Disclaimer: Alas, I do not own Skyrim or any of the lovely characters found within that universe. Characters you do not recognize are mine and were created for the purposes of this story. This story is rated M for a reason, do not continue if anything of a mature nature could offend you.

*** Please Note: This story will contain mentions and hints to spoilers to the Thieves Guild quests.

I personally love the Thieves Guild questline, especially the introduction of Karliah and the realization of Mercer's betrayal (both current and past). Her bond with Gallus seemed so real, so lovely, so I thought I'd delve into that pairing and see what I could come up with. I hated Mercer Frey even more when I learned of Gallus and Karliah's bond! Man, that guy sucks! Needless to say, this story takes place before the events of Elder Scrolls V: Skyrim. Thank you so much for taking the time to read, it is greatly appreciated! :) – Fallon.

Love Amongst Shadows

"I feel helpless, waiting. Could this all be the end? It's coming down all at once. Am I losing you? No way out! Until this all comes crashing down, I'll hold on." -Into the Darkness by Kittie

Karliah exhaled evenly and squeezed one eye shut as she peered down the length of her arrow. Her prey was a lone necromancer, the unfortunate barrier between her and her objective. There was no room for error in her line of work and everything hinged on the successful completion of a job.

Failure was literally not an option.

She was sent to retrieve a dusty old tome from a well guarded and very ancient library in the mountains and had been given leave to eliminate any who stood in her way. Special circumstances, usually rich and desperate clients, sometimes allowed for certain restrictions to be lifted.

In this case the client, the upstart business woman, Maven Black-Briar, had personally intrusted Gallus to send her, and to allow her to kill anyone who stood in her way.

She didn't know what the tome contained, and didn't care to know. All that mattered was that the pay was more than fair and that completing this job without a hitch would undoubtedly secure Maven as a client for years to come.

For the good of the Guild and her spotless reputation, Karliah was honor bound to see it through.

She had only been a member of the Guild for a year, having left Morrowind to find her purpose and fortune in the bitter cold of Skyrim. She was only twenty, the youngest member of the Guild and the only one to show as much promise. Gallus, the Guild Master, relied on her and entrusted her with the most sensitive assignments.

She counted down from five in her head then started again. She often did so to calm herself before taking a shot and since so much hinged on this mission, she made sure to do so.

"One, two, three, four five...one, two, three, four, five..."

The arrow cut through the air like a freshly sharpened blade through flesh. It buried itself in the tender flesh of the necromancer's torso, pushing past rib bone and imbedding itself in the delicate organs beneath. He fell to the ground in an undignified heap, legs sprawled and hands grasping the arrow, his mouth opened in a silent scream.

Karliah moved towards her downed quarry and drew her dagger.

Before the man could so much as call for help, she buried the dagger into his neck until it pushed through the other side. He stared at her, but she looked past him to the path he had blocked not long before.

Her target within her reach, she withdrew her blade and wiped the blood on the necromancer's robes before venturing onwards.


Karliah wandered into the Thieves Guild headquarters, trying to play off her limp so as the others wouldn't find out. It embarrassed her enough that it had happened, she'd be mortified if others figured it out.

She walked past her comrades in the Ragged Flagon, offering them a small smile, and continued into the Cistern.

Her task was complete, the tome was in Maven Black-Briar's hands and soon she'd been in the comforting embrace of her cot.

"Karliah."

The voice wasn't loud, but it was commanding.

She turned and saw Gallus looking up at her from his desk. He often spent hours pouring over his latest plans, tonight was no different, and looked utterly worn, just like the tomes he often lost himself in.

He was older than she, in his late thirties, but hadn't lost any of his looks to the passing of time. His eyes were a startling green, unlike anything she had ever seen before and his short, wavy black hair was tucked neatly behind his ears. Next to her, his skin was stark white, but she was a dark elf and her skin reflected it. Gallus Desidenius was an Imperial, born in Cyrodiil but transplanted to Skyrim to find knowledge and fortune.

