April walks out of the farmhouse, finding her mother standing outside despite the darkness of the night. The woman stares out at the horizon, silent and contemplative of what's happened in the past day or two.

"Mom, are you okay?" April asks as she wanders to her side.

"I was just thinking about when we'd picnic in the woods by the stream," Mrs. O'Neil says, that light, dreamy, and casual tone back in her voice.

"Those are some of my favourite memories," April admits with a smile.

The two hug, yet another one of many that they've shared in the past little while. Mrs. O'Neil's smile falls. "We should go somewhere, just the two of us," she suggests. "Just drive off, leave these creatures behind." Her pupils dilate and her head darts back to the house, making her blonde hair sway around her face. "I don't trust them!"

April's mouth falls open and she steps back from her mother. "I...I can't do that."

"Why not?"

"They're like family," the redhead says, wrapping her arms around herself as she swallows. "They've always been there for me."

"I'm your mother, your family, not them." Mrs. O'Neil's lip curls and she jabs an accusing finger towards the house, as if to every mutant inside the house as well. "They're just a bunch of freaks!"

Mrs. O'Neil shakes her head and brushes past April, leaving the redhead feeling shocked, hurt, and very conflicted.

----------

"No one gets me," Michelangelo sighs as he sits at the kitchen table. There's a bowl resting before him, just at his eye level. "No one but you." Ice Cream Kitty emerges from her bowl, meowing happily as her neapolitan paws wave and bounce. "Aww! See? You're just so cute, I could eat you up." He grins and leans closer to her, brushing their noses together. "Om nom nom nom nom!" he teases.

He takes the can of whipped cream in his hand and sprays a nice sized dollop onto her head, dropping a cherry on top of the pile. She meows again, her tiny black eyes gazing up at Michelangelo with much affection.

"Diaval, I think you're being paranoid," Destiny's voice sounds from outside the kitchen.

The sound of two pairs of footsteps coming down the stairs reach Michelangelo's ears. One set is heavy and loud, occasionally breaking a steady rhythm as the owner stumbles. The second set is a lot more careful, albeit harried.

"Her desire's all off. Don't get it," Diaval's low voice comes in next. There's a heavy thud as he reaches the main floor. "Need to get it."

"Diaval, leave her alone. The guys are already worried enough about Mikey messing things up," she scolds. There's no response from her friend. She exhales heavily, annoyed. "I'm going upstairs to read. You should have some tea and try to relax."

The steadier set of footsteps recedes back up the stairs. Diaval enters the kitchen, stopping short when he sees Michelangelo. The turtle stares back at him and they maintain eye contact for a solid three seconds.

"You don't like mom either, huh?" Michelangelo asks, turning back to his pet.

Diaval nods, shuffling closer to him. "Gives off...bad feeling."

"Dude, that's what I thought!" The turtle's face brightens, but then falls. His eyes narrow. "Why do you think she's...off?"

The wizard hesitantly sits down on an empty chair, folding his hands together on the tabletop. He purses his lips. "Dunno...her desire's to get April."

"Get April?" Michelangelo repeats.

"It's all April. April, April...April. Get April," Diaval drones, tapping his pointer finger against his knuckles. "Not normal."

Michelangelo starts to respond, but Ice Cream Kitty interrupts. She hisses and meows at the kitchen window, scratching her paw at the air as she arches her body. The boys, alarmed by the mood swing, turn towards the glass. Michelangelo stands up and peers outside to see Mrs. O'Neil walking towards the dark forest with something clutched in her hands that they can't make out.

"What do you think, kitty? Go after her?" Michelangelo asks. The cat growls and hisses. He nods. "My thoughts exactly."

The turtle hurries out the door, intent on following Mrs. O'Neil out into the woods. He almost stops to go back and clean up the mess he made at the kitchen table, but he decides that this is more important. He'll just apologize and thank Destiny or one of the guys later.

Diaval hesitates before going after the orange-clad terrapin, his skin starting to tingle. Michelangelo stops at the tree line and turns around, staring up at Diaval with a suspicious frown.

"I need you to stay and be on lookout," he whispers, although his voice loses no urgency. He points to the ground. "Right here. Wait for me to come back, alright? If something goes wrong, find Destiny, because she's the only one who'll listen to you."

"Uh...wait, how d'you know if it's gone wrong?" Diaval asks, his pinkish eyes widening.

"Um..." Michelangelo shrugs. "I don't know. Figure it out."

