On his way home from the brothel, even just thinking about spending the night alone in his dark, empty apartment after what he had just went through sent Levi into fits of panic, and he had to walk along quickly, praying he wouldn't attract the attention of any passersby. Though the night was warm, he just couldn't stop shivering, and he still felt extremely queasy. Also God only knew what time it was, and wandering around at night on these streets was making him feel even more anxious than usual.

This wasn't good, this was far from good. He hated these panic attacks with everything he had, for nothing was worse than feeling like you were dying and there was no one there to comfort you through it. His chest still hurt and his legs were still tremoring, barely able to help him take the necessary steps forward out of the alley. He didn't want to go home, oh no, no he didn't want that. He didn't want to be alone during this, even though he had spent many of them alone before, having no choice but to in the past. Hanji was all he had left now that his parents were gone, and she lived too far away for him to just walk there like this. Besides, he would feel horrible bothering her this late at night. But if he went home, he would just pace across his floor all night, or feel the need to come back outside and walk until his legs couldn't carry him another step. He bit his lip, holding down a groan of frustration.

It was at times like this that more than anything, he desired a strong, safe pair of arms to hold him, a chest to bury his face into so he could hide from the world, and a quiet voice to put good images in his head so that he had something else to focus on rather than how out of control he felt. More than anything…someone, anyone. He just didn't want to be alone anymore. Being in the dark and being alone where his own personal nightmare come to life, and if he didn't get off these streets soon…

Suddenly, a thought occurred to him with so much force that he actually stopped for a moment in the middle of the cobblestone street. But no, he couldn't. He just….but, he really, really didn't want to be alone right now.

Still, a traitorous little voice kept whispering to him that Eren's place might be a nice place to crash tonight.

The more he thought about it though, especially to his terrified mind, the better it sounded. Even better, he figured the mansion itself would be locked up at that point, so he wouldn't have to actually bother Eren or his family, though a small secret part of him fantasized about climbing into the boy's bed and curling up against him. He was sure if he felt his warmth and focused on his scent, his panic would diminish in no time. But of course that was as unobtainable as believing that he would actually become a successful author. However, he reasoned with himself, he could probably at least sneak into the Jaeger's stables and seek refuge among the animals. That might not be so bad either, and he supposed the company of creatures was better than nothing.

So, without even realizing that his feet were indeed already taking him in that direction, Levi began to head to the Jaeger's estate. To anyone who happened to be looking outside their window, he looked like a lost soul, a ghost moving awkwardly along the lamp-lit streets, steadily putting one foot in front of the other until he found his salvation. Though the mansion was far, it wasn't as far as Hanji's place was, and luckily just as he crossed that threshold from inside of town to the glossy green hills of the countryside, he could see it rising up out of the dark, practically holding its arms out to him, begging him to fall into them. However, just the sight of it gave him the strength he needed to cover that last bit of distance towards the estate, and in no time, the barn greeted him like an old friend.

Praying that none of the barn staff were in the barn itself, Levi managed to pull the heavy door open just enough for him to sneak in before pulling it closed behind him. It was rather dark in there of course, and he didn't dare to turn on any of the lamplights. So, he felt his way around, allowing his eyes to adjust to the dark and relying heavily on the moonlight that was shining through the numerous windows. Eventually, he reached his destination, which happened to be Eren's art studio slash dog kennel, figuring if he couldn't see Eren that night, being surrounded by some of the things he loved the most would be a good second. However, the moment the dogs heard his footsteps clicking against the hard floor, they roused themselves and began doing small, warning "boofs" that threatened to turn into full blown barks. So, Levi quickly hurried over to their kennels and began to shush them, leaning over their short stall doors and putting his hands in so that they could sniff him.

"Shh, puppies be quiet, it's just me," he whispered loudly. "Don't bark, please don't bark. I don't need the staff throwing me out, it's okay."

Once they recognized his voice and smell, their demeanor changed immediately. Their ears went flat against their skulls and their tails began wagging, adults and puppies and all, all of them hopping up on their doors, nails scratching the wood. He laughed softly, the panic subsiding the tiniest bit in his chest and he went from kennel to kennel, leaning in and petting each one, accepting the kisses on his hands as they all begged for attention.

