Somewhere in Egypt

"They call themselves 'Teenage Mutant Ninja Turtles'," the mutant overlord Apocalypse stated, his deep voice booming. Projected on the dust-filled air behind him was a hologram of a two-legged turtle wearing a mask and holding a bo staff at port arms.

"They are man-sized turtles that carry themselves on two legs and fight with ancient Oriental weaponry. Little is known about them, save that they operate exclusively in New York City."

"I understand," the Russian mutant intoned. His alabaster skin glimmered in the room's faint light, though he sat hunched in a shadowed corner of the chamber.

"I know not what manner of being they are, but they call themselves mutants. And so they must be tested. Go to them, my Horseman. Cull the weak from the strong, and return to me to report on your findings."

"Yes, master," the man once known as Arkady Rossovich, then as Omega Red, now simply as Death, hissed in response as he moved for the teleporter.

In the sewers beneath the mean streets of Manhattan

"You're dead, Raph! You hear me? D-E-A-D!"

"Cowabunga!" Raphael cried, bursting through the doorway and leaping over the reclining form of Michelangelo. Mike looked up from his book casually as Donatello swept into the room and followed Raphael in his leap over the couch. Then Mike sighed and returned to his reading.

"Quick, tell me what you want on your tombstone!" Donatello cried as Raphael ran several steps up the wall and caught hold of the large copper pipes hanging from the ceiling of their sewer home. "If you can't think of anything, we're just going to write: 'Here lies Raph, Ninja Turtle and General Dickhead. Died With a Bo Staff Shoved RIGHT Up His Ass'!"

Raphael pulled himself over on top of the largest pipe and laughed down at his teammate. "Geez, Donny, what's your problem? Can'tcha take a joke?"

"A joke? A joke?? You call logging in under my screen name and sending a declaration of love to the Thing a joke?"

"Ooh," Mike hissed from the couch, still not taking his eyes off the book. "Low blow, Raph. Bad form."

"And then he goes to farmsex.com and signs me up for their newsletter!"

"Man, that's cold," Mike agreed, only half listening.

"Well, technically, we are animals," Raphael was saying from the ceiling.

"And then - then - he goes to the official N'Sync fan site, and posts on the message board, saying they're just New Kids on the Block wannabes, and the Backstreet Boys are a much better band. I've got 342 friggin' hate mails from teenage girls in there!"

"I'm just trying to teach you a lesson, Donny," Raph said.

"What's that? That I should have smothered you as soon as we hatched?"

"No... just that you shouldn't make your password something as obvious as 'April'."

"Donny!" Michelangelo gasped from the couch, finally putting his book down. "Say it ain't so!"

"My password is my business," Don groused, his green cheeks flushing.

"Donny and April O'Neill," Mike chanted in a little sing-song, picking his book up again, "sittin' in a tree. K-I-S-S-I-N-G..."

With a roar of anger, Donatello backed up to the couch and went running at the wall Raphael had dashed up moments before. Raph just had time to say, "Uh oh," before Don hit the wall and went sprinting up it as his brother had. He grabbed the same pipe Raph was perched on and began to swing himself over.

Raph leapt for another pipe, caught it in both hands, swung and caught a third cylinder with his feet. Don gave chase as Raphael made his way across the ceiling and eventually out of the room, passing over the thin wall.

With a laugh, Mike returned to his book.

Still in the sewers

Leonardo - self-styled leader of the Teenage Mutant Ninja Turtles - strode carefully over the narrow walkway bordering the river of sludge running down the center of the tunnel. Finding himself bored and unable to sleep earlier in the evening, he'd left to patrol the city solo. Officially, he was looking for any sign that the Foot Clan was getting ready to show its ugly face again, but he had been kinda hoping to run across a real super-crime to foil.

Of course, he knew that a fight with Dr. Octopus or Mr. Hyde or somebody like that would be (1) a good way to get killed, and (2) bad for the 'mystery men' status Master Splinter insisted they live under. Still, if he happened to stumble upon the Brotherhood of Evil Mutants robbing a bank or something, he'd have to try to stop them, wouldn't he?

Leonardo grew a self-deprecating smile under his red mask. He was rationalizing again. He was the good son, after all, the one that always insisted Master Splinter was right in all things. Why was he pushing his - and his brothers' - luck by going out looking for trouble?

Leo paused. He sniffed the foul air and listened, tuning out the gurgling of the sludge and the thumping of his own heartbeat. Slowly, very slowly, he reached to the sheath on his back and drew one of his katana, then dropped down into a defensive crouch.

"C'mon out," he said quietly. "I know you're there."

