SECRET AFFAIRS - PART 2

"So..about your family. You said that tavern owner and his daughter were it. But they weren't your blood. What about your parents?"

Zelda gazed off into the distance. "My parents? No, I didn't know them."

"Ah," said Levi, "you were abandoned then? Or orphaned?"

Zelda turned her eyes to meet his. "Depends how you look at it I suppose. I never knew my parents, but Tom knows-" She caught herself and her eyes glazed over. She gave a small cough as she lightly cleared her throat. "Er, um, Tom knew my dad." Her eyes lost focus again as she stared off to the side, looking beyond Levi, and their surroundings. 'She's looking back into her past, I suppose. Still haunted by it, by the looks of it.'

"He refused to tell me anything about him, ever. Nothing other than that he was a very bad man. That was about it… Apparently Tom never met my mom and my dad never told him anything about her."

Levi was silent for a moment. "So, how did you come to be with Tom?"

Zelda's expression didn't change, her mind still off in some faraway memory.

"Well, aside from whatever other monstrosities my dad was apparently up to, I guess he also had a horrible gambling problem. He owed big bucks to some local bookies and had debts that he couldn't pay back. Don't ask me why but Tom covered them for him. As payback to cover his debt to Tom, my dad gave him me."

At this, Zelda blinked, and finally seemed to consciously return to the present. She looked at Levi with watery eyes and then threw him a small shrug.

"That's what I was to him- A bargaining chip. Just a way to save his neck and buy his way out of trouble." She sighed and let her head fall back against the wall, staring up at the ceiling.

"Truth be told, with the kind of man that Tom makes him out to be, there's really no telling if he was really even my dad or not. For all I know he stole me from someone, or bought me from someone else. Maybe I was won as part of a bet? I don't know, and I gave up caring years ago." Zelda lowered her head and paused. "Tom always said that he got the better end of the deal though. So at least there's that." She gave a wry smile, her focus dropping down to the ground in front of her.

Levi stared at her silently, feeling that it was better to not say anything and let her sit undisturbed for a moment. Finally, he spoke-quietly and uncertainly.

"I can understand it a bit… My mom was a whore in a brothel. I was there with her for the early years of my life. Early on, she tried to take care of me and we spent time together, but even still, I barely knew her. Then she got sick and after that I might as well have not been there. I definitely wasn't considered a son to her, and I was pretty much all but forgotten about. My father… He could be anyone, anywhere, alive or dead- I have no clue." He took a breath as Zelda tilted her head forward to look at him as he spoke.

"I don't know my father and never will. It's hard to not know where you came from, and to have the parents that were supposed to love you, not care at all, or leave you to fend for yourself." He looked her squarely in the eyes. "I get it."

Zelda nodded, the tears streaming silently down her face. She looked back up at the ceiling and allowed them to continue to fall. Just barely, Levi could hear her murmur the words "Yeah, I think maybe you do."

They stayed seated in their places for what seemed to be hours, until the light began to change. Zelda's tears had dried up long ago, but she hadn't moved from her upturned position against the wall.

Suddenly, she pulled her head straight forward and looked toward Levi, whose head was once again down between his bent knees.

"Did you find what you were looking for? When you joined the scouts?"

Startled by the suddenness of the question, Levi looked up and over at her. 'What a loaded question…I'm not sure I can answer that. I'm not sure I've ever even thought about it…'

He mulled it over in his mind, before he responded. "Joining the scouts gave me a sense of purpose… but, I don't know that that's exactly what I was looking for. I'm not sure if I was ever really looking for anything. Maybe a place where I was wanted and needed. Or maybe just a place to bide my days on this god-forsaken world." He halted, not sure how much to share. "When I initially joined, it was only intended to be temporary. It wasn't until later that I decided to stay on permanently."

She raised an eyebrow and cocked her head towards him.

Levi tightened his jaw. "It's a long story. Who knows, maybe I'll share it one day, but not now."

Zelda bit her lip and sat registering his words. Then slowly she crawled over on all fours to once again sit in front of him. Levi regarded her with mild curiosity. 'What is she up to this time?'

Reaching out, Zelda lightly put a hand on the handle of his ODM weapon. "This…equipment. Levi, can you show me how it works? I've always been curious- ever since word traveled to us about the gates of wall Maria finally opening and the Eldian's within it venturing out -and this is the first time I've ever been this close and spent this much time near a scout. We've got a lot of time, and I promise to be quiet. Will you teach me about your gear?"

