Words: 4,331

Rating: T

Warnings: Yaoi (Boy Love), light Yuri (Girl Love), hurt/comfort, barely there angst, tooth-aching fluff.

Summary: Lionel was afraid to sleep, but with his pack and his family with him now, maybe he wouldn't have to be.

Ever since he could remember he'd spent restless nights in his cage, at the lab, always afraid to sleep especially when his creator, the Doctor had still been around, footsteps and mutterings registering in his ears, along with the noises other creatures or experiments made. And even when he'd escaped, he'd had nightmares, enough so that he eventually became too tired to sleep and never tried until he absolutely had to. That never changed, not even now, though he was trying desperately, staying under the same roof as his pack, knowing that they'd protect him if something was wrong, but also knowing no one could protect him from his nightmares, still lurking in the darkest depths of his mind even after all these years.

-0-

Lionel had always been afraid to sleep, that much was true, and even though he had never admitted it out loud, his pack had eventually found out that he was never quite getting enough sleep on his own. Of course, he'd tried putting up one of his masks, saying he was fine, but none of them, not even him, could deny that he was exhausted.

That was how his pack had tried to come up with the ever-so-brilliant plan to get him to sleep. And while normally none of their attempts worked, there were a few times that Lionel had to admit that worked better than he would've thought possible.

-0-

The first time his pack had tried to get him to settle down for at least a nap, since they had discovered just how little he sleeps on his own, it ended up being Freya and Clint's fault. But in truth, it was Clint that had somehow managed to set off the ticking time bomb that had been Lionel after he'd stayed up after waking from a nightmare involving his past and what the Doctor had done to him all those years ago.

"You're ridiculous," Clint grumbled, glaring petulantly at the wolf sitting curled up on the couch. Lionel's ears only twitched in answer, as he stared at the tv, unable to register what was on, not caring what Freya and Clint were watching. "Just go the fuck to sleep, seriously. It's not that big of a deal." Because to Clint, it wasn't. He didn't know what Lionel went through every time he closed his eyes and fell into the hell that was waiting for him. He couldn't, but that never stopped the reaction it earned from Lionel when he said things like this.

Lionel growled at him, eyes narrowed and ears lowered, tail flicking back and forth agitatingly. Freya frowned when she saw him and sighed, shaking her head at Clint. "Come on, just leave him alone. He'll sleep when he sleeps." she urged, but Clint wouldn't let it go.

"No, come on Freya, he's been up for god knows how long. Just look at him. He hasn't shifted back into his human form since four days ago. He won't even talk to anyone now." Clint growled himself, shifting his glare into a dangerous one back at Lionel, who turned his head away, eyes closed, but any fool could see that he wasn't going to sleep. He was only trying to ignore his packmate. And that only pissed the archer off further, and he stood up, finally having had enough, "Alright, that's it Lionel, you're going to go to sleep even if I have to- fuck…!" he cried out, loudly in pain, the volume rivaling that of the harsh bark Lionel let out when he' turned so sharply, snapping his teeth at Clint's outstretched hand when the other man had tried to grab at the fur on his neck. "What the fuck!?" Clint hissed at him, clutching his hand close to his chest even as Freya rushed over to try and mother him, worried, and while instincts told her to be mad at what had hurt Clint, she could only feel the worry seeping in when she glanced back at Lionel, only to see the pure fear and pain flash across his face before he suddenly darted away and into another room.

Lionel hadn't shown his muzzle to his pack the next two days, more than enough time for Clint to have calmed down and for him to realize that what he'd done had been a very stupid move on his part. And he should've realized that sooner, too, but he hadn't because he'd been so worried for his packmate, knowing that the shifter hadn't slept any at all in such a long while.

So when he finally saw Lionel crawl out of whatever hole he'd kept himself in, he had only had to take one look at the other wolf to know how sorry he was, that Lionel had bit him.

