A/N: I got ahead of myself. This is part two of three, and is intended to be picked up immediately after Promises, Promises part 1. I thought I would finish the three parts much earlier than I did, and consequently, the first part was an awkward story on its own. I'm not sure the title even makes sense until this part. So, readers may want to skim part one again before diving into this. Enjoy!

Penelope leaned against the heavy black door to her own apartment, staring intently down at a piece of crisp white paper. A message had been written in easily identifiable script and tucked tightly between the door and its frame. She read the words three times over, trying to create an alternate meaning.

19:00. South stairwell B3. You have promises to keep.

Her heart tasted bitter in her throat as she attempted to suppress the repeating flashback.

Rufus, assigning the suicide mission, and his face upon her arrival after surviving it. Collapsing in the street, calling on the only friend she trusted to save her. The basement of Shinra mansion, though she did not know it to be so, as she awakened for the first time under his care. The deal.

"I can heal you. Get you back to your precious work in a week's time, better than before if you so wish. In return, you must swear one thing," he had said lowly, staring intently into a pair of violet eyes that barely had the strength to look back. "Should the time ever come that you can return the favor, you will. No questions asked. You will serve me one day as I serve you now."

She had managed a nod, remarkably, and fought through a searing sort of pain, just long enough to flash a smirk and whisper, "Of course. You know I will. I promise."

At the time, he had already begun to distance himself from the Shinra empire. She could not have predicted that he would quickly disappear for good, allowing himself to be declared deceased in the line of duty. He had shown up only a handful of times since his disappearance, and each visit had been more uncomfortable and more tense than the last. Finally, they lost touch completely, a wound that was slow to acquire and yet quick to heal. They had befriended each other easily, and yet tormented one another to no end. Life without him had been, in a word, easier.

And now, here he was. Calling in his marker.

She swallowed hard for the second time and crumpled the perfect white paper into a rage-filled fist.

...

The basement levels had always rested a few degrees below the offices above, but on this night, the damp chill felt appropriate. Nearly seventy stories above, Avalanche had been locked into cells that were more comfortable than this particular area of the headquarters. Penelope shook her head and steadily kept one foot moving in front of the other.

A light had malfunctioned near the entrance to the southern stairwell, and the area flickered menacingly. She slowed her breathing and squared her shoulders, bracing herself for the appointment. The door groaned as she pushed it open.

From the entrance of the stairwell, he had not appeared much different. His long legs bent at perfect right angles as he sat on the stairs, strong arms resting on his knees. He still wore black, though he had altered his uniform some. His chest was now bare, save for the leather straps crossing in an X across the skin. She thought it looked like a target. A dare.
Only when he slowly raised his head did she notice what had truly changed. His skin had grown paler. His mouth had lost the seemingly permanent smirk. His features had sharpened into straight lines and dangerous angles. What sent the shallow wave of nausea through her, though, were his eyes. The brilliance of youth and promise had been snuffed out, and in its place glowed the maniacal radiance of hell-bent determination. Where she had once caught glimpses of warmth, she now shivered in the presence of stony ice.
"You're late."
Violet eyes glanced down at a thin black watch. 7:04.
"I can't imagine how you filled the time, Sephiroth." She was not talking about the four minutes.
He smiled. She tensed.
"I've been...busy. Educating myself, perfecting my plan. I have a legacy to protect. I descend from Ancients."
"Yeah? Your sister is upstairs," she shot back, fighting for a level voice.
"I'm following through, Marx," he continued, ignoring her quip. "Didn't I tell you? Don't you remember? The funeral, the symphony...the warning?" He stood and descended the last four stairs of the flight. As he stepped down onto her level, a bolt of electricity set her nerves on fire. She gritted her teeth against the searing pain and coughed when it seeped away. His smiled faded slightly. "You used to love that, didn't you? To feel the effects that you could never deliver yourself..." he mused. His brow furrowed. "You're softening."
"What do you want?" The question stopped him.
"The security has changed a bit. I want access to floors 67 and 70, and I'm in no mood to fight for it. After this evening, I find it unlikely you'll be able to help me. You seem rather content going down with this forsaken company. I was not going to let this favor go uncollected."
"Why seventy?"
"No questions, Penelope." His tongue played with her name, as if it knew a secret.
Her logic screamed in protest, but the deal had already been made. She owed her nervous heartbeat to the man, but wondered if perhaps he should have let her die.
He cleared his throat, jerking her from contemplation. The decision crystallized as she pulled her eyes from floor and met his waiting gaze. She would certainly not go down with this ship. She was leaving Shinra.

...

