Author's Note: Hello! This was written for the TMNT Valentine's Day FanArt/Fanfic trade over at DeviantArt. Check it out if you get a chance! Some great artists and authors from the fandom. Anyway, this was written for mormonbookworm at DevArt who requested a fic with Leo and Don in a non romance, brotherly love type setting. She also indicated she'd love to have them discussing their girlfriends. Well, what started off as a simple, light hearted fanfic turned into a 3K monster...yeah, I don't get it either. Anyway, I hope you enjoy and this is my first published work in the fandom. Hope it sounds okay!

Disclaimer: I do not Teenage Mutant Ninja Turtles in any of their various forms (comic, cartoon, movie, etc) and am not making any money off of this.

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2:34am blinked blearily at Donatello from the LED display of the digital alarm clock he kept close to his computer desk, as he glanced up, slightly annoyed. He didn't think it was possible to be irritated by a time, but there you have it—especially when the blinking time was doing nothing but reminding him of what he'd failed to accomplish this evening.

He sighed loudly, pushing back from the computer desk, swiveling away from it in his chair and rubbed his eyes with his fingers. The new alarm system update was proving to be more than just a nuisance and Donatello didn't think he was any closer to solving the problem then had been when he'd started working on it over seven hours ago. Normal people would probably sleep on it when they had a problem, in the hopes that over the course of the night the solution would come to them in a dream and, upon waking, they'd have the answer and be able to look at the problem with fresh eyes and a clean, awake mind.

Donatello, however, was not one of those people. Insomnia haunted him at every turn and this update was only going to bug him if he even attempted to sleep. Yawning, he picked up the ever-present coffee mug from his desk and went to take a swig of the good stuff…only to find there was nothing there.

"Great…just fabulous," he muttered to himself in the darkness. He strained his eyes looking into the cup to confirm the suspicions that, yes; there was no more coffee. Groaning, he lifted himself up from his chair and began the long, arduous journey to the kitchen to make a fresh pot. This was most definitely going to be an all-nighter.

Donatello stepped stealthily through the living room, taking great pains to watch his steps. Master Splinter was a light sleeper and Donatello was not in the mood for a lecture on his nocturnal habits. However, he doubted Master Splinter would be able to hear him over the chain saw massacre that was taking place within Michelangelo's room. He winced inwardly in stepping by Mike's room and he could've sworn you could see the walls shaking. Yes, splitting up all the brothers so they could each have their own rooms had been one of the best ideas Master Splinter had ever had…

He finally made it into the kitchen and immediately moved to his treasure: the Mr. Coffee coffee machine. Moving quickly, he threw the Folgers grounds into the filter and switched the machine on. Now, only in a matter of ten minutes he'd finally have his drink of choice. Settling in for he wait, Donatello picked up an abandoned magazine on the table, leaning against the counter as he started to flip through it. Suddenly, Donatello heard a noise from the living room as the security code was punched in for the makeshift front door. Frowning, he dropped the magazine and leaned into the door way of the kitchen to see who could be making an entrance.

Donatello couldn't make out which of his brothers it was coming into the door, but going by process of elimination, he figured it had to be Raphael. Leonardo was always in bed promptly by nine p.m. to be up at his early mediation hour and Michelangelo was accounted for only by his snoring. Raphael was a night owl as well and was, of course, the most likely out of all four brothers to be out late topside. He watched the figure step through the living room and he watched it startle suddenly at seeing him peering in the kitchen door way.

"Donny, what are you-?" The figure started, but Donatello cut him off before he could finish.

"Come on, Raph, you know Master Splinter doesn't like you being out this late. Was it that Elaine woman again? I told you, she's trouble," he said, turning his back on the figure as he stepped into the kitchen. "I know you are an adult…you don't have to listen to me, as you certainly haven't listened to Leo on women. But, seriously? Someone's going to find out eventually." He stepped over the counter, still speaking. "Want a cup of coffee?" Donatello moved up into the cabinet swiftly to grab another mug.

The figure behind him stared at Donatello's back, stuttering for a moment. "Wait, is Raph still seeing Elaine? I told him!-,".

Donatello jumped a bit, as the voice was certainly NOT Raph's and almost dropped the mug to the kitchen floor, whispering loudly, "Leo? Is that you?" He wheeled around to stare at his other brother, now noting the glints of blue around his eyes and wrists. Raphael and Leonardo did always have a similar build, but Donatello still felt a bit like an idiot as he hadn't noticed the familiar shape of his brother's katanas in the darkness.