"You guys don't mind if I spend the night with you tonight, do you?" he asked. When their tails continued to wag, he continued, "Alright, who wants to have me as a roommate then?"

He made his way into Willa's kennel, and before he could even shut the door behind him both she and her puppies were crawling up his legs. He laughed as he latched the stall door and carefully made his way in, though it was hard not to step on anyone as they were so underfoot. When he found a dry spot to lay down on, he kneeled down, and they all nearly lost their minds, jumping up on him with their tails wagging a mile a minute. A few of the puppies already began tugging on his clothes, squigging his sleeves.

"Not tonight, it's too late to play," he told them gently. That didn't stop them from trying to get him to though when he laid down fully in the soft sawdust. They crawled all over his body, licking his face and being as annoying as little gnats, making his scrunch up his face and insistently telling them that it was time to sleep. Eventually, they seemed to get the message when he ignored them for long enough, and when they calmed down, they all curled up around him, becoming several little white piles against his chest and near his face, Willa even crawling up to drape herself on his side. They kept him warm through the night and reassured him with physical contact, and even though it took him hours to even start dozing, the comfort that they provided him with was immeasurable.

And that was the position that Eren happened to find him in when he entered the barn just a few couple of hours later, right as the sun began to appear over the hills in the distance.

He entered his studio as he usually did, carrying his own recipe for dog kibble and shaking it around in its container, making the food rattle around. He called out, "Hey pup pups, who's hungry?" and Willa's kennel happened to be the one he stepped into first. Of course, he was definitely not expected to find a person in there, and he started at first, heart jumping into his throat. He calmed down though when he processed the person's face, and then became concerned of course when he figured out that Levi was indeed here laying in his dog's kennel instead of in his own apartment.

"Levi?" he called just loud enough to hopefully rouse him. "What are you doing here? Are you okay?"

At the sound of Eren's voice, Levi jolted awake, sitting up before he was even fully conscious. At the change in position, his head started pounding, and with a groan he pressed his palm against his forehead, squeezing his eyes shut with a soft groan. Seeing that, Eren put the food down and joined him inside of the kennel. He knelt down beside him, wrapping his arms around him and pulling him against him. Levi's head only pounded more when blood filled his cheeks at the close contact, but at the same time, he couldn't help but lean into it ever so subtly, mentally trying to erase Lottie's touch and replace it with Eren's. His mind filled with his fantasy at the brothel, of having Eren between his legs and sucking him off, and he bit his lip. Surrounded as he was by the boy's musky scent, feeling his warmth bleed through his clothes and permeating his skin, he found himself groaning again as blood delicately began to pulse and settle between his legs. However, luckily, it was easy enough to pass off the groan as another sound of pain, and he found himself leaning a bit more heavily against him.

"Sorry," Levi said hoarsely. "I had a bad night. I didn't want to be alone, but I didn't want to disturb you either, so I came in here."

Eren was silent for a minute as he, contemplated what he had just said and, bless him, began to pet Levi's head, running his fingers through his hair, as if to soothe the headache he suspected the older man had. It wasn't totally false; thanks to his severe lack of sleep and still shuddering nerves, he felt like he had a hangover, despite the fact that his traitorous body also thought that just because Eren was touching him so innocently that it should prepare him for sex as well. It was sad that that was how infatuated he was with Eren and how desperate he was for any small touch, that even having his head petted while he felt ill was arousing to him. He shifted, pressing his legs together.

"You poor darling," Eren cooed, and oh, Levi's heart fluttered like mad. "You could have come in, you know. I would have fixed you up with a bed."

Could I have gotten in your bed? Levi wondered to himself. "I'm sorry." He tried to ignore how his heart pounded a little harder at the fact that Eren had called him "darling," something of course male friends simply didn't say to each other. It was an odd thing to say to him, but he certainly wasn't going to correct him.

"No, no, now shush, I won't hear any of that. Come in right now. I'll fix you some breakfast and you can have a shower. You smell like dog and cigars and perfume. Heavens, were you out partying last night?"

