A/N: I accidentally porned again, whoops. I was just casually wandering through the forgotten backwaters of the Kink Meme when all of a sudden this one prompt accosted me out of nowhere and decided it wanted to be written.

So, uh, that happened.

Well, I need to write more het and femslash anyway. XD (Especially femslash, there's never enough of that.) And I do love playing genderswap with the boys. (Cloud with boobs is wonderful. Sephiroth with boobs. Yes.)

Prompt: So, Aeris, Zack and Sephiroth (You can add Cloud if you want to) are in an established relationship before the Jenova shit. I want it to be Zacks birthday or something, and Aeris and Sephiroth have a surprise for them. I want Sephiroth to use like a gender!switch materia to turn himself into a female. He and Aeris give Zack (and Cloud, if you'd like) a birthday show.

"Happy birthday!" Aerith announced, and her smile was as bright and sweet and terrifying as ever.

"Uhh," was Zack's eloquent reply.

He wasn't looking at Aerith. He was still staring at Sephiroth. Or, more accurately, at Sephiroth's chest. Sephiroth wore his usual uniform, and Zack had never been more grateful for the fact Sephiroth went shirtless. He was fairly certain the way all that black leather framed and emphasised Sephiroth's newly acquired breasts was the hottest thing he'd ever seen.

Plus there was the fact that Sephiroth had boobs.

"I think we have rendered him speechless," Sephiroth murmured. His expression was as controlled as ever, but there was a touch of pink on his cheeks. Zack's staring was getting embarrassing.

Aerith just giggled.

"Uh," Zack repeated. "Wow." He finally dragged his eyes away to glance at the blond-haired trooper who was sitting beside him, practically stuffing a fist in his mouth to cover his grin. "How come you aren't even phased by this?"

Cloud coughed, trying to cover a snicker. Zack's reaction was proving priceless. "We have been planning this a while."

"And practising," Aerith added with an impish smile, knowing that Zack's mind would jump to some very interesting mental images. And those images would be right. "We had to make sure the materia worked properly after all."

Cloud nudged against Zack, adding his own fuel to the fire. "We all tried the materia out together, but we decided Sephiroth makes a better girl than me. And his boobs are bigger."

Zack breathed out with a heavy whine. "Are you guys trying to melt my brain?"

"They haven't even started trying yet," Cloud grinned.

As if on cue, Sephiroth took a few steps towards Zack. Zack was hypnotised. Sephiroth's hips were just a fraction wider, with a new curve to them, and the way they swung as he walked was enough to leave Zack speechless all over again.

Zack started to get up off of the wooden church bench he had been seated on, but Cloud held him back. "Just watch."

Aerith drew alongside Sephiroth and raised herself up on her toes to kiss him.

Zack had seen them kiss before, of course. He'd seen them with their mouths pressed together, lips moving in a sensual dance, the flash of tongue as the kiss deepened. But he'd never seen Aerith's hands settle on the curve of Sephiroth's slim waist, or the fascinating caress of two pairs of breasts pressed tight against each other.

Then their clothes started coming off.

They had positioned themselves close enough that Zack could see ieverything. Sephiroth's coat and belt harness were tossed aside first, revealing his breasts in their full, heavy glory. Aerith cupped them, rolling dusky, peaked nipples between her fingers.

Sephiroth made a sound Zack had never heard before. It was a moan, but high-pitched and breathy, and hearing it made Zack's cock jump. Sephiroth's eyelashes, longer than ever, brushed against high cheekbones as his eyes fluttered shut.

Aerith looked ridiculously pleased with herself, and kissed Sephiroth again as she continued to massage his breasts.

Sephiroth kissed her back, hard. He undid her dress with practiced ease, sliding it off her shoulders and flinging it at Zack with a smirk.

Zack was too enrapt to even realise until the material covered his head and blocked his view.

"Hey," he protested, very quickly freeing himself. He didn't want to miss a second of this.

