The cold was making it hard to sleep-although it was only autumn and nowhere close to winter yet, when it'd be at it's coldest. There was that familiar nip in the air. Winter was coming, although it was still in the distance. It was only fall now, but the temperature change was still very obvious.

The lair was a little colder than on the surface. It was darker and deeper, with sewer water zig-zagging through tunnels like a maze. However, it wasn't quite cold enough that everyone couldn't sleep in their room. In the winter that was a different story. They usually gathered around in the living room, curling up in front of the TV to attempt to keep warm. Sometimes Splinter even joined them, though the cold didn't affect them quite as badly as it did his sons.

Leo was curled up on his bed, under his covers, shuddering slightly. His mask was hung up, out of the way. He'd gotten in the habit of taking off at night, it was more comfortable that way. The fabric tended to itch and bother him if he wore it too often, so taking it off at night was his way of keeping it from doing that.

Letting out a soft groan, he rolled over onto his carapace, staring up at the ceiling of his room, stormy blue-grey eyes dark and gloomy with frustration. He hated this cold... But that wasn't really what was on his mind. He had been thinking way too much on some matters and it really was only causing him more anxiety.

He went through every possible tactic of battle with the Shredder in his head, over and over and over. But, each time he thought he might have a lead, a good idea as to how to face the armored menace- something else entered his mind and a new loop of anxiety and pondering began.

"Something else" was the Shredder's daughter, the leader of the Foot Clan, Karai. Pondering battle tactics was much easier than pondering about her. Plans and tactics came rather easy to him. He was used to them, he'd been the tactical on of the team for years. But, she was a different subject. Girls? Girls he couldn't figure out. April often confused him, but she was like family.. like a sister, except to Donnie of course. But, Karai was a different ball game. She confused him more than anything else, muddling up his thoughts and his rationality. He was often brash when it came to her, uncharacteristically. Leo had never been the brash one who charged into battle or acted upon his emotions immediately- That was Raph. But, when it came to her his mind shut down and he acted upon emotions. Not a good thing.

Letting out another soft groan, he sat up in his bed, shaking his head at himself. He needed to get out and clear his head. Maybe then he'd be able to come back and get some rest. If he didn't he'd be beat tomorrow and going through training and the regular top-side missions would be rough. But, he'd get through it anyways.

Pivoting about, he sat his feet on the floor then got up, walking silently towards the door, snatching his mask and katanas on the way. As he stepped out, slipping on his blue mask, he glanced around. Good, nobody was awake, or atleast not up and walking around.

He moved quietly across the lair floor, making sure to be quiet. The smallest sound could wake one of his brothers or worse, Master Splinter, up. Splinter would not be happy to find his son sneaking out. The boys must tell Splinter before they go to the surface, in case something were to happen. But, telling Splinter was unnecessary. He was just going out for a couple of minutes... Besides... Splinter would tell him he couldn't go anyways and Leo hated to be told no.

He slipped out undetected. Nobody even knew that he was gone.

As soon as he was far enough away from the lair to not be heard he sped up into a swift run. The movement of his muscles felt good, the chill that had seeped into his limbs was disappearing. He quickly grew less and less cold as he ran, feet hitting the ground with soft thumps. He was alone, he didn't care to be quiet.

After a few minutes he slowed, then slid a manhole cover aside, peering out to make sure that the coast was clear. It was and he lifted himself out of the manhole with a low grunt, quickly picking himself up to his feet and then bolting for cover in one of the dark allies, where he'd blend in perfectly with the shadows.

What he doesn't see was the shadow separating from the others... Moving towards him. Not until hands reached out of the dark, clasping about his mouth and dragging him backwards did he realize that he wasn't alone. He let out a muffled cry of alarm, immediately starting to thrash, reaching for one of his katanas, but only succeeding to smack at the person who held him captive.

A laugh broke the struggle and he froze, surprise flashing across his features. Damn her.

