Hello everyone! Welcome to another new story pumped out fresh from my head! I know what you all are thinking though, "Zimmy, why are you starting another story even though you're already working on six others and keeping us waiting on those?" And to that, I say, "I have an overactive imagination!" *pumps fist into air*

Anyways, since the summary was a lil' vague, this AU is about Angeal and Zack with a different beginning, not as mentor and student, but something else :3 However in the first few chapters it will start with them as mentor and student before changing! Oh, if you squint, you can see some hints of AxZ in the first few chapters of the fic XD So, with that said, I hope you all enjoy! :)

~I: Antecedents~

"There's something suspicious about this. I don't like it either." SOLDIER director Lazard spoke up with a tint of annoyance bubbling deep in his voice.

Currently, the blonde-haired director was sitting behind his desk with a large map spread out across it. There were red circles and X's all over the page. There was writing spaced out in certain corners of the tattered paper map and a stain that was probably tea or coffee rest in the upperhand right corner. A certain location was circled many times with thick brushstrokes, as if the writer had been angered when encroaching it into a thick red circle.

"It makes no sense. Why would an AVALANCHE base bomb itself and take out all of its materials?" He asked himself as he shook his head before bringing up a right gloved hand to press against his forehead and shield most of his face.

"Perhaps they had important documentations they would rather destroy than let fall into enemy hands." A voice like baritone silk interjected.

Lazard glanced back up as he removed his hand from his face to meet eye-to-eye with the owner of the voice. General Sephiroth stood tall and firm in front of him, Commanders Hewley and Rhapsodos on either side of the silverette. Each of them wore firm and slightly conflicted expressions on their faces at this current news. It was certainly a massive load to take in.

However, Hewley had more of an angered glower in his eyes of storming midnight's blue than either of the other three in the room. His stance, posture, expression, everything resembled more of beast than man. He looked haggled, frazzled even. The rebel faction daring to challenge them was just adding more fuel to the fire that was the First class. Now with this news, that fire was burning blue behind his eyes as his face was set into a harsh glower and scowl.

AVALANCHE had been a problem, a thorn in their side, for quite some time now. Every time they came close to eliminating them, they were just one step behind the cunning leadership of their main man: Locke Shears. Every attempt thwarted, every move blocked. When the smoke cleared, they were never to be found. They even out-maneuvered the Turks with ease. Not only that, but every operative ever sent after a possible lead to an AVALANCHE base never returned. Half of the SOLDIER units had just vanished and had yet to be found or return.

This annoyance had gone on for so long that they had finally decided to sent the best of the best to go toe-to-toe with them. However, they were evaded, avoided, and given the run-around at every point or location. Every base was cleared out and everything taken with them before Shin-Ra even had time to blink. The president had been more than enraged with blind fury knowing that these slippery bastards had yet to be caught and put down. Patience was wearing thin and breaths were growing ragged.

Not to mention that hearts were left in shambles and tension was at an all time high. Among those mix of SOLDIER's that had been taken out or went off the map had been Third and Second classes alike of all powers and strengths. Even a few firsts did not return. Each loss cut deep within the company. But for one First class, one loss trumped any loss at any given time or day. For Commander Angeal Hewley, AVALANCHE had crossed the line when they took his student.

It had happened four months ago. It was a night raid at a base located just below the plate. It was a small group with even smaller numbers. But they had left the best to deal with the only time SOLDIER was able to get close enough to just touch a metaphorical hair on their heads. The Shin-Ra group assembled consisted of Hewley himself, his student: Zack Fair, Commander Rhapsodos, and a few unknown Thirds.

The base was located in the slums of sector five, nestled deep and snug within Wall Market; Don Corneo's territory. The mob leader and AVALANCHE had made a pact to side with one another to help either take down Shin-Ra, or provide shelter and snuff out the dot on their radar. The operations were taking place right within the dungeon of the Don's manor. They stormed the front door while a few checked out the perimeter.

It had been relatively dark that night. Only a single light in the main lobby was on and flickering. The light was on, but no one was home. As soon as Hewley, Fair, and Rhapsodos stood in the middle of the foyer to get a better scope of the building, it was washed in bright flames when a heat sensor bomb strapped to the ceiling above the chandelier ignited. The massive light structure came crashing down to the center of the room, each SOLDIER only given a few seconds to roll out of the way to avoid being crushed by a two-hundred pound light fixture.

While the operatives were dazed and the building was licked in greedy flames, that's when the AVALANCHE crew lept from the second floor and down to the first. They looked strange, with strength that matched even their's. They felt familiar as well. It jostled their fighting spirit and left their minds in shambles while they tried to figure out why they were so strong and familiar. There were six of them altogether. Two-against-one while the burning building crackled as the obscene heat warped the structure and wooshed with the heat of the fire.