"Yes, Donny, it's me…". Leonardo groaned. "Nice to know that my talks with Raphael have been working out. I appreciate the enlightenment, really." He stepped further into the kitchen, studying Donatello's face for a moment. "What are you doing up so late? We've got training in the morning."

"Alarm system update. Which, of course, never goes smoothly," he said, adjusting his mask. The coffee machine beeped softly, indicated it was finished and Don grinned tiredly in relief and quickly filled a mug, shoving it into Leo's hands.

"Here. Drink this."

Leo took the mug, before it could drop out of his hands, staring at it. "But, Donny, I don't drink coff-,".

"You do now," Don said, pouring himself a mug full and taking a deep inhale of the black gold. "Besides, you'll need it if you want to be able to function at training tomorrow." He moved to sit at the table, pulling out a chair for himself and another one for Leo. "Also, dear leader, I'd like to hear what you're doing up so late. Since you like to check up on us like that and Raph is looking for some dirt." He grinned at his brother, taking a sip. "Give me a good reason why I shouldn't tell Raph about this."

Leonardo glared at his brother and maneuvered himself into the chair Donatello had pulled out for him. He undid his belt and rested the katanas against the table and scooted forward, resting his wrists on the table, clutching his mug of coffee. He had never been one for coffee or caffeine—too much stimulation could inhibit you in certain areas—but the smell was certainly relaxing.

Donatello watched his brother and arched an eyeridge at him as he fiddled with the mug, oddly quiet. "Anytime now, Leo. We've got all night. Convince me I shouldn't tell Raph that you were out." He lightly punched Leonardo on the shoulder to get his attention and Leo only lowered his eyes at him, annoyed.

"I know you wouldn't try to take on the Purple Dragons or the Foot by yourself—Master Splinter wouldn't be happy about it and they have been quiet the last few weeks," Donatello grinned at him jokingly.

"I—there was—I mean, there is," Leo sighed heavily, resting his head in his hands, inhaling the scent of the coffee again. "I don't know how to explain it, Donny."

Donatello's smile faded slightly and he could feel the tension in the room shift suddenly. This was more then a simple matter of Leo being out late. He normally didn't act like this—so unsure, so…was vulnerable the right word? He shook his head inwardly—no, that wasn't it, either. Leo was never normally this…open.

Donatello set his mug down on the table with a slight thud and moved to lightly put a hand on Leonardo's shoulder. He was noticeably tense and he seemed to be pondering what his next few words would be—like they could easily shatter like glass in the darkness of their home. This couldn't be what he thought, could it? No, not after what had happened with Elaine…

"Did you get into a fight with someone, Leo?" He swallowed, hesitating on his next few words. "Or…did you…is there…?"

This just didn't make sense. After all the lectures about human females—how the only one that would ever be allowed in their lives was April. Any other thought of women had to be abolished so they weren't set up for disappointment. Raphael still had his connections, of course, like Elaine and others. But, for a family, marriage? Mike had always jokingly called his pretend wife "June" when they were kids because "Leave it to Beaver" was one of the few shows they had gotten on their old television. It had been a hard day when Master Splinter had to finally explain to them that seeing and getting to know a human female like…that was just simply out of the question.

The last time Don had seen someone like this was…well, himself. After her.

"There's a school down the block," Leo said, softly, staring into his mug. "I was…I guess I was curious. Michelangelo had mentioned it was a school for urban youth to channel their energy." He laughed quietly, an odd smile coming onto his face. "I think he had seen it a few times when he had been at his birthday parties. I wanted to see what they did with some of the children, to get them off the streets, into an activity."

Don nodded knowingly. They saw so much violence with the young. The Purple Dragons were full of teens that had been searching for a family, for a place to belong only to end up dead in a blood bath for their "family."

Leo continued on, "You really should see it, Don. They don't have a lot of money, but they teach those kids. They're not all great or have the discipline, but they learn it. Weird enough, it makes them peaceful. Teaches them control and patience."

