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The Darkness Within
Teenage Mutant Ninja Turtles (2003) episode
Season Code: S03E14
Episode: 66
Original airdate January 29, 2005
Written by Ben Townsend
Supervising Producer Lloyd Goldfine
Producers: Gary Richardson
Frederick U. Fierst
Al Kahn
Norman Grossfeld
Thomas Kenney
Supervising Director  Roy Burdine
Story Editor: Michael Ryan
Episode chronology
← Previous Next →
"The Lesson" "Mission of Gravity"

Teenage Mutant Ninja Turtles Season 3
October 9, 2004 - April 23, 2005
List of Teenage Mutant Ninja Turtles episodes


  1. The Christmas Aliens
  2. Space Invaders, Part I
  3. Space Invaders, Part II
  4. Space Invaders, Part III
  5. Worlds Collide, Part I
  6. Worlds Collide, Part II
  7. Worlds Collide, Part III
  8. Touch and Go
  9. Hunted
  10. H.A.T.E.
  11. Nobody's Fool
  12. New Blood
  13. The Lesson
  14. The Darkness Within
  15. Mission of Gravity
  16. The Entity Below
  17. Time Travails
  18. Hun on the Run
  19. Reality Check
  20. Across the Universe
  21. Same As It Never Was
  22. The Real World, Part 1
  23. The Real World, Part 2
  24. Bishop's Gambit
  25. Exodus, Part 1
  26. Exodus, Part 2

Season 1Season 2Season 3Season 4Ninja TribunalFast Forward - Back to the Sewer

"The Darkness Within" is the sixty-sixth episode of the animated series Teenage Mutant Ninja Turtles, which originally aired on January 29, 2005. It had 3.86 million views on the 4kids website as of 2008.

Appearing in The Darkness Within

Major Characters

Minor Characters


Voice-Over Introduction

Leonardo: Fear. We face it everyday of our lives. Sometimes, fear can be a friend who fights by your side, making your reflexes quicker, senses sharper. Other times, fear is a liar, confusing you until you can't believe your own eyes. But the very worst fear: that's the fear that destroys all hope. And I'm afraid that my worst fear has just come true.

Reanimated attacker.

Plot Synopsis

Angel comes knocking at the Turtles' warehouse door, informing them that something terrible has happened. In the Battle Shell, Angel tells them that her brother Ryan had discovered a gold coin at the Volpehart building and went back to find more; he has now been gone three days. Inside the complex, Angel hears a mysterious voice calling to her. She discovers a hidden staircase leading down, which the Turtles descend. They come upon a door, engraved with a message saying to lose all hope for ye for enter. Angel tries to get in despite this warning, but an eye atop a pyramid on the door glows with a red aura and the skeletons around them come to life. These skeletons prove hard to kill as they are already dead and keep coming back for more. An elderly man descends the stairs, informing them that they cannot kill the dead, and urges them to follow him. They managed to seal the staircase before the skeletons could get out.

Telling them there is no going back from what they've experienced, the man directs them upstairs. He isn't at all disturbed by the Turtles, claiming to have seen stranger things in his life. He tells them that the "money" they seek is actually bait. The Turtles and Angel explain themselves and
Raph 17

Raph's nightmare that he is The Shredder

ask about Ryan. The man says that Ryan was foolish like all the others he tried to warn, and explains what the peril is.

Millennia ago, a glowing red meteor fell to Earth, bringing with it an evil creature, who called to humans with the promise of wealth and power. But the Natives proved too strong of character to its urgings. They crafted a spear-head from the meteor, hoping to slay the beast. Unfortunately, before the deed could be done, the creature called out to men across the sea to Europe, bringing those who desire greed. One such was C.F. Volpehart, who killed the Native warrior carrying the spear and took it. Under the creature's influence, Volpehart gained a vast financial empire and influenced the rise of Wall Street around the Volpehart Building. The creature, the old man explains, still lives under the building.

The old man says that he is Volpehart's heir, and that he once tried to kill the monster to put an end to its evil. But he was too weak to even use the meteor spear against it, having been too long under its influence.

