Disclaimer: I do not own the turtles, but I own my OC's Vanessa, Sam, Lily and Rachel. Even though I don't own the turtles, I'm going to be optimistic; I'm going to say I don't own them yet. See the difference?

Alright, I'll give you the run down. It's been, oh, let's just say a little under two weeks, and it's time for the frivolous, bubbly stuff to cease and desist. Now, it's time for big stuff to go down, discoveries to be made, people to be heartbroken. It's the right moment. And what a moment it will be for these guys who've had basically nothing but bliss for less than three months. Beautiful girls, karaoke, midnight runs, kisses…what more can I give them besides strife now? The only one who'll be unaffected is Vanessa, the girl already knows Raph's little secret.

I really hope you guys enjoy this chapter, and feel free to let your emotions run wild and free in your reviews, I need feedback. I want this story to make people feel.

Have fun reading! :D

PS-I do not own the phrase on Leo's mug. It's an old Japanese proverb.

PPS-"Priculosus Mens" translates to "Dangerous Minds".

AN: This chapter was last edited March 16, 2010

Leonardo frowns in his meditative state. He just can't get Rachel off his mind. Losing all focus, he stands erectly, and slaps his numb legs as he wanders into the kitchen. The smell of something mildly edible fills his nostrils as he enters, Mikey keeping vigil over whatever's in the frying pan. At the table, Raph is slumped sluggishly forward, rubbing the last of the sleep from his eyes as he dumps half of the milk into his bowl of corn pops. Don nurses a steaming cup of coffee with a Latin language book open in front of him. A regular morning.

'I don't understand why she's been so short and quiet around me,' Leo frets, pouring tea into his chipped tan mug with the phrase, 'Vision without action is a daydream. Action without vision is a nightmare,' printed on it in blue ink. In sheer desperation, Leo decides to tell his brothers his girl troubles. After his short explanation, they agree from his description that Rachel's acting very much like another Leo. Except of course she's less bossy, not so much of a perfectionist, and isn't married to ninjitsu. A little irritated at his brother's jibes, Leo asks, "Now that we've established how much you enjoy making fun of me, what do you think is wrong?"

"Maybe it's PMS," Mikey suggests, then his eyes widening he exclaims, "Or she could be pregnant!"

Leo gives him a horrified look and Raph smacks Mikey in the back of the head, wondering, "Maybe she's just not all that satisfied with Fearless and wants to let him down gently?"

"Ha ha. Very funny," Leo mutters, though his tone emphasizes that it's obviously not amusing to him. Donatello thankfully comes up with some sound advice, saying, "You won't really know what's up until you talk to her. Go to her apartment, it'll make her feel you really care if you do it in person."

"Hahahahahahaha! You just said do it," Mikey cackles, and Don groans, burying his nose in Periculosus Mens.

Rachel's lips turn down in confusion as a tentative knock sounds on the door. She didn't expect company, but not wanting to seem rude she hurries to get it, surprised when she sees a dripping wet Leo on her doorstep. A smile works its way over her face as she greets, "Hey, Leo."

"Can I come in?" he asks, brushing raindrops from his brow. Stepping back, she allows him to pass, Leo stripping off his sopping wet shoes and soaked socks immediately. Rachel grabs a dry towel from the laundry basket and lays it over the couch as Leo peels off his black jacket, his shirt clinging tightly to his body. She averts her eyes, knowing that Leo isn't fond of people eyeing him, and motions for him to sit on the covered couch. Leo takes a seat and begins in a business like tone, "I need to talk to you about something. You've been acting…unlike yourself lately."

"I-I don't know what you're talking about," Rachel stutters with her arms folded over her chest, but the way Leo looks at her shows that he's not going to believe it. She chews at her bottom lip nervously, her eyes glued to the floor even as he murmurs softly, "Come on, Rachel. Tell me what's wrong."

