A/N: Hello everyone! This is my second full fledged fanfiction so far, and yes, it's turtles! I own nothing! I hope you like my little take on his story! I've been wanting to do it for a long time!



The city of New York was always buzzing with life, be it the countless number of humans who walk the streets every day, moving on with the usual flow of life, or be it the pigeons that took to the skies in search of food for their nests. Even the occasional rat could be found, skittering across the streets and into the dark alleyways, searching for any scraps of food that the humans had thrown away or left behind.

However, little did many of the residents of this gargantuan city know, that even in the very undergrounds, the sewers too were full of life. Not just the odd rat, but much more unfamiliar and extraordinary beings took refuge in the many sewer tunnels. To many, it would seem like a grotesque place to even think of setting foot into. But to the small family, it was the only place they were safe, and there was nowhere else they would rather be.

Deep within the many sewer paths, twisting tunnels and uninhibited railways from long ago, was an old abandoned subway station. However, after fifteen years, the old station was anything but abandoned now.

Many different noises filled the air, be it from the installed television, the various gaming machines or the owners of loud shouts and bursts of laughter. This sewer belonged to none other than the self-proclaimed 'heroes in the half shell', the four rowdy teenage brothers…

The Teenage Mutant Ninja Turtles themselves.

Down in the sewers, life continued as normal, or as normal as a family of mutants could be. Leonardo, the eldest of the four turtle brothers, sat cross-legged next to his Sensei, a giant mutated rat known by them as Master Splinter, in complete silence, both in a deep state of meditation…also as a means to block out the constant noise that filled their hidden lair.

Donatello, the third oldest and second youngest, was lying underneath their largest means of land travel, the Shellraiser, adding some minor improvements to its design and engine. The turtles' only human friend, and Donnie's crush, April O'Neil, sat next to him, observing him as he worked and passing any tools he needed to get the job done. She did not mind watching the intellectual turtle as he worked.

As long as she could spend time with her best friends, it did not bother her in the least.

Raphael, the second oldest, and Michelangelo, the baby brother of the group, sat on the bench that served as a couch and vigorously pressed the buttons on their controllers as they competed against each other in the 'Super Smash Bros Brawl' game, with Mikey seriously losing. Pizza boxes lay discarded across the floor, as well as various wrappers, soda cans and skateboards.

Indeed, life as usual for the young heroes in green.

Mikey cried out in despair as his character was defeated. Raph slammed the controller down and stood up to full height in triumph. "Aw yeah! Raphael wins again!" he hollered victoriously as he began to do his little victory dance, one that he saved for every time he won against one of his brothers' in any game.

Which was often, it seemed.

Mikey slumped in his seat and pouted miserably. "No fair!" he cried, "How do you always beat me?! I was 'Super Sonic' for crying out loud, so how did you beat me with freaking Luigi?!"

Raph ceased his dancing and looked down at his younger brother, folding is arms with a smug smirk. "Well," he mused, his tone unforgivably mocking, "maybe because I'm just a better 'gamer' than you!"

Mikey gasped as if he were just slapped in the face with a wet rubber glove. He clambered to his feet and glared at Raph. "You take that back you...you...you cretin!" he cried, before leaping onto his unsuspecting older brother and pushing him to the floor. Laughter once again filled the lair as the two turtles wrestled on the floor, rolling over and trying to overpower one another.

Splinter walked out of the dojo, interrupted in his meditation with Leonardo, and witnessed the two playfighting, shaking his head with a tolerant smile as Raphael forced himself on top of Michelangelo and forced him to say 'it'.

"Ouch! Okay, okay Raph is all wise and powerful and he's better than me in every possible way and I'm but a lowly worm beneath his feet – aaah! Dude! Have mercy on my poor turtle soul, you heartless being of...heartlessness!"

Instead of releasing him however, Raph laughed harder at his younger brothers' pleas for mercy. "Oh, you wanna see heartless?!" he challenged as he tightened his hold on Mikey's head and drove his knuckles hard into his head.

Mikey cried out in pain, but could not hold back his laughter as he desperately tried to get Raph off of him. "Aaaaaaaah! S-Sensei! Please, help me!" he begged, reaching out a desperate arm towards his Sensei.