"I started sneaking up every few days, just to watch a few of the classes. It relaxed me, in some strange way. I noticed one day the one teacher there—Holly, that's her name—was trying to teach them a move that required some more equipment. They were improvising the best they could, but nunchakus and bos were going to be necessary later on and I could tell there was not a lot of money to go towards buying the equipment for them."

It suddenly dawned on Donatello. Master Splinter had mentioned to him passing something about missing equipment. Splinter eventually decided they had gotten lost in a few of the moves the families had gone through in recent years but he wanted some of it mostly for sentimental reasons. Their first pieces of equipment, from their earlier years when they first began training…

"You took our old equipment to them, didn't you?" Don said, watching his brother for a reaction.

Leonardo nodded, looking up and finally making eye contact with his brother. "I know I should have asked Master Splinter first, but I wasn't thinking clearly. Holly-,".

"What about Holly?" Don questioned lightly.

Leo fidgeted for a moment, swallowing. "You should see her, Donny. She's poetry in motion. I don't know who trained her, but she's…well, she's beautiful. She's twenty, like us. She loves those kids. She's had a hard life—harder then even us. But, she cleaned herself up and got off the streets and joined this program to help kids like her-,".

Donatello interrupted Leo, "You sound like you know her, Leo. Like you've talked to her."

Softly, Leo answered, "I…have."

Don let go of Leo's shoulder in shock. This was the brother who had lectured so many times about human females, how to avoid him, not to speak to them. Use April for any information we need, no casual visits…

"I took the equipment one night, after everyone was asleep," Leo said, watching Don's face for a reaction. "I was just going to get in and get out, drop it off and leave. I came in through the skylight in the building." He paused, moving to clutch his coffee again. "I didn't think anyone was around. It was quiet and it was late. I decided they could find the equipment in the morning and they would brush it off as a good Samaritan deed."

Leo laughed softly, breaking the quiet and tension for a moment. "Out of nowhere, I see hair flying and yelling and something punches me in the face, calling me a burglar and how she's going to call the police…it was Holly, Don."

He blinked at Leo, slightly flabbergasted. "You, the great Leo, our mighty leader, got caught…by a girl?"

Leo glared at him playfully for a moment. "Woman. I was caught by a woman…we struggled for a few moments and I finally overpowered her and put a hand over her mouth. Told her not to scream or to worry, that I meant no harm. Just that I had noticed they needed equipment. She nodded and I let her go so I could leave."

"And then?"

"Out of nowhere, she grabbed my hand, to thank me. When, of course, she realized that the hand was not a human hand…".

Don's jaw dropped. "You let her find out?"

Leo jabbed a finger up to his move to indicate quiet and sighed heavily. "Yes. Then she started screaming again…I had no choice, Don. I told her a little, just enough to satisfy her curiosity. She was in shock at first. I think she was convinced she was having a psychotic episode. But, she asked me to come back the next night…so, I did."

"We only started talking, at first. I admitted I had been watching the classes for weeks and that her technique was beautiful but she could use some more training in other areas. She indicated an interest in some additional training. I thought, maybe, I could help her—since it wasn't possible for me to help the kids directly…We started sparring for hours at a time, with different equipment I'd bring—I would walk her home afterwards, in the dark." He paused for a moment, breathing, and thinking. "It became habit. She even started inviting me into her apartment to visit a little longer."

He clutched the mug even harder, staring down at it again, avoiding Don's glaze. "Things have been slowly changing with us, Donny. There's a tension to it, when we spar. And then she laughs a lot more. Tonight was nothing different, Don—talk , spar, walk, talk—but when we got back to her apartment and she invited me in, she…she kissed me, Don."

Donatello stared at Leo. It was the only thing he could do, really. Leo was the last person he thought could feel something like that for someone—especially a human. A human outside their small circle of friends. All the lectures about safety and trust seemed to suddenly fly out the window, leaving nothing in their wake but a whisper.

Again, Don grabbed Leo's shoulder, sensing he needed the comfort.

"What did you do, Leo?"

Leo locked eyes with Donatello again, determined to not look away this time. "I kissed her back. It just felt so natural, so…normal. She pulled back after a few minutes and we just stared at each other. She told me…God, Don, she told me she wants to be with me, that she's never felt like this before."

"And…?" Donatello waited with bated breath.