He had to admit that he was surprised. He hadn't expected her to take much interest at all in his gear, but then he thought back briefly to a brawl that had threatened to break out at the tavern while his group had been there, and her expert wielding of the knife that had been pulled. She hadn't seemed terribly fearful of it, plus she hadn't been scared as they'd flown high up through the trees to get here, so he guessed he shouldn't be surprised that someone like her wouldn't be afraid to get close to a weapon dangerous enough to take out the most monstrous of creatures.

Levi took his hand and placed it on top of hers, gently pulling her hand from the handle.

"Yeah, I'll show you. As long as you promise to listen closely and follow directions. This gear is complex and the weapon is incredibly dangerous."

The excitement in her eyes was so obvious that even he couldn't help but give a small chuckle. The look reminded him of Sasha being told that a cart of premium meat was being prepared to be served for dinner.

At his laugh, her eyes enlarged and her expression fell.

"What?" He asked, becoming concerned.

"Nothing." she responded, her eyes still wide and her mouth slightly agape. "It's just…I think you laughed. It was small, so maybe I was wrong, but I think you did. Did you?"

Levi frowned, cutting his eyes sharply at her. "No. Pretty sure I didn't."

"Oh." Her expression shifted slightly, but he could tell she didn't quite believe it.

"It was an amazing sound. I didn't think you were capable of it, so it caught me off guard." She met his eyes and a huge grin lit up her pretty face as she leaned forward into his. "Even so, I'd love to hear whatever it was again! I'll make it my mission to make sure I do!" She let out a girlish laugh and then hopped to her feet, leaving Levi still sitting, his face crimson and red-hot. 'I didn't notice it before, but I think she might be crazy. Yeah. Definitely. But even still… I'd kind of like to…' He wasn't able to finish his thought. His brain wouldn't let him formulate the remainder of it. 'I don't know, maybe I've just spent too much time alone. I'm not used to this much one on one human interaction.'

Standing up, he came face to face with Zelda. Carefully he pointed out the ODM gear and it's parts and weaponry. He walked her through how it worked and how the blades were used and refilled. Her interest was evident and so was her intellect. 'She picks up the information that I give her faster than most of the imbeciles in our squad.' He noted to himself.

Once they'd gone over it well, but against his better judgment, Levi decided to go ahead an allow her to hold the ODM blade. He pulled it out and let her hold it in her hand. Once she'd had a chance to do that and he felt like she could safely hold and maneuver it, he showed her the proper way to wield it. Again she picked it up rather quickly and he found himself impressed as he watched her. They spent the rest of the day with him showing her basic movements and strikes with the blade. He explained to her the basic anatomy of the titans and where the scouts aimed to try to take them down effectively. As he allowed her to learn and practice with the gear, he begrudgingly answered her initial questions about his time with the scouts, yet later regaled her with stories of his various missions outside of the walls.

By the time that dusk had come they were both spent, but Zelda was tired and red, yet full of excited energy. The excitement on her face was contagious and he found himself energized from the prospect of training for the first time in a very long time.

As they settled down, they began to discuss their next options and plans for leaving their shelter.

"I'm going to fire off our last flare tonight." Levi told her. We'll fire it and we'll give them until tomorrow night to find us. If they're not here by dusk tomorrow then we'll have to set off by foot. We'll move in the night and go as quickly as we can to find shelter and a route back to Wall Maria."

Zelda nodded. "Got it. So since there's been no sign of anyone showing up from the flare we shot earlier, we'll be here for tonight?"

"That's right."

Zelda looked worried as she took in the space around them. "I get it Levi, but the day was already incredibly cold in here. The night is going to be freezing and all we found was that one tiny thin blanket. Are we actually going to be able to survive an entire night here? The last thing I want to do is to have survived all of that, only to be done in by freezing temperatures."

He turned a stoic face to look at her. "You won't. We won't be killed off by anything so trivial. Now obviously we can't do a fire here, so that will make things much more uncomfortable, but we'll make it work. You can take the cover and bundle up in the corner over there. It will keep the wind coming in from the destroyed walls from hitting you as much, so you'll stay warmer."

Zelda looked at him and Levi saw her eyes lower and her mouth pucker. 'Okay. She's got a problem with something, I can already see it coming. What did I say wrong now?'

