The quiet rattling of keys jolted her awake. Despite being entirely underground, she still had a pretty decent idea of what time it was, and she was sure that it was not dawn. She remained perfectly still, facing the wall, and awaited the intruder. She listened as the sound of boots hitting the stone floor grew louder, and then halted altogether. Whoever had entered her cell was now standing directly above her. She heard them sigh, and with that, she lunged at them, tackling them to the ground.

"Shit! What the hell?"

Startled to see that it was Captain Levi whom she had pinned to the floor, she froze with his wrists gathered in her hand, the two of them looking at each other in utter shock.

"Why are you here?" she asked, rolling off of him.

"You asked if there was anything you could do to help me," he explained, his features still contorted in disgust, "I thought of something."

"Oh, Levi," she said, her tone condescending, "You realize that I was only flirting with you when we first met so you would lower your guard, don't you? I don't want to sleep with you."

"What? That isn't—"

"I'm just kidding. What time is it?"

"Three in the morning," he replied, rubbing the back of his head where it had collided with the floor.

"Okay. I'm going back to bed."

"You said you'd help me."

"Yeah, but not in the middle of the night. Why are you awake? And fully dressed?"

"Because I'm not lazy."

"Wanting to sleep at night makes me lazy? Get out," she groaned, standing to crawl back into her bed.

"You're a lot nicer in the evenings," he murmured, frowning.

"Aw, you think I'm nice? How sweet. Leave."

"Fine," he snapped, "I guess you don't want to learn how to use ODM gear."

She perked up at that, her interests piqued, and craned her neck to look at him.

"Okay, maybe, but I also want you to find me a beer later. It's compensation for making me get up."

"I can find you wine."

"Allergic to grapes. It has to be beer."

"No. We'd have to go out into town for that."

"Goodnight, Levi."

"Fine, we can go into town later. Are you coming or not?"

"Did you just ask me out on a date?"

"Forget it. This was a terrible idea."

"Of course I'll go on a date with you, Levi. Just let me take a nap whenever we get back."

"No, you're supposed to be watching me all the time."

"You can nap with me. I'm a cuddler, though, so be warned."

"Varga—"

"So easily scandalized. Whatever. So, we're gonna go fly? This is a lovely date idea."

"Your sense of humor is idiotic. Are you coming?"

"Sure, I'll come. What should I wear? You all didn't give me very many options, y'know. Nothing I have is appropriate for a date with Humanity's Strongest."

"It doesn't matter. It's dark outside. I guess you wouldn't know that, though, since you're living in a basement," he sneered.

"Yeah, against my will. And have some common sense. If it's three in the morning, of course it's dark."

He rolled his eyes, leaning against the wall and folding his arms.

"Get dressed," he demanded.

"With you standing there? What are you, a pervert? You want to see me naked before we even go on our first date?"

"You said you'd stop doing this shit."

"I said I'd stop manipulating you. This hardly counts as manipulation."

"Get dressed. I won't look."

"Yeah, sure you won't."

"Don't flatter yourself."

Shrugging her nightgown off, she couldn't help but laugh when she looked over her shoulder. Levi had a hand clamped tightly over his eyes, his head angled towards the ground as an extra precaution.

"I'm done," she announced, running her fingers through her hair as a makeshift brush.

"Are you sure?"

"Who's flattering themselves now?" she snorted, lacing up her boots.

Peaking through his fingers and seeing that she was decent, he let his hand fall back to his side.

"It's chilly," he remarked, glancing at her bare arms, "I'd bring a coat."

"Nah," she replied, the corners of her lips twitching up into a faint smirk, "I run hot, Captain."

"I doubt it. A cold-hearted bitch like you?"

Immediately after the words left his mouth, his eyes grew wide, and his hand twitched, almost as if he was resisting the urge to slap himself in the face. Without saying anything, she inched towards him, the sound of her boots echoing throughout the cell. When she reared her hand back, he didn't flinch, glaring at her expectantly.

"Listen, I'm—"

She chuckled at that, playfully grabbing his shoulder and jostling him a little.

"A lot funnier than I gave you credit for. Christ, Levi, you didn't even miss a beat. You been savin' that one for me?"

He sighed, stepping far enough away from her so that her hand dropped from his body.

"Sorry," he mumbled, crossing his arms, "I shouldn't have said that."

"If I got upset every time a man called me a bitch, I would've stopped leaving my house a long time ago," she replied, "Forgive and forget. Let's head out, Captain."

As she moved for the cell door, she felt him staring at her. She pretended not to notice, halting and waiting for him to go in front of her.

"Not a chance," was his response.

"Oh, come on," she huffed, "You still think I'm gonna kill you?"

"I didn't come this far in life to get shanked in a basement. Go."

Rolling her eyes, she allowed him to push her towards the front of the stairs, but she made sure to walk as slowly as possible. He was silently fuming when they reached ground level, practically stepping on the heels of her shoes as he rushed her outside. He grabbed what looked like a harness, throwing it at her chest. She looked at it, wondering where the rest of the gear was supposed to be, but that question was answered as soon as Levi launched a few more things at her.