A sudden buzzing sound - a subdued vzzzz, like an unwinding reel of cable - was his only warning. It was more than enough. He spun, rising to his full height as his sword flashed in an arc. The blade sparked as it struck the segmented, metal tentacle that had been arrowing toward his back. The tentacle bounced off the wall and landed on the stone pathway at Leo's feet, the tip slapping against a cowering rat. The rodent squealed in pain and terror as it withered and died before Leo's eyes, completely mummified even before the tentacle started retreating back into the darkness from which it had originated.

"Holy shit!" Leo cried. He drew his other katana and held both swords at the ready, between him and the darkness that held those tendrils. "Who are you? What do you want?"

"Once I was known as Omega Red," a strong, gravelly voice responded. A huge male form moved farther into the light. His skin was bleached white, his hair long and blonde. He was wearing some kind of bizarre complicated red outfit that Leo didn't take the time to study too carefully. "Now I am simply Death - yours, to be specific."

Death's (or Omega Red's, or whoever this guy is today, Leo thought) arms came up and a metal tentacle sprang from the inside of each wrist. Leo heard the distinctive vzzz again and parried the appendages away, just as his enemy launched himself into the air. Leo rolled under the lunge, essentially trading places with the attacker, then leapt across the river of sludge to the opposite walkway.

Death seemed to be an appropriate name for this guy. Leo had no idea whether those tentacles could do the same thing to him they'd done to that rat - there was a substantial mass difference, after all - but he wasn't going to take any chances. He turned and started running for home. He didn't want to lead this weirdo right to their door, but if he could get within earshot, the others would probably hear the commotion and come out to help.

He'd taken barely half a dozen steps when Death leapt across the sludge and gave chase.

"Beat it, wouldya?" Leo called back over his shoulder. "What'd I ever do to you?" There was that sound of unwinding cable again, and one of the weirdo's tentacles swiped at Leo's feet. He leapt up, tucked, and hit the ground rolling, taking care not to lose his swords.

Then he heard the crash from above.

He had barely recovered from his roll when about half a ton of plumbing and masonry descended upon him from above. While he'd been dodging one of Death's tentacles, the other had been yanking the ceiling down on him.

He couldn't get his head into his shell fast enough. A large, rusted chunk of metal struck him across the back of the skull. For a moment he saw stars, and then he saw nothing at all.

He came to seconds later, buried up to his neck in rubble. A large copper pipe about the size of a Volkswagen Beetle, lay across his chest, pinning him in place.

And then the weirdo appeared above him.

"You are not fit," the weirdo hissed.

"Yeah, thanks," Leo gasped. "Let's see you... execute that beautiful... diving roll and dodge the... rubble. Everybody's... a critic."

"I meant fit to live, little amphibian." He reached down with one ivory hand.

"Hey, I can guarantee I'm one of the... 4 largest... amphibians on the... planet, bucko."

The hand kept on coming. The banter wasn't working. He couldn't move and he was about to get fondled by the Rodent Vaporizer. Geez, some days it just didn't pay to crawl out of your sewer home. Leo squeezed his eyes shut.

He heard the shouting voices first, but the sound of the exploding wall to his right came immediately after. Raphael and Donatello came smashing through the aging brick and concrete, grappling with each other, seemingly unmindful of the destruction their fight was causing. The weirdo took most of the rubble on his left side, and all three - Death, Raph, and Donny - fell into the river of waste.

"Hoo boy," Leo sighed in relief. The falling debris from the wall had shifted the pipe laying across his chest just a little bit. He took several deep breaths to loosen the smaller debris, then arched his back - not an easy feat when one is wearing a half-shell. The pipe rolled. He did it again. The pipe rolled some more. On the third try, it had moved enough to get his hands free. From there it was simply a matter of shoving the debros, which he did with relative ease.

One of his swords was totaled, smashed into 3 or 4 pieces and buried. The second had been thrown clear when he'd been hit. He wrapped his fingers around the hilt of the blade and started running with the current of the river. His brothers and Death had already been swept out of sight.

Downstream

"That is it!" Donatello cried, seizing Raphael by the top of his shell's chestplate as soon as his brother's head had broken the surface. He drew the gasping Raph closer to his body, and began pummeling him in the face with his free fist. "Next time we fight the Foot, I'm telling them about your Hummel figurine collection!"

"What?" Raph cried in disbelief, returning his brother's blows as best he could. "You wouldn't dare!"

"Watch me, you jerk!"

"Raph! Donny!"

Both Turtles turned to see their brother, Leonardo, sprinting down the side of the stream, struggling to keep up with them without plunging headlong into the sludge-river himself. Leo was waving his arms and shouting something that was drowned out by the rushing of the river.

"What's Leo sayin'?" Raph wondered.

"Ah, he probably wants us to wipe our feet before we head back to the pad," Don replied, "and he can't save you anyway, ass. I've had enough of-uv-UV-EEYOW!!!"