He had found both.

She enjoyed being around him. He was a scholar and always had something interesting or controversial to say. Every time they spoke, she hung on to his every word, for nothing he said was uttered lightly. Gallus was the type of man to never speak unless there was a good reason to, his years as a pupil of academia had etched that permanently into him.

He was handsome and intelligent, and every time he came close to her her heart beat fluttered and her palms became sweaty. On many occasions, dreams of him had haunted her waking moments. Some days, she hardly wanted to wake up for fear of leaving that dream. It was almost like a comfort, those dreams, as they wrapped around her like a familiar blanket.

"Gallus..."

Not that she'd ever do anything about the fluttering in her heart. He was her boss, her mentor and guide in all things and she valued the trust he placed in her too much to risk by making a wrong move.

She thought about approaching his desk, then decided against it for fear he'd notice her limp, "Yes, sir?"

"How did your job go? Was Maven pleased with your work?"

"Of course, when have I ever disappointed?"

As much as she enjoyed speaking to him, the pain in her leg was demanding to be dealt with. She wanted to retreat to the safety of her cot – and deal with the issue before anyone else found out.

Gallus smiled, "Come here, Karliah, I've found something in an old book of mine I thought would interest you."

She hesitated, "I...I really should retire for the night, sir. I've been travelling all day and am starting to feel it."

"It will only take a moment," he pushed, having seen her limp and wanting her to drop the act so it could be dealt with.

Karliah sighed and approached the table, her limp now more evident then before.

"Are you injured, Karliah?" He asked, already knowing the answer.

"It's nothing, sir." She answered automatically, her years on her own not allowing her to ask or accept help easily.

"Nonsense, it is clearly hurting you greatly," he gestured to the door to his room, "please...let me take a look."

Karliah swallowed the sizable lump in her throat. His room had been the site of many of her lust-filled dreams and the thought of going in there...well, it made her blood flow.

"It's nothing I can't handle -"

"Karliah," Gallus said sternly but not angrily, "please."

She sighed, defeated, then slowly followed him into his room.

She had never even seen the door to his room opened, so she had no idea what to expect. But she smiled when she entered, not at all surprised to find books and scrolls piled up high in every corner. There was a desk in the corner that looked like it had seen better days - an old book propped up a short fourth leg.

"Please sit down here, Karliah," he pointed to his bed, "I'll gather my supplies while you disrobe."

Karliah looked away from him to hide her blushing, taking a seat on the edge of his bed and nervously stripping her leather leggings off. The wound the necromancer had given her started on her thigh and continued to her mid-calf. The gauge had been deep, the result of a lucky strike on the necromancer's part, and she had bound it tightly with strips of linen before leaving for Riften. The linen was saturated with her blood now, and she dreaded their removal.

Before Gallus turned around, she made sure her blouse was covering her undergarments.

"Decent?" He asked, obvious to her needing time to cover herself.

Karliah struggled to find her voice, "Y-Yes sir..."

Gallus approached her with a tray of strange potions and herbs, many of which she had never seen before. She never knew him to be a healer, but then she supposed his years studying with various mentors had taught him a thing or two about the art. He sat them down on the table beside the bed and pulled up a chair.

He took one look at her wound and grimaced, "You're lucky to have made it back here with a wound like that!"

Karliah winced as he began unwrapping the linen that bound her wound, "It shames me to even admit I was dealt it in the first place, sir."

He nodded, his eyes glued to the task at hand, "That doesn't surprise me, Karliah. But you must not allow your pride to threaten you like that again - you could very well have died."

Karliah bit her lip as he unwrapped a particularly nasty strip of linen that had become stuck to the wound with her blood. Once pulled back, fresh blood began to flow from the wound and she feared it would ruin his bed.

"Sir, maybe I...shouldn't be on your bed for this..."

