Disclaimer: I do not own TMNT. Nick does.

A/N: This is my first attempt at a Leorai. Takes place in the 2k12 verse, sometime before Karai's mutation. The basis of the plot bunny comes from Firebird Scratches' awesome character depth and a scene in which there is a "real Leo" underneath it all. With that said, I'm going to hide now…*hides in the freezer with ICK and some cheesesicles.*

They never planned their rendezvous. Yet they always seemed to find each other, at the same time, and atop the same building. The one where they first met, beneath the heights of the towering Boboco Cola billboard (which was absolutely disgusting as declared by the never ending pit that was his younger brother, Mikey).

In the dark of the night, and bathed in the shadows so familiar to them both, the ninja and the kunoichi would meet. Neither of them could pinpoint exactly what it was that kept drawing them back, like two hapless moths to a raging inferno, burning and twisting in their very souls.

When it first began for her, he had been a challenge, a game; the son of her father's rival, and thus the perfect fuel to her rebellious spirit.

For him, she was a mystery, freedom in human form. Every movement of hers enticed him, made him feel alive.

Somewhere in the mix of it all, they found a kindred spirit in the other, each becoming more entwined in the other than either of them would ever admit. It was something they couldn't admit. If they dared to scale that wall, to break down the barrier, everything would come tumbling down; crashing too rapidly for either to control. Part of him wanted to cross that line, yearned to...and every now and again he could see the same yearning flicker in liquid golden depths of her eyes, only to be extinguished just as quickly by her sharp tongue.

Thus he was not surprised to find himself back on the rooftop, like every other time. He waited, eyes trained on the shadows, narrowed and intense. The cool breeze was slight, brushing upon his skin and teasing at his mask tails, causing them to luff upon his neck like lonely sails. He remained motionless, every sense on high alert, like an antelope on the Savannah; scanning; waiting; knowing that the lion would soon pounce.

"You're late," came her voice from the shadows, full of feigned resentment.

Despite his mindfulness, she had still caught him off guard. Without a word, he drew his katana. He controlled his breathing, making steadying breaths to hide the hammering of his heart and the sudden burst of adrenalin. But nothing got past her; she always knew.

"Aww, did I startle you?" she chuckled, making a tisking sound. "You must out of practice, for the mighty Hamato Leonardo to be caught off guard by a mere woman."

He ignored her baiting. She was definitely not a "mere woman", and he was well aware that she also knew that. She was playing with him, as she always did. Cat and mouse. Thus was their game.

"And now you're ignoring me? You wound me with your silence."

She appeared out of the depths of the darkness from under the billboard, hips swaying in her customary cocky, feminine swagger; back and forth like a sinister pendulum, counting down the minutes to his own demise.

She took her time reaching him, relishing in the effort he was taking to keep his eyes trained on her face. His muscles were tight, a thin sheen of sweat lining his brow.

"Hey there, Goodie Three-toes," she said mockingly, her mouth twisted into a playful smirk.

"Karai," he replied curtly, nodding a strained greeting.

She came up next to him, dangerously close. Leonardo maneuvered himself so he was facing her, his katanas bridging the gap between them. He gripped the hilts with a dire force, his knuckles blanching.

"Edgy tonight, aren't we?" Karai noted. "Anything I can do to help?" Her voice took a seductive turn.

Leonardo swallowed, his pupils coming to a pinpoint.

She drew her own lone tanto blade.

"I didn't come here to talk to myself all night," she frowned.

"Then why did you come here?"

"Why did you come here?" she countered. "Not that I should even be asking that, since I can read you like a book. A really boring book, that is."

She was baiting him again, a well hidden challenge woven intricately into the fabric of her words.

He quirked a brow at her, while widening his stance with one leg braced behind the other.

"Oh?"

Challenge accepted.

Her eyes flashed with a raw energy that pumped fire through Leonardo's veins. The kunoichi leapt gracefully into the air, somersaulting and landing neatly at the turtle's rear. As she raised her tanto, he twirled around with rivalling dexterity. He brought his twin katana into a "v" and blocked her sword in the dip in the middle.

"Predictable," she observed, her voice bland and businesslike.

As skilled as she was, she was aware she could not rely on sheer strength alone to defeat him. Her way to victory lay in her agility and cunning, but she wasn't going to give that away so easily. She leaned into his block, feinting an attempt to push him back. He retaliated by exerting more force, and scissoring his katana in an effort to lock in her own blade. However, in his using more upper body strength, his lower body was not as anchored as it had been before. She decided to take advantage of his shift in balance.

