Karai woke up first turning to look at her lover's peaceful sleeping face. A smile crept across her jade green face as she gently placed a kiss on Leo's beak. She carefully pried herself away and started to dress. As she tied on her mask she went to look at the lake. The water was a beautiful clear blue and the waves danced with the first light of morning. A branch snapped and she quickly turned her head fearing that some unknowing human had unwittingly stumbled upon the two turtle's nook. It would have been better if it was an unknowing human because instead it was Genku that stepped out from behind the tree.

"No, Genku wait-" Karai started with fearful eyes.

"I am sorry Mistress."

"Please just give me some more time!" pleaded the black masked turtle knowing it was futile.

"The warning I gave you last time was more then even I could have afforded you. I am truly sorry Karai but you have run out of time," with that the elite foot ninja motioned and suddenly many of them appeared. Leo woke sensing the impending danger. Before he could even get his bearing the foot descended upon him and immobilized him, never giving him a chance to remember that he was naked and in Central park.

"Karai!?" called out the confused turtle. He frantically looked around for her fearing the foot had taken her as well. Little did he know Karai was off at a distance watching as they tackled him back to the ground. She couldn't bear to watch anymore when he had cried out her name. His desperate voice was already a searing blade into her heart and she could not watch as her lover was forced on his plastron and arms and legs tied backwards in hogstyle fashion. Genku laid a gentle hand on her shoulder then walked over to give orders to the foot whom now captured the leader of the turtles.

After they had placed Leonardo in a waiting van Karai walked over to, where only hours ago, they had confessed their love for each other. With a haunted look, she turned and followed the rest of her clan.


Once back at the NYC headquarters, she slipped into her regular attire, relieved to be out of her ragged clothes. She had worn her traveling garment for several months on end. The seams were tattered and she was tired of sewing up the numerous holes that kept appearing. She heard a gentle tapping at her bedroom door. A low level foot ninja walked in and bowed, "Mistress Karai, Master Shredder will see you now." She nodded her acknowledgement as he bowed and left her room.

She looked at herself in the mirror. She looked older, more tired then when she first left. She could see the wrinkles forming around her eyes. She almost couldn't recognize herself in the mirror, like looking at a completely different person. She let out a long sigh, tied on her black mask, and headed out the door. "Well, here we go."

"Looks like the Master's favorite pet finally decided to come back."

Even without looking she knew that voice. She turned around and faced one of the Elite ninjas leaning against the wall. "Iizuka, it's good to see you again. I hope everything is well with you."

Iizuka smirked, "Just dandy. How's your head. I hope I didn't kick you into that wall too hard. Just making sure it was believable."

She had almost forgotten that night on the rooftop. The plan was to fake her unconscious state not for him to kick her hard enough for her to actually lose consciousness. She smirked back, "I hope you enjoyed that kick. It is the only one I will let you have."

Iizuka snorted, "I can be patient, Karai. One of these days he'll realize the freak that you are and I will able to take my rightful place." He pushed off the wall and walked pass Karai. She stood still, holding her ground and passively stared at him as he passed. She let out a sigh after he was out of sight. Iizuka had gotten bolder since she had last seen him. She'll have to keep a sharp eye out for him.

She had almost forgotten the uneasy balance she held in the clan. At any moment, any number of them would eagerly take her position. She had earned her spot by the Shredder's side. Her missions were always flawlessly executed and she always returned with little causality to her team. As much as she tried to ignore it, the whispers of how a freak could be second of command still crept in and it hurt.

She made her way over to Master Shredder's quarters, pushed open the tall double doors, and entered the grand hallway. The high ceilings spanned the height of two levels of a normal building. The archways dropped their pillars down into the hall dividing it into three areas. Windows placed high above showered light into middle of the hall and shadows off the pillars towards the side divisions. The room was lightly decorated, the walls bear and the floor had a large rug down the middle with the emblem of the foot on it. The grandeur of the room made one feel very small. In front of the room was a raised area with a high back chair. The chair was covered in blood red leather and stood ominously over the room. Off to the side was a maple wood table, carefully lacquered and polished to perfection as if someone was afraid of the repercussions if it ever had a blemish on it. There was a schematic on the table and two figures peering over it intently. One was Genku and the other was Oroku Saki. Both peered up as she came into the room.