He turns and dashes into the woods after Mrs. O'Neil, leaving a confused Diaval behind.

Mrs. O'Neil walks for a while, but the orange-masked turtle keeps tailing her. He slips behind trees and dives into bushes, stealthy as the night around him. At one point, the woman glances behind her and Michelangelo catches sight of two glowing, purple eyes.

He gasps. "Sweet mother of mutagen," he squeaks.

She comes to a spot next to a small creek. She kneels down and produces what she'd been hiding before, a glowing vat of mutagen. She pops off the lid and prepares to pour the ooze into the water, but Michelangelo acts first. He whips his kusarigama chain out and snatches the canister from her hands, flinging it off to somewhere else.

"You foolish whelp," Mrs. O'Neil snaps, turning and facing the turtle with a scarily deadpan expression on her face.

"Don't try flattering me," he shouts, spinning one pair of nunchucks as he points at her.

"You shouldn't have done that, Michelangelo," she says, stalking towards him. She reaches into her back pocket and pulls out a pair of scissors. "Now you've made mother very angry!"

Michelangelo's eyes widen at the scissors, but he stands his ground. "I knew there was something wrong with you," he says. "You're with the Kraang!"

"Yes! I will capture April O'Neil and take her to my masters," she says. She flings the scissors, the attack is quickly deflected.

"Well, mom, things are about to get a lot worse," he promises.

He lunges with a loud whoop. She dodges his swing and he tries again, but she evades it yet again. He turns to aim again, but she grabs his arm and flings him into a tree. He slumps to the ground with a groan, his head spinning.

"Mom's a lot tougher than I thought," he grumbles. He looks up at her as she advances, her eyes wide and unblinking. He curls back against the rough bark, his skin crawling. "What are you, really?!"

She twitches, the bones in her hands popping as she growls and screeches. Michelangelo gasps and opens his mouth to scream.

----------

"HELP!"

Diaval perks up, his hand tightening around his bow. He reaches for an arrow, searching the trees for any sign of life as he draws the string back. The hairs on the back of his neck stand on end.

"M...Michelangelo?" he calls, gaining very little volume.

No response. The pale boy takes a step backwards, his gaze darting towards the house. He can see Destiny in the kitchen window, her hair pulled up and out of her eyes as she does dishes. He remembers what Michelangelo told him and starts for the house, although he keeps his bow and arrow ready.

He goes into the house and turns into the kitchen, halting abruptly as both Leonardo and Destiny look up at him. Leonardo seems to be putting away the clean dishes even with his crutch perched under his arm. Destiny places a plate in the drying rack.

"Hey Diaval," she greets. "Enjoying the evening?"

"Des..." he starts, pursing lips. "There's...uh..."

"Put that away," Leonardo says, jerking his head downwards to Diaval's weapon. "Or at least put the arrow back. We don't need anyone getting shot."

Diaval stares at the blue-masked turtle blankly as he slowly removes the arrow and puts it in his quiver. His attention reverts back to Destiny as she dries her hands and forearms with a dishcloth.

"Michelangelo went out, thought...thought something's wrong," Diaval says, fidgeting in place as he looks towards the door.

Destiny arches an eyebrow and her ears flatten against her head. "Like...what? Is Mikey okay?" she asks. Leonardo shuts the cabinet and casts a skeptical look at the white-haired boy.

"Dunno, but—"

The front door swings open and Michelangelo walks through it. His eyes are blown wide and a creepy smile remains plastered on his face, his pupils dilated intensely. Diaval turns towards him and instantly feels himself go cold.

The desire radiating off of the orange-masked turtle is all wrong. The aura is cold, desperate, and evil, an aura that Diaval often felt around the Kraang and the Shredder. Michelangelo's desire cries out to have April, for April to be alone with him, and just feeling it makes Diaval utterly sick.

"You..." he mumbles.

"Mikey, you know leaving Ice Cream Kitty out of the freezer for too long will make her melt?" Destiny calls, wandering to Diaval's side while keeping her attention on the turtle. She laughs lightly. "She was nearly a puddle when Leo found her."

"Apologies, wolf-dudette. I totally didn't think of that," Michelangelo says automatically, his tone fluctuating in an unnatural way.

"Destiny, get away," Diaval urges, holding his arm up in front of the wolf girl. He keeps staring at Michelangelo. "He's not right."

"I am totally alright," Michelangelo insists. He keeps grinning. "I think I'm tired. I'm going to the basement now."

He turns and heads down the stairs without another word. Destiny shakes her head, looking up at Diaval.

