Title: A Kind of Magic
Series: Tentacle 'verse
Author: XpaperplaneX
Rating: NC-17
Word Count: ~4000
Pairing: Sephiroth/Cloud
Genre: romance
Warnings: smut
Also Contains: tentacles, BDSM, sex changing
Disclaimer: I do not own FFVII and make no money from this work.
Summary: Cloud and Sephiroth's first vacation together has been made a little easier by a mysterious new materia that Sephiroth found and Cloud's willingness to try anything once. Claudia in the flesh.

A/N: It's Christmas break. I have six papers, three presentations, and a final test for Spanish all due the week of the 7th. So naturally, I've been writing smut and dreaming of warm places. This is actually the longest single story I've written for the Tentacle 'verse, and is at least six chapters long, but will more likely be seven or eight. By all rights, it should be called Kokomo, but Queen got stuck in my head and Kokomo is a dumb name.

Afternoon delight, cocktails, and moonlit nights …

XXX

"Cloud, I have a proposition for you." Sephiroth sat down after clearing the table and poured them each another glass of wine.

"Okay, what is it?"

"Before I explain, I just want to remind you that you're completely free to say no. I won't be upset or disappointed."

Cloud raised an eyebrow. "Sephiroth, I think I know that by now. Quite well. Better than the back of my hand."

"I know, I just wanted to restate it. You'd be well within your rights to call me a lunatic for even suggesting this, so if your first thought isn't something along the lines of 'that sounds hot', then please just say so."

"Now you're scaring me. What the hell is it?"

Sephiroth took a sip of wine and a deep breath. "Several months ago, I found a new type of materia. The Materia Research Department has been investigating and testing it extensively since. They recently managed to duplicate it, and so returned the original to me after determining that the target suffers no negative effects from it."

"Okay. So what does it do? A buff or something?"

"It changes the target's sex." Cloud's eyebrows went higher and Sephiroth hurriedly continued his explanation. "The change itself is painless, just a sort of strange tingling sensation, and a second casting reverts the target back to normal with no side effects. I've tried it on myself to check."

Cloud blinked slowly and took a large drink of wine, draining half the glass. "And what you're not coming right out and saying is that you want to use it on me. Claudia in the actual flesh."

"Yes, but as I said, only if it also interests you."

"Have you been with a woman before?"

"Yes. I think I would be best described as bisexual with a preference for men, but I've been with a few women, and like to think that I know what I'm doing." He watched Cloud carefully. He knew it would take more than a mere suggestion to scare Cloud off, but he didn't want to make him feel pressured. So far he didn't seem put off by the idea, just cautious.

"You used it on yourself? And everything still works?"

"Cloud, we had sex when you got here. Yes, it works."

Cloud poured himself some more wine and glared suspiciously. "No need to get snarky. I meant like everything everything. I might want kids one day. Oh, Gaia, what if I got pregnant!?"

"You can't," he said quickly. "The target's changed state is infertile, thank the gods. Hojo would be having a field day if it were suddenly possible to breed SOLDIERs from SOLDIERs. But everything goes back to normal afterwards. They checked, I promise."

"Well that's a relief," Cloud laughed. "I had a sudden image of your tentacles getting me knocked up and me giving birth to little silver morbols."

Sephiroth took a moment to process Cloud's bizarre thought process and gave his head a shake. "I … I don't think the secretion is capable of impregnating anyone."

"You never know." Cloud wagged a finger at him. "You just never know with Hojo."

"Good point, but no, you wouldn't be able to get pregnant."

Cloud nodded slowly, considering. "Well, I guess we could try. Full disclosure, though. I've never been with a woman and don't have the slightest clue about how things work with them."

Sephiroth grinned. "I don't mind giving you an anatomy lesson."

"Hmm, sexy sex ed, eh? That might be interesting. Can we … I think I'd be more comfortable if we did a sort of test run first. Just to see how it is and, yeah, anatomy lesson might be good."

"A test run sounds like a very good idea."

"Can we do it now?"

"Are you sure?" Sephiroth asked. "You can take more time to think about it."

