Disclaimer: I don't own FFVII, or Zack, or Sephiroth, or anything. I'm just borrowing the ideas from Square. Oh, and Alice in Wonderland isn't mine either.

Summary: Pre-Meteor. What if the friendship between Sephiroth and Zack was not what it seemed? What does a man do when his personal life threatens to interfere with his job?

A Word From the Author: Heh, only started typing on Monday, I'll try to finish within the week. The reason for the tardiness was that I had to attend a workshop that stretched for twelve hours, so I had no time to write, especially with my parents hovering around. Anyway,

Thanks to all reviewers:

Ardwynna Morrigu: You know, I was looking through Paint The Town again after seeing your review, and I realized that was where I'd gotten the name Donovan. When I was writing this, it just kind of popped up in my subconscious, and it sounded right, so I used it. Is that considered plagiarizing, I wonder?

As for Seph, yeah, he'll be a real introvert in my story, and I think I'll have loads of fun having Zack force him open. It's going to be more serious story than I had initially envisioned through.

Freddie2789: If only we writers could write on command, I'd post my chapters up a lot more quickly…sigh.

Erufue: I hope that this chapter will be worth every bit of your anticipation.

lilalou: Poor Zack indeed :D He's going to have to suffer much, especially in this chapter. (maniacal author laughter)

Crystal Cat-Chan: I'm rather nervous about having to write this chapter though, which was why last chapter I ended where I did. I was just trying to get the feel of the story before I attempted a difficult one like this.

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FINAL FANTASY VII:

YOU DON'T HAVE TO WALK ALONE

CHAPTER THREE:

LET ME WALK WITH YOU

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It was still dark save for a strip of pink and gold that outlined the horizon when Zack left his quarters, the Buster Sword slung over one shoulder with unconscious ease, clad in the uniform he'd found outside his door in a box, along with the armor he usually donned whenever on duty. Zack always liked this time of day, when he could practice without the incessant din of the city and the barked commands of the commanders in the compound tugging at his eardrums. Now, it was peacefully quiet, and Zack relished it.

The dark-haired SOLDIER padded along the hallway, his heavy boots muffled by the carpeting. The opposite wall was lined with tinted glass that nevertheless offered a view of Midgar bathed in the rays of the awakening sun. With the usually lifeless gray metal streaked with deep red, Midgar might have looked visually appealing. Until the sun fully rose, and illuminated the stark, cold gray of the city that reflected the hearts of its people, and the baked wasteland around it where nothing would grow, or every would.

Zack turned away and made his way down to the training ground, deserted save for a few civilian personnel clearing the grounds, and a few guardsmen patrolling around. They saluted to him when they spotted his uniform, and he nodded back. He found a corner to himself, and began with a few easy maneuvers to warm up. The crisp morning air invigorated him and he soon found himself going through several complicated moves and slashes. He swung hard at an imaginary foe, blocked, and lashed out, and when in his mind's eye he saw his enemy fall, he finished off with his usual flourish.

The sun was, by now, hanging a distance from the horizon and cadets had began to straggle from the warmth of their bunks to start the day's training, egged on by the shouts of the instructors. At this time of day Zack would usually be accompanying Cothron and his group on his morning run, but then, he wasn't part of second class any longer. To his relief, he spotted Akira among the small cluster of SOLDIERs emerging from the hostel, and raced over.

"Man, you're one early riser," the Wutaian said upon seeing Zack. "I wanted to tell you this morning, but your room was already empty."

"Sorry, my habit," Zack replied. "Midgar doesn't stink as bad in the dawn."

Akira smirked. "True. Anyway, us first class SOLDIERs don't train with the riff-raff. There's a rather nice gym and training room in the ShinRa building specially for our use."

Zack raised an eyebrow. Apparently the gulf between first class and second was larger than he had initially thought. Though Akira seemed nice, there was an almost subconscious arrogance in his voice whenever he brought up his rank. From his early days at the academy, Zack had also noticed that the first-class SOLDIERs tended to stick together, shunning the lower-ranking personnel. A caste system existed in the ShinRa army, no matter what Shinra preached about equality and sharing in his speeches, and Zack did not think he liked it. Nevertheless, he remained silent on the topic. No use alienating the one friend he had made so far with a lecture.

The SOLDIERs swarmed into Headquarters, to be greeted by shy waves and flirtatious smiles from the secretaries on their way to work. Zack couldn't help but brighten considerably. Most of his group managed to acquire a female companion on their way to the elevator. A slim brunette hung off Akira's arm, listening to his every word with adoring eyes. "Your girl?" Zack teased as they got off at the 59th floor.

