Teenage Mutant Ninja Turtles 1987

The Phantom of the Floxy Redux

By Lucky_Ladybug

Notes: The characters are not mine and the story is! This is part of my Exit the Fly verse, set around late season 7 or a different season 8. Baxter is human again and an ally of the Turtles'. His brother Barney works for Shredder.

Barney Stockman was not in a good mood. He stormed about his laboratory in the Technodrome, alternately tinkering with his latest invention and pacing up a storm.

"Barney, what's wrong?" the alien computer motherboard asked.

"You want to know what's wrong?" Barney spat. "I'll tell you what's wrong! I hate my brother!" He threw a screwdriver to the desk and stamped his foot. But then his shoulders slumped and he continued, "And I hate myself for it."

"Why?" The computer didn't sound surprised. Of course, it rarely did.

"I have no real right to hate Baxter," Barney said. "He never tried to hurt me. If anything, he should hate me. I deliberately tried to bring misery to him for most of his life. I tried to kill him!" He sank into the chair and dug his hands into his hair. "I honestly never wanted that. I worry about him and I don't want him to be hurt . . . but I can never bring myself to say that to him. Every time I see him, I just dig our problems deeper. Like last time. I was shaken up by those Turtles telling me he was in a coma after I hit him. I wanted to ask him about it. But then we had that idiotic disaster with those alien cabbages and I let my temper get away from me when one of them cloned me! I was nasty to Baxter every time I encountered him that day."

"Maybe you need to practice anger management before you see him again," the computer suggested.

"I know Krang is working on something related to anger management, but he's just starting it," Barney said with an impatient wave of his hand. "And I don't know how to control my temper without some kind of invention to force me to do it. That was always more of a problem for me than it was for Baxter. He used to be a meek and mild sort in general. I haven't seen much of that side of him lately." He frowned. "But he hasn't really turned into a cynic like me either, even though he's grown bitter. I can see he has hope."

"I think he's just tired of being pushed around and hurt," said the computer. "He used to tell me how unhappy he was and how at least when he stopped being a doormat, he felt more powerful than he ever had before."

Barney sighed and looked down at the desk. "I used to tell him sometimes that he shouldn't let himself be a pushover, but it never seemed to sink in then. He had to get hurt over and over before it did. Meanwhile, I've almost always been angry, bitter, and unable to take anything lying down. What does it say about him that it took years of pain to get him to that point? What does it say about me that with me it didn't? I couldn't tolerate much of anything before I'd had enough."

"You still both have in common that you've endured pain and hurt in your lives. Maybe you should try to have a calm, peaceful talk about it."

"I doubt that will ever happen," Barney said bitterly. "Not with me around. And how can I hate him and care about him at the same time?"

"They do say love and hate are very closely related emotions," the computer said. "Not that it sounds very logical to me."

"Nor to me," Barney grumbled, crossing his arms on the desk.

The computer hesitated. "Barney . . . have you ever told him that I'm still around? He probably thinks I was destroyed."

"I haven't told him. I don't know why. Maybe I wanted something else all to myself. Even though he has every right to know about you."

"I see." The computer's thoughts on the matter were impassive, but Barney doubted it was pleased.

". . . Do you like me?" Barney suddenly asked.

Now the computer seemed taken aback. "I like having someone to talk to again."

Barney gave a dark smirk. "But you don't like me."

"I like Baxter better."

Barney pushed himself up from the desk. "So does everyone else. You're certainly not alone." He started to cross to the far side of the room. "I wish someone would ever like me for me, even though I know I'm not the most likable person around."

"Someone does. The person you hate."

Barney fell silent. "And isn't that the ultimate irony."

". . . Do you know why people like Baxter?"

"Because he was more socially prominent," Barney spat. "He was always putting himself out there. He was so pathetic that it was the only recognition he could get. His inventions never took off."

"I can't say if that was why they liked him, but I know why I like him."

"Then enlighten me, please."

If the computer recognized Barney's heavy sarcasm, it ignored it. "Because he's a kind person. For all of his knowledge and skills, he was also naive. He was always being used by others and he just finally had enough. I felt he was someone who deserved to succeed, so I tried to help him."

Barney slowly turned back. "Some of that may have been the fly's influence," he said. "He's really not that naive anymore."

"Yes, I guess eventually after many betrayals and cruelities, he would become a more hardened person."

"Oh, he's still kind," Barney said. "As I said, he even still has hope."

"Or he found it again," said the computer. "He certainly didn't have it when he was with me. He barely had any humanity left by the end. I watched him degrade from still being human to being more fly than anything else. I felt helpless. I could barely get him to remember anything for more than five minutes."

Barney looked away, not wanting to admit to how much that troubled him. "He was as bad off as all that and he didn't even have me to turn to," he said quietly. "All he had in the world was a piece of an ancient alien computer." Then he frowned and looked back, his eyes dark. "But are you sure you always cared about what he wanted? You were the one who encouraged him into some of his insane revenge schemes, including the one that would have set you up as a world dictator. I remember hearing that one on the six o'clock news."

"It would have benefitted us both," the computer replied. "I wanted a friend and I wanted to help him get what he wanted. And all he wanted was revenge on those who had hurt him."

"He couldn't even remember who had hurt him," Barney objected. ". . . He never tried to take revenge on me."

"I can't answer why."

"And I guess I can't expect a computer to understand why helping someone take revenge isn't a good idea. I can't really preach about it anyway, considering what I've done."

"That doesn't stop most humans from preaching."

That brought a dark smirk. "You've got a point there."

". . . I haven't always been a good friend to Baxter."

"I'll agree with that, but why do you think so?" Barney raised an eyebrow.

"I broke and betrayed him more than once when I was threatened."

Barney heaved a sigh. "Does anyone ever not betray someone else? We're all such weak-minded beings who are concerned with self-preservation above all else."

"It's sad, isn't it."

". . . Yes," Barney acknowledged in some surprise. "It is."

The door burst open without warning, startling them both. "Barney!" Shredder snarled. "What are you doing?"

"I was taking a break from working," Barney said haughtily. He went back to the desk and rummaged through the mess he had spread out. At the same time, he pushed the motherboard under the work bench.

Shredder didn't notice. "Well, come on," he grumped. "We have work to do on the surface."

"Such as?"

"We'll talk about it on the way. Just one thing." Shredder hesitated, looking embarrassed and awkward. "Can you play the piano?"

Barney gaped at him. "What?!"

"Just answer the question!" Shredder snapped.

". . . Yes." Barney glowered ahead. "Our parents wanted us to take lessons as part of integrating into proper society." He sneered. "I was better at it than Baxter was."

"Really?" Shredder sounded disbelieving. "I wouldn't think either of you would be much interested in it."

"When I thought of it in terms of mathematics, it became much more interesting," Barney said. "Baxter didn't have much patience for it because he wanted to work on his inventions. How ironic that he was the one who became more prominent in society."

"Isn't it." Shredder looked hard at Barney. "This isn't any idle, nonsensical query. If you can play the piano, it's vital to our next plan to raise the Technodrome from the ocean floor."

"Really." Now Barney sounded disbelieving. "How does one have anything to do with the other?"

Shredder's eyes glinted. "You'll see."


Deep in the Turtles' Lair, they were all gathered around the television for their usual viewing of the evening news. "April said she was going to have a really weird story tonight," Donatello said.

"Like, could anything be more bizarro than her report on Twin Beaks?" Michelangelo returned.

"Do you have to ask that question?" Raphael grunted.

"Quiet, guys!" Leonardo exclaimed. "Here's April."

On the screen, April was standing in front of an old and dilapidated and vaguely familiar building. "This is April O'Neil, reporting live from the Floxy Music Hall," she announced.

"The Floxy?!" the Turtles cried in surprise.

