A/N: Ever since beating FFVII, I've always wondered.. what if? What if Holy failed? What if Sephiroth achieved what he set out to do? What if the planet was destroyed instead of saved? Anyway.. this is a small glimpse of what I would think would have happened if it had happened the other way around.

I don't own Final Fantasy VII, nor it's characters.

Crash, burn.

This place is cracked and broken from a hurricane.

Midgar.

The biggest city in the world.

It was in complete ruins.

Buildings that stretched to the darkened sky were in shambles; destroyed by fire and power. Even the Shinra building, the one that stood the highest of them all was nothing more than a pile of rubble. The clouds above me, blackened with smoke from the aftermath, hovered with an ominous warning that it was going to rain.

My name is Marlene Wallace.. and I am one of the very few survivors of this planet.

At the time of Holy and Meteor, I had been four. Yes, I was young, but I knew what that meant. I felt the power of the two forces as I looked on in the safety of a neighboring town in Kalm. It was like fire and lightning fighting for dominance, and as the last strike of light faded, I understood that my life was about to change.

Holy... lost. Meteor overpowered the strength of Aerith's prayer, Cloud's prayer. Tifa's, Papa's... mine. Sephiroth achieved his goal. He had become a god in the eyes of humans. With all the magic and power at his disposal, people fell like flies. Towns destroyed, lives were ruined. It was a scene from a nightmare, only this one wasn't made up of dreams. It was real.

And the worst of it all, it felt like Sephiroth was playing a game with us. Picking us off one by one.

The first to go was Cid. It shook me to the core to see one of the most toughest men I had come to know die right before my eyes. He was the only one who refused to shelter me from the harsh reality of the world. Taught me that things weren't going to be flowers and sunshine, and that I would have to get stronger to survive. I was grateful for his honesty, no matter how brutal it was.

Red, or Nanaki as he was, left. Maybe he knew before any of us did that the planet was doomed, that there was no hope in saving it. He went back to his homeland of Cosmo Canyon, to spend the last of his time with his people. Perhaps he has already passed on, or maybe he is happy, still living his life, I don't know. We never crossed paths again.

The second death of our group was Yuffie. I think a part of my soul left with her. She was always the one cracking jokes and keeping our spirits up. She really was the light of my life, and I loved spending time with her. She made the world not seem so bad. I had cried for days after she died, and it was then that I asked Cloud and Tifa to train me. I was angry. I wanted revenge.

Papa was against it from the start, but I managed to make him see the logic of it. I had to defend myself if I was ever in a bind, and I knew that Papa or Cloud wouldn't always be there to save me. So the training began. They were tough. Especially Cloud. He showed me how to fight with various weapons. Swords, daggers, knives, anything with a pointy edge. So much training that every day there seemed to be a new blisters on my hands. Fighting with Tifa was just as tough, but it was a lot more fun. I found it easy to fight with my fists. The movements just came natural to me, either that, or Tifa was just a very good instructor.

But...no matter how good I became, there was a nagging voice in the back of my head. Even with all this, all the skills, all the strength, I knew it wasn't enough to beat Sephiroth.

And then... my father. He died protecting me from one of Sephiroth's attacks. I had been so pissed off that I tried taking on Sephiroth by myself. Papa chastised me, and told me he loved me before he passed. After that... I lost hope. I died that day with my father. I wanted to rip my heart out and lay it with him, but the Lifestream took him away from me. He went back to the planet.

I didn't want to fight anymore. I wanted to run and hide and hope that no one would find me there, or anywhere. I wanted to forget the faces that I missed so much, the people who died protecting me. The family who made this life worth living.

I hate Sephiroth. For everything he stands for, for everything he has done, for everyone he has killed. This wasn't a man, but a monster. With everything I had, I wanted to kill him, but I was still scared. I knew little Marlene wasn't enough to beat the big bad Sephiroth.

And then...after the deaths of Tifa and Vincent, I knew we were broken. My hope was gone, and I could tell Cloud's was too.

He never talked about his sadness with me, but I could tell that he didn't have the strength to fight anymore. Tifa was the driving force behind Cloud's will to survive. They were best friends, family even, and they loved each other like nothing else I had seen before. But she was gone, and I knew that he was just waiting to join her.

I understood the feeling all too well. I wanted to see Papa again so badly. I wanted to laugh at his silly jokes, poke fun at his weird clothes, and perhaps just one last time, I would like to sit on his shoulders and be his little girl again.