The Wutaian smacked him on the back of his head but admitted that she was. "We've been going steady for a year now," he revealed. "We'll be getting married next year." He gave Zack a boyish grin. "What about you? This is a great place to pick up a girl."

"Nuh-uh. There's somebody else already," Zack said, shaking his head. He'd chatted up a redhead, and had even responded to her coy smiles and sideways glances, but had resisted all attempts to fix up a date with her. Ever since he'd been lucky enough to find Aeris, there would be no other in his life as long as she was around.

For the first time, Zack got a good luck at his surroundings. The gym was large, and equipped with all the latest stuff on the market. The walls were painted a light cream, and the whole place had an air of cheery welcome. The wooden floor was stained reddish-brown and provided a good grip. Several vending machines filled with branded sports drinks lined the walls. The room was breezy without being cold. Upon seeing Zack's spaced out look, Akira chuckled. "We're first class, man. Shinra's finest." The man lowered his voice ominously. "Second only to the General, of course."

"Training room is next door," Akira went on, jabbing a finger at a pair of sliding glass doors at the far end. "We either work out or spar among ourselves, and if the General comes, which isn't too often, we'll split into squads of three or four, pre-arranged according to skill. I'm the leader of mine. He just stalks around and evaluates us, thrashes the occasional smart aleck, and then leaves. I heard that he has got his own personal training room somewhere around." He gave Zack a sympathetic look. "He also usually comes when there's a newbie for him to examine."

"My luck," Zack grimaced.

"Let's get started, then," Akira said, walking over to a treadmill. As he jogged a little on the spot, he eyed Zack critically. "Looks like you already got some in, though." His attention wandered away from Zack as he got onto the machine and started pumping away.

Zack continued where he had left off that morning, pushing the Buster Sword forward in a series of thrusts. It was a huge, unwieldy weapon, but Zack had been training since he was a youth with it and knew it like he would his own arm. The Mako in his veins gave him the additional strength he needed to lift it as though it weighed nothing more than a rifle. After a while, he got the feeling that someone was watching him, and turning, mentally groaned as he gazed into the glowing brown eyes of a certain rat-faced idiot known as Kent Gregory, flanked with his ever-present friends and looking steaming mad.

As soon as Gregory realized that he had Zack's attention, he strutted over, a smirk pasted over his face. Okay, so he wasn't that ugly. Zack was the first to admit that he was biased. There were a lot of things about the bugger that set him off. Like the fact that his family was filthy rich and he didn't hesitate to flaunt his wealth. Like the fact that Zack could have wiped the floor with him in a one-to-one battle despite his boasting. Like an occasion when Zack caught the bastard trying to kiss Aeris. Zack had gotten into a lot of trouble over that beating, but it had been worth it when Gregory had left the flower girl alone thereafter.

"I'd like to know, Donovan," Gregory said in his soft, sneering voice, "how much you'd had to sell to buy your way in here." One of his cronies sniggered, and Zack's knuckles on the Buster Sword turned white. "Well," he snapped, temple flaring, "did it ever occur to you that perhaps I got this far out of pure skill? Says a lot about yourself, doesn't it? Not everyone's as morally bankrupt as you, Gregory."

The other man sneered, unsheathing his weapon, a long sword that was nowhere near half the width of Zack's Buster Sword. "Let's see, shall we?" His friends, three in number, lounged at the sides, their hands at their respective weapons, with a dangerous glint in their eyes that Zack distrusted. A surge of adrenaline ran through his veins as he turned to give Gregory the thrashing he so deserved.

"I've tried to tell you time and time again," Zack drawled, dodging Gregory's first move, a surprisingly powerful though slightly miscalculated stroke. "that you're a bastard. But you don't seem to get it." As Gregory recovered, Zack rammed the hilt of the Buster Sword into his midsection, knocking the breath out of him. There was a tremendous WHOOSH and Gregory nearly doubled over. However, the SOLDIER managed to avoid Zack's next assault by dropping and rolling across the floor. He was up in a flash, the nausea on his face gradually dissipating as his healing powers took over.

"Hey," someone called from the door of the training room a little nervously, "I think you should, uh—"

"Shut the hell up and go rot," Gregory hissed out, looking at Zack with decidedly malicious intent. There was a brief commotion at the door, but Zack's attention was quickly drawn away as he charged at Zack, his sword slashing at the other man's chest. Zack slammed the Buster Sword against Gregory's blade, the sheer force of the swing knocking Gregory back a few steps. "People like you shouldn't play with sharp objects," the dark-haired SOLDIER pointedly informed his opponent. Beads of sweat dotted Gregory's face as he grunted with exertion, practically bent backward as Zack pressed harder and harder. With a sudden move, Zack kicked Gregory's feet out from under him. Already overbalanced, the man fell heavily onto his back and Zack held the Buster Sword to his throat, "Yield?" he asked almost sweetly.