Convinced by the earnestness of his request, she replies, "I haven't been like I usually am because…you seem a little bit guarded and serious around me, and I don't know if you…like me…"

'Like you?! I love you!' Leo feels the need to shout, but he pushes it down, answering softly, "I like you, Rachel. I like you a lot."

"Then why do you seem like you're always keeping things from me? You start a sentence then change it at the last second! Why do you feel you need to hide things from me?" she demands and turns her back to him. It's all out in the open now; Leo just has to decide if he'll give Rachel the whole truth, or half of it. Releasing a sigh, Leo stands up and places his hand on Rachel shoulder, trying to catch her eye. He looks at his watch and confesses, "Because I couldn't trust; but now, I think it's a good time to tell you the truth.

'Oh God…he's either going to say that he's an escaped criminal or that he's gay and in love with the guy at the video store and wants to run away with him to Cancun to get eloped,' Rachel muses, bracing herself for the emotional blow. She's a little confused when Leo unfastens his watch, but is completely thrown for a loop when he changes into a giant turtle.

Rachel's breathing becomes panicked and Leo readies himself for an ear splitting scream, admonishing himself for not warning her. Her mouth opens and she is about to let loose a shriek when she is distracted by his familiar brown eyes, noticing for the first time that they're flecked with an interesting green tinted gold. They're secure and make her feel safe, though just a moment before she was going to screech in fright. With a trembling hand she reaches out to touch his hand, not even flinching when her fingers close around its rough, calloused skin. All she can do is offer Leo a small smile as she remarks, "I always thought you looked good in green," caressing his knuckles with her thumb.

Glad that she's not hyperventilating, Leo relaxes, yet can't shake the feeling that she's taking it much too well. Then he assumes she'll go into denial in the morning, but that's okay; he's way too tired to deal with her fainting or screaming or throwing a lamp at his head. Leading her to the couch like a small child, he asks, "Do you want to know the whole story?"

"There's more?" she asks curiously. Leo laughs quietly at her as she examines him further. His muscles are extremely toned from his vigorous training, and his gorgeous brown eyes are accentuated by the vibrant blue of his mask. She discerns the intricate patterns of his shell and can't help but reach out and trace her finger along the tiny, delicate lines, breathing, "Wow," and making him chuckle again.

After an explanation interrupted many times by questions and recaps, Rachel is ready to accept that Leo's not playing a joke on her. They let their silence hang in the air mockingly before Leo sighs and mumbles, "I guess that if you don't feel the same way about me, we could be friends, right?"

"What do you mean by that?" Rachel demands, confused until she sees the answer in his eyes. She's surprised that Leo would underestimate her and wraps her arms around his shoulders, whispering in his ear, "It makes absolutely no difference to me what you look like. You will still be Leo and nothing can change that."

This puts an elated smile on his face, and he leans in to kiss her, stopping abruptly when he says to himself, 'It's too much to handle for one night.'

Once again, Rachel reads his mind, and grinning she kisses him gently. Leo almost jolts backward, opting instead to put his hands on her waist, pushing his lips against hers a bit more forcefully. She sighs and leans back on the couch, Leo surprised and unnerved that he's on top of her for a second, until she squeezes his hand in a way that assures him that it's alright.

'I like the way she thinks,' he finds himself admitting, but he pushes that down and holds her lips only a second longer, finally letting go. Breathing raggedly, Rachel looks up at him and asks, "So, what will you tell your brothers if they ask what happened?"

"I'll tell them the truth," he replies, and Rachel narrows her eyes at him for being like all men the second they get some action. She can't maintain her harsh glare when Leo finishes, "I'll tell them we talked about the weather."

"But we've said nothing about the weather," she points out. "That would be a lie."

"It's lovely weather we're having," Leo comments, pecking her on the lips, and she giggles. "Now we have."

Donatello's knuckles pale as he clutches his shell cell in a vice grip, debating whether to call Lily. His thumb hovers deliberately over the number six speed dial, but he changes his mind, about to snap the phone shut when from behind him, Mikey asks, "Whatcha doin'?"

