Title: Scent of a Woman

Fandom: FFVII

Author: Lynsey

Websites and Mailing List: See links under user information

Beta: None

Chapter: 1/1 Ficlet

Word Count: 4072

Pairings: Sephiroth/Zack/Cloud

Rating: NC-17

Warnings: Very AU, language, yaoi

Disclaimer: I do not own FFVII or its characters. I do not make any money from this fiction.

Summary: Chill. It's just us.

A/N: Written from prompt: Sephiroth/Zack/Cloud: Zack has more feminine parts than he thought - "I am NOT a girl. ...I just bleed like one." Don't know where I found it. If it's yours, surprise!

Zack had thought he hid it rather well. The…new experiment Hojo had concocted ended up being something he wished he'd never said yes to. What had he been thinking, really? If there was one thing he had learned as a SOLDIER, it was that you never said yes to Hojo when he asked you to participate in a "new study." Especially when you didn't know the details of said new study.

He had thought it would be easy, really. No one needed to know. No one would ever see. He opted out of the study after the first treatment, causing Hojo to scream bloody murder about wasted time and supplies.

Zack hadn't counted on Sephiroth. Or Cloud.

"You smell," Sephiroth said succinctly. The patrician nose wrinkled a little in consternation.

Zack froze, clean shirt in hand in front of his locker. "Um…I did just get done with training."

"It's different than that."

Cloud came up on his other side, sitting down on the bench to unlace muddy boots. He sniffed the air around Zack, trying to find the smell Sephiroth had detected. Cloud's Third Class uniform was muddied and stained from their training session, and he stripped it off while pondering.

"You smell like a woman."

Zack almost choked on his own saliva. "Excuse me?"

"Like the secretaries," Cloud said.

Sephiroth raised an eyebrow. "Has someone been skinny dipping in the secretarial pool?"

"NO!" Zack denied vehemently.

"So then it's someone else," Cloud said, pulling a towel out of his locker to wrap around his waist. "Well, who is it?" he smirked. "Is there a lucky lady we don't know about?"

Sephiroth smirked as well, stripping so he could shower. "I thought we would have heard about a love interest by now. Especially if you know her well enough to smell like…"

"Pussy," said Cloud dryly.

"I…there…I…" Zack blushed, not knowing how to get out of the situation intact.

"Geez, Zack. We're just giving you a hard time. If you're not ready to talk about her, you don't have to," Cloud grinned and patted Zack on the shoulder.

Sephiroth grabbed a small bag out of his locker and headed toward the showers. "I'll wash your back if you wash mine," he gave Cloud a look that told Zack they wouldn't be washing anything for awhile once they were secluded in the private showers allotted to the higher ranks.

"Sure, but only if you do that thing with your tongue." Cloud grabbed his own bag of toiletries and waved at Zack. "See ya later. Tell your girl 'hi' for me."

Sephiroth winked and put a hand on Cloud's lower back as they walked away. Zack stood staring at the shirt in his hands for awhile, shaken that his secret may not be so secret if he didn't play his cards right. Maybe it was time to get a girlfriend.

"Her name is Aeris," Zack said the next time he sat down with Sephiroth and Cloud. Crowded around Zack's small kitchen table piled with junk food, beer, and poker chips, talk had eventually got around to the identity of Zack's mystery girl.

"That's a pretty name," Cloud said, taking a swig of beer.

Sephiroth raised an eyebrow. "You say the strangest things when you're drunk."

"I'm not drunk," he protested. "Yet."

Zack threw a few chips in the pile and sighed, leaning back in his seat. "She's a real sweetheart. Sells flowers down in Sector 7."

"Little flower girl, eh?" Cloud threw his cards into the pile. "I fold. I freaking suck at this game."

Sephiroth smiled and added chips to the pile. "I disagree. You didn't do half bad the last time we played."

"That's because it was strip poker, and you molested me before we could finish the game."

Zack chuckled, tossing more chips in.

Sephiroth regarded the new bid seriously for a few moments, and put more money in.

"Ha ha, sucker. Read em and weep," Zack threw his full house down onto the table and leaned back.

Sephiroth nodded in acknowledgement of his defeat and threw down his two pair. "I'm no better than you are tonight, Cloud. Zack's cleaning us both out."

"As long as he's buying the beer." Cloud knocked back the rest of his bottle and looked inside of it, as if expecting to see more magically appear. "Awww. Sad. Empty."

