Disclaimer: The turtles belong to Kevin Eastman, Peter Laird, Nickelodeon and not to me for obvious reasons.

Warning: Leorai. PWP. Suggestive themes, but nothing too explicit.

Joint project of shimbashka/ astrau

This is a revised version of the fic. Many, many thanks to rakked for beta-reading!

Leo didn't remember how he had been captured. Perhaps it was a regular patrol gone awry, perhaps an elaborate trap set by the Foot Clan. The details were hazy, but the end result still the same; he was at the mercy of his enemies, completely powerless to stop whatever they were planning to do with him.

They'd taken away his weapons, shackled his hands and feet with extra strong manacles and chained him to the wall. The air in the underground cell was damp and dreary, and Leo shivered slightly, not from the fear, mind you, but from the cold.

Despite his unenviable position, the young ninja was still in high spirits. He was sure he would not break no matter what infernal torture his enemies devised for him. He was a disciple of the great Master, he had the best role model in Captain Ryan, his favorite hero who would often fall victim to similar sinister plots – and besides, Leo still had his dear brothers who would rescue him…eventually. So the teen turtle steeled his resolve and prepared himself to endure whatever torture the crafty Foot Clan members had in store for him.

The assortment of various shiny instruments, neatly stacked on the table to his left, didn't inspire much confidence, though. Were they going to play the mad scientist gig and dissect him straight away? Or first ask him some questions? Dissection didn't sound like a pleasant prospect, and Leo shivered again. Damn those Foots, they could've at least taken care of the central heating of their cold headquarters!

Suddenly, he heard the creak of the opening door and a figure, covered from head to toe in black, slowly entered his cell.

"Hello, Leonardo," the deep and sultry voice greeted him.

"K…Karai?" he gasped. "You? But, but…how?"

"Were you expecting someone else? Relax," she said, dropping down her hood. "Father has no time for you today. And Bradford can't stand your guts. So it's me who got to deal with you as I see fit."

"Oh." He didn't know what to say, how to feel. Karai was an enemy, the daughter of an enemy and the member of an enemy clan. She wouldn't know the meaning of the word mercy. Still, something akin to relief stirred deep inside his heart.

"What are you going to do with me?" he said in a tightly controlled voice. Although he was a prisoner, he still had his pride.

The young kunoichi looked at her captive with curiosity, as if he were an exotic and dangerous animal captured to decorate her personal zoo. And maybe for Karai that's exactly what he was – just a curious specimen of the animal world. Nothing more.

"Leonardo," she stretched her hand and touched his cheek with her fingers. Her gesture was hesitant and almost gentle. Her words, on the other hand, were nothing like that. "Why do you insist on asking such stupid questions? Do you completely lack imagination?"

"I don't lack… anything!" he sputtered indignantly.

"Then you don't need to ask. We are going to torture you until you tell us everything about your little clan, and then we are planning to use you as a bait to lure out your brothers and Master," she said in a bored tone. "You know the routine already. It's not your first time…I hope?"

He slowly exhaled. So that's how it was. Well then, he was ready.

"But first," Karai pretended to examine her nails. "I'll have to strip search you."

"Strip?" the young ninja almost squawked. "But…I am already naked! Let's skip this boring part and go straight to the torture!"

"You sure?" she raised an eyebrow. "I have my orders. Besides, there's still a possibility you've concealed dangerous weapons somewhere on your body."

Leo looked at her incredulously. If he were still armed, wouldn't he try to extract himself from this unenviable position and run somewhere far away from this place? Did Karai think that it was his choice to stay chained to the wall and wait for the inevitable torture? Maybe, in her opinion, he liked to be helpless and miserable?

"So let us start," she interrupted his musings. "First things first."

She slowly unbuckled his sword harness and wide belt and pulled everything off his body.

"Hey!" Leo twitched. The sheaths that Karai so unceremoniously took from him, as well as the matching swords, had been birthday presents from his dear Master.

"Beautiful leatherwork," Karai turned his treasure this way and that to better appreciate it. "How can your pauper clan even afford something like that? I think I'll keep it."

