AN: Set in the current time, but somehow in the old Survey Corps HQ because I'm attached to that place.

Contains spoilers for A Choice With No Regrets. Based off my headcanon that Levi hates storms because they remind him of Isabel & Farlan. Enjoy!

If she had to describe how she felt right now, frustrated would be an understatement. It was half past two in the goddamn morning, and as she lay awake in her bed with a pillow pressed against her ear in attempt to muffle the irritating sounds of the raging storm outside, she knew any chance at getting a good night's rest was long gone, and lying awake until morning would be a waste of time.

She tossed aside her pillow and sat up, hoping that maybe someone else was having as much trouble sleeping with all this noise as she was.
Looking around the room every other girl there looked to be in such a deep sleep that if a titan were to burst its way into the the headquarters right now, they would probably sleep their way into its stomach. ''Just my luck…'' She whispered to herself and let out a long sigh.

It was no use staying here she figured as she slowly slipped on her white pants and simple button-up shirt, followed by her boots, and grabbed her jacket and scarf off the end of her bed as she tip-toed towards the door and silently slid out into the cold hallway.

It was lights out at precisely ten o'clock in the Scouting Legion headquarters, and most nights Mikasa was grateful for it. As soldiers they were compelled to spend the vast majority of their day training, be it with the 3DMG, simple sparring exercises, running laps or countless reps of push ups, crunches, and whatever else you could imagine, they had to stay in shape when they weren't on missions outside the walls. And on the rare occasion they actually had a day off, that obsessive clean-freak shorty had them up bright and early cleaning every inch of the place.

But some nights, no matter what the previous day entailed, she just couldn't bring herself to rest.

Sometimes, it was nightmares. Seeing her friends lie peacefully asleep in their beds before closing her eyes to see visions of them in the grasp of giant hands, or bitten in half before her eyes, screaming out her name. Seeing herself surround by the beasts, with damaged or broken gear. Imagining the lifeless faces of Eren or Armin, or both, waking abruptly, remembering the pain of losing her family once again.

Other times, it was nothing in particular. She had grown accustomed to sneaking out on nights like this. It was fine so long as nobody saw her, she was careful, and being humanity's second strongest soldier she was remarkably light on her feet.

Normally, she would go for a walk and let the cool evening air calm her as she emptied her mind, other times, she would get some extra training in, or even sit silently in the kitchen with a cup of tea. She enjoyed being alone. It was one of those rare luxuries that she only got on occasions like these. Most people liked to try and continuously keep up a conversation when they were around, but she was never like that. She liked the relaxation that came with silence.

Unfortunately, the continuous downpour outside crossed out the option of going for a walk.

To her, the next best option was some late night exercise. As she slowly and quietly made her way down the hall, she noticed a light coming from further down. Is there actually someone else still awake at this time of night?

Before she even realized it, her interest had lead her closer to the source of the light, which she had concluded was coming from Levi's office. She shouldn't be here. Someone could see her, and then she would have to explain why she was wandering around at this time of night, much less why she was outside the office of her superior. He was probably busy, anyway.

But she let her curiosity get the better of her, and she slowly pushed the door open.

''H-Heichou…?''

It didn't rain often around these parts, but when it did, it more often than not came in the form of a moderate to heavy storm, and when it did, he could never sleep.

He tried to keep himself busy throughout the night, as if he didn't have enough paperwork to assist him in doing so. But sometimes, most times, the fear and negative thoughts he tried so desperately to keep out pushed their way in and rid his mind of any possible concentration.

''Who would have ever guessed, Humanity's Strongest Soldier, afraid of a little storm.'' he mumbled to himself as he held his head in his hands, resting his elbows on his desk and rubbing his temples in an attempt to provide some form of relief to his growing headache.

It wasn't necessarily that he was afraid of the storms themselves. He had no fear of the bright flashes of light that appeared throughout the sky, or of the loud cracks and rumbles that accompanied the thunder, and certainly not the small, clear droplets of water that fell from the dark gray clouds.

It was the memories they provoked, the flashbacks and unwavering feelings of anguish and regret, of guilt and self-hatred.