Metal against metal resonated throughout the noisy building burning long and strong. It was a tough battle for all three of them. Dodge, block, block, thrust, dodge, block. Little to no counter attacks were given. The stamina of the Firsts held fast, but the Second was beginning to wear thin. Huffing harshly, coughing raspingly in the thick charcoal gray smoke, slowing down.

Another bomb had ignited from their left, the heat and force sending the Firsts flying into the wall adjacent to that of the explosion. There was harsh ringing in Angeal's ears as a light-headed feeling swept over him like an ocean wave. He lay incapacitated with his back propped up against an undamaged portion of wall while debris from the ceiling kept him trapped to the ground waist down.

Genesis was back up with more fury than before, casting his own fire spell at his targets to incinerate them just like the building they were battling in. The warriors of the rebel faction were up in flames while the fire licked at their clothes, melting them along with the flesh. What were once Angeal's targets soon became the red-head's and he took them on with a mighty cry.

Zack had successfully taken out one of the warriors, but not without injury. Cuts litter his arms and face, crimson red trailing down his forehead and dripping to the ashy ground below his booted feet. He was rasping in the smoke, coughing throatily, lagging significantly as he tried to keep up with the tempo of the battle raging on around them like the fire.

A surprise attack had the teen of only fifteen flying into the wall and breaking the drywall and wood behind the charcoaled wallpaper. He fell to the floor with a thud and little movement afterwards. The second warrior drew a blade, raising it to strike as the Second class looked up at him with frightened eyes, begging for mercy. Gloved hands balled into fists as his breath hitched as the tiniest whimper came from the back of his throat in a little voice as he stared at his horrified soot-covered face in the steel of the blade.

Watching this occur took the light-headedness right out of Angeal as he obliterated the debris above him with a mighty cry, using his famed Buster sword in his moment of sheer panic and adrenaline. Right now, blade be damned, his student was in danger! The AVALANCHE operative paid no mind to the First's outburst and began to bring his blade down to the incapacitated SOLDIER, while the younger writhed and tried to find strength to roll out of the way, but not being able to.

"Not on my watch, you scum!" He cried as he poised his blade eye-level on his right.

With a burst of speed that was more inhuman than anything, the massive First class charged the drone and sliced him right through the middle at the gut. The body flew from the force and when it hit the wall it split into two and painted the black walls scarlet red before falling down to the ground without life. The older ravenette panted harshly, the adrenaline in his blood pumping fast and hard as his heart beat frantically against his ribcage. He quickly pulled his eyes away from the dead body split in two and sank to his knees in front of his student.

"I... I'm sorry, Angeal. I screwed up." He grunted with hardly a voice as it was mostly a sob rather than speech.

The older man pulled the younger towards him as the fire howled around them and the smoke swarmed their frames like a caress. A cry from one of the drones signaled that Genesis eliminated the last of the pawns of AVALANCHE that had been still standing. Now that the building was caught in flames, there would be no way to salvage anything they happened to find.

"You did not screw up, Zack. You did good." He praised as he attempted to wipe the blood from his student's face, managing to only smear the crimson liquid across his soot-dotted face. The kind gesture was appriciated, though.

"So, this is the best of the best? Looks like table scraps to me." A voice sneered from the second floor.

The three on ground level glanced up to see Locke Shears leaning against an ash coated banister. His chestnut brown hair poked out from his bandana and his brown eyes glimmered in the flames. He hopped over the banister and landed loud against the creaking wood below only a few feet from the mentor and student.

"Table scraps?!" Genesis screeched, clutching Rapier even tighter in his right hand as he took a step foreward.

However, each man on Shin-Ra's side was silenced when more drones began to appear from the second floor and hop down to the first floor to join their leader. They stood next to him on either side, creating a massive line of moving black-clad bodies ready to attack when given the signal.

"I see you faired... Decently for round one. But how will round two treat you?" He asked as he stepped back.

That was the only cue they were given before the mass moved to draw their blades and attack. Angeal quickly scooped Zack up and threw him over his right shoulder, causing the teen to gasp out his air and grunt softly. The First turned his raging midnight blue eyes to his comrade and friend.

"Genesis, can you hold them off while I get Zack to a safe location?" He asked before the masses had time to rush them.

"Please Angeal, who do you think I am?" He questioned with a smirk as he cast a spell across Rapier to engulf the blade in bright orange light to power it up.

The ravenette nodded and took off towards the front door not too far away from them. However, as soon as the man burst out of the flaming building, a multitude of drones stood to block his path with the unknown Thirds dismembered and brutally mutilated around their feet. It then dawned on him that they wanted this to happen. They purposly let their location coordinates out so they would lure them here and eliminate them. How could they have been so blind to just jump right in?