The sudden presence of his brother makes him jump, and Don's thumb unintentionally hits the button. It rings once, and before he can turn the phone off, a familiar voice answers.

"Hello?"

Swallowing hard, Don brings the phone to his ear, squeaking, "Hi."

"Don?" Lily asks uncertainly and he nods, answering, "Yeah," when he realizes she can't see him. There's an awkward pause until Lily ventures, "Um, did you need something, Don? Did you forget—"

"Meet me at my apartment," he blurts, about ready to hit himself for always being so stupid when he talks to Lily on the phone. 'I can handle the idiotic people who call for computer help, but I can't get out a single sentence when I'm talking to Lily! What is my problem?'

"Sorry Don, I can't. I'm looking after Grace. She's asleep, so you could come over and we could talk if you'd like," she suggests. Don considers this and says to himself, 'It's not exactly what I had in mind, but it will have to do. I can't lie anymore.'

"Sure, I'll be there in a flash," Don answers, ready to hang up and bolt out the door.

"Seriously, is there something wrong, Don?" Lily asks, worried about his strange behavior. Don doesn't feel okay, but he replies hastily, "I'm fine. Really, Lily. I'll see you there."

"Okay, bye," she manages to bid before Don snaps his phone closed. Grabbing his molecular changer from its place on his desk, he straps it on and snags a coat from the arm chair in the corner of his room. Brow furrowed in confusion, Mikey wonders aloud, "What was that about?"

Tugging his shirt sharply to straighten out the wrinkles, Don answers lightly, "Nothing. Listen Mikey, I need you to cover for me if Leo or Master Splinter ask about me while I'm at Li-…out. Okay?"

Mikey nods, encouraging, "Go get her, tiger."

Don rolls his eyes at Mikey but smiles, giving him a shoulder squeeze before he exits the lair in search of an opening to the world above in the sewer tunnels.

Lily hears the light tap on the door and hurries to answer it, seeing Donatello directly in front of her in a wet blue raincoat. Smiling sweetly, Lily says in a low voice, "Hi."

"Hey," he replies shortly, pulling off his jacket quickly on the welcome mat. Lily furrows her brow as she notices how tense he is, and can't help but ask, "Are you sure you're alright?"

"Yeah, I'm fine," he repeats, and he takes her hand, steering her toward the middle of the living room. He positions her in front of the couch, a soft landing in case she faints. Returning to the center of the room, he faces her fully and asks, "Are you ready?"

"For what?" Lily demands, her curiosity taking over.

"Just say you're ready."

"Alright, I'm ready."

"You sure?"

"Yes."

"Positive?"

"Yes."

"I mean really, if you're not ready—"

"Will you just tell me what I'm supposed to be ready for?"

"Okay," Don says, and makes to take off his watch. He stops and orders, "Don't blink," before he unfastens it and slips the molecular changer off his wrist. Lily simply stares at him with her mouth agape, unable to say a word in her state of shock. Don waits for the thud of her unconscious body hitting the floor, and is surprised when Lily moves forward, inspecting him thoroughly with her eyes. She circles him twice, then comes in closer, murmuring, "Incredible."

He assumes she's talking about him until she reaches out for the molecular altering device which he hands to her willingly. Turning it over and running her finger over the metal plating in the back, Lily asks, "Does it manipulate light particles by the use of a laser and an electromagnet to cast an illusion of sight and use sonic waves to alter how the body feels?"

Don blinks in surprise and stammers, "Y-yes. How did you know that?"

"A guess," she answers, and asks as she holds it gingerly, "Did you build this?"

"Yeah. My brothers and I needed something to get us topside without causing a lot of commotion," he replies, chuckling lightly. Lily looks up at him with her features newly brightened by a smile and she says, "I don't know why people would be scared, you look cute."

A blush colors his cheeks gently, but he still looks a little uncertain. Her smile fading, she fully understands what he's thinking.