He began to help him up, Levi leaning heavily against him, partially because he felt dizzy, and partially because it was physically impossible for him to separate himself from that comforting warmth. "It wasn't a very fun party," he said wryly once they were standing, one of his arms slung over Eren's shoulders. Eren rolled his eyes.

"Of course it wasn't, because you weren't having it with me in my barn. Those are the most fun parties," the boy explained.

He then gently guided his older charge out of his studio and into the front part of the barn, one step at a time, Levi being thankful above all else that Eren didn't ask questions. He might have wanted to, but he could tell he wanted to get Levi settled and comfortable far more than satisfy his curiosity about what had made him so upset that he would rather sleep in a dog kennel than his own bed at home. They did get some odd looks from some of the barn staff, but they wisely minded their own business, cleaning out stalls and feeding the horses. He did hear Eren ask one of them if they wouldn't mind putting kibble in his dogs' bowls and that he would be down later to take care of the rest of their needs, but other than that, all he could focus on was his pounding head and his awkward arousal in spite of the fact that physically otherwise he felt miserable. This was awful. Was he so deprived of physical contact and desperate for Eren's touch that even something like this was enough to make him beg for the boy to slam him against a wall and kiss him until Levi was seeing stars? When having a woman suck him off the night before wasn't enough to so much as raise a tiniest bit of interest in him?

He really was a sinner through and through. He knew this, and yet why was it so hard for him to accept?

Levi sighed, deciding he would ponder it when he could actually think straight. Right now, he would just accept Eren's comfort. He let himself be led into the main house, too tired to feel embarrassed about the fact that his miserable plebian self was touching the fancy floor of the mansion. Well then, that's how he knew he was well and truly exhausted, that and his vision was beginning to pulse black around the edges.

"If it's all the same to you, I'd rather go straight to bed for now," the older man found himself muttering. "I'm too tired to eat."

It obviously wasn't a total lie, but he left out the fact that his nerves in his chest and stomach were still acting up far too much for him to even think about keeping about keeping anything down. Eren smiled down at him, benignly. Did he know that Levi wasn't telling the whole truth? Most likely, he seemed pretty perceptive. But still, all he said was, "Alright then. I'll find something more comfortable for you to sleep in. We can save the shower and the meal until later. I know how it feels to be so exhausted you can barely stand yourself. Come now, just a little further."

Levi grunted a response, barely aware of what happened from then on. He vaguely remembered passing through a single large door, of Eren sitting him down on a bed, and then him blinking. He didn't remember Eren leaving the room, or him returning with a night shirt, and when he heard the boy ask him if he was alright, it sounded like he was speaking underwater. Feeling himself sway, he barely had enough consciousness left to change, not registering that Eren was indeed still there as he removed his clothes and put the shirt on. He didn't notice the boy's reddened face, nor his halted, mumbled instructions for Levi to get into bed before he passed out because Eren didn't want to have to drag his body up to the bed himself. Well, Levi didn't need to be told twice. Eyes feeling heavier than cement blocks, he pulled his heavy self towards the open blankets and collapsed, head luckily landing on the pillow. He didn't even notice when Eren pulled the blankets over him, but he did notice when his back began to retreat from the room, and upon noticing that, he was pushed into a partial harsh awareness that was almost painful and made his anxiety flare.

Without thinking, he found himself saying, "Wait…please stay. Just until I fall asleep. I can't- I'm sorry, I can't be alone right now."

Eren turned around slowly, his expression open with surprise, but it was only there for a moment, before his usual smile returned, and he answered, "Of course."

Levi watched him sit down on the bed near his feet, and kept his eyes on him right until they closed. He did notice briefly that the boy was staring at the wall across the room, and was he seeing things or did his body look more stiff than usual? Unfortunately, he was asleep before he could fully process, question, or come to a conclusion over the reason for his body language. His breathing evened out in the space of five minutes, and soon he was so deep in sleep that Eren could have shouted across the room and Levi wouldn't have heard him.

