Author's Note: Okay, I know that the last chapter was a little slow. But hang with me! Cause things will definitely be speeding up in this chapter! Please comment and tell me what you think so far! :)

Disclaimer: Still don't own the turtles, or any other villians mentioned below.

Chapter 2

Leonardo heard his t-phone begin to ring, and he pulled it up to see a screenshot of Dr. Mindstrong show up on the screen. He smiled to himself as he hit answer.

"Hey Donnie. What's up?" Leo asked into the mouthpiece.

"Nothin' much. Just wondering how far you are through patrol." Donnie's voice yawned.

"I'm not quite halfway yet. Why?" Leo asked.

"Oh, I was just wondering. And Raph said something about Master Splinter wanting to start training early tomorrow. He told me to let you know."

"Okay, I'll try not to stay out too late then." Leo replied, quickening his pace slightly.

"Sounds good. So why are you running so behind?" Donnie's electronic voice asked over the phone.

"I had to take a small detour thanks to a Purple Dragon attempted robbery, and it took a little longer than I thought it would."

Leo answered.

"I like how you emphasized 'attempted.'"

Donatello chuckled.

Leo laughed lightly at his younger brother's amusement.

"Anyway, I'm gonna head to bed. Just thought I'd call and let you know. See you in the morning Leo."

"See ya Donnie. Goodnight."

And with that Donatello hung up.

Leo slowed to a walk as he slid the

t-phone back into his belt and scanned the area around him. He really had to get back home, especially if Splinter wanted to start training early tomorrow. But that didn't mean he didn't have to do his job

thoroughly. And just because the Foot and the Kraang haven't been active for the past few weeks didn't mean they wouldn't show up now.

As if on cue, Leonardo began to hear the familiar whirring of alien technology somewhere off to his left.

It was just barely audible, but it was most definitely the Kraang.

He ran over to the edge of the building, following the faint sound as best he could and looked down into the adjacent alley.

Sure enough, three Kraang droids exited a glowing purple and pink portal. All three droids carried glass tubes containing a green, swirling, luminescent liquid, sealed on both ends with thick metal caps.

"Mutagen." Leo whispered under his breath, "That's never good."

The portal closed behind the three Kraang droids and Leo began to reach for one of his katanas, but stopped when he heard what they were saying.

"This is not the place to which Kraang was meant to be placed." One of them droned.

"Affirmative. This is not the place of meeting that was placed for the meeting of the trade for the substance known as mutagen." The second one confirmed robotically.

Someone's trading with the Kraang for mutagen? Well that's definitelynot good!

The third Kraang droid stepped into the conversation of his two comrades.

"Indeed. Kraang should not have been appointed to transport Kraang. Kraang is that which is known as an idiot."

Leo couldn't help it when he snickered at that.

"Kraang must walk to designated meeting place where that which is known as the meeting is to take place." The first one stated before turning and walking towards the alley opening, the two others trailing behind him.

Leonardo now faced a decision. Attack the Kraang droids now or follow them to this 'meeting.'

"I guess I don't have much of a choice." He breathed, "I can't let that mutagen get into the wrong hands. And whoever wants it probably won't stop just because of a slight setback."

So Leo tailed the three Kraang from the rooftops, careful to keep them in his sight at all times.

Looking at the bright side, since this was a less 'fortunate' part of town no one was really out on the streets to pay attention to three aliens taking a stroll on the sidewalk, or their mutant stalker.

They hadn't traveled far, only about four blocks or so, when the trio of multidimensional aliens entered an old abandoned warehouse that loomed haggardly in the shadows of the night.

Sun-washed graffiti covered the otherwise grey brick exterior, and an assortment of litter cluttered around the neglected building.

Leonardo hurried onto the roof of a nearby apartment building. Stopping at the edge, he backed up for a running start. Sprinting at full speed he leapt across the alley separating the warehouse from the apartments, and landed with a soft grunt on the cold roof.

He broke into a roll upon impact and quickly got back to his feet.

Alright, now how do I get in?

Leo looked around for a broken skylight, any possible way to get inside.

"Of course there wouldn't be.." He sighed,

as he hurried over to the edge of the warehouse, and grinned as he leapt into a rusty old fire escape that hung loosely to the side of the building. Climbing down the steps he finally reached an old window that was already broken.

