As far as I know the quote in bold below is mine. It's also in the story at one point. I wrote it without thinking and was like 'huh. That seems like a pretty good summation of their relationship.' So yeah. Also, it's important to note that this event takes place some time after the second encounter they have with Karai (whenever that may be in canon). Naturally circumstances could change drastically by then, but for right now I find this story fitting even in canon.

Most importantly however is where this idea came from. The whole concept of this story originated with a drawing called 'Hiding Place' by Ruija. It's obviously not just for that person, but it for them in the sense that they were wanting some fanfiction of leoxkarai. In the end I hope everyone enjoys! Bask in the LeoxKarai feels! (Because feels is a word.) And check out Ruija's picture!

~It was a slowly digging connection that quite possibly stemmed from petty thoughts of rebellion, but blossomed as true emotion.~

It was late, really late. Or maybe most people would consider it really early. Leo didn't really know or care. All he knew was what it meant for him, which was that it was his only chance to break away from his family. But don't misunderstand, he still loved them dearly and enjoyed their company immensely. There were just some things that they couldn't be a part of, well, one thing anyway.

Raph knew about it, sure, but as of yet he did not know about the late night outings. He only knew about Leo's deep rooted feelings. Ok, so maybe that was a bit extreme, he admitted, but there were feelings. That much he was sure of. Otherwise he wouldn't be doing this – risking everything, maybe even his own family's safety.

As thoughts flooded his mind – of guilt, of uncertainty, of anticipation, of any emotion he could think of – he crept carefully through the lair. He passed each of his brother's rooms, one by one. He couldn't help but peek in on each one. It was a bad habit, but it was all he could do to quail his rising fear of being found out.

Raph was last. He swallowed hard. His hand curled around the corner of the doorway and he leaned forward to see if he too was off in wonderland. His heart stopped dead in the next instant. He sucked in a sharp breath and his eyes widened. Raph wasn't there.

"Hey," A drowsy Raph appeared behind him. He rubbed at his eyes and yawned loudly. "What are you doing here?"

Leo jumped a mile. His heart leapt into his throat as he spun around sharply. It was all he could do to keep his breathing under control. "I-I…" He held his head as he tried to think. It ended up serving to further his act once an idea struck him. "I had a bad dream." He said in a most convincing, shaky voice. "I just wanted to check…"

Raph was too tired to make fun of him. "Well, I'm fine." He offered a weak smile that reflected his half-awake state. He didn't even have the energy to see an inkling of the truth. And it was pretty painfully obvious.

Leo smiled thankfully. "What are you doing up anyway?" He figured he'd ask. It was better to be friendly and put off his meeting for a few more minutes than to raise suspicion by urging Raph on to bed. "It's late."

"You don't say." Raph grinned. "I just woke up and felt thirsty. So I got a drink and I was going back to bed. So…" He didn't want to be rude. Besides, Leo would get it.

Surprise flickered across Leo's face. "Oh, right." He chuckled. He patted Raph on the shoulder. "I need to go to bed too. Splinter always has us up early." He felt himself getting a little antsy. He wanted to go. So don't keep talking stupid. He told himself.

"You got that right." Raph sighed. He hit Leo lightly on the back as he passed. "Well, see ya in a couple of hours." He disappeared around the corner.

Leo heard him flop down on his makeshift bed. For a minute after that he didn't move. He listened with all the attentiveness in the world. Five minutes passed and he remained stock still. It wasn't until he heard the steady snores of his brother that he let out a heavy breath and slumped noticeably.

That was close. Too close. He was going to have to be more careful after this. He then hurried out. He hopped over the metal subway entrance and in another breath he was out. He immediately broke out into a run as he flawlessly navigated the passageways of the sewers.

Within seconds he found his way to the nearest manhole. He lifted the cover slightly to make sure no humans were nearby. Of course, as always, it was all clear. The only sights that greeted him were unmoving objects like dumpsters, houses, and such. The only living thing was a stray cat.

Leo set the cover aside and hopped out. He put it back before setting off at comfortable run. Buildings passed and an occasional tree as well. But mostly he was surrounded by sounds. Mewing and barking of animals, the soft call of birds, and distant noises of the few cars out and about, all these things filled his ears. But he barely took any of them in. They were just there. He had only eyes and ears for one place in particular. And he would be there in a minute more. Just a minute more.

He stopped suddenly in front of an old abandoned building. He stared in awe up at it. Sure, it was in shambles and an eye sore, but the awe wasn't a visual effect. It was what the building contained that made him breathless and wide eyed. So for a moment all he did was stare and imagine, just like always. It never failed. It made his excitement rise, along with all his other torturous emotions.

