It was late. The small crackle of thunder rumbled outside thick windows, the only lighting was the flash of lightning and the dull candles lining the walls. Aerith took her time in going to Cloud's room. This would probably be the last time they visit the amusement park. She wanted this memory to be the last and most prominent from Gold Saucer.

Footfalls came to a stop as a figure's shadow loomed along the walls. She peered around the corner and, to her luck, saw Cloud making his way down the stairs to the front door. Great! This would be easier than catching him unguarded in his room. Aerith quickly hurried along after him.

Not once did he slow down enough for her to catch up. They left the hotel, passed the entrance-way, and made it to where the soaring gondola waited. The brunette slowed, knowing there was no way back except through her. She watched as Cloud spoke with the attendant and stepped onto the ride. Only then did he glance over his shoulder, noting Aerith's presence. He didn't seem upset, but more-or-less expectant. She took this as a "go ahead" from the spiky haired blonde. She immediately followed him on.

The doors shut with a loud clunk and the gondola shifted to life, moving slowly along the iron railing. A light laugh filled the small distance between them, "You really gave me a run for my gil." Aerith commented with a smile. "Didn't think we both had the same goal in mind."

"I've been thinking about this for a long time." Cloud kept his back to her, his head slightly inclined. "Ever since we met."

Cloud often said odd things, but not that odd. A frown silenced her girlish giggles. She stared at him for a long moment, trying to figure out what it was that felt off. It didn't take her long. The man's shoulders lifted in a low, deep chuckle. Green eyes widened, her entire body frozen, undecided whether or not to approach or back away. It didn't take her long to make up her mind. As he turned, his vision melted away. Golden hair grew, the color lightening sporadically to liquid silver that brushed against pale, perfect skin. Thin lips curved into a smile as jade eyes locked onto the dark haired beauty before him.

Aerith's breath was thin and sporadic, taken in sharply as she took a mighty step back and pressed herself against the firmly shut door. "Sephiroth…!"

A silver brow arched, amusement coating his every word, "I was wondering how well this plan of mine would work. Your powers have yet to fully develop. A full Cetra would've sensed my presence within a matter of seconds."

Her face flushed a light pink. He was insulting her. Scowling, Aerith barked, "For your information, I DID notice something wrong! I wanted to know what it was so I-"

"Followed," Sephiroth cut her off. "Lying isn't very lady-like."

She wasn't about to stand there and be insulted the rest of the night. So the topic was changed immediately. "What do you want from me?" It was odd thinking that this man, the sworn enemy of Cloud and Tifa, wanted something from her. As far as she knew, the only connection she and Sephiroth had was with the Cetra themselves. She was the last survivor of the race, while Sephiroth… She didn't know what he was, but he claimed to be one himself. The feeling she gained from him wasn't like the one she got from her late mother. In fact, he felt the opposite. Cold and dangerous.

Slit jade eyes regarded her, his smile slowly fading. "Down to business, then." Aerith swallowed heavily, her heart hammering in her chest. He allowed the brief silence, as if enjoying the look of unrivaled terror in her eyes. "When I first saw you, I thought nothing of it. You were merely a companion of Cloud's."

Was this going to turn into a story? She lowered her head a little, her eyes glued onto his. "Friend."

"Does it matter?" Sephiroth took a small step towards her, causing her to further press up against the door. "However, I noticed a few things. The way you held yourself, the odd things you said. My suspicions of you are now clear." He now stood directly in front of her, his large form towering over her. "You are of the Cetra. Aren't you?"

"How do you figure?" Aerith chose her words carefully, not wanting to deny or agree. At least not until she knew what his intentions were.

His head tilted lightly, regarding her curiously. "You have an ethereal air about you. Your abilities are far different from the others, as well. Healing and empowering without the use of materia. I wonder how it is I never heard about you while I was still employed by Shinra. The last of our race…" A gloved hand reached out, the back of his fingers carefully gliding down her cheek.

This action confused her. His expression was soft, as if he were gazing upon a dear old friend. The fragmented light glimmered in her eyes. "I'm not…" It was hard to speak, "… going to join you…"

Compensating for her lack of articulation, Sephiroth's deep voice lowered to barely above a whisper. Long fingers curled around one of her ringlets, jade and emerald gazes remained locked. "I know."

