A/N: Thanks always to Amonraphoenix and Darkunderworld for beta-ing for me. And thanks to everyone who has read and reviewed thus far. I'm glad you're enjoying the story.

Disclaimer: see chapter one

Donatello watched numbly as the water in his cell slowly crept up to his knees; tears still silently streaming down his face.

It had been a few minutes since the speaker in Michelangelo's cell had gone out, and even though they were part turtle, they could only hold their breath for so long. Donatello's grim musings were interrupted when he heard water sloshing from the other side of the speaker, signaling that Leonardo was probably pacing.

"Do you think Raph got to Mikey in time?" Donatello asked quietly, his voice filled with worry and an underlying note of grief.

"I know he did, Don," Leonardo replied confidently. He looked down to see the water rise up to his ankles.

Donatello leaned up against the cold glass and sighed, closing his eyes and wishing that he would wake up from this nightmare that had become his life for the last few hours. "Why does he do it?" the purple masked turtle asked.

"Why does who do what?" Leonardo asked in confusion.

"The Grim Reaper. Why does he bury people alive and watch them die?" Donatello wanted to know.

Leonardo fell silent as he pondered the question. Finally, he shrugged. "I don't know, Donny," he replied truthfully. "Humans are always doing things that make no sense to me."

Donatello looked down at the water again, which was now up to his waist. "Maybe I'll start studying psychology," he mused, trying to lighten his darkening mood. "Maybe I'll finally figure out what makes the human brain tick."

Leonardo chuckled. "Good luck with that," he told his brother. "You can spend years studying the human brain and never fully understand it."

"Meh," Donatello said. "Worth a shot." A small smile crossed his lips as he thought about April and Casey. "April and Casey can be the test subjects."

Leonardo smiled. "Yeah," he agreed. "Then you can try to figure out why Casey's such a bonehead."

Donatello laughed as he wiped fresh tears from his eyes. He looked up at the sky, which was now starting to lighten up with the rising sun. He sighed longingly for the world above the water's surface. "At least we got to see the sunrise," Donatello told his brother.

Leonardo turned his eyes skyward and hummed. "Yeah. And we'll see a lot more of them once we're out of here." He shivered against the cold, from the water that was seeping into his body. "We'll get out of here, Donny." The speaker began to spark. "Donny?"

Donatello took in a sharp, shaky breath as the water reached up to his neck. "I'll see you on the other side, Leo," he said sadly. "Love you..."

Leonardo's heart sank into the pit of his stomach when the speaker finally died. Tears of pain, agony and sorrow filled his eyes and he collapsed to the cell floor, burying his face in his hands as he broke down. He had failed his brothers. He could do nothing for them except offer them words of encouragement and hope, but that wasn't enough. He couldn't save them.

"Save them, Raph," Leonardo said to the silent air. "I don't care about my life, just save Mike and Don."

Donatello fought to keep himself calm. He closed his eyes and concentrated on slowing his heartbeat down to save oxygen. If he panicked, he would lose what precious air he had left.

You're in your natural environment, he told himself. Turtles spend countless hours underwater. But we're not all turtle anymore. The longest we can stay under is forty-five minutes to an hour, then we run out of air, he thought bitterly.

Donatello felt his heart beat begin to slow down as he slipped into a deep meditative state. He would try to hold out as long as possible while waiting for his brother; however, even normal turtles had to surface for air at some point. It was just a matter of time and patience.

When Raphael and Michelangelo arrived at Battery Park, they jumped out of the van and split up, searching for something that would lead them to their brothers' location.

Raphael leaned up against a tree to steady himself as pain once again radiated up from the wounds on his legs.

"Raphie, over here!" Michelangelo called out in excitement, his voice hopeful.

Raphael pushed off of the tree and limped over to where his brother had called from.

Michelangelo was standing next to the pond with a piece of paper in his hand. The youngest held the paper out for Raphael to take. The red masked turtle took the note and read the riddle.

I have billions of eyes yet I live in darkness.
I have millions of ears yet only four lobes.
I have no muscles, yet I move two hemispheres.

What am I?

"What's the answer, Raph?" Michelangelo asked, his voice desperate.

Raphael looked at his brother. "What makes you think I know the answer?"