"It sure doesn't look like a new wave dance club," Michelangelo blinked. "It looks even worse than the last time we saw it!"

"Many of us remember the last time the Floxy Theatre was prominent in the news," April continued. "It has stood abandoned ever since the dance club idea was abandoned in favor of preserving the Floxy as a historical monument. However, when attempts were made at repairing the damage caused both by years of neglect and the unfinished demolition, the workers were once again chased away by unexplained accidents and a mysterious figure. Rumors of the Phantom of the Floxy rose once more and the Floxy has stood as a condemned building since then. Now, the historical society that campaigned for the Floxy's preservation is trying again to move forward with plans to have this beloved old theatre restored to its former glory. The chairwoman, Andrea Lukas, has a message she wants to share. Ms. Lukas?"

A determined dark-haired woman standing next to April spoke into the microphone. "I am certain the Phantom of the Floxy is only concerned for the Floxy, as he had been all through the years, and that if he can be brought to understand that we are not trying to destroy the theatre, he will welcome our efforts with open arms."

"Have your people tried to communicate with the Phantom?" April asked.

"Yes, we have," Ms. Lukas nodded. "Unfortunately, there has been no response as of yet. But we won't stop trying!"

"And what has happened to the renovation while this is going on?"

"It has been brought to a standstill," Ms. Lukas admitted. "We don't want to risk angering the Phantom further until we can make him understand. But mark my words, Miss O'Neil: this time we are going to restore the Floxy! When we're finished, it will look just as it did in its glory days one hundred years ago."

"And there you have it," April said to the camera. "The Phantom of the Floxy legend is still going strong after over a century. What will this mean for the Floxy's restoration? Only time will tell. This is April O'Neil, Channel 6 News."

Leonardo flipped off the television. "That's really weird, alright," he said in concern. "There shouldn't be anything strange happening at the Floxy. Urk was finally able to leave in his pipe organ spaceship!"

"Yeah, and according to this, the weird stuff kept right on happening almost immediately!" Raphael said. "We just kind of forgot about the old Floxy after Urk was gone."

"I wonder what else could be lurking there," Leonardo frowned. "Shredder tried to impersonate the Phantom once; maybe someone else got the same idea."

"It's probably just some homeless people who've been living there, maybe in the basement catacombs," Donatello said.

Michelangelo gulped. "Or maybe there really is a Phantom! Like, a ghost!"

Leonardo wasn't sure what to think. "Well, we know there really are spirits," he said slowly. "Maybe some of them actually do hang around specific locations." He got off the couch. "Why don't we go down to the Floxy and talk to April about it?"

"Mondo notion, Leonardo," Michelangelo grinned. "Let's go!"


When the Turtles arrived at the Floxy soon after, they found April and Baxter standing outside and still talking to Andrea Lukas. Vernon, looking both annoyed and worried, was wrapping up the camera cord and storing the equipment in the news van.

"Let's go, April," he pleaded. "I don't want to be around if . . ." He shuddered. "If the Phantom really comes. . . ."

"Oh, that's nonsense," Baxter scoffed. "There isn't really a spectre haunting this theatre!"

"Well, there's certainly something here," April said. "And we can't leave now, Vernon; the Turtles are here. They must have heard my report."

"Oh, goody," Vernon muttered.

"Hi, everyone," Leonardo greeted, trying to ignore Vernon's usual crabby mood. "You're right, April, we saw your report. We were really surprised; we hadn't realized there was still so much trouble at the Floxy."

Ms. Lukas turned to look at them. "Oh, you must be the Teenage Mutant Ninja Turtles," she said. "I've heard so much about you from Miss O'Neil's reports."

"That's right," said Raphael. "It's us, in the flesh. We have a certain little connection to this place, so when we heard about something new going on, we had to check it out."

"That's wonderful!" Ms. Lukas gushed. "Maybe the Phantom will recognize you as the prior saviors of the Floxy and he'll listen to you!"

The Turtles exchanged bemused looks. "I don't know about that," Leonardo said slowly, "but I guess if you want us to try to talk to him, we could. . . ."

"I want it very much!" Ms. Lukas turned and walked up to the front doors with purpose. As she took out a key and turned the lock, the old doors creaked open in an ominous manner.

Michelangelo swallowed hard. "Like, after you, Buds."

"Oh, come on, Michelangelo," Donatello said. "Baxter's right; there's no ghost. It's perfectly safe." He took several steps in and then had to jump back as a beam fell from the ceiling. ". . . Of course, we could be wrong. . . ."

"It must have already been loose," Baxter said. "It fell because of the sudden movement of the door and you."

"Actually, I never have understood why so many scientists pooh-pooh the idea of ghosts," Ms. Lukas said, looking from Baxter to Donatello. "Aren't scientists supposed to keep open minds and be ready to acknowledge new discoveries that previously seemed impossible?"

Baxter flushed and adjusted his glasses. "Well, that's true. . . . I suppose it's more of a personal belief than anything else. . . ."

"Science certainly hasn't proved the existence of ghosts," Donatello said. He looked warily up into the rafters as he spoke.

"But it hasn't disproved it either!" Ms. Lukas insisted.

"You've gotta admit that's true," Michelangelo said slowly.

Ms. Lukas went on, "And what about the scientific experiments that prove the body grows slightly lighter after death, as though something like a spirit has left?"

April looked amused. "She's really on a roll." She headed after the group entering the theatre.

"April!" Vernon cried. "What are you doing?!"

"Are you kidding?!" April retorted. "The Turtles are going to try to talk to the Phantom of the Floxy! That's news!"

"For a tabloid," Vernon sniffed. "And you know we can't take camera equipment in there. The last cameraman who tried that almost got himself killed when part of a balcony broke off!"

"That was a freak accident," April insisted. "Burne will want this story, Vernon! Get the camera and come on!"

Vernon's knees knocked in his growing fear. "Alright, but if I end up dead, I'm holding you personally responsible! And there will be a Phantom of Channel 6!"

"Oh Vernon, you're so morbid," April said, unfazed.

High above them on the roof, Shredder stood and watched and waited while Vernon collected the equipment again and trailed after April. Standing next to him, Barney scowled as he adjusted a huge floppy hat.

"This is ridiculous, Shredder!" he fumed. "I see no reason why I have to do something so beneath myself!"

"I've already explained that!" Shredder said in frustration. "There's a mysterious power source somewhere in the catacombs under the theatre, but we can't dig for it with this new renovation project going forward. Someone has to play the Phantom to scare people away until Bebop and Rocksteady find it!"

"You played the Phantom before," Barney sniffed. "You should do it again."

"I could barely put the notes together," Shredder growled. "This could take some time, so the Phantom must be believable at what he does."

"But me?!" Barney took several steps forward and tripped over his cape. "Oh! This idiotic costume is too big for me!" He pushed himself up, his eyes flashing. "I've never been clumsy in my life! I'm not going to start now!"

"Then pin it up!" Shredder said impatiently. "This was the smallest cape in the costume department. The problem really isn't the costume; it's that you're too short."

Barney leaped up, the unbridled rage on his face rather comical in light of the size difference between him and Shredder. But before he could scream, Shredder clamped a hand over his mouth. "And you be quiet," he ordered. "It will spoil everything if they hear us up here."

Barney silently fumed. "Alright," he hissed when he had his temper barely under control. "But I will not wear this mask!" He held it up. "It won't work with my glasses."

"Don't you ever wear contacts?" Shredder scowled.

"No!" Barney snapped. "I hate contacts! They're always falling out and getting lost at the most inopportune times and in the most inconvenient places!"

". . . I can't argue with that," Shredder conceded. "Very well then. You'll either have to find a cloth mask that won't interfere with your glasses or else keep the hat pulled low over your face."

"I won't be able to see to play the piano or the organ or whatever it is I'm supposed to play!" Barney retorted.