"Donatello I'm not like them. Just because you're…not human, doesn't mean that I don't see you the same way. You will always be the guy I fell for, no matter what," she confirms, kissing his cheek softly. She didn't even think about it, she just kissed him, and this surprises Don. Any normal girl would try not to touch him after this kind of surprise. He smiles and kisses her back, this time on the lips. Lily sits down on the couch and guides him to sit right beside her, hugging him a little closer. He lets a tiny groan slip out accidentally, and Lily hastily lets go, whispering, "Shh, Grace is sleeping in her room, and the walls aren't very thick. You can hear the coffeemaker from my room, and that's with the bathroom and Grace's room between them."

"Sorry," Don murmurs, giving her another kiss. Unable to contain her curiosity, Lily finally asks, "How do you live in New York without being seen? Your apartment is on a busy street."

Looking a little sheepish, he answers, "Actually, that's not our apartment. My brothers and Master Splinter and I live in the…sewers."

"Really?" Lily asks, wondering if he's joking. Visibly embarrassed, Don nods. Smiling at him, she notes, "That's funny. I think you smell good; nothing like a sewer."

"We avoid the high traffic areas," he replies, sparing her the disgusting details. Lily stifles a laugh so as not to wake Grace, but he feels her abdomen shake against his plastron. He's glad she has a sense of humor. Don gives her another long kiss, pushing her backward onto the couch cushion, but suddenly jerks away, whispering against her lips, "She's awake," and disappears beneath the table seconds later. Lily doesn't need to be told who 'she' is, and though she's disappointed Don let go, she smiles at Grace and asks, "Why're you still up?"

"I couldn't sleep," Grace replies as she rubs at her eyes, then adds bemusedly, "and I heard voices."

"That was just the TV," Lily lies smoothly, noticing that the remote control is atop the counter seven feet away. Hoping Grace isn't awake enough to see that, she wonders aloud, "Got a lot on your mind?

"Yeah," Grace answers, taking a seat on the arm of the chair opposite Lily. Running a hand over her face, Grace begins, "There's this guy in my class…"

That's all it takes for Lily to figure out exactly what's going on, but she keeps quiet, letting Grace tell her story without interruptions. "…he's my closest guy friend, but sometimes he acts weird around me and tries to chat up other girls when I'm with him. It's almost as if he expects me to become jealous of any girl he talks to! He gets especially frosty when I talk to other guys. It's bothering me because Josh is my friend and it's awkward now."

"Mm," Lily says thoughtfully, then asks, "has he told you that he likes you?"

"He doesn't have to, it's so obvious!" Grace exclaims as she stands and throws her hands in the air, flopping forward next to her sister on the couch with her forehead on the back of it. Releasing a small chuckle, Lily advises, "Just ask him what's going on. Maybe he'll tell you and then you won't have to embarrass him by letting him know that you know."

Grace groans loudly into the brown upholstery then finally lifts her head, grumbling, "Guys are stupid," and setting her cheek on the place her head was a moment before.

"They say the exact same thing about us," Lily assures her, brushing a flyaway from Grace's eyes. The information isn't very useful, but it does make Grace laugh before she asks, "Has anything like this ever happened to you?"

"Oh yeah," Lily replies, shaking her head as she remembers grade nine. Intrigued, Grace asks, "What happened? Who was it?"

Glancing over at the table for a few seconds, Lily sighs and admits, "In ninth grade I had this friend. He was smart, funny and shared my passion for old movies. I was convinced that he liked me just as much as I liked him, so I asked him to winter formal. It turns out that I was right behind Yolanda Jameson, his very beautiful, very smart junior girlfriend."

"Aww!" Grace cries, then asks again, "Who was he? Please tell me, I promise I'll try not to laugh."

"That's reassuring," Lily mutters sarcastically, but her stronghold is broken down by those big green eyes staring right back at her. She could never master that look, but Grace has it down perfectly, and it works so well! The child could get away with murder when she was younger.