Michelangelo rubbed the back of his neck sheepishly. "Well, you figured out the riddle that led you to me and all the other riddles," he pointed out.

Raphael read the riddle again and closed his eyes to concentrate. His head was beginning to pound furiously, his vision darkening around the edges.

Suddenly his eyes shot open.

"Donny," Raph barked eagerly.

Michelangelo frowned in confusion. "Donny?" he echoed baffled as he looked around for his purple mask brother.

Raphael turned to look at the pond's tranquil water. "We're here for Donny. The answer's 'a brain'."

He gave the note back to Michelangelo and dove into the water. Raphael swam down and soon saw a second glass coffin at the bottom of the pond, and inside was a very motionless Donatello.

As he got closer, Raphael saw that his brother was in a meditative position, no doubt in a meditative state trying to conserve air while inside the flooded coffin. Raphael placed the tip of the glass breaker against the side of the coffin and gave a small push. The glass shattered instantly and Raphael wasted no time in grabbing Donatello and hauling him back to the surface.

Raphael pulled his limp younger brother to shore, dragging him up onto the grass. Raphael stared down at his unmoving brother, shaking his head from side to side in denial. His fingers deftly sought and found a faint, slow pulse, but his brother wasn't breathing.

Raphael grabbed both of Donatello's shoulders and shook him fiercely, willing his brother to break from his meditative state and take in a much needed breath of air.

"Donny!" he shouted as his brother remained unresponsive. Raphael finally sat back on his haunches and gave Donatello an open-handed slap across the face.

Donatello's eyes snapped open as he took in a deep lung-full of air. This was quickly followed by an immediate coughing fit that took a few moments to subside. Michelangelo resisted the urge to throw his arms around his staff wielding brother.

After a while, Donatello finally managed to get his breathing under control and he looked up at his siblings.

"You're a sight for sore eyes, Raph," Donatello rasped out harshly between weak coughs.

Raphael smirked and pulled his brother to his feet. "Come on, we have to get Leo."

Michelangelo helped Donatello to the Battle Shell and they climbed into the back while Raphael climbed in behind the wheel. Donatello noticed the pictures that were laid out on the floor. He swallowed hard when he saw his limp form as well as Leonardo's and Michelangelo's. Did Raphael think that they were already dead? He was about to ask his hot-headed brother about the pictures, but they were already moving. Donatello sat back and concentrated on his breathing instead. A few more minutes and he would have been a goner for sure. He just hoped that Leonardo was going to be okay by the time they got to him.

The water had long ago reached the top of the cell, completely submerging the blue masked turtle in frigid water. Leonardo had done everything he could think of to conserve his air, but it wasn't enough. His lungs screamed for oxygen, but that was something he couldn't give them. Darkness swam in the corners of his vision and he knew he would be blacking out at any moment.

Leonardo opened his eyes and slowly looked up at the surface, far beyond his soon to be coffin. He placed a hand on the top of the cell and smiled sadly. Raphael wasn't going to make it in time, but he was fine with that. He knew Donatello and Michelangelo had been rescued in time, and that gave him a content sort of peace as he slowly died.

I'm sorry I was so hard on you, Raph, Leonardo silently apologized to his hot-headed brother. Keep an eye out for Mike and Don, they'll be looking up to you now as their new leader. Don't blame yourself for my death, I know you tried your best. Mike, Don, don't give Raph too much of a hard time and look out for each other. And, Master Splinter, I'm sorry I won't be there when you get back home. Raph's going to need guidance, since he'll be looking out for Don and Mike, now. His eyes drifted closed as the last of his air left his lungs. I love you all, it was an… honor...

His hand fell and his body began to thrash as he fought off the last, violent urging to take a breath. Final he body gave up the fight and took in a watery breathe that quickly filled his lungs. His body convulsed violently before it went slowly went limp as the life left his body.

In his small dark room, Alfredson watched as the life drained out of Leonardo's body.

His eyes drifted to a screen that showed the Battle Shell racing towards Inwood Hill Park; only a few minutes away but still far too late to save their brother from his demise.

The Grim Reaper laughed in dark triumph as he got up from his seat and turned off the monitors. He made his way over to the door, grabbing his jacket on the way out. He had to make sure Leonardo remained dead.

"You're too late, Red," he crowed in triumph to the empty room. "Now, live in eternal despair."

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