Cold silence rode the elevator with them as they ascended to the lab. She swore the muscles in her neck would snap from the tension. Sephiroth leaned casually against the brassy back wall of the car. She fingered the butt of her gun, knowing the weapon was useless, but attempting to comfort herself all the same. A bitter taste filled her mouth.
A musical ding! broke the silence, announcing their arrival. She pulled her keycard from the console as he swept past her. Then, for the second time that day, she stepped out into the lab. Down a long hall to her right, the captured rebels had fallen asleep in their cells. The hallway offered an invitation that she did not immediately accept. Instead, she followed the soft footsteps of black boots, and watched silently as Sephiroth rummaged through an array of files in Hojo's office. He browsed several pages of lab notes, his eyes growing darker with each new paper. She stayed outside the door, out of reach, but never let her eyes wander from him. Eventually, he dropped the files to the floor and allowed his lips to curl upward.
"She's here. I knew she would be."
Penelope kept quiet, a knot of dread growing hot in her stomach. He brushed by her again, this time on the way to the specimen chambers. She relied on a cold hallway wall to support the new weight of her conscience. The hallway meant safety, a blissful ignorance of what might be happening in the lab. There, she was a mere bystander, actively engaged in nothing. She tried to enjoy her innocence, but guilt had turned her keycard into a razor blade in her palm, a small weapon about to cause irreparable damage.
Laughter drew her from her daze and magnetically pulled her legs into motion. She approached the lab, her heart pounding, and inhaled deeply. The air left her lungs when she turned the corner.
"Magnificent, isn't it? The manipulative power of Jenova? With the smallest convincing, I have created something truly amazing..." Sephiroth trailed, allowing her to take in the sight of his proxy, "...myself."
The clone matched its maker perfectly, down to the weapon in its hand. It stood firmly in place, just in front of a broken specimen chamber, its eyes softly closed.
"And what will you do with this?" she finally asked. His maniacal gaze shifted from his clone to her, and back again.
"I couldn't bear to ruin the surprise."
She shifted her weight uncomfortably, palming her gun again. He smiled, the loss of his senses apparent
"We should test him. Her? I almost don't know what to call it..." he laughed once, having amused himself. "Shoot him, go ahead."
"What? No," she protested, though her fingers tightened their grip.
"Come on, you'll be impressed. Or do you need motivating?" He hit her again with a bolt of electricity, setting her nerves on fire.

Through gritted teeth she hissed, "I'm not fighting."

He stepped toward her, his head tilted with realization. "Oh...I can smell it on you, Marx. I know what you're thinking." Upon closing the distance between them, his hands cupped her face. In exhaustion, she resisted the urge to lean into them. His eyes glowed at her from the dark hallows of their sockets. "It suits you. I only wish you'd thought of it sooner."

She squared her jaw and pulled back slightly. "And what's that?"

The strong hands slid down her neck, across her shoulders, and affectionately down her arms, resting over her own. Easily, he slid the keycard from her palm and whispered what he had detected in her. "Desertion."

At the word, she focused every ounce of her energy into making a mask of her face. A small voice screamed at her to let go of her few remaining morals and fall into his arms.
"When will you leave?" he asked lowly, his voice an amused purr.
TONIGHT! the voice shouted. She swallowed it down and shook her head. He shook his own in return and stepped backward, raising the keycard. The clone's eyes flashed open, and stepped past them, quickly taking the card for himself. She watched it pass without protest.
"Do you want to watch?" he asked, his eyes lighting up.
"What?" Her voice was a raspy whisper.
"That surprise. Or would you rather find it on your own?"
Before she could answer, a security guard entered from the elevator and rushed the clone. His dying scream was the only indication that he had arrived, and it was enough to jolt Penelope into action. She ran to the long hallway and watched the clone clean blood from his own Masamune. A long red streak of it had painted the floor long past the guard's body.
"Wonderful. Go ahead," Sephiroth commanded his clone. It brushed by Penelope and entered the elevator before she could put the pieces together.
"What...why seventy?" she suddenly demanded, pulling her gun on Sephiroth. He laughed again at her reaction.
"It's time a for a little chaos. This company is crumbling...from the top down."
In this striking moment of clarity, she did not envision the President sitting at his desk in the penthouse office above, nor the Board members that directed the corporation's basic operations. Instead, her mind flashed an image from only hours earlier: Rufus, half-naked, curled into a ball in his own dark bedroom, suffering a meltdown of the most dangerous kind. Reno kneeling, with his arm around a child, and an heir.
"No." With the single word, she was off, her legs unable to move as fast as her mind as she flew toward the stairwell. The last sound she heard before the metal door swung closed was the deep laugh of a new enemy.