Disclaimer: I do not own the TMNT or the other characters affiliated with TMNT, unless it's an OC... Bummer.

I found a few fitting songs for this fic, they helped me write this so here they are: Outside by Staind and Mad World by Andrew Micheal (the version from Donnie Darko). I know they're not very fast paced and don't quite capture the mood, but if you listen to the lyrics you'll hear the meaning.


Shredder found himself exiting the room quietly. He had come to terms with reality. He had already mulled over many things concerning his "change". He was confused and definitely disgusted by his new body.

The teenager within him had actually contemplated throwing himself out of a window to rid him of the body he was occupying. Shredder had later dismissed the idiotic ploy and thought of other things far more important than his discomfort.

He thought of his family. How would they react if he tried to reach out to them in his new form? Shredder shook his head and walked down a hallway, chin in his hand while he contemplated.

He would not be able to go back home anytime soon. Not as the Shredder. He suddenly froze, hands dropping at his sides. "Shredder's in my body! He'll kill them all!" He thought, holding his head in his hands. Shredder shook his head. "No, they can defend themselves…" He said hopefully. Shredder, however, knew how the advantage of surprise affected most battles.

He also knew how badly his former body had been wounded. He had time to warn his family. He groaned as another migraine attacked his throbbing head. This was already the seventh time today.

"Master?"

Shredder turned to see Karai walking towards him. "The medics said you would not be up until tomorrow." She said, bowing before him. Shredder stared, his heart pounding. "She'll know I'm not him." He thought franticly.

Leonardo stared at his hand. He was wrapped in bandages, lying on his futon. "This is displeasing." He thought to himself, considering his new body. "Unreal, surely, but useful…I can finally end these freaks without any repercussions, this time I will finish them." He thought, he clenched his fist and a spasm made his arm jump. He glared at his limb with venom.

"No matter, I will control this inconvenience. Then, I will finish them." He said, and closed his eyes. He knew that his newly found family would not strike their brother.

Shredder stared down at Karai and brought up all memories he had of Shredder and Karai's conversations. He then knew what to do. "The medics have done their job well, Karai. Follow me; we have many matters to discuss." Shredder said and turned to walk up the hallway. Karai followed his brisk pace.

"Father, are we to attack the turtles?" Karai asked. Shredder pretended not to hear her and walked on. He truthfully had no idea where he was going. Shredder was following his intuition, which told him to continue down the hallway.

He slid a screen door open and was amazed, although he did not show it, to see his main chamber. He stepped in and turned to see his daughter close the screen doors behind them. She knelt before him expectantly, waiting for him to speak. Shredder's eyebrow twitched uncomfortably, she didn't notice.

"Stand, Karai." Shredder ordered. The young woman slowly rose. Shredder placed a hand on her shoulder.

"Karai, I remember little over the time I have spent with the medics, refresh my memory as to the last operations and other recent news." Shredder said, turning away from her to walk over to the banners with his clan symbol.

"The search for the turtle's lair has continued. There is a new shipment of supplies coming in; they are to be stolen tonight by your previous orders." Karai said before adding, "The mayor has wanted to speak with you."

The Shredder folded his arms and turned around to face Karai. "My previous orders are to be overruled. We will not lower ourselves to thieves. Schedule a meeting with the mayor sometime today. Send in a squadron of our highest ranked ninjas, prepared for battle. As for the turtles, call off the search for their home and begin a search of the rooftops for them. If they are found, no harm is to come to any of them. However, if Leonardo is seen, capture him and bring him to me as unharmed as possible." Shredder ordered.

"Would it not be simpler to just take their home, Master?" Karai asked.

Shredder narrowed his eyes and shook his head. "We will not do so unless we have run out of options." Shredder said, and dismissed Karai. She bowed and moved out of the chamber.

Shredder moved towards a red tatami mat and sat in lotus position on it. He closed his eyes and began a meditation. He brought both hands in front of him with his palms pressed together. In his mind's eye he brought up the image of a flame.

The flame was his focus of meditation, his and his alone. The flame was unique; it was blue and shot out sparks of red, orange, and purple. He had made it this way, it resembled his inner core.

A shuffling of near silent feet stirred him from his meditation. Shredder opened his eyes to spot several of his ninjas kneeling before him. He stood, and they stood with him.

