I do not own Hellsing, or any of its related characters, this is a fanfic.

Walter briskly walked down the stairs towards the lower floor of the manor, he paused at the kitchen to drop off the tray and then decended yet another flight of stairs to the sub levels.

He made his way deep into the cold darkness until he came to Seras room. It was a thick heavy door situated down the same passage as Alucard's chamber.

He knocked softly on the door, the knocks resounded in the chamber beyond but beyond that there was nothing. Walter shrugged, she must be out somewhere. He decided to have a

little check just in case he was wrong. He gingerly opened it and stepped in, shutting the door behind him as he entered. The room was a little spartite, it held the barest essentials that

Seras would need. He wondered if she liked it, or if she had been ordered not to change it. Alucard sneered at the notion of 'human comforts' and his own chamber was only just

furnished enough for someone to realise it was in use.

He advanced further into the room, he heard a little mumble from the corner of the room. Walter checked it out and paused, a slight smile on his face. Seras was lying down in the coffin

sleeping soundly.

He lingered over the coffin, unsure of whether to leave the girl to sleep and come back later, of course he wasn't sure how his master would take that... no it was probably better to wake

her so as not to keep Sir Integra waiting. As he leaned over to shake her awake gently he was captivated by how good she looked even in the dim light of room that hid so much in

shadows. She must have recently taken some refreshment for her skin looked positively luminous. she looked very alive for a vampire, though it was just the blood being digested through

the system that gave the impression of a flush on her cheeks and made her lips a touch pinker than they normally would have been. He could smell soap and scents on her as well, he

suspected he'd probably just missed out on her stepping out of the shower.

She sighed again and squirmed to get comfortable, he noticed just how interestingly her chest moved... he felt a wave of desire creeping up on him again.

He swallowed and tried to repress the mental images that swarmed through his mind; god it was just like being a teenager all over again... but he was an old man he reminded himself,

and this feeling was wrong.

Well it should be he thought but it isn't to me.

"See sumthin' you like, eh?" a heavily accented voice spoke from behind him.

Walter turned on his heel to see the essence of Pip Bernadotte scowling at him. This wasn't the mortal man but rather the soul or life force of the former mercenary. Walter was surprised

at his presense for normally familiars could not come and go as they pleased, perhaps it was because she was asleep?

No matter, Walter bowed politely at him "I just came to wake her Captain." he said pleasantly.

Pip snorted "Yeah, of cours' you did. Take your sweet time doin' it too." he said sarcastically as he lit up a cigarette that he seemed to be able to retain even in a spiritual form.

Walter blushed "Can I help you Captain?" he asked a little tightly "because if I can't help you, would you mind leaving me alone?"

Pip glared at him "I'm not goin' anywhere, and you leave 'er alone. Don't touch 'er."

Normally Walter would have obliged for an easy life, but the mercenary was annoying him, it seemed everyone was out to limit his options these days and tell him what to do. He fought

an anger that was building inside of him, he tried to repress it. Counting to ten in his head and letting out a slow sigh through his nose he reminded himself that he was still under

suspicion by people like Pip.

"You know Captain," he said in an attempt to change the subject "In eighty percent of all relationships being too possessive is interpreted as distrust which is quite damaging in a young

couples relationships. Especially in the early stages."

Pip snorted. Walter smiled; he knew Pip didn't have as close a relationship with Seras as he was implying.

"I trust Seras, I don't trust you." Pip said.

Walter's eyes narrowed "I beg your pardon, I didn't quite catch that?" he replied softly.

The Frenchman dropped the smoking cigarette to the floor and scuffed it out, when he raised his foot the butt was gone as though it had never been.

"I said, that it's not 'er that I don't trust. It's you." the mercenary indicated with a hand to Walter's household uniform "No matter what you say, you're still a turn coat. You'll always be a

turncoat."

Walter went cold. The Frenchman had stuck a nerve in him there and it hurt. "How dare you say that...!" he hissed angrily.

"'Ow dare I?" Pip echoed with a laugh "Oh of course, I must be mistaking you with another Walter! One who tried to kill Mister Alucard because he wanted to see if he could, a different

butler who self proclaimed his intention to kill everyone! Does that sound familiar to you Walter?"