Once he was certain his friend was out cold, Eren still didn't move, didn't even look at him. He began bouncing one of his legs, feeling that he should definitely leave, as Levi didn't need him there anymore, but something kept him rooted to that bed. That something was the occupant of the bed, of course. What if he woke up the moment he stood up? He had seemed so unsettled when Eren had first found him in the barn, so afraid…no, he couldn't resist moving just yet and risk him waking up and becoming scared again. Whatever had happened to make his friend that afraid, or whoever had done that to him, oh, Eren would fix them good.

But that wasn't the only problem, he realized rapidly. The other reason, well, he tried to resist for as long as he could, but unfortunately his eyes couldn't help but be drawn to Levi's sleeping form. And oh. Oh. Levi was far, far beyond beautiful as he laid there in that bed. He was positively angelic, otherworldly. Eren felt his heart skip a beat as his gaze traveled up and down his body, from his toes to his head, following the dips, curves, and peaks of that small body. It didn't help that Levi's rear was closest to Eren, the roundest part of it pushing against the thin blankets, looking sinfully soft and begging to be touched. The boy took a deep breath to steady himself, for far more attractive was his friend's deeply relaxed face. His expression was smooth, lips parted, and with all the tension gone from him, he looked like a young school-aged boy once more. He was so precious, all wrapped up, safe and warm, in Eren's home. So special, and he looked so very vulnerable. He felt a surge of protectiveness flood through him, along with something far more sinister.

Desire.

Eren was very much attracted to men, just like Levi was. However, the difference was that he had come to accept that part of himself many years ago. When you were gifted with money and privilege, somehow, it came easier, as he could get away with many more illicit activities that allowed him to explore his sexuality. He was able to meet others that validated his feelings and let him know that he wasn't alone, so while he knew it was wrong, he found himself not caring nearly as much as he should. However, Levi was an innocent; he couldn't involve him in his world. But, from the minute he met him at his father's party, Eren knew that might be impossible to accomplish. He was helplessly enthralled by the older man, deeply so, more than he had ever been by anyone he had ever been involved with. It was already terribly difficult now to resist him when he was so close. He sighed again, standing up, figuring he should leave the room before he did something stupid, like touch the warm skin of Levi's face or hand, just to see if it was as soft as it looked.

Yet, before he could leave the room, he heard Levi give a tiny moan, perhaps sensing that his friend was indeed leaving. And the sound was so pitiful that it froze both Eren's body and heart. He turned back around, seeing that the other man's forehead was wrinkled with worry, and following his sympathy, he returned to his side and began running his fingers through his hair.

"Shh, shh," he whispered. "You're not alone, Levi. You're not alone. I'll protect you from now on, sweetheart."

What was with him? He never used these cute pet names with anyone, unless they did something that endeared him to them, and they were almost always men. Men he was attracted to. He shook his head at himself. No, he couldn't involve Levi in his lifestyle, as it was quite dangerous, though it shouldn't be. What were he and his friends hurting, really? Still, he couldn't help but let his fingers linger a little longer. His whole hand tingled and his blood thrummed. Levi's skin was so warm and soft, and soon he grew quiet again and a small smile appeared on his face as Eren stroked his cheek, and oh, the boy clutched at his chest right over his heart. It was too cute, too much for him to stand at that moment. He had to leave, had to leave right now, the affection he felt was too much for him to contain.

He had to leave the room before he leaned over and kissed him.

Snatching his hand back, Eren held it against his chest and without a glance back, he left the room. But even when he was on the other side of the door, he couldn't erase the sight of Levi's peaceful face from his mind, nor the feeling of his soft hair caressing his fingers.

Eren squeezed his eyes shut as his own helplessness registered. He was in deep, so deep. And he didn't see a way to get out of his infatuation with his friend.

000

A few hours later that Eren tried to fill with taking care of his dogs and riding one of the horses managed to dull the fire of his attraction to Levi for a bit, but the minute he put his horse away and knocked on the other man's door, the fire flared right back up just as strongly when he caught sight of him sitting up on the edge of the bed. The bright sun of mid-afternoon was streaming in through the open window, illuminating him in a soft glow. He was stretching and yawning, his hair tousled, looking sleepy, windblown and warm. He ran a hair through his hair, pushing it out of his face, and then rubbed at his eyes. He yawned again, tears forming in the corners of his eyes.