"Nonsense," Gallus said with a light chuckle, "where else would I make you sit? The cold, filthy ground? No, this is fine."

"But your bed -"

He glanced up at her, a kind smile on his lips, "You worry about such trivial things, my dear. Please, I assure you it is nothing."

Defeated, she sunk back into the pillows on his bed, a tightly clenched hand holding her blouse down in order to retain some of her modesty.

Gallus, for his part, was hiding his feelings remarkably well. A lesser man would have begun to salivate at the sight of such a lovely creature half naked before them. Her skin was dark, but more grey that stark black, and almost without flaw. Here and there he saw old scars, but they did nothing to lessen her beauty. She was long and slender, an exotic creature from the strange land of Morrowind and he was horribly smitten with her.

Though he doubted he'd ever reveal that to her.

They had grown close in her short time with the Guild, stolen from nobles and become agents of Nocturnal together, and to risk such a strong and true friendship on the pursuit of such intimacies was risky, especially given he had no idea if she returned his affections. She was many years his junior, but he'd not let a thing as trivial as age hold him back. No, all that held him back was the fear she didn't feel the same.

"Gallus?"

He glanced up at her, fearful he had agitated her wound in his attempts to help her, "Have I caused you further pain?"

She shook her head, "No...I...I just wanted to ask you something."

"Ask away," Gallus said honestly as he continued with the tedious task of cleaning the wound. He cared far too much for her to risk leaving behind even a speck of dirt that could cause her more pain further down the line.

Karliah twisted the hem of her blouse in her fingers, "Do you regret this life?"

He thought about it for a moment, recalling his honest years of learning, but then shook his head, "No, I do not."

"Not even once?"

He smirked, "Why? Are you having second thoughts?"

She had ascended through the ranks quickly and had been accepted into the Nightingales with himself and Mercer. Skill like her's hadn't been seen in centuries.

Karliah quickly put a stop to that idea, "Gods, no...but don't you ever wonder how different your life would be if you weren't a thief? Perhaps you'd be living quietly in the far corner of Skyrim, a wife and children at your side?"

"Hmm, no I don't think I could do that. It all sounds too...dull, too safe and expected. While I do not wish to ever sit idle, a family would be a small mercy in an otherwise ruthless world."

She smiled, not at all surprised he scoffed at the idea of being idle, of being without the rush of the heist.

"Do you regret it?" Gallus asked, interested to hear what she had to say while they were on the topic.

Karliah dug her nails into her good thigh as he prodded a particularly dirt-filled section of her wound, "No...not ever."

"Why?" He was surprised, if not relieved, to hear that no doubt in her voice.

"Because it's all worth it, the places I've seen because of my talents," she swallowed hard, "the people I've met..."

He looked up at her and was warmed to see the smile on her lips.

"Gods...her lips..."

She made him feel like a young man again, hard and determined to claim the woman he desired. He lowered his gaze, smearing a healing tonic into the section of her wound he had already thoroughly cleaned. When it came to her, he was willing to use every potion at his disposal to ensure she made a full recovery.

Karliah nibbled on the inside of her cheek, having seen how he reacted to what she said. She forced herself to try to relax her hands, "Where did you learn to tend wounds so well, Gallus?"

She was learning first hand that he had a remarkable talent for tending wounds without causing copious amounts of pain. It was like he knew were to touch and were to treat more delicately – a skill she wished all healers had.

"The College in Winterhold," he explained coldly, "I stayed there for a time...until I have overstayed my welcome with the Arch-Mage."

"Steal from him, did you?" She asked, though she already suspected the answer.

Gallus couldn't help but smile at the memory, "You know I have a soft spot in my heart for gemstones and well...he had a vast collection locked away in his quarters. I just happened to...come upon his key and relieve him of their burden."

She chuckled, "How long until he discovered them missing?"

"An hour," Gallus admitted, "he chased me from Winterhold to Falkreath before I finally lost him. Ever since then I've made it a point to avoid the College as much as I can."