Walter looked down at the floor.

"I was not myself. I was chipped."

Pip smiled unkindly "Yeah? Seras said as much, but I don't buy it Walter. How can we believe anything you say?" he leaned in closer "Who's to say we may not still 'ave one more Nazi to

kill?"

Walter's frayed temper snapped, he could stand the accusations because they were true even if he'd not intended for them to happen. But he would not stand here and be accused of

being a Nazi. Not by this trash.

He turned and opened the door to the room. He tried to breathe normally but his breath wouldn't come easily, his chest was tight with anger and hurt. Betrayal was not easy to live with

and teh accusations hurt him. Not a few days ago he'd have been trusted with anything, but now... now there would never be that level of trust again. It was like losing a limb for the

Butler, and the phantom pain would not stop in his chest. Were he not already dead he would have believed he would be dead from shame by now.

He turned to look at Pip, the frenchman had a smirk on his face. As though he'd won some kind of victory over the butler.

Seras. It was all about Seras... Walter felt furious. This petty little man was mocking him and all because he couldn't score with his own Master.

Walter clenched a gloved hand into a fist and grabbed the mercenary. Caught unaware Pip didn't have time to react and Walter's threw him into the hallway, he charged after him and

shut the door swiftly so as not to awaken Seras.

His gloved hand collided with Pip's mouth. The Frenchman reeled and blood trickled from his split lip. The familiar staggered and gaped in shock as he touched his fingers to his lips, raised

the gloved hand and stared at the blood on his finger tips. Walter stood breathing hard, staring into Pip's eyes.

The mercenary's eyes smoldered with anger and with a snarl he pulled out the firearm from his side and levelled it at the butler.

There was a resounding crack and Pip let out a strangled cry and dropped the gun as he clutched at his arm. The jacket was torn and blood soaked into the material from the elbow all the

way up to the shoulder, Walter flexed his fingers and whipped his hands up, making the wire he'd just thrown jerk back towards its owner and swept the Frenchman from his feet in a

move that left him sprawled unceremoniously onto the cold floor.

"I don't give a toss what you think" Walter whispered fiercely as he advanced, his ancient face was tight with anger and the light glinted dangerously from his monocle "And I don't think a

dead man who fought for money has a right to lecture me about loyalty and honour. You barely know the meaning, so you can shut your mouth." He glared down the end of his nose at

Pip who was groaning in pain on the floor.

Walter felt good, in fact he felt really good taking his anger out on Pip. He felt his body shifting and changing, filling out with the muscle of youth. The giddy rush of adrenaline pumped into

his system and he realised for a moment how very powerful and in control of this situation he was. He decided to give in a darker part of himself, and really teach this arrogant man his

place. After all, he deserved it for what he'd just said.

Integra sighed in frustration in her office. What the hell was taking Walter so long? For a half second she wondered if Walter and Seras were defying her orders, but she waved the notion

aside. Walter wouldn't disobey her, not after she'd warned him there would be no more chances.

Unseen by her Alucard watched with a grin.

The nosfiratu lowered himself down through the levels of the house, reappearing in Seras room. His subject opened her eyes and blinked in confusion. She looked around and when her

eyes met his she sat up in her coffin.

"Master!" she said "Have you been there long?"

Alucard favoured her with one of his sexiest grins "Long enough Police girl."

She blushed "Erm.. well. Can I help you?" she asked nervously.

Alucard shook his head "No. But you should go back to sleep. It's nearly daybreak."

He watched her close her eyes and settle down again. He could have told her she was needed and saved Walter a job, but he didn't. He wanted Walter to do the waking. He looked out

with his third eye and resisted the urge to laugh at what he saw. Walter was outside dealing with the mercenary, and he could see the intentions within Walter's mind.

He noted with interest that something was developing inside of Walter, something had been let out by the taunting and revelation of the French mercenary, or perhaps it had been there

since Arthur and had been locked away for years. It was dark and rebellious; and like a fire it was growing bigger and more fierce as it was fuelled by the butlers resentment and anger.

Alucard recognised this was a dangerous development in someone like Walter; it could make or break a man, and it would happen sooner rather than later.

