Don walked through the smoke sighing to himself, stupid..yes what he was about to do would qualify as stupid; extremely, incredibly stupid in fact. But as far as he could tell it was the only way both he and Leo would be getting out of there alive. He looked over at the image producer on his belt, and frowning he flipped it on. Instantly where Donatello the turtle had stood was now a normal looking Foot Soldier. Don looked at his own arms, satisfied with the quality of the illusion and walked forward to the edge of the smoke. Farther away he could see Leonardo and Shredder still locked in battle. Leo had many cuts across his face, and arms, and from the looks of him he'd have a lot of bruises for awhile..but what concerned Don the most was the exhaustion he saw on his brother's face. Leonardo was tired, and it was only a matter of time before Shredder got the upper hand and killed Don's blue masked brother. Don's gaze went to the gauntlet lying alone and forgotten on the ground.

It was stupid to put it on, knowing what it did to its wearer. Stupid and dangerous.

What if he couldn't take it off? What if it ended up controlling him instead of the other way around? What if he ended up the menace flying around, destroying the city?

Who would stop him then? Especially now that he knew everything there was to know about it?

Yet for all the danger it represented, it also represented something else.. Opportunity. Wearing the gauntlet could provide him with enough power to put a stop to Shredder, or at least stop him in this battle. As strong as Shredder was, the gauntlet was stronger.

He looked up at his brother. Leonardo was worth the risk.

Wrapped in his illusion Don walked across the graveled expanse between the street and where the gauntlet now lay. When he reached it he bent down to pick it up..and just as he stood upright something came flying out of the smoke to land at his feet. He looked down.

It was Leo.

The blue masked turtle was injured, and breathing heavily, he also seemed to be in a bit of shock, he was lying on his side and he kept trying to get up but couldn't manage it and kept falling back down. Don knelt down beside his brother.

"Leo are you okay?"

"I'm okay Don, I.." Leo panted looked up, probably expecting to see his brother. When he saw a foot standing where his brother should have been it gave him quite a shock. He tried to jerk away but Don held him fast.

"It's okay Leo, it's me. This is just an illusion." He whispered to his brother.

Leo looked puzzled. "Donnie?" he whispered back.

Shredder's voice echoed around them. He must have thought Don was truly one of his own foot soldiers because he was striding forward, holding out a hand commandingly.

"Give me that gauntlet, now!"

Don looked down at Leo who was still looking puzzled and he grinned and patted his brother's shoulder. "Let me handle this Leo."

Slowly he stood upright and as he did he let the illusional image fall.

"Shredder." He said grinning at his now very surprised enemy. "It's time you learned the meaning of the phrase. " Biteing off more than you can chew."

Don took off the glove on his right hand..and he put on the gauntlet.

Instantly he felt a warm tingly feeling as the liquid metal of the suit flowed up his right hand and over the rest of his body. He felt the momentary stab of intense pain as the suit stuck two newly formed tiny metal needles into the base of his neck and then suddenly..he could see; the world turned into a myriad of colors, and in front of him he could see heat signature, then infra-red..and then his vision returned to normal. Then as the suit adjusted to suit him; he began to feel …it washed over his mind like a tsunami, an overwhelming feeling euphoria, exhilaration and above all power. He felt like he do anything, lift any object, fly as fast and as far as he wanted. He could rule the city, the world if he wanted, defeat anyone, bend it all to suit his wildest fantasies…no one on earth could stop him..the world was his for the taking..he was a god.. and then his rational mind pulled the emergency brake on that train of thought. Never in his wildest dreams had Don ever wanted to rule the even the city itself much less the world. He wanted nothing more than to be with his family in peace, to live out their lives as they saw fit, to work on his inventions, maybe in his own way make the world a better place.