"Must I think of everything?!" Shredder snarled. "Get in there and improvise!"

Barney gave him a dark look. "I am not an actor. And improvisation is dangerous in science. Without the exact formula, you can create something completely contrary to what you meant to!" He stormed over to the rope hanging through an old hole in the roof. "And this wasn't my idea or my desire. You were the one who insisted. You should be the one to figure out how to make it work." Without waiting for a response, he grabbed the rope. But then he paused again. "And I can't disguise my voice."

"Then be silent!" Shredder practically boomed. "That might be more frightening anyway!"

"Very well!" Barney swirled into the theatre on the rope.

Shredder sighed and leaned back. ". . . I'm actually starting to think I would welcome Baxter's timid nature," he said to himself. "Only the little weasel isn't so timid anymore, is he."

If Shredder realized that his and Krang's abuse was the main reason for that, he didn't acknowledge it.


Michelangelo looked around the darkened theatre, growing bolder as nothing else happened. "Hey, this place doesn't look much different than when we were here last," he said.

"Except for that," Raphael said, pointing to the organ pit as Ms. Lukas flipped the lights on.

"Wow," Michelangelo said in amazement. Another organ was in position and ready to go. "I thought the organ wouldn't have been replaced until everything else was done."

"It was mysteriously delivered to the theatre earlier today by an anonymous doner," Ms. Lukas told him. "The movers just put it in place without being told what to do. Naturally we're planning to move it somewhere safe while the renovation continues. But it looks so nice there, doesn't it?"

"Sure does," Michelangelo said. "It's just missing someone to play it."

"And it looks like we're getting that too!" April yelped.

"Oh no!" Vernon wailed.

Raphael gaped. "There really is another Phantom?"

Indeed, a stranger in a cape and hat was just settling down at the organ. As he brought his fingers onto the keys, the overture from The Phantom of the Opera echoed through the halls.

"Okay, this guy is clearly a joker," Raphael said flatly. "Who plays The Phantom of the Opera while pretending to be The Phantom of the Opera?"

April ran forward. "Excuse me!" she called. "Who are you? What do you want?"

The Phantom only continued to play.

Michelangelo decided to try. "Yo, Dude! Hey, Dude!" He hurried forward and over to the back of the organ pit, where he hoped to be able to get a glimpse of the strange new ghost. "Hello!" He waved vigorously.

The Phantom slammed his hands on the keys and stood with a swirl of his cape. Michelangelo only caught a brief look at the light reflecting off something on his face.

Vernon raised an eyebrow as the Phantom ran. "He's certainly short for the Phantom of the Floxy," he remarked. "I always thought the Phantom was tall, like me."

April ran after the departing character. "Hey, wait!" she cried.

Raphael shrugged. "Oh well." He gave chase too, as did the rest of the group.

"Please!" Ms. Lukas called. "We only want to talk to you. We're not out to destroy your beloved Floxy. We only want to restore it to what it was like when you were alive!"

Baxter's eyes narrowed as he watched the Phantom flee. Strange, he thought to himself. I recognize that run. But aloud he said nothing.

The Phantom soon fled down a darkened corridor. When the group followed, he had vanished. They ground to a halt.

"Well, that's a wrap," Raphael said as he threw his hands in the air. "Where did he go?"

"This theatre is filled with secret passages, just like the Paris Opera House in The Phantom of the Opera," Ms. Lukas said. "He could be anywhere."

"Who could be anywhere?"

Everyone jumped a mile. As they spun around, they found themselves looking at Irma and a curious young man.

"Irma!" Raphael said in surprise. "And Howie. Hi there."

Baxter stared in disbelief as Howie came forward and started to sing to the tune of I've Got You, Babe. "Hey, Ninja Turtles, it's great to see all of you here tonight. We've got a lot of fun in store, so come feel free to turn on all the lights."

Baxter folded his arms. "Excuse me?"

"This is Howie Hardy, a songwriter," Irma explained. "He's been a friend of mine for a long time."

"He makes up songs on the spot for literally every occasion," Raphael added. "Meetings, greetings, fights, alien invasions . . ."

"And this is Dr. Baxter Stockman, Howie," Leonardo said, gesturing at Baxter. "He's also a friend of ours."

"Oh, I saw a story about you on the news the other day," Howie said.

"Yes, well, you don't have to worry about what you saw in that story happening any more," Baxter hurriedly said. He didn't particularly want to talk about having been a giant fly in front of Ms. Lukas.

"I'm not worried," Howie smiled. "You're a friend of the Turtles' now, so everything's okay."

Leonardo had to smile a bit at Baxter's visible surprise. Not everyone would have a hard time trusting him.

"So Howie, Dude, what brings you here?" Michelangelo asked.

"That was Ms. Lukas's doing," Howie said grandly. "She knew I'd been involved with the Floxy before and she thought I'd like to be onboard for the renovating. I'm starting to think I really will write a rock opera about the Floxy and its Phantom!"

"We just saw the Phantom," Leonardo said, pointing over his shoulder with his thumb. "He was the one we were chasing down the hall."

"Really?" Howie's eyes grew wide. "You don't think it was Urk, do you?"

"Urk?" Ms. Lukas blinked.

"Someone who was masquerading as the Phantom," Donatello inserted. He wasn't eager to say that Urk was an alien who had played the Phantom for over a century while his ship had been broken.

"And unless Urk has changed his Phantom's appearance, it most definitely wasn't him," Raphael said matter-of-factly. "This guy was short."

"And he was wearing glasses," Michelangelo interjected.

All eyes turned to him. "Glasses?" Donatello repeated.

Vernon snorted. "Of all the ridiculous . . . phantoms don't need glasses!"

"Maybe he would wear the image of glasses if he had them in life," Ms. Lukas spoke up. "Just so he would be as recognizable as possible."

"I saw the glasses, Compadres," Michelangelo insisted. "And the light was reflecting off of them, so I don't think it was just an image. It looked like the real deal."

"And that means this Phantom isn't dead either," Donatello said.

Baxter fell back, looking overwhelmed. "Do you know of any secret passages in this corridor?" he asked both Ms. Lukas and Howie.

"Oh. Well . . ." Ms. Lukas looked uncertainly down the hall. "I don't know of very many in the theatre in general. I'm hoping we'll find more of them during the renovation. Then again, I imagine that's the last thing the Phantom wants."

"I don't know of many either," Howie said apologetically. "Just a couple I ran into by accident. And neither of them are here."

Irma looked worried. "Why do you think someone is still playing the Phantom?"

"Hey, maybe there always was a Phantom in addition to Urk," Raphael said half-sarcastically. "And maybe this new joker tonight is just playing a game."

"No," Baxter said quietly. "I don't think so."

Donatello looked to him with a start. "What is it, Baxter?"

Baxter shook his head. "I don't want to say. Not yet. It might be nothing."

Irma wandered over to a small version of the large painting of the Phantom that hung in the main auditorium. "I never thought we'd all be here again trying to solve another mystery involving the Phantom of the Floxy," she said.

Howie came over to examine the picture with her. In a moment he had burst into song, using the tune of his first Phantom song. "He's the Phantom of the Floxy, and he's busting out the Oxi, 'cause he's coming back to clean up the theatre that he loves. . . ."

The sound of the organ brought a sharp halt to his song. Everyone looked back up the corridor in shock. "He's back in the organ pit!" Leonardo exclaimed. "How did he get past us?!"

"One of these rooms or passages must lead back there," Baxter said.

"Or maybe he just walked through the walls," Michelangelo gulped.

"Ghosts do not wear glasses," Baxter insisted. He ran past the group in the direction of the auditorium.

"Do you amigos get the feeling Baxter knows what's going on?" Michelangelo said as they dashed after him.

"I get the feeling he thinks he knows what's going on," Raphael countered. "And like he said, he's not going to let us in on it."