Her breath hitched as he drew ever nearer. "Sephiroth-"

"Shh." He instructed and she obeyed, quieting whatever thoughts rolled about in her head. His lips barely brushed against hers as a pop of color burst in the starry sky. Dark lashes curtained heavily over chartreuse hues, staring up at enigmatic beryl.

Dainty hands found his chest, grasping the heavy fabric of his jacket and pushed in a last effort to keep the distance between them. Her efforts were futile. He moved closer, their lips pressed firmly together. She inhaled deeply through her nose, her mouth completely taken in the short moment her guard wavered.

Pink lips forced open, a startled moan was drawn out as his tongue delved into the hot confines. Her hands trembled, keeping their grip upon him. He was filling her completely. Fire rolled inside her, burning in her stomach and chest.

The pink muscle roamed over her own, trailing against her gums and behind her teeth to tickle the inside of her cheek. She felt weak, her knees buckling. An arm strongly wrapped around her, as if knowing the effect he was having.

Another firework ignited. He pulled her firmly against him as, slowly, he made his way back and onto a seat. She felt like a sheet of chiffon tied to an iron rod, unable to escape. His arm shifted, tucking beneath her and guiding her on his lap.

The kiss was broken. Aerith was breathless, her face flushed a darling scarlet. Her hands grasped onto his shoulders, once more unable to tear her gaze from him. Black gloved fingers inched up her leg, leaving a trail of shivers behind. He smiled.

"No…" The brunette whimpered softly, but didn't move to stop him. "Stop it…"

======LEMON FROM HERE ON OUT======

She was surprised as he, in fact, stopped. It was short lived. A sharp moan vibrated in the back of her throat, her back arched. Her breast was captured, kneaded with vigor as his attention had diverted from bottom to top. Sephiroth chuckled, "Your body says differently."

Embarrassment swelled. Her blush darkened as the perked bud was found beneath her thin layers of clothes. "N-No…!"

"No?" Thumb and pointer rolled the nipple between them and, in random intervals, pulled lightly. He repeated her statement, his voice heavy with intention. "No….?"

Aerith shivered violently. A wave of pleasure crashed over her and trickled down between her legs. It was starting to be too much to bear, but she secretly hoped he wouldn't stop. Their faces came close once more, her forehead resting upon his as his hand nursed the neglected breast. It felt too good, as if he were reading her mind.

His free hand found its way between them and unlatched the top button of her dress, taking its time. By the time she noticed, her floral printed white bra was being absorbed by his heated gaze. The brunette sat up and attempted to move away, however she was held down with little effort. A thumb rolled over the surface of the white garment as he chuckled, "It suits you."

Biting down on his middle finger, he pulled the glove off and returned his hand to her breast, gaining a better feel of her delicate flesh. It wasn't long before the garment was tugged down. She squeaked as a hot, wet feeling rolled over her rosy bud. Peering down, she felt a rise of excitement as she watched her nipple disappear into his mouth.

A cry of delight was drowned out by a red burst of light.

Suckling upon the tender nub, his bared hand returned to her legs and pushed her dress up upon its ascent. Without warning, he found her heated well and immediately focused his attention there. Panting heavily, her head landed on his shoulder, her legs parting slightly, her entire body acting on its own accord.

His lips attacked her exposed neck, teeth and tongue effortlessly untying the black lace decorating her throat. Another chuckle, breathless with his own arousal, vibrated against her collarbone. "Can you still say "no" convincingly?"

Her panties were soaked. She mewled, her sensitive lips lovingly stroked. "No…" She managed through a moan. "I… I can't…"

"I thought so." Looping his thumb around the crotch, he pulled the wet sheet aside, his fingers immediately finding the perked nub. "I'd like to hear a different tune from you now."

She cried out, her hips jerking. The pleasure was intense and quickly rising the fire in her loins. "Y-yes…" She whined. "Yes…"

"My name." Sephiroth instructed as his middle finger nudged against her opening.

Tears clung to the corners of her eyes. She rocked her hips against his teasing hand, her own desperately clinging onto his jacket, silver locks threaded around fragile fingers. "Sephiroth…" She could feel her pride crumbling from his name upon her lips.

He sounded smug, knowing he had conquered the woman with ease, "That's good." He pushed the finger in with a low groan. "I'm your first, aren't I?" It wasn't hard to tell what he was imagining his long digit as. She nodded as well as she could, her chest heaving. "I'll be gentle."