Zack laughed. "You want another?"

"Yes, please," Cloud said with an enthusiastic head nod that almost tipped him out of the chair. Sephiroth caught him and straightened him out.

"You. Are. Drunk," Sephiroth said, laughing.

"Nu-uh," Cloud disputed. "I can still talk. Not nearly drunk enough yet."

Zack chuckled and gathered up his and Cloud's empty bottles. "You want another, Seph?" he said as he moved into the kitchen.

"No thank you. I haven't finished this one."

The brunette brought two uncapped bottles back to the table. He leaned over Cloud to set one in front of him and was startled when Cloud reached up and pulled him down by the collar of his shirt. The blond buried his face in Zack's neck, breathing in deeply. Zack's eyes went wide and questioning at Sephiroth, who only looked interested in what his little Cloud was up to.

"You smell like her. You smell like woman," Cloud said breathily. "I don' know how you could smell like her. We've been with you all day."

"Um…I…well…" Cloud started kissing his neck, and Zack pulled back sharply enough to almost cause Cloud to fall backward. "What the hell, Cloud?"

"He gets friendly when he's buzzed," Sephiroth laughed, patting Cloud's hand at the pout the blond had on his face.

"Keep your boyfriend on a leash, huh?" Zack said, plopping back down onto his chair.

Sephiroth smirked. "He's right, though. You do smell like her."

"Uhh…she wears strong perfume?"

"It's not that," Cloud said, leaning over onto the table and displacing several bags of chips and pretzels in his wake. "You smell like pussy again."

"Do not!"

"You do," murmured Sephiroth. "It's very strong."

"I kind of like it," said Cloud dreamily. "It's dirty and naughty." The blond stood up and stumbled a little, giggling at his own lack of coordination. Sephiroth smiled fondly as his lover made it over to Zack and plopped down into his lap. Cloud giggled. "You're cute."

Zack looked stricken, sitting stiffly in his chair and arms to the side lest he touch something he shouldn't. "Seph, kindly remove your boyfriend from my person."

"But he's so cute when he's flirting."

Cloud threw his arms around Zack's neck and kissed him. Zack's muffled protest turned swiftly into a moan of approval when he discovered Cloud was many times better at kissing than he was at cards. The blond's mouth was hot, wet, and delightfully submissive while still taking control over every movement of their lips and tongues. 'Hmmming' thoughtfully, Zack shifted the little soldier in his lap so the blond was straddling him. Cloud squeaked his admiration, pushing his hands up under Zack's shirt to rub at his sides.

When Cloud moved from his mouth to his neck, Zack opened his eyes and was startled out of his lust induced haze by the sight of Sephiroth's eyes glowing bright with interest.

"Wait, Cloud…stop…" Zack pulled Cloud away from his neck and wanted to sigh in disappointment. The blond was definitely good with his mouth. "This is kind of, like, cheating, or something."

Cloud snorted. "Prude," he said, pointing to Zack, "meet Exhibitionist," he pointed to himself, "and Voyeur," he pointed to Sephiroth.

Zack's jaw dropped in disbelief. "But…I…um…"

"Forget your girlfriend," Cloud encouraged. "She can't give you what we can…" he trailed off and started kissing Zack's neck again.

The brunet sighed and tilted his head back to allow greater access. Damn, that boy could find all the right spots. The little hollow underneath the edge of his jaw, the soft skin behind his ear, and the shallow dip where muscles met clavicle were all mercilessly plundered with a soft, slick tongue and clever lips.

Zack hardly felt when his shirt was lifted up and off. He could only moan in encouragement when Cloud moved from neck to chest.

He hadn't counted on his nipples being so fucking sensitive.

Zack bucked and cursed as Cloud flicked his tongue over one pebbled nipple. The blond smiled at the reaction and did it again. Zack shuddered. He ached in ways he never imagined. The dark bud almost hurt it needed touched so badly. He wove his hands in Cloud's messy, soft hair and basically mashed his face into his chest.

Cloud chuckled and took the hint. He lolled the nipple in his mouth, licking and sucking and switching between both buds until Zack pulled his head off. The brunet froze, eyes wide and panting heavily. The blond smiled and tried to shake Zack's hand out of his hair, but the bigger man just tightened his grip.

"Don't move," Zack pleaded as he trembled.

Wrinkling his eyebrows in question, Cloud asked, "Whyyyyy?"