Eren stood there in the doorway, shutting his eyes against the little explosions that were going off in his entire being at the sight. Levi was just too adorable without even knowing. It was going to be far harder to resist him than he thought.

The other man didn't even notice that he was in the room until he heard the clicking of Eren's shoes on the polished floor as he made his way towards the bed. When he looked up at him with half-lidded, heavy eyes and a tired little smile on his face, the boy felt his heart throb in his chest.

"N'afternoon," he said softly.

God don't make me kiss you, Eren thought, and then said out loud as brightly as he could, "Well good afternoon, Master Ackerman. You slept well I take it?"

"Very well. And yet for some reason I'm still so tired," he admitted, leaning his body against the boy's.

Okay, now he had to be doing this on purpose. Eren's heart skipped more than one beat when he registered that they were now touching from shoulder to thigh, Levi's body indeed very warm with sleep, that heat bleeding through his thin nightclothes and even through Eren's clothes, settling into his very bones. Levi probably wasn't very aware of what he was doing though, half asleep as he was. He sighed, clenching his fists at his sides, holding himself back from brushing some of that hair out of his face and tucking it behind his ear.

"Well, perhaps you'll perk up if we get you something to eat?" he suggested. "Follow me to the kitchen. I'll make something for you."

"Mmm, or I could make something," Levi tried to argue, but the boy wasn't having it.

"Absolutely not. You're my guest, and I'll not have any guest of mine doing any work. Besides, just because I'm rich doesn't mean I've forgotten how to cook."

Another little smile, and Eren quickly decided he was going to do anything he could to keep putting that smile there on his face, as it was easily one of the most beautiful things he had ever seen in his life. He carefully stood up, taking Levi's hands and helping to pull him to his feet. He then listened as he slowly shuffled out of the room behind Eren, still yawning once in a while, but waking up the more they went along. Luckily, the kitchen wasn't terribly far away, and though the actual place where they ate was in a completely different room, it might be fun to break the rules and eat in here for once. Eren gestured for Levi to pull up a stool and sit, which he complied to, folding his hands and placing them in his lap.

"Do you mind scrambled eggs with some salt and pepper?" the boy asked.

Levi shook his head. "Sounds wonderful."

Eren then started puttering around, pulling things out from nooks and crannies and placing them on the counter, things that had nothing to do with the making of scrambled eggs, like toast and strawberries. Maybe he was planning on making Levi more food than he had let on but hadn't said anything so that he couldn't refuse it if it was placed in front of him. Truth be told, Eren thought Levi was far too skinny. Did the poor man even eat? He had seen his ribs when he changed into his nightclothes before and it broke the boy's heart. It was uncalled for. He would bring Levi sprawling meals every day if he had to, if it would put meat on his bones.

"I feel like I'm always your guest," Levi said quietly. "Maybe sometime I could have you over to my place? I mean, it's not much, especially since I know what you're used to, but I could make you dinner as a thank you for all you've done for me today."

Eren hated hearing that doubt in his voice, that fear that somehow his home or his food would be inferior to him just because the boy had grown up with money. Ridiculous. He held back from scoffing, but just barely. In reality, it didn't matter what he and Levi did; the fact that the other man wanted to invite him into his home and have dinner with him made him want to weep with happiness. Eventually he replied, "Dinner sounds lovely. I'd like that very much."

And then a second later, his face blazed bright red, and he was very thankful that Levi couldn't see it since his back was turned to him. Oh God, Levi had invited him to dinner. This was a date, wasn't it? Eren's excited heart pleaded for it to be so.

Too afraid to open his mouth just in case his elation voiced itself in the form of a banshee scream from the rooftops that went along the lines of, "I have a date with Levi Ackerman!" he kept silent, busying himself with cooking. Levi did the same, twiddling his thumbs awkwardly in his lap, a question suddenly burning on his tongue, but he was too afraid to ask it, too nervous about how Eren would react.

But well…he had to know.

"Eren, um…?" he began.

"Yes?"

"I only ask because I know how it feels to a certain extent, but I uh…what, um, what happened to your mom?"

