Hi everyone, Holly here, so for Valentines Day Pandora asked for a smutty Erwin/Levi/Hanji fic so I hope that you all enjoy it as much as she did :D

There are some benefits to basically living in a castle. It's big, mostly quiet and you can wander around late at night and not worry about bumping into anyone and having to have a fucking conversation with them. It's probably just that one as cleaning the place is a fucking nightmare at the best of times. As far as Levi is concerned he can keep his own room tidy so that's all that matters, everyone else is shit at cleaning so he'll probably end up doing it for them at some point if they're lucky.

Right now though he has no desire to clean. Right now what he would like to be doing is sleeping but he can't. It's probably close to one in the morning and he's as awake as if it were the middle of the day. It's not like he hasn't tried sleeping, he lay in bed for what felt like hours trying to get comfortable and trying to stop seeing mountains of dead bodies after closing his eyes but it just wasn't working. Eventually he had just given up, pulled half of his uniform back on and decided that a wander around the castle in the dead of night might help tire him out enough that he can fall asleep at some point.

Being lost in his own thoughts is dangerous. He'd promised himself that he would never regret the decisions that he made but it's been difficult. Whenever he thinks about Farlan and Isobel he remembers that it was his decision to join the Scouting Legion in the first place but if he thinks for too long he can almost hear both of them telling him to stop – we chose to come with you, it wasn't your fault. Doesn't help him much but it's something.

He rounds the corridor where he knows Erwin's office is and his jaw tightens. He's still not sure how he feels about Erwin when all is said and done, he was supposed to kill him after all but the fact that Erwin knew – he fucking knew – why Levi was there and just took it in his stride and offered him a place here anyway. He's interesting, there's something about him that Levi can't quite figure out and he sort of wants to, might help him make his peace with himself.

As he gets closer to the office he sees that there is light coming from under the door and the sound of a hushed voice: Erwin's. Who the fuck is he talking to this late at night? Curiosity overtaking him, he creeps closer, trying to be as quiet as possible. For one thing he wants to know who Erwin's talking to and for another he wants to know what they're talking about. If it's something that he can use, that means his friends didn't die for nothing... The voice is definitely female and Levi vaguely recognises it as Hanji.

She's another enigma as well. When he first saw her Levi couldn't tell if she was male or female and despite trying to brush her off on many occasions she kept coming back to him. It's quite pathetic, how desperately she wants to be friends with him but at the same time he guesses it's kind of nice. Having someone care about you is a rarity and it's something he might be willing to go with. She's kinda nice... in a weird, intense sort of way.

The hushed way they're talking is also igniting Levi's interest so he has to get closer and have a listen. He knows how to move quietly so neither of them will hear him as he sneaks up to the door. If he can get some blackmail material that would be perfect...

What he doesn't expect when he gets to the crack in the door is the sight of Hanji sitting on top of Erwin's desk, completely naked aside from a blindfold and her ODM harness. Her back is pressed against Erwin's chest (who is still in full uniform) and her legs are spread wide so Levi has a private front row seat to her exposed cunt. Levi can feel a heat creeping up the back of his neck as he watches Erwin's fingers creeping over Hanji's skin, down between her breasts, down over her stomach and down to run up and down the inside of her thigh.

Breath still in his throat, Levi watches, unable to look away from the sight before him. He's never thought of Hanji as beautiful before, never really thought of her as anything other than kind of annoying, but right now staring at her like this she is absolutely stunning. He never thought that he would be so envious of Erwin over anything but right now he would give anything to be in Erwin's place. To feel Hanji pressed against him and bucking up into his touch would be fucking amazing and Levi can already feel himself hardening.

He watches intently as Erwin's finger slips over to Hanji's cunt and he begins to tease her clit. His lips are moving at her ear but whatever it is that he's saying Levi can't quite make out, he can just about hear the deep rumble of his voice as whatever it is that he says makes Hanji gasp and buck up into his touch again. Shifting slightly to try and make himself slightly more comfortable, Levi lets out a soft gasp that, thankfully, neither Erwin or Hanji are able to hear. One of Hanji's hands reaches up to tangle in Erwin's hair, sinking her fingers into it as he rubs her clit with his thumb and sinks two fingers into her cunt.