Clint forgave him instantly, and after leading the shifter to his room, away from the eyes of the others, he let Lionel curl up with him on the bed. Lionel had shifted back into his human form almost immediately, silent tears crawling across his cheeks. "I'm s-sorry…" he whispered and Clint only held him tight, whispering words of reassurance and forgiveness and worry, until the shifter finally fell asleep, Clint following soon after.

-0-

The second time, he might have admitted to himself that maybe he had waited too long, even by his standards. Nearly six days he'd gone without sleep, and while he'd tried to make excuses, he knew they wouldn't work this time.

Those first few days were fine at first: he'd woken up from a small dreamless nap, that lasted probably less time than it should have, but he'd been fine, and then he'd gone out on a hunting trip with Natasha and Freya. 'Girls Time Out', they'd called it, much to his chagrin. But again, he'd been fine. Then after the hunt, they'd played games after eating their catches. And when night came, he went out on a patrol with his Alpha and with Clint and Mark tagging along.

He'd managed to distract himself with whatever little gadget Tony had in the house, despite Jarvis' protests for him to sleep- he somehow had made an agreement with the AI where Jarvis wouldn't tell the others that he wasn't sleeping when he should and he would keep Tony from actually trying to dismember him when the omega got too pissed for even Steve to handle- while the others were sleeping and that was fine with him.

The next day, he had played with his pack, watched movies with them, hung out with Tony and Bruce down in the lab, and trained with Steve, Thor, Natasha, and Mark. By the time night came, he repeated the process, this time adding midnight talks with Jarvis. When the third restless night came, he added a midnight run to his nighttime ritual, chasing away the exhaustion he felt creeping in.

"Master Lionel," Jarvis sighed, talking with Lionel one night, and the shifter blinked sleepily, looking up at the ceiling, his ears lowered to his head and his tail sitting limp beside him, hanging over the edge of the couch, "would you like me to read you a bedtime story? It would, perhaps, help you to fall asleep." he suggested, having long since forgone telling the shifter how low his vitals have gotten with each allnighter he's pulled since day one.

Immediately Lionel shook his head and sighed, standing up and stretching out, "No, thank you Jarvis, but… I don't want the nightmares to return," he said, softly in a whisper, before shifting into a wolf and he went out for a run, leaving Jarvis to wonder if perhaps, he should break their little agreement, just this once.

When Lionel had hit the six day mark, he was so exhausted, he had barely been able to see straight, out on a hunt with his Alpha and with Thor as well. He had never even noticed that Thor had been in the shadows, witnessing his clumsiness and his pathetic attempts to hunt. Eventually, he'd taken pity on the tired wolf and had helped, unknowing to Lionel, planting an incredibly weak rabbit in a nearby bush and while he felt bad, the shout of triumph and pleasure from the smaller wolf was well worth the guilt for having tampered with the hunt.

When night had fallen, and everyone else had gone to sleep in their own prospective rooms, Lionel had stayed out in the living room, staring blankly out of the large glass windows that framed a portion of the wall in front of him. "Master Lionel, would you like me to put on a movie?"

"No thank you Jarvis…" Lionel answered with a yawn.

"Would you care for some music? I know Anthony prefers his music to the quiet when working down in the lab," Jarvis tried again and was met with another polite 'No, thank you,' and he was running out of ideas. "Perhaps you should rest then, it is not healthy for you to continue this any longer."

This got a reaction out of him, different from the rest and if the AI had a heart, it would have surely broken at the small barely there whimper. "I… I-I can't…" he curled in on himself then, ears lowered and tail curled around his legs when he pulled them up to his chest. "H-he's always th-there… a-and I just… I-I can't…"

Jarvis, no longer having the 'heart' to listen to the young wolf;s cries, finally broke and did what he said he wouldn't, but he started small and only just decided to wake the one he knew would help the exhausted, scared pup to sleep.

"Master Loki," Jarvis called out, immediately alerting the wolves within the small room. Loki woke up when he heard the voice and frowned, his grip tightening on Thor's shirt when the blonde Alpha sat up, staring up at the ceiling. "I'm afraid that Lionel acquires your assistance."