Leonardo slipped inside, silently landing on the cool cement of some kind of upper deck.

Creeping to the edge of the balcony, he looked down over the rusted metal guardrails at the lower floor of the warehouse.

It was just like every other abandoned warehouse in the city. Wide open space cluttered with the forgotten crates and supplies stacked randomly around the building. Most all of the few windows available, were broken, letting the cool breeze from outside flow through the the otherwise stale air. Huge metal beams supported the upper deck that ran along the interior wall of the warehouse, standing up like stubborn pillars against the age, and weight, of the building.

If Leonardo looked up, he would see large wooden planks crisscrossing above his head, most of them were rotted out and had fallen apart already, leaving gaps and holes in the otherwise solid ceiling.

If that was all that there was to see Leo wouldn't have been so worried.

But of course it couldn't ever be easy in their lives.

Right smack dab in the middle of the building's lower floor was a giant tank, filled to the brim with mutagen.

The glass container was covered with some sort of alien metal, and there were pipes and tubes connected to it. Cylinders and steel barrels, of some kind, sat next to the large vat of mutagen. Worn and rusted over labels that read 'chemicals' were plastered on the side.

Kraang droids were scattered all over the lower floor, each and every one armed with a laser gun in his hands. Leonardo counted about thirty in all.

It took a second for him to catch sight of the three Kraang that he had followed. They were depositing their canisters of mutagen into the larger tank by a hatch that looked like it was specifically for retrieving and adding small cylinders of the mutant making liquid.

"That's a lot of mutagen" Leo breathed.

Whatever the Kraang had planned for all that mutagen, couldn't be allowed to happen.

But that was a bit more firepower than he was comfortable with, at least, if he was going in alone.

Maybe I should call one of the guys. He thought uncertainly, Better safe than sorry right?

As carefully as he could, so as not to draw attention, Leo pulled his t-phone out from his belt, and dialed Donnie's number in.

He listened to the green cell phone ring as he held it to his ear. It felt like it had been ringing for hours when finally Donnie's voice could be heard over the receiver.

'You've reached Donatello. If I'm not answering I'm probably working on something very delicate. Please leave a message and please don't call again. It's rather distracting. Thanks!'

Leo hung up. There was no point in leaving a message. Donnie wouldn't get it till tomorrow anyway, and by then Leo would be back home, this whole ordeal with the Kraang taken care of.

He put the t-phone back in his belt with a sigh.

Oh well. It's just the Kraang. Taking them down will be like a taking a stroll in Central Park.

He never thought he couldn't do it. It's only thirty Kraang droids right? He just wasn't comfortable going in without backup.

Leonardo scanned the building as he tip toed along the upper deck, careful to keep his steps as silent as possible.

The Kraang in the alley had said something about this being a meeting place for a trade. That meant someone was coming soon. And Leo would much rather face an unknown enemy without worrying about thirty more Kraang droids shooting at him.

If he could finish up the Kraang before the mysterious tradesman got there, then Leonardo could stake out the building and see what he was up against. And figure out who this mutagen 'buyer' was.

Unfortunately, this would take a good long while. Especially if he was going to have to do it by himself.

"So much for getting back home

on time." He muttered, standing to his full height.

Reaching back with his right hand, he slid it around the familiar leather grip of his katana, and silently slipped the blade from its sheath in a smooth silver arc.

He was just about to attack when he caught sight of some movement near the back right wall.

Leonardo tried to get a better look at who, or what, it was, but his line of sight was blocked by the tank of mutagen.

Finally, the person stepped out into his view, and Leo was surprised to see the familiar feminine form of Karai.

She was dressed in her classic ninja gear. Her upper torso was plated with her signature, light weight, steel, along with the guards and blades on her forearms, which glinted maliciously in the dim warehouse light.

But she hadn't come alone.

Leonardo spotted an escort of at least a dozen footbots, surrounding and following her lead.

Well, what are a few more robots gonna do? He thought convincingly.

