A/N: You guys are so AWESOME! Thank you so much for all the interest in this fic!


Leo stared down at the black pants and tight fitting t-shirt, and felt completely out of place. This was obviously Karai's chosen style of clothing and it felt strange on him. But he had to admit the new clothes felt better than the one's he'd borrowed from Casey. These at least fit. And they had made Karai smile when he'd tried them on, so maybe they weren't too bad. He still had no clue where they were going as he strolled down the street with Karai. Shinigamin walked on her other side, snuggled up to a young man she'd called Haru. From the way he kept eyeing both girls with trepidation, Leo suspected he was a Foot soldier rather than some stranger.

Leo's gaze drifted back to Karai, where it had been the majority of the walk so far. She was wearing something he would have sworn was a top not a dress, because of how short it was. The top layer consisted of a black see-through lacy material, while the under layer was red and hugged every luxurious curve she had. At least, he thought her shoes were somewhat practical as they were knee high boots. The entire outfit was jaw-dropping gorgeous on her.

She turned to look at him as he tugged at the collar of his gray t-shirt. "Where are we going?" He asked for at least the tenth time.

She smiled, having to admit just how much she liked this look on him. The t-shirt hugged his large pecks and biceps just right. Leo in human form was a definite eye-catcher. But she found herself longing for green hue of his turtle skin. "We're almost there." She snickered when he frowned. "Just relax, okay? We're just going to hear one of my favorite bands. They're playing at a club down here."

Leo nodded and did as she asked. "I'll try." He smiled when she slipped her hand into his.

There was quite a line already formed near the door when they arrived. But it wasn't anything a little flash of cash from Karai couldn't get them past. A few twenties and the bouncer let them right in. Leo stared around him with wonderment as Karai pulled him deeper into the throng of people. It was instinct for him to feel nervous around so many humans. But he kept reminding himself, he was human. That was a fact that was proven as many didn't even look in his direction. Though several guys were looking in Karai's, which made him tighten his grip on her hand.

By the time they reached the edge of the dance floor, Shinigami and Haru were nowhere in sight. Leo instinctively wrapped an arm around Karai's waist, his senses on high alert in such a mass of people. She leaned up to talk to him with a smile. "Isn't this great!"

He frowned. "It's kind of loud."

She chuckled. "It's a club, Leo. It's supposed to be loud." He made a face and she laughed again, grabbing his hand and dragging him onto the dance floor. When they stopped in the middle, he stared wide-eyed around them at all the teens moving in rhythm to the music. Karai seemed to sense his uncertainty. She placed his hands on her hips and wrapped her arms around his neck. "Just move with the music."

Leo felt his pulse race uncontrollably when she began to move against him. Her body was soft and warm against his as she began to wiggle it up and down. His own movements were rigid at first, but when he realized not one person was watching their exchange, he relaxed. Tentatively at first, he began to move with Karai. He was just getting used to intimate contact when the song changed and so did her position. She pressed her back into his chest, an arm still curled around his neck. He tensed as he felt a familiar response to her closeness arise. He ground his teeth, hoping desperately that she didn't notice. But that thought was squashed as she turned her head and grinned at him.

Leo felt a rush of embarrassment and indignation flow over him. She knows what she's doing to me! But that too was a lost thought as she pressed herself harder into him. He let out a sharp gasp, the room spinning a bit. Sweat formed on his brow with every song and every move, until at last the band announced a break and a softer slower music took their place.

Karai faced him fully, slipping her arms around him again. She pushed herself up on her toes to whisper in his ear. "Are you enjoying yourself, Leo?"

Sweat dripped from his chin, landing on her arm. He struggled to speak past the pounding of his heart. "Yeah." She leaned back to look at him and he was caught by the depth of her brown eyes. Without further hesitation, he dipped his head capturing her lips with his.

For a split-second Karai stiffened. Then she relaxed into him, returning the kiss with vigor. As it lingered, she felt that something was off. She knew that inside this was Leo, but in a way it felt like she was betraying him - like she was kissing a stranger, not the guy she'd been into for a while. She at last pulled away, resting her check against his chest. She had enjoyed the kiss, there was no doubt of that, but some part of her still felt like it was missing something special.

Leo shuddered softly, his hand cradling the back of her head as rested his cheek against it. Karai was certainly his other half, spontaneous where he was reserved, spirited where he was cool, willing and able to stand against him when times called for it but also willing to stand with him. She was unique and precious and her kiss had spoken all those things into his heart. Something tickled the back of his mind. A treacherous thought and yet one he fully wanted to embrace. Maybe I could…

"Leo?"

He blinked, realizing she was speaking to him. "Hmm?"