Thor frowned, knowing immediately why Jarvis had finally alerted one of them and knew also why he chose to call on Loki, instead of their Alpha. Thor only wished it hadn't gotten to this point, but he knew that there was only so much a wolf like the young shifter could take. Turning to Loki, his heart melted a little at the clear pain written in the raven haired man's expression, at hearing that Lionel needed him, so he smiled and brushed away Loki's hair before getting up. "Come on my love, let us see to Lionel," he whispered and Loki nodded his head, staying silent as he followed after the Alpha.

Loki made a noise he would forever deny was a clear broken hearted whine when he saw Lionel curled up on the couch, muttering to himself, clearing frightened and very clearly desperately exhausted. Approaching the younger wolf, the god sat gingerly on the couch and the second he touch Lionel's shoulder, the shifter launched himself into Loki's arms, knowing his scent and seeking the comfort that came with it. "Please…" he whispered, choking on the word and Thor finally moved in, curling himself around both his love and the shifter.

"Shh, we are here," Thor murmured, not letting go, even when both omega's shifted into their wolf forms, curling around him. It took over an hour, but Lionel had finally passed out from exhaustion, followed by Loki. When the two omega's were sound asleep and Thor was sure neither of their sleeps would be disturbed, he shifted into his own wolf form, his form much larger than the two omega's and curled tightly around them, one paw over Lionel's body, head resting comfortably over Loki's neck and his tail curled gently around both of them.

-0-

The third time, he hadn't meant to fall asleep, but he'd been so exhausted and what had happened, it had wore him down until he had been barely hanging by a thread. Natasha had to leave, going undercover in a human facility that hunted wolves and experimented on them. Neither Clint nor Pepper had taken it well but whatever Clint felt, it was ten times worse for Natasha's mate.

Pepper had been so out of it the first few days, hurt but fine for the most part, but then their bond started to hurt her in a way that the pain of knowing that Natasha was gone never did. And it affected the pack, but most of all, it affected Lionel, the wolf that never slept, because he knew what it was like to be away from your mate. His own was always gone, not far usually, but gone nonetheless and that hurt him far worse than anything he could ever imagine.

So he knew, he understood what Pepper felt, but that hurt no less when he heard her cries one night, howling to the sky and to her mate in hopes she would hear them and come back home to her.

He stood in the shadows, several feet from where she was, in her own wolf form, sitting at the edge of the rooftop of the mansion, howling to the empty night sky, pain and longing in her voice. He could only watch for several moments before her cries broke his resolve and, without a sound, he padded over to where she sat and howled with her, until both of their voices could handle it no more and he finally curled up with her, letting her cry into his fur.

"I… I-I miss her…" she whimpered and he only nuzzled the fur on her neck, before turning to the night sky, frowning, because he knew. He stared up at the sky, even hours after Pepper had fallen asleep, before he too succumbed to the exhaustion that had eaten away at him for hours beforehand.

-0-

Lionel had been missing him terribly, in the months that had followed the events of Ultron and what had happened at the factory. At first, it had just been another dull ache after being separated again from his mate- he always hated acting like they were nothing more than friends, or acquaintances, and it killed him inside when his Alpha left him on his own, but he knew why and he accepted it, no matter how hard it was to.

So, sitting on the rooftop, only a week after comforting Pepper, he was tempted to howl, but he kept quiet, knowing that it wouldn't help. His Alpha had been gone long enough that the pull of their bond was tight and it hurt too much to even try and figure out how far away the other wolf was from him. Even if he'd been at full strength and full awareness, he wouldn't have been able to tell how close his Alpha had been to him.

Which was why it had startled him so much when he heard the other's voice, only two feet behind him and he jumped, letting out a startled yelp. "What are you doing out of bed, pup?" his Alpha chuckled, reaching out and taking Lionel's arm gently into his hand, turning the smaller wolf to look at him and Lionel's heart tugged at the sight of the raven haired man before him. "Don't you know what time it is?"

And Lionel immediately launched himself at the other, crying out in absolute happiness, that it warmed Drake's heart, his inner wolf positively howling with love and excitement at having his mate in his arms and so close to smell his scent.