Eren paused in what he was doing, his back straightening up and stiffening slightly. Levi flinched. He was right, this had been a mistake, and he began apologizing. "Never mind, I'm sor"-

"My father was the one who decided to have her thrown in the asylum," the boy cut him off, his tone even and oddly matter of fact, "because he caught her at a party kissing another woman."

The silence that followed was deafening, ringing in Levi's ears. His mouth fell open, and as much as he wanted to ask him to continue, he was also too afraid of what he would say. Luckily, Eren kept bustling around, frying and toasting over the open flame of the oven, and speaking, as if he was dying to tell someone the whole story.

"There were other reasons to, but that was the last straw. It was a party held at a mutual acquaintance's house. I suppose it was a private party, because all the guests were women, and they were all dancing together. There were others kissing too…I guess a friend of my father's tipped him off and he caught them.

"Before then though my mom had other problems too. She would have full on conversations with the empty air sometimes, and when we asked who she was talking to, she said she was talking to her mother, but her mother had died years ago. I suppose she was talking to her ghost. I know she was really attached to her and it devastated her when she died, and she was never the same after that. As a result she held onto me and Mikasa extra tightly, was always so afraid she was going to lose us too. But instead it looks like we were the ones that lost her. She didn't last very long in the asylum though, only about a year before they told us she passed away after getting sick. It was- God, it was so hard. She was everything to me, Levi. I would have done anything for her, and I made it my purpose to take care of her since my father obviously no longer wanted to. And when he took that away from me, well, it just became another reason for me not to forgive him."

The whole time he spoke, Levi grew more and more devastated on the boy's behalf. He dearly wanted to touch him, to comfort him somehow, as the pain of the loss over his own mother sparked up again just hearing his story. He clutched at his heart, bunching up the fabric of his nightshirt in his fist. He shook his head, saying slowly, "Eren, that's- I would have never"-

To his surprise, he shrugged, turning off the oven and beginning to put everything on a plate. He then turned around, holding as Levi suspected a couple plates full of eggs and toast piled with strawberries. He handed one to him, before crouching down in front of him. He said simply, "I know people say I haven't been the same since she passed away, and they're right. I have a hard time trusting that people aren't going to leave me. I get attached to people too hard and too fast. But…I'm trying to control it. I just, I suppose, need someone else to focus all that love on that I have built up inside me. I need someone to take care of again. Maybe that's why I started taking care of my pups, and why I suddenly got way more involved in taking care of the horses. They need me. I guess…I just need someone else to need me as much as I need them."

Levi gazed at him steadily for a couple of moments, and Eren met his eyes. The eye contact was intense but brief, as if they were searching each other souls but afraid that they would find the answers to their questions hiding there.

Afraid that they might find much more than they were prepared to see there.

Levi was the first to look away, making a show of purposefully picking at his eggs with his fork, and telling the other man as he looked down at his plate, "Well Eren, you're a very charming, kind young lad. It shouldn't be hard for you to find someone like that someday. Perhaps sooner than you think."

The boy had to fight down a blush at his praise, and instead fidgeted by patting at his knees and chewing on his lower lip. He didn't really have an answer to that, too afraid that if he opened his mouth he would say something stupid like, "Perhaps he's sitting right in front of me right now eating sloppily scrambled eggs with too much salt on them." So instead, he nodded stiffly, a small flame of desire flickering inside of him, a flame he knew could very easily turn into a raging fire if he wasn't careful, otherwise, it might consume both of them.

Yet, when he looked deep inside himself, Eren realized he had very little willpower to stop it. And what willpower he did possess was in danger of being burned away as well.

A/N: So for anyone wondering what kinds of dogs Eren has in this fic, their modern day name is the West Highland White Terrier, a breed that's classified as being super stubborn, the friendliest of the terriers, and exceedingly cute. They're also amazing ratters and overall pest controllers, and even over a hundred years later that instinct is still strong in them. They're the mascot for Ceaser's dog food if you want to know what they look like! I've actually had a couple over my life, and my mom has one now. She and our previous Westie are the inspiration for the antics of these puppies lol. Hope you guys enjoyed the chapter!