Shredder bowed and they returned the bow.

They then leapt into motion, shuriken flew at him and they unsheathed katanas, bringing down their weapons on Shredder.

He responded quickly, sidestepping the shuriken and leaping up to meet the ninjas in the air. He split kicked two out of the fight, grabbing the katanas that fell from their grip and hit the ground in a roll. Ten ninjas surrounded him now; Shredder held the katanas in his grip with ease. He had longed for the feeling of twin katanas in his hands, but these were not his blades.

Shredder ducked under stabs to his body and sweep kicked his ninjas. He leaped above them and landed behind the five who were still standing, releasing a crescent kick which sent them flying back. He blocked a downward sword stroke from behind with his right hand katana and brought the hilt of the left hand katana into the ninja's solar plexus.

The ninja flew back into another one and they hit the ground in a heap.

Shredder set the twin katanas down on the floor and bowed to his fallen opponents. He moved about the room then, helping them onto their feet with words of praise. He sat back down on the tatami mat and motioned for them to sit before him.

They did so, looking slightly confused. Shredder noticed this. "You have done well, but we must focus on your individual strengths and weaknesses. You will become better with practice, but only if it is focused on your strengths and weaknesses. We shall begin strengthening our legions slowly, starting with our weakest fighters. But first, we must work closely together to become great warriors and better ninjas. Now, what are your names?" Shredder said.

The ninjas looked eager now. "Carole, Jake, Leslie, Manny, Greg, Finn, David, Dave, Mary, Ramiro, Yesinia, and I'm Tyler." The ninjas said.

Shredder nodded, hoping he could remember their names. "Stand and begin matching off into partners. We will start with sparring matches."

Leonardo slowly moved his hands in a kata. He still laid on his futon, but now he was trying to work the jumpiness out of his nerves. His arms jerked up and struck his snout hard. He growled lowly in irritation. A knock on his door caught him by surprise.

"Now, you've got to try and get along with these inferior beasts." He told himself quietly.

A purple masked face poked in through the door. "Hey Leo, you feelin' okay?" The purple masked terrapin asked.

Leo tried to remember the name of this brother. "Yes, I'm actually feeling a lot better…Donatello." He said. Don stared at him and moved into the room, closing the door behind him. Leo noticed he was unarmed and looked very at ease in the room. "He would not be ready if I attacked him right now. It would be such an easy kill if not for these spasms." He thought to himself.

Don sat on the edge of Leo's futon, tapping his fingers together. "Leo…Are you having any memory problems? I've checked your brainwaves and they seem quite out of the norm. Well, as normal as your original brainwaves are. You see…" Don said, rambling on and on about brainwaves and how the patterns are different and how it affects Leo's mind, making Leo's head pulse in confusion and irritation.

"How in the hell does Leonardo deal with such annoyances?" Leo thought.

"Yes, I do seem to have such…'memory problems'. I can hardly remember your name." Leo said, doing his best impersonation of the turtle whose body he now commanded.

Don sighed and rubbed his temples in anxiety. "Leo, I'm Donatello, or Don for short. Raphael, or Raph for short, wears a red mask. Michelangelo, or Mikey for short, wears the orange mask. Master Splinter is our Sensei, he has been teaching us ninjutsu for the sixteen years we've been alive. You've been his most devoted student." Don explained, continuing on about their history.

Leonardo paid close attention to his brother, not letting a single detail pass by him, lest his illusion fade into nothingness.


A/N: Okay I know I haven't updated in awhile…sorry about that. I've been really busy lately. I'll try to update sooner, but I can't make any promises right now. Thanks for reading and reviewing. A little more would really be appreciated. ^^

And to Riptide:

If you do not enjoy reading this, there are other writers who write very well. But thanks for reading up to the last update, that makes me feel pretty good. As for your reviews, they have helped me. I realized that despite my previous statement of not forgetting the others, I have already begun to push them aside. So thanks for reminding me. I will be posting more chapters based on them.

But since this is a Leo and Shredder fic, I have to keep a bit of focus around them, so please bear with me if you're still reading.

Raph is my second favorite of the quartet, so I do like him to be a central figure in my fics. But I'd also like to focus on Mikey in this one. Sorry about Don and Splinter though, I'm definitely not the best at writing with them.