Levi has no idea where to look. On the one hand he's completely mesmerised by by the sight of Erwin's fingers disappearing inside her but at the same time he can't tear his eyes away from her face. The way her lips are parted as she gasps for breath and the light flush he can see creeping out from under the blindfold is beautiful. Erwin takes hold of Hanji's chin and presses a kiss to her cheek while holding the other hand completely still against her. She squirms in his arms, desperate for more, and Levi's cock twitches.

"Are you going to come?" Erwin asks, his voice loud enough for Levi to hear this time.

"Yes!" Hanji gasps, trying to buck up against him.

"Yes what?" Erwin asks and Levi sees the hand on Hanji's chin visibly tighten.

"Yes Commander," Hanji moans. She obviously likes the rough treatment, who would have known she's such a kinky fuck.

"That's better," Erwin purrs. "I can do this all night, question is can you hold out for me just a little longer?"

"Yes sir," Hanji groans. Whether that's true or not remains to be seen and there's no way that Levi's not going to stick around to find out.

"Good," Erwin says, "maybe we should ask Levi to join us for the best part rather than leave him as a spectator."

"What?" Hanji asks, surprised.

"What?" Levi whispers to himself.

Shit!

Shit fucking shit!

Erwin fucking knows! He fucking knows that Levi's been standing in the corridor all this time watching them like some creepy pervert. He wants to run, pretend that he hasn't seen anything and never look either of them in the eye again, but he can't get his legs to move. All he can do is stand there and stare as Hanji lifts the blindfold off her eyes and pulls her glasses on so that she can see him.

A huge grin spreads over her face as she sees the tiny crack in the door, just about able to make out the outline of Levi in the dark corridor. She whispers something into Erwin's ear as he slips his hands away from her before pressing a kiss to his cheek and sliding off the desk. Levi swallows, eyes glued to the subtle sway of her hips as she saunters towards him. She pushes the door open and before Levi can react she pulls him into Erwin's office, shuts the door behind him and tugs him into a kiss that is all tongue and surprises that has Levi groaning into her mouth, completely caught off guard.

"Wanna get fucked?" she asks, a little breathlessly, as she pulls away.

"Yeah..." Levi replies sounding equally as breathless. He would be embarrassed at being caught watching them fuck and being really fucking hard to boot but as Hanji takes one of his hands and places it against one of her breasts he can't even begin to care.

"Perfect," Erwin says, his voice cutting through the moment. He steps around the desk and comes to join them. Before Levi can properly react Erwin is standing behind him, his fingers finding the buttons on his shirt and beginning to undo them.

"What the..." Levi begins but it turns into a soft groan as Hanji leans forward and begins kissing his neck, fingers sinking into his hair.

"Tell me something Levi," Erwin says softly in his ear as he runs warm hands over Levi's exposed chest, "have you ever been with a man before?"

"N... no," Levi stammers – fucking stammers like a little bitch – as Erwin's fingers find one of his nipples, teasing it into a hardened peak.

"Have you been with anyone before?" Erwin asks.

"Yeah," Levi replies, voice still breathless as Hanji pushes his open shirt off his shoulders, her lips never leaving his skin.

"Oh really?" Erwin asks, actually sounding fucking surprised.

"Prostitutes in the underground," Levi tells him. He doesn't know why he feels the need to tell him but it's out of his mouth before he can stop it.

"Well," Erwin says, teeth nipping the shell of Levi's ear and making him shiver, "I can tell you from experience that Hanji has a better mouth than any prostitute you could possibly encounter."

