A/N: The Turtles aren't mine- I just gave Leo bad lungs. Rating for a couple of bad words, but this is all fluff:]

Donatello was used to being startled. He regularly got completely absorbed in what he was doing, but he usually was able to keep a small part of his mind unoccupied to make sure the lair wasn't burning down or his family under attack.

However this time around, that small part was currently preoccupied with how lousy he had been feeling for the last couple of days. Most of it was due to sheer exhaustion- he'd gotten about six total hours of sleep in the past three days thanks to his latest project.

He certainly wasn't expecting a hand to come down on his shoulder, and flinched visibly before the unavoidable irritation took over, "Raph! What-"

"It's Leo- he can't breathe."

All traces of sleep left him in an instant and he started towards Leo's room with Raphael at his heels. "What happened?"

"Dunno. Woke up an' heard 'im coughin. He can't seem ta stop." Raphael clenched and unclenched his fists uneasily as they entered the room, hating that he couldn't do more.

"Leo?" Donatello's heart sank as he took in Leo's current condition.

The turtle was hunched over and cross-legged on the ground, clutching a pillow to his chest, and plastron heaving with every hoarse breath he tried to take. His face was pale and he was trembling, sweat gleamed on his face. "Can you talk?" Donatello knelt in front of him.

Leo swallowed hard, "Sort of," he wheezed, lapsing into a fit of violent coughing.

"Slow, steady breaths, come on bro." Donatello sat down next to his brother, "Breathe in with me, you can do it."

"It'll pass Leo- it always does," Raphael added, taking a seat in front of his brothers to wait it out.

"Raph do you know where the inhaler is?" Donatello whispered.

"He had it before- maybe it fell behind the bed." Raphael started looking as well. It took a few moments to find it but finally Donatello held the small device up triumphantly, "All right you know the drill," he handed it to his brother and rubbed his shell in small circles.

Twenty minutes and two cycles of albuterol later and Leo's wheezing was finally starting to ease. "How's the pain level?" Donatello asked. The turtle held up all three fingers of his left hand.

"Well that's an improvement." Raphael said grimly. Earlier Leo had gasped a seven.

"How are you feeling?"

"Sore. Tired." Leo's breathing was still a little too shallow for Donatello's liking.

"To be honest I'd really feel a lot better if you slept in the med room tonight. Is that okay?"

Leo hesitated, but he really didn't want to chance feeling so horrible again and finally acquiesced. "I'll stay up with him just to monitor his breathing." Donatello said in a low voice to Raphael as they helped Leo to his feet.

"Don that's not good for you-"

"It's fine," Donatello waved him off and shouldered Leo's weight, "I had a journal I needed to finish reading tonight anyways. It's just a few hours."

Raphael maintained eye contact with his brother for several seconds before sighing, "Aight. Feel better bro." He clapped Leo on the shoulder and left the room.

"How did this start?" Don asked as Leo sank down onto the nearest cot.

"Had a nightmare." The oldest turtle stared pointedly at the floor.

"Anything you want to talk about?" Donatello knew his brother rarely ever told them what happened in his nightmares- but clearly they were bad.

As predicted, Leo shook his head, "'m fine."

"I want to check your peak flow before you go to sleep," Donatello returned with the machine and they shared a comfortable silence as he went through the routine. "You're definitely low, but you aren't in the danger zone. I'll wake you up if your breathing starts to get weird."

"Thanks Donny." Leo whispered, curling up tightly on his side and falling asleep in seconds.

Donatello sighed, grateful his brother had been able to respond to the medicine. It didn't happen often but sometimes the inhaler didn't help- and that was when things would really get scary.

Once he was sure that Leo was truly asleep he left quickly to grab his things and a mug of coffee. Looks like I'm not getting much sleep tonight either.

TBC