A/N: Thanks, readers and reviewers! To my anonymous:

LuvlyLady: LOL... "the dreaded helmet-thingy"... that's awesome! I was cracking up. Here's your update!!

sait4soreyes: Did you know you had PM's disabled? Not sure, if you're anything like me it may have been an accident. ;) Anyway, thanks! I try to put in as much detail as I can because I'd love for everyone to be able to see what I see... as for how they knew it was Donatello, it'll be explained. But first, we go back to the three remaining brothers!

Pig: Ah, what indeed WILL happen with the helmet-thingy??? Unfortunately, that's a story for another day. Or at least another chapter! LOL.

I promise the chapters get a little bit longer later on, but right now we're still setting up the scene. Hey, it can't be ALL action ALL the time, or nothing would make sense! Anyway, it seems only fair to give the rest of the brothers a chapter since this is such a Don-centric story (the best kind, IMO... heehee). Here we go!

Mikey couldn't breathe. He couldn't move, or think, or… anything. It didn't make sense. It was all wrong. It… wasn't right! What… what had… how… but… his brothers… the Battle Shell… His mind was filled with a blank sense of questioning… how, and why...???

He couldn't breathe.

As soon as he had felt the explosion rip through the air, Mikey had sprinted as fast as he could back in the direction it had come from. Everything in him was screaming that something was wrong, horribly wrong. Something terrible had just happened. It made no sense, because the explosion could have been anything, but he knew it wasn't "anything", it was "something", and it was something bad.

Upon reaching the Battle Shell – or rather, where it used to stand – he knew exactly what was wrong. There was no proof that any of his brothers had been there at the time of the explosion, of course. There was no reason to think that they might all be….well……

…He couldn't breathe. He could only stand in front of the crater that was now where he knew the Battle Shell had been. Slowly, he sank down to his knees, the energy to stand fleeing from the most energetic of the turtles. The charred pavement was rough and broken on his knees, like sandpaper, but he didn't notice. Mikey had never been so scared in his life.

"MIKEY!"

Mikey jumped to his feet, startled and nearly out of his mind with relief to hear the familiar voice calling his name. He spun just in time for Raph to nearly collide with him, a look on his face that Mikey knew must have been on his own as well: fear, relief, hope, despair, terror, confusion…

"Oh God, Mike," Raph gasped, grabbing hold of the younger turtle in an unusual gesture of emotion. "When I saw you just sittin' there… I thought…" He cleared his throat and let go, stepping back and shaking his head, trying to rearrange his face back into one of tough smugness, though he couldn't quite manage.

"Well, you're ok, anyway," he continued, surveying the ugly crater before them. "Ya seen the others yet?"

Mikey shook his head miserably. Meekly, he reached out and touched Raph's arm. Raph turned back and saw his desperate face, and his hard exterior melted away as he pulled Mikey in again, letting his youngest brother cling to him as if to reassure himself that Raph was really there.

"Hey, they're gonna be fine," Raph said, automatically and unconsciously glancing around to make sure no one saw him allowing himself to be hugged. "No worries. You know how Leo an' Donny are… dey can take care o' themselves."

"I thought I'd lost you all," Mikey whispered, the first tears starting to drip down. He held on to Raph as though he would never let go. "First the Elite, then that explosion… I was afraid that…"

"Hey, none of that crying," Raph complained, though not unkindly. "I'm fine, I'm here. An' the others are fine, too. Come on, we probably shouldn' be stickin' around here. Let's get outta sight, ok? Alright?"

As gently as he could manage, Raph dragged Mikey away from the pit into an old, wooden building nearby. Mikey let himself be pulled along and pushed down to a seated position on the rotting, dusty floor of the building, his thoughts going out to the two unaccounted for turtles. The leader and the genius… They couldn't afford to lose either one. They just couldn't! He heard a growl and looked up, realizing that Raph had already pulled out his cell and was trying to reach one of the others. Apparently, he wasn't having much success.

"Dammit," Raph cursed under his breath as Leo didn't answer. He hung up and tried Donny instead. The phone continued to ring and ring, but again there was no response. He closed his phone, looking troubled.

"Raphie?" Mikey whispered. "Do you think… do you think they're, you know…"

"They're alive!" Raph barked back, stress causing him to snap at his brother. "They're fine!" Mikey looked away, hurt, and Raph immediately felt guilty. He sighed and sat down beside the orange-banded turtle.

"Look, Mikey… if either one of 'em had been here, their phones wouldn't be workin' at all. They'da been destroyed in the blast. They're both ringin', I just can't get them to answer. Dey weren't here, ok? That means they're still out there somewhere… we just gotta go find 'em."