"If you move, I'm gonna cum."

Surprised, but supremely pleased, Cloud smiled mischievously. "You mean, like this?" He ground down hard on the lap his still straddled.

Zack moaned, almost yelled, harshly with his mouth open wide. He thrust his hips up sharply and shuddered, twitching as the ache within him broke into warm, throbbing pleasure.

Sephiroth's eyebrows shot skyward. "Did you just-"

"Shut up," Zack panted, leaning his forehead against Cloud's shoulder.

Cloud laughed triumphantly. "That was awesome….let's do it again."

Zack didn't remember much after that. He only really came to when his pants were pulled down to his ankles and he was pushed back onto his bed. It was Sephiroth that fell on top of him, plundering his mouth with one hand tangled in Zack's black locks and the other on his hip.

The younger SOLDIER pulled back a little and breathily plead, "Wait, hold on. We-"

That was when Cloud took hold of his erection and pulled firmly. Zack's mouth dropped open in a full throated moan. Sephiroth kissed him again.

Cloud mouthed and nipped Zack's ear, whispering, "You're awfully dry for having cum earlier. I could have sworn you blew a huge load from the look on your face."

Zack didn't have a chance to react before Sephiroth's fingers delved between his legs to search for his tight, puckered entrance to stimulate it. However, the large warrior stilled and pulled back with a completely baffled expression on his face. He brought his fingers up and studied the slick, glistening liquid covering them.

"Fuck," Zack swore with feeling. He pulled away from both Cloud and Sephiroth to sit as far away from them as he could.

"Zack?" Cloud asked, looking with interest at Sephiroth's fingers. The little blond grabbed his lover's wrist and brought the fingers to his nose. He inhaled deeply and closed his eyes. His breath was released in a groan of arousal, and his little, pink tongue came out to lap at the slickness.

Sephiroth's eyes darkened to the point of being nearly black. "This is why you always smell like cunt. You have one."

"I'm not a girl!" Zack protested vehemently. "I just…bleed like one. Sometimes." He shook his head in disbelief and fisted one hand in his hair. "Fucking Hojo," he muttered angrily. This could have been the hottest threesome of his life, and it was going to be ruined now that they new he had extra parts.

Cloud finished cleaning Sephiroth's fingers and opened his eyes to gaze at Zack with blatant lust. "Does this mean I get to be on top?"

Zack's jaw dropped. "I'm…I'm sorry?"

"You have a vagina. That makes you the girl. I want on top."

Zack sputtered with indignation for a moment. "I'm not a girl!"

"Close enough!" Cloud crowed with glee, lunging for the other man.

Zack squirmed out of Cloud's hold and ran the few steps across the room to plaster himself against the wall. "Oh no no nononono. I don't even fucking think so!"

A pout that could melt hearts of stone. "But…butbutbut don't you love me?" Wibble.

"Aw, Spike," Zack sighed. "Please don't give me that face."

"I could give you that face," Sephiroth smirked, and then he pulled his expression into one of the most ridiculous pouts Zack had ever seen.

"I can't believe your phony bullshit," Zack mumbled.

"How about this," Sephiroth said as he slid off the bed and approached the other man. The General could move like a stripper, and the way his unbuttoned and unzipped pants clung tenaciously to his lean and very mobile hips made Zack swallow hard. The bigger man came close, so close that the brunet could feel the heat the warrior put off. "If you let Cloud fuck you," he trailed one hand from Zack's naked hip and slowly up and over his torso. "I'll let you fuck me."

That phrase was made of erections.

"Are…are you fucking serious?" Zack whispered urgently. He didn't even think that was possible. Sephiroth on the bottom?

"Serious as one of Angeal's lectures." Sephiroth slowly started to back away, and Zack couldn't help but follow like a moth about to commit suicide in a flame. And love every fucking minute of it.

The silver haired man fell backward on the bed in a smooth, sultry movement. The black satin sheets made Sephiroth look almost ethereal, and then Cloud snuggled up to Sephiroth's side…dear Gaia and every deity ever worshipped he was so fucking lucky. All precious metals and gems…platinum and gold, sapphire and emerald. The greatest treasures of the Planet were laid out right here and-

He was going to be fucked by Cloud.

Fuck.

"I don't know that I can do this," Zack said, feeling more serious than he'd ever felt in his life.

"I'll wear a condom," Cloud promised sweetly.

…and I get to fuck Sephiroth, Zack's brain told him on endless repeat.

