A/N: I started this A WHILE ago, I'm assuming right after chapter 42 came out- because this "story" picks up directly after the events in the chapter, after Elliot and Leo leave Oz & co.

It's short, smutty, titled "alley smex" on my computer. So hmm, I wonder what will happen... x).


Elliot hated this place—he couldn't wait until the black rock, the cold dark air—until all of it—faded.

He was still feeling oddly flushed and heated over what the Bezarius kid had said to him. He wanted to be friends with him? Was he crazy?

Yes, yes he was! There had been sufficient proof—where the hell had that scythe come from, anyway? Good lord. His anger was briefly interrupted by a cold chill. Oz…

There was something wrong with Oz.

A hand brushed against his. It was a brief, light touch, possibly accidental—but Elliot glanced over at Leo, who was watching him quietly as they walked.

Not accidental.

"I'm sure Oz is fine," Leo said softly.

Elliot scowled and looked away stiffly. "Like I'd worry about a Bezarius!"

"Elliot is a very kind person."

"Leo!"

"Oz would be thrilled to hear that Elliot was thinking about him—"

"Whose side are you on?" Elliot turned to glower at Leo, but stopped short when he saw his servant was smiling at him.

Suddenly, the dark, dank place they had been walking in was flooded with light, and Elliot was momentarily blinded. He blinked, shielding his eyes from the unexpected change in setting. He slowly lowered his hand to look back at Leo, who was looking up into the sky, now visible—the illusion had dispersed.

The Pandora agents looked back at Elliot and Leo. One of them spoke up: "We'll escort you back to the orphanage."

Leo looked at them. "I can take care of it from here."

One of the men opened his mouth, but Elliot stepped up.

"He's my bodyguard," Elliot cut in gruffly. "It's his job."

"As you wish."

With a flutter of their dark capes, they were gone in a matter of seconds.

The wind blew at Elliot's dark coat. He breathed in deeply.

"Let's go, Leo."

Leo obediently fell into step beside his master. Elliot glanced around the deserted, rubble strewn street.

"It's sad," he mumbled.

"Quite," Leo agreed mildly.

A hand fastened itself around Elliot's wrist. Elliot stopped short and looked over his shoulder at Leo, who was gazing at him steadily.

"Leo?"

Leo's fingers tightened on Elliot's wrist. Elliot took a step closer to him. Leo turned, still holding onto Elliot's wrist, and walked towards a shadowed area in between two broken, crumbling buildings.

Leo stopped about halfway in, so they were both half in shadow, half out.

"Elliot, are you okay?"

Elliot looked up at Leo through narrowed eyes. "Why are you asking?"

"I can see that you're not."

Elliot's eyebrow twitched. Leo's fingers softened on Elliot's wrist. His servant lifted his master's hand, gently sliding the glove off and touching his bare hand to Elliot's.

"Your hands are cold," Elliot muttered, stepping closer without thinking.

Leo nodded absent mindedly. "I forgot my gloves this morning."

Elliot gripped the cold hand in his and lifted it up to his cheek. He squeezed his eyes shut.

Leo's lips were warm and soft when they touched his and Elliot sighed, slowly untying the bow at Leo's neck and pulling open the buttons that protected Leo's pale neck from the biting cold.

Leo pulled back from Elliot, sliding his hand down Elliot's cheek and slipping it into the warmth of Elliot's coat. Elliot crushed Leo against the wall and feathered his servant's neck with light kisses—the kisses slowly transformed into nips and bites, and Leo's breathing was beginning to quicken.

"Elliot…"

"Sh," Elliot murmured into Leo's ear. "It's not like this isn't why you brought me back here anyway."

Leo pushed at Elliot a little. "How crude."

Elliot smirked, sliding a hand down to grip at Leo's thigh and pull it up a little.

"Elliot—"

Elliot buried his face into the crook of Leo's neck, breathing in his servant…

"Mm…"

Leo turned his head and slid down the wall of the building a little bit, sinking low enough so he could press his lips against Elliot's.

"Mmpf," Elliot muttered, slipping his other hands into Leo's black hair. His teeth gnawed at his lower lip and Leo opened his mouth to let Elliot's tongue slide in.

"Leo…" Elliot breathed, his fingers tightening on Leo's leg. Leo gasped a little and sank lower against the wall. Elliot slid with him until they were both on the alley's floor, their breath coming out in small white puffs.

"Leo, you…."

"Elliot?" Leo said breathlessly.

Elliot kissed Leo roughly, his teeth nipping at every bit of skin they could reach. Leo pulled back, his lips red with the kisses, his face flushed. "It's too cold here, Elliot. This might not be a good idea, after all."