Leo grinned to himself as he watched Karai stride confidently up to a Kraang droid with her classic 'I can whip you, don't forget it' attitude that she usually had. The Kraang acknowledged her approach and began to engage in some kind of conversation. Karai stopped and put her right hand on the hilt of her tanto blade, which was sheathed to her lower back.

She responded to the Kraang droid, but Leonardo was too far away to hear what they were saying.

Stop smiling! He scolded himself,

If the Foot and the Kraang have forged an alliance with each other again who knows what could happen!

Whatever exchange or agreement that was being made that night, had to be stopped.

Well, here goes nothing! Leo thought, as he leapt over the guard rails and dropped down on an unsuspecting Kraang droid, disabling it quickly.

The next Kraang droid closest to him took the liberty to open fire.

Leonardo was just able to duck down before one of the lasers hit his head. He used his Katana blade to deflect the other shots fired before slicing the droid in two.

"Leo?!" A feminine voice cried out in surprise.

Leo looked up at Karai and gave her a winning smile.

"You sound surprised, did you miss me?" He asked, still smiling.

"Ha." She scoffed before she was interrupted by the Kraang in front of her.

"It is the turtle known as Leonardo. He is interfering with the thing that cannot be interfered. Kraang must annihilate any interferences for Kraang."

Leo's smile slowly disappeared.

Do these guys ever listen to themselves? Leo thought, Why can't they just say 'get him!' like anyone else would?

"Kraang! Destroy the one known as Leonardo for Kraang!"

As soon as the command had been given, every Kraang in the building opened fire with only one target in mind. Leonardo.

At first it was difficult dodging all of the searing hot lasers, but since the Kraang didn't even bother to deviate from their positions, it didn't take long for him to gain the upper hand.

Charging at another Kraang droid to his left, he ducked underneath the laser it shot at him and swept its feet out from underneath it in one clean motion. He kicked the gun away from its grasp before cutting some very important wires on its back. The Kraang droid went limp, and Leonardo couldn't help smiling inwardly. Man did he miss this! The Kraang just went down so easily.

"Footbots!" Karai shouted, pointing towards Leo, "Attack!"

The bots obediently obeyed, descending on Leonardo like a black cloud.

But of course it can't be that easy.

He thought, grimacing as he just barely blocked a Footbot's blade which had been coming at him full force.

Pushing the blade away from him he spun around just in time to slice another attacking Footbot in half.

Quickly reaching back with his left hand he unsheathed his second katana blade, and attacked the next black ninja, knocking it to the ground and stabbing it through the head.

"Hello, Leonardo." A voice dripping with malice and hate growled from behind him.

Leo whipped around to see a large, black furred, wolf mutant step out from behind the tank of mutagen. Rahzar.

"It's been a long time." He snarled, almost gleefully, gnashing his long white fangs.

"Oh boy." Was all Leo could breathe as he dodged another laser beam.

A Footbot attacked from his right, swinging it's sword down at his head. He ducked down just in time, swinging his katana up, slicing the Footbot in two.

The pieces of the droid had barely hit the ground with a 'clang' when another Footbot jumped in to take its place.

Leo knew he wasn't in a favorable position, and his mind raced for a plan.

Of course any plan he might come up with would be easier to execute without giant zombie dog in the background.

I can't believe I didn't see him! He hissed angrily at himself, I should've waited longer! Or called the others again! I'm so stupid!

He looked over his shoulder and back kicked a Footbot from behind, before using the momentum to spin around and stab it through the chest with a flash of sparks.

Well I can't call the others now. Not only is everyone at home asleep, but there's no way I'd be able to make a call with these guys crawling all over me. He continued to himself, disabling yet another Footbot.

And where the shell are they all coming from?! There were, at most, fifteen! It feels like I've already taken down twice that amount!

The only upside was that at least Rahzar was staying back.

For now. Leo told himself, groaning inwardly with realization as he deflected another laser bullet, He's probably waiting until the I'm all worn out from the bots.

So, to add it all up, he was in an abandoned warehouse, fighting both the Kraang and the Foot, who had, apparently, joined forces again. With Rahzar and Karai just on the outskirts waiting for him to either finish off all the robots, or become too tired to fight.

Oh. And he was alone with no possible chance of calling for backup.

Could it really get any worse? He thought frustratedly, deflecting another very sharp attack from a Footbot.

