A/N: Cloud is readjusting to the family life and is found with an opportunity to bond with Marlene. It's the least he can do after everything he has put her through in leaving and so tells her a story. OneShot. CloTi. Nice little 'father/father figure/role model' and 'daughter' fluffy goodness. As always, please R&R and I own nothing FFVII, that is my disclaimer; I do like this story, so I keep my rights to it .

"Past Falls and Pastel Leaves"

by MakoRain

The wind rustled through the remaining leaves on the branches overhead as a young girl sat on a sidewalk with some chalk and her imagination. Marlene stared at the different lines and groves in the cement, wondering what had caused all those cracks. An adult would answer overuse but of course the little girl was picturing giants coming through and leaving footprints, cracking the rock like twigs beneath their huge feet or tons of insects joining together in digging underground enough to cause the damage she now studied.

Ants marched in their line and Marlene was leaning towards the later as she saw felt a presence above her, a tall one by the feel of the wind being shielded from her by this newcomer's body and glanced over her shoulder in curiosity to see Cloud there. She smiled before going back to her activities and gave no mind to him sitting on the sidewalk beside her. Soon she was lost in the shapes she found around her, the helicopters falling from the maple trees all around, the sparrows hopping along and the squirrels going about their merry way collecting nuts.

Imprints of the leaves made from the last of the leaves loitering around caught Marlene's attention and ever curios turned to Cloud for some information.

"Cloud, what makes these leave shapes on the ground?"

Cloud looked at her oddly for surely she knew. "The leaves."

Marlene giggled. She knew that, but she wanted to know more specifically. "Silly. I mean, why are they left in the sidewalk like that?"

He looked at the shapes thoughtfully as Marlene went back to tracing the outline of another leaf in pastel chalk pink. He felt his lips curve in a rare smile as he watched the little girl color and think about these things. It reminded him of a better time…of his childhood with Tifa. They played in the yard many times just like this and had grand adventures, such as…

"Hey, Marlene. Do you want to hear a story?"

The young girl turned her head from her coloring to Cloud with a smile as bright as the sun that Cloud couldn't help smiling once again in return. She was just so cute with her childhood innocence.

"Yeah, Cloud! Tell me a story! An adventure!" she giggled and put her chalks down, intent on listening to his every word. He had better make this good.

"Alright. One autumn day, when Tifa and I were younger…"

Story being told by Cloud to Marlene:

The wind whipped at his face as Cloud ran through the woods, trying to catch the brown haired beauty he was chasing. Man, she could run fast and he almost fell as she jumped over a tree root he didn't see. She was going to pay for that once he caught her…if her caught her more like it. When did she learn to run so fast and agile? Must be channeling the spirit of a deer or something. He would catch her, all right, for if he knew this forest as well as he thought he did, there was a muddy spot covered with leaves that would prove tricky to miss. Sure enough, just as he was thinking it Cloud saw Tifa's footing slip and she skid across the foliage. Cloud slowed down as he reached her and peered down, trying to see if she was okay while pretending to not care…he didn't want her to think he liked her or anything.

She blinked up at him from her spot on the ground in the mud, torn between complaining about getting her clothes dirty, laughing, or blushing that Cloud caught her flat on her back in a mess. She didn't want him to think she liked him or anything and so she laughed while feeling a blush crawl up her neck to her cheeks. At least it was cold and they had been running, that would explain it.

His hand shot out gallantly to help her up and soon a wicked smile spread across her lips as she took his hand and pulled him down to the ground with her. He was caught off guard naturally and so landed half on top of her, making her lose her breath in more than one way. Soon he felt her chuckles reverberate through her body to his and he looked shyly down at her. He had never been this close to her and all of a sudden, her lips were all he could see. He was oddly drawn to them and he was leaning forward…

All of a sudden, the ground gave way beneath their forms and they landed hard on the more rocky earth below. Cloud jumped up quickly so as not to squish her completely and helped Tifa to her feet as he took in their new surroundings. The rocks glittered whenever what little sun was out that day peeked through from the hole they had made from the layer above and so they seemed to wink at them from the shadows of the cave. Tifa followed Cloud around and soon was running into him, distracted by their surroundings.