"So you want me to use the only blanket that we've got? And you'll do what exactly?"

'Ah,' Levi thought. 'So we're doing this again. Except this time it's not food, it about the blanket?' Women.

"Look Zelda, it's not as simple as the food, we don't have multiples to go around. We just have the one, so theres not much else to be done."

He stopped talking as he looked at her face. A red flush had crept up from her neck and was crossing across the bridge of her nose as she dropped her head and eyes.

"Of course there's something to be done." She said, not looking up. "The blanket is thin, but it's definitely wide enough for two. We'll share it." She looked at him, and it was obvious that she was embarrassed, but also obvious that she meant her words.

Levi stammered. "Uh, I don't think that would be wise. It would be inappropriate and it's unnecessary..."

Zelda snorted. "Wrong. It would be unnecessary for you to freeze to death because we're too worried about appropriateness to keep ourselves warm. We can both fit under the blanket, plus the body heat will be good for both of us. It's the smartest thing that we can do to give us the best odds of making it through the night. It's going to get cold tonight Levi. We'll need each other."

She looked directly at him. The embarrassment was still there, but so was her will. He could see she meant it and that arguing with her would likely get them nowhere. He could put his foot down if he wanted, but his gut said that he'd then be spending the night forcibly pushing her away as she continued trying to find ways to put him under the blanket.

"Fine."

He looked her dead in the eyes as he said it and then let out a large sigh. "We'll share the blanket and use each other's body heat for extra warmth. Is there anything else?"

Zelda stared at him for a moment more, probably gauging whether she could trust these words or not. Then she sat back and gave a half-smile. "Okay then. Nothing else….at the moment."

~0~0~0~

He hated to admit it, but she'd been right. As he huffed and watched the white smoke-like reaction flow from his mouth, he realized that it would in fact be a long, cold night. Zelda had already laid under the blanket to try to rest, but it was obvious that she was struggling. He could see her openly shivering and her lack of outerwear wasn't helping at all. She'd run from the titans wearing only what she'd had on in the tavern. The stockings that she'd been wearing had understandably become ripped and soiled. Luckily, they had found a pair of semi-thick socks in a trunk here in the church, however that's where the luck ended. There were no other warmer clothes for her to change into and she'd adamantly declined Levi's attempt to force her to take his scout's jacket, though after considerable effort he'd managed to get the cloak around her.

Now, she had taken the cloak off, determined that they would drape it over the blanket and use it as extra covering for the two of them during the night. He'd fussed at first, but now that the chill of the cold was reaching his bones, he realized he'd be happy for the extra warmth.

They'd stayed up most of the night, trying to keep themselves moving and keeping an eye out for any signs of rescue. Now however was an unlikely time for any scouts to be making there way here. Levi had affixed a scout insignia to the building to catch the attention of any scout that might wander by, and now with the cold bearing down on them, sleep would hopefully provide a suitable method for surviving the next few hours.

Ensuring that everything appeared safe on the horizon, Levi felt that a few hours of sleep would be useful and he was hopeful that the blanket- and yes, even the extra heat of lying near another person- would help provide some warmth to his freezing body.

Slightly uncomfortable, but rapidly becoming too cold to be concerned with it, he took a deep breath and then clambered down and crawled under the blanket and cloak next to Zelda. He laid straight on his back, looking directly up at the ceiling, swallowing hard, and trying not to move a muscle. After a moment, he cautiously tilted his head in her direction, telling himself he was just checking to ensure that she was sleeping.

As he turned, he was faced with the exact sight he'd been hoping he wouldn't see. Zelda was already looking at him. Her deep brown eyes were thoughtful but hesitant. With a small clearing of his throat, Levi quickly turned his head back toward the ceiling, and then he rotated over, turning his back to Zelda and resting on his side.

"Are you having a hard time sleeping?" He asked flatly.

"Mmm? Yeah, kind of." She answered softly. "It's really cold."

"Yeah. You were right about the blanket and the cloak, though I'm not sure even that's enough to help us through the night."

He felt somewhat bad, being so distant with her, but this situation was so beyond the scope of ordinary for him, it all just felt unreal.

"Mmhmm."

Levi could still feel her eyes on him, but he had nowhere to go from here. No clue how to make any of this more comfortable. After awhile he could hear her shifting around behind him, but he held still and made no efforts to make any other movements.