Zack saw Gregory's eyes flip to the side, and his friends, catching the signal, rushed towards Zack, smirking. Zack shook his head in mock sorrow. "You truly are pathetic, Greg. You can't even fight without your bodyguards to back you up," he yelled, swinging the Buster Sword in a wide arc, and so dangerous was the glint in his eye that one of his attackers couldn't help but falter a little. Taking advantage of that moment of weakness, Zack drove him back with a succession of stabs that reduced the material of his uniform to ribbons, careful not to touch the skin, and thus breaking out of the deadly circle. A rush of wind from behind alerted Zack to an enemy presence, and he spun around and stepped back simultaneously to intercept Gregory's long sword.

"I'll make you pay," Gregory bit out, his eyes boring into Zack. "Scum like you don't deserve to be in here. You aren't even from Midgar, you're just a bloody commoner, you're just as bad as those slum folk—"

Zack saw red. His boot lashed out before he even thought about it, and then Gregory was on the floor whimpering, his hands covering an important portion of his anatomy, so to speak, Zack's boot being steel-shod and extremely tough. Then something hard hit Zack on the back of his head, and he cursed himself for being too distracted with his anger. Ready to defend himself, he was just able to halt the next blow, meant for his midsection, but then another landed on his already aching head. Almost unable to see through the blinding pain, he staggered.

"ENOUGH," a deep, angry voice said. It was an extremely familiar voice, one that made Zack fall over completely onto his hands and knees and Gregory and his minions go pale as corpses.

"S-sir," Gregory stammered, turning to face the tall, menacing form of the General and saluting with a shaking hand. Arms folded, eyes narrowed, his whole pose screaming, 'DANGER.' He looked mad, alright, and inwardly Zack gloated, despite the pain in his head. Ha! Not even the Worm couldn't wriggle his way out of this one this time.

That didn't stop him from trying, though. "It's isn't what it looks like, sir…"

"Oh?" Languid now, lips curved in a dangerous smile. "It looked a lot like four soldiers beating one man up…and that one man putting up quite a bit of a fight." Zack suddenly felt the pressure of the General's eyes on him and painstakingly moved his head upwards, trying not to set off any more mines in his head than necessary. The General's green eyes were fixed on him. He looked mad, or as mad as he ever did anyway, paler than usual and his eyes slits, but the anger was directed at someone else.

"We were just sparring, sir…" one of Gregory's goons began to babble incoherently. The General cut him off with a wave of his hand. "I think I've heard quite enough from the four of you." There was a hint of a threat in his voice, and the four offenders gulped with apprehension. Apparently done with them for the time being, Sephiroth regarded Zack, and gazing at the looming, intimidating figure in front of him, Zack once again despaired. How am I ever going to reach through to him? He's all ice and snow!

"Are you injured?" Sephiroth asked Zack, a question that the SOLDIER would have found concerned from anyone else save the General. The man's voice was blandly dispassionate, and he was giving Zack a once-over that made him feel as though he was nothing more than a piece of inanimate equipment under scrutiny. Is he fit for combat? Yes. Good. Can he be used? Will he slow me down? Will he be a liability? Definitely far from warm and fuzzy, his General was.

"No," Zack said, after giving himself a careful check. "I'll live."

The General nodded once. "The rest of you, there's nothing more to see here," he barked, and curious onlookers on the fringes of the scene hurriedly moved away, sensing that their General was in a dangerous mood. "You four—I'll expect a report on what happened, and I think a substantial pay dock will suffice as punishment for now." Relieved to be getting as far away from Sephiroth as possible, Gregory and his friends saluted hastily and nearly fell over each other trying to escape. When Zack and Sephiroth were left alone, the former eyeing the latter with trepidation, the General unsheathed the Masamune and gazed at Zack expectantly. When Zack failed to comply, the General glared and—was that an eye roll? The SOLDIER blinked.

"I don't have all day, soldier," he said impatiently, the Masamune held before him defensively. Realization sank into Zack's mind, and he stared at Sephiroth incredulously as he struggled to his feet. The ache in his head was still pounding ferociously and was slow to subside, much to his dismay.

"I don't think," he said slowly, "that I am in any condition to fight right now, sir."