Sighing, he reached over and carefully opened the drawer on the bottom right of his desk, and was greeted with countless Survey Corps badges. It was one of his many secrets. He had begun collecting the badges of his deceased comrades soon after the deaths of Isabel and Farlan, and by now he had a fair amount of them. To him, it was a reminder they were once alive. He no longer knew which badge matched up with which fallen soldier.

Not that it matters, it wouldn't bring them back. I don't even have theirs anyway. He thought to himself as he pushed the small compartment back in.

He sat back up, readjusted his posture, and was about to try and get some more work done when there was a loud crash of thunder, and a sudden wave of sorrow passed over him as he recalled in vivid picture the exact moment he witnessed the two most important people in his life crushed and devoured before his very own eyes, the moment he had decided, it was much easier to avoid getting close to people than to experience the added pain that accompanied their death.

And for a moment, a small sob caught in his throat and he actually thought he might cry. He never cried. He hardly showed any emotions at all, for that matter. That's how he was taught to act, and he had to admit, it was easier than explaining himself to people, most people didn't give a shit, anyway. Everyone deals with their own problems. The only people he had ever shown any emotion around were them. And they were long gone.

He was so deep in thought he didn't even notice the door slightly open, and he definitely didn't realize anyone was there until he heard a soft, familiar voice call out.

''H-Heichou…?''

Great. Now he had a stupid brat to deal with, too.

''Who the hell is it?'' he called out, admittedly sounding more harsh than he had originally intended to, but he was desperate to find out who had the nerve to come marching in at, what time even was it? He looked over at the clock hanging on the wall. Nearly three in the fucking morning. Who was even awake at this time besides him? And wandering the halls, at that? But he already knew the answer, of course, there was only one person who would.

She stepped foreword and out of the shadows cast by the doorway. ''I-It's me, sir.'' She replied shakily. She wasn't normally one to be intimidated by him, unlike the rest of the squad. She hated admitting it sometimes, but they were both alike in many ways. From their strength to their emotions, or lack of therefore, to their deadpan sarcastic remarks, and this was just another way they were alike. She would be lying if she said nobody ever told her she was intimidating, even Eren or Armin had admitted it once or twice.

But right now, she knew full well of her intrusion, and expected him to be less than welcoming. It was late, after all. And he was busy. She thought about turning around and excusing herself, but before she had the chance, he spoke.

''Me? I'm not familiar with a ''Me''. I don't recall us getting any new recruits, especially not ones that would be breaking the rules and wandering the halls at this hour.'' He uttered with a hint of annoyance in his voice, not lifting his head from his papers for even a second. He had known who it was from the moment she arrived, but he figured he would have some fun at the expense of her obvious display of nerves.

She sighed. ''Mikasa Ackerman, s-'' she stopped as she caught his eye. She had to be hallucinating. He wouldn't be. Maybe she was a lot more tired than she had originally thought herself to be. There was absolutely no way that he-

Having noticed her sudden silence, accompanied by a very shocked expression, he panicked, bringing his hand up to his cheek. Shock filled his entire being, eyes widening as he slowly lowered it and held it out in front of him as he realized, he was, in fact, crying. And in front of her, Mikasa Ackerman. The last person he would ever want to be in this situation with.

He brought his hand to his side and clenched his fist as he stood up. ''What the fuck do you want?'' He snapped, internally shaming himself for the obvious sense of urgency in his voice. He hoped he could scare her away, like he could with the majority of people. Avoid any possible questions or mockery. Possibly make her so intimidated that she wouldn't tell the rest of the goddamn squad.

But no, he should have known better. She was one of the few people he could never convince into doing anything with no more than a glare, one of the few people who wasn't even afraid to fight him. He should have known she would just stand there.

''I said..'' he continued as he walked around his desk towards her, stopping a few steps away from her. ''What the fuck do you want?''

She was too shocked to move, or respond, for that matter. She could apologize and tell him her original intentions, that she just couldn't sleep and came in the hopes of a chat or maybe some chores she could do or something. No, she couldn't do that.