Still feeling chilled to the bone himself, he wondered for what felt like the hundredth time, how Zelda was faring. She had far less clothing than him and he had to be honest that he was concerned whether or not the thin cloth of her dress would keep her warm enough. It would be bad if she were to get really sick and they had to travel tomorrow. 'Is that really what I'm worried about? Her getting sick and slowing me down?' He grunted to himself. Maybe the cold was getting to him, he'd like to think that he was better than this. That something as simple as sharing a blanket with a woman wouldn't make him so callous.

As he lay thinking about it, a small sound in the air caught his attention. It was faint, but he could hear it. Focusing his senses he tried to pay attention and pinpoint the source. It took him just a moment to figure it out. 'Her teeth. They're chattering.'

He couldn't say that he was honestly surprised. It was freezing and he'd just seen her shivering. So why was he acting so ambivalent? It was survival 101 and after growing up in the Underground, he could teach a masterclass in survival. He knew this one instinctually. Body heat was the obvious way to stay warm in these conditions. So why was he acting like her simple recommendation was some kind of sin? And why would he intentionally let her shiver and freeze instead of caring for her?

Angry with himself, he rolled over. He could see her back, she was tucked into a ball, her hair splayed behind her and her shoulders shaking heavily. Levi instantly felt a stab of regret.

"Zelda…"

"Hmm..?" She didn't turn towards him, He watched as she just held herself a little tighter and continued to shiver in front of him.

"Uh…". He tentatively reached out a hand and lightly touched her back. He didn't know the best way to fix this. A formal request seemed a little too…formal?

Slowly she unfurled her legs and then rolled over to face him. Her skin seemed ashen and her lips lightly blue. She immediately took her arms and crossed them over her chest, holding them against herself and rubbing her hands over her arms.

'She knows body heat is the best remedy for this. She's told me so already. Even still, I've made it clear that I'm not interested, so she's basically resigned herself to freeze rather than reach out to try and touch me...' He hated to admit it, but he really was ashamed of himself. And he couldn't even explain the major problem he was having. What was it that was making this so difficult for him? Frustrated, he ran a hand through his hair, pulling back the strands that were hanging into his eyes.

As he looked at her, she quickly shifted her eyes away from his and then closed them. He could see the tension in her jaw. She was pressing it together to keep it from chattering. The same way she was trying to hold herself tightly to stop the shivering.

God, he was a moron. At this rate, if his team did show up they'd show up for nothing. They'd either find two frozen corpses or Levi would effectively have ensured that the titans had two people-flavored lollipops that they could snack on when they got hungry. Either way it would be a fruitless exercise in idiocy.

As he continued to delay, Zelda let out a large shake and then once again rolled away from him, tucking her legs back up and trying to siphon from her own body warmth.

Yeah. Moron. Letting out a deep breath, Levi scooted in and closing his eyes, he slowly slid an arm around her, wrapping it around her stomach and pulling her back against his chest and abs. When she was tightly against him, he took his hand and began to rapidly rub over her outermost arm, working to warm it with the friction of their skin. As he felt the skin beneath his hands begin to warm, he also felt the rock hard tension in her muscles begin to relax. Slowly she began to relax against him and he could feel it as her body began to soften and mold back against his. He stopped rubbing and gently laid his arm over her waist and across her stomach once again. Carefully, he leaned his head over to the side of hers so that his mouth was near her ear.

"I'm sorry. I didn't mean to let you freeze. I got overly concerned with… appearances. It was stupid of me."

He could feel her body tense up and a large shiver ran through her as he spoke, but she didn't immediately respond to his words.

Finally, after a minute or so, she lifted up his arm and then rolled over, turning on her other side to face him directly. She licked her lips nervously before she raised her eyes towards him. Levi watched her face and he couldn't help but be fascinated by her thick lashes as she slowly turned her big brown eyes up to look at him.

"Why is that?"

He hesitated and his eyebrows dropped as he pulled his neck back to look at her. "Why is what?"

"Why are you so concerned about appearances? And exactly what appearance are you trying to avoid?" As she asked, she tentatively brought a hand up over and across his back, pulling her body closer to his as she did so.