Splinter chuckled and shook his head. "I am sorry my son. I must leave you under the mercy of your 'heartless' brother" he said with a smile as he watched the two play.

Splinter of course, did not think that his red clad son was heartless whatsoever. He knew more than anyone that he had one of the greatest hearts he had seen in any boy his age. It was true, they all had great caring hearts, it was just that Raphael needed to show his passionate side more often, and not just to his pet turtle, Spike. Though he seemed quite content in showing his affections through roughing up his brothers on occasion, and if that was the only way he could ever express it, Splinter would allow him to do so.

That is, unless he heard breaking bones. The he would have a problem.

It was then that Donatello poked his head out of his lab, April following closely behind in curiosity. "Guys, would you keeping it down?" he requested, his tone slightly irritated, "I'm working on updating The Shellraiser's attack and defence systems and trying to recalibrate – "

"English. Speak English Professor 'Brainy-Off'!" Raph interrupted abruptly, stopping his attack on his younger brother to stare at him flatly.

Donatello scowled. "Well at least I have a brain, meat-head!" he retorted sourly. April glanced at the two and looked down at her watch.

"Well, I guess I'd better go and get those pizzas now," she announced as she walked past Donnie and Raph (who was still on top of Mikey), in attempt to tacitly avoid the fight that would surely ensue between the two, "I'll see you guys later!"

"See ya, April!" Mikey croaked with a wave, still being crushed by Raph's weight.

As Splinter watched the exchange between his strongest son and his brightest, he could not help but agree with Donatello on one thing. Donatello had one of the greatest minds he had ever seen, especially for a boy his age. If not for his mutation, he surely would have gone on to become something much greater, excelling in his skills and maybe do some good for the world. It sometimes pained Splinter to watch his most intelligent son create these brilliant machines and gadgets, using only discarded morsels of trash that society had thrown away, only for them to lay inside his lab only ever to be used on rare occasion. However, he was still able to build machines and weapons to protect himself and his family, and he knew if he could at least do that, there was nowhere else he would rather be than underground with them.

As April waved them goodbye to go and get the pizza she had promised, Donnie caught his father's gaze just before he slipped into his lab. He sent him a knowing smile. He knew what he was thinking.

Raph growled as he finally got off Mikey. "Whatever, you dork" he retorted.

As Mikey gasped for air dramatically and stood up, a loud bang and a yelp could be heard from Donnie's lab.

Splinter and Mikey hissed in synchronized sympathy, whilst Raph simply laughed. "Yeah, Donnie you got the brains alright! Just make sure you don't splatter them all over the place when you're working!"

As the two turtles laughed at their brothers' expense, Splinter shook his head and chuckled as he made his way back into the dojo to join Leonardo.

His boys would never change.

Later that evening, after they had gorged themselves on April's pizza, the four mutant brothers were scrounging in the nearby junkyard, looking for anything they could possibly use (or Donatello could repair) for their underground home. They had been living off of the garbage or abandoned appliances or machinery ever since Splinter had made their home underground. It was not as if they could waltz into a nearby supermarket.

During their little hunt, Michelangelo became bored, not just because Donatello picked up something he found interesting and started talking science-y things about it, but because he could find nothing that could benefit them (or him) within the large mountains of scrap that littered the area. As he began to walk around and gaze aimlessly around him, he spotted something that finally caught his interest, and shuffled his way through walls of garbage to reach it. He dug the object out and held it up in front of him; a large Lion head mask, complete with the large bushy mane that encased its head, the dagger-like teeth that filled its great gaping jaws, and its dark golden orbs that nearly pierced his very being with its intense glare.

He inspected the mask as he turned it over in his large green hands in interest. Who would throw away a perfectly good looking lion head, in almost perfect condition? It was so real, it nearly fooled him…

It was then that a brilliant idea popped beautifully into his head and he grinned mischievously.

Finally, a way to entertain himself.

Kicking into ninja mode, Mikey slowly and silently dove from mountain to mountain, hiding in the shadows and looking behind in case he was being watched or followed. No one. Good. He carefully slipped on the mask over his head.

His plan would work.

As Leonardo and Raphael engaged into yet another argument, this time over motorcycles, Michelangelo slowly crept up behind his blue banded brother. When the timing was just right, he raised himself to full height and roared as loud as he could, raising his hands into crooked claws. Raphael yelped in surprise and Donatello squawked in alarm.

