Disclaimer: I don't own Hellsing or any of the characters.

My first Hellsing fic, hope you enjoy.

Roses at Midnight

In the darkness of the night the only visible thing was a figure leaning against a wooden door. It gave a soft sigh and started to head down the corridor. Their solitary form making it's lonely way in the dark. Passing a window a shaft of moonlight gave their blond hair a soft glow and as they looked up, their blood red eyes caught in the same light, they seemed to have an eerie otherworldly aura to them. Seras Victoria lost in her own world gave a sigh with a breath unneeded. The young vampire was restless and bored. She had just come out of a meeting with her commander who told her that yet again there was nothing for her to do. Thing had been quite recently with not much FREAK activity going on. She paused and looked out one of the windows that overlooked the gardens outside. Lost in her own world she didn't realise the person approaching her until they were next to her.

"Is anything the matter Miss Victoria?" a gentle voice asked.

"Oh! Oh Walter it's you. You gave me a fright there." The young woman placed a hand over her now still heart and gave him a toothy smile.

"My apologies, I did not mean to startle you." The old retainer smiled back trying to hide the worried look on his face.

"Um it's ok. It's my fault I should have heard you coming but I was daydreaming." She turned her attention to the grounds outside again it was a lovely, warm summer night but Seras couldn't seem to enjoy it. She fidgeted changing her weight from one foot to the other. This didn't slip the butlers attention.

"Miss Victoria would you care to take a walk around the gardens?" he asked. She turned her head and smiled at him.

"Yes Walter I'd like that."

Seras took the arm Walter offered her as the made their way to the gardens a heavy silence between the two of them. Both lost in their own thoughts.

The full moon shone brightly in the clear sky, illuminating the world below it. As the couple walked into the night, the scent if flowers heavy in the night air greeted them. Walter led them to a small-secluded bench and motioned for Seras to sit down.

"Miss Victoria I happened to notice that you haven't answered my earlier question. Is there something bothering you?" he studied her face as she looked down at the ground not meeting his gaze.

"Well. Um. It's nothing really." He raised an eyebrow, unconvinced.

"Are you sure about that?" he questioned.

"It rather personal." The butler followed her gaze to the floor the silence from earlier coming back.

"Oh I see. I understand well if you don't need me them I best be going." He said quietly standing up. As he made to walk away he felt a hand on his arm. Turning around he looked down to see Sears still looking at the ground but her hand resting on his arm.

"Please don't go." She whispered quietly. Her gaze lifted from the floor and now meeting his. They looked at each other for what seemed to Seras like forever and despite herself she could feel a slight blush creeping up into her cheeks. She wondered if creatures like herself could even do that. She hoped not. "W-What I mean is ... If you don't have to be anywhere…It's silly, I just didn't want to embarrass myself in front of you." She continued her voice a little stronger.

She let out a sigh of relief when she saw him smile down at her and he offered out his hand to help her up. As she took it she felt the blush from a moment ago come back again. As they took a little turn about the gardens Seras took a deep breath more to steady her nerves than out of any real necessity for the oxygen.

"You don't have to worry about that you know. I would never think anything that bothers you to be 'silly'." He stopped walking and turned to her serious look on his face. "I don't want you to ever feel embarrassed because of something like that in front of me." Sears looked him with wide eyes for a moment then gave a small smile.

"Thank you Walter." They carried on their walk and both admiring the flowers.

"The flowers are quite wonderful." Walter stated trying to distract the young vampire from her thoughts.

"Hmm yes they are." She murmured back as they both paused to look at the red roses in front of them. "They must be even more so in sunlight." She continued with a slight regretful tone in her voice.

"I find they have a more bewitching look about them at night. Also the company that you see them with also improves the moment in my experience." He said with a smile. He saw with some relief that she returned it with a chuckle.

"I suppose you're right."

"No suppose about it. Why I walked past these same flowers earlier and thought the were, of course wonderful, but now looking at them again with you here they look quite spectacular."

He said raising his eyebrows with a mock look of seriousness on his face with caused his female companion to burst out laughing. He joined in her laughter, glad that he had made her smile again. After a moment the settled into another silence as Seras turned her attention back again to the roses the genuine smile turning into a sad one. Walter regarded her for a moment before joining her gaze back to the flowers.

"Walter."

"Yes."

"Um. Have-Have you ever fallen in love?" Walter paused for a moment thinking.

"Yes."

"What was it like?" Another pause. "I'm sorry you don't have to answer that." She said suddenly aware how personal the question was.

"It's quite alright Miss Victoria. It's the" he gave a sigh as he tried to find the words. "It's the most wonderful yet can be the most painful feeling. Especially when you know nothing will happen between you and the object of your desire." Stated the butler paying the flowers before them under heavy scrutiny.