Karai released her tanto, rolled swiftly to the side, and round housed Leonardo's legs out from under him. It all happened so fluidly that the blue banded ninja had no time to react and instantaneously found himself with his shell against the hard concrete of the rooftop. Karai positioned herself above him, both arms to either side of his head. Out of her peripheral vision, she noted her tanto was within reach. Her right arm snaked out to grab it.

She lowered her head so that her lips were brushing the mask over one of his ear slits. "Predictable," she repeated her earlier words, this time her voice a whispered breath.

Leonardo shivered, then froze, unsure of how to react. He longed to swallow the lump which had formed in his throat, but his mouth was suddenly to dry and felt like sandpaper had taken up residence on his tongue.

"I am not that predictable," he managed to croak out in his own defense.

Karai hummed, not convinced. She moved from above him, and he suddenly found himself fighting against the sensation that he missed the warmth of her body. The human took a seat next to him, drawing her knees up. She regarded him thoughtfully, silently. The scrutiny made him feel uneasy, like ants were crawling in his shell. He sat up as well, returning Karai's thoughtful gaze.

"Hamato Leonardo," she spoke his name as if it were the name of a well known celebrity. "Leader of his clan, a protector, holding honor in the highest esteem." She paused. Her eyes began to gleam like molten gold as they grew piercing, as if trying to see through him; into him. "Predictable."

She lifted her right hand, with her tanto firmly in her grip. "Each a mask on top of a mask," she continued, as if speaking her own inner thoughts out loud. As if for added effect or perhaps to hide her own expression, she placed her own black mask on her face. "Much like my own, I suppose." Her eyes softened slightly. "Do you think you know me, Leonardo?"

He nodded mutely.

"The real me?"

He paused momentarily, unsure of how to answer.

"I'd like to think I do," he replied somberly.

She snorted, again dubious of his answer, but offered no retort. She placed her tanto blade at his left knee, right on the pad. Even though she was technically the enemy, something about the deep emotions swirling in her eyes made Leonardo trust her.

"All I know of you are the masks," she mused.

She drew the tanto slightly higher, so that it was grazing the skin above his knee pad. Their gazes locked. Leonardo felt as if the very breath had been stolen from his lungs. He had never seen such open feeling playing in the depths of her eyes before. He could feel the wall beginning to crumble, and it frightened him. But he was too entranced to move.

"Beneath the responsibility, the honor, the leadership...beneath all the masks and wraps and padding...where is the real Leo?"

The blade went higher, resting on his thigh. The muscles underneath twitched involuntarily.

"Sometimes...I think I can catch a glimpse of him, but then he is gone with a flick of the katana."

Higher…

His breath hitched in his throat. Emotions he longed to feel flooded him, threatening to break what little control he had left. His eyes flickered from the position of the tanto to Karai's face and back again. Her eyes had grown as wanting as he felt, and it chipped away at his resolve further. He had to get away from her, and soon. But did he really want to?

"What is beneath it all?" Karai murmured, as is her words meant something else entirely.

Her sword was now perilously close to….

He closed his eyes tightly and let out a shuddering breath. He had to...

He reached his hand out and gently moved her tanto and arm to the side. Then with a swiftness that rivalled her own, he pulled the mask off her face, grabbed her by the shoulders, and pulled her forward. His lips crushed upon her own with the force a hurricane. Her immediate shock was hastily replaced by her reciprocation. Leonardo had obviously never kissed anyone before, but his lack of experience was made up for by the passion he was putting into it. Emotions they didn't dare name passed between them, heated and dancing between their lips.

Then, just as suddenly as he had brought her to him, he pulled away. He stood and sheathed his katana.

Karai simply stared at him, her expression a mix of genuine bewilderment at his action and faint desire which flushed in her cheeks.

Leonardo leaned over and whispered into her ear, "The real Leo isn't predictable."

Drawing himself back up to his full height, he turned and made his way to the edge of the building. He paused before heading home. Glancing back at her from the corner of his eye over his shoulder, he smirked in much the same fashion that she usually did for him.

"Maybe next time we meet, you can introduce me to the real Karai."

A/N: ICK: MEOW!

ME: Down kitty! *peeks out of freezer* How did I do? Don't like the ending, but I'm never been good with endings. I've never written Karai before...so how did I do?