I don't own FF7 or its characters and make no profit from writing this story.

Tifa fumed when a slightly familiar looking Wutai-looking male flopped down on a barstool before her and said.

"Hey sweet cheeks, I would like a pint of beer" he demanded. He was lithe with a lean, muscular swimmers build, had a handsome angular face and large brown eyes. He a wore leather vest over his bare, lean torso, leather pants and boots.

"What was that?" she said in an icy tone of voice she used when men dared to talk down to her like that.

"Don't get your panties in a knot, girly" the male cautioned her, giving her a wide smile that made Tifa long to hit his smug face with a brick.

"My name is not sweet cheeks and I haven't been a girl for years" she coldly said. "I will not be talked to like this" she said with a threat in her voice that normally made men back off as they knew she could put them through the walls when provoked.

"Come on Baby Cakes, don't be like that" he said with another brickable smile.

"Guy, I strongly urge you to leave my bar before I..." she threatened.

Suddenly the stranger leaned forward and whispered, "Tifa, it's me."

"Sorry do I know you?" she asked him in confusion.

"I'll give you a hint, every Friday we get together before the bar opens to pick out our clothes for the night" he said with a wink.

"Yuffie?" Tifa said in surprise.

"Bingo, Tseng brought me some gender shifting Materia from Wutai" she, now a he, said with a grin.

"But who would want that?" Tifa asked her in confusion.

"It was designed for wartime. If the male population was ever severely decimated, the females would use this on themselves and could step in and help repopulate the community. The Materia causes the other female involved to instantly ovulate during copulation" Yuffie explained.

"Aren't you afraid of getting stuck like that?" Tifa asked, waving her hand about in her random direction.

"It's perfectly safe! You press it against bare skin and it gets absorbed into the person's body. The person gets kind of groggy and sometimes goes to sleep for a short while. Then poof, they assume the form of what they would look like as their opposite gender. That wears off in about eight hours and then you're back to your usual self" Yuffie explained.

"What do you do during this time?" Tifa asked her, her mind pretty much already answering for her.

"Have lots of sex" she said.

"With who?" Tifa asked him.

"With Ts...I can't disclose that information. Suffice it to say, it is with a male and I am having homosexual sex with that person. I'm not into women anyway, though that certain someone may make me change my mind to see them female… Anyway, not everyone is bisexual like you. It is perfectly safe and gender swapping can be fun. Think of all the pretty boys and girls you could take your pleasure with, without them being the wiser for it. Just think of a male name and have your fun" Yuffie enthused.

"I couldn't be deceptive like that" Tifa said with a half appalled, half inquisitive look on her face.

"Just think of all the fun you could have" Yuffie said, giving her a grin that seemed to say 'join me'.

Tifa looked around her bar as if weighing her options and her gaze fell of Sephiroth who seemed to loiter in her bar a couple of nights of the week despite her frosty service to him; he seemed completely oblivious of her disdain of him.

He was there on his own as ever, nursing a non-alcoholic drink and reading a book, looking every inch the unapproachable King of Ice.

Tifa had to admit he was beautiful and wondered if he had any passion in him whatsoever.

She had seen people flirting with him, to right out propositioning him and he had turned all down, male or female. Did ice water run in his veins like how his frosty exterior indicated?

"Does the person have to be purely human for it to work?" Tifa asked Yuffie in a thoughtful voice.

"Sephiroth? But why him?" Yuffie asked her friend, already knowing.

"I want to take him down a peg or two and I certainly can't in his present gender. The guy's asexual it seems. However, what if he were smaller and less able to defend himself?" Tifa said with a sly smile.

"You don't mean to rape him?" Yuffie said, disliking the idea.

"No just pleasure "her" body until she agrees to it" Tifa explained.

"You need to press the Materia against bare skin" Yuffie reminded her and Tifa and her both studied him, as usual, only a wedge of his bare chest and head showed.

"There is no way we could get anywhere close to his chest" Tifa said.

"We need him to take his gloves off, or at least one" Yuffie concurred. "I'll take care of that" she said sauntering over to him. "Pardon me, are you General Sephiroth?" she asked him.

He looked up to see the unfamiliar Wutaian man looking at him.

"Yes, can I help you with something?" he asked in a bored sounding voice, expecting him to chew him out for something.

"I am a huge fan of yours, I would like to shake your hand" Yuffie said, secreting the pale yellow Materia within the palm of her hand.