But Alucard smiled despite the threat to his old friend, Walter was a grown man and he needed to face such things alone. Either Walter would give in to the darker nature that was within

him or he would resist it and remain his old self. Man or Monster. Both were fine by Alucard, it meant Walter would remain the way he had always been, or that Alucard would soon have a

kindred spirit.

Now to sit back and enjoy the show. He faded into the wall and returned to his throne. He lifted a goblet of blood and sipped at it with a terrible smile. He should have been concerned for

his old friends welfare and feelings, but he simply didn't have that ability within him anymore. He was a monster after all.

"Why I thought a cheese eating monkey like you had the wits and experience to protect Sir Integra and her interests I cannot fathom." Walter sneered at Pip as stood over him "Now

then, I want you to remember this; if I'm a loose cannon as you suggest, then this is a very bad time to test that theory. Alucard is at his weakest, I have been assisting Sir Integra in a

daily basis and now retain a certain level of trust from her. Think of all the things I'm capable of for a moment, do you think you could stop me?"

Pip snarled "Seras and I would stop you if you tried anything!"

Walter's eyes narrowed and he looked over his shoulder to the closed door of Seras' room.

He turned back to her familiar who was now crawling to his feet. Walter stepped over and kicked him in the stomach, making the familiar gasp for air. Walter then placed his boot on Pip's

throat.

"I don't think she could, she doesn't have as much experience at fighting as Alucard and myself. But I wouldn't have to kill anyone Mr Bernadotte; I'm old and I know a lot about pain.

They'll never have experienced such agony and believe me even the dead can still feel pain; why do you think ghouls moan so much, why do you think vampires scream when they die for

a second time?"

Pip, struggling against the boot on his throat gasped "I'll fucking kill you if you try anything, Walter!"

Walter grinned nastily at Pip and pressed the heel down harder, "Feel free to try, better men than you have and they lost. Would you please wait here whilst I wake Seras? Thank you."

He whipped out his hands a second time and the wires bound Pips arms and legs together, the butler twisted the wires in his grasp and flicked another out which snaked around Pip's

neck above the boot that was pressed against it. He clenched his hands into fists and the wires bound hard, Pip gasped desperately behind him, unable to speak or even draw breath.

That would keep him quiet.

Walter winked and opened the door, keeping it slightly ajar so he could manipulate the wires as he walked over to the coffin and leaned over pressing his mouth down onto Seras soft

lips.

The girl responded slowly, mumbling a weak protest at the kiss. She frowned as she opened her eyes a touch. "Master...?" she asked sleepily, Walter wasn't sure whether to be flattered

or offended at the comparison. Her eyes widened in shock at the sight of Walter, whites showing all around the deep blue orbs.

"Walter!" she gasped "What.. what are you doing?"

The butler grinned and he concentrated for a second, making his body even more youthful, back to when he was truly in his prime. He stood over her, youthful and glorious. His chest was

revealed by a slightly opened shirt and an unbuttoned waistcoat.

Seras swallowed hard as she stared at him, and she clenched her legs together hard, reminding herself of the trouble this had gotten them both into. What was Walter thinking, taking

such bold risks?

"B- but you can't do this!" she squeaked and blushed as Walter grinned like a Cheshire cat and stroked her cheek.

"Can't I, my dear?" he asked innocently, moving his head down so he could catch her gaze.

Seras stared into his eyes, trying to fight the voices that whispered how attractive the man was...

"What about Sir Integra's orders?" she protested.

Walter chuckled "Yes. She said to pretend our last encounter never happened. That we were never to drink wine again and I was to recall I was an old man. We were to be friends and

collegues but no more." he moved into closer, so his face was close to hers and he purred "But unfortunately I also recall a certain statement of hers that declared me unfit to be her

butler when I fought against you all in London. Now she's not officially reinstated my position as her butler, which means until she does I am not officially obliged to follow her orders. Do

you see my dear?"

Seras went cold, this was wrong.

"Walter, what's wrong with you?" she whispered "You're acting so strangely!"

Walter leaned in and pressed his lips onto hers, his tongue invading her mouth. She cried out in shock but couldn't pull away, confined as she was in her coffin still.