"Oh..." That makes Levi sit up and pay attention (not that the two of them hadn't had his full and undivided attention from the moment he saw them). Hanji is pressing kisses down his chest to the top of his trousers, looking up at him through her lashes. With her bottom lip caught between her teeth she keeps her eyes locked on Levi's as she makes swift work of undoing his trousers, tugging them and his underwear down far enough for his cock to spring free.

"She looks good on her knees doesn't she?" Erwin asks, his fingers still teasing Levi's nipples.

"Yeah..."

"You want to fuck that pretty mouth of hers, don't you?"

"Yeah..." It's all Levi is capable of saying as Hanji begins to lavish his cock with hot, open mouthed kisses.

"Isn't it delightful seeing such a brilliant mind reduced to a cock craving slut?" Erwin chuckles, feeling Levi stiffen in his arms as Hanji licks his cock from base to tip.

Levi doesn't know what to say to that, instead sinking his fingers into Hanji's hair, gently massaging the base of her scalp. She looks up at him with those beautiful eyes of hers and he feels his gut tighten. He wants to see her lips wrapped around his cock, moaning and gagging for it as she gets fucked. He wants to see her eyes rolling back in pleasure as he fucks her through orgasm after orgasm.

"Do you want to see first hand just how good she is with her mouth?" Erwin asks, reminding Levi that he's still there. As if he could forget with Erwin's rock hard cock pressing against his back, desperate for attention.

"Yes please," Levi all but begs.

Erwin takes hold of his chin and turns his face so that he can press a heated kiss to Levi's lips. The kiss is demanding and Erwin dominates Levi's mouth completely, making him moan and writhe against the two of them. Between the two of them they're going to be the absolute death of him. When Erwin pulls away he's left a panting mess; unsure of what to do with himself, Levi just tries to desperately catch his breath.

"Why don't you get on the floor and Hanji will show you just how talented her mouth can be?" Erwin suggests and suddenly the warmth of his body is gone.

Levi practically collapses to the floor, his trousers and underwear still around his ankles. Crawling towards him with a seductive look in her eyes Hanji pulls the last of his clothes off him. With them out of the way she continues until her lips are mere inches away from his cock. She licks her lips and Levi sees himself visibly twitch under her. He reaches forward and brushes a lose strand of her hair behind her ears.

"Are you sure you're okay with this?" he asks softly so that Erwin won't hear.

"Don't worry," she says smiling up at him, "I'm more than okay with this, I wanna feel your dick pulsing in my mouth."

Holy fucking shit!

Who knew that Shitty Glasses had such a filthy mouth on her. Levi sure as shit didn't but he isn't going to waste a second of it. He sinks his fingers into her hair and harshly pulls her up so that he can slam their lips together. He plunges his tongue into her mouth, stealing her breath and making her moan against him.

"Then do a good job of sucking me off," he growls and shoves her head back down so that her face is level with his cock.

"Don't worry," Erwin chuckles as he kneels behind Hanji, gripping her hips and nudging her legs further apart with his knee, "I can say from experience that she is incredibly good with her mouth."

"Don't take his word for it," Hanji says smirking up at Levi. "I'd rather give you the experience first hand."

Levi smirks and tightens his grip in Hanji's hair, pushing her face down slightly so that her lips are right above his cock. "Then stop talking and fucking show me," he orders.

Without another word Hanji sinks down on Levi's cock, taking him right to the back of her throat immediately. Levi can't stop the groan that rips from his chest as she begins to bob her head up and down on his dick, her tongue working the underside with her tongue. All Levi can focus on is the feeling of her warm, wet mouth wrapped around him and how amazing she feels. That is until she moans around him, sending a shiver up his spine that makes him groan. He manages to crack his eyes open and sees that Erwin has started fucking into Hanji, making her moan around his cock, which feels fucking fantastic. He has no idea when Erwin lost his clothes and he can't even begin to care, all he cares about is how the back of Hanji's throat feels.

"You need to feel this Levi," Erwin says and he fucks Hanji. His thrusts look brutal as does the grip he has on her hips but judging by the way she's moaning and drooling over Levi's cock he must be hitting all the right places. "She feels amazing! She's so tight and wet, I can just slide all the way in with no trouble at all."