"You are?" Sephiroth said, one snowy brow lifting slightly.

"Yes you are the best SOLDIER ever, please let me shake your hand" he/she gushed.

"Well I suppose" Sephiroth said, extending his own.

"Your gloves are on" Yuffie reminded him, pouting slightly. That look was familiar and he didn't know why it was since he couldn't place it at this time.

"Yes, I don't like touching bare skin. It's nothing personal" he assured "him", holding out his hand.

"Do you have a watch? I just want to make sure the time is correct on that clock there" Yuffie said pointing and inwardly bristled when he did nothing more than peel back one glove to uncover his wrist.

"It's a couple minutes slow, but pretty much right on time" he assured the strange man.

"Tequila shots on the house" Tifa said setting down a tray before them, trying to help Yuffie out.

"I don't drink" he objected.

"Come on just one for a toast to how amazing a swordsman you are. I mean your Odachi, Masamune, is awesome alone!" Yuffie said persuasively.

Sephiroth actually allowed flattery to sway him for once. He'd been down and though he was sure it could easily be a trap, he found that he needed the little 'white lie' at this time. Very few people had anything pleasant to say about him after his break with reality and all.

"Okay, just one" he said tapping the small glass against the other males and threw it back...and was instantly inebriated.

"You okay General?" Yuffie asked, actually slightly concerned about the turn of events.

Sephiroth actually swayed in his seat and his cheeks burned an angry hot pink with glazed over Lifestream colored eyes.

"You look flushed! Uh, let me take off your gloves to make you feel cooler" Tifa said lamely, removing them without protest and Yuffie instantly pressed the Materia into his palm, making his head swim.

"I don't feel so well" he slurred and bobbed in the chair, eyes closed but opened them in fascination when he felt something dissolving in his hand and watched a pale yellow Materia orb fade into his skin and wondered if he was hallucinating.

"Come on General, I think you had too much to drink. Let's get you upstairs to my spare room" Tifa said. "Sir, do you mind helping me?" she asked Yuffie.

"Of course not little lady" Yuffie said, taking the other side of the tall man and they helped him stagger upstairs and both threw him backwards onto the bed.

"Now what?" Tifa asked Yuffie.

"We wait for him to change and meanwhile, you get to explore life as a male" Yuffie said, taking the second pale yellow globe from her pocket. "Each Materia is a one shot, you would need another one if you wanted to try this again" Yuffie said.

Tifa took it and watched it melt into her palm and sat down when the grogginess hit. It took a good ten minutes to clear up and she stood up, way past what she normally did.

"Oh Gawd, Tifa you're gorgeous!" Yuffie said holding a fist against her mouth. It was bad to get "excited" about your friend like that-right?

Tifa walked to the mirror and took off her now comically small and inappropriate clothes and examined herself.

She was tall, about how tall her father had been with broad shoulders and a firm chiseled body.

Her hair was still long and her face about the same but her features were broader and more masculine, making her large garnet eyes stand out. She turned and examined Sephiroth and noticed the transformation had hit him as well.

For one thing, his clothes swam on his smaller body.

He was now a long and lithe woman, with a willowy, curvy figure with a tiny waist where the waistband of his leather pants and his First SOLDIER belt sagged pitifully into his stomach. His hair sprawled around him on the bed like a silken throw. His already pretty features were softer, rounded and more feminine looking, not all the angles his normal face showed. Above all else, peaking between Masamune's back sheath that crossed his chest normally, sat snow-white, medium sized breasts topped with pale pink nipples on top her lean, softly sculpted torso.

"She's beautiful" Tifa said. "Such beautiful pale skin."

"Sephiroth is good looking as a male, it stands to reason that he would be a good looking she" Yuffie said underwhelmed and yawning, while her friend looked at the new girl like she was the prettiest thing she had ever seen as Tifa leaned over her as if in a trance and pressed his lips to hers, as if attempting to wake a fairytale princess.

Sephiroth blinked in surprise when he felt something squirming against his lips and opened his eyes to see an unfamiliar male's face looking down on him with such a lustful expression on his face that it caused him to blushed. Then he realized that the squirming feeling had been someone kissing him.

"What the hell do you think you're doing?" he demanded and then froze in shock when a feminine voice emerged from his throat in place of his normal baritone.

"It's okay, there is nothing to be afraid of" the male assured him.

"Why would I have anything to fear? Do you know who I am?" he demanded, yet felt a spark of fear ignite as there seemed to be something else strange about his body.

