Look Up at the Ocean and Down at the Sky:

Eren x Levi fan-fiction

Author's note: this is just a random fan-fiction for those who ship Eren and Levi. So if you don't like don't read it! WARNING: contains mature content and LOTS of yaoi! DISCLAIMER: I don't own any Attack on Titan characters! (Please do not use this same idea for other fan-fics) Thanks and enjoy~!

~Chapter 2~

{Eren's POV}

Levi became quiet after the kiss. He just stared at the ground as he sat back up. I put my hand on his shoulder. He moves his shoulder away from me and takes his jacket off setting it next to him. I watch him starting to remove his shirt by unbuttoning it. It still was quiet between us. When Levi removed his shirt all the way I blushed at the sight of his...nice abs. So..sexy. What the hell?! Am I sick or something?!

Levi looks up, his pale skin was lit by morning dawn, "what?"

I don't know what to say. Drooling a bit I wipe my mouth with the sleeve of my jacket.

"You're so disgusting.." Levi leaned over to me pulling on the collar of my jacket down my shoulder and removing it slowly. I opened my mouth to speak but was astonished by his beauty. "Stop staring at me it's fucking creepy!"

"But Heichou!" I hug him but he pushes me away from him. I frown.

"You like me...don't you?"

"N-no!"

Levi stood on his knees leaving my legs in between and brings his head close to me, locking our gazes

"You're so stupid.."

I break our gaze by looking away. "Heichou...I like you."

Levi raises his eyebrow, "pfft I kinda was expecting that..." He sits on my legs, crossing his arms.

"..." I keep quiet. This is so awkward..

Levi pins me to the ground so suddenly it knocks the breath out of me.

"H-Heichou!"

"It's Levi." He pins my hands over my head with his masculine hands. He might be short but damn does he have a tight grip!

"L-Levi!"

Levi kisses me this time. Wow. I widen my eyes then slowly close them. Levi pulls back, our lips let out a small click. I feel a moan escape my throat. I close my mouth tightly. Shit. That was an accident... Levi stares at me with those bored eyes of his. He's so not enjoying this.

"You moaned.."

I try not to respond by looking away from him. Levi let's go of my hands, yet he moves his hands and holds my jaw. I yank my head away but Levi tightens his grip on my jaw line. I close my eyes, blushing a tint of scarlet, "I-I didn't mean to..."

"Sure you didn't mean to."

I don't respond. Even if my eyes were closed I could feel Levi's face getting closer to me. The hot aura around him made a scent of sweet-smelling cleaning soap and a hint of sweat. Freeing my jaw from his grasp Levi moves his hands down to my neck.

I could hear his tongue make his way below my right ear onto my neck. I shivered in a way my body couldn't explain, it was like an intense cold-chill that stretched from my shoulders to my knees. Levi kept licking me in a perverted way on my neck, sliding his tongue back and forth, underneath my chin and down to my collar bone. I felt him stop when he reached my shirt.

"L-Levi stop!"

Too late. He had already started sliding his cold hands up my shirt. Shit this is bad...if he keeps doing this I might-

"Ah~!" I slipped another moan as Levi pinched one of my nipples. Making it hard.

"Someone's turn on...how disgusting.." Levi whispered in my ear. Levi moved my shirt up higher so he could lick my hardened nipple. I bit my lip to the point it bled a little as Levi moved his warm tongue against my skin. I arched my back from the intense pleasure throughout my body.

"Hei-Levi!" I grip the grass tightly with my hands, accidentally pulling out a few bits of grass too. Feeling pressure rise below my pelvis, I open my mouth to say something but Levi stops me by pressing his lips against mine again. I was completely lost in thought and didn't see that he stopped licking me...shit. Our tongues wrapped around each other. I barely open my eyes, tears form at the edges. We're they tears of pain? Joy? I never had felt this much pleasure before.

I was starting to lack oxygen because of Levi's kisses. His tongue kept playing with mine and he would slide his tongue against my slimy teeth.

"Gah.." I breathe in by opening my mouth more but Levi pressed harder against my lips making my mouth close again and saliva drip every now and then down the corners of our mouths. We both took turns to breathe. Our mouths would click when they unlocked and locked again, both of us would gasp for air when we had the chance.

Instead of Levi making a move on me I slid my hand up Levi's bare spine.

"Should...mm..we..really...do this?" I manage to say through our kissing. Levi breaks away leaving a trail of saliva connect us together. He leans back and gets off my legs. Spreading them open from the knee. I close them together quickly.

"D-don't look there!" I look away shyly. My ears and cheeks burn feverishly, dyeing a red tint.

Levi doesn't reply all he just opens up my legs agains with more force but still being gentle.