"Yeah, but I think I'd like to just know if I'm okay with it or not. It's not like thinking is going to help me find out."

He reached out and took Cloud's hand, squeezing it tightly. "Okay. Let's go to the bedroom."

Sephiroth braided his hair to keep it from interfering while Cloud undressed and stood in front of the mirror, taking himself in. "You said you used it on yourself, right? Do you think I should look?"

"I'd suggest closing your eyes," he replied as he slotted the materia into his bangle. "It was a bit disturbing to see the change happen. Do you want me to undress as well?"

Cloud looked over his shoulder and considered him for a moment. "No shirt, but keep your pants on. I don't … the idea of having sex … I don't know if I want to. Sorry."

"That's fine, there's no need to apologize. We won't do anything you're not comfortable with." Sephiroth pulled his shirt over his head and stepped up behind Cloud, hugging him tightly. "This can last for as long or as short as you'd like. Would you like to fully be in charge, or would you like me to guide you and you can simply say if you want to stop?"

"Guidance, please." Cloud's heart was pounding in his chest, and the answer didn't surprise him at all. Sephiroth kissed Cloud gently to soothe him, murmuring that he was a good boy and he loved him until he had calmed slightly.

"Are you ready?" he asked. Cloud nodded, so Sephiroth braced him against his chest, supporting him fully. "Close your eyes. I'll tell you when it's finished."

"Okay." Cloud took a deep breath and closed his eyes.

With no further delay, Sephiroth cast the spell, then held Cloud firmly as his body began to shift. It didn't take long. He found the sight of Cloud's penis shrinking upwards into nothingness extremely unsettling, but he enjoyed seeing his features soften and the widening of his hips. He began to stiffen in his pants as Cloud's hard pecs began to swell into a pair of absolutely lovely breasts, and he shifted back a little bit so he wouldn't make Cloud uncomfortable with his arousal.

When it had finished, he waited a moment, just enjoying the sight, before telling Cloud to open his eyes.

Cloud blinked several times as he looked up and down, taking in those perfect breasts and his groin, which now hid its treasures between his legs instead of brazenly displaying them. "This is really fucking weird," he stammered in a shaky voice.

"You're fine. You're still you, just shaped a bit differently." Sephiroth ran a hand up and down Cloud's side before bringing it to rest beneath a breast, cupping it slightly. His other hand he held splayed over his smooth stomach.

"A—a bit differently. A bit fucking differently."

"Just breathe. Do you need me to change you back?"

"No … not yet. Gaia, they're really fucking big." Cloud raised his hand and poked a breast with a single finger.

"They are," Sephiroth agreed. "Bigger than mine were. I don't think you'd want to go for a jog without a bra."

"They're bigger than Claudia's too. You're going to have to tell people she got a boob job." Cloud continued to poke at his breast, then cupped his hand beneath it, feeling its weight. "Bouncy."

Seeing as Cloud had relaxed a little bit, Sephiroth tried the same with the breast he was cupping. "Mmm, quite nice. Are you attracted to women at all?"

Cloud furrowed his brow as he considered it. "A little. I haven't really thought about it recently, but I had a huge crush on my neighbour growing up. Her boobs were even bigger."

"Maybe there's something in the water in Nibelheim."

Cloud laughed. "Yeah, probably toxic runoff from the mako reactor."

That made him snort. "If mako caused increased breast size, mine would have broken my back. How are you feeling?"

"Getting a bit used to it. Not panicking. Trying not to think too hard about further south, but kind of curious at the same time."

Sephiroth nodded his approval. That was so very typical of Cloud. "Would you like to explore a bit together and see how things feel?"

"Yeah … you go first."

Sephiroth laughed and kissed Cloud's cheek, giving him another tight hug. "Copy me." He returned his left hand to Cloud's breast and squeezed gently, then brushed his fingertips over the small, pink nipple. When Cloud began to mimic what he was doing with his other breast, he murmured his approval. He carefully played with his nipple, rubbing and flicking the sensitive nub until he had coaxed it into standing erect. Cloud followed his lead, making little moans of appreciation as he did so. "Does that feel good?"

"They're so sensitive. Way more than normal."