Leonardo, however, did not turn around, nor did he even flinch. He closed his eyes as a small smirk appeared on his face. He calmly turned to Mikey and removed his very realistic lion head, and patted him on the head. "Nice try, little brother," he chuckled, "But it's going to take a lot more than that to scare me."

Mikey pouted. His ingenious plan had failed. Well, at least he got Raph and Donnie.

He then looked up at his older brother curiously. "Dude, aren't you scared of anything?" he asked.

Raph laughed behind Leo. "The only thing he's scared of is if 'Space Heroes' got cancelled!" mocked with a smug grin.

Leo rolled his eyes at Raph's (slightly accurate) comment, and then turned back to Mikey. "It's what being a leader is all about, Mikey," he said kindly, "You've got to remain cool and calm under pressure, think on your feet, and more importantly, never panic or run form a fight…" he paused and thought for a moment, "…unless you have to, but that's not the point. The point is, you can't allow the enemy to see your fear; it means they'll see you as weak, and they'll be able to take you down. So that's why it's so hard to scare me. I don't have time to be afraid!" He folded his arms across his chest in a heroic manner.

Raph rolled his eyes and groaned long-sufferingly at his cheesy older brother, whilst Mikey continued to stare up at him in admiration.

Donnie, who had overheard the conversation from the other side of the junk heap, added almost sardonically, "Not to mention that his name literally means 'Strong as a Lion', so that alone should tell you something there!" he chuckled.

As he was about to make his way down the junk hill to investigate something else of his interest, he tripped over a long metal pole that stuck out of one of the heaps. As he tumbled down the hill with a scream, the heap toppled over along with him, half burying him in heavy garbage as he landed at the foot of the hill. He cried out again in pain as the weight of the pile began to crush and impale his legs with the many sharp objects and broken glass.

His brothers all snapped their heads in the direction of his screams. "Donnie!" Leo screamed as he, Mikey and Raph darted over the hill.

Donnie was trying desperately to get himself out, but sharp glass and other fragments of garbage were digging into and impaling his skin. "Ow! Leo! LEO! H-help!" he begged frantically, "I-It's crushing my legs! HELP! Get me outta here!"

Leo, Mikey and Raph finally reached him as they immediately began to dig him out of the heap, using their bare hands to rip away the trash that buried their brother. As soon as he was loose enough, Raph quickly but carefully slipped him out from underneath the mountain. Donnie yelped slightly in pain as he was finally freed. Mikey gasped as he saw the state of his brothers' legs; Donnie's legs were badly scraped and bleeding, bits of shattered glass and garbage sticking out of them.

"Back to the lair! Now!" Leo commanded hastily but firmly. Raph nodded as he picked up Donnie in his arms and followed his brothers back into the sewers with their injured brother.

Mikey sat alone on the bench in the quiet, empty living room with his head hung low and a sad look on his usually smiling face. He was deeply worried about Donnie. He knew it was silly; they had all received much worse than that when fighting The Shredder for the first time. But whenever any of his family was hurt or upset in anyway, he worried.

He drew his knees closer to himself and wrapped his arms around them, gently humming the tune, 'Somewhere Over the Rainbow' to sooth himself. He hated it when someone he cared about was hurt.

He was snapped out of his thoughts when he heard Donnie's lab door open and close. He stopped his humming and looked up sharply to see Leo coming down the steps to the lab and walk over to the couch, plopping himself next to Mikey as he let out a long, heavy sigh, resting his elbows on his knees and hanging his head low.

Mikey glanced at him anxiously. He looked so tired and worn out, he was not sure he should ask him. But his concerns over Donatello got the best of him. "Is he gonna be okay, Leo?" he asked hesitantly.

Leo looked up at Mikey, and upon seeing the concern in his eyes, let a reassuring yet weary smile spread across his lips. He had been in Donnie's lab for over two hours, trying to get out all of that glass out of his legs, which had been a more difficult and slightly gory process than they had previously thought it would have been, so much so that they had to make Mikey leave the room; they knew that he could not handle seeing so much blood, or see his brother in so much pain. They even had to cut open part of his leg to get some of the pieces that had solidly imbedded themselves into his leg.