"Careful," he said and took her hand to lead the way, even if he didn't know where he was going. It felt right to hold her hand safely in his own and so he bravely went onward, deeper and deeper into the cave. The sound of running water could be heard and so it seemed best to follow it; he recalled a stream being somewhere near the woods and felt better having some sense as to where they were. Soon the path they were on widened and Cloud could see light ahead as they reached an underground cavern bigger than the one they had entered.

Leaves swirled around them from above and both looked up to try and locate their source. Tree roots could be seen penetrating through the soil above them but that's all until Tifa swore she saw something flicker in the low light of the new cave. Pointing at the rock ceiling, Cloud followed her finger to see something small and fly like flutter by which was soon met by many flittering things floating around and soon leaves followed as if from no where.

Different shades of orange, gold and crimson leaves fell from an unseen hole in the earth above to put Cloud and Tifa in a cyclone of colors and Cloud watched in wonder as Tifa twirled along with the leaves and creatures flying about. It really was amazing how this girl could just dance with what he could only call fall fairies in little leaf dresses in every autumn color possible. It's what made him like her so much.

Cloud coughed as this thought went through his head, getting the others' attention as they all stopped moving to look at him. Embarrassed, he walked over to Tifa and asked, "Do you think you can talk to them? Maybe they can help us find a way out."

"Good idea." She smiled and motioned for the creatures to come closer and asked sweetly, "Do you think you could help us? See, we've never been here before and we're lost…"

Giggles and chatter could be heard amongst the fluttering of wings before they agreed and grabbed Tifa's hand, pulling her along to show her the way. She grabbed Cloud's hand to make sure he wasn't lost and soon they were led to the banks along the mouth of the stream. The light of the overcast day was still a welcomed sight from the darkness of the underground paths and the children were thankful to the fairies, telling them so as they made their way up the bank.

A tugging at Tifa's hand alerted her to the fairy that had put something in her hand and Cloud received the same thing in his which was a simple acorn, to remember their journey. The friends kept their treasures close to them and the underground ways became their place to play and just relax. A lot of memories were made in those caves but the fairies were never seen again as the snow came in to replace all the leaves of that fateful fall.

The sidewalk was covered in little illustrations to Cloud's story that he didn't realize he was doing until the end. There was a drawing of a stick him chasing a stick Tifa through the woods since Cloud couldn't draw very well but he tried and that's all that matters. Marlene had added a nice little doodle of a fall fairy dancing around a better drawn Tifa and he smiled, enjoying the memory of their adventure so long ago.

"Did that really happen, Cloud?"

The little girl's voice broke through his thoughts and he looked at her smiling face, wanting to believe with all her heart it was true.

"Of course, Marlene. Why would I make something up like that?"

The child's laughter was answer enough as she gave him a quick hug before settling back into tracing the imprints of what was left of the leaves lives past in pastel prints. Cloud watched her a little longer before getting up and walking into Seventh Heaven where he found Tifa standing by the bar's front window, looking out at where he had just been playing with Marlene.

The two friends were silent as they watched the little girl make her imagination take hold and her dreams unfold on the pavement covered in chalk outlines of past leaves. At least they would me remembered by someone, and Marlene was a great little girl to do so. Tifa was the first to break the silence.

"That was a nice story to tell her, Cloud."

"Yeah. Those were the good old days, just being a kid."

His voice was softer and less animated then it had been with Marlene and Tifa came closer, placing her hand in his where she held her acorn kept from that adventure way back when,

"I remember."

Cloud held her hand in his with the acorn between them and smiled lightly.

"Was today a good day?" She asked more quietly, wanting to believe in that small smile.

"Today was a good day."

As it was meant to be.

The End