It was hard to picture life as it was now. We had all assumed that the good would conquer the evil. It was what we always believed in, what we constantly fought for. Everyone hoped that the planet would help us, give us some kind of miracle... but there was nothing. The planet was dying; all of it's resources nearly tapped out. What other hope was there for us?

Even so, here we are. Back in Midgar... where life was nothing but a memory, a faraway echo. And as I stared at a children's doll before me, ripped and marred by fire, I didn't feel anger, I didn't feel sadness, either. I was just... I was drained. Exhausted. I was tired of seeing so many reminders of what we couldn't prevent.

"We've done all we could do, Marlene."

Cloud rarely spoke nowadays, but his existence was enough comfort for me.

I stood up, my eyes tightly shut, and I nodded. Regret settled in my heart, the burden I carried. Both Cloud and I felt responsible for this. We didn't have enough power to hold Sephiroth back, to beat him. The last of civilization was dying because we weren't strong enough to rid of the evil that continued to lurk and destroy life.

Materia was useless. Being on the verge of death itself, the planet didn't have the abundance of knowledge and magic that it once had. Spells were very weak, and it took almost all of our energy to cast them. Simply trying to get a fire going just for warmth was enough to leave us completely exhausted.

I turned and followed Cloud into one of the many broken homes that still existed in Midgar. Most of the wood was black and charred from the burning flames that died out years ago. Furniture was ripped to shreds, and despite being surrounded by this kind of filth for fifteen years, I was uncomfortable.

I stood quietly in what I assumed was a living area, and I watched Cloud search through what used to be the kitchen.

I burrowed further into the puffy gray coat I wore. It was deathly cold in this part of the planet. Everything was covered by a layer of snow and ice from what happened with Meteor. Years ago, Papa had told me this is what happens when the Lifestream uses it's spirit energy to heal a planet's wound, and in this case, Meteor.

Despite the freezing temperatures, people continued to live here. After Meteor destroyed the city, those who survived rebuilt their lives and tried to move on from the disaster. But after a few visits by Sephiroth, it was pointless.

Now? Now Midgar was a desert of ice and snow. An eerie silence haunted the once bustling city. I would have never imagined that the biggest powerhouse on the planet would turn out like this.

The sound of Cloud's curse brought me out of my musings. A sigh escaped my lips when I found that he was having no luck in finding food. So, I also started to search, the hunger in my stomach too painful to ignore any longer.

"There has to be something here...," I whispered to myself, a tone of desperation clawing at my mind. Cloud and I haven't eaten in two days except for the occasional berry and plant. Catching fish was exceptionally hard without a fishing pole. Even doing it old school was impossible, and unfortunately for us, the one that was skilled at that type of thing was Yuffie and amazingly, Cid. Not to mention the cleanliness of the ocean and lake water nowadays was currently in question.

"Old homes like these always have some kind of hiding place," I said. I was sure of it.

Coincidentally, Cloud's boot snagged on something on the floor. I looked on as he carefully bent down, brushing away the dirt and the snow to reveal a small rusted latch to what it seemed to be an entryway.

I gasped, happiness swelling in my chest. "There must be food down there!"

Cloud looked at me, silently chastising me for being so hopeful. I was being too optimistic, I knew, but I couldn't help it; I was starving. Even though Cloud had trained his emotions from showing on his face long ago, I could tell from his eyes that he was hopeful as well.

"Stay here," he commanded. He yanked at the lock, breaking it without much effort. The small door was pulled open and he disappeared below the floor. I stood there, wringing my hands from anticipation or worry, I didn't know. It seemed like forever since I saw Cloud, and I was about to shout out to him, but then I saw his blond hair pop back up with a medium sized box in his hands.

He casually dropped it to the ground, "a box of ramen."

My eyes felt like they were going to pop out of my head. I couldn't believe it.

"There are a couple more boxes of non-perishable goods; corn, beans, carrots. There must be enough water down there to last us for a while," Cloud spoke.

My voice was caught in my throat.

"There is also some crackers, but I believe those went stale a long time ago."

Finally, I laughed. My arms coming around Cloud's waist, hugging him tightly. I was lost in a moment of gratefulness, and the urge to show him how happy he made me was too powerful to ignore. He tensed in my hold, but managed to pat me lightly on the back of the head.

After, we quickly went to eat. Cloud found a relatively decent pot to boil some water together and I opened a sleeve of crackers. They were indeed stale, but I didn't care in the least. They were delicious.

For some reason, I was antsy, and eager to get moving. We don't normally travel to Midgar, and being in this broken city always made me nervous, even before Meteor happened, but I had a feeling there was someplace that he wanted to visit.