With little choice, the Turtles resolve to go down into the creature's lair. The old man gives them the meteor spear for their task. As they prepare to go down, Angel asks to come with them but Leo says she must stay topside. As they approach the golden gates, they ward off the skeletons with the spear before entering the creature's lair, finding the meteor bathed in fire like the eye at the top of the pyramid symbol, and many pods holding the corpses of people from different eras. Suddenly, the creature attacks, with multiple tentacles coming from all directions. The Turtles are soon defeated, losing the spear.

Leo wakes up in one of the pods, being rescued by Splinter, who had sensed his peril. Suddenly, the creature attacks again. Elsewhere, Don encounters Angel, who runs off and jumps into the abyss. Yet elsewhere, Mikey meets Leo, who reveals that he took an offer from the creature to join it, and now has tentacles in place of his left arm. Raph encounters Shredder, who he presumes to be behind this. When he knocks his foe's helmet, he finds not Oroku Saki's face, but his own.

Leo and Splinter fight the creature, but Splinter is mortally wounded in the fight. Suddenly, Leo finds himself back in his pod, rescued again by Splinter. Leo notes that something seems wrong. At that point, Splinter's eyes turn red, and the mutant rat attacks Leo. Leo soon realizes everything is not real and fights back but accidentally stabs Splinter. Reminding himself everything is not real, he wakes up in his pod, this time in reality, slices himself out, then frees his brothers from their pods and wakes them from their nightmares. Noting that their pods were glowing red, they locate the only other glowing pod, which contains Ryan, experiencing a nightmare about Angel being hurt. They free him and convince him that they are part of a very bad dream. Just then, the creature attacks, and Leo finds the meteor spear in the carnage. The creature's whole body emerges, as it telepathically tries to seduce Leo into giving in, promising wealth, power and the world. However, Leo fights these temptations and throws the spear into the creature's glowing red eye.

Upstairs, the old man senses that they have succeeded, saying he is free. Angel asks why; the old man reveals that he is in fact C.F. Volpehart, seconds before he crumbles into dust. The Turtles and Ryan come to the room, reuniting the siblings, and Mikey is disgusted after accidentally dancing on Volpehart's remains.

As they drive away, a nearby phone rings, answered by a suited man carrying a briefcase. The creature's voice then comes out of it, as the man's eyes turn red; he has given in and laughs evilly.


  • Necro Monster: Come to me. Serve me, and I can give you power and wealth. I can give you the world.
    Leonardo: (a red glow enters his eyes) The world... (blinks and shakes his head) Sorry. Not interested! (throws the spear, killing the Beast)

  • Splinter: You look confused. (Splinter to Leonardo)

  • Mikey: Where's the old dude?
  • Angel: You're standing on him.
  • Mikey: (Looks down and sees the ashes he's standing on and gets freaked out) Gross, gross, GROSS! (He screams like a girl.)

  • Leonardo: Master Splinter...No!


  • Third appearance of Angel.
  • The old man's name, C.F. Volpehart, is an anagram of H.P. Lovecraft.
  • This episode introduces themes of H.P Lovecraft as well, such as a monster manipulating humanity until it can eventually take over the world. Themes from Dante Alighieri's "Divine Comedy" are also present, including the inscription "Abandon All Hope, Ye Who Enter Here" over what can be assumed to be the gates of Hell.
  • The Creature shows the Turtles their worst fears, which are:
    • Leonardo: Failure.
    • Raphael: Himself - his anger.
    • Donatello: The demise of his friends and loved ones.
    • Michelangelo: Betrayal.
  • Raphael's greatest fear is to give into his anger and become his very enemy, The Shredder. This is a reference to an Image Comics storyline in which he actually did become the new Shredder for a time. Raphael's face in the Shredder's helmet could also be an allusion to The Empire Strikes Back, in which Luke Skywalker sees his face in an illusion of Darth Vader's helmet.


  • In one scene, Angel's pants are a light purple, in the next shot they're back to the real color: red. 
  • Even in some kind of crisis, the police wouldn't normally say no to looking for a missing person.


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