"Didn't realize I pissed you off that much, Levi. Just remember, you're the one who came to me."

"I remember," he snapped, strapping his own gear on in an impressively quick fashion, "And I won't do it again."

She laughed quietly, picking up one of the items he had chucked at her. It was a thin leather strap, though she wasn't quite sure where to put it, considering she'd already identified the harness that was supposed to go over her shirt. Curiously, she tied her hair back with it.

"Surprised you haven't complained about—Oh."

The disappointment in his tone was so evident that she had to bite her tongue to keep from laughing at him. He seemed more disturbed than irritated, his brows furrowing in concern, his lips pulled into a small frown.

Finally, he said carefully, "That doesn't go there."

"I figured. You look like you're about to cry."

"You put all of it on wrong."

"All of it?"

"Remarkably, yes."

"To the extent that you feel insulted?"

"I don't feel insulted," he mumbled, stepping far closer to her than she was expecting, "But I don't have time for this."

"Ah, right. I forget how busy three in the morning is for everyone. You know, the time of day where everyone loves to—"

Before she'd realized what was happening, he pulled the strap out of her hair, abruptly cutting her off. His hands them immediately went to the buckle resting on the small of her back, yanking it open swiftly.

"Woah, Levi. I didn't take you for this kind of man. Let's get through our date first, yeah?"

"Just...shut up. Please," he hissed, tugging at the harness so she would lift her arms up. "Don't—don't make it weird, okay?"

He sounded sincere enough, so she kept her mouth shut, looking at the sky when Levi pulled the harness back over her arms, noticing he'd simply turned it the opposite way. He fastened the buckle across her chest, moving his arm along her waist so that he could adjust something in the back. He was even closer like this, and she felt her breath hitch, appalled by the fact that she was nervous, whereas Levi seemed perfectly preoccupied. The tension snapped when he tugged on something, making the strap around her chest tighten far too quickly.

"Christ, Levi!" she cried, reflexively shoving him back, "Are you trying to give me a breast reduction?"

He frowned again, dropping to his knees and untangling the mess of straps on the ground. He muttered something quietly to himself, barely audible, and all she caught was "—never complained this much."

"Who never complained this much? Levi, is there another woman?" she teased, though her breathing was still ragged due to the pain in her chest.

He tapped her ankle lightly, and she lifted her leg up a little.

"Foot goes through here," was his only reply. She obliged.

They repeated that step with her other leg, Levi saying nothing as he buckled and tightened the straps around her thighs. When he was done, he grabbed a few metal pieces from the grass and stood. He started attaching parts she couldn't even begin to comprehend the use for, clipping something to her lower back. All was well until he hooked something to the back of that.

She stumbled under the weight of whatever was now tugging at her hips, almost tripping. Levi, however, seemed to have anticipated this, as he was at her side in an instant, offering her his arm to steady herself with.

"This shit is heavy, Levi," she huffed, removing one of her hands from his arm in an attempt to regain some of her independence.

"You get used to it. Here," he said, withdrawing his arm completely, "These are the triggers. This is where you attach the blades, but you won't be needing those tonight. Still, I'd recommend holding them the same way you hold your knives. You want to develop a comfortable grip right off the bat, or else you're going to feel awkward."

She experimentally pulled the triggers, mesmerized by the action (though nothing had occurred as a consequence of it), and she adjusted where her palm rested on the handle.

"Feel good?" he asked, his tone oddly familiar. She nodded, picking up the other device, both hands now occupied.

"Have you taught this before? I figured most of the people you work with would've already figured this kinda stuff out by now."

"Let's go. I want to be back before the sun rises."

Sighing, she followed him down a worn trail, feeling sleepy by the time they reached the woods. It looked like some type of training grounds, a few platforms nailed to some of the larger tree branches.

"We'll aim low at first. Angle your hips in the direction you're trying to go, or else you're gonna spin yourself in a circle. I'm gonna hook the gas canisters on now, but don't do anything until I say so."

Nodding, she stayed silent as he clamped two long cylinders next to her hips.

"Cadets have to go through balance conditioning, but if you're as skilled of an assassin as you say, you'll have mastered stealth. I'm sure you know that balance is a big part of that."

"Of course I know that."

"Just putting it out there that we're skipping a few steps. Okay, you see that platform up there? It's only about ten feet high. You're going to aim your hooks there. You'll feel a little bit of a jerk at first, like someone's grabbed you by your collar and they're about to beat the shit out of you."

"Comforting."

"Well, don't be surprised when it happens. The biggest thing you need to remember is that the gear isn't your enemy. You don't need to fight it. Everything should feel natural."

"Thanks, Coach Levi. Waiting on your signal."

"Let me see your aim first," he demanded, circling her.

Finally, he said, "Okay, that's fine. Go."

And with that, she soared.

a/n: who do u think levi has taught odm gear to b4 blake place ur bets now! sorry for how late this is i've been Struggling. also hi all readers who aren't juni ! there r more ppl here than i thought :o