As I watched Cloud break a couple of pieces of ramen into the boiling water, I suddenly found myself talking.

"Do.. you think we should settle somewhere?" I didn't know why I asked the question. In the silence, maybe all I wanted was to hear another person's voice besides the one inside my head. "Find someplace to be and make it our home?"

Cloud stirred the water, his brows furrowed. I knew the man wasn't the type to sit in one place. Ever since I have known him, he was always on the move, never really had a home... but perhaps that was because circumstance never allowed him to slow down and live. Maybe he wanted to stop.

Cloud bit into his barely done noodles. He looked sad. He always looked sad. I wanted to see him smile. A real one.

"It would be nice, I think." I let my imagination take over, telling Cloud what I saw. "We could build a small home among a river, with tall grass and flowers. We could grow fruits and vegetables, and make friends with all the cutesy animals, and they would greet us everyday, and there would a sign on the door that says, 'Marlene's house, but Cloud lives here, too'." I giggled. It sounded so silly and far fetched, but it was one of my dreams.

"And then what?" He voice was so very low, but I heard him clearly.

"I don't know," I said. "Maybe we can try to live life as normal as possible?" I nibbled on a stale cracker, my head bowed as more thoughts came. "Maybe," I began, the idea so foreign to me. "Maybe we could be...happy?"

There was a long silence between us, the question ringing in my ears. To me, the notion was completely absurd. I couldn't believe I even suggested a thing to him. Cloud? Living life and being happy? Big fat chance that was ever going to happen. Once I believed he completely ignored and forgot the question, the man surprises me with his answer.

"I would like that."

I felt the ends of my lips lift, and the smile was instant. In that moment, the image of Cloud and I living happily without a care in the world came to me. I never looked at Cloud in a romantic way, but I felt a deeper kind of friendship was born between us. He was a kind and strong person, a true hero in my eyes... and most of all, he was my best friend, and I loved him.

"Where do you want to go?"

My brows shot up in shock. Was he serious? Did he really want to? I shook with anticipation, something akin to euphoria coming over me.

I said the first thing that came to my mind, "Wutai!" And the more I thought about it, the more I believed it was the right choice. "Wutai," I was sure, "Yuffie once told me that the land of Wutai was always surrounded by wildflowers, and endless clear blue oceans." I pictured Wutai in the middle of a bed of flowers and sparkling water, where fish happily sprang clean out of the ocean and into a hot pan to be eaten. We could really be happy there, I know it!

"Wutai doesn't have wildflowers anymore, and the oceans are not blue."

I stumbled back down to reality with a small frown on my face. They're black, murky, and muddled with disease and death. I know.

"But it's a good place to start," he added.

I looked to Cloud, and I found him staring back at me. This is what I needed, I realized. I needed something to look forward to, to hope and work toward a life that I have always wanted. A happy and peaceful one, and for the first time ever, I found that this is what he wanted, too.

Cloud's gaze turned to the sky and sighed. "What day is today?" he suddenly asked.

I was silent for a bit before answering, feeling more hopeful than I have been in a very long time. "It's a Sunday."

Fifteen years have passed since that fateful day with Meteor and Holy, and it's closing in on the month of my twentieth birthday. I kept track of the days, the months, the years. I wanted a bit of normalcy in our lives and Cloud seemed to appreciate it. It was the least I could do, after all.

"It's best if we find some shelter; it's going to rain soon."

I took a glance up at the sky and agreed. "Getting to Wutai will be tough, but with the right Chocobo, we should be able to manage."

With as much food and water as we could pack, we set for our next destination. I couldn't wait to get to Wutai and leave behind the bad memory of Midgar. Even if Wutai was just as much of a dump this place was, it was going to be alright. I will not be alone, Cloud will be there.

"Hey, Cloud. Do you think-"

"Dammit, Marlene, get back!" Cloud's voice suddenly roared, and I stumbled back to the ground.

In the middle of the clearing before us, there stood Sephiroth.

The breath seemed to leave my body, fear taking over my mind in an instant. I have only seen Sephiroth a handful of times, but in those times, came grief and death. His face was listless, body clad in leather and armor. His silver hair long and clean, as if he was completely untouched by the hardships of this life. In my eyes, it was like he was actually a god.

Cloud had his sword already drawn out. He stood tense before me.

Life came to his face as Sephiroth smirked, clearly unfazed by Cloud's intense demeanor. He seemed to be amused about it all. "How is life, puppet? Miss anyone?"