"I left. Ninja vanished, without a word." Leo stood up and started pacing. "I'm such an idiot, Don! All I could think about was how I'd messed things up for not only her but for us. I didn't want her to become this big secret from my family. I didn't want the Purple Dragons to find out about her or the Foot. And let's not even mention Raph's reaction and then there was Master Splinter…I couldn't imagine trying to tell him about her, how I'd gone against the one rule I always supported and never questioned!"

Don stood up and eyed his brother. "Leo…you just left her there, after she confessed her feelings? You just LEFT?"

Leo blinked at his brother. "What else what I supposed to do, Don! I was putting everyone else in danger!"

"No, Leo! You were only thinking about yourself! God, you're such a freaking MORON. It never even OCCURRED to you to try to talk to Master Splinter about this? God only knows what Holly thinks of herself, now. She probably thinks you hate her!"

Leo stopped pacing suddenly to glare at Don. "But, I don't! She HAS to know that! She has to know I'm doing this for her, for her safety and well being!"

"…Leo, I'm going to let you in on a little secret. I have spent a lot longer watching late night television then you and let me tell you something—women DO NOT like being protected like that, for 'their own good.' Most of the time they'll rebel against it and get angry that you even CONSIDERED them to be weak. Of course, though, it helps if you actually TALK to them about it before you take off into the night like some sort of deranged ninja."

"She'll understand, someday-!"

"No, she won't, Leo! Not unless you tell her! Not unless you talk to her and explain what life with you would be like. You—God, Leo, you never even gave her that chance."

"I didn't want her to end up like Natalie!"

Something broke in the air, then. Leo and Don stared at each other, unblinking, breathing heavily. Don was the first one to finally break way from the gaze, tears welling up in his eyes.

"I…Don, I didn't mean to—I know we agreed not to talk about it or…"

A seat. Donatello needed to sit down. He could still see her, just as he had two years ago. Red hair, horn rimmed glasses. She was beautiful…he could still remember watching her in the library at NYU, quiet, reading above her head as she studied for exams….he had helped her change that flat tire and things had snowballed from then. Master Splinter had been wary but Donatello didn't care. He was happy, she loved him…

And the Purple Dragons had found her. He'd been the one to find her, after the damage. He had been coming to her dorm room to meet her, calculus was not her strong suit and a midterm was coming up…and he and found her, all bloody and torn. Mikey had come, so had the rest of them and Don had just screamed and screamed, for days it felt like. He'd gone to her funeral, up in Connecticut, standing apart from everyone else, in disguise. Her parents had never known…how he had wanted to comfort them, to apologize for ever loving their daughter and causing them and her that pain.

Donatello understood exactly why Leo wanted to avoid this…thing with Holly at all costs. He understood only too well. He let out a small, broken sob then.

Strong arms wrapped around as he slumped into his seat and Leo held him, quietly, for an eternity it seemed like. Brother comforting brother.

Finally, after what was either several hours or several minutes, Donatello spoke.

"You…you still need to give her a chance, Leo. Because even after what happened with Natalie…I could never say I wished I hadn't loved her or been with her. And, God, I hated myself for thinking that. Because if she hadn't loved me, hadn't chosen to be with me, she'd still…" He paused, collecting her thoughts. "I know…somehow, in my heart, Natalie would have still wanted to be with me, even if she had known…together, for that short period of time, we both gave each other something that lasted a lifetime…you deserve that chance, Leo."

Leonardo let of Don finally then, and Don shifted his chair and grabbed Leo's hand, squeezing it hard.

"She probably hates me now, Don. I can't go back and try to talk to her now….the damage is done."

Don shook his head, smiling softly. "If she's anything like Natalie…she'll give you hell for a bit, but…just talk to her. Be rational. Women like that, even if they aren't always the most rational beings….".

Leo nodded, staring at their interlocked fingers. "Donny…thanks, for everything. For listening."

Don also nodded in agreement, moving to give his brother a hug. "Anytime, Leo…anytime…".

"Ahem."

Both brothers jumped in shocked and turned their heads to the doorway, to see Master Splinter in his robe, a quiet Mike and a very angry looking Raphael standing in the doorway of the kitchen.

Master Splinter walked in and studied the two, very quiet. "Leonardo, is there anything you would like to share with me and the rest of your brothers in these very early morning hours…?"

Leo looked on in shocked for a few minutes and nodded, moving away from Don to stand in his father's presence.

"Yes, Master Splinter…h-her name is…Holly."