"All that for a few small gems?" Karliah shook her head in amusement. He was determined, she'd give him that.

He looked up at her, and knew then he would infiltrate the most heavily guarded fort in Skyrim to steal her if she ever found herself locked away.

His sudden silence worried her, "Gallus?"

"Men have risked far more for much less, Karliah," he explained evenly, trying to keep his barriers up and maintained, even around her, "besides...I was young and stupid then."

"I'd never guess you to ever be stupid, Gallus."

He grinned, a dozen memories on the tip of his tongue that would prove to her just how foolish he had been in his past, but he kept quiet.

A few moments later, the wound was completely clean and bandaged with flesh, unsoiled linen strips. He tied them firmly, but loosened them when she gave a low groan.

"There," he said as he piled the empty potion vials upon the side table, "I declare you officially on the mend!"

Karliah sat up and admired his workmanship, "I can hardly say I regret putting off dealing with this, Gallus, you're work is exquisite!"

"Well, I won't promise you there won't be a scar but you'll give to earn a few more, I'm sure."

Scars didn't bother Karliah. Each told a story and this one would be her favourite, "Thank you so much, Gallus."

"You're quite welcome, Karliah," he dried his hands on his trousers, "now, you stay here for the night. I wouldn't want to move you and risk inflaming the wound."

"And where will you go?"

The extent of his kindness didn't surprise her but she didn't want to steal his bed from him so he could huddle up on the floor.

"Perhaps I will borrow your cot in the Cistern barracks for the night. It had been a while since I laid my head down with my fellow companions."

Karliah shook her head and tried to stand, "No, I can't let you do that -"

Gallus gently touched her shoulders, stopping her from moving any further, "You shouldn't be moving any more than you must, Karliah."

"I'm hardly going to deprive you of your own bed just because of some scratch!"

"Scratch?" He said with wide eyes, "You stumbled into the Cistern! Now, you're staying here and that's that!"

Karliah was nearly undone in by his closeness. His scent was more potent then the strongest liqueur Skyrim had to offer and the fire in her belly demanded action be taken. She told herself that life was short and chances had to be taken. The inner fight between fear and desire was ragging through her body.

Gallus noticed the bizarre look she was giving him and worried he had hurt her, even though he had barely touched her, "Karliah?"

His hand still on her shoulder, Karliah leaned against it, still unable to meet his gaze. His flesh was warm and strong against her cheek and she longed to feel more of it.

Slowly, still unsure if it was the right thing to do, Karliah reached up and trailed the tips of her fingers across his cheek. She wanted him so badly and yearned to feel his healing hands over her entire body. He had ignited such desire in her by simply tending to a wound...she wondered what else he was capable of doing with such skilled fingers.

He grasped her shoulders more firmly, "Are you alright, Karliah?"

Before he could say anything else, Karliah pulled him down by the scuff of his shirt and pressed her lips to his. His lips were rough and chapped, but that only acted to spur her on even more. She moved her lips desperately against his, trying to draw a reaction from him and get him to match her movements.

Gallus blinked in surprise, but then soon allowed himself to fall into the warmth of her lips – accepting the sign he had hoped for earlier.

He grabbed her chin, gently titling it down slightly so her lips would part and allow him access. She gasped as his tongue entered her mouth and began flicking her own. They danced together, not fighting for dominance but both eager from pent up desire.

His hand grasped her neck and he ran his thumb along the soft curve.

From her position on the edge of his bed, she had perfect access to what she desired most. She fumbled for his belt as he continued to assault her lips, needing to have the offending clothing torn from his body.

He gasped as he felt her slip the belt from the clasp and playfully nipped her lower lip before pushing her onto her back and straddling her hips. She looked up at him with curious eyes, but soon understood when his desperate tugs at her blouse began to tear the threads that held the thin garment together.

"Gallus..."