"I missed you too, Leo," he grinned, all perfect white teeth, but Lionel didn't care because none of the details mattered when the omega finally had what he wanted. "Have you been taking care of yourself?" At least, he hadn't cared until he heard this, and almost immediately his inner wolf cowered at the prospect of angering or worrying his mate if he answered with the truth.

"I-I… i-it's… I-I just… I f-forget sometimes… a-and then t-the nightmares… b-but my pack takes care of me when I forget… even if I can't sleep…" he said, stuttering out the truth and Drake only sighed, feeling guilty and disheartened at hearing as such. He ignored the momentary jealousy at hearing that other wolves were taking care of Lionel, of his mate, instead of him, but he knew this was the way it had to be.

"Shh, it's okay, I'm not mad with you, I promise," he whispered when Lionel whimpered at his tight grip. "I just wish… that things could be different," he added in a murmur leading the smaller wolf over to the small walled stairway that led back inside the mansion. Lionel went wordlessly, making a small noise in answer when Drake made them sit, with Lionel curled in his lap, the larger man's arms wrapped protectively around the omega, "We're mates, you and I. I love you, but I can't even be around you for so long and that hurts me… and I know it hurts you too, and I'm so sorry…" he cooed and Lionel's only answer was to bury his face in Drake's neck, nuzzling him tiredly. "Sleep, love, I'll…" he paused and Lionel looked up at him, pleading with him, so he kissed his forehead, then his nose, then cheek, and finally his lips, delighting in the blush, the smile, and the noise of happiness Lionel made, "I promise you, I'll be here when you wake."

Lionel was out like a light within the first minute of finally settling back into his mate's comfortable embrace.

-0-

Drake had been there when he woke up and had stayed for a few hours before he had to disappear again, but Lionel had been relatively happy for the rest of the day, enough to where, when it finally came for bedtime the next night, he hadn't stayed up and instead had fallen asleep in his own room, for the first time in months.

It turns out, that had been the worst thing he could have possibly done.

When he had fallen asleep in his bed, as peaceful as he could be without his mate's comforting presence, he had found himself trapped and clutched tight within the embrace of the shadows and the darkness that had threatened to consume him whenever he slept.

There was a voice- sometimes muttering, sometimes talking out loud, other times laughing maniacally in the darkness- and footsteps- heavy and daunting, somewhere far off to the side- and there were other noises- belonging to strange creatures.

He felt pins prickling at his skin, needles digging into his body, sharp or blunt objects making contact with his person. He had screamed for hours, cried into the night, whimpered all through the days.

And then there was nothing, for days on end, until finally there was something that broke the silence. Bangs and shouts and cries- inhuman it seemed- and there was fire and smoke and burning metal against his skin and he tore into something as he tried to escape it all, liquid- sticky and warm- against his hands and his exposed skin.

He awoke, his senses heightened and he clutched tightly at his bed, panicking- his heart raced and his lungs were trying to grab at air that just wasn't there.

He remembered the blood, and the fire, and the screams… and he knew that he had killed him, even though he couldn't remember ever doing so.

He didn't even register what he was doing until suddenly he was in front of his Alpha's door, and he choked on his breath, the tears staining his pale, but flushed cheeks, eyes watered and clouded, the flashes of his nightmare still running through his mind, fresh as they ever could be. But once he realized where he was, he couldn't turn back, because he knew he needed this.

His hand was poised and ready to knock, and had been for several seconds, as he tried to work up his nerve to do this one simple thing, but he couldn't. At least, not until he heard shuffling from inside the room, and his ears lowered, his tail curling tightly around his legs, choking on his tears when he suddenly was met with Steve's concerned face the second he opened the door. "Lionel…?" he questioned, looking panicked for a brief moment, wondering if danger was around, but after a few moments he knew immediately what had the young omega at his door this late at night. "The nightmare again…?" he whispered and though he wasn't looking for an answer, Lionel nodded anyway, sniffling as he wiped his tears.