"Honestly, what is with you?" she asks.

He turns to stare down at her, his expression gaining a hint of pleading. "Des, dunno how...b-but that's not him. Please..."

Destiny doesn't move. She swallows and moistens her lips, her tail swishing. She opens her mouth slightly only to hesitate.

"Des, where's the dish towel?" Leonardo calls, snapping her attention to Diaval in half.

The wolf girl turns and laughs lightly, lifting the towel. "In my hand. Sorry, I forgot to put it back," she says as she returns to the kitchen.

Diaval scowls at Leonardo behind their backs. He steels his nerve and starts towards the basement, readying an arrow on his bow again.

----------

"Hmm," Donatello mumbles. The Kraang ship around him is quiet, the perfect place for the intelligent turtle to think as he works on his computer.

"What up, D?"

"Whoa!" He jumps, spinning around to find his younger brother standing near the exit. "You scared me, Mikey," he says. He looks back at the screen with a sigh. "I'm just looking over data from the cryotube's computers. Some of these readouts...don't make sense."

"Donnie, have you seen mom?" April asks as she walks in, not noticing the turtle standing directly by the door.

"No," Donatello admits, abandoning his computer to focus on her. "What's up?"

She rolls her eyes. "We sort of had a little argument earlier and now she's gone. Probably because Mikey freaked her out."

"Don't worry, April," Michelangelo says, making her turn to face him. Surprise crosses her features. "I'm sure she's around. I'll be up in one minute to help look for her."

"No thanks, Mikey," she snaps as she starts for the door. "I don't need your help."

She storms out as Donatello turns back to his computer. "Now, let's see exactly what the Kraang did to April's mom," he says, tapping a few things out. His eyes widen. "No, it...it can't be. She's...she's not..." He gasps and backs away, starting to turn his body. "I've got to tell the others."

Mrs. O'Neil stands over him, creepy shadows covering her face and body, and he's forced to stop. "Hello Donatello," she says lowly.

Outside, Diaval stands on the staircase with his bow and arrow aimed at the ship. He waits, his body starting to tremor. There's a crash and screams from within the ship and the boy instantly becomes more alert.

He hesitates, trying to make his feet move, but he feels frozen. The screams stop. The noises cease completely. It's like they never happened in the first place.

A silhouette appears in the doorway of the ship and Diaval tenses further. Donatello stares back at him with a blank expression, arms crossed over his plastron.

"Diaval," he says.

The human takes a backwards step up the stairs, his palms starting to sweat, and he nearly trips. The horrible aura of the desire for April is back. He can feel it and it's only serving to scare him further. Donatello's desires occasionally switch to wanting April, yes, but those desires have always felt warm and entirely loving.

This desire is just like Michelangelo and Mrs. O'Neil's: cold, evil, desperate.

The purple-masked turtle watches him, never blinking. "Is there a problem?" he asks, arching an eye-ridge as he grins widely.

"N-No," Diaval stammers, shaking his head. "Gonna...g-go..."

He turns and races up the stairs, falling onto the main level and letting the trap door slam shut behind him.

----------

"Mrs. O'Neil?" Leonardo calls, limping into the Kraang ship. "Uh, mom?"

The blue-masked turtle's mouth twists at the corner and he rolls his eyes as he continues along. He rounds the corner, where Donatello stands at one of the computer panels. His tall brother's hands are immobile and his body is just as much so.

"Hey Donnie...uh, where's mom?" Leonardo asks, stopping in his tracks.

"No one's here but me," Donatello answers curtly.

"Well...Diaval was acting weird. He said you weren't being yourself and that he was worried about mom," the eldest turtle continues. He arches an eye-ridge as he observes the ship. Donatello still doesn't move. "Are you sure she isn't here?"

"Mm, sorry, Leo. Haven't seen her."

Leonardo's eyes fall to the floor, where Donatello's ruined computer lays amongst shattered pieces of the hardware. His eyes narrow. "Okay, then. I guess I was mistaken. You...seem perfectly fine," he says slowly, turning around and moving from the room at the same speed as his speech.

The second the turtle turns his back, the Donatello imposter hisses and spins around, sending a slimy pink tentacle flying at Leonardo. He unleashes his katana and slices it off with a quick sweep, but another tentacle hits his bad leg and makes him buckle. He grunts in pain as the white-eyed monster shrieks out.

He stumbles back to his feet, heart pounding. "Gotta move," he grunts.