Locke then slithered up behind Angeal and paused right behind him. It wasn't until he felt pain when the First realized what just happened. He slowly looked down to see the sheen of a small knife sticking out of his gut as crimson oozed off the steel and around the wound. It was then twisted and yanked out, causing the ravenette to grunt and be sent to the ground on one knee. In his pain, he tightened the grip on his student's slackened frame. When he heard a slight groan, he knew the teen was still with him and the leader of AVALANCHE did not wound him.

"Hmm. An interesting development. You are not worried about yourself, but about your pupil." Locke deduced with a hum and a smile.

Angeal was able to catch on to what the brown-haired man was hinting at. With his free hand clutching his wound to try and stop the bleeding, he turned his head over his shoulder with a venomous glare.

"If you even think about even touching him, I will not hesitate to end you where you stand." He threatened.

"Oooh, how frightening! I'm sorry to say, but your threats do not scare me in the slightest. Ravens, go after the boy." Locke commanded.

The masses received their order and made their move. Angeal knew he was in a pinch now. He could not rely on Genesis to back him up while he was fighting the drones inside. Now he realized he would have to wield his sword left-handed instead of right, since his pupil was slung over his right shoulder. No matter. He would fight through this as long and hard as he needed to. He would not let them get his precious student.

Angeal wouldn't peg himself as selfish, but he was possesive without a doubt. He would let no one, no entity, no being, no higher man, take away his pup. With a glare and a scowl burning in his eyes and warping his face, he stood. He tightened his grip on his blade and growled fiercely. He readied his sword, and when those drones got close enough, he went wild.

He hacked and slashed, nicked and cut, stabbed and sliced. He did everything in his power to keep them all at bay and protect his pupil at all costs. The teen was too hyper for his own good and rather reckless and would probably ask 'how high?' if you asked him to jump. But he was a good kid. He had one of the biggest hearts the Commander had ever seen. He was selfless, dauntless, compassionate and kind. Not only that, but he was still innocent as could be. For every life he took, he would spend that night in tears and regret and ask for forgiveness.

Angeal was not about to let his student either be killed, taken away, or used as a pawn for AVALANCHE. He would fight till the death if he had to. He kept this mindset even fifteen minutes into the never-ending battle. Locke stood near the flaming building, the structure wobbling in the wind and sure to collapse at any moment. He yawned obnoxiously, becoming bored of watching the same fight with little to no improvement on either side.

"Alright, it's about time to wrap this up." he stated before rushing into the masses with his two knives flicked out and readied at his hands.

He easily mauvered through his Raven pawns and right into the circle the mentor and student were trapped in. He jumped up and ran his blade right through the teen's back, spurting blood into the air while the teen cried out in agony as his body convulsed with each shockwave of pain. With the second knife, he followed up with another cut into the same area, severing the nerves in half and cracking the vertebrae before landing back on to solid ground with a smirk.

"Zack? Zack!" Angeal cried as the teen over his shoulder began to convulse and cry out as blood dripped down his back and to hit ground below.

While the First was distrated, Locke was easily able to take the bigger man down by taking the knife in his left hand and slicing the back of his legs. The Commander toppled down with a cry, student flown over his shoulder from the quick movement of the fall as both of them hit the concrete below. The convulsing ravenette twitched as his voice cracked and could not longer scream or cry out.

The brunette crouched to the ground and balanced on the balls of his feet, looking the twitching Second class over from head to toe. He tapped at his chin in mock thought as a gentle hum echoed behind closed lips.

"Now what should I do with this one? Maybe I should kill him? Maybe he could serve as a good Raven. No, that won't do, I think I cut too deep into those nerves..." He pondered as he started to poke the teen's body with his knives. He poked at his legs, getting no movement or muscle fluctuation. On the arms, he got some moans and spasms.

"Oh dear, seems I've paralyzed him waist down, what a shame." He deduced with mock pity as he tapped that knife at the ravenette's cheek, drawing a slithering trail of blood down his face.

"You-!" Angeal cried with venom laced thick in his voice.

Locke looked over to see the fallen First hunched on to his hands and knees with a glare burning behind those eyes of deep blue. Those eyes burned like wildfire out of control and the way he drew in those ragged breaths sounded more like the growling of a savage beast. He pushed himself up to sit on his knees as his eyes glanced from the AVALANCHE leader and to his student. When he saw the condition the youth was in, the elder just snapped.

Locke felt something change in the air, the current altered and blew the other way. It seems as if he had pushed the First to his limits and beyond: A Limit Break, specifically speaking. He shot up to his feet and clenched his blade with both hands as he rushed at the offender with the speed of an out of control locomotive. The brunette knew he couldn't fool around if he wanted to remain standing after this brutal attack. Based on the build of his enemy, he was powerful and fought that way as well. His attacks were sure to do some damage if he didn't stay alert.