Levi looked at her, a serious and thoughtful expression on his face. It wasn't a difficult question. But at the same time…He supposed it was a really good one. He guessed the textbook answer would be 'the appearance of impropriety' and that it would be unbecoming of a scout. But really, since when did either of those things concern him? His job as a scout had one major focus and impropriety and 'scout appearances' didn't even make the list.

Along with that, what was the point of him pretending that he didn't know what his real problem was with her? He'd been with women before. He'd been attracted to women before. Granted there was something slightly different about this feeling for her, but it was still rooted in the same thing. Was it just because this was happening in the course of his mission or was it something else?

She was staring at him. It looked like she may have given up waiting for an answer or that she just may have decided for him that he didn't have one to give. Either way, Levi could see it in her eyes as the disappointment flittered across them. Her head dropped and she pulled her hand back. She was preparing to turn her back on him again. Briefly Levi wondered how many more times she would turn away before she made it permanent and decided not to try to face him again.

'I guess I'd rather not find out.' Before she could roll over, he took his hand and put it on her shoulder, holding her firmly in place.

"I don't… Have a reason." He squeezed her shoulder. "Not a good one at least."

A confused look crossed her face. Levi shifted his eyes off to the side for a moment.

"You were right about the body heat. It's the most effective way to stay warm." He swallowed hard, feeling a flush creeping up his body. "It seems counterproductive, but skin to skin contact is actually the best way…"

He turned his eyes back to hers, uncertain of how she would react to such a bold statement. She stared back, her eyes locked on his. As he watched, an almost imperceptible grin appeared on her face.

"Yeah, I know." She dropped her eyes. "I'm trying really hard not to make you uncomfortable, but if I'm being honest, my preference between the two, if given the choice, would really be not freezing to death."

Levi continued to watch her, his face contemplative as he tried to understand the woman before him. She watched him for on moment, but when he said nothing and made no move, she let out a little sigh and twisting her mouth to the side, she sat up. As Levi watched, she deftly untied her dress and then started to lift her dress up.

Before she pulled it over her head, she paused and looked at him uncertainly. "You won't think low of me though, right?" The look in her eyes were reflective and Levi could instantly tell that this seemed to be of real importance to her. Quickly he sat up and removed his outer shirt. Pushing down the embarrassment that was threatening him, he then stood and removed his pants. Leaving only his underwear, he quickly got back under the covers and looked at her.

"Now. Will you think less of me?"

The smile that she gave him made it worth it. It was demure and understated, but filled with an open gratefulness and affection that he, himself, immediately appreciated.

"Thanks" she murmured softly, as she pulled her dress the rest of the way over her head. Abruptly Levi turned his head so that he wouldn't stare, as the dress came off and she sat with nothing but her brassiere and panties left on.

Bashfully, Zelda, laid the dress across the blanket and cloak, and then pulled the blanket up to her neck. She tucked her lips inside her mouth, bringing her fingers nervously to it. She looked at Levi with her large doe eyes and he found it hard to ignore her. As he sat trying to determine the most comfortable way to navigate this, it struck him that there wasn't going to be one. Looking at her large brown eyes staring at him so innocently and her dark curls cascading over her soft tan skin- the image that his brain kept creating of what must lie behind the blanket, was causing a problem. And that "problem" was growing by the minute, and was sure to put a wedge between any kind of skin-to-skin contact that the two of them could have.

His face growing hot, Levi, propped an elbow on one of his knees under the blanket and then unceremoniously dropped his head onto his hand, his black hair flinging forward and hanging into his eyes. 'How the hell is this going to work? No way does she not think I'm a creep. How did I even think that this could be a good idea?'

Groaning, he tilted his head to the side, to once again find Zelda looking at him. One of her eyebrows was lifted in mild curiosity, her arm was gripping the blanket tightly over her chest, and her mouth was half-open as though she wanted to say something but wasn't quite sure if she should.

Levi groaned again and squeezed his eyes shut. This was all getting worse and worse. Suddenly, he felt a hand on his shoulder. He forced himself to open his eyes again and this time he saw Zelda laying herself down and reaching out to pull him down as well.

"Don't worry too much. It will make this all pointless." She gave him a small half-smile. "It's not getting any warmer, Levi. We can make this work, okay?"

With that she gave the side of his face a swift stroke with her hand and then tugged him down next to her. He tumbled down, and then after getting his bearings back, threw her a look of aggravation. Zelda laughed and the twinkle in her voice and her eyes, eased some of his tension.