"Ah! My daughter. You have returned!" replied the Oroku Saki. Genku gave her a slight bow, rolled up the schematics, and left the room.

Karai returned his bow then got down on one knee and bowed deeply to Oroku Saki, never looking up. "I have returned father and brought the leader of the turtles with me."

Oroku Saki gestured for her to rise and took a seat. "Everything is ready then?"

Karai stood up. "Yes, the turtles have been informed of his distress and will be on their way over to the designated location we spoke of."

"Excellent! My daughter you have done well as you always have. It is why I had entrusted this mission to you when my minions have failed me countless times. "

"Then why did you not have me complete this mission earlier, father?" inquired Karai.

Oroku Saki chuckled, "Your primary responsibility is to oversee the Japanese faction. I did not want to take you away from that if it wasn't necessary."

"But father, you have sent me on missions before. They were far from Japan and took several months to complete also."

He smiled, "My daughter, do you question my judgment?"

She took a mental step back, "No, father. Forgive my rashness. I just want to serve you to the fullest extent that I can."

"You have done well exceptionally well, Karai."

She nodded not completely satisfied with his response she tried with another approach.

"Father, I would like to stay here once the mission is over and assist you at your side," she asked trying to hide her trepidation.

He frowned, "Are you not content with the responsibilities I have given you?"

"No father, I feel that I would be able to best serve you if I am here. Especially if your accomplices are inadequately fulfilling your needs."

He laughed, "Karai, are you afraid that I do not see you proficient enough to handle my dealings here?"

"Is it because I remind you of your enemies?" She lowered her eyes, and when no answer came readily she felt disappointment brewing in her.

"Karai, look at me," he commanded. When she slowly and hesitantly met his gaze, he continued, "You are one of the most skilled warriors in the foot clan second to me. The responsibilities and knowledge in entrusted to you are great. Do not forget that you are still my second in command. It is the highest honor I can give to anyone here."

Karai nodded as she felt an empty hole inside her beginning to form and threaten to engulf her right then and there.

He watched her quietly for a moment then inquired. "Have you obtained the location of their lair?"

Karai paused for a second debating her response, "Yes, I am working on a map of the location with intelligence. It will be available to you shortly."

"Good." He continued without hesitation. "Now go and ensure the details of the plan are dealt with. I do not want to see them slip out of my grasp again."

She bowed respectfully from a standing position and turned to leave. The mission took longer then expected and she was relieved that he did not divulge on the issue.

"One more thing, Karai." His eyes narrowed. "This mission was prolonged past the deadline set forth. I trust that you still remember where your loyalties lie?"

She could feel the beads of sweat forming on her forehead. She feared that he had heard about the doubts she had about the turtles or worse. That someone had told him about her night with Leo. "I can assure you Master that everything is well. I am forever indebted for you kindness and my life."

Apparently satisfied with that response, the Shredder stood and turned away from her. "You are wise to remember that."

Karai let out a sigh of relief.

He raised his hand up, still turned away from her, and flicked his wrist. "You may go now."

Karai nodded and headed out the door. She closed the door and leaned against it with her head against the door. She closed her eyes and tried to calm her racing heart. After a couple of minutes, she pushed off the door and made her way to where he was being held. She needed to see him.


Leonardo woke up with a dull pain in his shoulders. Once he got his bearings he realized his arms were chained up above his head. There was a thick metal band around his waist keeping him attached to the wall. Just to be extra cautious, both his ankles were shackled too. He smirked to himself. Even without his mask, gear, and weapons they took every precaution to ensure he wouldn't try something. He was almost flattered.

He panicked. What happened to Karai? He had only hoped that she was able to get away before the foot clan jumped him. Doing a quick scan before he was hauled off he noticed that her gear weren't lying around. Maybe she was able to get to safety. Something tickled the back of his mind though. Something just wasn't right about the situation. Before he figured it out the door creaked open. Oh goody. I get a visitor.

His cell was dark with only a small beam of light coming in from a tiny window way above his head. The resulting bright light from the doorway caused him to squint. Karai, stood dressed in a more formal version of her ninja attire, stepped into the cell, and flicked on the light. The three toed dragon's foot emblem of the foot clan embossed on her chest.

Leo's jaw dropped. If it wasn't attached to his face it would have hit the floor and rolled out the door. His emotions went from surprised, denial, hurt, and settled on anger.