She was torn between wanting to stay and run away. She was about as apathetic as him, but she was far from heartless. And she respected him. She would even go as far as saying she cared for him, sometimes a lot more than she would like to admit. And this was one of those times.

There was a limit to the lives she cared about, and not all that long ago, she fully believed that was decided years ago. But recently, that had changed.

Without thinking, she took a couple of steps towards him, put her arm around him, and pulled him in for a slightly awkward hug.

''Oi, what the hell are y-'' he began, but before he could finish he was interrupted by her voice, which somehow managed to sound both comforting and blunt at the same time.
''Just shut up.''

Too taken aback by her sudden choice of actions to fight them, he accepted defeat with a sigh and squeezed his eyes shut to try and prevent anymore possible tears from falling. This was already awkward enough as it was.

Suddenly more aware of their current position, he pushed himself away from her and started walking back to where he previously stood.

She was quiet for a second, before uttering a muffled ''…Why?'' from behind her soft red scarf.

He didn't answer, but instead just stopped and averted his gaze away from her while muttering a barely audible ''tch.''

''Is it…'' She paused, knowing what she was about to say was completely stupid, and could never be the case. ''Is it…the storm?''

His breath caught in his throat and he froze, just for a second, before turning slightly to look out the window at the increasing downpour. ''You wouldn't understand.''

So it is. ''I used to be afraid of storms too whe-''

''That's not it! You don't understand!'' he yelled as he slammed his hand onto his desk, sending a previously neat stack of papers scattering about the surface, and knocking over a pot of ink, sending it crashing to the floor and shattering on contact. Fuck. He silently cursed to himself, thinking about how hard it was going to be to clean the mess.

The sudden actioncaused her to jump ever so slightly, but her shock quickly turned to concern as she saw the pain in his eyes.

''It was a storm just like this. On my first expedition…'' he began. Making sure to keep his gaze focused anywhere but in her direction.

Her eyes widened as she became both intrigued and afraid of what she would hear next.

''I used to have people I loved. Before I joined the Survey Corps, I lived in the Underground District. They were the first friends I had ever made… We swore we would escape from there and live a better life together one day…''

Mikasa had heard rumours of him being a thug in the past from Eren, but she never thought they were actually true. For a second she imagined what it would be like to lose both Eren and Armin. She recalled the pain she felt when she thought Eren had died. If they both were to die…Her heart stopped.

''I understand. If I were to lose Eren and Armin, I-''

''But you still have them! They're still alive!'' He no longer had the will to hold back his tears. ''It was my pride… It was my rotten pride that got them killed!''

As she became mindful of the fact that in this situation, it might be better for her to stay silent and keep her thoughts to her self, Mikasa carefully walked up to where he stood, hesitantly placing her hand over his smaller one, which was still rested on the wooden surface from before.

He felt the tension within him ease slightly as her hand met his own. Her hands were soft, warm, and he felt a sense of comfort and reassurance he hadn't felt in a long time.

She was never the best at comforting people, she rarely had to, and when she did, there was normally at least one other person there to help. Slowly, she extended her opposite hand and placed it on his shoulder, under the intention of getting him to face her.

He couldn't face her, he thought to himself. Not like this. Yet he began to steadily turn around and meet her gaze.

She had never thought for a moment she would see Lance Corporal Levi standing in front of her looking vulnerable, helpless and teary-eyed. She was thunderstruck.

Releasing her hold on him, she bent down slightly to wipe a falling tear from his cheek.

Under normal circumstances, her need to lower herself to his height would have irked him, but right now, he wasn't bothered by it. He turned and sat down, his back against the stone wall and his face buried behind his knees.

''They trusted me. They trusted me and I let them down. They were right in front of me, but I couldn't do anything. ''

She sat down next to him, close enough to feel him trembling through his jacket as he sobbed next to her.

''Their deaths…Both of them…Are my fault!''

Mikasa froze as a question suddenly spiked her interest. Just how many deaths did he blame himself for? She pondered as she stared at man beside her. Putting her arm around him, she pulled him in closer.