"They are, aren't they?" He continued to play, alternating between focusing on the nipple and the whole breast. He wanted to move around to use his mouth on it, but restrained himself. He liked the voyeuristic feeling he got from standing behind Cloud while they explored his body. When he could smell Cloud's arousal, he groaned and slipped his other hand further down his stomach until hand lay above the neat patch of hair. "Still okay?"

"Yes, getting more used to it."

"Do you mind if I leave you for a moment to go get the stool?"

"That's fine."

Sephiroth went to the closet and pulled out the adjustable stool that they sometimes used for their games. It was adjustable into numerous configurations, and Sephiroth often had Cloud use it when he masturbated for him. It could support him comfortably in a kneeling position while still allowing him to show off his body. When he turned back, Cloud was running his hands over his body, feeling the changes.

"I make a pretty sexy girl," he commented as he turned around and admired his backside in the mirror. "I like my butt."

"It's very nice," Sephiroth agreed, though he didn't think it looked much different than it normally did. Then again, he already thought Cloud's butt was nice. "And you do indeed make a sexy girl."

"So do I get my lesson now?"

"If you'd like." He set the stool in front of the mirror and had Cloud kneel on the soft pads of the base with his legs slightly spread, then he adjusted the back so he could lean back a little way and still see himself in the mirror. "There. Are you comfortable?"

Cloud blushed and his heart was pounding again, but he nodded. "Excited."

"Good girl. Let's begin our lesson then. This is your vulva." He placed his hand over Cloud's new genitalia again.

"Huh? I thought it was—"

Sephiroth laughed and shook his head. "Your school library clearly didn't have the selection the lab library did. Or you weren't the horny teenager that I was. This is your vulva." He rubbed his palm up and down a few times, letting Cloud process the sensation, then pulled back one of his outer lips. "Your labia majora. It protects the more delicate skin inside and isn't very sensitive, but it can still feel nice."

He ran his fingers ticklishly along the inside of it, then spread the other side open as well. Cloud gave a small gasp at the display, and he leaned his head up for a closer look. When his hand twitched towards it, however, Sephiroth shook his head again.

"No touching until I give you permission." He spread Cloud's knees slightly farther apart so his outer lips would remain parted, then ran a gentle finger across the inner lips. "Labia minora. They are far more sensitive." Increasing the pressure slightly, he rubbed them until Cloud was squirming with the desire for more. "Do you feel how slick you're getting?"

"Yeah. Girls get wet, right? When they're—" He blushed and looked away for a moment.

"When they're aroused, yes. Your body will release fluid to prepare you for penetration." He stopped rubbing and spread him apart again, giving them both a good view. He placed his finger near the centre. "This is your urethra, where you'll urinate from."

"Really?" Cloud leaned in for a closer look again. "But it looks so small. I thought …"

Sephiroth paused a moment. "Wait, you don't—Did you have segregated sex ed in Nibelheim or something?"

"Yeah."

"Gaia, if that's how it is out in the boonies, I should put in a suggestion to add it to the cadet curriculum. Right, moving on. Women have three holes. One for urination, one for defecation, and one for intercourse and childbirth."

"Oh!" Cloud blushed again. "Well, now I feel dumb."

"At least you didn't learn by getting your crush pregnant. And now you know. Now, as I'm sure you can figure out, this is your anus." He tapped his finger against the puckered hole. "Women don't have a prostate like men do, so anal sex is a different experience for them, but the sensations can still be pleasant. And this …" He moved his hand up and rested two against his new entrance. "This is your vagina." He slipped his fingers into the warmth and pumped them a few times.

Cloud gasped loudly and grasped at the air until Sephiroth stilled his hands with his free one.

"Hold your breasts if you need something to do with your hands. Don't fondle them, just hold. Place your hands so I can still see your lovely nipples." Cloud did as he was told while Sephiroth continued to finger fuck him for several minutes. When Cloud was squirming once more, he stopped thrusting and spent a couple moments finding the spot he was looking for. "Now, I told you that women don't have a prostate, but they do have something called a g-spot. This is it."