"You're fine, aren't you?" the General said flatly, a bite of irritation in his tone. Zack bristled. "Not everyone's a super soldier like you are, sir. We're all human."

The General rocked back on his heels, and the look he gave Zack was an indecipherable one. The SOLDIER started as, for a moment, he registered surprise on Sephiroth's face. Clearly, the great General wasn't used to backtalk. Zack didn't care. He was in a position he didn't want, he was hurting, and too pissed off to be scared by his General.

"Nevertheless," Sephiroth said coolly, "this is an order from your General, soldier."

Zack sighed and picked up the Buster Sword. The few materia in its slots glittered in the fluorescent lights as he hefted the sword, all of them far from Mastered and none of them with restorative properties, since those kind were much rarer and more expensive than their offensive cousins. Which meant he couldn't cure himself.

The two men circled each other. While Sephiroth appeared relaxed, almost bored, Zack was taking the opportunity to examine the man he was supposed to befriend. He had never been in such close proximity with his General before; mostly, the closest he had come was seeing a huge photo of the man splashed over the recruitment posters and sometimes besides the President.

When he thought he saw an opening, Zack dove in and slashed low at the General's booted feet, but Sephiroth was gone when he did get there, dancing nimbly away. After that, Zack retreated into a mostly defensive position, and the two men spent the next five minutes or so testing each other. Zack was astonished by his General's strength. The deceptively thin blade of the Masamune was there always to hold Zack's bulkier weapon at bay, and didn't so much as quiver no matter how much Zack pounded. Zack had always relied on the sheer size of his weapon and his own strength to turn the tables in his favor, but all that was proving useless in this battle. Zack had yet to see any of the legendary moves the General was renown for, yet, bit by bit, he was already wearing down Zack's defenses simply by playing the waiting game, despite his earlier claim that he didn't have much time. Zack decided that he had to end this quickly before he got too tired to so much as stand.

"You rely too much on brute force," Sephiroth lectured as calmly as though he was watering petunias rather than standing in the middle of a sparring match. "Ever heard of speed and finesse, Donovan?" For a brief second, a smirk graced his pale lips as Zack simmered. Sephiroth gad barely moved more than a few steps throughout the entire fight, while Zack had been circling around searching for an opportunity to strike—and getting thwarted at every turn. Frustrated, he feinted to the left, and then cut high, to rest his blade across Sephiroth's throat. The General threw him back with his ridiculously long sword. Then, he moved so fast that Zack was only aware of his displacement when the edge of the Masamune kissed Zack's throat, Sephiroth's face only inches away, definitely smirking now.

"Too easy," he said, and let the Masamune drop away. His lip curled. "Clearly, after all these years, the quality of the soldiers ShinRa is sending me hasn't improved."

Zack struggled to hold back the words threatening to burst out of him. He was well aware that his bluntness was part of the reason he had been held back in second class while others went on to first; his refusal to close his eyes to the truth as so many had done. But his temper got the better of him. "You don't respect people enough," Zack said.

Sephiroth blinked, and gave him a look that Zack was pretty much used to by now, which screamed, "Are you crazy?" Zack continued, "I'm sure there's a lot of room for improvement, but I'm practiced hard, sir, and I won't stand for anybody suggesting otherwise."

"Maybe, if you stopped looking down on people, we'll respect ourselves enough to do better."

There was a long silence, during which Zack braced himself for the stab in his heart he was certain would come. The General would get away with it, while Zack would become just another failure in Shinra's book, one of the poor sods who'd failed in his assignment. Instead, he heard the sound of boots walking away. He looked up to be confronted with Sephiroth's retreating back. Surprised, he watched as the General opened the door. But he didn't step out. He partially shut it, and said, still facing the opposite direction, "Perhaps that is because…I haven't met anyone worthy of my respect yet…until now." The General turned, dipped his head in a slow nod, and left, leaving Zack wondering what the hell had just happened.

Whatever it was, his future was looking decidedly brighter now.

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Author's Ending Note: Whoa, I really spent a loooooonnnnnnnnnngggg time searching for the right words for Zack and Sephiroth to say in the end, and even so, I suspect that they're both a little OOC. Zack is already established to be more serious than my other fics have made him out to be, but have I made Seph too soft…? Argh…Please feedback and reassure me, or condemn me. I really need to know so I can start on the next chapter without worrying about the third.

Chapter Four will, btw, hopefully be up in a month. I've got other stories to update, and writer's block, which I really don't need. :(

T. Axile.

NEXT: CHAPTER FOUR, THE LITTLEST THINGS I DO

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