"Who gave you permission, anyway?" he scowled. The kunoichi smiled, put his sheaths on the table and patted him on the cheek.

"Relax. You won't need it anymore. So what's next?" She looked appraisingly at the young ninja. "Guess I'll start with your arms."

She checked his armpits, slightly scraping her nails in that sensitive place where he was extremely ticklish, then untied his elbow pads, first on the right arm, then on the left, stripped him of his wrist guards, and at last turned her attention to the wrapping that protected his fingers, slowly unfurling the fabric and checking his thick pointy appendages, one after another. Her own fingers were nimble, tiny and light, like little butterflies. While she was probing his arms and hands, the mysterious smile never left her face. She was looking him straight in the eyes, as if gauging for his reaction. But if she wanted to see him defeated and broken, she had to be very disappointed. His inner core was strong, despite the fear and embarrassment he felt.

"Finished yet?" he spat at her angrily.

"No," she raised an eyebrow. "You in a hurry or what? So impatient for your…torture?"

"No!" he cried appalled. "I just want to tell you there's no need for all of…this! All my weapons are already in your possession. I'm clean!"

"The night is still young," she winked and switched to his legs. She patted his lower extremities carefully, then started to unwrap his various protective bindings, layer after layer, as if he were a big turtle-shaped Christmas gift made especially for her. When she groped his inner thighs, Leo had to bite his cheek to keep from hysterical laughing. The skin down there was extremely sensitive and he was (although he would never, ever admit it even to his brothers) a very ticklish turtle. He just hoped that the daughter of his sworn enemy hadn't noticed his discomfort; otherwise she would promptly use it against him.

When she was untying his right kneecap protector, the young kunoichi suddenly stopped.

"Oh!" A small bundle full of miniature throwing stars appeared in her hand. "Seek and you will find!"

Leo just gaped. He totally forgot about his shuriken, not as if these little things were able to help him in getting out of this tricky situation.

"So you still insist that you are clean," Karai chuckled. "Little liar. But I haven't expected anything less from you!" she said proudly.

Leonardo turned his head away from her. The daughter of the Shredder took everything from him and left him stark naked, indignant and trembling in shame. Sure… it was embarrassment he was feeling, wasn't it? Nothing else?

"You finished? Then start your damn torture already!"

"Not so fast, Leonardo! There are still a lot of places I haven't searched. I have to be absolutely thorough!"

"What do you mean?" The young turtle was bewildered. "You stripped me of everything!"

"Not everything," she was suddenly very close to him and he didn't even notice her approach. "Here's still this!"

"Oh no, no, no!" He knew what was going to happen next and didn't like it at all. "Don't touch! It's not a weapon!"

"Everything is a weapon in a ninja's hands."

The kunoichi smiled at him reassuringly and grabbed the knot of his prized mask. Leonardo jerked his head, but still was unable to throw her hands off. Soon the tight knot came loose and the mask slipped off, like a long silky blue wave.

"You look different without your mask," Karai said thoughtfully, slowly caressing the bare area around his eyes with her fingertips.

"Th..thanks?"

"I didn't say you look better. Just different. Strange, the skin around your eyes is much paler. And I thought that you, living underground, were unable to sunbathe…"

Her touches were infuriatingly delicate, despite the callouses on her fingers. He wanted her to stop. He didn't want her to stop.

"Soon," she whispered into his ear. "Soon I will know all your secrets, Leonardo."

He started to shiver uncontrollably when her light fingers traveled down, patting his head, his neck, his armpits, slid under his carapace, probing every inch of his skin, touched his plastron and then went even lower.

"Stop!" he shouted desperately.

"Why?" the girl looked straight into his eyes. Her hands reached the lower edge of his plastron.

"Get your hands away from my…argh!" He cried, blood rushing to his face and other …places.

"What's down there?" she asked him curiously.

"Nothing of importance," he gasped. "No weapons, I assure you!"