Then he shook his head fiercely to snap himself out of it. He walked forward, but he did not go through the door. He jumped from one broken and half falling balcony to the next. He swung like a monkey and with perfect accuracy. He went all the way to the top and the made one final jump, up to a tiny window.

It was just big enough for him to fit through, but it was definitely a tight squeeze. He landed face first, as always, with a soft grunt. There was no other way to do it.

"You're late." A silky voice said.

Leo jerked his head up. He saw her often now, yet he never got used to the sight of her. He was as amazed as the first time he laid eyes on her. Her black hair fell gently down the sides of her face and the blonde was just seeable around the side contrasted beautifully with it. Her dark eyes pierced him so intensely that he couldn't get words to form in his mouth.

Karai smirked down at him. She was sitting with her knees scrunched up against her. Her arms were folded over the top of them. "Tongue tied again, huh?" She teased per usual.

Leo shook his head slightly and pushed himself into a sitting position. "N-No. Just...caught off guard." Like this there was still only a head's length between their bodies. However this was one thing that Leo had managed to get over, at least as far as visible signs were concerned. No matter what he knew his heart would always speed up in this situation. They were just so close, and close without trying to kill each other.

The reason for the closeness was that they were in the attic of the building. And calling it that was being kind. Really it was just there because it was there. It didn't have any objects in it. In fact, there was no way to access it from the top floor. It was for show, including the pointless opening they entered through. The fact that even two people could fit in there was a miracle, at least Karai said so.

But it wasn't too dark, contrary to what it might seem like. The structure of the walls was actually a window. They were in a glass case. Stranger still the walls were covered by blinds. Maybe the architect thought it would be interesting to give an illusion on the outside of it being something more than just glass. The effect was beautiful, at least inside. It allowed the moon to stream in in strips that cast a pleasing glow on their faces and bodies. It was almost romantic, to be see by the light of the moon.

Karai made a soft sound of amusement. "If you say so." Again her voice rolled over him like a soothing breeze. She let her legs down now. They stretched the full length of the area and collided with his body.

Leo didn't need to be told any more. He moved instinctively. He scooted around closer to her side, allowing himself to sit to his full height now. He also maneuvered his legs so that they were over hers before he bent at the knees so that his skin only grazed her thighs.

Karai wiggled a bit to get comfortable. She yawned softly and laid her arm across his legs. "So what will it be tonight Leo?"

Leo's eyes were locked on her hand. It hung loosely off of his leg, brushing it as it swayed back and forth with her command. "I-I figured we would just talk." He forced himself to look away and up at her face, her beautifully hypnotizing face and mysterious eyes.

Karai snorted. A grin spread across her face. "Aren't you tired of hearing stories about me yet?"

Leo started. "No! Of course not! I mean…should I be?" He ventured tentatively.

Karai's confident smile slipped into a frown. "I don't know." She huffed, slumping. Her face was only a few inches from Leo's. She barely noticed, yet she swore her heart beat just a little faster anyway. "We've been doing this for weeks now. Don't you want to get out and actually do something? I mean, it's not like anyone will see us."

She said that now, but many weeks ago the exact thing had happened. It had been only a week since their first encounter and they'd met by accident. They fought teasingly, just like the first time. Then they returned home. But it happened again, only a couple of days later. Leo actually felt compelled to leave the lair on a whim that second time, subconscious longing he called it now, more than he had consciously decided to go. The fact he returned to the Biarly Building too only solidified his belief. He wanted to see her again, somewhere not too far beneath the surface.

They called it accidents, even today, but they knew that after the third time it was no accident. Even the first time it hadn't really been. They met like clockwork. Every other day, every other day, every other day for a month…until they were caught. It stopped both sulked, only Karai suffering any physical punishment. Splinter was still none the wiser. Not even Raph knew about this new development.

A month passed, and meeting in battle alongside his brothers was their only reprieve. And it also served as a revival. He subconsciously sought her out time and time again until he nearly gave it up. But they did meet again, and this time was when she showed him what was now their secret place. And they'd been coming here for months.

That was the whole point of this really. So they wouldn't ever be caught again.

"Leo," Karai called him back to reality. "Come on." She urged. "Let's go back to the Biarly Building. Let's fight." Eagerness showed in her eyes and slowly forming smirk.