He pressed firmly against the bumpy bit of flesh on his inner wall and watched Cloud frown in confusion.

"You're not going to get much from it at your current level of arousal, but if you're interested in trying this again, we'll see if we can't get you to experience an orgasm or two from it. A g-spot orgasm is vastly different from a clitoral orgasm, and not everyone can have them."

"I kinda feel like I have to pee."

"That's not unusual," he said, though he backed off and began pumping his fingers again. "The g-spot is located right next to the bladder, so pressing on it can cause the urge to urinate." After a couple more minutes, he withdrew his fingers and brought them to his mouth, moaning in pleasure at the taste of Cloud's arousal.

He took one of Cloud's hands and guided it down between his legs, ensuring he didn't do any exploring into the territory Sephiroth hadn't covered yet. "Two fingers," he murmured, and allowed Cloud to press them inside himself.

He sat back and watched as Cloud began to hesitantly thrust them into himself. The sight and smell and slick sounds of penetration made him uncomfortably hard, but he resisted the urge to do anything about it. He was impressed enough that Cloud was so far willing to even try this, and keeping his pants on for this initial exploration was a very minor request, considering.

Taking a deep breath, he got his arousal under control and reached out to stop Cloud's hand after a few minutes. "That's enough now. Lick them off like I did. Taste yourself."

Blushing again, Cloud did as he was told. He sniffed them before darting his tongue out for a cautious lick. "Totally different than jizz."

Sephiroth nodded his agreement and waited until Cloud had sucked them clean and returned his hand to his breast before he moved on.

"Now, while penetration is obviously the goal that men want to reach, it's a very rare woman who can come from penetration alone. The point of interest for most women is here, the clitoris." Sephiroth rubbed a finger softly over it, then stilled, pressing down on it slightly. "A nerve mass that can bring incredible sensations when stimulated. As arousal increases, it will swell with blood much like a penis, increasing pleasure. It's covered by the clitoral hood." He pulled it back and let Cloud take a good look. "Rubbing it through the clitoral hood is often enough to cause orgasm. In fact, directly stimulating the clitoris has the possibility of being painful due to the sheer sensitivity."

Cloud was concentrating on breathing as Sephiroth began to rub the area slowly, spreading his fluids around. Each time his fingers brushed across the sensitive nub, his breath would catch and he'd give a small moan.

"You're doing very well, Cloud. I want you to begin playing with your breasts again. Show them off proudly to me and I'll consider giving this lesson a proper finish if you want it."

"Please," Cloud moaned. He began fondling his chest again like Sephiroth had shown him, but he also held them out towards him, like an offering. He rubbed and pinched and squeezed, pressing them together, or bouncing them on his hands, getting a feel for how they moved and felt. Sephiroth's fingers grew wetter, and the slick sounds as he penetrated Cloud again and again complimented the moans the boy was unabashedly making. He used both hands now, one focusing on pumping him with three of his long fingers, the other he used to copy the way Cloud was playing with his nipples.

When Cloud rubbed, he did the same to his clit. When he flicked one, his clit got a flick as well. Cloud caught on quickly and began to lead him, teaching Sephiroth how he liked to be touched. He also appeared willing to experiment, and he braved giving both of his nipples a hard pinch and pulling at them. He gave a loud cry when Sephiroth repeated the action farther down and started to draw his legs together.

"Too much?" he asked as he went back to gentler touches. Cloud nodded and he made a mental note of it. If Cloud let him do this again, he wanted to see how he would react when on the verge of orgasm another time.

Cloud experimented with rubbing faster, and then in slow, lazy circles around the peaks of his nipples. He seemed to like that quite a lot, and Sephiroth let him continue like that for quite some time, finger fucking him slowly as he circled the nub without actually touching it. Cloud was riding high on the sensations, completely losing himself in pleasure, which was always a beautiful thing to see.

"You're amazing," he said softly. "I love you so much."

Cloud slowly blinked those gorgeous blue eyes, then smiled shyly. "This is really weird."

"And you're doing so well. Just let yourself feel. Don't think too much about it."

