.

"Well we'll see you all later." Skipper said.

"You know why don't you guys come over every Saturday?" Leo suggested.

"Why not." Skipper said.

"Plus I'm sure Donnie can't wait to see his new best friend again." Raph remarked.

"By the way Kowalski thanks for helping me with all that stuff." Donnie said.

"No problem Donnie." Kowalski said.

"I'm gonna call you guys Kowalskatello." Mikey said.

"Kowalskatello?" Everyone said.

"Well it's a cross between their names so-" Mikey started but Leo cut him off. "We get it."

So the penguins and turtles developed a great friendship. The Penguins visited the Turtles and Splinter every Saturday. But the penguins constant disappearances didn't go unnoticed by the other zoo animals. A trio of lemurs in particular. King Julien was sitting on his throne looking at the penguins who were looking really happy.

"Maurice get over here now." He called for his right hand man.

"What is is your highness?" Maurice asked.

"It's happening again." He said. Maurice looked at the penguins.

"What is it about every Saturday that makes those penguins so happy?" Maurice asked himself.

"I don't know but I intend to find out. We are going to follow them tonight." He declared.

"Oh boy." Maurice didn't like this.

And so when the penguins began leaving the lemurs secretly followed them. They saw that they were going down a manhole cover.

"They're going into the sewer?" Maurice said. "Why?" The lemurs followed closely. Soon the penguins arrived at the turtles lair.

"Turtles guess who's in the house." Skipper called out. The turtles were happy to see their friends.

"Skipper, glad your here. Could you help me practice my sparring?" Leo asked him.

"Kowalski can you help me out with this scanner I'm working on?" Donnie asked.

"Rico, wrestle rematch no holding back." Raph said.

"Private I found a new comic I'll let you read it." Mikey offered him. Suddenly they heard a noise. It was the lemurs. "Oh hello." Julien greeted.

"Lemurs?" Mikey asked.

"Ringtail! Did you follow us here?" Skipper asked.

"You know these guys?" Leo asked.

"This is Maurice, Mort, and Julien our lemur neighbors back at the zoo." Private explained.

"Well what are you doing here?" Raph asked the lemurs.

"Well you see everyone at the zoo is wondering why the penguins are so happy every Saturday and where they go. So we decided to find out." Maurice said.

"So this is why you've been disappearing? You've been visiting friends?" Julien asked.

"Yep." Said Leo. "Make yourselves at home."

So the lemurs started hanging out too Julien was walking around when he noticed an open door. Peeking through it he saw a picture which caught his attention.

He went in and looked at it. As he did the penguins and other lemurs appeared. "Ringtail, this is Master Splinter's room. We're not supposed to be in here." Skipper told him.

"Silly penguin. I was just admiring this nice picture." Julien told him. Private walked up and looked at the picture. "It is a nice picture." He said. They all started admiring the picture.

"Indeed it is." A voice said. They all turned around. It was Master Splinter.

"Oh uh Master Splinter." Kowalski said. "Fancy meeting you here. We were just admiring this nice photo you have here."

"Just who are these lovely looking folks anyway?" Maurice wondered.

"That is me back when I was human." Splinter explained. "And that is my wife and my daughter."

"You all look nice." Private said. "Very nice." Mort agreed.

"Just where are they now?" Skipper asked. Splinter looked a little sad when he asked this.

"Oh. Did they leave you when you became a rat?" Julien asked.

"Ringtail." Skipper said angrily. "It's alright." Splinter said. "No they did not leave me. Though I wish they had." He admitted.

"Why's that?" Private asked.

"Because at least they would still be out there somewhere." Splinter told him.

"Would you mind telling us the story?" Kowalski asked.

"Very well." Splinter said. "It all began long ago in Japan. There were 2 ninja clans. The Hamato Clan which is the one I was obviously from and the Foot Clan. There was huge rivalry between us. My father was the clan's leader and at the time I was just a baby."

"So what does this have to do with your wife and daughter?" Julien asked.

"Hmm. Once during a battle in which my clan invaded the Foot's whereabouts. My father discovered Oroku Saki, the son of the Foot Clan leader who he had recently slain."

"Oh dear. What did he do?" Private asked.

"Saki was just an infant child at the time, no older than me." Splinter explained. "So my father took him in as his own. He became my brother and my best friend."

"That's nice." Said Mort.

"But it didn't last. As brothers, tension and competitiveness burned between us. A natural aspect for brothers." Splinter told them. "But that all changed one day."

"How?" Skipper asked.

"Friendly competition soon turned into bitter rivalry when we met my wife, Tang Shen." Splinter said.

"Oh no. Let me guess romantic rivalry." Julien said.

"Two friends torn apart by the cruelty and greatness of love." Kowalski said.

"Indeed. But as you already know Tang Shen chose to be with me. Soon after we had our daughter Miwa." Splinter said.

"Tang Shen and Miwa, such lovely names." Private said.

"Very lovely." Mort said.

"So how did your friend react to this?" Maurice asked.

"He became fueled with rage and jealousy." Splinter continued the story. "It didn't help when he learned the truth about his real family lineage. He was upset at me for not telling him and vowed revenge."

"Oh dear." Private said.