"Karai," Leo's tone was pitying, but stern. He reached down and took her hand in his. "You know we can't. The Shredder could have patrols out anywhere," His eyes were suddenly intense. "Patrols that will recognize you and me in a heartbeat. We can't risk it."

Karai stuck out her lower lip. She took her hand back and let her head fall into it. "Daddy can go die." She grumbled. "I don't care what he thinks."

Leo was no longer surprised by her so casually referring to Shedder like that. He had learned a week or two ago that she was his daughter. "But I do." He frowned to himself and changed his course of thought. "I mean, if he finds out about this, we might never see each other again. And you…who knows what he might do to you." He reached up and tentatively touched a mark on her cheek. It was a few days old, yet another show of Shredder's affections.

Karai cringed instinctively at his touch. Then she reached up and pulled his hand away. "Daddy wouldn't do anything worse." She said in a voice that was so soft and lacking of its usual cockiness that Leo was almost unsure if it was hers. Then he next words reassured him, "Daddy's just a coward." A scowl settled on her features.

Leo hated that expression. "Still, I don't want to risk it. It…It…"

"Scares you?" She half laughed.

Leo couldn't help but blush slightly. He ducked his head.

"Don't worry. I get it. Still," She gazed longingly out through the thin stripes that allowed light in. "That doesn't mean I can't hate it."

Leo lifted his head and looked at her. "Likewise."

A devious smirk came to Karai's face all of a sudden. She turned her eyes back on him and looked at him in a way he had never seen before. "But that doesn't mean things have to be the same either." She hinted without being completely blunt about it.

Leo eyed her suspiciously. "What do you mean?" He raised a brow.

Karai rolled her eyes in all playfulness. "You know what I mean." She laid her arm across his legs again and used her other one to take his hand.

Leo felt his senses kick into overdrive. His heart beat like a drum in his chest, his breathing hitched, he swore he could suddenly smell her sweet yet sweaty scent, his eyes perceived everything so sharply, and her fingers curling around his was so much more real than anything ever had been.

Karai chuckled at his response. "So how about it?" She pressed. She leaned forward, pressing her forehead against his.

Leo swallowed hard. The sound reverberated in his eyes. So did her question. So how about it? "I don't…" He couldn't bring himself to say it. For once in his life he didn't care what Splinter thought or what was right and what was wrong. All he cared about were these overpowering feelings. And for once guilt, regret, and uncertainty weren't one of them.

Karai understood his silence. Over the weeks she'd learned to read him perfectly. He always was more silent than talking. So she almost had to. "Don't worry." She pulled away from him and stared intently into his blue eyes. "I won't tell."

Leo nodded almost imperceptibly. He scarcely breathed.

Karai was taller. Her mouth was even with his nose. So she leaned forward and placed a soft almost invisible kiss on his nose. As she made contact she finally felt her cheeks flush red. There was no need to hold it down any more.

Leo's cheeks burned brightly. But he was completely relaxed. He shuddered as her lips lingered on his skin. He had never felt anything like this before. It made every inch of his body tingle. And he wanted more.

Karai felt his hand tighten around hers. She knew what he meant, what he wanted. She pulled up a mere inch, looking him dead in the eye. He dark eyes swam with serious questioning. "Don't do anything you'll regret."

The first time they met she would never have questioned his decision. She would have taken ahold of it and never let go. But now she understood his plight. She understood it hurt to be with her and hurt to be away from her, all at once. Sometimes life wasn't black and white. And they were definitely the grey area.

Leo hesitated. He averted his eyes. His thoughts drifted to his brothers, to the repercussions that could reach all the way to them. He thought of Splinter and how he would be disappointing his father by being so close to Karai, to a member of the Foot Clan. But not just that, she was the daughter of the Shredder. Then his thoughts came full circle, back to him and what he wanted. And as much as he loved all of them, he was only a teenager. He wanted to be happy, right here, right now. "It's too late for that." He half joked. They started this the day she showed him this secret place, their secret place. Maybe even before then.

Karai smirked, but there was a certain softness to it. "You asked for it." She was as unromantic as possible. Even this sounded like an impending battle.

Leo didn't know how to prepare. He didn't know what she was going for. He quickly found he didn't have time to figure it out.

Karai smashed her lips against his. She released his hand and wrapped her arm around his neck, forcing their bodies closer still. Her other hand swaying near his clenched up and her fingers dug into his skin without hurting him.

Leo's eyes widened as she so suddenly acted. He didn't even have a chance to take a final breath. Suddenly all the air was trapped in his mouth. No, more than that, their breaths were mingling. He could taste her. And he quickly relaxed into the kiss. His eyes fell shut and the faint pain in his leg transformed to an almost pleasurable pang.