It didn't help at all with the problem he was having downstairs though. If anything, it seemed to make that problem worse, but at least it took his mind off of it. As he lay next to her, both of them covered by the blanket, Levi looked over at her.

"I don't want to make you uncomfortable, how should we do this?"

Zelda looked at him and then gave a small shrug. "I say we don't worry about it, lets just stay warm."

With that, she scooted over on her side, and putting her stomach against the side of his body, she threw an arm over his chest. Immediately Levi, turned and rolled over on his side, putting his back to her and leaving her to spoon against it.

Zelda raised no complaints. Instead she placed her arm tightly around his chest and pressed her chest and stomach tightly into his back, savoring the warmth coming from his body. Finally she laid her head against the back of his neck, rubbing her cold nose against his skin there and inhaling his scent.

Levi took his arm and held tightly to the arm she had around him, also pulling in the heat from her body. He could feel himself getting harder every time she moved. He was much warmer, but he was sure he wasn't going to be able to get any sleep at all this way.

He lay there stiffly. Uncomfortable, but much, much warmer than he had been. He could hear Zelda breathing softly behind him. The warmth of her breath blew in consistent intervals against his back. He wasn't certain if she had fallen asleep yet, but at least her body had stopped shaking and her teeth were no longer chattering.

Pulling it from under him, Levi bent his other arm up and covered his eyes. 'How did I get myself into this mess? Half-naked in freezing temperatures, under a blanket, in an abandoned church in the middle of nowhere, titans looming, no transportation, and a beautiful woman whose survival is in my care to boot? This isn't what I signed up for when we took on this expedition.'

His movement caused Zelda to shift. Her arm slid slightly down his chest and twisted slightly and then pressed in closer. He bit down hard and groaned inwardly as it elicited another jump from his unwanted visitor downstairs. 'This is why. This is exactly why this is a bad idea. All I need is for her hand to accidentally brush downwards and it's all over. She's trusted me so far, but that will put a quick end to it.'

"Levi?"

Her voice unexpectedly startled him from his thoughts. Tensing up, he tried his best not to move.

"Yeah?"

"Is everything okay? I mean, I know you're a little uncomfortable with this… but still, are you alright? This is better, right? At least, I know I'm warmer. Are you? Do you want me to give you some space? Is it too much for you? Do you need-"

"Stop." He could already tell that she was ramping this up to be more of a big deal than it needed to be. "It's fine. I'm fine."

She went silent, but he could tell from the change in her breathing that she was upset. Shit. He dropped the arm down from his eyes. 'I'm just not cut out for this.' With a light sigh, he tried again. Intentionally forcing his voice to take on a softer tone this time.

"Zelda, seriously. Everything is just fine. Just focus on staying warm and trying to get some sleep, alright?"

Her silence continued and after a moment he started to wonder if he would have done better to have said nothing himself. Maybe he'd just made things worse?

"Can you turn around?"

"What?" He hadn't seen that coming.

"Turn around. Turn this way and look at me. So I can see your face."

Levi hesitated. Obviously he didn't want to. For one very simple, very strong reason. But even outside of that, he had reservations. Laying face to face with her felt, somehow…. Oddly intimate. Too intimate. Of course, if it didn't bother her, he saw no reason that it should bother him, and yet….

"Zelda, I think that's enough of this for tonight. We're warming each other up. Isn't that good enough?"

Another pause. "No."

The hand that she had wrapped over him, raised and gave a small tug on his shoulder. She wasn't trying to pull him over, but rather was asking him with her body, to follow through on what she was asking of him with her mouth. Levi closed his eyes. There was no way this could go well. Maybe he should just get up and move. Sleep in the corner and double up the blanket on her. It would help keep her warmer and then neither of them would have to go through this bizarre sleeping arrangement.

"Levi, look at me…. Please?"

His eyes opening and rolling upwards, Levi slowly rolled over until he was laying on the other side of his body and facing Zelda directly. He'd given space between his hips and her body. It was the only way now that he could keep his hard-on from rubbing against her, but all it would take was the slightest movement forward from her and even that effort would be rendered pointless.

Levi looked her coolly in the eyes. "Alright. What do you need Zelda?"

She stared at him. Her eyes fixated deeply on his, then she lifted her arm. Levi immediately tightened up. His reflexes kicked in and he slid backwards without a second thought.