He pulled back just enough to allow her to hike her blouse up and over her head.

Gallus groaned at the sight of her. He was so hard it was verging on the edge of painful. In so many ways, he ached for her and he was desperate for fulfilment.

He snatched her hands as they clawed at his chest and pinned them over her head. He roughly kissed her as he slipped his free hand under the small triangle of fabric that covered her left breast and cupped her soft mound.

Karliah mewled softly, the feel of his rough hand on her sending bolts of lightning throughout her body. She bucked her hips and rolled her head back as he slowly flicked his thumb over her nipple, coaxing it into a peak.

Gallus watched her face the entire time, enjoying the silent gasps and moans that escaped her parted lips and the overwhelmed look in her eyes.

He pushed the fabric up and leaned down, capturing her tight bud between his lips and giving it a gentle suck. That gentle movement soon became rough and heated – much to Karliah's pleasure.

Karliah squirmed under him, pushing against him to free her restrained hands, "Gods, Gallus...have mercy..."

His lips left her nipple with a soft pop, leaving a sheen of saliva that quickly cooled in the damp air of the sewer. Gallus kissed her lightly and freed her hands, which she immediately used to hold him firm to her.

"I'll not show mercy, Karliah, for you have not..."

She buried her face in the crook of his neck, "Hmm?"

"Everyday you tempt me with your laughter, your smile...everyday I battle with the urge to kiss you then and there...so I'll give you no mercy, for I can't hold back any longer."

His hand returned to her nipple, pinching and pulling it until she was red and sore.

She clawed at his back, "You've no idea how long I've wanted this..."

Gallus smiled, leaning back yo look her in the eye, "If it's half as long as I've wanted you, then I feel your pain."

Afire with lust, Karliah began to tug at the buttons of his shirt, "Be rid of this now! I can't wait any longer!"

Gallus did as she commanded, stepping back off of her to pull his shirt up and over his head.

Karliah enjoyed the view, allowing her gaze to fall over his muscled chest and to the trail of dark hair that ran down his belly and under the waistband of his trousers. She wanted to touch him...badly.

She forced herself up and grasped the waist of his trousers, working the last clasp of his belt free and jerking them down. She drank in the sight of him, placing a loving kiss upon his stomach and moaning at his warmth.

He was red and warm, throbbing with a need Karliah could feel as she explored him.

Gallus groaned as she lightly trailed her fingers over the length of his cock. He ached with a fierceness he had never dared imagine. He gripped her shoulder, digging his nails into her skin as her motions continued on their slow pace.

His head rolled back, "Karliah..."

She flicked her tongue over the tip of his cock, teasing a strangled moan from him before taking him completely into her mouth. He was large, but she quickly found a pace that worked for her...and for him.

His heading spinning, Gallus held on to her shoulders as her tongue swirled around his cock. She bobbed her head up and down, licking and sucking him from base to tip until his toes curled with impending release.

With a sharp inhale, he urged her from him. His need was great, and he had been close, but he did not wait so long to be with her to spend himself inside of her mouth.

He feared proceeding though, lest he hurt her injured leg further.

Karliah knew is fears and quickly moved to ease them. Her womanhood was horribly wet and she needed his touch, "You'll not hurt me, Gallus."

He nuzzled into the crook of her neck, placing soft kisses upon her skin, "Mara strike me down if I do..."

Karliah's heart swelled and she embraced him as tightly as she could, "She will if you refuse to love me after all of this..."

Gallus chuckled but was still unsure of how to proceed. He loved her and wanted to claim her with as little pain on her part as he could. The wound on her leg certainly interfered with many of his fantasies but he wasn't about to give in to selfishness and claim her in a way that caused her distress.

The look in her eyes told him there would be more occasions in the future to act out their fantasies.

Karliah stared at him with heavy, lust-filled eyes as she hooked her fingers under the waistband of her bloomers and slowly lowered them. Gallus eased them beyond her knees and over her feet, tossing them into the dark corner of his room.