Donatello tensed and fell forward into Raphael's arms. Behind Don was a weird albino dude with a grin that would have been plenty reason, in a just world, to get him thrown into a loony bin. The dude was holding one hand above the water, and a faint wisp of smoke rose from his palm. Raph glanced over Donatello's shoulder and saw a matching handprint scorched into Donny's shell.

The albino did a weak little dog paddle - apparently, they hadn't had a swim team at the asylum - and lunged forward, reaching for Donny's head this time.

"Hey, do you mind, dickweed?" Raph cried. In one fluid motion with the hand that wasn't holding Donny, one of his sai was out of the harness on his back and buried in the albino's palm. "This is a family feud you're horning in on here!"

The albino yanked the sai free and tossed it into the sludge behind him. "You must be tested," he hissed.

"Tested? Hey, as long as there ain't no math on that test, dude. I suck at Math."

Leo leapt onto a stone outcropping and weighed a chunk of loose masonry in his hand. About ten ounces. Just about right for a fastball.

He waited until Raph, Donny, and the weirdo had been pulled downstream even with where he stood... then he took aim, and let fly.

Though Leo hadn't mastered any thrown weapons (none of them had, except maybe for Raph), he had an exquisite eye and perfect aim. The masonry shot through the air, arced like a curveball, and ricocheted off of Death's forehead.

The albino cried out, clutching at the new wound and falling back and away from Raph and Donny. Leo leapt down from his perch and set off at a run again, keeping pace with his brothers while unfastening the harness that circled his torso and usually held his katana against his back.

"Raph!" he shouted, throwing himself down full-length on the walkway and tossing one end of the harness out into the brown sludge. "Grab on! Hurry!" Raphael did as ordered, seizing the harness with one hand while keeping the other around Donny. Slowly, he and Leo managed to get himself and Donatello back onto the relative safety of the stone walkway.

"Ah, damn!" Donatello hissed, trying to feel the burning handprint on his shell, but unable to reach it. "Dude gave me athlete's foot on my back! How bad is it?"

"Uh, well..." Raph said, considering the wound. "Geez, Donny... that's gonna leave a mark..."

"How bad?"

"Let's just say April may never look at you the same again."

Don roared and leapt at Raphael again. Leo came between them and thrust them apart.

"Hey, can we get a little focus here? Donny, I saw him kill a rat just by touching it. If he'd touched you anywhere but your shell, you probably wouldn't be here."

"What's this guy want, Leo?"

"I don't know! That's the thing, he keeps saying something about us being tested, but I don't know what that means. We've got to find Master Spli... DOWN!"

That faint vzzz sounded behind them, and Leo tackled his brothers to the floor just as both of Death's tentacles went flying over their heads, blowing a hole in the wall at their backs.

"Oh man, I am getting so sick of this guy..." Raph sighed.

"Go!" Leo cried, pulling his brothers to their feet and all but throwing them through the hole Death had made. The tunnel they found themselves in was damp and black, but it at least afforded them solid ground to fight on.

"Hold on Leo," Raphael said once they were in the new tunnel. "I'm tired of running from this guy. If we stay here we can ambush him, kick his chalky white ass, and toss him in the river. Ba-da-bing, ba-da-boom. No more worries."

"And if he gets you with that death-touch?" Leo demanded.

"Either this or we keep running. I don't know about you, but... hey, wait a minute... where did Donny go?"

"Your companion is the least of your worries, turtle."

Raphael and Leonardo turned. Death's silhouette was framed in the hole he'd made, his wrist tentacles twitching in anticipation as he surveyed his quarry.

"Looks like he just made our choice for us, Leo," Raphael growled, drawing his one remaining sai.

Death took a single step forward... and promptly went right down on his face, tripping over Donatello's bo staff. Donny had been crouched in the shadows near the entryway, waiting for the villain to come in.

"Hold that pose, freakshow," Donatello said, leaping into the air and aiming the point of his weapon downward at Death's head. "I'm about to give you the shaft."

Death rolled and, while Donatello was still airborne, backhanded him. The turtle was hurled backward by the blow, flying back through the hole in the wall and disappearing into the river with a splash of brown sewage.

"Donny! Damnit!" Raphael swore. He weighed the sai in his hand. If he threw it, he might lose it as he had the other. If he got in close enough to use it like it was supposed to be used, the maniac might use the death-touch on him. Which way was best?

"Now," Death rumbled, moving forward with the slow certainty of a cat whose cornered a mouse, "where were we?"

"Right at the part where we kick your ass!" Raph declared, and he and Leo made to lunge forward.

"HOLD!" a new voice boomed down the tunnel. Death paused at the authoritative tone, but the effect on Leonardo and Raphael was dramatic. The two of them dropped their arms and weapons to their sides and took two steps back from the looming albino man.

