Tired. Zack was just ridiculously tired. And confused. He wanted to fall asleep so badly and just forget about everything, if only for a few hours. He rolled over uncomfortably in the worn inn bed, unable to fall asleep. Zack had never thought that his memory was very good to begin with but he was certain that he was suffering from information overload. Three days had past since he and the rest had seen the President of the Shinra company lying dead at his desk, with Sephiroth's sword driven deep into his body and he still felt like he knew nothing at all.

So much had happened in the span of three days. The discovery of the President's body, the emergence of his son Rufus and his self declared presidency over the Shinra Company, learning about the existence of the Ancients and finally escaping Midgar all together. But the biggest shock of all was the discovery that Sephiroth, the shining star of SOLDIER, was still alive.

But, how? Cloud defeated him, didn't he?

Zack sighed heavily. Well at least Cloud had gotten that part of the story right. Upon reaching the small town of Kalm; Zack, Aerith, Cloud, Barret, Tifa (who Zack had been astonished to see) and new addition Red XIII (some sort of talking cat that they had released from Hojo's lab) all stopped for the night at the local inn. Everyone had been interested in knowing more about the mystery behind the Great Sephiroth and Cloud had willingly obliged to tell the tale. And he'd been doing a fair job of it except for one tiny detail. Zack had been completely edited out.

Zack snapped his eyes open, giving up on any further attempt on getting to sleep. Maybe he'd just go for a walk. He pushed himself up, the worn mattress squeaking beneath him, and slid out of the bed as quietly as he could. He didn't want to wake Aerith, who lay asleep in the adjacent bed or Red XIII who was curled up comfortably at her feet. He shoved his feet into his boots, tiptoed from the room, grimacing as one of the floorboards creaked, and made it through the door into the hall outside.

Zack hadn't a clue how long he'd been laying in bed making feeble attempts at sleep, but the sky was a deep blue when he stepped outside into the midnight air. Stars dotted the country sky and glowed warmly in the moonlight. The town was peaceful and quiet with only the sound of crickets interrupting the silence. Zack had only taken a few steps away from the inn when a hushed voice called out.

"Can't sleep either, huh Fair?"

Zack whirled around searching for the source. He found it in the form of a beautiful young woman. She lounged casually against the outside wall of the inn with her gloved hands hidden behind her. Her long, brown hair was draped over her shoulder, swaying in the cool breeze.

"Tifa. Wasn't expecting anyone to still be awake," said Zack, turning on the charm.

"Couldn't sleep with Barret's snoring. It's like he's got a chainsaw for a nose."

Zack choked back a laugh picturing this. "A chainsaw? It's that bad?"

"Yes, you have no idea. I've been staring at the ceiling for two hours."

"Maybe you should invest in ear plugs."

"Trust me, I've tried," she said giggling. "Nothing works! I swear they can probably hear Barret all the way in Wutai! I seriously don't know how Cloud does it…."

The two felt silent at the mention of Cloud. It had been awkward sitting in the room, listening to a story that the both of them knew was only half true. Zack had wanted to say something, anything, and he was sure that Tifa did too. But what could they possibly have said?

"Look, Tifa-" began Zack.

"I know something's wrong with him, Zack," interrupted Tifa.

"You…you do?"

"Yeah, I do. I know Cloud better than he knows himself. Or at least I thought I did. He…he's not the same. The way he talks, walks, even the way he fights, it's all different. It's like he's a different person. To be honest…he kinda reminds me of you."

Zack shifted his weight uncomfortably. Cloud reminded her of him? Well, he does still have my sword, thought Zack. Tifa pushed herself from the wall and walked over to Zack, eyes pleading.

"What happened to him Zack? I know you know! There's no way that he could have known all those things! Cloud never came to Nibelheim! He couldn't have…he just couldn't…"

Zack was pained. Should he even try to tell her the truth? "Tifa. What do you remember from that night? After Sephiroth died?"

