A/N: I'm back! For the sake of getting right into the story, I'll tell about the conference later with an update to my profile, instead of going on about it here. :) Short version: that much fun shouldn't be legal.

Usual disclaimer, I own nothing, have made no profit, and thanks to the creators.

WARNING: this chap contains some intense cuddling. Not "heavy petting"- it's far more emotional than physical. However if you're creeped out by turtle/human pairings, you may want to skim. For the record, they are not intimate at this time in their relationship, up until the point of the conversation about the future, but they do spend time cuddling platonically. (Come on now, wouldn't you cuddle with Mikey, given the chance?! I know I would!) heh

Subsequent chaps will be far more adventure-oriented. If you're a returning reader who has enjoyed my adventure fics in the past, please do read past this chap and give this fic a chance. This chapter reads like a romance, but the following chaps will be more along the lines of my usual style. I think you'll like it. Or not, depending on how much you love Mikey and Leo. (sorry, guys)

Chapter 1 -Love-

Austin's hands roamed playfully over Michelangelo's shell. She found the edge, where shell met skin, and explored the sensitive area with her fingers. He squirmed, wriggling under the weight of her torso.

"You're ticklin' me," he complained.

She giggled. "I don't mean to." Her fingers pressed more firmly, and moved to his shoulders, massaging, and he sighed, laying his head down on the bed. He inhaled the scent of the sheets, the light, flowery aroma of her shampoo, the indefinable something that was her. He felt her hair tickle the back of his neck before her lips brushed his head, and he shivered with contented pleasure. No one had ever made him feel so relaxed, so happy. She moved her fingers to the back of his neck, deliberately tickling him again. With a mischievous grin, he rolled over, spilling her off his shell.

"Hey!" she cried, laughing. He caught her in his arms, pulling her into an embrace on top of his plastron. She tensed for an instant before resting her cheek against his chest with a contented sigh. Her fingers traced his neck, and he shivered.

Reaching up with one hand, he brushed his fingers through her hair. "You're beautiful, you know that?" he asked lazily.

She smiled against his plastron. "You're just saying that so I'll rub your shoulders," she teased.

Michelangelo grinned. "You do have magic fingers," he said. She poked him lightly in the shoulder. He reached up and captured her wrist, and held it to his beak, nuzzling her palm. She quivered, snuggling against him. He noticed, not for the first time, the way her shoulders hunched slightly. "You ok?" he asked softly.

She never made him feel… different. She seemed to love his shell, his skin, everything about him, but there were moments… instants, really, when something shivered through her, like a cloud passing over a silver moon. He was almost certain it wasn't him. Not with the way she cuddled close to him, falling asleep with a hand on his plastron, her head resting on his arm, her hair fanning out in a silken blanket over his skin. Not with the way she touched him so casually in passing and smiled into his eyes, laughter and delight shining in her face when she straddled him playfully, pretending to pin him down, leaning forward to rub his shoulders.

He loved that, the way she looked at him, the way she touched him without flinching, without a hint of hesitation, as if she couldn't see his shell, his differences, or as if they didn't matter. As if he were… amazing, as she often whispered cuddled close to his plastron in the dark. He wanted to believe it, and when they were relaxing together, snuggling like this, he almost did.

"It's nothing," she whispered, nestling against him. He kept her hand in his. She moved it, touching his cheek. He smiled, turning his face to nuzzle her palm again, and she shivered, with pleasure this time, he could tell. He felt her shoulders relax under his arm.

"I could stay here all night long," she said with a contented sigh.

He laughed quietly. "Sleepin' where you are? It's awful hard," he said.

She giggled. "No," she said softly. "I'm comfortable. You…" She picked her head up and gazed into his face. Her free hand traced the plates of his plastron. "You are gorgeous."

He felt himself blushing. He smiled into her eyes. "You're crazy," he whispered.

She shook her head, getting the fierce look she sometimes did. "No," she said seriously, touching his face with her fingers. "I've never known anyone like you. I am so… lucky to have a… friend… like you." Tears sprang to her eyes, and she ducked her head, letting her hair swing forward, hiding her face.

He reached up, brushing back the silky curtain. "Hey." He hated it when she got like this. She seemed to withdraw into her self, into a dark, fearful place. Sometimes she would even get out of the bed, and refuse to return, pacing tensely, looking out the window, or sit in a chair with her knees drawn up, staring into space. The first time it happened, they'd been sitting on the bed, watching a movie together. He'd thought he should leave, thought he'd done or said something to upset her, but she clung to his hand, and didn't quite beg him not to go. That had been the first time he spent the night with her, over six months ago.

She'd cried that night, as he held her. She's cowered against his plastron, trembling in his arms, as if she were afraid of something unseen. He'd thought she was almost afraid of him, if it were possible, the way she clung to him, pressing against his plastron as if she could draw close enough to be safe, flinching if he moved. He'd just held her, feeling a deep helplessness, and a fierce desire to protect her from whatever dangers were in the darkness, whatever force threatened her. She'd fallen asleep in his arms that night, and Michelangelo had fallen completely and irrevocably in love.

"What is it? Please?" He reached up, grasping her shoulders in his hands. A tear splashed on his plastron.

"It's nothing. It's not you." The same answer she always gave.

Michelangelo sighed in frustration. He hated to push her, hated to dig any deeper into this obvious pain, but if she wouldn't tell him what was wrong, he could never make it well again, never protect her the way he wanted to, never touch every part of her heart the way she'd touched his. He needed her to see him as more than just a good friend and a teddy-turtle to cling to when she was upset or afraid. He needed to know if she saw him as… something more.

"Austin." He moved one hand to her chin, lifting it so she had to look at him. For an instant, he saw fear flicker in her brown eyes.