"I see."

"But you must have felt something like that before now?" asked Walter.

"There was a couple of boy I had feelings for but they never turned into anything serious. I was too busy being the running around being a tomboy." She smiled sadly before continuing "And now it's too late for anything like that. Who could possibly love a creature like me? I don't even have a pulse."

Walter turned and studied her face as she went on. "Do you think a dead person can develop feelings like that?"

Walter studied her face with a sad smile on his lips. He watched her heavy lidded crimson eyes as she talked. Her blond bangs falling over her porcelain white skin, which glowed in the moonlight.

"You are undead Miss Victoria not dead. You have felt happy and sad while being here I assume and you haven't had a pulse the whole time. I think when you find the right man you will find those feelings come naturally."

"I think I have."

"Oh?" The only thing that moved was Walters's eyes, which looked at the young woman beside him. Surprise and disappointment not very well hidden behind his green eyes.

"I'm not really an expert on these things but I know he means a lot to me." She said quietly crouching down to get a closer look at the roses as Walter stood there with his hand behind his back looking up at the moon.

"And he?" he asked stiffly.

"I don't know. I know he likes me but I don't know how much."

"What is he like?"

"He's a very caring person. With a strength I've come to admire, he's always there when I need him and I've come to depend on him." Said Seras as she reached out and touched one of the soft petals.

"He sounds wonderful."

"He is."

"Then why don't you tell him?"

"I'm scared I guess. What if I disgust him? I am technically a walking corpse." He looked down at the crouching figure quickly.

"If he felt like that then he doesn't deserve you." He said sharply.

"You think so?" she asked her large red eyes looking up at him intensely, studying his face.

"I know so."

Their eyes met again and for a long moment neither moved or said anything. The sounds of the night went on quietly around them. Walter held out a hand to Seras and she, taking it, slowly rose not breaking eye contact. They stood there her small hand in his staring at one another. Licking her dry lips, the blond woman noticed Walter's eyes following the movement. She took a little step closer to the older man and took in a deep breath. The smell of his cologne and the scent of the roses surrounded her enveloping her senses. She felt a jolt in her stomach as she looked into his green eyes and saw the heat in them. She felt a blush rise from her feet to her face as he took a step closer the only thing between them was their hands that they still hadn't let go of yet. Seras lowered her to look at the ground between them. The vampire gave a little gasp of surprise when she felt him move his other hand and gently lift her chin up to as to meet his eyes. When she did she felt another jolt as she saw care and love reflecting in them. He moved his hand up and with just his index finger to her lips. The material wonderfully soft against her skin as he traced the shape of her lips. She let her eyes flutter close savouring the feelings that the simple movement aroused in her. Using his finger still he moved it down, keeping contact with her skin, to neck. She moved her head back so he could get better access to it. As he made his way down her neck he paused as he passed the mark the Alucard had given her on that fateful night long ago. He continued when she let out a small whimper of protest. He trained his finger down the rest of her neck to her shoulder and slowly moved it across, tracing her collarbone. Letting go of her hand he rested it on her shoulder while he used the other to cup her face. As she opened her eyes she saw his eyes darken and the heat behind them caused her insides to do backflips. He paused as he looked into her crimson ones.

"Miss Victoria are you sure you want to be here?" he asked quietly. She moved her head so that she was looking up at him from under her bangs. The heat evident in her eyes. She moved closer so that their chests were touching. Standing on her tiptoes she whispered in his ear.

"Walter what would you say if I told you that the man I was talking about earlier was you?" His eyes widened in shock.

"But I thought you where talking about one of the soldiers."

"They're just boys Walter, and I, " She paused and slowly moved her hands up, tracing patterns on his chest. "want a man." She purred nipping his ear. He moved her back a little so he could see her face.

"But I'm an old man Miss Victoria." He said using every ounce of self-control to stop himself from just taking her there and then. She could see that he was having trouble with both with trying to hold himself back and trying to understand. Seras gave a sinful smile. Well she would just have to help him.

"You're not old Walter, just older." She murmured as she let her hands wander up so they were on either side of his neck. " Most just stare at my chest not looking at me, then go around trying to impress me by being stupid and macho." She stared to draw little circles with her finger on the back of his neck. "You on the other hand have nothing to prove. I know you're all man, every move every word tells me that." She looked at his raised eyebrows. "Why is it strange that I would go for the older, more", she gave another pause as she purred the next word, "experienced man?" She started to use the index finger of her other hand to mimic the actions of it's partner on the other side. "But I'm not too good at these things. I'm pretty inexperienced." She said quietly continuing her ministrations on his neck.

