A/N: I spent forever on this chapter, and I think it shows in the overall quality. I probably changed three words. I expect this will also be the case with the next chapter.

The ground surrounding Midgar was an ugly field of grey dirt, loose stone and long-dead roots. A small cloud of dust rose with each step, swirling around their ankles, waiting for a light breeze to carry it into their eyes and mouths. Soon, no amount of coughing and spitting could banish the taste of grit. Cloud made no effort to disguise their tracks. A blind chocobo could follow their trail, but there was only one place they could be going, anyway. The name of the game today was speed, not stealth. If they didn't reach Kalm by sunset, they might as well just turn around and hand themselves in. Shinra was still reeling, but by tomorrow, they'd have learned that Avalanche fled the city.

Kalm was a small, independent town on the edge of the Midgar basin. Most of the working-class men and women made their living in the nearby mythril mines. The people of Kalm were proud of their independence, but the town had grown up in Midgar's shadow. Kalm relied heavily on its imperialist neighbor for the mako that powered the town, and Shinra troops were among the mythril market's most valued customers. Cloud had no doubt as to where their loyalties lay. The sooner they reached Kalm, the sooner they could leave.

Still, as Midgar receded behind them, Cloud's mood improved. Stiff, prickly weeds cropped up here and there, where before there had only been sterile dirt. Before long, the tough weeds gave way to patches of soft grass, and even the occasional small flower-bed. Aeris seemed especially delighted by the change. She darted from one new find to another, here studying the vibrant green stalks of a False Mandragora, there examining the paw-prints of a lone Kalm Fang. Cloud wondered at her enthusiasm, until he remembered that this was her first time outside of Midgar.

"Gil for your thoughts?" He hadn't noticed Tifa's approach, but he wasn't exactly surprised to find her at his side.

"I was thinking about the day I left," he answered. "It seemed like the beginning of a grand adventure." He'd been fourteen years old when he'd left home to join SOLDIER, fourteen years old when he'd set out to show the world just how strong he could be. "Everything was so new, so different. I saw the ocean for the first time when we sailed to Junon. It was beautiful." He could remember it clearly, sparkling blue and dazzling white, waves rising like mountains, then melting away. It had been beautiful, but the journey across had left him miserably seasick. He decided to leave that part of the story out.

"I wish I could've been there to see you off."

"Couldn't you?"

Tifa stiffened, and Cloud knew immediately that he'd said something wrong. She folded her arms beneath her breasts. "You're going to have to talk about it sometime, you know."

He didn't have to ask what "it" meant. She wanted to hear about the day Nibelheim burned, and she wasn't about to let it go. Even when she was a kid, she'd never known when to give up. Once she got an idea in her head, she was committed. It was admirable…when it wasn't annoying. "I told you, when we're…"

"…when we're safe, I know," she finished for him. "But I know you, Cloud. You'll never talk about it, if you can help it. You'd rather just go on pretending it didn't happen. And I have a feeling that if I left it up to you, we'd never be 'safe.' Well, it's not up to you. I talked to Barret and Red XIII, and we all think we should spend the night in Kalm."

"Absolutely not," he answered firmly. "It's too dangerous."

"Well, in case you couldn't count, there are three of us. If Aeris agrees, and I think she will, that'll make four against your one."

"We're not voting," Cloud snapped. "This isn't a democracy."

"You're right," Tifa countered. "This isn't a government at all; it's a group of people that's made a decision." Cloud opened his mouth to respond, but she ran right over him. "It's not just me. If whatever happened in Nibelheim could happen in the heart of Shinra's power, it could happen anywhere. We all need to know, Cloud."

She was right, he realized. He'd thought the threat was gone, that he could just let the past fade like a half-forgotten nightmare. But with everything that had happened in the last few days… "Tonight," he agreed. "I'll tell you everything."

They reached Kalm in the early evening, but Cloud had them wait until nightfall before they scurried quietly through the cobbled streets to the inn. Aeris was the most likely to avoid undue attention, so Cloud gave her some of the gil he'd taken from the lockers back at headquarters and sent her in to ask about a room. Minutes later, she met the others at the back door, and led them upstairs to the cramped room. "They only had rooms for two," she apologized. "But I don't mind sleeping on the floor."