Karai looked at him impassively, carrying his mask in her hand. She walked over to him and knelt down. Leo glared at her, fire dancing in his once loving eyes. She ignored it and reached over to wrap his mask around his face. He continued to just stare at her, retinas trying to melt the figure in front of him. Once she tied the mask around him she leaned back and sighed.

"Your mask was the only thing I could afford to give to you." She looked at him in the eye for the first time and saw only coldness.

"Why," was the only thing the blue-masked turtle asked.

She held his gaze for a moment then slowly went to take off her gauntlets. She held her forearms in front of her. She had faded, raised, discolored skin that extended up her forearms. The worse were around her hands and wrists and slowly faded as it ascended. It was barely visible past her elbows but if someone knew what to look for, there were telltale signs of burns there too.

"My parents owned a restaurant in a bad part of Tokyo. Oroku Saki was a regular at our restaurant. He offered his clan's protection from the local thievery in exchange for the hospitality we showed his ninjas. They brought us good business. Once I was old enough I was allowed to train in his dojo. He enjoyed my presence and I was a quick learner."

She rubbed her forearms. "One night, I heard loud commotion coming from downstairs. It sounded like my parents were in an argument with someone. The voices were muffled and I couldn't really make out what they were saying. I heard my mother scream and ran downstairs to find out what had happened." She looked down at her right palm. "I burned my hand on the doorknob though I did not feel it at the time. A wave of fire that spanned the entire doorway engulfed me as I opened the door. Sometime later, I was found, I do not know when or how, with second and third degree burns spanning 80 of my body. I should have died, I would have died if it wasn't for Oroku Saki."

A small smile crept over her face as she reminisced. "He took me to one of his labs close by. His people had been doing experiments for years and had made much advancement in science and medicine. They tried a radical and highly experimental procedure. There was so much fluid loss and I had gone into multi-organ failure. In order to save my life they merged my DNA with genetically modified DNA they were experimenting with. No one knew if it would work, it has only shown promising results with animal studies, but Saki had been insisted and one was only so foolish to argue with him." She looked up at Leo. "Saki tried to save my parents also but could not find them anywhere. He even sent his clan to look for them. Their bodies were never found. My home was burnt to the ground and I was left for dead as well. They never found out who was responsible."

She waited patiently for his questions. She knew she had a lot to explain to him and hopefully make him understand why she needed to do this.

"What does that have to do with me? Why am I here?" Leo stated coolly.

Ignoring the distant tone in his voice, "once my father learned of your existence he had me study the four of you. He also had me train with this." She stated as she unsheathed her broadsword. The blade iridesed ominously in the low light. "They were designed to counter your katanas." She gazed affectionately at it then returned the broadsword back into its scabbard, clicking back in place.

"My mission was to earn your brother's trust and yours. Once the trust has been established, to kidnap the leader and create chaos and confusion amongst the remaining clan. We then lure them to a designated location. " Karai lowered her eyes. "You are to be slain in front of your brothers and then eliminate them while they are weaken from their grief."

Leo closed his eyes. "I would not expect any less from the Shredder then utter and total defeat," He stated resigned.

Karai regarded him briefly. "I remember our conversation by the lake. About destiny. I wish-I wish that things could be different but they're not. I am truly sorry that things have to be this way." Regretfully confessed Karai.

"It doesn't have to be this way." Anger bubbling inside of Leo.

Karai impassively stated, "What I told you in the park was not a complete lie. My family, my father would have wished for me to serve Saki. I'm indebted to him not only for my life but the generosity he has also shown my family. It is in their place that I repay him with my servitude."

Leo refused to look at her. Raph's words haunted him. You're too damn trusting and look where it got him. He let his guard down and got captured by the enemy while his brothers were probably running into a trap to save his foolish behind. Leo gritted through his teeth, "By serving him you have put my family and I in danger. You are still responsible for your own actions."

"I am honor bound to serve him even though I may not always agree with him," rebuked Karai.

"We opened our home to you and you deceived us. I defended you, Karai! Countless times to Raph. To my brother! I took your word over my own brother! I trusted you. I'm such a fool!"

Karai sat there brewing over his words She said the only thing she could think of, even though she knew it wasn't enough. "I'm sorry."

"Sorry!?" Leo exploded. "What exactly are you sorry about? You fulfilled your mission."