Tifa shook her head. "Not much. I was out cold for a long time. I woke up at Zangan's place, just outside of town. He told me the Shinra had occupied Nibelheim and that they weren't letting anyone in. And when I finally did make it into town it was like none of it had happened…The town was in perfect condition, no trace of the fire at all and no one remembered a thing." Tifa frowned and shook her head again as if she was trying to rid the memory from her mind.

Zack sighed and leaned against the wall. He couldn't resist comforting a lady in distress. Might as well spill the beans, he thought.

"Cloud…he was there."

"He couldn't have been. I would have seen him!"

"Myself, Sephiroth and two infantry men were assigned to Nibelheim. You remember that, right?"

Tifa nodded hesitantly.

"Cloud was one of those men. But he didn't want anyone to know he was there so he kept his helmet on the whole time."

Tifa's eyes glistened with moisture. "What? But why…why wouldn't he want to see me?"

"I don't know. You'd have to ask him that. If he remembers. But I think I can at least explain what happened to Nibelheim. It was the Shinra. They are very efficient at…covering things up. They probably reconstructed the town, hired actors to play the townspeople and removed all the evidence."

"But what happened to you and Cloud? I tried to look for you but I didn't even know where to start…"

"We were taken into custody," said Zack, his eyes darkening at the thought. "Professor Hojo, the Head of the Science Department saw to it that we were used in one of his experiments. Cloud…he couldn't take it. He suffered from severe mako poisoning."

"Mako poisoning?"

"Yeah, it was bad. He could barely talk or move. Which is why I was amazed when he just showed up at the Shinra Building looking perfectly fine! But he didn't remember me at all, which is probably the mako's fault."

Tifa fell silent and retreated into her thoughts. She stared down at the floor and ground her toe into the soft earth. Zack couldn't help but remember Tifa's words in the mako reactor all those years ago and feel a pang of guilt.

"Sephiroth…SOLDIER…Mako reactors…Shinra…Everything! I hate them all!" If it wasn't for him and the Shinra Company, Tifa would be living a normal life.

"I never got a chance to thank you, Zack."

"For what?"

"For saving me. In the reactor."

"You don't have to thank me," said Zack, shaking his head.

"Yes, I do. I'd probably have died from the wound Sephiroth gave me."

Zack pushed himself off of the wall and made for the door of the inn. He paused with his fingers on the door handle.

"There was one part of Cloud's story that was true. I didn't save you, Tifa. Cloud did. He would have given his life to protect you." And then Zack pulled the door open and stepped back into the inn, leaving Tifa just before the first tear spilled from her eyes.

Zack made his way back into his bedroom and quietly closed the door behind him. He stalked up to the beds and saw Red XIII crack a sleepy eye open.

"Sorry, Red. Didn't mean to wake ya."

"Trouble sleeping?" asked the cat.

"Yeah," whispered Zack. "But I think you can help me out. Can you do me a favor?" Red XIII lifted his head from his paws and groggily at him.

"Trade with me? You can have the whole bed to yourself."

Red cocked his head to the side. "Are you sure?" he questioned.

"More than sure," smirked Zack.

"As you wish," said Red as he hopped noiselessly from his spot to Zack's bed. He circled around on the creaky mattress twice before settling into the pillows and closing his eyes once more.

Zack kicked off his boots and lowered himself onto Aerith's bed. He scooted in behind her and gathered her in his arms. She snuggled back into Zack's chest, reacting to his touch even in sleep. Her breathing was smooth and steady, her face looked serene as if she were sleeping in the clouds. Zack brushed her hair from her neck and pressed a kiss just below her ear. He wished he could stop time and live forever in this moment. Nothing else mattered in the world as long as he was with Aerith.

"I love you, Aerith," he whispered gently into her ear. Aerith's hand weaved itself into Zack's as she shifted on the mattress. Zack smiled, but only faintly, for sleep had finally welcomed him.

Author's Note: Sorry I've been taking so long between updates! But you know, I gotta pay dem bills. Next up, Zack thinks that maybe it's time he took this trust Buster Sword Back...