"One night when we didn't expect it, Saki invaded our home. He challenged me to a fight. But he and I had trained and learned together for so long that he and I were too evenly matched for one to surpass the other." Splinter said. "But when Saki realized he could not defeat me," Splinter hesitated for a bit. "He started a fire with a lit candle."

"HUH!" Everyone gasped.

"I tried to tell him that we had to leave but he refused to listen. He would rather we perish together." Splinter told them.

"If I go down, I'm taking you with me." Kowalski commented.

"During the fight my wife tried to intervene but at a bad time. As Saki prepared to finish me, but, he hit her instead."

The penguins and lemurs were shocked and looked sad upon hearing this.

"I was lucky enough to escape the flames, but my daughter was lost." Splinter said.

Everyone was sad upon hearing this tragic tale. "We're all sorry for your losses Master Splinter." Private told him.

"Thank you." Splinter said.

"But whatever happened to this Oroku Saki?" Kowalski asked.

"He also managed to escape the fire, and he went on to become a deadly and dangerous ninja master known as The Shredder." Splinter answered Kowalski's question.

"The Shredder?" Maurice said.

"Hey wait a second, I know that guy." Skipper said.

"You do?" Maurice asked.

"Yeah I once met a pigeon who told me about him. He's a pretty bad guy. I mean even I'd think twice about messing with him." Skipper admitted.

"And after hearing that story, I don't blame you." Julien said.

"Now if you'll excuse me, I must meditate." Splinter said.

So the penguins and lemurs left.

Rico let out a big grumble. "Err, Shredder."

"Yeah that Shredder guy better hope he don't run into us in a dark alley." Julien said.

"I don't know, like I said he's a bad guy." Skipper said unsure.

"Maybe Skipper, but if all of us work together we could possibly take him down." Kowalski said.

"But where would we even find him?" Private asked.

"I think I might know someone who knows." Skipper said.

At the back of a Japanese restaurant a certain yellow cat was being thrown out. The employees threw him into the dumpster out back and yelled.

"I'll report you people to the ASPCA for this!" The cat dubbed Max said to the chef and other cooks.

"Hey Moon Cat." He heard. It was Skipper.

"Penguins." Max said. "How's it going."

"It's good Moon Cat." Kowalski said.

"It's Max and I'm not really from the moon."

"We know." Private said. "We need your help."

"What do you know about guy called Shredder?" Skipper asked him.

"Shredder!" Max said. "Oh, that's a bad guy you don't wanna mess with him."

"Told ya." Skipper told everyone.

"You know where we could find him?" Kowalski asked.

"Yes well no." Max claimed. "Yes and no. But first let me tell you that you don't wanna find him. You don't want anything to do with him, trust me. He'd kill you so hard you'd be dead before you even knew it."

Mort started looking scared.

"The Shredder is vicious and vengeful." Max continued. "He can never seem to let anything go no matter how much time passes. I once heard he killed a guy for looking at him sideways."

Mort started whimpering. "Oh what will we do?" Mort asked before hugging King Julien's feet. "I don't know but I tell you what I do know. Don't touch the feet!" He yelled before kicking Mort off.

"So do you know where to find him or what?" Maurice asked.

"Kinda. He lives all the way in Tokyo, Japan" Max told them.

"Japan?!" Everyone said at the same time.

"Yep, glad we live all the way here in New York where it's nice and safe." Max said. "But I don't know where in Japan he lives. Sorry."

So the penguins and lemurs went off back home.

"What do we do now?" Private asked.

"Kowalski options." Skipper said.

"We could call Doris the dolphin and ask her to track down Shredder for us, using her echo location." Kowalski suggested.

"No!" Everyone else told him.

"Ooh I know." Julien said. "If we can't hunt down Shredder and teach him a thing or two, we can throw Splinter a surprise feel better party."

Everyone was surprised. For once Ringtail actually had a good idea.

"Ringtail normally I'd disagree with one of your ideas, especially one involving a dance party. But that could actually work." Skipper admitted.

Soon they were back at the turtles lair. "So what do you guys say?" Private asked them.

"A surprise party for Splinter count me in." Leo said.

"That goes double for me." Chimed in Mikey.

"Me too." Said Donnie.

"Same here." Added Raph.

"Then let's get to work." Julien said.

Soon they all began setting things up.

Leo and Skipper made a party banner.

Donnie and Kowalski provided snacks.

Raph and Rico got the radio.

Mikey, Private, and the Lemurs cleaned up the lair.

Soon Master Splinter arrived and then.

"SURPRISE!" Everyone said.

"What is this?" Splinter asked.

"It was the penguins and lemurs idea." Leo said.

"After you told us the story of your family, we wanted to teach Shredder a lesson." Skipper began.

"But we couldn't because we didn't know where he was." Julien said. "So I-I mean we decided to throw you a surprise party instead."

Splinter was astonished. "You are all good friends everyone. Thank you."

"Don't mention it." Skipper said.

"Before we begin, I would like to request the opportunity to make the seven of you my students along with the turtles." Splinter said. "To teach you all the way of the ninja. If you'll except that is."

"We accept." They all said in unison.

"Good." Said Splinter.

Julien turned on the radio to his song and began dancing. Our heroes partied all night. This was indeed the beginning of something grand.

THE END

Note: So this takes place before the TMNT 2012 series and after the Penguins of Madagascar episodes "Gone In A Flash" and "Launchtime" but before the rest of the series just a little heads up.