"Not until he's sure," Leonardo reminded. "And maybe I'm starting to get an idea of why he feels that's important."

Baxter flew into the auditorium and over to the organ pit. "Stop!" he called.

The Phantom obeyed. But then he leaped up, moving to jump through the nearby hole in the floor into the basement catacombs.

Baxter tackled him before he could. They both fell off the edge and onto the cold, hard stone floor below, where they struggled violently. First one had the upper hand, then the other. At one point, Baxter harshly grabbed the Phantom's shoulder and felt something come off in his hand. The Phantom hissed in pain.

"Baxter!" Leonardo yelled from the top of the hole.

The Phantom finally pushed Baxter away, his eyes flashing behind the black Zorro mask he had elected to wear. Stumbling to his feet, he ran into one of the many arched doorways and vanished.

Leonardo jumped down near Baxter, who was sitting on the floor and seemed dazed. "Baxter, are you alright?" he asked in concern.

"Yes," Baxter answered, pushing up his glasses. "I'm just fine . . . except for this." He opened his hand, revealing several red hairs laying in his palm.

Leonardo leaned over to look. "Uh oh."

"Hey, what's the haps down there?" Michelangelo called worriedly. "Is Baxter okay?"

"I'm alright," Baxter assured him. "We'll be up in a moment." He closed his hand around the hairs. "I don't want that woman Ms. Lukas to know that my brother is most likely the Phantom. Not unless she has to." He looked pleadingly at Leonardo.

"I understand," Leonardo said kindly. "But how sure are you that it's him?"

"Combined with his height, hair color, the glasses, and the fact that I recognized his run, almost 100 percent sure," Baxter said.

"But if he's the Phantom, then Shredder must be involved," Leonardo knew. "Barney wouldn't do this for kicks. I didn't even know he could play the organ."

"We both learned the piano," Baxter said. "He was more interested in it than I was, but I'm not that bad at it."

"And the organ isn't too hard to figure out if you know the piano," Leonardo mused.

Then the other Turtles were dropping down next to them. "You were taking way too long to come up, Compadres," Michelangelo said. "Something is wrong, isn't it?"

Baxter got to his feet. "I think Barney is this Phantom," he said quietly. "I don't want Ms. Lukas to know. Or Mr. Fenwick. And I don't really know this Howie person. He might make up a song about it."

"With Howie, you never can tell," said Raphael.

"I'm sure he wouldn't do it if you asked him not to," Leonardo said. "But Barney, or whoever the Phantom is, disappeared down here. We need to find him!"

April jumped through the hole now. "Okay, guys, what's up?" she asked.

"The Phantom went into one of these rooms," Leonardo said. "We're going to look for him."

"Great!" April's eyes sparkled with anticipation. Then, thinking of something, she said, "You know, Howie might know these catacombs pretty well. It could be faster if you brought him along."

Baxter sighed in frustration. "I suppose that's true."

"What's going on down there?!" Ms. Lukas called. She leaned over the edge, her eyes flashing in concern. Next to her, Irma and Howie peered down, also looking worried. Vernon supported the heavy camera and just looked frustrated.

"We're trying to catch up with the Phantom!" Leonardo called back. "He went into one of the rooms down here."

"Oh dear." Ms. Lukas sighed. "I'm sure you won't find him. He goes down there when he doesn't want to be found."

"We want to try anyway," Leonardo said. "Why don't you keep watch up there in case he comes back?"

"Well, alright," Ms. Lukas said slowly. "We don't want to crowd him, it's true."

"I'll stay up here with you," Vernon said immediately.

"It's a good thing I have my mini-camera," April said in a wry tone.

"Hey, guys, can I help?" Howie called.

"That'd be great, Howie," Leonardo answered. "Thanks."

"Then I want to come too," Irma declared.

"I really don't know," Ms. Lukas hedged. "I really don't think he'll like so many people down there."

"We'll spread out," Leonardo promised.


Unfortunately, Ms. Lukas's prediction was correct. Barney or not, the Phantom did not want to be found. And after two hours of fruitless searching, the group had to concede defeat. They met back in one of the old wardrobe rooms in frustration. By that point Ms. Lukas had needed to leave and had asked Vernon to tell the others to lock up when they were done. Vernon had fallen asleep waiting for them.

"Mondo aggravation, dudes and dudettes," Michelangelo said with a wide spread of his arms. "The Phantom's totally split!"

"He could still be here if there really are secret passages everywhere," April said.

"And I don't know how we're going to find him," Raphael said in exasperation.

Michelangelo backed into a costume rack. "Whoa!" He leaped out of the way as a huge ostrich feather tickled his face. "I wonder if he got that Phantom costume from down here."

Donatello's eyes lit up. "Maybe he did. And maybe I have an idea on how to bring him out in the open!"

"Oh yeah? How?" Michelangelo frowned.

"Well, remember how Urk came out once he knew that Shredder was impersonating him?" Donatello rushed on. "Maybe this Phantom will do the same thing if he realizes someone else is playing the Phantom too!"

"Wait, what?" Raphael stepped forward, his hands on his hips. "You're saying that one of us should dress up as the Phantom to lure out the other Phantom?"

"Why not?" Donatello chirped. "If there's another Phantom costume in here, it should work!"

"What an exciting plan!" Howie exclaimed, clapping his hands together. "And what a perfect idea for a song!"

"Oh no," Raphael groaned.

Howie immediately broke into song to the tune of Big Girls Don't Cry. "The Turtles have a bodacious plan, to catch the Phantom and unmask that man! One of them will dress right up, and show the Phantom that his time is up!"

Raphael facepalmed.

Irma just looked dreamy. "That was wonderful, Howie."

Baxter stepped forward. "If this is the plan you feel is best, then I would like to be the one to draw him out," he announced.

Donatello blinked in surprise. "You, Baxter?"

"None of you know how to play the piano, do you?" Baxter retorted.

"Well . . . no," Leonardo admitted.

"Which would leave it up to Mr. Hardy or myself. And I am volunteering." Baxter went to the costume rack and started to look through it.

"It could be dangerous," Donatello warned.

Baxter paused, looking weary. "I know. And I probably wouldn't put myself out there if it wasn't for . . ." He shook his head.

"We understand," Leonardo said kindly.

"We do, but Baxter, you're probably going to have to get used to the fact that you're going to be seeing him every time Shredder comes up with an evil scheme," Raphael said.

Baxter scowled. "Not if I could just get through to him. . . ." Finally locating something similar to the Phantom's outfit, he pulled it out and examined it. It certainly wasn't what he would wear under normal circumstances, but this was hardly a normal circumstance.

"Face it, Baxter; he's never liked you. Why would he ever listen to you?"

Everyone looked at Raphael in shock. Then Baxter's eyes narrowed and he turned to vanish behind a changing screen. "Excuse me."

"Raphael, that was really harsh," Leonardo exclaimed when Baxter was gone.

"It sure was," April declared.

"I can't stand that guy," Raphael retorted. "I get sick of watching Baxter worrying about him and trying to reach out to him. He's just going to get hurt."

"But like, if it was one of us, the others would never throw in the towel about him," Michelangelo said.

"None of us would ever act like him," Raphael insisted.

Howie looked back and forth between them. "Am I missing something here?" he asked. "Do you know who the Phantom is?"

"Maybe," Leonardo said. "We're not sure."

"And it's not our place to tell you," Donatello added. "We're sorry, Howie."

"Oh, that's alright," Howie said. "I know Dr. Stockman doesn't seem to know what to think about me, us having just met and all."

Irma frowned. "Howie can be trusted," she said. "He knows that, right?"

"It's not that," Leonardo quickly said.

"Yeah," Michelangelo nodded. "It just takes him a while to warm up to anybody new. He'll probably tell you sooner or later."