"Nor do I," said Red XIII, curling up contentedly in a corner.

"And I won't sleep," Cloud admitted. If they were staying, somebody would have to stand guard.

Tifa looked at him expectantly. "Cloud…"

"Yeah," he sighed. "Everybody, listen up. I need to tell you all something. What happened in Midgar last night, it's not the first time I've seen it. The same thing happened in my hometown, five years ago." He looked at each of them in turn, then sighed again and began his story.

I was 16, and I'd only been SOLDIER for a little more than a year, but I was already 1st Class. I was the youngest 1st Class SOLDIER since Sephiroth and, as luck would have it, Sephiroth was my partner for my first priority-one mission. It was me, Sephiroth, and about a dozen blueskulls.

The mission was simple. Monsters had been seen around Nibelheim. Normally Shinra wouldn't care about a small mountain town, but they had a reactor on the slopes of Mt. Nibel. If monsters were threatening the town, the reactor might be in danger, as well. Our job was to destroy the monsters, locate their source and lock it down. They flew us to the edge of Cosmo Canyon by airship, and we went the rest of the way by armored transport. I was there, in the back of the truck, with Sephiroth and four or five other guys.

You've seen the vids of Sephiroth, I'm sure. So had I. I'd even seen him around the SOLDIER floor at head-quarters. You all know how he looks: waist-length white hair that looks like silver. His eyes are green, but they're not like normal eyes. They're almost like snake's eyes; they could just fix you to the spot. But even if you think you know what he looks like, being around him is completely different. There's just this air about him, like he knows that nothing in the world can hurt him, no matter what happens. The rest of us were chatting, or fidgeting anxiously. One poor guy was carsick. But Sephiroth sat still as a statue, watching us with this little half-smile, like we were a bunch of amusing children. He didn't say anything until something hit the truck hard enough to roll it over.

I must have blacked out for a second, but the next thing I remember is him dragging me to my feet and pressing my weapon into my hand. "Wake up, Cloud," he said. "That's our monster calling." I wanted to check on the other guys, but he was right. Something big was out there; we could hear it moving around. We had to secure the area first. I jumped out the back of the over-turned truck just in time to get smacked by something massive.

It was a dragon, huge and green and horned. It came at me hard, and it was all I could do to stay out of the way of its two-foot claws and its spiked tail. No matter what I did, I couldn't get close enough to cut it. I slashed its tail a couple times, but that just made it angry. I was just about ready to admit defeat when I felt a hand on my shoulder.

"Good enough," Sephiroth said, and then he tossed me out of the way. Tossed me, like you might toss crumpled up paper into the garbage. I was angry at first, but when I saw the way the dragon attacked him, I knew he'd saved my life. It was mad by then, bellowing while it swiped at him with its front legs. When he tried to circle around it, it swung its tail like a man-sized mace. But Sephiroth… It sounds crazy, but… He moved before the dragon. There he'd be, standing with his sword, calm as can be. But as soon as the dragon moved to strike him, he'd already be moving out of the way. I've never seen anyone move that fast.

The dragon must have been just as impressed, because it gave up trying to beat him to death. Instead, it started breathing fire, gigantic, roaring spouts of flame that blanketed the area. Sephiroth had it facing away from us, but if it had turned around, it could've incinerated me before I could even make a move. The fire swept up around Sephiroth and I thought he was done for sure, but suddenly the flames vanished. They didn't die out like normal flames; they sort of shrank away, like they were being pulled someplace. He'd mastered a Fire materia. I didn't know that was even possible until he showed me later.

Materia draws on the energy of the user, and it grows with use, but not outward. The crystals grow in towards the center of the orb, fracturing into more and more complex patterns. Sephiroth's materia was fully crystallized, full of interlocking angles and gorgeous fractals. The amount of energy that must have gone into that one piece was staggering. Any normal person would have succumbed to mako poisoning before the materia grew half that much, but Sephiroth was different. It was no wonder he was able to tame dragonfire with materia like that.