"C-can I… p-please I…" he tried to get out, but failed and Steve sighed, before nodding his head and he looked back into the room, at the clock, frowning at it.

"Come on then, let's go get Tony okay? It's about time he came to bed anyway," he said, gently, as he led the sniffling omega down to the labs, Lionel giving no protest. He desperately needed the distraction and if that included walking with Steve to get Tony, then he would do that, without a complaint. Reaching the doors, he was about to punch in the code before the suddenly opened, thanks to Jarvis' silent command and Steve smiled appreciatively up at the ceiling, at the AI, before herding Lionel into the room, though Lionel chose to hide behind Steve when they came into the suddenly dark lab.

It would have looked as if no one was there if it weren't for the blue lights of the holograms Tony was working on in one of the corners. The quiet was also unnerving for the omega, but the scent of the lab calmed him just a little, of Tony and Bruce and Steve and the bots all mixing into the air, letting him know he was home and safe with his pack.

"Tony, babe, come on, it's time for you to come to bed," Steve said, chuckling when Tony muttered in answer, hands moving swiftly over the floating holoscreen in front of his face.

"In a minute Steve, I'm just on the verge of discovering-"

"Anthony," Steve interrupted him and Tony whirled around sharply, eyes narrowed, at the commanding tone, before they widened when he saw Lionel, with tear-stained cheeks, lowered eyes, and a frightened look about him, behind his mate.

"Oh." he said, suddenly feeling guilty and he swallowed hard, looking back at his program before making the choice as easily as it was for him to breath, rushing over to the other two, wordlessly telling Jarvis to take care of the program for him. "I'm sorry…" he apologized, looking at Steve, who only smiled sweetly at him, and then to Lionel, offering a gently smile at the other omega. "Come on, we best get to bed then. No use waiting down here all night, any longer," he chuckled, receiving a little smile from Lionel for his troubles, before he began tugging both Steve and Lionel towards their bedroom.

Years ago Tony would've found the thought of another grown wolf sharing a bed with him and his mate, but knowing Lionel and knowing how he got and how he sometimes acted, all the awkwardness he should have felt was never there. Not even when Lionel curled up in the middle of both Tony and Steve on their bed, much like a little kid would with their parents, either after a nightmare or because of a bad storm.

But he never complained, not once, because that meant that one way or another, Lionel was getting sleep, and so was he and he couldn't think of a better place to be than there, with his two most favorite wolves in the entire world.

-0-

If Lionel were to tell you the truth, he'd tell you that sleeping around his pack was getting easier now, the longer he stayed with them, safe from everything the world had to offer him. But that never meant his nightmares went away, no, because they lurked there, in the back of his mind and sometimes when he slept he would still get them. But he relished in the moments that he didn't get them; where he didn't have to deal with the Doctor or his lonely days of being a street rat. And especially from the nightmares with Ultron, finally managing to take his family from him.

His pack still had to force him to sleep sometimes, when he forgot that he could be safe with them, that he was safe with him. But he had to admit, that there were times, rare as they were, that Lionel slept willingly, without anyone having to tell him to do so or drag him to bed with them.

And those times were what he treasure most with his family, because that meant he could just relax and be himself, knowing he was safe from harm and from his nightmares.

So when, one night, he found his pack curled up in the livingroom, all shifted and in a rather large dog pile, he couldn't help the smile on his face as he watched them, overjoyed that this was his family.

"...Leo…?" Loki whispered, blinking emerald eyes open sleepily before he suddenly shifted and Lionel couldn't help the warmth that swelled in his heart at the gesture. So he shifted, easily into his wolf form and slowly and silently crawled over to the other omega, taking his spot wordlessly beside him, curled next to him, Mark, and Clint.

The next morning when he woke- he hadn't even realized he'd fallen asleep in the first place- he found himself, somehow, in the middle of his pack, at the very heart of it, surrounded by his family and their love and he had never felt happier.

He even felt that he could sleep for days and would never have to worry about another nightmare again, and as long as he was surrounded by his pack, he never did.