Especially since this time it was Aerith who was lowering Sephiroth to the ground, and Sephiroth was allowing it. Not only was he allowing it, he enjoying it, if the smug look on his face was anything to go by.

They had practised this, dear Gaia.

The leather trousers were undone and pulled away, and Zack was almost disappointed because the way they clung to Sephiroth's new form was utterly fascinating. But it was worth it.

Zack hadn't thought of himself of a leg man before; he loved all of Aerith, of course, but his favourite features would have to be the delicious curve of her hips and the way her breasts fit just right into his hands. Sephiroth's legs, though. Damn. They were as long as ever, all lean, powerful muscle, but softer at the same time and perfectly shaped. And they looked all the better for being parted, with another beautiful female settled between them.

Sephiroth captured Aerith between his knees and tangled a hand into her braid, pulling her down on top of him.

Zack swallowed, hard. His girlfriend, his beautiful, teasing girlfriend with her perky breasts and perfect curves, was naked and fooling around with his boyfriend, who was also his General and currently a girl as well, and if that wasn't the stuff that wet dreams were made of Zack didn't know what was.

He reached a hand down into his pants, only to be stopped by his other boyfriend.

"Aw, c'mon, Cloud," he whined. "I thought this was supposed to be a birthday treat, not you guys being a cocktease."

"It is your treat," Cloud purred. "That's why it's my job to help you out."

Cloud scooted over to settle behind Zack on the bench, resting his head on Zack's shoulder and pressing little butterfly kisses against his neck. His arms wrapped around Zack from behind in an intimate embrace. Zack could feel Cloud's own hardness nestling against the base of his spine, but he was immediately distracted when Cloud's hand worked its way into his underwear.

"Mmm, yeah," Zack breathed, rolling his hips up into Cloud's grip as Cloud began to stroke his length.

"Look at them," Cloud prompted. As if Zack wasn't already hypnotised by the erotic display.

The two on the floor shared a look. Aerith smiled and Sephiroth nodded.

"Oh, no way," Zack moaned as Aerith straddled Sephiroth's face. Cloud laughed, but his voice was husky as well.

Aerith was conscious of their audience, and a master choreographer. She kept her hips raised just high enough that the boys could see Sephiroth's tongue flicking against her. Her eyes were heavy-lidded with pleasure, but she kept her gaze firmly locked with Zack's as she leant forward.

Aerith's hands trailed down Sephiroth's sides, and Zack recognised the tremble of muscle beneath her ministrations. It was even more noticeable when she stroked at the inside of Sephiroth's thighs, and Sephiroth's hips physically jerked up when Aerith's fingers circled the intimate flesh between.

Zack held his breath, groaning louder than Sephiroth himself as Aerith slid a finger into the slick opening.

Cloud was panting against Zack's cheek. He sped up his strokes on Zack's cock, working him over in time with Aerith, who now had two fingers inside Sephiroth and was steadily fucking him with them.

Zack whimpered. He tried closing his eyes, but it didn't do him any good. The image those two together was seared into his mind, and it didn't stop him from hearing. The soft, wet squish of Aerith's fingers stroking Sephiroth from the inside, the slurp of Sephiroth's tongue against Aerith, Sephiroth's quiet gasps of pleasure and Aerith's less restrained moans.

"Goddamn..."

When he opened his eyes again, he saw that they had stopped. Cloud's hand on his cock stilled as well.

Aerith stood with a giggle. Sephiroth sat himself up as well, stretching out in a way that only accented his new female features. He knew he was gorgeous in any form. The disappointment of having Aerith stop was evident on his face.

"Would you like to join us, Zack?" Aerith offered. Zack would never understand how she could sound so innocent yet so seductive at the same time.

His mouth went dry. C'mon, like that question even needed an answer.

Zack stripped quickly enough that he was already naked by the time he had stood up, purring in anticipation. Cloud wasn't far behind him.

Zack's joy was almost palpable as all of his lovers embraced him, and he took the time to kiss each of them thoroughly. Then he cocked his head and grinned. "Do I get to use that materia too?"