"If…if I tell you to stop…" the brunet SOLDIER said with a heavy waver to his voice.

"We'll stop. I promise," the blond replied.

Zack gulped and licked his lips nervously before stepping closer to the bed and kneeling up on it. Sephiroth's legs parted to let Zack settle between them. The young SOLDIER scooted forward until his knees met the back of Sephiroth's thighs, and then he knelt and stared stupidly until Cloud laughed.

"It's not funny," Zack growled.

"Come on, Zack," Cloud tittered. "Haven't you ever nailed a fine piece of ass before?"

One of Sephiroth's elegant eyebrows rose, and his elbow poked into Cloud's side. "Don't objectify me."

"But I do it so well," the little blond retorted with a look of pure innocence.

"Both of you stop…just stop," Zack said. He breathed in heavily through his nose a few times to calm himself.

"You do know what you're doing, right?" Cloud asked.

"…in theory," the larger man replied in a low, embarrassed voice.

Sephiroth's jaw dropped and Cloud squealed loudly. "No way," the blond screamed hysterically.

Zack huffed and spanked Cloud's ass…or what he could reach with the blond on his side and cuddled up to Sephiroth as he was. "I've done it with women, you ass. Just not with a guy."

"Some bisexual you are. Why the hell did you join the army if it wasn't to get some hot, military ass?"

"You know why I came here and what I-"

Cloud sat up and grabbed Zack's wildly flailing arms. "I know, calm down. You're so freaking touchy right now."

"I'm gonna have sex with my best friends and my vagina and how could I not be touchy?" His voice raised into a squeaky, pre-adolescent sounding grind.

"Calm down," Cloud soothed. The little blond's eyes were hooded, probably from still being drunk and a heavy dose of arousal. "You're making this worse than it needs to be. Chill. Like you said, we're your friends. Chill. It's just us."

And just like that, most of Zack's anxiety melted away. Cloud was right. It was just them.

And Cloud was so wearing a condom.

He'd never fingered a guy before, but he had the feeling he was doing it right. Especially if the tensing and shivering of the other man meant anything. Sephiroth moaned and sighed as Zack's fingers brushed just right against the party spot.

"I never in a million years would have thought…" Zack breathed as he stroked again.

Sephiroth's hips surged upward to gain the right angle, and he shuddered again at the long, full push against his prostate.

"What?" the silver haired man breathed through his pleasure. "That I like to play the bottom sometimes?"

"Ya…" the brunet said with rapt intent.

The long, pale body stretched and reached into the next surge of fingers. "Pleasure is pleasure. Just don't think this means that you're the top."

Cloud kissed and licked at one of Sephiroth's nipples. "Seph is amazing at topping from the bottom," the blond said almost proudly. "It's fucking hot."

"You guys switch?" Zack asked incredulously.

Sephiroth grunted in disappointment as the fingers stopped moving. "You think we're stuck in a rut or something?"

"Just…I didn't realize it could go both ways."

Cloud rolled his eyes and kissed up the strong, muscled chest. "So vanilla," he muttered and nipped a chiseled collarbone.

Sephiroth pushed his hips up in a blatant hint.

Zack shook his head a little and went back to work. The faster this went the faster he could stick his dick in that hot, tight-

The General was apparently tired of waiting because the thing Zack knew, he was laying on top of the hard body. Sephiroth's legs came up around his sides, and then he was right there. A long, forceful slide and he was inside the insanely strong, tight sheath of the Sephiroth. "Freaking hell, is there no part of you that's not insanely strong?" Zack hissed through his pleasure.

Sephiroth chuckled and tried to relax a little bit, but the desire he felt made it hard.

Zack thrust slowly, then more forcefully as he got the rhythm of fucking a man versus fucking a woman. It was quite a different feeling, Zack decided. With women, he had to hold back his strength. He had to go slow, keep it sweet. But now, Sephiroth wouldn't allow for any of that bullshit. The athletic body of the General bucked and twisted and demanded underneath him. Strong, slender hips slammed up into his without regard for strength or finesse. General Sephiroth was not a frail flower, and demanded that he not be treated like one.

The brunet was more than happy to comply. He gave it all he had, thrusting and pushing like he thought Sephiroth wanted it. And just when he felt like he couldn't take anymore, and the pleasure was too much and he was going to cum-

He felt a small, hot body plaster against his back. Zack froze and panted, imminent orgasm completely forgotten.