He wondered if this was what the human Wick had felt in the beginning, and then realized probably not at first..the gauntlet had just been manufactured..it had just been waking up. It had taken time, before it had taken control of the human. Now that it had taken everything from it's former wearer, it was at full power..and strong enough to try to take over Don's mind immdiatly. Don however, wasn't about to let himself be controlled by an alien hunk of metal. He knew that he wasn't a god; he was a mutant turtle; and he didn't want to rule the city, destroy it, or bend it to his will; all he wanted to do right now was kick Shredder across it. Shredder was a threat to Leo, Raph and Casey, April, Sensei, and Mikey. Shredder was the threat to the city.

Don turned his sights on the villain and let his anger override the feelings the gauntlet was trying to feed him. Just looking at the villain made Don even angrier. The gauntlet's whispering voice in the back of his mind disappeared under the onslaught of anger and Don was left alone inside his own head.

Shredder was calling to his Foot Soldiers and to Hun but Don was already moving. With the merest thought he took to the air, flying strait for the metal clad villain.. and he punched him.

It was, Leo would later recall, something he'd remember for the rest of his life. With the gauntlet on his right hand, wrapped completely in the shiny metal suit, Donatello was a force to be reconed with. He fought Shredder with everything he had, and as powerful as Shredder was, Don in the suit was even more powerful. Shredder could throw Don, or knock the metal clad turtle's legs out from underneath him, but he could not seriously harm him. The metal of the suit prevented it..conversely Don himself had more than enough power to rip one of Shredder's arms or legs off if he so wished it; and he had absolutely no problem with trying. Shredder was spending more time laying on the ground or flying backwards through the air then he was standing upright and fighting. Donatello, who most agreed was the weakest of the turtles in the area of fighting skills, was fighting the Shredder…and winning.

Shredder realized it too.

Which is why he decided to use another method to defeat his enemy. Never known for playing fair before, he wasn't about to do so now and he wasn't going to just let Donatello beat him. So the next time Don threw him, he got to his feet and ran for Leonardo; with every intention of using the blue masked turtle to force Don to surrender. Leo had gotten to his feet and moved himself out of the path of Don and Shredder, he was now sitting with his back against a far wall trying to get his strength back. It seemed to him that he had been fighting forever, and the rest afforded by the few hours sleep he had gotten he had gotten had vanished like an ice cube in a furnace. He looked up to see Shredder running towards him and tried to get to his feet..but just before Shredder reached him Don intercepted. The metal clad turtle landed right in front of Leo his arms crossed across his plastron.

"You really don't have any honor Shredder." Don said shaking his head.

"I fight to win turtle, honor is of no consequence when I have power!" Shredder clenched a fist and shook it at Don. Behind him the Hun and the remaining Foot Ninja were gathering. Hun walked forward fists clenching and unclenching menacingly.

"You're pre-canned dead turtle meat." He said angrily.

Don didn't look very concerned. He was about to retort when he felt Leo's hand on his shoulder. "Be careful Don, remember what Sensei said..don't get overconfident."

" They can't hurt me Leo, not in this."

"I know Don, that's not what I'm worried about." Leo said meaningfully. "You're letting it affect you. You're starting to act like..him."

Don sighed. " I'm still in control Leo. But if I'm going to win this, you can't be here."

"What…"Leo started

"Face me turtle!" Shredder said angrily.

"All in good time Shredder." Don said turning to Leo and grabbing him.

"Don what are you doing?" Leo hissed.

"Getting you to safety." Don floated effortlessly into the air taking his brother with him. He flew to a building a few blocks away from the power plant and deposited Leo on the roof.

"Don what are you going to do?" Leo asked as their feet touched the roof.

"I'm going to end this fight right now, before it goes to far.. and while I still have enough will power left to take this thing off." Don said taking to the air.

"Don, just leave them and let's get out of here!" Leo called after his brother, but the metal suited turtle was already halfway back to the power plant.

He watched the distant form of his brother hover in the air above the power plant, and then dive straight downwards. Quickly Leo put his legs over the edge of the building and dropped to a fire escape below him. He was injured, beaten bruised and totally exhausted but he wasn't about to stand there and watch while Don fought the Shredder alone. Halfway there he saw bright green light flair across the skyline. His face twisted into a worried grimace, Leo tried to run faster.