"You were right about her mouth," Levi groans, his hand gripping her hair tighter. "Sucks dick like she's being paid to."

As if in response to his words Hanji groans around his cock again. Levi looks down and sees on of her hands between her legs, rubbing her clit as Erwin fucks her. Levi wants to burn this image into his mind forever, just seeing this was good enough but actually getting to be part of it is fucking phenomenal. He feels like he's died and gone to heaven. Suddenly Erwin's hand is in Hanji's hair and he pulls her off Levi's cock, his thrusts immediately stopping and making her whine in desperation.

"Now now, did we say that you could touch yourself?" Erwin asks.

"No..." Hanji gasps.

Levi takes hold of her chin and forces her to look at him. "Is that any way to speak to your superior officer?"

"No sir," she says, a coy grin playing about her lips.

"Fuck!" Levi groans. He'd never thought that he would get off on the idea of someone calling him 'sir' but the way Hanji practically purrs it makes his cock about ready to burst (the fact that her lips are right above his dick isn't helping his self control).

"Wouldn't you much prefer to come all over Levi's face?" Erwin asks Hanji and Levi feels his heart stop.

"Yes sir," Hanji says, her eyes burning into Levi.

"Then lie down," Erwin orders, pulling out of her.

Hanji does as she's told, moving so that she's lying down facing Levi. She spreads her legs wide and Levi swallows. He doesn't have to be overly close to see that she's incredibly wet. He wants to taste her, bury his face in her cunt and make her come apart beneath him so that she screams. Moving slowly Levi begins to press kisses up the inside of Hanji's thigh, starting at her knee. As he runs his hands over her thighs he can feel her trembling and he can't help the smirk that spreads over his face. He jumps slightly as he suddenly feels a fingertip running over one of his ass cheeks.

"You have a phenomenal ass Levi, has anyone ever told you?" Erwin asks as if the question is about something as simple as the weather.

"Once or twice," Levi replies, recalling the way people in the underground used to wax lyrical about his ass.

"I think it bears saying now," Erwin tells him.

"Thanks."

"Have you ever experienced the pleasure of having it eaten?" Erwin asks.

"I haven't," Levi replies, his attention no longer as focused on Hanji as he had been a few minutes ago.

"Would you like to?" Erwin asks and Levi feels a blush creeping up the back of his neck. He isn't quite sure how he wants to answer that. On the one hand Erwin seems to know what he's doing and, fuck if his tongue is half as smooth as it is when he's talking then it will be fucking amazing but on the other the idea of having someone's face that close to his ass makes his hackles rise in disgust. He can't seem to form any kind of answer either until he feels Hanji's fingers gently caressing the side of his face and he looks up at her.

"He's really good with his tongue," she tells him, grinning. "It'll be so good, he's done it to me before."

"You've eaten her ass before?" Levi asks casting a glance at Erwin over his shoulder.

"Ass, cunt, whatever has her screaming like a whore," Erwin says with a nonchalant smirk that makes Levi's mind up for him.

"Then give me your best Commander," he says smirking at Erwin before turning his attention back to Hanji. She has a hand between her legs, teasing her clit by slowly circling her finger around it as she watches the two of them.

Levi takes hold of her thighs and spreads her legs as far as the harness will allow, completely exposing her for his and Erwin's pleasure. Holding her thighs open he nudges her hand away with his nose before his tongue slowly flicks over her clit. A long soft groan sounds from the back of Hanji's throat as Levi's tongue slips down her cunt and back up to her clit again, teasing and tasting her. Her fingers sink into his hair, tugging the longer part at the top as his tongue drives her absolutely wild.

"Oh fuck," she gasps softly and the sound goes straight to Levi's cock. "Oh fuck Levi!"