The traces of a smile appeared on Zelda's face.

"Yeah, this is enough. Stop running already."

Unmoving, Levi kept his eyes on her, but didn't say a word. He was loathe to say or do anything at this point. He had nowhere to go. He couldn't calm himself, so almost any move she made, and Zelda would know what he was hiding under his shorts.

To his surprise, she reached up and cupped his face. "The warmth is nice." Her cheeks flushed a deep rosy tint. "Being here with you is nice. I mean, I know it's not ideal, the titans, low food, no transportation and what not. But honestly, If all that's pushed out of my mind… right here with you is the perfect place for me."

Levi's mouth opened just slightly, but before he could do anything about it, Zelda leaned forward, her eyes never parting from his.

With eyes opened, she gingerly put her mouth on his. Softly at first, obviously testing to determine what his reaction would be. When he didn't move and instead remained stiff- staring at her but not saying or doing anything else- she pressed her mouth further, lightly kissing at his lips. As he looked into the warmness of her brown eyes, Levi couldn't help it as his mouth moved on its own, slowly returning the kiss, as their eyes continued to lock onto each others. Once he began to reciprocate, Zelda tilted her head slightly, and Levi could feel just the tip of her soft tongue delicately brushing through his mouth. As her eyes fell closed, her hand slid to the back of his head, her fingers sliding up and through the short hair at his nape and then tangling and tightening in the longer lengths as they traveled.

With a groan, he shut his eyes, and forgetting about his earlier concerns, he grasped her and pulled her roughly against his body. She moaned as he did this and the sound sparked something carnal within him. He immediately flipped her to her back, straddling over her and pinning her arms above her.

Grasping her arms firmly he leaned down and brought his mouth to hers. Greedily she pressed her open mouth aggressively against his, her tongue snaking eagerly against his own. Her petite frame arched up against him, and Levi could feel himself rock-hard and aching as she gingerly spread her legs and gracefully wrapped one slender thigh around his back.

Breathing heavily, he broke this kiss and prepared to take her as he looked down at her – her lips were parted, her smooth, golden bronze skin was flushed, and her chest was rising and falling seductively, as she too let out heavy breaths – and then he paused. Between his time in the underground and even after joining the scouts, he'd been with more women than he cared to count. He wasn't unfamiliar with this position at all. The next steps were easy. She was here and obviously willing. Typically he'd just be a simple unbuckle away, but today they didn't even have that between them.

Still… it wasn't so easy. Not here and not with her. He looked down at her, internally battling between his mind, heart, and body, and becoming infinitely more frustrated by the second. With a loud growl, he slammed his hand down hard on the floor off to the side of where she lay. Zelda's head snapped to the side to look at it and then back to look at him, concern written across her face. As she did, Levi let out a sigh and rolled from over her, returning to his place next to her. Tossing the blankets over Zelda's body, he sat up with one leg up so that he could rest his elbow on the knee and then hold his head in his hand, the other hand held limply at his lap.

He sat there quietly for a moment, head down, while he wrestled with his thoughts. Finally, he spoke without looking up.

"Have you ever been with a man before?"

He could hear Zelda shuffling around. He didn't want to look up, but he'd asked her an extremely intimate question. The least he could do was give her the courtesy of his attention. Still holding his head in his hand, Levi raised his head to look over towards her. "Am I- Or would I be your first?"

Zelda had sat up, the blanket bundled around her and pulled up under her armpits. She was chewing on her lip, her eyes looking nervously off to the side. It was obviously an uncomfortable question. He had asked because on top of everything else, Levi had felt like he was taking advantage of her here and he had to know how deep he was getting in. But now the look on her face made him immediately regret asking. He was on the verge of opening his mouth and recanting -telling her 'never mind' and apologizing for asking in the first place- when she spoke up.

"Uhm… yeah, I have. …I mean, I'm not a virgin... "

'Oh, that's good. So I wouldn't be taking full advantage of her.' He'd originally thought that this would be good news, but now he also couldn't help but be concerned that for some reason this information also kind of bothered him. 'That's stupid. She's beautiful, why wouldn't she have been with men? And why would I care when I've got my own past?' Still the slight feeling of what could only be described as jealousy, was plaguing him. It was irritating.