It was like a punch in the stomach. She pleaded, voice quivering, "I don't have a choice Leo! I have seen your brothers and understand the kindness that is in their hearts. If I had a choice I would not wish ill will to befall you or any of your family, including Raph. It is my duty to serve my Master regardless of how I feel."

"You always have a choice! No matter what he's done for you in the past, it doesn't give him or anyone else the right to own your life. It is yours to live." Leo argued.

Frustration pounding inside him. He could not understand why the Shredder would go to such extremes to save her life. The Shredder he knew mercilessly killed people with very little regard for life. What angered him even further was how she was so willing to look past every horrendous thing the Shredder had done so that she can keep her sense of honor.

"What kind of life is it to live a life of servitude?"

"This is the life that fate has given me. To betray him would be to dishonor my parents. He has given my family so much." She reasoned.

"Your parents would not want you living your life at the will of another, especially one with such contempt for life as the Shredder." He spatted out the last part in bitter disdain.

Karai silently considered his words, pressure building inside her chest as she felt her arms shake from the grip she didn't realize she was holding. She couldn't believe what she was hearing. She had confessed to him things she had never told anyone. How could he not see that she has no choice! Leaning forward, she placed her hands in front of her on the ground. "He saved my life, Leo! I would have died in that fire."

Karai sat back up on her ankles turning her head to one side rubbing her right hand on her left elbow. "I thought you would understand. I thought you knew duty."

Leo whipped his head to glare back at her. "It is not honorable to serve a man as evil as the Shredder!"

"You only know him as the Shredder. I know him as Oroku Saki. His intentions are good! Perhaps his methods are unconventional but he only wishes to help humanity!" Karai pleaded.

"Karai, open your eyes. He's been feeding you lies your entire life. The man has no heart. He only takes what he wants and by force if necessary. He has no value for life but his own." Leo took in a deep breath, cooling his temper, and looked at Karai. It isn't in Leo's nature to be cold and unforgiving. Perhaps he is a fool to never give up on people. Deep down inside, if Leo really thought about it, he might even find that he had some empathy for even the Shredder. He mustered whatever strength he had left in his broken heart to give Karai another chance. "Karai, please. Let us help you. You can start over. You don't have to do this anymore. You can start a new life-with me."

Karai's shoulders slung forward wishing so much that Leo's words could really come true.

"Please, Karai. I love you."

Karai's mind split and pitted itself against each other. One side wanted to free Leo and run away. She yearned so much to have the kind of bond Leo and his brothers had. Where family wasn't because she was the daughter of the master or friends were those you never turned your back to. She wanted to be part of a real family and to be with Leo whom filled her with such pure joy. The other side shouted how she could dishonor the man that gave her a second chance at life. Bend her sense of duty because of a couple ill words about her master. It whispered that she was weak and a coward.

Karai face hardened with an unreadable expression. Leo tensed sensing the change in Karai's mood. It was not the response he was hoping for.

"I am Oroku Karai, only daughter to Oroku Saki, leader of the footclan." Karai stated douly as she stood up slowly.

"No-" Leo weakly answered.

The kuonichi stood up and starred down her prisoner. "I live to serve and protect my father. My master."

"Karai-" Leo called, trying to get her to listen to reason. This isn't happening. She can't be doing this! Not after everything we've been through!

"He will defeat all those that defy him. You and your brothers will feel the fury for opposing the Shredder!"

She stood up head held high, back straight turned and walked out of the cell never looking back at Leo.

"Karai!" Leo cried out desperately as she left his cell. He slumped back into his chains utterly defeated. The immense happiness from the day before was nothing more then a distant memory. Only thing left was a searing pain in his heart. A thousand shurikens would have been less painful. She made her choice and it wasn't him.


When Karai returned to her room she locked the door and leaned with her back against it as her strength was sapped from her. Karai slid down the door burying her head in her hands. Karai had said regrettable things to Leo. What was she going to do? She was inevitably led down this fork in the road. Will she choose to obey the man that gave her a second chance at life? Or will she choose the turtle she loved more then anything? Either way she felt as if her life was ending. There was no better path for her to choose. No way of not losing someone she cared deeply for. Confused, frustrated, trapped, and unequivocally alone she let it come rushing out quietly sobbing into the empty darkness of her bedroom.