A/N: This actually just came to me as an idea for a little one-shot…but at the same time I felt like I could continue off the story. So for anyone who has read some of my other works involving my OC, I have said that she originally went to a different academy; Serillia. Well the story picks up shortly after she and her best friend have transferred to the Midgar region and she has been here for a few weeks now. A LOT had happened in the time that she and Zack have been apart and I hope to cover that, but this is just a brush into their close friendship and the weakness she has around him. (As you might know…she ends up with Cloud in my other story) so this is an omage to their strong bond. Enjoy!

Ch. 1: Breaking Walls

Zack Fair couldn't believe the phone call he had received this morning. Nor could he believe that he was practically marching down the halls barefoot and towards the training grounds in his pajama pants and a plain black t-shirt. He grumbled to himself under his breath as he pushed the door open and made his way to the track that circled the base of the obstacle course. There was a lone figure running around the dirt track, the sounds of their feet thudding the ground rhythmically echoing around him.

Zack shook his head and wiped a bit of sleep from his eyes, he was becoming tired of this little game and was about to put an end to it. This was the fourth time this week, along with countless times before. It was only now that he had decided to finally take action.

"What the hell are you doing out here at 3 in the morning?!" He shouted as the figure rounded a corner away from him.

"Go away Zack!" He heard her yell out.

"Willow Moon Hawethorne, get your ass over here or I will be forced to come and drag you back to the dorms!" He yelled and pointed a finger towards her.

She merely flipped him the bird and continued to run on her path.

"I am not in the mood for this!" Zack yelled and placed his hand on his hip.

"Then go back to bed!" Willow screamed over her shoulder as she ran. "I'm fine by myself"

"No. No you're not" Zack called out. "You need to go to sleep"

"Not tired" Willow shouted as she started to draw closer to where he was standing on the edge of the track.

"That's a load of chocobo crap! Emily said you've been falling asleep in class!" Zack called her bluff.

Willow sucked in another breath and pushed her feet into the pavement "Not the important ones"

"They're all important if you want to make First" Zack said, not having to yell as loud as she neared him. "Now c'mon…"

She shook her head as she sped up and easily moved around where he was standing "Not gonna happen Fair!"

"Dammit Willow!" Zack swore. He really was not looking forward to having to chase after her. He gritted his teeth and shook his head a few times before he started after her, the dirt of the hard ground digging into his bare feet and making it uncomfortable.

He puffed out small breaths, increasing his stamina as he pushed with all his might to catch up to her. Willow had looked back and noticed him suddenly chasing after her. She decided to make the task more difficult and turned suddenly, dashing from the track and towards the grassy field instead. She heard as he swore loudly behind her at the sudden move and she smiled to herself. Willow had grown up running the sandy beaches of the island and switching to the rough pavement within the same beat, so changing terrains was easy enough for her.

Her eyes had easily adjusted to the dark around her, seeing as she had already been running for at least an hour now. She felt the familiar burn in her lungs as she sucked in sharp breaths of cool night air. Sweat was rolling off her forehead, down her back and stomach, and every muscle in her body was screaming, but still she pushed.

It had been a few minutes since she'd seen or heard Zack and her mind was curious as to where he had disappeared to.

'Hopefully back to his damn room minding his own business!' she thought and slowed her pace slightly as she made a small turn around the barbed wire section of the course.

She was beginning to think that her thoughts were correct, when she gasped at the sight that appeared out of nowhere. Somehow, he was standing in front of her now, arms outstretched as he awaited impact.

Willow screamed and threw her hands in front of her chest as her body collided with his. Zack grunted and wrapped his arms around her as they both crashed to the ground with a grunt, him landing on his back.

"Ahh, shit I'm gonna feel that tomorrow!" He groaned trying to sit up, his arms stayed locked around her torso pinning her arms between their bodies.

"It's your own damn fault!" Willow shouted between gasps. "Now let go of me!" she attempted to kick her legs, which he was somehow practically sitting on and was dumbfounded when she felt one of his easily wrap around her hips and stop in her movements.