Leonardo wasn't as sure, but he did wonder if Howie needed to know . . . particularly since with two Phantoms running around, it could get very confusing if the other one really was Barney. Still, he wanted to respect Baxter's wishes for as long as he could.

Baxter emerged then, flinging the cape over his shoulders and adjusting the wide-brimmed hat. "I look absolutely ridiculous," he complained.

"Oh, I don't know," April said. "I think the Phantom has always carried a certain charm for some people."

"Especially ladies," Irma added.

Baxter rolled his eyes. "I'll go upstairs and start playing the organ," he said. "Hopefully that will be enough to entice the other Phantom out of hiding." He headed for the door.

"You go on, Baxter, and we'll be right behind you," Leonardo encouraged. "We shouldn't all go up at once, in case he's watching."

Baxter was of the same mind. He hurried out of the room and towards the staircase, his long cape sweeping out behind him. He pulled on the high collar to further hide his face as he ran.

Naturally he had heard the conversation that had taken place while he had been changing into this outlandish get-up. He couldn't even say he was really upset. Raphael had been blunt, but he had spoken what Baxter really thought and feared deep down. And Raphael had only said it because he cared about Baxter enough to not want him to be hurt by Barney, which was certainly a staggering thought.

Their last conversation still dug deep. Baxter supposed it really wasn't that surprising; after all, the years of animosity couldn't be erased just because Barney hadn't wanted to actually kill him. But it hurt to know that his brother really did hate him, especially when Baxter had never tried to hurt him.

Naturally he had done wrong towards Barney through the years-a thoughtless word, an arrogant deed-and Barney had blown it out of proportion. Maybe sometimes Baxter had asserted his feeling that he was a great scientist and had made Barney feel that he thought he was so much better.

He didn't think that, really; they didn't even tend to make the same kinds of inventions. There was plenty of room in the world for two Dr. Stockmans, but Barney didn't think so. And worse, his life experiences seemed to back him up. They had both struggled, albeit in different ways. Any measure of success they had experienced was what the other wanted: Baxter's social recognition, Barney's inventions being accepted. And even when Baxter's life choices had resulted in notoriety for him, he had been better known than Barney. That had probably been the final blow.

Was there any way to fix it? Any way at all?

Baxter frowned to himself as he reached the top of the stairs. Maybe in spite of what he had said to Barney, he was afraid it really was his fault. And maybe he feared that if he didn't do everything he possibly could to reach out to Barney, their rift would be on his conscience.

Would it have made any difference if he hadn't ended up afraid of Barney during their childhood and had reached out to him back then? Or would that have only resulted in the same problem? Maybe Barney would have felt patronized. There had been more than one occasion back then when Baxter had genuinely tried to be nice and Barney had seemed to think that Baxter was just trying to butter him up. He had been bitter almost right from the start.

"I don't know how to help you, Brother," Baxter said quietly. He briefly placed a hand on the cold stone wall before sighing and heading over to the organ.

After a slight hesitation, he decided to work with the piece the Phantom had been playing. He launched into The Phantom of the Opera Overture, wincing as he hit several bad notes. Barney really was the better musician.

"What's going on?!" came Vernon's frightened voice from the seats behind him. "You came back?!"

Baxter could hardly stop playing and explain, nor did he want Vernon to see it was him and loudly reveal it throughout the theatre. So instead he ignored Vernon and kept right on playing.

"I'm not staying alone here with the Phantom!" Vernon wailed. "That's it; I'm getting out of here!"

Baxter sighed to himself as Vernon's footsteps thundered towards the doors.


He nearly jumped a mile. This ploy hadn't drawn out the Phantom, although now he knew it was definitely Barney. He swallowed hard and kept playing. "W-What is it, Mr. Shredder?"

Shredder came closer and leaned on the edge of the organ. "You're not bad," he sneered. "And leading those Turtles on a wild goose chase was an excellent idea. But leading them through the basement was inane! You know Bebop and Rocksteady are down there! You might have led everyone right to where they're looking for the power source!"

Baxter continued to look at the organ, fearful that Shredder would recognize him if he looked up-or if he caught a glimpse of brown hair instead of red. "I didn't have a lot of options right at that point," he snapped, hoping he was doing a passable imitation of his short-tempered brother. "My idiot brother tackled me and we fell into the basement! Then his friends gathered around the hole, so there was no hope of going back up that way. I ran into a room nearby thinking they would follow me and find the secret passageway in there. They followed me, but they didn't find it, so they started looking everywhere!"

"So why did it take you this long to get back up here to draw them away again?!" Shredder snarled.

"I got lost in the passageway," Baxter said haughtily. Hopefully that really was what had happened and Barney wasn't hurt somewhere. With the theatre falling apart, anything was possible.

"Well, don't let it happen again!" Shredder smacked the organ with his palm. "Keep them as far away from the basement as possible!"

"And you'd better stay as far away from me as possible!" Baxter shot back. "They were following me up; they're liable to run in any moment!"

Shredder's eyes widened. He turned, hurrying into the shadows.

Baxter paused for a moment to watch him go. He was still shaking like a leaf from their encounter, but now that it was over and it was fully starting to sink in that he had mouthed off to Shredder, he began to smile. That had felt so good. Part of him almost wished that Shredder would find out he had been tricked and outsmarted by the man he had so often insulted and reviled.

The other part was horrified at the thought of him learning the truth. Who knew what sort of retaliation he would bring down?

Off in the shadows, the Turtles and the others were staring wide-eyed. "Was anyone else close enough to hear any of that?" Donatello exclaimed.

"I think we all were," Leonardo said. "So Bebop and Rocksteady are in the basement digging for some mysterious power source! I wonder if it could be something that Urk left behind by accident."

"I guess this means we're going back in the basement, huh, Dudes?" Michelangelo sighed.

"We have to find that power source before they do!" Donatello insisted. "If they can get the Technodrome out of the ocean, who knows what damage they'll cause on the surface!"

"And I guess some of us should chase Dr. Stockman so that Shredder will still think he's the Phantom, if he's nearby," April suggested.

"Good idea, April," Leonardo nodded. "Alright, so how about the girls and one of us will chase Baxter and the others will go through the basement?"

"That works," said Raphael. "Who's staying?"

"I'll do it!" Michelangelo immediately volunteered. "Baxter's been doing really well, but setting himself up as a decoy is mondo dangerous. I'd kind of like to keep an eye on him."

"Okay, Michelangelo," Leonardo smiled. "You go with April and Irma and the rest of us will sneak down to the basement and resume the search."

Without warning Howie broke into song to the tune of The Phantom of the Opera. "The Turtles have a plan to beat that Shredder man. They'll search the basement wide with me as their guide. . . ."

"That's really nice, Howie, but let's not broadcast it, okay?" Leonardo cringed, thinking that they were just lucky Baxter's organ playing was drowning Howie out.

"Oh. Right." Howie looked to Irma. "You be careful now!"

"I'll be fine," Irma said. "You be careful, Howie! You're doing the really dangerous part."

"With our luck, who knows," April muttered.


Leonardo led his group down the stone steps into the basement. "Okay, now we've been through a lot of these rooms and tunnels already. We need to focus on the ones we haven't explored yet."

"And try harder to find the other secret passageways," Raphael interjected. "We don't even know where the Phantom ended up. Maybe Bebop and Rocksteady are going through the walls instead of being someplace that's easy to get to."

"I guess that's possible," Donatello mused.

"Well, let's see." Howie studied the assorted arched doorways thoughtfully. "I don't think we tried that one yet." He indicated the one on the far left.

"Okay. We need to check there and also try to find the passageway in the room the Phantom ran into. Maybe he went to check on Bebop and Rocksteady." Leonardo headed for the left. "I'll check over here."

"And I'll examine the walls and floor again for the lever in that room," Donatello said.