She closed them as if she were in pain, hiding. "I'm sorry," she whispered. She sounded so defeated, so lost, so forlorn. He cupped his hand against her cheek and she flinched.

"You know I'd never hurt you, don'tcha?" he whispered, capturing her shoulders again and pulling her down to his chest. She lay against him, putting her hands up on his shoulders, pulling him closer.

"I… I know," she whispered. She was trembling this time. She drew a deep, shaky breath. "I'm sorry. Where were we?" Her hands moved against his shoulders, and he sighed with contentment. She really did have magic fingers. He reached up, catching her wrists in his hands. He wasn't going to let her distract him. Not tonight.

"Austin, we've got to talk about this."



"Mikey, please," she whispered. "It's not you, I promise. It's nothing to do with you."

"I know. But I… I want... I want…" he couldn't complete the thought. I want more, Austin. I want a life together… How can I ask it of you? You're so beautiful. You deserve a man, a human man who can give you a house and a family an' everything you deserve.

"What do you want, Michelangelo?" she asked softly.

"I… I can't ask you, Austin. It's not fair," said Mikey sadly. "What we have… it's enough." I can live with being a teddy-turtle, if it means being with you like this.

She lifted her head to gaze into his eyes. "You know you can ask me anything."

"Not… not for commitment," he whispered. Panic was building in his chest.

Way to go, Mike. You had something great, and you had to go opening your big mouth and ruin it. Shell, we've never even talked about… getting physical, let alone the future. Just snuggling on the couch and here on the bed sometimes… and it's great. I love spending time with her like this. But I'm foolin' myself, thinking she could want anything more, think of me as a potential… partner. We're just… really good friends.

"Why not?" her voice was quiet in the dark.

"Because, Austin, I'm a… a mutant! I'm not even… I mean…" He'd been so content only a moment before. How did things go so badly wrong in such a short time?

"You're Mike. You're… you're you. Nothing more, nothing less." She cupped his face with her hands, picking up her head to gaze into his eyes. "You have been such a good friend to me… And more. So much more… Hamato Michelangelo, I love you!" She blushed scarlet, but held his gaze steadily.

Michelangelo felt tears start in his own eyes. "But you've never… I mean, we… I thought you didn't… Are… are you sure?" he whispered.

"Mikey, yes. I'm sure." her hands moved to the back of his head, caressing his neck. She leaned forward, smothering his whimper with a kiss. His arms wrapped around her shoulders almost of their own accord. He held her close to his plastron, crushing her against himself with a new passion. He was afraid at the rush of emotion that swamped him, afraid he would frighten her; that she would reconsider, or worse, recoil and push him away, but she leaned into his embrace, pressing her body against his. Her leg brushed his thigh, and a familiar warmth surged in his gut.

Oh no… oh shell… He edged over, turning to his side, sliding her off, gently moving his lower half back so that his plastron angled away from her. I can't…This can't be happening, not here, not now. It's too soon… We've never… what will she think of me? He broke the kiss; drawing back, and lightly touched the side of her face with his fingers. She smiled gently, her eyes crinkling at the corners. Michelangelo felt a chill. She knows. He blushed, heat replacing the cold, and ducked his head.

"Mikey," she whispered. He shrank from her, half thinking to get up, to get away, but she wrapped her arms firmly around his shoulders, holding him in place.

"It's ok," she said softly. She reached up and gently stroked the back of his head and neck, soothing him, calming him.

He trembled under her touch. "I… I'm sorry," he whispered, horribly embarrassed.

"Don't you dare," she said softly. He looked at her in confusion. She shook her head, touching his beak with her fingers. "Don't you dare be ashamed," she said softly, fiercely. "Not unless you're ashamed to be with me, to be with a human."

"No!" His voice was full of pain.

"It's ok, Mikey," she said softly. She reached down, brushing her fingers against the top of his thigh, just below the edge of his shell. She watched his eyes widen. "Do you want me to?" she whispered. Michelangelo trembled, more terrified than he'd ever been facing the Shredder or Bishop. Well, maybe not Bishop, but still.

"I… I can't," he whispered, burning with shame. She's gonna think I'm such a shell-head. It's not like I've never… with other girls… But she's different…I don't want it to be like this with her. I want the first time to be special.

Her hand tightened, reassuring as a hug, on his leg, and she smiled into his eyes. "It's ok," she said softly. She moved back a bit, letting her hand move up to rest on his shell. The intense moment passed, and Mikey felt himself withdraw, back up under his plastron. He was sweating, shaking, as if he'd run a marathon. His self-control had never been what Leonardo's was, but still, he felt foolish. I'm acting like a love-sick teenager, he thought. He couldn't quite meet her eyes.

"I'm sorry," he whispered again.

"Hamato Michelangelo," she said sternly. He glanced up, and she caught his gaze in her own. "I love you," she said softly. "You are amazing. And, when you are ready, I will be waiting for you." She smiled again, and his fear and shame melted away.

"I… I want it to be… special," he whispered. "You're so beautiful. I don't want to… to be casual."

She smiled soft in the dim light. "Oh, Mikey," she said softly. "That's the most beautiful thing anyone's ever said to me." She threw her arms around his shell, and lay against his plastron. Mikey sighed with contentment, wrapping his arms around her shoulders. She's perfect, he thought. She's the most caring, gentle, wonderful person I know, an' she's my best friend. I'm gonna ask her. I'm gonna ask her to marry me.

A/N: Phew. I hope that wasn't too graphic for delicate readers! That was the most intimate Mikey and Austin will get in the fic. I will always warn in my A/N for more mature content like this.

Thanks for reading, and reviews are loved!