Mikey nodded. Remembering suddenly that he still had his brother's sai, he took the weapons out of his belt and held them out for Raph to take. Raph shook his head, a pained expression flashing across his face.

"Keep 'em for now, Mike. I still got… Leo's swords. We'll switch back once we're all together."

Raph got to his feet resolutely, offering Mikey his hand. After a minute, Mikey let Raph help him stand up. Raph nodded in satisfaction. The satisfaction almost immediately turned to confusion as he looked back down at his shell cell.

"Alright now… I t'ink there's some way to track da others with the phones, but… that's Donny's job. I ain't sure…"

He broke off as Mikey huffed impatiently and grabbed the phone from his hand.

"For Pete's sake, Raph, it's not that hard," Mikey grumbled, sounding so much like Donny that Raph actually managed a short laugh. Mikey ignored him, pushing a couple buttons until two small, blinking dots appeared on the cell phone's tiny screen.

"There," he said. Relief that the two phones were still able to send a signal was short-lived, however, as he studied the map. Raph watched as Mikey's face turned ashen and the younger turtle wavered, as though he might collapse.

"What?" Raph demanded immediately. "What is it?"

Mikey looked up, sadness marring his usually jovial expression. "One of them's down by the water… he's not moving. The other… the other…" He broke off. Raph took the phone and glanced down. There was the one on the shore, and there… Raph's heart sank as he realized what had Mikey so upset. One of their brothers – though he wasn't sure which one – was in the middle of Shredder's headquarters.

Shell.

This was very bad.

"What do we do, Raph?" Mikey asked, hopefully looking to his brother for answers. "Who do we go after first?"

Raph held back a sigh of frustration, knowing that this wasn't Mikey's fault and it would be useless to yell at him. But the truth was, he was so angry at that moment. It was moments like this which always reminded him that there was a reason Splinter hadn't chosen him as the leader, and he didn't like to be reminded. Especially not like this. Leo would know exactly what to do, and if he didn't then he would at least know how to make the others feel like he did. Raph was just lost, and now Mikey was expecting him to fix everything.

Choices like these were not usually left to Raphael, and he didn't like it, not one little bit. No matter what he decided to do, he was effectively abandoning one of his brothers to whatever fate they might be faced with. Mikey and himself couldn't afford to split up. He had to choose which brother to save, and which one to leave. It wasn't fair. What would Leo have done?

Raph frowned, torn over the decision he was faced with and knowing that every second of his hesitation was probably costing all of them dearly. More than anything, he wanted to get to Donny first at all costs, remembering how Shredder had wanted him so badly… and he knew Leo would prefer it that way. Unfortunately, he had no way of knowing which blinking dot was Donny's phone and which was Leo's. Heck, he didn't even know if either of the turtles still had their phones on them.

What to do?

Was this how Leo always felt? Raph decided maybe he'd ease up slightly on the leader, if he ever saw him again. No – when he saw him again.

"Raph?" Mikey prodded, impatient.

"Let's go to the shore," Raph sighed, finally. "It'll take all of us to go after the Shredder. We'll stand a better chance with three of us."

He felt an overwhelming sense of guilt and mentally whispered an apology to whichever brother he was leaving in the Foot tower alone, and praying desperately that it wasn't Donny. Not that he wanted Leo there either, but he was sure Leo could hold out. Donny… well, not that he couldn't… really… but, well, he shouldn't have to.

Mikey nodded, sensing the turmoil that accompanied the choice and kept quiet. Keeping an eye on the phone screen, the two ninjas headed off into the night.

oOo oOo oOo

Shell, he hurt! Leo lay still in the shallows, feeling the water lapping gently over him. It was so cold… the oldest turtle could feel himself starting to go numb, which was a blessing – it took the edge off the pain. That had hurt so bad… somewhere in the foggy recesses of Leo's mind, he made a mental note to himself never to take up cliff diving. Apparently, leaping headfirst off of insanely tall buildings – after battling ninja, running away at top speed, and then fighting some more – was a bad idea.

Who knew?

Leo briefly tried opening his eyes, but he was so sore and tired that he had to close them again right away. The waves pushed him farther up on the beach, and this time he didn't slide back at all. Leo lay on his plastron on the dirty beach; the damp sand was uncomfortable, but not enough to stop the unconsciousness that he could feel coming on.

Was that a voice? Leo was too exhausted to even think about hiding. Whoever it was had found him now, and that was that. He felt someone fall down in the sand next to him. Two sets of hands rolled him over, while two familiar voices were talking fast and excitedly over his head.

Leo blinked his heavy eyes open again but still didn't have the energy to keep them up. The last thing he had time to wonder before falling into beautiful oblivion was why Raph looked like he was about to cry.

R&R doesn't just mean "rest and relaxation".