The probing fingers of Karai paid him no heed. They boldly went where no man or woman had gone before…

"I found it!" she cried triumphantly. She got a hold of his tail, the thick appendage that was usually tucked away securely under his shell.

"You sure it's not a weapon?" Karai pulled his precious tail possessively.

"Sh..sure," for a moment he lost the ability to think coherently. Karai's kneading fingers made him breathless; his body started to burn, to twitch. As if a foreign entity took possession of his nether regions, something strong pulsated uncontrollably under his tail, and that was a new and frightening sensation for him. A low and primordial churr left his lips.

Karai freed one of her hands from his nether regions and covered his mouth.

"Shhh.."

For a moment Leo felt an overwhelming need to bite her, mark her somehow, and he had to restrain himself forcefully to resist the urge. Karai's left hand gently stroked his face; the fingers of her right caressed his tail and his inner thighs.

Shame and desire intertwined in his mind, battling for dominance.

"Do you know what is the strongest weapon of a kunoichi?" his torturer whispered into his ear.

"D…deception?" he gasped.

"You are so naïve, Leonardo," she chuckled. "That's what I like in you!"

Suddenly her body covered his. Her lips almost touched his mouth. Leo was still unable to understand how it was possible to move so fast, that even he, a trained ninja, could not keep track of her movements.

"And there's still one place I haven't checked", she purred, her silky cheek pressing to his own cheek. "Open your mouth."

He just gaped at her. Was she going to k…kiss him? His first kiss was going to happen here, in captivity? No, impossible, it was just a part of standard strip and search procedure for her!

"Open it, Leo!" she insisted. "Or else!"

He pursed his lips tightly in defiance. Let her try and pry them apart! Karai's pretty face contorted in anger. She licked her lips impatiently, her little pink tongue darted out of her mouth like a miniature snake and then…elongated.

"Karai? Karai?!" he asked incredulously.

Her tongue grew longer and longer and longer with every passing moment. Straight like a western sword, strong and pink and dangerous, it was threatening to impale him, devour him whole. Was Karai under the influence of the mutagen, transforming her, shredding her humanity? Was it something else entirely? Leo's frantic mind was searching for answers.

"Don't defy me, Leo!" the transformed Karai hissed like a snake. Her strong fingers still clutched his tail. Her eager tongue was looking for entrance.

"Leo! Leo! Leoooooo!" she shrieked. The young turtle was in a panic. His heart was beating fast, his body trembling. He closed his eyes and…

…the next thing he saw was the displeased and scowling face of his younger brother Raph looming over him.

"Leo? Leo?"

The teenaged leader of the turtles slowly blinked as if to shake off the remnants of the sleepiness from his eyes.

"Dude, how long are you going to lie in bed?" Raph's voice was angry, but that was hardly a surprise. Raph was angry all the time. "Everybody's waiting in the dojo for you!"

"Sorry. I…overslept?"

"First time for everything," his younger brother didn't bother to hide his gloating expression. "Oh, my day is starting fantastically! Today it's Leo who is in trouble with the Master for a change!"

Raph did a fairly decent imitation of a victory dance and left the room, leaving his older brother alone. Leo sighed in relief. Raph was a very observant turtle, but today was not his day. He didn't notice the bulge under the thin sheets that covered Leo's legs. He didn't pay attention to the wet spots on the same sheets, either. Otherwise his gloating would have become intolerable.

Leo swiftly changed the sheets on his bed, as if to destroy all evidence of the last night activities, then grabbed the towel and went to the shower. He knew he had to hurry, his sensei was ever insisting on the virtues of discipline. When the first drops of water had reached his sensitive skin, he started to wonder about the meaning of this strange dream. Karai's gentle touches, his own embarrassment and need, all these sensations were new for him. Not even Captain Ryan and Celestial's stormy onscreen relationship had prepared him for such an event.

The water was cool, his throbbing need abated as he shook off the remains of the drowsiness. And now he was able to see everything clearly, to put thing in perspective. Obviously, Karai needed his help, she was crying for help in his dream. And the next time they meet, he would save her from herself, even if it was the last thing he would do in his life.