"But uh… I guess this would be the first time of my own volition…"

'Huh?' Levi's entire thought process came to a grinding halt. Outwardly, his eyes searched her face, but in reality, his mind had effectively shut down. He had to repeat her words in his head several times to first ensure he'd heard them right, and then to ensure he'd grasped their meaning.

"Of your own volition…. Are you saying…"

Her face was red, and her fingers were twisting uncomfortably in the edges of the blanket. It was obvious that it was difficult for her. Yes, he'd understood her meaning properly. Before she could respond, he'd moved back over to her side, and sitting next to her, he pressed his shoulder against hers.

"Never mind. You don't have to say anymore. I understand."

She looked over at him.

"Please don't do that. I don't want your pity and I don't want you to see me that way."

Her eyes were sad, but there was a spark of determination in them that he couldn't miss or mistake.

"Bad things happen all the time. Let's face it,". She looked down and sighed heavily, her shoulders rising and falling. "This world is cruel." She turned to face him once more, her face certain and sure. "But I won't be a victim to it. I want to seize what I can as mine, at every opportunity that I can. Right now is my chance for that. It's a chance for me to finally make my own decision about who I share my body with. I want to do this Levi. With you."

She looked off to the side, her voice lowering as she continued. "But I also don't want you to think badly of me for saying that. Or for wanting it." She swallowed and twisted to face him directly, placing a hand on his collar. "I don't know exactly what you think about me. I know we've only met each other recently, so I can't blame you if you did think maybe I had loose morals, but that's really not it! It's just… you. Even if we did just meet -I've already experienced more with you than anyone left on this planet! I don't know you that well, but I know what I need to, and I know how I feel and what I want."

Levi listened as she spoke, but said nothing. He'd made his mind up as soon as she'd answered his question. This wasn't going to happen. At this point it didn't really matter what she said, or how badly he may want it. There was no way he could go forward with it now. Present situation excluded, it wasn't a good idea, but if he was to consider the facts of their current circumstances, then it became a horrible one. The stress and trauma of everything that had recently happened to her, would be a lot for anyone.

He'd saved her from that, and so of course she would have some attachment because of it. He'd seen it hundreds of times and it would be ridiculous of him If he were to attribute her interest in him to anything more than that. If he went forward with anything – if he had sex with her, knowing everything that he knew… Well, there'd be no denying it- he'd be scum. Worse than scum, really, and even he wouldn't allow himself to be that shitty of a person.

Placing her fingers at the back of his neck, she firmly pulled at him while she moved her face forward, stopping just inches from his.

"I don't expect you to feel exactly the same. You've had a life filled with so much more than me, I'm sure. I'm probably just a small blip in your world. But… I'm hoping that maybe this might still be something that you want too?" Her forehead wrinkled with anxiety as she searched his eyes. "I'm not good at this type of thing. You probably think I'm too naïve. But…I've never been in a serious relationship. I don't really… trust people. It's not the same with you though. Not at all. I'm not worried with you. My only worry is that you don't have any interest at all in me." She paused, her face still mere inches away from his. "Do you? I'm not saying anything past tonight. But enough for here and now?"

Levi frowned. "Stop it."

Zelda blinked and he could see the hurt splash across her eyes. 'Probably better now than later.' Levi thought as he watched her. She promptly closed her mouth and leaned back away from him, her hand dropping back into her lap.

"Look. You sell yourself short A LOT. We're not going to do anything- tonight, tomorrow, or anytime else. You're right I don't know you that well, but I do know that you're an amazing woman and you deserve way more than what a romp in the sack with me would give you. Find someone who actually deserves you and hold out for them. Trust me, I'm not worth it." As he finished talking, her looked at her downcast face and felt like he had to provide her full-disclosure with his statement. "And it has nothing at all to do with you. I definitely have interest. I just think you have way more to give than I should be able to take. There is someone out there that you should actually be holding out to…share yourself with. I'm just not him."

She looked at him, her eyes dull and unhappy, and opened her mouth to say something. She then seemed to think better of it, instead clamping her mouth shut and dropping her eyes downwards. With a short, stiff nod, she turned her back to him and then laid back down on the makeshift mat. Levi watched as she pulled the blanket over her bare shoulder and huddled it around herself.

'Well. I'm still shit. I guess no matter how it goes, I just can't feel good about this.' With a sigh, he lay down on his back, staring up quietly at the ceiling above him and trying his best not to think about the woman next to him and the pull of his growing attraction for her.

END OF PART 2