Another Kraang, who apparently had even worse aim than the others, shot at Leo, but missed and ended up hitting the breaker box just past Leonardo's one on five duel with some more Footbots.

There was an explosion of sparks, and the the lights overhead flickered sporadically until the lightbulbs burst, sending a showering spray of shattered glass in all directions.

Leonardo instinctively ducked down and covered his head with his arms, protecting his face from the glittering shards raining down on everyone. He grimaced as he felt the speeding slivers dig into the soft tissue of his arms and legs. It felt like thousands of tiny needles were being jabbed carelessly into his skin at a mile a minute.

The glass clattered noisily against the concrete and robotic bodies.

When the noise stopped Leo opened his eyes. It was pitch black in the warehouse save for what little light shone through the broken windows. There was also some flickering blue light from the sparks and strings of electricity sputtering from the breaker box.

With a zap of electricity and a puff of smoke the metal box suddenly burst into flames. Red and yellow tongues of fire spread quickly to a pile of wooden crates that were stacked haphazardly against it.

The old, dry wood made perfect tinder and the fire ate at it greedily, rapidly growing.

And it just did. Leo thought.

With all the clutter on the lower floor it didn't take long till the flames were licking up the walls, reaching for the wooden beam rafters overhead.

While he was still watching the flames spread, he heard footsteps running at him from his left and turned just in time to deflect an attack from another Footbot.

His arms and legs stung sharply from the shattered glass embedded in his skin as he moved. But there was no time to worry about pain as two more Footbots attacked, weapons swinging. He jabbed the first one in the chest with his katana, letting it fall to the ground as he kicked the second one backwards, sending it flying into the fire. Swinging around Leo dismembered the third droid as quickly as possible.

Blood began to surface where the glass had cut his skin, and Leonardo could feel his strength beginning to fade. Sixteen years of ninjitsu training could only take you so far.

He bit his lip at the needle-like pain that jabbed at his skin, and the growing heat wasn't helping, as it rolled like waves across his body.

I need to get out of here. Leo thought urgently.

He heard more footsteps rapidly approaching from behind, and the familiar swish of a blade slicing through the air. Spinning around he blocked the attack with his own blade, and was surprised to be face to face with Karai.

Her steel mask was covering the lower half of her face, so he couldn't see her full expression. But her amber eyes burned with anger.

"Do you know what you've just done?!" She shouted at him.

"Stopped you from fulfilling your evil plan?" He replied, pushing her back and swinging his katana down at her.

She blocked the strike, sliding his blade safely past her body and jabbed at him with her tanto. Leo stepped out of the way and she swung the blade back towards him. He ducked down underneath the attack and came back up with an uppercut to her gut, careful not to cut her with his katana.

She stumbled backward from the powerful strike, clutching her stomach and gasping for breath. This gave Leonardo the chance to gain the upper hand. He charged her, planning to catch the jaw with a hook and knock the kunoichi unconscious.

Karai had no time to recover efficiently from the last blow, but she had regained enough of her composure to deflect Leo's attack.

Meanwhile, the fire's rapid expansion decreased to a steady spreading, but the whole warehouse would be nothing but a pile of ashes in a few hours.

The roar of the flames filled Leonardo's ears, along with the crackling sparks and cracking wood as it burned, mingled with the sounds of metal clashing on metal. The light of the fire, reflected off of Karai's armor, and painted their steel blades a flaring orange.

Leo could see the waves of heat rise into the air and could feel the intensity of it roll across his face. The blood that had dripped from the glass cuts, had dried to his skin in clumps.

The heat was sapping his strength, and he noticed that it was becoming more difficult to breath. It was like the air was lighter than normal and he couldn't keep it in his lungs long enough to profit from it. The fire must've been using up all the oxygen in the building.

The situation was escalating rapidly. Both him and Karai needed to get out of there before they were trapped.

Karai jabbed at his shell and he stepped back.

"Karai! Stop!" He shouted above the ever increasing roar of the fire.

She either wasn't listening or didn't hear as she charged at him again. He blocked the attack and tried to talk some sense into her.

"The fire's getting worse! We need to get out of here before it's too late!" He yelled, but she didn't stop.