So the fire was gone, and there was Sephiroth, not even singed. He was really smiling, then, like he was playing a game and knew he was winning. Something changed in the dragon, then. He looked it dead in the eyes, and it sort of froze. Its head swayed back and forth as he moved, but its feet stayed rooted to the ground. Even as he came within range, it didn't move. It just watched him.

We couldn't get the truck running again, so we had to walk the rest of the way…

"Hold up!" Barret exclaimed. "What happened to the dragon?"

Cloud shot Barret his iciest glare. "It died," he said, filling his voice with as much contempt as he could muster. "Sephiroth killed it. I thought that went without saying." Barret puffed up like a threatened bloatfloat and Cloud steeled himself for the storm.

"I think we should listen to Cloud," Aeris blurted out. Every eye turned on her, and she abruptly became fascinated by a spot on her sleeve. "I mean, it's his story. He'll tell us the important stuff."

"No more interruptions," Tifa agreed. "Cloud, what happened when you got to town?"

Cloud leaned back against the wall and crossed his arms over his chest. "When we got close, he said to me…"

"…How does it feel? Being back in your hometown?" I didn't really know what to say. I should've been happy, excited to see everyone. But I wasn't. I wasn't the same person I'd been when I left, and everybody I recognized, everyone who recognized me, was just…a reminder. But I didn't have to say anything because Sephiroth answered for me.

"It must be nice," he said, "having a family to come back to." I had only my mom left by then, but it was nice to see her again. Sephiroth never had anyone. His personnel records were sealed after he was declared killed-in-action, but everyone knows he was just another child in a Shinra orphanage. The blueskulls recruit heavily out of those orphanages, and recruiters hit mako with Sephiroth. They started training him at 6, he officially made SOLDIER by 12, and by the time he turned 15, he was already 1st Class. "I never knew my parents," he continued. "They told me that my mother's name was Jenova, and that she was dead. I never knew anything else. Shinra is the only family I've ever known."

"Wait a damn minute!" Barret thundered. "Jenova… That's what that greasy scientist said! Back at Shinra headquarters! It's what he called that fuckin' headless spook!"

Cloud began to prepare a scathing response, but Tifa had him covered. "Barret, I swear to the Mother," she snarled, "if you interrupt one more time you're going to be too busy swallowing your teeth to notice that I threw you out the window. Cloud…" her tone softened, but the edge was still there, underneath. "You were in town, but you never came to see me?"

Cloud tried to look at her, but he couldn't bear to meet the accusation in her eyes. "I wanted to see you," he said to the floor. "I really did, but…I couldn't let you see me."

A long silence passed and Cloud prayed she'd understand. Whether or not she understood, she let it go. "Fine," she sighed. "What happened next?"

We were all staying at the inn. The rest of the men were spending their evening in the common room, but somebody there would have recognized me, so I went straight upstairs to our rooms. The room was dark, so I thought I was alone. But Sephiroth was there, in the shadows.

"How's the family?" he asked.

"Fine," I answered. "Why are you sitting in the dark?"

"It's not dark," he said. "It's just a different color. What's that building on the hill?" I knew what building he was talking about. On the outskirts of the town, right by the road that led into the mountains, there was this old mansion. Shinra built it to house the overseers when they were building the reactor. After it was finished, they left it mostly abandoned. From time to time, Shinra scientists checking on the reactor would stay there. Kids in town said it was haunted.

"That's Shinra Mansion," I said, and I told him its history. "Why do you ask?"

"It just looks familiar," he said. "Like I've seen it before."

The next morning, we left for the reactor. It was a harder journey than I remembered. There was one part where a bridge crossed a ravine. It broke, and…not everyone made it. It wasn't easy to leave them, but we had to move on. Five of us set out from Nibelheim: me, Sephiroth, and three blueskulls. Only Sephiroth, one blueskull, and I arrived at the reactor. Monsters like the ones cropping up in the region are typically spawned when an animal is exposed to processed mako, so as soon as we got to the reactor we started searching for the leak. I was no expert, but Sephiroth knew the reactor schematics inside and out. He looked the whole thing over, top to bottom, and found nothing. No malfunction. We got all the way to the control panel at the reactor core. Sephiroth was busy studying the instruments, but I noticed scrape-marks on the metal floor. The whole control panel could be swung away with the right key to disengage the locks, but we didn't have it. So Sephiroth just pulled, popped the panel off like a bottle cap.

