Raphael growled as he watched Leonardo use a sword handle to beat against one of the walls as water filled the room. The water had reached Leo's knees and Raph could see both him and Karai visibly shivering despite the grainy black and white footage. Raph knew Fearless couldn't handle cold temperatures in the best of circumstances, and he watched now as Leo's strikes became sloppy as the cold began to slow his muscles. If something didn't change, they were either going to drown or freeze to death.

"Where the fuck are they, Donnie?"

Donnie continued to type as he spoke, "Well, I thought we should keep an eye on Foot headquarters in case any of Shredders' henchmen returned, so I sent a bunch of spy roaches in there to keep surveillance." He looked up from his screen just in time to see Raph's shell as Raph sprinted out of the lab. "Raph, wait!" he called out, but could only groan as he realized Raph wasn't going to listen. "He doesn't know about the traps, or what I'm trying to do here."

"I got him," Casey said, rushing towards the door.

"Jones," Donnie said sharply. He met Casey's eyes from the lab doorway and tossed him an earpiece. "Be careful."

"I'm always careful, Don," Casey said with a wink for both Donnie and April before he disappeared through the door.

April sighed and leaned over Donnie as his fingers flew over the keyboard once more. "You can do this, Donnie," she said. "I know you can."

Donnie appreciated her confidence, but didn't say anything in return. He did his best to double his efforts and continue to work his way through the code he'd found. He needed the one that controlled the doors in that damn building.

April redialed Leo's number and tried for the fourth time since the alarm had sounded to call him. She began pacing behind Donnie as the phone rang and rang.

"I can see that his phone isn't in the water yet," April said. "Why isn't he answering it?"

"It would work even if it was in the water," Donnie said absent-mindedly. He'd made their phones nearly indestructible. "He'd answer it if it rang. There must be something about that building preventing service."

He glanced over at the live feed he had of Leo and Karai. One spy roach had unfortunately gotten itself trapped in the room with them, good for them to keep an eye on their family, bad for the roach, although it had the lucky capability to sit high on one of the walls. He made a mental note to add some sort of communication system to his spy roach cameras.

He'd tried to call for help, but there was absolutely no service and Karai only shook her head at him when he looked to her for an explanation.

He couldn't stop the shivering. His feet were painfully numb. And every inch the water rose was a slow cold torture as it touched new bare skin.

And, not only had he not even made a dent in the metal door with the hilt of his katana, but the constant arm movements weren't remotely keeping him warm. He glanced over at Karai and watched her shiver as well.

"G-get on my sh-shell."

"What?" she said, jerking her head in his direction. "I'm w-warm-blooded at least. Y-you get on my b-back."

Leo made a disgruntled noise. "You c-can't hold my w-weight. I c-can at least k-keep you out of the w-water for a little w-while."

Karai looked to the ceiling again. They were able to stand out of the falling water's direct path, but it was coming down quickly. "It w-won't m-matter for m-much l-longer, L-leo."

"Y-yeah, w-well, I'm a t-turtle. I'm m-made for w-water," he paused as he watched the water creep towards their waists. "And I c-can hold my breath l-longer than you."

Karai's eyes flashed with fear again as she realized why that would be important. He jerked his head back towards his shell and she made her way over to him.

Raph had made a quick stop in the dojo for gear and when he returned to the main room, Casey was already geared up and waiting for him. They took off without a word, although Casey had to employ his skates in order to keep up with the sprinting turtle.

They were topside when Casey was finally able to toss Raph the earpiece and warn him about the possible booby traps. Raphael inserted the ear piece and let his eyes flip to white as he cursed Stockman for slowing them down.

"Where to, Don?"

Donnie's voice was immediate in his ear. "West stairwell. Second floor."

Raphael moved quickly, only partially noting that Casey was sticking behind him and walking only where he had first stepped. They made it to the second floor without incident, although the metal balls of doom zoomed towards them as soon as they stepped into the hallway.

"I'm on it, Raph," Casey said, pulling a hockey stick and shouting out a goongala that even Donnie could hear through Raph's ear piece device as he began whacking the flying weapons away from the two of them.

"Donnie?" Raph asked and no further words were needed as Donnie understood what Raph was asking.

"Go for it, Raph," Donnie replied. "They're uh, they're several feet off the ground."