Why won't she stop?! He thought urgently, She's in just as much danger as I am! It doesn't make sense!

"Karai! This is insane!" Leo exclaimed, deflecting another jab to his shell.

He stumbled back from another vicious attack feeling slightly lightheaded, and his breaths felt shallower. He coughed roughly, smoke beginning to burn at the back of his throat.

The fire's using up all the oxygen. He concluded, Why won't she stop and be reasonable!?

It didn't make any sense! If they didn't get out of the warehouse soon they could both die! And she was just acting like this was another duel on the roofs of New York! Or like..

Like she's stalling me.

His mind began to race.

Did she want to keep him in the warehouse? Was this a trap?

No, if it was a trap she wouldn't still be fighting him.

Was it a diversion? Possibly. But for what?

Come on Leo! Think! He yelled at himself, avoiding a stab to the chest.

His brain flipped through strategies, plans, ideas, his mind trying to puzzle it out, trying to anticipate what Karai's plan was.

But it was a little hard to try to figure out his opponents strategy while also concentrating on not getting skewered in a building that was burning down around him.

The flames, the sparks, the excruciating heat, the black suffocating smoke-

Rahzar! His mind declared, Of course! How I could be so stupid?! He could attack at any minute and I would be caught completely off guard!

Or not if he was doing something that Karai didn't want Leo to find out about.

Leo's gaze darted in all directions for the wolf-man mutant, the heat from the fire warping his sight like an illusion, making it difficult to see clearly.

Karai swung her tanto at Leonardo, his concentration had been broken, and he wasn't quick enough to deflect the strike. The blade found its mark, sinking into the soft flesh of his upper arm and slicing it cleanly open.

Leonardo cried out from the pain that shot through his right arm, and jerked back, putting some distance between him and Karai. The pain felt like a thousand hooks all digging into his skin at the same time, and he could only imagine how bad it looked, but he kept his gaze trained on her, he didn't dare take his eyes off her now.

Though, much to his surprise, Karai didn't charge at him right away, but held back.

Hesitation possibly? Or was it concern?

Cautiously he looked away, though he was still making sure to keep her in his peripheral, and tried to assess the extent of his wound as quickly as he could.

He grimaced at the sight of it.

There was a large gash where the blade had sliced his upper arm, it hadn't reached the bone, but it was still deep enough to raise concern. The soft red muscle underneath his green skin was exposed and torn. Blood streamed from the cut in red rivulets, dripping down his arm adding to the crusted scarlet liquid that had already dried to his skin. His fingers tingled like they were about to fall asleep and he tried to tighten his grip on his katana's hilt. He grimaced with a groan as another shot of pain jolted through his arm.

"Did I catch you off guard?" Karai taunted loudly over the crackling and roaring fire.

At least she's stopped fighting. Leo told himself, Now maybe I can talk some sense into her.

"Karai! Listen to me!" He shouted, "We'll both die if we don't stop this nonsense and find a way out of here!-"

He stopped, detecting unnatural movement near the mutagen tank.

It was Rahzar. The bony, black mutant had an empty canister in his hands and it looked like he was trying to figure out how to fill it with the mutagen inside the tank.

Realization came crashing down on Leonardo like a load of bricks.

Of course! Karai's been keeping me distracted so so that Rahzar can get the mutagen without me noticing! It's so simple it's genius! He hissed as more pain crashed through his arm, And I almost fell for it! Almost.

"What's wrong? Are you scared? I expected more from you Leo!" Karai mocked.

Leo turned his gaze back to her. She must not have realized that he had seen Rahzar, and that he knew what they were doing.

I can't let them get away with that mutagen. But there's no way I'll stand a chance against the two of them with only one arm. I need a plan.

His blue eyes darted around the burning building looking for something, anything, that could be used to his advantage. They landed on the cylinders of chemicals next to the mutagen tank. And next to Rahzar.

A strategy clicked into place in his mind from there. It wasn't much of a plan, but it was all he had under the circumstances. He just had to keep Karai thinking he hadn't figured it out.

Here goes nothing.

"Listen Karai! We don't have to keep doing this! I'm already injured! And if we don't figure something out we'll both die in here! So you win! I surrender!"