He nodded and began to occasionally touch the peaks of his nipples again, so Sephiroth teased him with brief touches of direct stimulation before going back to his slow circles. Cloud was rapidly coming undone as the sensations threatened to overwhelm him, and it didn't take much longer before he lost his focus and started just groping his breasts, doing whatever felt good at that particular moment. Sephiroth took over the decision-making on how to best touch him, and began to firm up his touches so his finger didn't actually move around much, but rubbed Cloud's clit in a small circle, pressed against his pelvic bone.

Cloud's moans reached a new level of fervour, increasing in volume and pitch, and his whole body suddenly stiffened as his vaginal walls began to contract. His head fell back and his hips lifted as though he were offering his body and soul to Sephiroth. He cried out loudly as he writhed with his powerful orgasm while Sephiroth continued to stimulate him with both hands. Fluid ran down his hand as he fucked him with far more force than he had been doing before.

When Cloud finally came down from the peak, Sephiroth had to force himself to stop, not wanting to push him while he was in a vulnerable state. But as his fingers slipped free, he couldn't resist tasting the results of Cloud's pleasure. His eyes fluttered shut and he moaned in bliss as he sucked on them one at a time.

Cloud was watching him with an embarrassed flush when he opened his eyes. "You're delicious," he said simply.

"You like it that much?"

"Don't get me wrong, I love your come as well, but yes, I like it very much. How are you doing?" Sephiroth finished cleaning off his hand and reached for the blanket, wrapping it around Cloud's shoulders as he eased him off the stool and into his arms.

"Good, I think. I … that felt really good. Weird. New and weird and a bit freaky. But I think I liked it."

"Would you like me to change you back now?"

Cloud nodded. "Yeah. I think … I think that's been enough for the first time. But I think I'd like a second time."

Sephiroth smiled and kissed him gently. "Close your eyes, then." He cradled Cloud in his arms as he cast the spell, then lifted him up and took him to the bed when the changed had completed. "Want to check that everything's still intact?"

Cloud turned bright red, but he nodded again and pulled back the blanket. Sephiroth just watched as Cloud inspected himself.

"What a weird materia," he finally said and wrapped himself up again before snuggling back into Sephiroth's side.

"It really is."

"But it'll make going out as Claudia easier. I think I'm starting to get a little too bulky to really pull her off well without being in long sleeves."

Sephiroth nodded slowly. "You have been putting on muscle lately, but don't let that stop you from wearing women's clothes when you want. I still think you look hot."

Cloud laughed and rolled onto his back. "So when are we going to try again?"

"Well, I had planned for it to be a surprise, but you know how I said you could stay here for your leave at the end of the month?"

"Yeah."

"I took the time off for myself as well and booked us a cottage at Costa del Sol for the week. It's on a private beach, so you being male wouldn't matter too much, but it would be a lot easier if you could be Claudia for doing things around town."

Cloud's eyes lit up. "Can Claudia get a sexy little bikini?"

Sephiroth laughed and kissed Cloud deeply. "Claudia can have all the sexy bikinis she wants," he said when he pulled away. "She might need to go with the mix and match kind to get tops that fit her rack though."

He laughed and looked down at his now flat chest. "Yeah, I don't think any of the clothes I have now would fit."

"No, I rather doubt it. Even when you're fully cross-dressing and using the stuffed bras, I've always gotten B-cups. None of your dresses will fit. It's okay, though. We can get you a new wardrobe for it. How about you swing by again tomorrow, I'll change you and take your measurements, then we can see about ordering some things online."

"That works for me. You really booked a cottage on a private beach?"

Sephiroth nodded. "I've stayed there a few times in the past. It's a nice getaway from the world and has a bunch of different activities around we can do as well. The cottage itself is quite nice, and the beach is lovely. I think you'll enjoy it."

"Our first vacation together! Wait, we need to celebrate." Cloud sprang out of bed and ran off buck naked before coming back with the remaining wine and their glasses. He straddled Sephiroth's lap and poured while Sephiroth held the glasses, then set the bottle down. "Cheers, to weird materia."

"To a partner who never fails to surprise me. Cheers."

Cloud gave a pensive nod. "Yeah, you're lucky you found someone as crazy as you."