The edges of Karai's mouth turned upward. She breathed him in. She too could taste him and he tasted like something she couldn't quite place. It was something delicious though, whatever it was.

Leo reached one of his hands over to the hand on his leg. He laid his overtop hers and squeezed lightly. He felt a shiver of pleasure run down his spine from the action even in the face of such greater things. Then he finally kissed her back.

Their lips fit perfectly together, as if they were always meant to reach this end. They were the perfect match. But even perfect things had to be broken. So she pulled away from the kiss. Her breathing was heavy and her eyes danced with excited delight.

Leo's breathing was slightly heavier. He didn't know what to say.

Karai almost laughed, but stopped and smiled at the last second. "Not bad. For a turtle."

Leo didn't know how to take that exactly. Was she saying he was inexperienced? He almost felt embarrassed, but looking at the renewed light in her eyes made the sentiment subside. "You too." He shot back, folding his arms over his bent knees. "For a Foot soldier."

Karai grinned from ear to ear. "I swear I'd push you off this building if we were on top of it."

Leo smiled right back. "I'd like to see you try."

Karai's eyes narrowed, but not in anger. The hope of a new challenge danced in her eyes. "Just wait then." She shoved her head forward, their foreheads meeting. Her eyes stared deep into his from the close proximity. "The next time we meet and fight, you're going over the edge."

Leo recognized that tone. "I highly doubt it." He smirked. "After all, you are the daughter of the Shredder. And one coward begets another."

Karai started. She blinked a couple of times and her mouth formed an o. It was a rather low blow. Yet within seconds she realized he had not meant it that way. So she laughed.

Leo loved that laugh. It was sweet, yet not at all soft. It was so different from April's who sounded perfectly feminine. "But," His tone was suddenly serious. "You really aren't like him. You don't have to follow him. You could be good. You could be…"

Karai was almost irritated by him ruining the mood. As she heard him trail off however her spirits were again lifted. He was so awkward. So adorable. "With you." She finished with her trademark smirk. "Sorry," A flicker of uncertainty passed over her features as she hesitated. "But that's not me. Not yet…"

Leo might have felt sullen, but her final words were enough hold him up. He barely heard it, but it made him certain there was still hope. Hope for her, for her goodness to take life, and…for them too. Was that selfish? No, not if she wanted it too?

Then something Raph told him on a regular basis after he had seen her came back to him. She's only using you. You know that right? There's no way she cares about you, in any way. She just cares about toying with you and your emotions. Raph no longer said it because it had been so long since they'd seen her. But Leo never forgot. Could it be? Was she merely using him?

Karai sensed more than saw from her closeness that Leo was suddenly burdened. "What is it?" She sat up to better see him.

Leo shook his head. Still he said it anyway. "Karai," He stared nervously up at her. "Is this just a game?" He held his breath.

Karai stared intently at him. "A game?" She repeated.

Leo sighed. He hated to spell it out. "Raph, my brother, he used to always say that I was an idiot. That you were just playing me." He bit his lip. "I…I ignored it, but now…I don't mistrust you. I just, I want to hear it from you."

Karai scowled to the side. She knew the moment she laid eyes on the red clad turtle that she wouldn't like him. "Your brother's an idiot." She growled.

"Hey." Leo's brows knitted together.

Karai shot him a look. "He's run by emotions, no, by passion. The only thing that registered when he saw me was 'Foot Clan. Foot Clan. Foot Clan!' He's programmed to think danger. He wants to protect his family, sure, I won't condemn him for that. But he doesn't even entertain the notion that everything's not so black and white. I don't have to be evil," She hurried and added, "not pure evil."

Leo smiled despite himself at her addition onto 'not evil.' She just couldn't let him think for a second that she was good. It was yet another thing he found himself helpless toward. "I was too." He admitted. "When I first saw you, I was ready to fight." He gave her a teasing disapproving look as his next words formed, "But because you cheated I was helpless and you could have killed me. So, when you let me go, I was confused. And I was interested."

Karai chuckled. "It's not cheating." She scolded. "It's using your resources."

"Whatever." He waved her words away. "If not for you sparing me, I would be just as adamant."

Karai let out a full, loud laugh. She tossed her head back and nearly hit it on the ceiling. "No, you'd be dead." She said through laughs. She relished in his scowl as she calmed down. "But I get it."