He leaned down to kiss the soft curls between her legs, venturing lower to tease the seam of her womanhood with his tongue.

Karliah's toes curled and she opened her legs, careful not to strain her injured leg in the process.

Gallus parted her with his fingers and ran his tongue up her sopping slit.

"Gallus!" She exclaimed softly as his tongue found the tiny bundle of nerves at the top of her slit and began tracing circles slowly around it.

She threw her head back, "Take me now...please!"

The desperation in her voice surging him onwards, he gently eased her legs open and ran the tip of his cock up and down her, drawing a long, low moan from her. He gave her a few teasing strokes before pressing into her opening, easing into her slowly to savour the feel of her.

Her body stretched as he entered, growing accustomed to his girth and welcoming him into her in the most sensual way possible. There was a dull ache there, as it had been a long time since she had been with a man, but it only acted to increase her want for him.

As he entered her, she let out a low moan and eased her good leg back more so he could get a better angle. Gallus smiled down at her and held her leg back until he was fully sheathed inside of her.

Karliah whimpered in sheer joy and relief.

She had almost given up hoping that he cared for her, and was in utter bliss at their union.

Gallus worked the garment from her chest, rolling it up over her breasts. He gently cupped her as he began to rock his hips into her, content to go slow so as to lessen the chance of hurting her.

They would have many more chances to be as rough as they wanted, right now, Gallus wanted to enjoy every twitch and hug her body had to offer. He eased her good leg up against his shoulder and put a hand under her injured one, giving him better leverage to delve deeper into her.

Karliah bit her lip as she rocked her hips in time with his thrusts, the sensation causing her to see stars that simply wouldn't vanish. He was striking a spot deep inside of her that sent shivers down her spine with every thrust.

Sweat beading down his chest, Gallus allowed himself to move a little faster, but still not roughly. He rolled his hips into her with increasing desperation, his end nearing.

He leaned forward to kiss her neck and let out a guttural groan as her muscles clamped down on his cock, sucking him back in every time he withdrew even the slightest. He nipped at her ear lobe and roughly groped her breast.

Karliah felt the air being sucked from her lungs as her body trembled with the weight of her climax. She scratched his sides as she came, her mouth opened wide in a silent scream.

Gallus followed her into bliss soon after, spilling his seed inside of her despite his best efforts to withdraw. She was a drug, more powerful than skooma, and he'd no sooner give her up for all the gold in Skyrim.

Completely spent, Gallus rolled off of her and struggled to catch his breath.

Karliah recovered sooner, and was gathering her things when he stopped her.

"Where are you going?" He asked sadly as he gripped her arm.

She raised an eyebrow, sadness painted across her face, "I thought you'd want me to leave now..."

Gallus's pain was evident and she regretted the words as soon as she uttered them.

He pulled her back onto the bed and held her tightly to him, "Gods, Karliah, I never want you to leave me. Do you understand? Never."

His sincerity shook her and she rested her head on his chest to hide the tears that were threatening to fall, "I swear I won't."

"Good," he said firmly, "for you're the only one I feel safe around, Karliah, the only one I can let my guard down around."

"Don't say that," she whispered, "you need to stay safe and aware, Gallus."

He propped himself up on his elbow and looked down at her, his love for her reflected in his eyes, "But I will, and I will say it again if I must. I'm safe only -"

She silenced him with a kiss and he dropped the issue, more content to kiss her than argue such trivialities.

Later that night, when all the Guild was snoring, Karliah laid awake beside him as he slept. She gently toyed with the dark curls along his chest and prayed to both Nocturnal and Mara that the moment would never end.

Twenty-five years later, she would look back on that moment and curse herself for being so foolish. Twenty-five years later, she would love him just as passionately, even in death. She would count down the days, like the loyal lover she was, until she saw him again in the Evergloam.

"One, two, three, four, five...one, two, three, four, five..."