"So what does that leave you and me to do, eh, Howie?" Raphael wondered.

"There's other rooms we didn't check yet," Howie said. "But now I don't remember which ones."

"Oh, it's a good thing Michelangelo marked off all the rooms we tried," Raphael remarked. "Here's one without a mark." He drew his sai as he hurried inside, just in case.

Howie trailed after him. "It looks like another room where they stored costumes." He reached and turned on the light. "It's a really big one too."

"It also looks completely harmless," Raphael frowned. "And it must have been like that when we were here before. We would've come running if we'd heard Bebop and Rocksteady making noise in here."

"I wonder what kind of power source it could be that they're looking for," Howie mused. "It doesn't seem like Urk would have left anything behind unless it was useless."

"Maybe it's from whoever started playing the Phantom after he left," Raphael suggested. "Anyway, that's more Donatello's speed. We just need to find those two clowns. And it wouldn't hurt to find the current Phantom, either."

"I wonder if he'd go back upstairs, like what we thought would happen if Dr. Stockman went to play the organ in the first place," Howie said.

"That's possible," Raphael sighed. "They might have him to deal with in addition to trying to distract and fool Shredder if he's still around." He wandered deeper into the room. "Hello, what's this?" He pushed aside a rack of clothes that seemed to have been sloppily placed in front of an armoire with only one door.

"We've found something!" Howie exclaimed excitedly. "That wardrobe doesn't have a back! Or a wall beyond it!"

Raphael stared at the gaping darkness. "Well, then, let's press forward and see what we find in there!" He took out his Turtle-Comm. "I'll let the others know."

He spoke with Leonardo and Donatello as he and Howie climbed into the armoire and headed for the passage that lay open through it. After receiving promises that they would come right away, Raphael closed the Turtle-Comm and moved closer to the wall.

Howie followed suit. "I hear voices," he whispered.

Raphael nodded. "It sounds like The Two Stooges complaining again."

"So they probably haven't found the power source!" Howie hoped.

"Or they have and it's heavy and they don't like dragging it around," Raphael countered.

Raphael proved right when Bebop and Rocksteady came into view, lugging a heavy trunk between them. "Oh, I hope this is really what the Boss wants," Rocksteady sighed. "I don't wanna go back and look for anything else!"

"I don't wanna drag anything else out of here," Bebop said.

"You won't have to." Raphael stepped out of the shadows, a sai in each hand. "And you won't have to drag that thing out of here either."

Bebop snorted in frustration. "Oh great, a Turtle! Barney was supposed to keep you guys distracted so you wouldn't come down here!"

"And since we realized he was a distraction, we decided not to get distracted!" Raphael retorted.

Rocksteady let his side of the trunk drop. "Okay, Turtle! There's only one of you and two of us. This time we're gonna have the upper hand!"

Bebop let the other side of the trunk go as well. "Prepare for a world of hurt, Turtle."

"I think you'd better get prepared!" Leonardo called as he and Donatello ran up to the scene.

"More Turtles!" Bebop cried. "But we're still gonna beat you!"

The opposing sides lunged at each other. Watching in wide-eyed amazement to the side, Howie started to compose a new fighting song to the tune of Tutti Frutti.

"There's a guy named Bebop; he always gets picked up by the cops. There's a guy named Rocksteady; with the Turtles around, he's never ready!"

"Shut up!" Rocksteady yelled.

Raphael knocked him down. "You know, maybe I don't mind this song of Howie's too much," he smirked. "It got them distracted."

"Turtles fight 'em! Turtles beat 'em! Turtles fight 'em! Turtles beat 'em!"

Donatello swiped Bebop's legs out from under him. "Somebody grab that trunk!"

"It would be my pleasure!" Shredder abruptly ran past, snatching the trunk in his arms and dashing for the exit.

"Shredder!" Leonardo exclaimed. "Where did he come from?!"

Stunned, Howie had no time to get out of the way as Shredder thundered past. He fell back heavily against the wall when the supervillain pushed past him. "Oh no! He must have come out of another passageway!"

"After him!" Leonardo called.

The Turtles and Howie gave chase. Bebop and Rocksteady, annoyed and angry, pulled themselves up to follow suit. "Come back here, Turtles!" Bebop yelled.

"Oooh, we're gonna get you for this!" Rocksteady added.

The Turtles and Howie ignored them and kept running. Up ahead, so did Shredder.


Barney was in a seriously ill mood by the time he emerged from a secret passageway onto the balcony in the main auditorium. He hadn't even intended to end up in a passageway at all, but he had felt he had no choice after Baxter tackled and fought him. And then it had wound on and on, never opening up until he had arrived here.

He looked over the balcony railing at a figure dressed exactly like him playing the organ. His eyes flashed and he drew himself up to his full five feet two inches. No longer caring if his voice was recognized, he yelled, "So! You defy the Phantom of the Floxy!" From under his cape he drew his sword-cane and pressed the button that released the dagger.

The person at the organ slammed his hands on the keys and stopped, turning to look. "You're not a phantom!" he called back, pointing in emphasis. "I know who you are!"

"And I know you." Barney glowered. "Still copying me, eh, Brother?"

"I was trying to draw you out," Baxter retorted, getting to his feet. "This isn't like you, Barney. I can't believe you wanted to play this role."

"I didn't," Barney snapped, "but I intended to do the best I could once I was ordered to take the assignment! Instead, as usual you interfered and now I'm left looking ridiculous!"

"Oh no!" April moaned from somewhere to the sidelines. "It looks like there's going to be another fight!" She ran into full view, followed by Irma and Michelangelo.

"What is that guy's problem anyway?!" Irma exclaimed, gesturing at Barney.

"He hates his brother," April said.

"Maximum bummer, Dudettes," Michelangelo gulped. Louder he said, "Hey, come on, Barney! There's a lot going down here tonight. How about you just leave well enough alone?"

"I had an assignment and I'm still going to do it," Barney shot back.

Seeing the rope still hanging from the hole in the roof, Baxter suddenly got a very bold and very rash idea. He grabbed for the end of it and started to pull himself up, then swung in the direction of the balcony. "Barney, I just want to talk to you!" he pleaded. "The other three Turtles are in the basement right now. They may have already found this mysterious power source Shredder wants. Just stay up here!" He missed his mark, not having pushed himself forward with enough force. The balcony was out of reach and he flew backwards on the rope with a terrified yelp.

"Baxter!" Michelangelo cried. "You're not trained to do that kind of thing! Leave the rope-swinging to the experts!" He took out his grappling hook, preparing to fling it up to the rafters, but had to abolish that plan when Baxter swung forward again.

This time Baxter caught the balcony with one foot. He strained, pulling himself over, and collapsed in a dazed heap on the floor.

Barney frowned, coming to stand over him with the sword-cane still bared. "You're not cut out for antics like that, Baxter," he said. "You could have got yourself killed!"

"And would that have bothered you?" Baxter asked. He pushed himself to his knees and then to his feet. "Maybe you don't want to be the instrument of my death, but would it bother you if I died by other means and was out of your way?"

Barney stiffened. He wasn't about to say that the horror of seeing Baxter fall from the rope was an imaginary image now engraven in his mind, or that if Baxter had fallen, he would likely be plagued by nightmares of seeing it over and over. "I don't know," he said instead. "But if you just came up here to talk, then talk!"

At that moment Shredder ran up the basement steps and burst onto the scene. "What's going on here?!" he yelled. "Two Phantoms?!"

Alarm passed through Barney's eyes and he lunged at Baxter with his sword-cane. "I'm sick to death of you, Brother! Fight me here and now!"

Baxter's eyes widened in shock. He backed up, reaching for the identical sword-cane concealed in his cape. "You don't mean it, do you, Barney?" he whispered in realization. "It's because Shredder just walked in. You can't let him know you don't want to kill me, since then he might piece together the truth about before."