"It won't be cold for long," Elliot murmured, his voice husky.

A slight blush touched Leo's cheeks, and the sight went directly to Elliot's groin. He leaned forward, rocking onto his knees and crushing his mouth against his servants, pressing the dark head painfully against the stone wall of the alley.

"You become quite the tomcat when you're aroused," Leo gasped when Elliot bit down at the juncture between his neck and collarbone.

"You know that better than anyone," Elliot growled, his numb fingers fumbling at the fastenings of Leo's trousers.

Leo bit his lip when Elliot's fingers brushed against his erection. "You're still quite cold—ah!"

Elliot laughed softly, stroking the firm member once more. "I could give you something warmer."

Leo's tone was dry. "Clever."

Elliot ignored him, leaning down to abruptly slide his mouth over Leo's erection. Leo barely kept back a squeal, which encouraged Elliot to draw out more noises.

"Mmm," he hummed, closing his eyes and flicking his tongue around the swollen head. Leo's head fell back and a shiver went through his arching body.

"Elliot!"

Elliot pulled back slowly, his hands already working at his trousers to free his own throbbing member.

Leo was shivering; to be honest, Elliot wasn't sure whether it was from the cold or the pleasure. But one thing was for sure- he'd make it from the latter in moments.

He grabbed Leo's arms and pulled his servant up with him; kneeling or lying on the alley floor would be just uncomfortable.

"This is happening quite fast," Leo said breathlessly.

"Do you always have to talk so much during sex?" Elliot growled, sticking his finger in his mouth to wet it. "I'll properly fuck you when we're in our room."

"How exciting," Leo said wryly. He jerked when Elliot roughly shoved one finger into him. "Ah."

"If you want to make so much noise," Elliot crooned in his ear, quickly working in a second finger. "How about you make some more of your sexy little moans for me?"

Leo was very inclined to duct tape his mouth shut in response. He tried struggling, only to completely fail by first letting out a loud cry and then sinking into Elliot's hold when Elliot added a third finger and sufficiently pressed the digits against his prostrate.

"Like that," Elliot whispered, kissing Leo jawline. He pulled his head back and little and made a face at Leo's glasses. "Wanna take those off for me?"

Leo took a shaky breath. "When you properly fuck me, I'll properly show you my sex-glazed eyes."

"Who's the one who pulled me back here?"

Leo smirked at him right before Elliot roughly turned him around so his back was to his chest. "How can Elliot blame me when he looks so cute worrying about Oz Bezarius?"

Elliot bit down hard on Leo's neck with the angry intent of injuring and when Leo gasped, he slid his member in.

"Ohh," Leo's head jerked back and Elliot peppered the pale neck with gentler kisses as he pulled out and thrust back in shallowly.

Leo moaned his name, loudly; lucky they were in an abandoned sort of area or else the whole town would've heard him.

Elliot's grip on Leo's hips tightened as he quickened his pace.

"—good," Leo gasped, his head falling foreword to lean against the rough, slick alley wall. "E-Elliot—"

Leo's loud moaning was going straight to Elliot's cock; fortunately, he didn't need to hold back with his servant. Especially when he was crying for him to go faster.

"Harder!"

Elliot made a pleasured noise of his own, his hips slamming against Leo's with increasing pace and ferocity. Leo was whimpering incessantly, and, as Elliot had planned, all thoughts of the cold, biting air were gone.

Elliot pushed aside Leo's messy black hair and kissed the back of his neck, sliding a hand down to grip Leo's erection while holding onto Leo's hips all the tighter with his other hand.

Elliot's rough, passionate touch—his lips suckling at his neck—sent Leo over the edge and he came with a feminine shout over Elliot's fingers, feeling a sticky wetness fill him seconds after.

"Hell," Elliot gasped, wrapping his arms tightly around Leo's waist and burying his face into the back of his neck. Leo shuddered, turning his head. Elliot leaned forward and met his lips in seconds, his tongue slow and sensual as it rubbed over the raven-head's.

"I love you," Leo murmured against Elliot's lips. Elliot nipped at him in response, a smile tugging at the corner's of his lips.

"Let's go back," he said, pulling slowly out of Leo and fastening his trousers securely again.

Leo turned around after doing the same, leaning against the alley wall. "So eager?"

"Yeah," Elliot said gruffly, his eyes roving over Leo's face. "I want to see that sex-glazed look you mentioned earlier."


A/N: Lol 'ho my gosh, OOC-ness much. Well, to explain that, we know that Leo is actually not as quiet as we thought, and Elliot isn't a gentle person. I just kinda take that and explode it when they have sex. Yeah! XP