"It's getting late. Why don't you walk me home?"

He released her and she smiled up at him. He played with her forelock, a small smile of his own touching his lips. "Sure." She took his hand and they started for the door. But he paused when they neared it. "What about Shinigami?"

Karai smiled mischievously. "Shini is a big girl. She can get home on her own."

Leo nodded, though he didn't like the idea of leaving the girl behind. But Karai was already moving them onto the sidewalk. They walked in silence until they reached her home, where she retrieved his katanas for him. She pecked his cheek warmly. "Goodnight, Leo."

"Goodnight, Karai." He watched her close the door, then turned for home. Flipping open his T-phone, he noted first the time. Gosh, I didn't realize it was so late! Then he saw the dozens of missed calls and texts. He groaned softly as he lifted the manhole cover and climbed down, his body suddenly feeling heavy with exhaustion. As he made his way home, he replayed the day in his head. He'd spent most of it in the warm sunlight with Karai on his arm. It was a dream come true. One he'd never really allowed himself to dream. But this is just temporary. He stopped in the middle of the tunnel to stare at his human hands. Or is it?

He clenched his fists. What was wrong with him wanting more than being stuck in the sewers the rest of his life – always in hiding? What was wrong with him wanting what every other boy his age wanted – to be accepted, to be loved?

Almost mechanically, he trudged his way home, knowing very well what awaited him. And just as he predicted as soon as he stepped through the turnstile, he was pounced on. "Leo! Where the shell have you been!" Raph roared.

Leo's defenses automatically went up. "Out."

"Out! Out where!" Raph continued his rant.

"Just out." Leo stepped around him, headed for his bedroom.

Donnie appeared in the door to the lab, relief evident in his expression. "Leo! You're back!"

Mikey appeared from the kitchen, his blue eyes large. "We've been worried sick, bro! Why'd you ditch us?"

"I didn't ditch you, Mikey. I went out to find Baxter Stockman." Leo explained.

"So, did you?" Raph asked sharply from behind him.

"Well, uh, no. Not exactly." Leo started but stopped as Splinter entered the room.

"Leonardo, where have you been? And why did you not answer when your brothers called you?"

Leo shifted under his master's gaze. "I figured Baxter was the only one that could make that kind of tech, so I went looking for him."

"And?"

Leo fidgeted. "I kind of got sidetracked. You see, Murakami-san was being attacked and I rescued him, and then I ran into Karai and-"

"So, you did not engage the Foot?" Splinter interrupted.

"No, Sensei." Leo answered honestly.

Relief passed over the rat master's features. "Very well, go to bed." He turned away but paused. "And there will be training in the morning. If you have enough energy to run around the city all day, then you can train."

Leo half bowed. "Hai, Sensei."

When Splinter was gone, Raph jabbed a finger in Leo's face. "So, you were out with Karai all day while we were worried out of our minds!"

Leo folded his arms, glaring. "Yes, I was. What's it to you?"

"What's it-!" Raph growled and Mikey stepped between them.

"Chill, bro. Leo is safe and he came home. Everything's going to be okay now." Mikey glanced at Leo. "And I'm sure he's super sorry for not answering his phone. Right, bro?"

Leo gave a huff. "Yeah, sorry." He turned away from them. "I'm going to bed."

Donnie rushed forward. "Wait, Leo! I really need to talk to you."

Leo groaned, moving towards his door. "Not now, Donnie. I've been up all day. I just want to go to bed."

"But this is important!" Don blocked his path.

Leo sighed. "Okay, what is it?"

"Well, I've been going over all the data and it seems that if you aren't changed back to a turtle within a certain window, you won't be able to."

Leo paused at that. "Window? What window?"

Don looked a bit worried. "We only have fifty-two hours now, before the effects are permanent."

Leo frowned. "Fine, we'll go look for that laser tomorrow night, after I get some sleep." He pushed past his brother into his room, closing the door behind him. He leaned against it, feeling their eyes on it from the other side. Donnie had a right to be worried, because if he was right – and his brother usually was – then they were running out of time.

Leo ran a hand down his face, feeling the unfamiliar human lashes and nose. His hand paused when he reached his lips, remembering the kiss. He had dreamed of kissing Karai for so long and now it had happened. But something about her had felt off, like she was hesitant or uncertain. He yawned and smiled slightly. But it was still a really good kiss.

He wandered forward and dropped the pile of Casey's clothes on the floor, then pulled off the boots Karai had bought him. He was too tired to think about anything right now. He hadn't slept much the night before and it was obviously taking a toll on his human body. Rolling over onto his stomach, he tucked the pillow beneath him and was out in a matter of seconds.