"Don't worry, Mikey" Leo reassured, "we got all the broken glass out of his legs and wrapped them up before any real damage or infection could set in. He'll be just fine." Though he might not be walking for at least three days and might have a few bloody scars, he thought silently, turning away from Mikey for a moment.

Mikey, unbeknownst to what had truly happened in the lab, sighed heavily in relief. However, upon noticing that Leo had lost his smile, and then seeing the tension in his clenched fists, he once again became troubled for his eldest brother. Outwardly, he seemed fine, just slightly tense; he was like that sometimes. Even whilst watching T.V, his entire demeanor would tense up if he felt someone's eyes or presence on him. It just showed how prepared for battle he was.

However, it was the certain look in his eyes betrayed him. Michelangelo could tell anyone's true feelings simply by looking into their eyes. When he really concentrated, that is.

"…Leo?" he asked hesitantly.

Leo still did not look at him, "Hm?"

"…were you…afraid…y'know, for Donnie?"

Leonardo started for a moment, and then finally turned to look at Michelangelo. He could see the genuine innocent curiosity in his big blue eyes; he was just fretful for his big brother.

Leo sighed. "…yeah, Mikey. I was afraid…" he said softy, before glancing left and right in case someone was watching. He drew closer to Mikey and said quietly, "Don't tell Raph this, because I'll never hear the end of it, but…I'm always afraid, Mikey."

Mikey's eyes widened in wordless surprise. "Really?" he asked disbelievingly.

Leo drew away with a firm nod, resting is elbows on his knees again. "Really," he affirmed, "Every time we go out there and fight the Kraang or even The Foot…I'm always terrified that something will go wrong…one of you could get seriously hurt, or worse…which is another thing about being a leader, Mikey. You don't just carry the lives of your comrades, but the lives of the millions of people you're trying to protect on your shoulders…if you fail, everyone goes down with you…and the fact that you guys are more than just my comrades…my brothers…that makes the burden all the more harder to carry…" he trailed off and looked off to the side, away from Mikey.

"…but as long as I can keep you all safe," he continued determinedly, "I'll gladly carry that burden until the day I die."

Mikey stared at Leo sadly as he finished. He always forgot how hard it really was for him to be a leader sometimes. He reminisced the time when Raph was made the leader for a night; it was a complete disaster. Raph even freaked out after he let him get hurt.

Mikey knew he would never know what it was like to feel the immense encumbrance that Leo felt every day of his life; he knew he would never get the chance to become a true leader. But it did not mean he could not comfort his big brother to help him get through it.

Sliding closer to the blue turtle, Mikey wrapped his arms around him in a fierce but loving hug as he buried his face into his chest. Leo looked down at him for a moment, before his weary expression became replaced with a big genuine smile. With a soft chuckle, he hugged his little brother back.

"You don't have to worry about us, Leo," Mikey said cheerfully, "we'll be okay. Donnie's got the brains and science-y stuff, Raph's got the muscles…and he's a great big softie…you've got that fearless leader thingy, and I've got…ummm…I've got, uh – "

Another chuckle escaped his lips as Leo held Mikey tighter. "You've got a heart of gold, little brother," he said softly. He grinned as he then added, "and that 'Hot-Nunchuck-Fury' too! Now, c'mere you!" He suddenly grabbed Mikey into a headlock and gave him a good old fashioned noogie. Mikey cried out and laughed as he tried to escape his brothers' grip.

Back in Donatello's lab, he and Raphael had overheard the entire conversation. They said nothing, but shared a knowing look and a smile. Raph had had the displeasure of learning about the burdens of responsibility that his older brother had to go through, and of course, being the hot headed 'hit-first-ask-questions-later' type of turtle he is, he hated it. Though he had been proven wrong, it did not make Leo's job any easier.

Donnie, like Mikey, would never know the stresses of leadership; he never worked well under pressure. But after sharing his glance with his red banded brother, he knew that he, Raph and Mikey would help their older brother through it together.

Splinter watched his sons play from the dojo door with a fond smile. Michelangelo could always brighten the darkest of days, and bring a smile onto his families faces. If he were somehow forced to change one day, he prayed that that, at the very least, would always remain the same.