"Yes you are beautiful woman who needs to be made love to" the male cooed.

"Woman? Clearly you can see I'm male" he said and then looked down at his body startled at the sight of breasts perched high on his torso and with shaking hands, undid his trench and gasped in surprise at the sight of his now feminine torso.

"This is not possible" he said and placed his hand on his groin to give it an experimental squeeze and his eyes bulged out of his head to find something missing.

"What have you done to me?" he demanded in a choked off scream, as he began panicking internally.

"I won't do anything you don't want to me to" the man said, capturing his lips with his own and Sephiroth squeaked against them as the pointy nipples of his suddenly feminine body were suddenly being stroked and amorously plucked and teased.

"Stop" he commanded him as the stimulation caused him to gasp and blush.

"Are you sure you want me to? You're body is deliciously ripe and ready for loving. Let me love you" the male said, kissing him again.

"I said stop" he ordered, trying to push the man away, only to find he couldn't and gasped when a tongue entered his mouth.

"Sephiroth, haven't you longed to be loved? Haven't you been lonely for too long? I can make love to you, I can show you how it feels" he said drawing back and looking at him so tenderly, it had to be a dream he decided.

"Do you want me to love you?" he asked him, cupping his cheek and tenderly stroking the arch of his cheekbone.

"I can't" 'she' said.

"Why not?" You are so beautiful. Don't you want to know what love feels like just once in your life?" 'he' asked 'her'.

"I don't know how" 'she' admitted looking away with a blush.

"Then I can show you. Let me love you" he said to the dubious looking female.

Sephiroth's mind was overwhelmed at what was being offered. He had been so lonely since finding himself back on Gaia. He was only considering it because the person was offering to love him. Had they said a different word, such as fuck, he wouldn't even have considered it. But it was a dream after all, certainly he was male, had never been a female. What harm could there be?

Yuffie was having a delightful time watching Tifa seduce Sephiroth, there was a warning she felt she should give Tifa about being with a materia gender changed male that Tseng had warned her about, but couldn't remember it off hand. The scene was too hot as the sexless man responded beautifully to Tifa's sexual stimulation of him.

"Yes" he bravely said and sighed as gentle hands stripped the too large garments from him and stroked the exposed skin as it was revealed and then a larger body drew him against it and kept him warm against the slightly cool air of the room.

Tifa was having a great time stimulating Sephiroth's virgin body, not surprised to find his hymen intact as her fingers explored Sephiroth's new womanhood, parting the sparse curls of silver pubic hair there.

Sephiroth's face was flushed as sexual stimulation suffused his pure body as Tifa took her time and touched everything and everywhere on the pliant body. Tifa had latched onto a light pink nipple while stroking and pinching the other. The results were immediate: Sephiroth let off a startled yelp and deep moan. This dream was hyper realistic Sephiroth mused, enough for him to be even embarrassed in it.

Quickly, Sephiroth placed a hand over his mouth as the other remained balled up at his side to muffle the sounds he couldn't stop as the male had switched breasts, all while touching his altered bottom half. Though the sounds were contained, he could do little for the writhing his body was doing.

Sephiroth was a squirming mess as Tifa stroked her g-spot internally with her long fingers while her clit was strummed, she writhed uncontrollably on the bed while Tifa suckled and tongued the super senstive points of her nipples.

Sephiroth was further embarrassed about how wanton he was being even in his dream as the stranger forced his body to experience pleasures the likes of which he had never dreamed possible. Certainly nothing prepared him for when the male lapped at the swollen lips of his suddenly engorged sex. Tifa hearing the wonderful sounds that he was making had stopped, reached up and removed the hand from his mouth. One especially accurate thrust had him crying out loud in abandon. Sephiroth blushed deeply and turned his face away from his behavior though he was losing control little bit by bit.

Tifa smiled at the quivering Sephiroth and then bent back down and with just the tip of her tongue she licked his pussy from the bottom up to his clit. He shuddered and groaned. He was getting close now and was more vocal then Tifa could have possibly ever dreamed as she pumped her fingers into his drenched channel. He desperately wanted to cover his mouth again; he couldn't control his noise level. It was so wonderful!

His body trembled and he arched his back to push his pussy harder against her tongue. Tifa responded by pushing her tongue into him. He gasped and clutched at the sheets. He felt her tongue move rapidly around his clit in little circles; close, but not actually touching it and then she took it into her mouth and suckled on it while lashing her tongue on it.