The room behind was big, full of pipes and wires and all kinds of machinery. But among the random mess were these pods, big enough to hold Barret. A staircase led up to a door in the back of the room, but even Sephiroth couldn't open it. In the meantime, the blueskull who was still with us found the source of the leak, a broken valve, and went to work on it. But while he worked, Sephiroth looked in the pods. He cracked one open and looked inside for a few seconds. Then he snapped it shut and walked out. He never said a word. I tried to open a pod myself, but I couldn't do it. They were sealed tight. When the valve was fixed, we went back out, expecting Sephiroth to be waiting outside for us. But he wasn't. We went back to town, but none of the men there had seen him, either. Most of the men wanted to go back to Midgar. We'd finished the mission, and Sephiroth would show up there, eventually. But with Sephiroth gone, I was in command. And there was still one place I wanted to check.

The next day I had the men comb the Shinra Mansion. At first it seemed like there was nothing there. But one of the blueskulls found something on the second floor. There was this big brick chimney in one corner of the house, and there was a place in a second-story bedroom where a part of the wall could be pushed aside. Inside, the chimney had this old wooden staircase, spiraling down underneath the mansion. There were several doors down there, but one stood ajar. Behind that door was some kind of lab. There was all this science equipment like we saw in Midgar, only…older. And dusty, like it hadn't been used in decades. The walls were lined floor to ceiling with bookshelves, packed neatly with volume after volume of carefully labeled notebooks. And Sephiroth was there.

Judging by the notebooks scattered around, he'd been through about a third of the books already. He was reading one when I entered. He didn't look up, but he did speak.

"I wasn't assigned this mission," he said, and his voice was cold. "I requested it. They denied my request; I'm not even on the roster. But I came anyway. Who can stop me?" He laughed, and something in that laugh made me really nervous.

"I don't understand," I said. "If you weren't supposed to come, why did you?"

"There are holes in Shinra's records," he answered. "I first found them when I started researching my mother. Fake invoices, equipment that just drops out of circulation…and it all started when they built this mansion. That," he pointed to a glass box tangled in tubes and wires, "is a custom Mark II cellular immersion incubator, a 1.5-million gil piece of equipment that vanished from a shipping inventory without any official inquiry twenty-five odd years ago. And here it is! But there are still pieces missing. These are the journals of Professor Gast, then head of Shinra's Science Department. They fill in some of the holes, but…"

"What were they doing here?" I asked.

For a minute, I thought he hadn't heard me. Then he said, "They found something when they were building the reactor. An organism, partially preserved in a two-thousand-year-old geological stratum. It seemed human, right down to the cell structure. But its DNA… It was damaged by age and exposure, but the fragments they extracted were as far from human as you could get. According to these journals, it was an Ancient." He tossed his book aside and reached for the next. Then he said, so quietly I almost didn't hear him, "They called it Jenova."

I couldn't get him to say anything more, so I left him there. I posted a guard on the exit, but all I could think about was those pods. I couldn't get them out of my mind, so I sent the rest of the men to the reactor and told them to get a pod open. I stayed with my mom that night. I don't know why, I just…

I woke up in the middle of the night, and I knew something was wrong. I got dressed and headed for the mansion. No one was there, but I thought I heard laughter. I followed it, upstairs then downstairs. Most of the books had been read and discarded, and Sephiroth sat among them, reading and chuckling to himself.

"Where's the guard I left?" I asked.

"He was a traitor," Sephiroth laughed. "Just like you."

I hadn't brought my weapon with me, but right then I wished I had. All I could do was ask him, "What do you mean?"