"Levi!" I gasp as he scoots closer to me unbuckling my leather belts on both of my thighs. He slowly removed the last one and started for the one on my waist. My emerald eyes shake as Levi shuffles the leather and metal struggling to unlatch my belt. I reach and try to help him but lose my balance making my back slam against the soft grass. I bite my lip again nervous of what Levi was going to do next. I felt a release of strain around my waist. He's gonna do it. Levi, the man I know who hates dirt and anything like it, is going to exchange body fluids with me! Levi pulled my pants and underwear down to the point they were hanging off my left ankle.

There was a pause between us. I shivered from the cold morning wind brushing past my bare legs. I closed my eyes in rapture. Levi grabbed my semi-hard cock and began to rub it with his warm hands.

"...! Nah..!" I leaned my head back groaning. Levi steadied his movements. His palms were warm against my member. Damn this felt so good..

"S-stop this feels weird!...!"

"You never played with yourself? That's kinda sad." Levi stroked his forefinger up to the tip of my hardened cock a trial of lukewarm pre-cum followed his finger as he moved it slowly away. My now-wet dick throbbed a bit from Levi even looking at me down there. Levi stroked past my balls down to my

entrance. Oh gods. Levi caressed my ass with his hands, slowly lifting it up.

I reach my hand towards him pressing it against Levi's abdomen, "Levi don't! That's dirty!"

Levi smacks my hand away, making it sting. Ow. I sit up and find that Levi was occupied by unbuckling the buckles on his thighs. I watch him remove the last one and lay back down against the cushioned grass. I hear Levi grunt as his clothes ruffled down his pale legs. I closed my eyes again to see the other man's member. I heard some faded wet noises come from Levi.

"Nng.." He grunted in between the dirty noises he made with his cock and hand.

I widen my eyes when I feel something moist touch my entrance. It was Levi's fingers. He entered two wet fingers first.

"L-Levi!...! Ah!" I moan as he stirs his fingers around my inner walls.

"You're already tightening up." Levi stated that as if it was a comment because of his monotone voice. I wince and clench my teeth. Levi scissored his fingers. My vision blurred and my body flinched.

"Just enter it in!"

"Don't tell your corporal what to do." Levi shoved another finger in my ass making me lean my head back, gasping for air and widening my eyes. Tears formed again around the edges of my eyes. Damn this hurt so badly yet it felt so good.

"Ngh! A-ah!" I whimper through my teeth as Levi arouses me with his fingers at my entrance. The black haired man pulled his pale fingers out slowly.

"Be careful this is going to hurt a bit." Levi said as he pulled back.

"What is?" I curiously ask. I never should've said that. Levi gave me

a slight smile from those dry lips of his. He leaned down towards me. I shivered from his breath hitting my ear. Levi kissed behind my ear. I felt a small pressure press against my ass. It was Corporal's...yeah..

I winced again and again as Levi tried to find the entrance to my ass. Then he found it. The shorter man shoved his warm dick into my ass. I wrapped my bare arms around his cold back. I barely closed my eyes and rested my head on Levi's shoulder. I attempted to wrap my legs around Levi but he started moving his waist. His thrusts were slow at first. The feeling on my inner walls. This felt so good...Gods! I gasped and rested my head on Levi's shoulder. Levi kept his movements steady and continued thrusting. I felt a cold drop of liquid hit my middle finger. A couple minutes later many droplets hit both of us. The rain made soaking wet...well we were both wet with our sweaty bodies rubbing against each other. Levi slowly lost his balance and pushed me to the ground. It was hard to lay down on the now-muddy grass, my feet slammed against the thick mud as I tried to keep my legs open for Levi to keep his steady movements. Levi's huffing and moans echoed in my left ear into my mind.

"...! Ack!..Levi~!" I dug my short nails into Levi's back as he winced from my action.

"E-Eren.." His monotone voice shook just barely. Levi quickened his pace. I gasped louder than I did before. Damn I was reaching my limit!

"I'm gonna...Le..vi~!" I yank my head back as I spew my egg-shell colored semen on both of us. Levi stops and grunts shooting his lukewarm cum into my ass.

We both pant as the rain continues to hit us while the morning sun peeks though the light gray cloud. Levi takes his cock out of me as I let my arms fall down to my sides. Levi however lays next to me.

I move my hand to Levi's smaller hands clasping it, "I love you Levi.."

Levi huffs and slightly smiles, "I love you too..."

OMG I'm finally down with the lemon and chapter two~! I worked so hard on this . I even stayed up late fixing the errors and sacrificing my time on the bus to type this! One day I had this girl next to me ask "What cha typing?" And like a normal fangirl I furiously blush and say "NOTHING!" xD So next time...will Eren and Levi see a real body of water or will they face a greater challenge?