They were floating. Well, Leo was floating, although how he managed to stay afloat with her kneeling on his plastron, Karai didn't know. She was mostly out of the water, but her cold wet clothes clung to her, and she was still violently shivering. They were still steadily rising towards the ceiling, and when they reached it, not even Leonardo was going to be able to save her.

"S-stay aw-wake, L-leo," Karai said. The crown of her head bumped against the ceiling and she ducked down. She'd said his name every few moments and up until now, his eyes would snap open when she spoke. This time they didn't. He'd stopped talking almost ten minutes ago and he'd stopped shivering except for a violent shudder every few moments. Karai was pretty sure the lack of shivering was pretty bad news at this point.

"L-leo," she called out louder than before. "R-raph would k-kick your ass if he was h-here and saw you g-going to sleep."

Raph, Leo thought to himself, Sorry Raph.

He'd thought about slowing his system down to protect himself from hypothermia, but if he did that, he'd also lose his balance, which meant he could tip off his shell, which would not only dump Karai into the water, but drown himself.

He tried to focus, but Karai's voice was beginning to get further and further away. So he went back to the last time he'd been cold, out at the farmhouse, and let himself drift into the memory of Raph wrapped around him, keeping him warm with heated limbs and face nuzzles.

"D-did you h-hear that?" Karai asked, although she still got no response from Leo. "It s-sounded like that s-stupid w-word C-casey says."

She didn't want to tip them over, but chanced shifting her weight forward so she could hit the heel of her hand against the side of Leo's face. Still no reaction.

"C-come on guys," she whispered and stared at the door again. She'd seen the turtles save each other over and over again through the years. They'd even stepped in and saved her. And as self-sufficient as she liked to be, she knew she'd come to rely on them. She hoped she wasn't imagining noises on the other side of that door. She hoped they were here to save them. She couldn't bear it if it Leo was taken away from them while doing something to help her.

She strained her ears over the noise of the falling water. She was certain now that she could hear yelling on the other side of the door. And – and it looked like there was something bright orange visible through the dark water near the bottom of the door.

The bright orange color only grew and in the next moment, Karai swore the water level was beginning to fall.

"F-fire," Karai said as she finally realized what she was looking at. The door was being melted from the other side, creating a hole. "F-fire, Leo. Y-you know w-what that means, right? W-who's here?"

She dipped a finger into the water when she still got no reaction from Leo. It was still freezing, unfortunately. Fire or not, there was too much water to have raised the temperature for them.

The hole grew and the water level began to fall more quickly. Then she gasped as the door itself finally flew up. With the bottom mangled by Raph's blow torch, it didn't go all the way back into the ceiling, but it didn't matter. It was open. The two of them flew out of the room as the water poured through the opening, and Karai did her best not to whimper as her entire body was submerged in the freezing water as the sudden movement caused her to slip off Leo's plastron.

A moment later she and Leo were left on the floor of the hallway and she lay sputtering out the freezing water for only a moment before she sat up and turned to where Leo had landed.

While Raph's torch blowers had been making an impressive hole, and he'd cursed the moment the freezing cold water had wrapped itself around his ankles once it had begun to escape, it was at least manageable in a way that allowed him to stay right by the door. But when Donnie had finally managed to get the door up, both he and Casey had had to jump back as the giant wave of water came crashing out.

He cursed again as he watched Leo and Karai fly out the room and land roughly on the ground. He hadn't been able to catch them, but he was kneeling in the cold water in the next instant, pulling Leo into his lap, leaving Casey to check on Karai.

"Raph?" Donnie asked through the ear piece. The roach was in the same spot, giving him a view now of just an empty room.

Raph ignored him as he shook Leo while calling his name a few times. He pressed his face to Leo's and had a short moment of relief when he felt Leo's breath against his cheek.

"Donnie," Raph finally answered, his voice suddenly rough and desperate. Somehow Raph had been better while he'd been melting the door away. He'd managed to hold himself together while working, even though Leo had been in danger. But now, staring down at Leo, his voice cracked as he began speaking to Donnie again. "He's breathin, but he's ice cold. His color's off. And he's not fuckin awake."

"Get up. Move out of there carefully," Donnie said, trying to gently remind Raph of the possibility of future traps, "and bring them home. We'll be ready."