If he had time to feel smug he would but before he has the chance he feels Erwin's huge hands practically covering his ass cheeks as he spreads them open, completely exposing him. Levi tries to focus on Hanji but he's a little distracted as he feel Erwin pressing kisses to the base of his spine and over his ass cheeks before his tongue gets involved. As Erwin's tongue teasingly circles his asshole before slowly pushing in Levi can't stop himself from moaning against Hanji's cunt at the feeling.

"Oh shit!" Hanji cries as her grip on Levi's hair tightens and she pushes his face closer against her.

He can feel her thighs twitching and trembling underneath his hands. She clearly wants to close her legs, wrap them tightly around his head and keep his face buried there but his grip is unrelenting. His grip tightens as Erwin's tongue pushes him closer and closer to the edge of an orgasm. If he keeps this up Levi doesn't know how long he's going to be able to last without blowing his load and passing out. The flat of Erwin's tongue drags over Levi's asshole once more before he moves to casually lean as elbow on the small of Levi's back, propping himself up so that he can look down at Hanji.

"Enjoying yourself?" he asks her, smirking.

"Oh fuck," she groans as Levi's tongue attacks her clit with vigour. "Fuck, I'm gonna come! Please can I come sir?"

"What do you think Levi?" Erwin asks, one of his fingers slipping down to tease Levi's asshole, circling it but not pushing in and drawing another moan from his throat that makes Hanji cry out as the vibrations shoot through her. "I think she's earned it."

Levi moans against Hanji again as, with a few more flicks of his tongue over her clit, she reaches her peak and her orgasm crashes over her. She cries out a strangled gasp of Levi's name, bucking up against him and trembling as his tongue wrings out every last drop of pleasure that it can. The grip she has on his hair tightens and, before she collapses completely, pulls him up to her face so that she can press a heated kiss to his lips, tasting herself on his tongue.

"Holy fuck," she gasps, pulling away to take in deep gulps of air.

Still fighting for breath himself, Levi finds his head being turned and Erwin stealing another kiss that takes his breath away. He can't stop himself from groaning into Erwin's mouth, his fingers gripping Hanji's soft thighs as he completely melts into the kiss. His head is spinning, his cock is so hard it hurts and he wants nothing more than to come.

"I think I need to experience this mouth for myself," Erwin says.

It takes a second for his words to sink in and before Levi's knows it he's blushing again. "I haven't ever..." He can't quite bring himself to finish the sentence because it's so fucking embarrassing to be caught out by Erwin like this. Feeling like a teenage virgin again, he looks away, not wanting to make eye contact with either him or Hanji, that is until Hanji leans over a presses a kiss to his lips.

"I can help if you like?" she offers.

Now on the one hand Levi isn't one to accept help from anyone but in this case he'll make an exception. "Okay."

"Perfect," Erwin says and goes to lean against his desk, looking down at the both of them on their knees in front of him.

After flashing Levi a swift wink Hanji leans forward and begins to lavish Erwin's cock with licks and open mouthed kisses. He's fucking huge so there is plenty of room for Levi to do the same without their faces crashing together. Having never sucked a dick before in his life Levi already knows that he would quite happily have Erwin grip his hair and shove his monster cock down his throat before coming all over his face. He never knew that he would be this weak for Erwin or Hanji this quickly but apparently he is. The fact that he's still able to taste Hanji on Erwin's dick only makes him harder and he reaches over to sink his fingers into her hair as if they were kissing each other and there wasn't a huge cock in the way.

"Now this is a beautiful sight," Erwin muses reaching down to run his fingers through the hair of both of them, pushing it back from their faces so that he can get a proper look at the both of them. "I have the two most powerful cadets in the entire Scouting Legion on their knees for me and drooling over my cock. You both look so good with your lips around my dick that I can't decide who's face I would rather fuck first."

Hanji moans in response to his words, taking Levi's other hand and placing it on one of her breasts. He takes the hint pretty swiftly and begins teasing her nipple with his fingers as his mouth continues to work Erwin's huge cock. The idea of the whole thing fitting in either of their mouths makes Levi's head spin and then another thought crosses his mind: Erwin getting him on his knees and fucking him raw with that thing. He's glad he's already on his knees otherwise they would have given out beneath him.