He manages to limp out of the ship with the monster right on his tail, screeching the whole time. He climbs onto the stairs, but one of the steps breaks and he collapses again. He looks back just in time to see the thing that used to be his brother close in.

----------

There's a scream and the sound of glass shattering. Raphael looks up from his spot on the couch, arching an eye-ridge. Destiny, who had been reading on one of the armchairs, also perks up. Diaval jolts straight up from his chair and drops his magazine, it falling open to a two page spread decorated with a tropical island.

"What the heck?" Raphael asks.

"That sounded like Leo!" Destiny guesses, ditching her book and snatching her uchigatana from beside the chair.

Both Destiny and Raphael dash to the trapdoor leading to the basement. Diaval trails after them, his face slack with terror. Raphael pulls the door open to find Leonardo at the bottom of the stairs. The injured turtle limps and groans, trying to get up but stumbling each time.

"Leo!" Raphael calls, dashing down the stairs. Destiny is quick to follow and Diaval starts after her, but slows down the closer he gets to the blue-masked turtle. It's all wrong again.

Raphael helps his brother up, leading him to a chair. Leonardo sits down, holding his head as he keeps his eyes shut.

"Bro, you okay?" Raphael asks.

"I think so," Leonardo answers, hunching over as if his gut suddenly hurts too much to bear.

Destiny moves towards Leonardo, but Diaval's hand flies out and he grabs her forcefully by the arm. Her expression floods with alarm as she turns to her friend. He never touches her, certainly not like this.

"Stay...away...from him..." Diaval nearly growls.

"Diaval, what—" She winces and tugs at his grip. "H-Hey, that hurts!" she says, tone edging towards fear more and more.

Diaval shakes his head rapidly, dragging her closer to him. His expression is stone cold. "No, you can't."

"Des, take him away from here," Raphael snaps, his jaw clenching. "And you, let go of her," he directs at Diaval.

The boy shakes his head, still holding her in place. "No!"

"Diaval!" Destiny nearly cries, now trying to pry his fingers off of her. "Please, you're scaring me!"

"R-Raph..." Leonardo croaks. The red-masked turtle spins to his brother. "Mikey was right, April's mom...she really is a creature," he says.

"What? Well, where is it?!" Raphael demands, unleashing his sais and stomping closer to the ship.

Leonardo stands abruptly and lifts his head. His pure white eyes shift towards Destiny and he grins deviously. Destiny feels her blood run cold.

"Here."

Tentacles emerge from his shell and arms as he hisses. Destiny, too shocked to scream, forgets all about Diaval's grip on her arm. Raphael spins around, his eyes as wide as hers.

"Des, get outta there!" he hollers.

"YOU FIRST!" the Leo-Beast screeches, its white eyes falling on Diaval. "MEDDLING BOY!"

He lunges for Diaval, tentacles at the ready, but Destiny reacts first. She unleashes her uchigatana and slices upwards, taking one of the tentacles clean off. It screeches in pain and lurches backwards. Diaval finally releases Destiny's arm and readies his own weapon.

Raphael swings one sai towards the ceiling. "Both of you, get out of here!"

The beast lets out a menacing hiss and attacks again, tentacles flying towards Raphael. The turtle grunts and dodges to the side, sais flashing. Destiny grips her sword tighter.

"I mean it! Go warn April and Casey!" Raphael demands, attempting to evade the doppelgänger's attempts. Destiny finally gives in and starts up the stairs, disappearing to the above ground world.

One tentacle latches around Raphael's ankle and he's yanked into the air, his sais clattering to the floor. Diaval lets loose an arrow that impales the Leo-Beast's arm, earning a shriek as it drops Raphael onto his head.

Before the turtle can get back up, the beast recovers. It stalks towards Raphael, Leonardo's glistening teeth flashing in its demonic smile, and the turtle fumbles to find his weapons. He's losing time. The beast is gaining.

There's a surprisingly loud yell and Diaval tackles Leo-Beast to the ground and grapples for power, shrieking and grunting filling the crowded basement space. Raphael gapes, his electric green eyes unblinking out of pure shock. The nineteen-year-old may look wiry, but he's holding his own against the beast even better now that he doesn't have to worry about staying upright.

"Go!" Diaval shouts, landing a punch to the creature's face as it chomps his hand. He yelps and holds on tighter, struggling to keep his hold. "GO!"

Raphael retrieves his sais and books it for the trapdoor, his heart pounding even harder than before as the shrieking dies down behind him.