Outside the room, Raph scowled at the door. "I can't believe he did that! So, he goes off galivanting with Karai and we're just supposed to be okay with that!"

Don frowned. "I'm more concerned that he didn't seem that worried about our time constraints. Normally Leo would be out here right now, making plans to invade Shredder's lair or find Stockman or something."

"Yeah, he barely seemed to care." Mikey agreed. "You don't think maybe he wants to stay human, do you?" He bit his lip, eyes shimmering. "I don't want to lose our big bro."

Raph folded his arms still frowning. Mikey's words could be true as painful as they were to hear. Each of them had dreamed at one point or another of what life might be like if they were human. He clenched his eyes shut against the idea that their brother would chose such a thing over them. "He won't do that, Mikey."

"But what if he likes it? What if he doesn't want to be a turtle anymore?" Tears pooled in Mikey's blue eyes.

Don put an arm around him. "He won't. He's just tired right now. You'll see." Donnie hoped deep down that he was right, but he couldn't begrudge his brother the desire either. It wasn't as if he hadn't wished for such a thing too. Maybe then April would actually consider a real relationship with him. He sighed. "I think we all need to get some rest too." He patted Mikey's shell, before they separated, headed for bed.


Leo grunted as he hit the dojo wall not for the first time – or second or even third – but the sixth time. He sat up rubbing his head and wondering if Raph was being extra hard on him today. He frowned at the blueish bruises already forming on his pale skin.

"What's the matter, Leo? You gonna cry?" Raph mocked from several feet away.

Leo clenched his jaw, standing with a scowl. "That's it!"

Raph smirked. "So, you're finally gettin' serious. It's about time."

Leo charged him intent on taking him down, but Raph's fist slipped under his defenses with an upper cut that sent him flying backwards again. Leo groaned, rubbing at his bloodied mouth. On the sidelines, Mikey and Don couldn't help but snicker. Raph glared at him. "That body is weak, Leo, if you haven't noticed by now. If not I can keep teachin' it to you."

Leo stood, glaring back. "Whatever. I'm out of here." He turned and stomped off.

Mikey scurried after him. "Aw, come on, Leo!" He caught up with him as he headed for the entrance. "Bro, where you're goin'!"

"Out." Leo stated flatly, nearly to the turnstile.

"But it's only two hours until dark. We gotta go find that ray-gun thingy!"

"I'll be back." Leo disappeared into the tunnel, leaving a distraught Mikey in his wake. But Leo had to get out. They'd done nothing but tease him all day about being a weak human and he was sick of it. It hadn't been his fault he'd been hit with that laser. He hadn't chosen to become human. But as he climbed out of the sewers and onto a nearby roof, he wondered if maybe he should choose just that.

He leaned on the parapet, grasping it with white knuckles. I'm just angry, because I can't hold my own with them like this. But I can do so much more like this. The memories of the previous day trailed through his mind – walking among the humans, eating at restaurants, and the feeling of true freedom. But the most powerful image was of Karai smiling at him in the sunlight, her brown eyes glowing and her ebony locks dark against her flawless skin. If he ever had a reason not want to return to being a turtle, it was her. He'd been able to spend the entire day with her, not being restricted by his appearance.

He rested his forehead against the cement wall, his heart and soul in turmoil. But my brothers… What would they think if he chose to remain human? Would they be okay? He could still be with them, but things would never be the same. He wouldn't be able to protect them like he always had, that was evident by their training session. And would they still trust him to be…well, him?

"Leo?"

He lifted his head to see Karai standing a few feet away, dressed in her usual street attire. He frowned, admonishing himself for not hearing her approach. "What are you doing up here?"

"I saw you from down the street. You know you're kind of obvious standing up here in the daytime."

He looked away. "I'm not really in the mood, Karai."

It was her turn to frown. "Your brothers giving you a hard time?" He snorted. "I'll take that as a yes." She sighed. "They're just jealous, Leo. You're getting to do things they've always wanted to do." She moved forward taking his hands and pulling him away from the edge. "There's nothing wrong with taking advantage of the situation. It's not like you can do anything about it right now anyways." She pulled him to the ladder, then turned to look up at him. She lifted his chin to meet her eyes. "Besides there is something I've wanted to do with you for a while."

She smiled coyly and Leo blushed. "Karai, I…"

She snickered. "I've been wanting to go to the movies with you. There's one I know you're just going love that's playing right now." She leaned up and pecked his slightly red cheek. "Let's go. You'll feel better afterwards, trust me."


A/N: For those waiting for an update on "What Makes a Mutant a Man", I'm nearly done with the next chapter. I'll update as soon as I can. For everyone else, keep those beautiful reviews coming!