As if reading his thoughts Erwin reaches down and runs his thumb along Levi's jaw. "I'd love to see your ass spread open and taking me in as far as I'll go."

Levi doesn't even hear himself moan at that, it's completely drowned out by Hanji's own. Clearly this is something she wants to see and get off to. Erwin chuckles softly and caresses her cheek, making her lean into his touch.

"For tonight I can think of something more entertaining as our Levi is new to all of this," Erwin says and Levi, in spite of himself, shivers at being called 'their Levi'. "Do you think you can take both of us at once darling?"

"Of course," Hanji all but purrs as she pulls off Erwin's cock to grin at Levi.

"Good girl," Erwin says with a smirk that makes Levi's stomach tighten. He leaves the desk, returning to the floor and pulls Levi along with him to sit opposite.

Once the two of them are in position Hanji straddles Levi's hips, taking his cock and sinking down onto it. A long, drawn out moan sounds from both Hanji and Levi as her tight heat envelops him. She wraps her arms around his neck and begins to rise up before sinking down again, slowly riding him. Levi reaches round to slip a hand into her hair and the other around her waist while he meets her thrusts. As she slowly rides him Erwin's arm wraps around her stomach, his hand coming to rest on her breast.

"Are you ready sweetheart?" Erwin asks.

Hanji nods. Her grip on Levi tightens slightly and her mouth falls open in a silent scream as Erwin's cock slowly slides inside her to join Levi's. A low growl leaves Levi's lips as everything gets so much tighter. He looks up to see tears pricking the corners of Hanji's eyes and he reaches up to gently wipe them away with his thumb.

"You okay?" he asks softly.

"Y... yeah," she stammers. "Fuck! Feels so good."

"You're doing amazingly," Erwin tells her, pressing a kiss to her neck. "You're taking us both so well."

"You're so good," Levi tells her. "So fucking good."

Hanji doesn't say anything else, simply preens at the praise and slowly begins to ride the two of them, taking them in as far as they will go. She's so tight, so wet and so perfect. That and the fact that Levi was already pretty close to the edge anyway has him on the verge of orgasm.

"Gonna come," he groans through gritted teeth. "Gonna fucking come."

"Me too," Hanji groans and she sinks down, hard, onto both of them.

"I think you've both earned it," Erwin says, still as commanding as ever, even though the breathy quality his voice has taken on shows that he's as close to the edge as they are. "Come for me."

As if on command Levi feels himself exploding inside Hanji as she clenches around him in another orgasm. Her head falls back and her lips part as she gasps for breath. It doesn't take much longer before Levi feels Erwin coming inside of her too. Hanji falls back against Erwin's strong chest, one of his hands reaching up to gently caress her face as he whispers praise and adoration in her ear. Following his lead, Levi leans forward to begin pressing gentle kisses over her neck and cheeks.

When she's finally caught her breath Hanji lets out a gentle giggle. "I don't think I'm going to be able to sit on a horse tomorrow."

Erwin chuckles in agreement. "You can have the day off tomorrow."

"Thanks."

"How did you enjoy that Levi?" Erwin asks, reaching forward to gently pull Levi forward into the pile of sweaty bodies.

"That was... fuck..." Levi can barely form a sentence as he lets Hanji slip her fingers into his hair, her fingers gently scratching at his undercut.

"I think we broke him," she tells Erwin, grinning proudly.

"You know, I think we might have done," Erwin says, softly brushing Levi's hair out of his eyes. "Would this be something you would like to pursue?" he asks Levi. "Join us again for another nightly meeting?"

"Fuck yeah," Levi says grinning at the both of them. Another chance to fuck Hanji's amazing cunt and get the chance to have Erwin filling him up with that huge cock of his. It's a no brainer, of course he's going to say yes.

"Wonderful," Erwin says, smiling fondly at the two of them curled up against him.