Leo grunted in acknowledgment. "Just don't make shots at my brothers, or any of my family. Ok?" He looked hard at her.

Karai rolled her eyes. "I get it, I get it. That's why we do this. So no one gets hurt, not even them. Of course, so we don't either." She smiled mysteriously.

"Of course." He nodded. Then he went back to the real reason of this. "But please, answer me. What is this to you?"

Karai had hoped he'd forgotten. She sighed. "I don't know." For once in her life she really didn't. At first it was exciting, a new face to toy with. Then it was to mess with daddy. Now…now she actually found herself feeling connected to Leo on a deeper level than just chemical attraction. He wasn't her toy. He was a person with feelings, feelings that she cared to keep happy. "I'm not supposed to care. You aren't either. Daddy would be mad. Your family would be mad too. But I…I…"

Leo reached up, this time with much more certainty, and cupped her face in his hands. "I understand." He whispered.

Karai felt his soft breath blow against her skin. A shudder ran down her spine.

"But there are some things that can't be stopped." He pulled her face down to his and pressed him lips to hers.

His kiss was so much gentler than hers was to him. He handled her with all the care in the world. And she felt stronger than ever just how much he cared about her. So she kissed back with equal softness.

Their lips molded together. They fit just as perfectly as before. This time the spark was undeniable. It was more than just intense hormones or simple desire. It was a slowly digging connection that quite possibly stemmed from petty thoughts of rebellion, but blossomed as true emotion.

She inevitably broke the kiss when she saw he was so lost in it that he might never come back.

Her thought was further proven as he reflexively leaned forward once she pulled away, his eyes still closed. He was reaching like a child with his mouth.

Karai couldn't help but laugh softly. "You're never satisfied, are you?"

Leo sat back straight and smiled sheepishly as he finally opened his eyes. "No, I mean, I just…it's something new." He finished with a soft and meek tone.

Karai smirked, teasing but knowingly. "You get used to it." She shrugged. Her lips curled upward a little more, a devious glint shining in her eyes. "And you'll get used to it." She promised in an almost seductive voice.

Leo's eyes widened. His mind quickly jumped around to all the possibilities this opened.

"But…" She yawned. "For now, it's enough." She let her body fall sideways and her head to come to rest on his shoulder. Her eyes fell shut.

Before today Leo would have jumped a mile at this interaction, especially her being so submissive. She was allowing herself total weakness in his presence. In an instant he could slit her throat this way. She wasn't even looking. But now it only gave him a slight start.

Karai smiled to herself as she felt his body react. He was ever the same. She wiggled closer, their bodies as close as they could be in the given space. She also nuzzled her face into the crook of his neck for a more comfortable position. "Just for tonight," She whispered, opening her eyes briefly to peer at his face. "We'll rest."

Leo heard the words beneath the audible ones. We'll risk everything, even each other, by staying a little longer. Maybe an hour, maybe two. We can do it. We can do it…can't we? "Are you sure?" He couldn't help but ask as he laid an arm tentatively around her.

Karai nodded imperceptibly, only noticeable through his sense of touch. "It'll be alright. Just once." She snaked her arms up and rested her hands on each of his shoulders, gripping them only lightly. "I'm not that tired anyway."

Leo didn't believe it. For a while sure she stayed awake, merely silent. But verging on thirty minutes he felt her body go slack and become heavier against him. Soon after that he heard her soft breathing. Then inevitably he too felt the contagious effects of her sleep. It didn't help that her breathing was soothing, constant, both in sound and feeling. It pulsed against his skin like a second heartbeat.

Leo yawned. He rubbed at his eyes. But it was already too late. His eyes drifted shut and snapped open every few seconds. He shot a glance to the tiny exit. He looked back at her. He hated to disturb her. So in the end, he didn't. He leaned back against the wall and let her put him to sleep.

And for a moment, that brief moment between awareness and dreams, he had a fleeting thought. This was potentially the dumbest thing he could have ever done. Raph's voice screamed it to him, he almost swore he even saw him. You're putting our family in danger. She's going to do what she has to do. She's the Shredder's daughter for crying out loud Leo. People are going to get hurt…you're going to get hurt. Worst of all, in that fleeting moment he still didn't regret it.

He let sleep and peace overtake him as he lay there, in the arms of the most beautifully dangerous girl he'd ever met. In the arms of the enemy. No, of the first girl he'd ever loved.

So what did you think? I hope I got their characters right. They're so different from their 2k3 selves. I just want you all to enjoy it. If you did or if not, review and tell me why. I'd love to improve for the next time. So please review!