"Who are you, little man?" Death asked, as two newcomers emerged from the shadows at Leo and Raph's backs.

"No man," the voice replied. He came further into the questionable light, and the inscrutable face of Death actually blinked in surprise.

"You may call me Splinter," the man-sized rat said, bowing only slightly and never taking his eyes off of his opponent. He stood on two legs, just as the turtles did, and wore a humble brown robe made out of what looked like a potato sack. At his side was a fourth turtle, this one identical to the other three save for the nunchakas dangling from each hand.

"Your name is of little importance to me, mouse," Death said, retracting and extending his tentacles in impatience.

"As yours is to me," Splinter replied. "Your reason for being here, however, is of great concern to me."

"My master wishes these mutants tested, to determine whether they are fit to survive."

"I see... but perhaps you misunderstand what we all are." Splinter waved a hand to indicate himself and the three turtles present. "We are not mutants by the popular definition of that word - that is, humans born with an x-factor in their genetic structure. Rather, we are mutates. Animals that have been artificially altered to mimic men."

"That matters not. The master has decreed you must be tested. And so you shall be. Beginning with you, mouse."

Without further warning, Death leapt across the tunnel at Splinter. Michelangelo moved to intercept but, in one fluid movement, Splinter stiff-armed his pupil out of the way and whipped the belt from his robe. When Death reached the master, there was a bewildering flurry of movement, ending with Death flat on his stomach and Splinter balancing on one knee on his back, the belt of his robe cinched tight around Death's throat.

"May we consider this test passed, then?" Splinter asked, wobbling slightly on the one knee. He'd made sure to keep the cloth of the robe between his own skin and Death's. Death was too busy asphyxiating to reply. He clutched at the belt wrapped around his windpipe, but the rat - as frail as he'd looked in the tunnel's shadows - had a grip like iron. He couldn't pull the cloth loose.

"Agree to leave and I'll release you," Splinter promised.

Death nodded weakly. Then, as Splinter loosened his hold on the belt, Death bucked suddenly, throwing the master off before getting to his feet.

"Your master has won your lives this day," Death growled, turning to regard the tense Turtles. "He is strong, and so all of you shall be spared in the hopes that he will pass that strength on to you, his pupils. But be warned," he continued, as his form seemed to flicker, and fade from view, "you will not always be able to ride your master's apron strings. Another testing will come someday soon. Be prepared."

And, with that, he was gone.

"Good riddance," Michelangelo sighed.

"Master Splinter, are you okay?" Leo asked, helping the rat to his feet.

"I am well, my students. I regret I had to become personally involved in your battle, but it was a mighty opponent, and I couldn't risk any of you being hurt for such foolishness."

"Where is he??" Donatello cried, rushing into the chamber through the hole he'd been knocked through. He was covered with a fresh layer of muck, indicating his recent dip in the sludge, but he still had his bo staff firmly in hand.

"Gone, Donny," Leo replied. "Master Splinter sent him running with his tail between his legs."

"Dude's lucky," Donatello opined, scooping goo out of his eye and flicking it onto the floor. "I was just about to go all Spanish Inquisition on his ass."

"Well, he's gone now. Let's get back to the pad and get cleaned up."

The five figures turned down the passageway together, Leo considering his single sword. Raph had lost a sai too, so they'd have to find replacements for those weapons...

"Raphael," Splinter said suddenly, breaking his students out of their thoughts. "I want you to stop misusing Donatello's e-mail address. It's childish and beneath you."

Raphael blinked in surprise... then hung his head while Don beamed in triumph. "Yes, Master Splinter."

"Master Splinter," Leo began, "do you think this 'Death' person will really be back soon."

"Perhaps, perhaps not." With a sigh, Splinter looked up to the ceiling, as if he could see through the yards of rock and cement to the New York streets above. "I fear we may soon have to deal with the designs of this mysterious master of his, though." The group traveled on in silence. Raphael dropped to the back of the group, well behind Splinter, then reached over and quietly slapped Michelangelo in the back of the head.

"Ow!" Mike whispered, putting a hand to his scalp. "What was that for?"

"Tattletale," Raph accused.

"Dickweed," Mike returned.

"Raphael! Michelangelo!"

The two turtles sighed in unison. "Sorry, Master Splinter..."

NEXT ISSUE: I know these aren't usually here, but the next issue will feature the long-awaited conclusion to the Hawkeye limited series, and also explain why he's with the Avengers and not the Thunderbolts.

For more on Death, check out Apocalypse: Ageless Fury #7 to find out how Apocalypse will deal with his Horseman. And, for more on the turtles, you can find them every month in the pages of Teenage Mutant Ninja Turtles.