He looked up at her, shocked. Recently, she had begun to follow his orders more closely, and even trust in his decisions, but he presumed it was just her way of showing respect, as he was now her Squad Leader. He was confident in the fact that she didn't hate him, though he didn't think she particularly cared for him either. ''So why are you still here..'' He thought to himself.

He noticed her shift slightly, she was no longer looking at him and instead looking off into the distance, and he could feel her tense slightly. What she was thinking about?

''Because…'' she began. Wait, what? He had actually said it? Shit. He waited anxiously for her response, not expecting something anywhere close to positive. Knowing her, she was probably trying to gather as many negative things as she could to use against him at some point in the future. Eren had warned him about her once, some kind of revenge or something.

''Because I…Care about you.'' The end of her sentence was quiet, and he couldn't quite make out what she had said. ''What?'' he questioned, because it had almost sounded like she said she cared about him.

''I care about you.'' She confessed, averting her gaze once more and bringing her scarf up over her face as she normally did when caught in an embarrassing situation.

''Oh.'' So she did. ''I see.'' Suddenly, she felt him rest his head on her shoulder, and her heart jumped. Her gaze retreated back to his now more relaxed form. He looked so small and unthreatening in his current state, though she would never say it, and she couldn't help but blush.

''…What kind of people were they?'' She asked.

''Isabel was… loud. She was a bit stupid sometimes, but she was skilled and had good intentions. Her energy was actually… Kind of nice sometimes.'' He paused for a moment, recalling the times she would tell them the most unbelievable stories, or be too quick to answer something without properly thinking about it.
''Farlan was a bit more logical.. He was always the one to step in when things got out of hand. They were good people.'' He sighed. ''I'll never forget them.''

She gave him a comforting squeeze. She was suddenly curious, and wanted to know more about his past, but she figured she should probably save that for another time.

''What about you?'' He questioned, interrupting her thoughts.

''What do you mean?''

''What were you and those brats like, before…That?''

Recalling the positive memories she had with them was always something she liked to do. Sometimes, she would even imagine what it would have been like if the titans never came. Would Eren have still joined the Survey Corps? Or would she have been able to convince him to stay? Would all three of them have still grown up together? Would they have eventually tried to go beyond the walls together, just the three of them?Nobody could ever really know. If there was one good thing about their current situation, it was that they were all together, and for that she was thankful.

''Armin always talked about the outside world, he liked reading just as much as he does now. He's always been really smart. Eren had even more energy than he does now. He was always very strong-willed and caring. And he always got into a lot of trouble… ''

He silently took note of how she lit up while she talked about them. ''So he was still a brat even back then, huh?'' He teased, earning him an elbow to the side.

She noticed him smirk at that, suddenly realizing he had only said it to get a reaction from her, she smiled.

''You should smile more. It looks good on you.'' He murmured, just loud enough for her to hear. Shocked, she stared at him, unsure of how she wanted to react. She opened her mouth to respond when a clash came from outside, and she noticed him flinch and close his eyes.

She moved her hand to where his lay beside her, and without letting herself think about it, interlaced her fingers with his, looking away slightly to hide the increasing blush on her face as she felt him relax, lying tiredly against her.

No more questions came afterwards as they sat in the peaceful silence, the company of one another enough to put them at ease and lull them into the welcomed sleep neither of them was able to fall into alone.

When he awoke the next morning, he found himself covered with a thin, yet warm, red material. ''Is this….?'' Brat… Aren't you usually extremely attached to this thing…Suddenly remembering the mess he had made the night before, he stood up quickly, but as he looked at his desk, he saw no trace of the previous evening's emotional outburst. Instead, he saw neat piles of paper, and not the slightest trace of ink, as well as a neatly laid out cup of tea.

He grabbed the cup in his usual way, fingers gripping the top of the cup and never the side, in fear of reliving that moment, and took a sip. It was still warm, he noted, and somehow she had managed to make it exactly the way he liked it.

And as he placed the cup back down onto the hardwood surface, for the first time in as long as he could remember, he smiled a true, genuine smile.

Maybe some people are worth getting close to, and maybe he could find it in him to love again.