She took his word seriously and relaxed a little. She nestled into his neck, a sweet moan lured out as his finger started to explore her. Each little spot he found drew a different reaction from her, the most prominent being a loud, delighted squeal. That seemed to be his favorite since he attacked that spot repeatedly.

Her legs rose, parting with little care to her balance. He compensated for that with his free arm wrapped around her waist. Her back now pressed to his front, her misted gaze stared out the window across from them. Fireworks littered the air, nearly drowned out by his breath grazing her ear.

Sephiroth ceased his ministrations, which only caused her to whimper. "No… Don't stop…!"

"Calm down. I'm not done with you yet." He nipped her ear and pulled his hand from her. "On your knees."

In a fog, Aerith slid off his lap and sat on her knees. She watched as he unbuckled his belt, freeing the hardened mass from its confines. Her eyes widened in a sense of awe and curiosity. Wordlessly, he guided her hand to his manhood, instructing her to care for him as he had for her. She obeyed.

At first, her fingers wrapped around the shaft and were unable to fully close around him. Both hands were used. She pumped. Heavy breaths left him, his legs parting slightly. Jade eyes bored down on her, watching her every move with practiced observance. She could feel her right mind slowly returning, no longer pushed aside by intense pleasure. Nervously, she looked up at him with innocence, her lips puckered in a sense of submission. "Like this…?"

A nod. His gloved hand raked through her bangs, pushing them back so he could view her face without obstruction. "Kiss it." He smirked as she stared up at him, confused.

Leaning in, she hesitated before planting a gentle peck to the side. It twitched, surprising her. Large eyes peered back up to the man. She kissed him again. His own optics were heavily lidded, the fireworks reflecting in crystal beryl. He was enjoying her amateurish ministrations.

Kisses turned to licks, her tongue dragged over every inch of his hardened flesh. The grip in her hair tightened. He moved her so her lips made contact with the head. Her hands grasped the fabric of his pants, tightening with each measurement forced into her hot mouth. A low breath huffed from his lips. He stopped her just before he could hit the back of his throat, keeping true to his word of gentility.

Her head bobbed, doing exactly what he silently urged. Tongue pressed to the large vein beneath his length, her gaze remained upon his face. Tears gleamed in the corners of her eyes. He smiled, now sweetly stroking her hair. "That's a good girl." He spoke with a lustful tone. "Just like that."

She suckled, the slurping sounds causing further arousal from the both of them. Her loins were burning, throbbing with want. The same wanton desires were expressed from him. Gripping her ponytail, he pulled her from him, her lips making a slick pop. He wiped a bit of saliva from her gorgeous lips and pulled her back into his arms.

Swiftly, she was on her back, her leg pushed up into her chest. The head of his cock touched her quivering woman. He teased her with a heated gaze. She wriggled her hips, a whimper leaving her. "Do you want it?" He asked.

"Yes…" She answered. "Please… Give it to me…!"

"I won't keep you waiting any longer, then." That was his only warning. He pushed into her, her walls stretched to their limit.

A strained mewl was etched. She grasped onto the seat, her threatening tears spilling down flushed cheeks. Her virginity was taken. Hilting within her, his large form obstructed her completely. He was all she could see. She stared up at him, once more staring into vibrant seas. The pain wasn't much and quickly died away. He must've been waiting for that.

With tender feeling, Aerith wrapped her arms around his neck, holding him close to her. He did the same. One arm around her waist, the other grasping the seat, he moved. At first, he was gentle. His pumps slow, inviting cute, hiccupped sounds from her tantalizing lips.

It wasn't until her first uttered "yes" that he picked up speed. He dove deep into her hot silk, drawing out cries of bliss from his partner. The woman grasped onto him tightly, her body shuddering with delight, breasts bouncing from momentum against his chest.

It lasted forever, yet ended so suddenly. With a final shriek of pleasure, a sharp lightning cracked through her, followed quickly by a stream of lava-hot liquid. She shuddered, her grasp still firmly placed around his strong form. He didn't move away, his forehead connecting with her elegant neck beading with sweat.

They relished in the silence together, enjoying the union Aerith never thought they'd have. She wept. He held her tightly. The fireworks burst in the night air around them.