"Fight me!" Barney yelled again, not acknowledging Baxter's question. He kept the dagger pointed near Baxter's chest.

"Alright, Brother." Baxter drew his sword-cane and pressed the button for the dagger.

Barney immediately dove in, crashing his dagger against Baxter's. They separated and lunged again, the points even closer this time. This continued across the balcony.

"What the heck?!" Michelangelo cried from below. "This is mondo ridiculouso!"

"Someone's going to get hurt!" April exclaimed. "We have to get up there!" She took off running, looking for the stairs to the balcony.

Irma ran after her. "Wait for me, April!"

Michelangelo tried again to use his grappling hook. This time it caught, but when he pulled it taut and the rafters began to groan, he knew it wasn't going to work. "Uh oh," he gulped. "I'd better go with April and Irma." He gathered up his grappling hook and chased after them.

The other Turtles and Howie reached the top of the basement stairs. "Alright, Shredder," Leonardo ordered, "put down that trunk!"

"As if I would ever do that," Shredder sneered. "Baxter is your friend now, is he not? You will have to make a choice, whether to save him from his brother's wrath or stop me. You cannot do both!"

"Especially with us around!" Rocksteady crowed as he and Bebop ran up.

"Wait a minute! His brother?!" Howie said in shock. "That's awful! No wonder he didn't want to say anything."

"It's awful, alright," Raphael said in aggravation.

"Shredder's right, Leonardo," Donatello said in alarm. "We can't do both!" He stared at the fight in bewilderment and shock. What had happened? Why was Barney provoking such a thing after what had happened in the Technodrome? Was Raphael right, that he was not worth caring about?

Raphael certainly seemed to feel that his feelings were confirmed. His lip curled as he looked from the fight to Shredder fleeing across the orchestra pit. "Michelangelo and April are going to help Baxter," he said at last. "I say we'll have to focus on Shred-Head."

Leonardo was afraid Raphael was right. He ran forward and threw a katana, slicing through the curtain on that side of the stage. It descended on top of Shredder.

"What the - !" Shredder struggled against it in vain. He could not slice through it and hold onto the trunk at the same time. As soon as he let go, Leonardo rushed to grab it.

"You're gonna pay for that!" Rocksteady growled.

Raphael got in his way. "We'll see who pays for what."

He and Donatello were soon scrapping with Bebop and Rocksteady while Leonardo ran with the trunk and Shredder chased him. On the balcony, the Stockman brothers continued to fight. It was utter chaos.

Howie stumbled away from the havoc and decided to continue his fight song. "There's a guy, named Shredder. He knows the Turtles are better! There's a guy, named Barney. He gets his kicks from . . ."

"SILENCE!" Shredder roared.

Baxter looked frustrated. "I knew he would put you in a song!"

Barney looked even more annoyed. "There's not much he could even rhyme with my name. And now I need to leave." He pointed the dagger at Baxter as he started to back up. "Don't try to follow me."

The long cape he had complained about was his undoing. He backed up into it and tripped, slamming into the balcony railing. It tore loose, sending him crashing into the seats below with a cry.

Baxter was horrified. "Barney!" He leaned over the edge, panic-stricken, needing to see what had happened yet dreading it with all his heart.

April, Irma, and Michelangelo burst upstairs just then. "Which one fell?!" Irma gasped.

"Barney," Baxter answered in despair. He flung off his cape so that he wouldn't have the same issue before turning to run down the stairs.

"Oh no," Michelangelo said sadly. "If only this place wasn't coming apart at the seams so bad. . . ." He turned to chase Baxter back down the stairs, followed closely by the girls. "If Barney's dead . . ." He didn't finish that thought aloud, but he really wondered if Baxter would recover.

When they reached the bottom, they found that Barney's fall had brought an end to everything else that was happening. The Turtles and Howie were hurrying over to where he had sprawled on his stomach across the old seats. Shredder, deciding to make a hasty retreat, was fleeing out the door with Bebop and Rocksteady.

"Mondo uncool, Shred-Head," Michelangelo yelled after him. "You're just leaving without Barney?"

"He failed!" Shredder shot back. "I can't be bothered to carry dead weight. Let him be your problem!"

"But Boss, what if Krang don't like that?" Bebop asked.

"Then Krang can come get him," Shredder snarled.

As they retreated, Baxter made his way over to his brother's still form. The hand that had been holding the sword-cane was not visible, and suddenly Baxter's blood ran chill at the thought that had come to him. "He may have fallen on that blasted dagger!" he cried.

"Aren't they just props?" Michelangelo asked.

"They looked and sounded very real!" Baxter retorted, even though he wondered himself why on Earth real daggers would have been available.

He felt for broken bones before gently trying to turn Barney onto his side. The sword-cane clattered loose, falling to the floor. Donatello picked it up. "Well, there isn't any blood," he said slowly.

"Barney?!" Baxter gripped the other man's shoulder. "Barney, can you hear me?!"

There was no immediate response, and Baxter hurriedly undid the cape to check for a pulse at his neck. "He's alive," he said in relief.

"Maybe he just hit his head or something on the way down," Michelangelo suggested.

"Well, we all know that can be serious, even fatal!" Baxter snapped. "This isn't a cartoon show!"

Finally Barney stirred, his eyes flickering open. "Baxter . . . ?" He squinted up at his brother. "What . . ."

"You fell off the balcony!" Baxter cried. "Are you alright?!"

Barney grimaced as he tried to sit up. "Yes," he said slowly. "Yes, I think so."

"Shred-Head just up and left you, Dude," Michelangelo announced.

Barney stared at him in surprise. "He did what?!"

"That's right," Raphael chimed in. "He took Bebop and Rocksteady and said he couldn't be slowed down carrying any dead weight. He dropped you like a hot potato."

Barney's eyes darkened. "I work more for Krang than for him." He reached into his pocket for his communicator.

"Oh Barney, don't call him!" Baxter pleaded. "Shredder's abandoned you. Why can't you just leave it at that?"

"Because as far as I'm concerned, I haven't been fired until Krang tells me I am," Barney retorted.

"And what if he doesn't tell you anything? Maybe he'll just let you come and then try to kill you like he did me!" Baxter gripped Barney's arm. "Why are you so determined to commit suicide?!"

Barney pulled his arm free. "Because I'm not through working for them yet," he insisted. "I want this assignment, Baxter. No one else ever really wanted me; they always wanted you."

"But this is ridiculous!" Baxter burst out. "They're not worth working for! Think about what they did to me! They could do the same or worse to you!"

Barney paused. "Baxter . . ." He looked his brother in the eyes. "I know you don't want to, but you're going to have to accept that this is the life I've chosen. I'm not going to change."

"I'm aware of that, but I had to try." Baxter's shoulders slumped. "And at least I have to know," he said quietly. "Is this my fault? Did I do something that pushed you into feeling you had to do this?"

Barney stared at him. "No," he retorted. "It's not you; it's me. I'm not like you, Baxter. I've been bitter and angry most of my life. I've hated you when you didn't and don't deserve it. And the worst part is, I don't know how to stop."

". . . Do you want to?" Baxter asked.

"I don't know that either," Barney admitted. He leaned back, slowly removing the hat and mask. "You always wanted to be honest while I didn't care. I thought you were an idiot with lofty ideals. It was tragically ironic that of the two of us, you were the one who fell so far." He set the costume pieces on the next chair. "Now you have the chance to live the life you wanted."

"And what do you have, Barney?" Baxter said sadly. "Is this what you wanted?"

"This certainly isn't what I wanted," Barney snarled, gesturing at the costume. "If that's what Krang wants of me as well, I'll quit."

"I doubt they'll let you," Baxter pointed out.