"I think you're doing just fine." He murmured touched by her earlier words. Wrapped his arms around her waist and brought her close. He lent down and took inhaled her scent. The smell of her and the roses had been driving him crazy. He had longed to hold her like this for so long and now he was. Plus she had told him she had feelings for him! The older man could hardly believe it. She wrapped her arms around his neck and looked at him with longing,

"Walter do you- how do you feel, about me?" She asked, fear evident in her voice.

"I'm flattered that such a beautiful woman as yourself could feel anything like that towards me. As for myself I scarce hoped that I would have the chance to tell you how much you mean to me," He lent down and brushed his lips against her. "How much I care about you."

Seras gave a happy sigh and hugged him. He pulled her closer keeping her in the embrace. As the slowly pulled away he pressed his lips against hers softly. The two meshed their lips together gently then Seras feeling a little more adventurous pulled him closer. After dreaming for so long about this moment, about how he would smell, feel, taste she wanted to know the answers to theses things and so much more. His tongue licked her bottom lip wanting access to her mouth. She readily granted his wish and gave a moan of pleasure as his hands moved to the small of her back pressed her closer. He groaned as he felt her run her slim fingers through his hair. Their kiss became more passionate and they pulled the other closer. Wanting to feel the other against their body. They finally pulled away both panting. Walter brushed the bangs out of her face and smiled at her.

" I wish we could continue this Miss Victoria but…" Walter whispered. Sera's eyes widened in shock and fear.

"'But'? What do you mean 'but' I finally told you how I feel, finally found out that you feel the same and you're telling me we can't continue this? She could feel tears brimming behind her eyes. Walter rested his forehead against hers.

"…I have my routine duties to do first, but why don't we meet up later finish where we left off?" he said finishing his sentence.

Her eyes glanced up and met his smiling ones.

"You! You did that on purpose!" she cried.

Walter gave a little chuckle and brushed his lips against hers silencing her.

"Whatever gave you that idea?" he whispered against her neck, which he then began to plant slow lingering kisses upon.

"How about this for an idea." She said breathlessly, Seras lifted her neck so he could gain better access.

"Hmmm?" he murmured.

"You go and finish your 'regular duties' and I'll wait in your room." She gave a small whimper as he sucked on the tender skin on her neck.

"I think that is a most agreeable idea." He purred into her ear. With that he pulled away and smiled with satisfaction at her obvious arousal.

"Just be quick ok? If you keep me waiting too long I think I might die" She groused putting a hand to her head trying to stop the world from spinning around. "Again."

He gave a laugh and moved away from her and started to walk back to the house.

"I'll be back as quick as possible and I'll show you just how 'experienced' I am." He smiled wickedly at her, making her blush as he winked at her.

Walter couldn't remember when he had ever finished his duties so quickly. He just wanted to see if Sir Integral needed anything then he could go back and see Seras again.

"Will there be anything else you need Sir Integral?"

"No thank you Walter I'm just about to turn in." Said the blond knight as she massaged her temples.

"Very well Sir. Would you like me to bring anything up for you? Some tea?" he suggested.

"No thank you. I doubt I will drink it, I'm pretty sure I'll fall asleep as me head touches the pillow."

Walter smiled at her, as she looked up at him form behind her desk.

"Besides I think you had better get back to Miss Victoria. You seemed to leave her in a most 'distressed' state." She smirked. Walter gave a slight blush despite himself and realised she must have seen the two of them from her window.

"Yes Sir I will, but I wanted to make sure you didn't need." Integra cut him short.

"I'm fine Walter, don't keep the young lady waiting." She smiled over the top of her arched fingers.

"Yes Sir." He said in defeat.

As he closed the door behind him he could hear her call softly.

"Have fun."

As Walter walked towards his room he wondered briefly if he was dreaming. He pondered this as he made he way along the corridor his door in sight. As he stood on the outside of it he concluded that if it was he was it was the best one he had ever had. Just to be on the safe side he pinched his arm and was satisfied with the sharp pain he felt. It wasn't a dream it was real. Grinning he reached out to open the door when it opened from the other side. The on the other side of the frame was Seras standing with the first couple of buttons on her uniform undone.

"What took you so long?" She asked giving him a toothy grin.

"I'm sorry to have kept you so long Miss Victoria." As he dragged his eyes away from the buttons.

With that Seras grabbed him by the lapels of his waistcoat and dragged him in the room. Pulling him close she kissed his heatedly. After a few moments of them groping each other the came up for air. Walter went to close the door and the last thing that was heard before it close was Seras feigning annoyance.

"And Walter? Will you just call me by my first name already?"

The End

Well I hope you liked it, let me know what you think.