It wasn't his words, but the way he said them sent shivers down my body. My mind raced with life before all this happened. Papa's happy smile, Tifa's kind attitude, Yuffie's mischievous antics. Cid and his blunt honesty, Vincent's cool personality...

But most of all, I remember the heartache. The pain of losing all of them, and I knew that Cloud's pain was the same as mine.

I grasp the back of Cloud's shirt, my fists shaking. "You did this to torture Cloud," I said, realization coming over me, my anger rising. "You killed... everyone. You hurt everyone... simply to get to Cloud."

Sephiroth's eyes landed on me and I stood stoned faced back at him. My teeth clenched, jaw locked. It felt like there was ice in my veins, but I wasn't going to show him how much fear I carried for him. He wasn't going to get that satisfaction.

The sound of Sephiroth unsheathing his sword was an unsettling echo. Denial flew back and forth in my head. We had to get away, I knew Cloud and I couldn't take him on by ourselves. This can only end in the worst way possible.

With my hands still on Cloud, I tried to pull him away. "Please, Cloud, we have to go."

He wouldn't look at me, no matter how much I pleaded for him to listen, but I still kept trying, my grip tightening. "Cloud, we have to go to Wutai, remember? Remember what we were going to start there?"

"I'm sorry, Marle."

Marle. I almost laughed. That damn nickname that I openly hated, but secretly loved, and it was paired with the phrase that scared me the most. An apology from Cloud meant a lot of things. A lot of bad things. My throat tightened, resignation bringing the familiar sting of tears to my eyes. I released Cloud, stepping away from him.

In that moment, I saw Sephiroth springing forth, Cloud following suit.

They met in a clash of swords. The echo of metal sliding against metal was the sound from my nightmares. I stood watching at the sidelines, feeling more helpless than ever. Cloud wasn't young anymore, but all the fighting he had done in his life toughened him up, made him strong. I knew Cloud was strong, but I also knew that Sephiroth was almighty. The man in black danced around him seamlessly, nicking him in the shoulder, in the thigh and the back of his legs. It was all to make him suffer, to slow him down.

Cloud always got out of the battle alive, but as I watched the scene before me, I was starting to believe he lived simply because Sephiroth allowed him to.

Now that everyone was gone...

I quickly set my body to work. Even though it was dangerous to use magic, I always had materia on me. It gave me a sense of peace, knowing that papa and the others were part of the planet, and that I had a part of the planet with me. Perhaps it was silly to think like that, but it worked for me, and in this world, you hold onto any kind of semblance you had from a happier time.

I used the first thing my mind concentrated on.

Fire flared from my hands, burning and bright. But the spells fell to nothing against Sephiroth. There was like an invisible force around the man that made him untouchable. Frustration clouded my mind as I tried again and again, one after another, using more of my energy each time.

The magic wouldn't reach him, and I was getting very tired.

And Cloud was getting severely overpowered.

This isn't working.

I searched my armor; the Minerva Band. My eyes quickly scanning over what I had equipped. Fire, elemental, ice, elemental, shield and... Ultima.

Ultima...

The dim glowing orb seemed to stare back up at me.

I took the materia in my hands, not believing an idea came to me, but the gravity of this situation outweighed the fear of using such a strong magic.

"This is going to hurt."

Perspiration coated my skin in my attempt to gather the planet's knowledge into a single spell. The Lifestream was almost non-existent, and the more I called upon the power of the materia, the more of my own energy was being drained.

I took all that I could, and released it toward Sephiroth. The wave of magic and power hit the man full force, but the backlash of using so much of my own energy also had me flying through the air. I knew it was a stupid thing to try, especially with the powerful magic of the Ultima, but I had to do something.

I hit the ground hard and I heard a sickening crack.

Silence permeated the air, but I was pretty sure it was just me. My senses were dulled, and it looked like I was staring into an inverted image. Pain wracked my entire body and I found myself unable to move. I didn't care about that though, I just hoped that I distracted Sephiroth long enough for Cloud to take a breather and regain his footing.

But then I heard the anguish cry of my best friend, and the sick cold feeling of terror had me pushing myself up to see what happened to him.

The first thing I saw was blood. I was mesmerized as it dripped from the edge of Sephiroth's sword.

And out of Cloud's chest.

No... no, no, no, oh please, no!

Sephiroth released his sword's hold on Cloud. I stood in a daze as his body slumped silently to the ground. I couldn't move. I couldn't speak, and I couldn't look away. I knew that image of him, his chest impaled, blood spilling forth, his expression... it would forever haunt me.

"My aim was for the girl, but you dove just in time to save her." There was not a sympathetic tone in his voice. He loved seeing the pain, he loved the anger, and the hopelessness. But most of all, he loved the fact that there wasn't anything we could do about it.