"We'll see." Barney pressed the button to turn on the communicator. "Krang?"

The alien brain's annoyed face filled the screen. "Shredder came back without you," he said. "He said you were dead."

"I don't die that easily," Barney retorted. "But this assignment was beneath me."

"I agree," Krang warbled. "You're a scientist. You should do . . . scientific things." He smirked. "Come back and maybe I'll let you be in charge of the next plan, just to annoy Shredder."

"Open the portal and I'll come," Barney replied.

"It'll take a few minutes." The screen went dead.

Baxter sadly watched as Barney eased himself out of the chair and continued peeling off the costume. His regular clothes were underneath. "Barney . . ."

"Don't say it," Barney interrupted. "Listen to me. There's no real hope for me unless I can overcome the dark feelings that have plagued me throughout my life. I don't know how to do that at this point. But I do know that it only makes it worse for you to crowd me and try to convince me to stop pursuing my current path."

"I know that," Baxter conceded. "I never wanted to do that for that very reason. But I'm afraid for you, Barney! Can't you understand that? You know what I've suffered because of Shredder and Krang. I don't want that for you."

"But it's still my decision, Brother." The blue square of the portal opened in space and Barney headed towards it.

"Maybe so," Michelangelo finally spoke up, "but it's a mondo bad one, Dude."

Baxter was out of arguments. "If you're this determined, then . . . goodbye, Barney," he offered.

Barney paused. "Goodbye." He vanished through the portal and it closed behind him.

"Oh. . . ." Baxter sank into the nearest chair and leaned forward, digging his hands into his hair.

"There wasn't anything else you could have done, Baxter," Leonardo said quietly.

"I know that. But that's part of what makes it so painful." Baxter straightened and looked to him. "My brother is walking the same path I did, and who knows what will become of him for it? I feel so helpless."

". . . Well, hey," Michelangelo said at last. "Things are turning out alright for you. Maybe someday Barney'll decide he wants some of that and follow your lead."

Baxter laughed darkly. "Barney will never follow me anywhere unless it's to chase me out of anger or to put on a show for his employers."

"Is that what he was doing with all that sword-play?" Michelangelo wondered.

"He never confirmed it, but I believe so," Baxter said. "I don't think he was trying to hurt me tonight."

Donatello turned his attention to examining the trunk. ". . . Now that we have this power source, we need to see what it is and get it away from here so Shredder can't come back for it," he said, deciding it might be better to change the subject.

Leonardo agreed. "Is the trunk unlocked?"

"Yes." Donatello lifted the lid. ". . . Only I'm not at all sure what this is."

Everyone gathered around to stare at the cylindral object nestled inside.

"It doesn't even look like Earth technology," Baxter said.

"Maybe Urk really did leave it!" Howie said in excitement.

"I'll be able to study it better at the Lair," Donatello said. He closed the trunk and latched it. "And I'd be happy to have your input on it, Baxter, if you're up to it."

"I would definitely like to know what it is," Baxter said. An intrigued gleam came into his eye.

"Great," Donatello smiled. "Then we'll work on it together."

"And now maybe we can all get out of here," April said. "I've got my story, even though it's not at all the one I planned on."

"Getting out of here is A-Okay with me," Raphael said.

Without warning the organ began to play. Everyone looked over with a start. The keys were moving, but no one visible was there.

". . . Do you see what I see?" Raphael gulped.

"Dude, it's more like 'Do you not see what I don't see?!'" Michelangelo retorted.

"Maybe there really is a Phantom!" Irma yelped.

Baxter adjusted his glasses. "There must be a logical explanation for this. . . ."

"Sometimes the most logical explanation is a ghost!" Irma cried.

"I've got to get this on tape!" April declared, whipping out her mini-camera.

The organ continued to play. For the briefest moment, a translucent figure became visible on the bench. Then it was gone and the music faded, leaving the group staring at the spot.

". . . Okay then," Raphael said at last. "All in favor of hysteria, raise your hands."

Irma immediately raised hers.

Howie just looked excited. "This is wonderful!" he exclaimed. "I've really got a lot of material for my rock opera now!" Before anyone could stop him, he launched into a song to the tune of Masquerade. "The threat is gone, the Phantom plays on, thanking the Turtles for saving his home. . . ."

Raphael sighed in resignation. "Oh well, I guess it could be worse. The theatre could be caving in on our heads."

A beam gave an ominous creak. Everyone looked at each other.

"Let's split the scene!" Michelangelo yelled.

No one disagreed.


Barney trudged into his laboratory and slumped down at the desk. After a moment, he pulled out the computer motherboard.

"What happened, Barney?" it asked.

"Too much." Barney slumped back in the chair. "Shredder made me take on a task that I wasn't suited for. Baxter ruined it for me again. I was stranded for hours wandering through a secret passageway. I fell off a balcony and Shredder abandoned me."

"Then how did you get back here?"

"I called Krang and he still wanted me." Barney pushed up his glasses. "Shredder really does treat humans worse than mutants. He gives up on humans too easily."

"Krang didn't want Baxter," the computer said. "Why does he still want you?"

"If it isn't just to annoy Shredder, I think it's because I'm more evil-minded than Baxter ever was," Barney answered. "Or because he thinks I am."

"Or because you think you are."

Barney scowled. "You think I'm not? I've only cared about power and glory for most of my life and didn't care how I achieved it."

"And yet the way you've tried to protect Baxter shows you still have some goodness inside you."

"I don't know what it shows," Barney snapped. "I've hurt Baxter since we were children."

"And you're hurting him again by continuing to work for Shredder and Krang."

Barney stood. "I don't need a lecture from you!" Then he grimaced. He had stood too fast. "Ow. . . ." He clapped a hand over his sore side.

"What's wrong?"

"It's nothing. I'm just bruised from the fall." Barney limped across the room to the bed in the corner. "I think I'm going to lie down."

"I'm sorry that you were hurt. And I'm sorry that you're angry at me. I'm only telling facts."

Barney eased his aching body onto the bed. "I know. I guess that's why it hurts to hear them." He covered his eyes with an arm.

"What are you going to do when you feel better?"

"Krang promised I could take charge of the next scheme. I already have an idea."

"And if Baxter interferes again?"

Barney fell silent. "Then we'll still be on opposite sides. Nothing has changed."

Now the computer was silent. Just when Barney thought it had decided to shut down for the night, it said, "If you hadn't decided to come back, I would be all alone again."

". . . If I ever do leave their employ, I intend to take you with me," Barney said. Who knew; perhaps that was also why he had come back. He liked having someone to talk to, just as the computer did.

"Do you mean that?" Now the computer sounded both surprised and hopeful.

"Yes." Barney removed his glasses and set them on the nightstand. "I'm going to try to sleep now. Goodnight."

"Goodnight." The computer motherboard fell silent again, but it continued to think. Perhaps, it hoped, it really did have another friend.


Baxter was exhausted when he arrived home at last. After saying Goodnight to April and Irma, he went up to his apartment on the third floor and unlocked the front door. It felt good to come home to a nice, peaceful abode with well-behaved furniture and no supposed ghosts.

Desiring sleep more than anything else, he washed up and stumbled into the bedroom. Soon he was sinking into the soft mattress and burrowing into the covers. But despite his weariness, sleep did not immediately come. He lay there for several moments, gripping the blankets and staring off at the opposite wall.

Unbidden to his mind came a childhood memory, perhaps the very earliest scene he could recall. It was just a flash, but he saw himself and Barney sitting on the floor and playing with their toys. For some random reason, he leaned over and hugged Barney. And for some reason, Barney didn't push him away.

"Was that the only time we ever got along-before we were old enough to know what having a rivalry meant?" he whispered aloud to the room.

His eyes slipped closed. His last conscious thought that night was a longing and a hope that Barney was safe, whatever his current choices in life happened to be.