"Shh," Cloud gentled, and Zack could feel the oddly long, slender member of the smaller man rub against his lower back. Already, it was covered in the slick rubber and obviously ready to go.

Underneath them, Sephiroth demanded movement and flung his hips up. Zack groaned heavily and started thrusting again, but it was much slower and more controlled than before. Sephiroth seemed pleased regardless. A deep purr came from the warrior's mouth and he settled into the newer, slower tempo while Zack was distracted with the adamant little blond behind him.

Cloud reached between Zack's legs, which were spread for balance and leverage in order to continue plundering Sephiroth's body. His fingers sought and found the entrance he was looking for. It was wet, practically dripping with moisture and Cloud moaned to feel it. The blond's slender hand pushed at Zack's back until the bigger man was bent at an angle that could accommodate Cloud's position. Sephiroth's arms came up and encircled Zack's form now that it was closer. Still, they kept moving together in longer, smoother rolls. The silver haired man had to adjust his hips to keep the angle that felt the best, but was happy to do so. The sight he got of Cloud's pretty form rearing up over Zack, getting ready to mount him was worth every sacrifice. He truly was a voyeur at heart, and his favorite thing in the world was watching his little blond's pleasure, even at the expense of his own.

To watch him like this was going to be fucking amazing.

Zack's whole body shook and jerked as Cloud lined up ad shuddered to a stop completely when he felt the tip of the blond's cock press against him.

Sephiroth leaned up a bit to whisper into Zack's ear. "Breath."

Zack took a big, deep breath and suddenly Cloud was pushing inside. The brunet made a sound that could have been anything from shock to pleasure to pain, and Cloud paused with just the head of his penis inside. His small, calloused hands ran soothingly over Zack's back and he made calming noises low in his throat.

Sephiroth decided he was tired of waiting.

The silver haired man started undulating against Zack, pushing and pulling in such a way that he made the brunet moan deep inside his chest. Zack started moving again, slowly in a rolling motion between his two friends. Cloud moved with him in such a way that he didn't sink in any farther. He let Zack accustom himself to the feeling for a little while before ever so slowly going deeper and deeper with every thrust. When he was fully seated, he started drawing out to the tip before sinking back inside to the hilt.

Zack couldn't take it. He started moving faster, working his body hard into a clenching, gut wrenching orgasm. It started deep inside with a tight, almost-ache that released into clenching waves everywhere. He felt his balls tighten, his insides clench, and then he was shooting deep into Sephiroth's body.

Sephiroth felt it, the hot, searing heat of another mako-powered body cumming inside of him. He angled himself and wrung every last spurt from Zack's overwhelmed body. The silver haired man watched intently, passionately as the brunet found his peak.

Cloud's face as Zack tightened around him was priceless. That cute little nose scrunched up in concentration and his brow furrowed. Cloud's plump lips parted on a shocked exclamation of pleasure that tapered into a long, wavering moan as Zack's body relaxed from his climax.

The brunet panted, absolutely and completely spent from such a full-bodied climax. He felt like his entire being was still throbbing from the intensity, like he wasn't even a person, just a creature of pleasure and satiation. He felt strong, wiry arms lift him up and set him down on the bed, and he came out of his daze just in time to see Cloud fall on top of Sephiroth.

They were like mad things. Cloud peeled off the condom, and Zack was mildly surprised to see that Cloud hadn't cum yet. Neither had Sephiroth if the man's desperation were anything to go by. Zack watched in amazement as the two men bit and tore at each other. They didn't hold anything back or show each other the reverence they'd offered him. Hand gripped and bruised, Sephiroth's long legs parted and Cloud roughly pushed inside the cum-slick hole. Sephiroth reared up and bit harshly at the blond's neck, sure to leave a mark for a few hours before the mako took care of it. It was almost violent and careless, and nothing like Zack had pictured when he thought of the two together.

And then suddenly it was over with two harpy-like wails of orgasm and shivering bodies. They must have been terribly worked up, Zack thought, to have gone over the edge as quickly as they did. He felt a little stab of pride at the thought that it had been him that had riled them up so much.

Somehow, Cloud ended up between Zack and Sephiroth while the three of them came back to coherence. It was quiet in the room with the exception of their breathing. It was warm and sticky, and they really needed a shower, Zack decided with a grimace. But it could wait.

He might want to do it again, and it was bad to waste water, after all.

END