"It was…Drew Parker."

"No way!" Grace cackles and falls off of the couch in her laughing fit. Cheeks becoming hot, Lily defends, "He was cute and had a 97.5 average!"

"But h-he w…was such a…a loser!" she gasps between giggles, wiping the tears from her eyes. Lily regrets telling Grace this story, wondering if the meaning of the tale flew out of Grace's mind when she had her laughing fit. Hiccupping into submission, Grace finally says, "Thanks for talking with me. I'm gonna go to bed. 'Night."

"Goodnight Grace," Lily whispers, giving her a hug before she pads down the hall to her room, closing the door behind her. The moment the door is closed over, Lily feels a pair of hands land gently on her shoulders and cool breath on the back of her neck. In a low voice Don remarks, "You're good at that. She seems to like talking to you."

"For once," Lily adds, sighing and brushing a strand of hair from her face. Don smiles and asks, "So…who was this Drew guy? Should I worry?"

She snorts and jokes, "Only if he moves back here from Japan. He's into the gaming industry now. I guess he was a bit of a geek…but hey, look at you."

"The luckiest geek this side of the universe," Don agrees, laughing quietly. They stay like that for a few minutes until Don murmurs, "I have to go. It's getting late, and you don't want your parents walking in on me."

'That's what you get for not telling him,' Lily admonishes herself, but she replies lightly, "Right. Goodnight, Don."

He leans down and kisses her forehead softly then vanishes into the night through the window. She releases a deep sigh and rubs at her tired eyes, regretting not telling him about her parents earlier. It will be even more difficult now, especially since he revealed a huge secret to her that completely outweighs her story. Getting up tiredly, Lily turns off the lamp and wanders down to her room, changing into a warm pair of pajamas and snuggling down under her covers. She sighs and says to herself, 'I'll get no sleep tonight.'

Mikey paces the area in front of the TVs as Leo arrives home. Concerned, Leo asks, "What's up, Mike?" hoping that it's not about Mikey losing a video game. The last time that happened, Mikey was practically bawling into his shoulder. Seeming to snap out of a trance, Mikey digests the question before answering, "Sam just called and asked me if I could help her organize her CDs. Her parents aren't home, and I was…thinking about doing it."

Eyes expanding and a sickening feeling washing over him, Leo cries, "Are you crazy, Mikey?! Do you know what could happen if she gets pregnant and the baby comes out part turtle?"

Entirely confused, Mikey raises an eye ridge at his visibly shaken brother. He has no clue what Leo's talking about until he reviews the last part of his sentence. Quick to put his brother's already high strung nerves at rest, Mikey replies, "I didn't mean that "it". I meant telling her I'm a gigantic mutated reptilian ninja. And you say I'm sick minded…"

Falling backward onto the couch in relief, Leo regains his composure and says, "It's up to you Mikey, but it might be a good idea to tell her now rather than later."

Mikey stops his frenzied pacing to stare at his brother, gob smacked that Leo agrees with his idea. He has to wonder what Rachel's done to his brother. He must have got something tonight. Strapping on his molecular changer decidedly, Mikey says, "Thanks, Leo," and gives his big brother a hug. Leo pats Mikey's shell awkwardly and replies, "Don't mention it, Mike."

With that Mikey leaps the small set of stairs closest to them and heads off to the surface to see Sam. Leo can't help but smile a little and heads off to make tea.

The strange pattern of knocks on her door rouses Sam from her seat at the island in the kitchen of her family apartment. She knows it's Mikey and pauses to fluff her hair at the mirror beside the open closet before she opens the door.

"Hey, babe."

"Hi sunshinedust!" Mikey frowns slightly as Sam grins and he mumbles, "Don't call me that," flicking her playfully. She nudges him back as he passes her then closes the door. Rubbing his hands together excitedly, he exclaims, "Let's get crackin'!"

His jaw drops at the sight of the innumerable boxes containing CDs covering the floor.