Sephiroth's shadow loomed over me, his long sword grasped tightly in his hand, freshly stained with Cloud's blood. His eyes were hard, but I could see a certain mischievousness hidden in the glare. I was tired from the fighting. I wanted everything to be over with. I clenched my teeth and stuck my chin out. If he was going to kill me, I only hoped that it was quick and painless. As I closed my eyes, I waited for the last strike to come. I imagined death to be a comforting cold blanket, lulling me to sleep, and I would dream about seeing my friends again. I would see Papa, and Tifa, and Yuffie...but as the moments passed, I was getting more and more terrified to meet my end.

My eyes opened to the sight of him turning his back on me. My stomach dropped in despair, and I finally found my voice.

"Why?"

He stopped then, his head turned slightly towards me. He knew what my words meant, and he smiled the sick twisted smile that he always wore when he killed one of my family. "The best kind of torture," it was all he said before he disappeared.

My surroundings were caught on fire from the various flame spells I tried to cast. What a wasteland. Sephiroth. How cruel does someone have to be before they are satisfied? What is the point of becoming a god if there is no one around to acknowledge it?

The sound of Cloud's anguished wheeze brought me back to reality, and I rushed to his side. I tried to ignore the amount of blood flowing through his fingers as he pressed against the wound, but I could tell that his strength was fading. I was scared. Panic squeezed at my chest, and I stripped myself of the coat I wore. Gripping my shirt, I ripped at the fabric. I wasn't exactly sure what to do with so much blood, but I knew I had to stop it.

Cloud just shook his head and shoved my efforts away.

"No." My voice was surprisingly stern, and my determination intensified. The blood seemed to come out in waves, drenching my entire body with it. It threaded through my shirt, my legs and my hands, and even though I wanted with all my heart to save him, I knew there was no hope. Cloud wasn't going to survive.

The familiar ache in my chest rose to my throat, choking out the tears from my eyes. "Right when we finally found something to live for."

He motioned over to the brown sack placed just a few feet away from us. I stopped and stared down at Cloud's gaping wound, despair sinking in my very bones.

"In... in the bag," He coughed, dark blood spilling forth from his mouth.

My face was already laced with my own tears, that I didn't bother to tell him not to talk. I quickly rummaged through his bag that he always carried, and I found a couple of potions, antidotes, and among the health items I had seen, a small gold box is what caught my eye. I pulled it out quickly, knowing that this is what Cloud meant me to find. As I opened the box, I heard his voice again.

"It... was what Aerith always wore," he said. "Do you remember?"

My heart broke so many times over the years that I am shocked to find that it can break over and over again.

New tears spilled out of my eyes and I knew I had a stupid smile on my face. I remembered. I remembered Aerith, and the gentle presence that she always brought with her. The pink dress, the long brown hair, those green eyes. Despite my short time with the woman, I liked her a lot. The cutesy smiles and the giggles about Cloud. I knew that if she had lived, we would have been the best of friends.

I traced over the pink ribbon with my finger, trying to think back to the last time I wore something so...girly.

"For... your birthday."

At his words, I started sobbing. I couldn't believe it. In the midst of all the death and fighting in our world, he had managed to remember my birthday.

"I-I love you, Cloud!" I cried, not caring how pathetic I sounded. "I love you so much. Thank you for everything." I was saying goodbye. I couldn't believe my impossible was becoming a reality. Cloud Strife was dying before my eyes. I can't believe this is happening again. "Please tell Papa and the others that I miss them and that I love them... and-and..."

Cloud smiled a sad smile, and placed his gloved hand on the back of my head as I bent over his body and cried. Moments passed and the rise of his chest had ceased. I gripped his thick turtle neck shirt in my hands, knowing that his spirit was finally gone from this world.

Gone.

No more.

No more of Cloud's awkward attempts to get me to smile, no more of the familiar comfort that he always gave me. No more of being with my best friend. I lift my head to see his face, imprinting his features deep into my memory. I would never get to see him again.

His body started to glow in a light green hue as the Lifestream took him away from me. Just like it took everyone else I loved away from me. It was a scene that I was all too familiar with.

On my hands and knees, I was hit with the reality that I was alone. Somewhere in the back of my mind, I knew that the time was going to come. I just didn't want to admit that it was a possibility. All of the world's fighters were dead. AVALANCHE was gone.

And then the sound of thunder came, the promise of a storm coming.

Rain always seemed to greet me whenever one of my loved ones died.

End.