He was able to see the first few swings, but the ones that followed turned more into blur than blade as he was nicked, cut, and sliced all over his body. All he could do was block to the best of his abilities and wait for the break to dissipate. During one of his blocks, the blade in his right hand was ripped right out of it, leaving the leader to defend with only one knife. He had been cut up pretty good by the time the SOLDIER came down from his limit high. He could actually say he was banged up bad enough to know he was at his limit.

Out of spite, he decided to change up his plan. He backed up, keeping his eyes on the formidable foe before him until he was standing right in front of the fallen pupil. He had his remaining knife clutched tight in his left hand. He raised up his foot and planted it against the massive gash in the back of the Second class, in which grunted and writhed under the weight upon the wound.

"Get off him before I cut your legs off!" Angeal shouted as he pointed his blood-stained blade at the enemy.

"You're good, SOLDIER. Too good. Allow me to dull your spiritual blade." He spoke eloquently, performing the smallest of bows in a mock fashion.

He then bent down and gripped a fistful of raven black hair in his fist and yanked up. Zack's head lurched up like he had been hit from behind as he let out a choked cry as tears finally began to slip down his cheeks to twine together with his blood. His face was further sullied.

"Don't-" Angeal warned, realizing what the operative was about to do to his student.

He began to run with his blade outstretched, moving slow like he as stuck in mud. Like the feeling of trying to run away from something in a dream but being unable to run, and instead just move in slow motion. The Second's eyes glanced quickly to his mentor. They were filled with fright, pain, and yearning. His left hand slowly began to reach out to him, like if they could just reach then it would be all okay.

Angeal's blood chilled, running cold as he saw Locke take that blade and slit Zack's throat with it. The scarlet liquid spurt out in haphazard directions and patterns as the teen's electric blue eyes pulled away from his teacher long enough to roll into the back of his head and his body fell limp, left hand dropping to the ground as his fingers twitched gently as the life drained out of him and swirled all around his figure.

"I'm taking his corpse with me. If you want revenge, come and find me, SOLDIER!" Locke spat as he removed his foot from the ravenette's back while keeping a fistful of hair in his iron-hard grip. As he began to walk away dragging the Second Class's body behind him like an old toy, he gave out an order to his pawns. "Slow him down."

That had been the last he had even seen of that man and his student before black-clad bodies swarmed his vision.

"-Geal... Angeal!" A voice called.

The Commander shook his head to the left and right, breaking out of his stare and his revere. He sniffed thickly, pulling back tears before they could show themselves. When his senses returned to the present moment, his friends were looking at him from in front of Lazard's desk.

"Commander Hewley, are you alright?" Lazard asked with concern flashing behind his dull blue eyes.

"Fine, just thinking about Zack, so, what have we discussed so far?" He quickly asked as he glanced over the map as his hair fell to shield his face on either side where his friends stood.

"I see. I'll recap for you." Lazard spoke, clearing his throat awkwardly.

This happened in just about every AVALANCHE related mission. The Commander would space off, staring far away like something was playing behind his eyes where only he could see and hear. If you paid attention to his eyes, they would water significantly but he would never cry. He always pulled them back or someone pulls him out of his thoughts before it can go any further. Lazard hated seeing one of his best SOLDIER's go through that kind of pain and even went as far as to try and remove him from any mission pertaining to the rebel faction.

However, the ravenette was adamant about staying on every single mission where they could have been sighted, or even just a scouting mission. He'd say the same thing every time.

"I will not rest until that frightened face my student gave me is turned back into how it was when I can finally find his body and lay him to rest."

"-So, we've discovered an AVALANCHE base in Modeoheim. It's a good location seeing as we do not have a reactor set up there and are cut off from that town, more or less. However, we got a report from one of the locals that there was an explosion in an old bath house that they were using as their base. When they went to check out the site, it was in shambles but there were bodies left behind. They said that some of them still had SOLDIER uniforms on.

We've deduced these must have been the missing operatives we've been sending out these past few months. There have also been sightings of experimental equipment and tools laying about, mostly destroyed, but it's worth checking out. We are sending you three to scope out for possible survivors and eliminate any leftover rebels that have chosen to remain in case there are secrets that must be guarded." Lazard explained as he pointed around certain areas on the map during his speech.

"Understood, when to we leave?" Angeal questioned.

"Immediately. There should be a chopper waiting for you on the roof." He explained.

A/N: And here's where I'll be ending this chapter! It was a pretty brutal opening, huh? XD Yeaaah, no regrets though! You might be a bit confused. "Zimmy, you said that Zack and Angeal aren't student and teacher, but you just made them that!" Yes, this is true, only in this chapter is it like that! It changes in chapter two and you'll see how and why :3

Well then, don't forget to drop a line, leave a review, or type a response and let me know what you guys thought of it! Every bit counts and helps! :)

Until the next chappie everyone!

Toodles!
~Zimithrus1