Sephiroth cried out in a soul shattering sob as 'she' came. The 'man' kept licking him, gently now and then leaned up and held the girl through her first orgasm, her own new organ poised at her entrance and raring to go, waiting for him to recover.

"Sephiroth, look at me. Recognize me, I'm Tifa Lockhart and I'm about to take your virginity. Do you understand me?" Tifa said, holding his face in between her large hands and forcing him to focus and the girl cried out as Tifa stabbed herself inside him. His hymen easily parted and soon she was deep inside the new girl. She stayed still as he throbbed around her, relishing the hot tightness of Sephiroth. His new body was as hot as liquid fire and the gripping walls, silken as they clenched on her manhood. She remained still, enjoying sex from the male perspective at how the muscles of the girl hugged and caressed her.

Tifa gathered the trembling girl to her and began pumping into 'her' depths with slow, steady strokes. She could feel Sephiroth tighten on her blood drenched cock and it felt so good, good and tight, virgin territory and she relished that she was the one who conquered her enemy as the girl gasped in her arms.

Tifa set a brutal pace.

Sephiroth frowned when the feeling of pain stole away to be replaced by a slowly burning pleasure that got stronger with each thrust into her body as each stroke dragged the length of Tifa's shaft over his clit until his body trembled with a need that he couldn't fathom as the hips of his female body lifted to meet the crashing hips of the large male. There was a hot pooling in his groin that he couldn't understand and he fought the sensation.

Tifa then moved him into her lap so that the beauty could bounce and sway upon her manhood. This position allowed for more of Tifa to be taken in. Sephiroth threw his head back cried out a ragged scream at the fullness he experienced. The man-Tifa Lockhart in his dream, was touching everything inside. Tifa began bouncing Sephiroth to encourage him to move himself. Each thrust into his body yielded a delicious cry. Sephiroth was still fighting the internal tightening in his stomach and lower area. Tifa wouldn't let him and her fingers reached between then to further worry the bud of Sephiroth's sex until his body stiffened and came with the force of a hurricane, forcing Tifa to erupt as deeply inside him a possible.

Sephiroth completely lost it and with his first internal orgasm and he scratched his nails down her back and bit Tifa's shoulder to lessen the mortifying wailing coming from his throat. Sephiroth's eyes rolled back and he crumpled and fell back onto the bed. Looking down, Tifa realized that he had passed out at how violently he came.

She gently pulled out of the girl and they disconnected with a slight moan from Sephiroth. Gently Tifa cleaned the girl and rolling her this way and that, changed the sheets on the bed so there would be no tell tale bloodstains there upon his awaking. Covering him, she turned out the light and went to see if she could find Yuffie, who had left a note that she had gone to see her boyfriend.

The next day both were back to normal. Sephiroth woke in a strange place, head slightly throbbing which was indicative of alcohol, thinking that he was put up for the night for his no doubt drunken behavior, and got dressed, frowning at the strange sex dream. He let himself out of the room he was in and almost leapt back in shock when he encountered Tifa.

"Miss Lockhart, how did I happen to end up in your spare bedroom" he asked her.

"You had a shot and got drunk, so my friend helped me carry you upstairs so you could sleep it off" she smoothly lied. Well that confirmed his thinking on the matter.

"Nothing else happened?" He asked her, his dream seeming so real.

"No, would you like some breakfast before you depart, General?" She asked him.

"No, my stomach is a little off, probably because of the drinking. Thank you for putting me up for the night" he said.

"It was my pleasure" she said and watched him leave, thinking that was the last she would hear about their encounter, boy was she wrong.

Two Months Later

Sephiroth moaned after throwing up that morning as he had been doing for weeks by that point, wondering if he should bite the bullet go see the one doctor he trusted to see what was wrong with him. He worked in the WRO clinic and specialized in those who were mako enhanced. Not only that, he felt sick when he smelled onions being fried and the heavy smell of grease and had almost thrown up when walking past the cafeteria and had gone off drinking his black coffee in the morning. His personal assistant was shocked when he requested a mochaccino every morning.

However, like every other day, he pulled on his uniform and went into work. He hadn't been sick a day in his life and wasn't planning to start now. Besides, he usually felt better by midmorning. However, he felt strangely dizzy when he walked towards his office. He paused at the water cooler while everyone said good morning to him and suddenly felt hot and a sheen of sweat covered his skin. Shaking off the feeling, he gulped down water and then filled the pointed cup again and pressed it to his forehead and paused for a second while leaning against the wall, trying to pull himself together.