Willow grunted as she twisted. "Zackary Fair! Let go of me right now, or so help me, I will…!"

"Or you'll what?" He looked at her with a slight smirk spreading over his features.

Willow searched her mind for words, but instead just stared at him with her mouth opening a closing, a bit like a ridiculous looking fish. He could only smile. His eyes held a stare that once-upon-a time would have made her knees turn to jelly.

"You knew that it was only a matter of time before I caught you, and soon enough you'd have to pay the penalty" Zack said with a grin. "I know that's why you've been out here every night"

She shook her head a few times as she watched him move closer to her. "Zack. Don't you da-!"

But her words were cut off. She was pushing against his chest and arms the best she could but her own arms were still crushed between both their bodies. And he was kissing her. His lips brushing against hers lovingly. She tried to turn her head, letting out breaths through her nose, but he adjusted his so that their lips never broke contact. In other circumstances, she might have found this hot. His eyes closed and one of his arms was rubbing the small of her back affectionately, as if that was supposed to make it better. He pulled her a little closer and his lips trailed back to her ear and he sighed. His warm breath caused all sorts of goose bumps to rise despite what she had tried to tell herself.

"Don't fight it when you know you want this." He whispered with a growl into her ear as a moan escaped her lips.

His teeth pulled carefully at the silver earring in her ear and she shivered violently. He was way too close to her weak point and because of it her mind was protesting less and less. His hand that was rubbing her back slid upwards slowly, each finger running over the back of her sports bra in a seductive way. It tickled and she arched away from the touch and into his chest. He must have taken this as a form of her finally participating and his arm that was holding her tight loosened, and instead sat gingerly around her waist. His other hand meanwhile kept along its northern journey, and fingernails scraped teasingly across the nape of her neck and up into her scalp. Willow's head snapped back and she couldn't suppress the soft groan that escaped. He had hit the ultimate weak spot on her body, damn him. His lips pressed against the center of her throat and she could feel the smile that formed there.

"Isn't this much more enjoyable when I don't have to fight with you for it?" he mumbled against her hot flesh.

"Zack…" Was her gurgled reply. His magic lips had a way of turning her mind off.

"Hmm?" He said nonchalant before he again claimed her divided lips. This kiss was much sweeter since she was now a willing participant and kissing him back although it went against everything she had lectured herself about. Dammit, he was breaking down her walls with just his freaking mouth!

"Zack…wait…" She managed to pant out after a few minutes.

"Why?" He asked, placing a kiss on her chin.

"Because…" she panted out as he continued to kiss around her neck "I'm all sweaty"

"Hmm" he kissed her light along her the underside of her chin before whispering "I can fix that"

"N-no…" She stuttered, wrapping her arms around his neck.

"No, what?" He grinned into her throat.

" That's not what I- ahh…" She nearly melted when he pulled the nape trick again, nipping teasingly.

"Only if you can say 'no' and make it sound more convincing" Zack said into her throat.

"You know…I can't…do that" Willow gasped out through a whisper.

"So is that a yes?" He pulled back his head with a smile.

"Zack…" She whimpered. She placed her forehead to his, trying to collect her thoughts and catch her breath. She was vaguely aware that they were still sitting in the grass outside.

Was she really going to do this?

Why not!? It's Zack!

Did she really want this?

Hell yes!

He smiled and kissed her one last time before helping her to stand. She waited while he stood up and then extended a hand out towards her. Willow hesitated for a moment before placing her palm on his, and let out a squeak as she felt her legs being scooped out from under her as Zack lifted her up and began to carry her back towards the building.

"Zack what're you-?!" She shrieked.

"I let go of you once. I won't lose you again!"

She couldn't help but wrap her arms around his neck as he leaned in and nuzzled his nose against the side of her face. Zack Fair was defiantly her weakness, there was no denying that. She knew that after that late night encounter she would do anything and everything he asked of her someday; and it made her heart fill with complete warmth for the first time since she'd transferred to Midgar.