Karai let out another peal of laughter, letting him go and stepping back as he lashed out at her, as she knew he would, even though it was pretty obvious that he had no intent of actually hitting her, due to the length by which he missed her. He was angry and she found it funny. She'd really scared and shaken him, she could tell. He was glaring daggers at her now, those stormy blue-grey eyes full of anger and humiliation.

With a soft huff of irritation the blue-clad turtle looked away from her, arms crossed tightly across his plastron with irritation. How in the world had she found him here, and what kind of greeting was that!? He'd thought he was goner for a moment there. He'd thought... he'd hoped that after that moment they'd shared not long ago upon the rooftop that she would be a little easier to cooperate with, but he was wrong. All of the affection and emotion she'd shown then was gone now. She was back to normal and he knew that she'd never mention her break-down to him again.

"Why so angry Leonardo?" she chided, only receiving a glare in response. "Oh, come on." she let out a soft snort as she stepped towards him again. "You know that was funny." she whisked about her blade in slightly threatening, slightly teasing way. When he didn't respond once again mischief flashed in her gaze. Mischief with Karai was never a good thing.

She strode towards him. He didn't turn his head to look at her, but his blue-grey eyes shifted towards her with suspicion. "Oh, come on." she repeated herself, not standing before him. "You can't stay mad at me for very long, Leo." she purred, poking him in the plastron tentatively. When he still said nothing she smirked, trailing her finger along the ridges in his shell, eyebrows raised. His face was rapidly turning read and his glare wasn't quite as sharp now, more confused.

"What are you doing?" he said frankly, unsure about the sudden close contact and her behavior. There was still that edge in his voice. Karai let out a small little giggle, leaning closer to him. His eyes narrowed at her, the blush becoming much more furious than it already was as he pulled his head away from her as she grew near. She let out a soft laugh, leaning in even closer until she was leaning into him. He continued leaning away from her uneasily,but he didn't step away, emotions and instincts conflicting.

She took advantage of his confusion, lifting her head, her lips brushing against his softly. She felt him go rigid almost immediately, those stormy eyes of his flying wide with shock and surprise. But, she quickly became surprised. He leaned into her kiss as soon as he got over his shock. Now she was the one thrown of guard her whole purpose in this was just to alarm him, but it seemed to have had the reverse effect.

Her own emotions became conflicted and twisted. Why? She didn't break away, but she almost wanted to. Emotions and instincts waged a war inside her, one that she couldn't possible win, not with him here. He didn't seem to pick up on the fact that she'd only been messing with him- if he had he obviously didn't care.

He reached a hand out to her, three-fingered hand resting upon her shoulder. She almost flinched at the contact, but she couldn't find herself able to break away. Anyone else yes. Well, anyone else and she'd be kicking the crap out of them. But this was Leo. He'd been there when she needed him, he'd comforted her when she cried. But, he was her enemy... Why did it have to be this way? Why couldn't the war just end.. Why couldn't they just have a chance? But, what was she talking about? It wasn't going to end. Blood would be spilled, people would die... and there was nothing she could do about it.

She broke the kiss now, one arm pushing out against him, pushing him away harshly with enough force to make him stumble backwards. She immediately regretted it as hurt flared in his gaze and he looked at her with complete confusion. But, she almost couldn't stop the tumble of words that spilled out. "You're so lame it's adorable." she said, voice coated with venom. She had looked away now, now wanting to see the pain that was sure to be in his gaze.

"But, I..." he trailed off, voice tainted with pain and confusion. She just let out a huff. "I was just messing with you." she said frankly. "But, you obviously took it way too seriously." she glanced at him out of the corner of her eye and immediately regretted it. He was staring at her, utter turmoil in his expression. The emotions in his gaze were so strong they caught her off guard. Did he care that much about her? How could he? All she would do was hurt him, she was doing it now

"Bye, Leo." she said, then turned, bolting off into the darkness, leaving Leo behind, more confused and hurt now than he ever had been before.