"Morning Sephiroth" Rufus said. "Rough night?" He asked him.

"I'm fine" Sephiroth insisted, straightening up and then dropped to the floor like a sack of cement. Rufus could barely register that fact that the indestructible man had fainted. He was quickly rushed to the clinic where a battery of tests were done before he woke up.

Sephiroth sat up wearing a hospital gown. "Where am I?" He asked Rufus.

"The clinic, you fainted" he explained.

"That is ridiculous, I don't faint" he snapped, going to get up.

"You will remain where you are until the doctor is back" he ordered him, actually worried for the man.

"Fine" he said, crossing his arms over his chest.

Dr. Campbell came in.

"Morning Sephiroth, I have the results of your MRI, this is the one I took from your last physical and this is the one I took today" he explained.

All three men studied the two images and noticed the difference right away.

"What is that?" Sephiroth demanded at what seemed to be hovering over his groin, that wasn't present in the first picture.

"It looked like a u..." Dr. Campbell mused when he was called down to the lab and the lab technician, Alex was pale white.

"Doctor, I ran was running the General's blood tests when I got one of his samples mixed up with blood intended for a pregnancy test. It came back positive" Alex explained to the shocked doctor.

"A what?" Sephiroth called after him and fumed until he returned.

"Sephiroth do you mind if we do a urine test?" He asked him.

"I don't use drugs" he insisted.

"Please humour me" and he did.

"Sephiroth, I don't know how to tell you this. You're pregnant" Dr. Campbell told him after he ran three tests in a row with the same results.

"What? That is impossible, I am nothing but male" he insisted.

"I did two types of tests, you're about eight weeks along. This unidentified organ is your uterus" he told him.

"How is this possible? You've been over my chart and you gave me ever test in the book, my body is enhanced but I never had female organs before and certainly am not intersexed" he insisted, pointing at the image.

Rufus was blown over by this statement, he had been trying to socialize the inept Sephiroth by hiring him first a sexy and beautiful, kind and intelligent female personal assistant who was available and definitely attracted to him but he had shown no interest in her other then praising her for her efficiency. So Rufus had tried again and assigned her elsewhere and found the best looking gay man with the same traits of kindness and intelligence and he was praised for his efficiency too, but he soon found a boyfriend and Rufus didn't bother to move him. He finally realized Sephiroth just didn't seem to have an interest in sex or dating and left him alone. But if what the doctor was telling the truth, the sexless man had to have slept with someone and a male someone at that. "I need you to answer the following questions honestly, are you homosexual?"

"No, I don't sleep with anyone" Sephiroth said in confusion.

"How about a couple of months ago?" He demanded.

"You don't seem to understand, I'm technically a virgin" he insisted.

"There has to have been someone, think" the doctor said.

"Well there was a weird encounter that I remember, but that had to have been a dream" Sephiroth said.

"Why was that?" Rufus demanded.

"I was a female and Tifa Lockhart, from Seventh Heaven was a male and she had sex with me" he explained.

Suddenly there was lots of Wutaian swearing from the corner where Tseng, President Shinra's constant shadow was leaning.

"What is it, Tseng?" Rufus asked him when he muttered something about fucking Yuffie.

"That night, do you recall anything about a pale yellow materia orb absorbing into your skin?" He asked him.

"How did you know about that?" Sephiroth demanded.

"I think I might know what the problem is" he said and called Yuffie. "Yuffie, remember those Wutai conception Materia I gave you. Do you have the other two left?" he asked her while his PHS was on speaker phone.

"No I gave them to Tifa. Why, should I order some more? I sure have a hankering to take you while you're down on all fours" she purred to the practically glowing man as his boss, Sephiroth, and the doctor learned his of homoerotic sexplay with his girlfriend.

"That's okay. You did caution her about always wearing a condom with a sex shifted genetic male; that the fertilized uterus will remain present even when in male form because the body is trying to protect the conceived fetus?" He asked her.

There a was silence and then Yuffie sheepishly said, "I think I forgot to mention that part."

"Tseng please have Reno drive to pick up Tifa and Yuffie, it seems that some decisions need to be made" Rufus ordered him.

"At least we figured out why you're throwing up every morning, General" the doctor pointed out to the shell shocked Sephiroth.