Walter pressed the kiss harder and eventually he pulled away. "Ahh! Now that was quite a kiss Seras!" he gave a boyish laugh.

Seras was now definitely scared. Walter wasn't behaving normally.

"This is a trick, right?" she begged "Tell me that Master's put you up to this!"

Walter looked at her with a sly smile "Oh no, Seras. I'm quite serious. I do believe I'm infatuated with you! Now don't be scared, I know this is sudden." he said with a placating gesture

and he backed away "You're a very beautiful young woman. Now if you don't like me in the same way I can accept it, but I don't wish to continue living a lie anymore, I am not an old man.

Walter Dolneaz is dead. But Walter, the Angel of Death, is very much still in this world and he is as youthful as his needs require him to be."

He raised her hand and kissed it. Seras stared, amazed and stunned by his speech.

"Now with that out of the way, Sir Integra has need of your services my dear. We mustn't keep her waiting." he prompted with a charismatic smile.

As he walked out he saw his wires were limp. Pip must have opted to dissapear back into Seras at some point. Walter had no familiar but he suspected as he and Alucard went on missions

he might yet gain a few. They'd be helpful in completing his missions. He felt in need of enlightenment on the subject so he jogged up to the heavy metal door that opened into Alucard's

cell. He kicked it open and called out "Alucard, I need to ask about..." he paused. The room was empty. He scowled but shrugged off the disappointment.

He returned to his master upstairs. Integra glared at him.

"You were a long time Walter." she said in a sobering tone.

Walter bowed "I'm so very sorry Ma'am, was there something you needed?" he asked in a concerned tone.

Integra leaned back in her chair and looked at him through her spectacles.

"No." she said at length "But I'm curious. Indulge me Walter, why were you so long" she pulled out a cigar and waved it at him "and why have you addressed me in such a fashion?"

Walter looked down, he still looked like a twenty year old. "Oh!" he said "I'm sorry Sir." he aged his body "It won't happen again. It's just easier to manage the stairs as a young man

rather than an old man." he lied.

Integra looked pityingly at him "Was it so hard before?"

Walter bowed his head "Not so much, but it's still easier as a young man."

Integra thought about it "Well I suppose that makes sense." she admitted, but her eyes didn't hold the same belief.

"Walter tell me honestly, do you like Seras?"

Walter paused, he'd told a lie and Integra wasn't a fool. He admitted the truth.

"I do Master." he said "I know I shouldn't, but I do."

Integra sighed and lit her cigar, drawing deep upon it before exhaling slowly.

"Thank you for your honesty. That will be all Walter."

He was surprised, he'd expected more of a reaction from Sir Integra. "Yes Sir." he turned and went to leave, at the door he paused and looked back.

"Sir, may I ask a favour?"

His Master looked up from her desk.

"Would you object to me remaining as a younger man outside your presence?"

Integra groaned but after a few seconds she sighed "Since you'll pester me until I concede then yes. But you're to be an old man in company and an old man around me. Understand?"

He bowed gratefully "Yes Sir! Thank you Sir!"

He closed the door.

As he walked away, free of his duties for the night, a rather curious urge pricked at him. He looked quickly over his shoulder; a needless precaution for there was no one around to see his

behavior. He concentrated and returned to his young form. Free of the restraints of old age he sprinted down the corridor and made his way up to the roof. Lightly running along the tiles,

a light breeze ruffling his clothes and hair, Walter made his way over to the far side of the building where he hoped he would not bother Sir Integra with a distraction. Finally there he ran

a full pelt towards the edge of building and leaped off the edge.

A the wind whistled in his ears for a moment, Walter had the sensation of free falling. He let out a wild laugh.

"Yeeaaahoooo!" he cried out as he rejoiced in his youth and freedom.

He landed in a perfect crouch, the impact jarring his arms and legs. He rose and lit a cigarette.

Behind him a menacing laugh came from the garden. Alucard strode out.

"Beautiful night, right Walter?" the No King asked pleasantly.

"Yes." Walter agreed, with a smile that was equally terrible as it was charming. It revealed fangs as sharp as Alucard's own.

Alucard thought

things are about to get very interesting around here.

Please R+R.