"This. Is. Awesome!" he shouts, rushing to the closest box to search its contents. As he pulls them out, he names off the different artists: "Vanessa Carlton, The Beatles, Nirvana, ACDC, Jully Black, Finger Eleven, Alanis Morisette, The Rolling Stones, Evanescence, Great Big Sea, The Killers, Taylor Swift, Barenaked Ladies, Maroon5, Wicked Soundtrack—what don't you listen to?"

With a little smile on her face, Sam replies, "Really twangy country that doesn't deserve to be recorded. Now, let's get started!"

An hour of grueling work later, an entire wall of the living room is obscured by hundreds of alphabetically ordered CDs and Mikey. Exhaustedly leaning against the racks, Mikey groans and whines, "Why did I have to do all the heavy lifting?"

"What else are your muscles good for besides turning me on?" Sam counters, smirking at him smugly. His body heat rises and he can feel the color forming on his cheeks, a burning feeling gripping his lungs when he remembers the real reason he came here. Before he loses his nerve, Mikey says seriously, "Sam, I have to tell you something really important."

She sits up a little straighter, realizing that what Mikey has to say is truly important, and gives him a nod of encouragement. Closing his eyes, he insists, "You're not going to believe this…" but can't find any other words that make sense. Sparing her a confusing attempt at an explanation, Mikey instead takes off his watch, letting his choice of action run its course. He waits for her to scream and opens his eyes when he hears nothing. Sam stares at him and shrinks into the couch cushions. He reaches out to her yet retracts his hand when she makes no move to come closer.

"Look Sam, I really wanted to tell you but I worried about how you would react," he confesses and goes on to tell his story. "Please, say something," he pleads softly after his five minute life story. All that meets his ears is silence, and Mikey looks away from Sam only to have his eyes forced back to the sound of a steely voice so unlike her own ordering, "Get out, Michelangelo."

The words stab him in the chest, the pain spreading to every other part of his body. His mouth opens to say something, but glaring at him she repeats coldly, "Michelangelo, I said get out, and you will not disobey me. You lied to me."

Regaining his ability to speak, Mikey defends himself, "I would have told you earlier, but I thought you would see me differently if I told you—"

"Do you think that's why I'm angry?! Because I'm shallow?" she demands harshly, eyes blazing like icy turquoise flames. Guilty and hurt, he has to look away from her unkind eyes. Drawing in a shaky breath, Sam says once again in a weaker voice, "Leave."

Face fallen, Mikey stands stiffly from the couch and opens the window, clambering down to the fire escape platform. He leaps to a lamp post, then the rooftop across the street with his molecular changer tucked in his belt, almost as if to show he's proud of who he is. The heavy rain has left a thick layer of water over the neon lit city, but Mikey could care less if it was cloudless, snowing, or raining fire. Sam watches out the speckled window as his warped figure disappears against the city backdrop, her teeth clamped shut on her bottom lip.

Mikey raises heads as he reenters the lair with an unreadable expression. Surprised that he's not animated considering he was just with Sam, Leo asks casually, "How did Sam take it?" The loud sound of a door slamming and a lock clicking answers Leo's question.

"That well, huh?" Raph calls to Mikey, and Don shoots him a glare that would give Leo a run for his money. Moving quietly to Mikey's door, he taps on it and calls gently, "Mikey?"

No answer. Don can't help but hear stifled sobs from behind the closed door as he turns to leave his brother alone.

Wow. Firstly, sorry for the super late update, I'm suffering from severe procrastination. It's fatal.

Nextly, about the chapter: Whoa. They finally got the truth off their chests, and now life is all kittens and rainbows!!! Ahhhhh...no. Leo's fine, even got some action, but Lily's conflicted and poor Mikey got booted out of Sam's house! Unbelievable! I was pretty surprised with myself when this story took such a turn; it's been fairly light until now. Keep reading to see what happens! Oh, the drama!

Thanks for reading, please review! It makes me feel all fuzzy inside! :D