"Professor Hojo is brilliant," he said. "Maybe even more so than Gast. But he's still only human, and not half as clever as he thinks."

"I don't understand," I said.

"I don't blame you," he answered. "I didn't either. Not at first. Even though it was so obvious! It was all right there in front of me, but I didn't see!"

"Sephiroth," I said. "I'm your friend. You can tell me what's going on."

He laughed again. "All this equipment… A custom Mark II cellular immersion incubator… They're not scientific instruments. They're not tools for measuring data. They weren't studying something here. They were making something!"

"Making what?" I asked. But he just smiled that smile that meant he was three steps ahead of me, and I knew.

"All those years in the orphanage, I knew I was different. All the other children were just so slow! And then, when Shinra came, I thought, 'here is my family. These people accept me for who I am.' But I was just a weapon to them, a twenty-five-year science experiment. They betrayed me! You all betrayed me! But now I know the truth. Now I know my true family. The blood of the Ancients courses through my veins. I alone am the rightful heir to the Planet!"

He stood up and I tried to stop him, to stand in his way, because I knew then that Sephiroth was gone and something terrible had taken his place.

"Get out of my way," he said. "I'm going to see my mother."

I don't know how long I was out, but when I woke, I went straight upstairs. The town was on fire by then. There were…bodies lying all over the place. Some of those were on fire, too. My house collapsed while I watched. I think my mom was still inside. The only person I saw alive was Old Zangan. He was running into burning buildings and pulling people out. I still can't believe he was strong enough; he had to be at least seventy-five. I looked towards the mountain and I saw Sephiroth. The mountain wind died down for a moment, and the flames shrank, and I saw him. He was surrounded by townspeople, but he was just laughing. He looked at me, right in my eyes. Then the flames came back up and I lost him. By the time I got there, he was gone and the people were dead. Some had followed, though. They'd followed him up the road to the reactor. I only had to follow the bodies.

The last one, lying outside the reactor, was… It was Tifa. She was still alive, but the cut was… I healed her as best I could, and then I left her out there. It wasn't hard to figure out where Sephiroth had gone. I went straight to the secret room. With the pods. One of them was open, and I could see inside. The thing inside was man-sized, but it was like it wasn't finished…growing. It had no face, just a tube in its throat to breathe, but I recognized it, just like Sephiroth must have. I've never seen anyone else with that long, silver hair. Sephiroth himself was standing at the top of the stairs. He said something, and the door slid open on its own.

I followed him inside and found him standing by a tank, the same tank we found in the Shinra building. Jenova still had its head then, and Sephiroth was talking to it.

"The humans have ruined me," he said. "I can't hear the Planet. But you can, Mother. And now that we've reunited at last, we can work together. We will find the Promised Land and claim it for the Cetra. Then we'll never be alone again."

I couldn't speak, I couldn't even breathe. All I could do was yell. He turned, and he looked at me. He smiled his cruel smile and raised his sword.

Cloud fell silent. They were all looking at him, all except Tifa who stared blankly ahead. After a moment passed, Barret snuck a sidelong glance at Tifa.

"And?" he said cautiously. "What happened next?"

"Nothing," Cloud sighed. "That's all I remember. Obviously, Sephiroth didn't kill me. And there's no way I could've killed him, he was just too strong. I escaped, so he must have done the same. I don't know where he's been all these years, but he's back now."

"But he hates Shinra," Barret pointed out. "Ain't it good that he's raising hell?"

"Weren't you listening?" Cloud hissed. "Sephiroth doesn't just hate Shinra, he hates everyone, every human! We're all beneath him, just pests to be wiped out. We need to find him and stop him."

"He mentioned the Promised Land," said Aeris. "That sounds so familiar…"

"An old legend," Red XIII growled. "At the end of the world, after much suffering, life will surge up over the land, washing away all evil, all pain. Those that survive will find themselves in the Promised Land, a world of happiness and unity. The late President Shinra believed a global increase in mako yield heralded the coming surge. He thought Shinra would lead the way to the Promised Land."

"Sounds like Sephiroth had a similar idea," Aeris added.

"I don't think happiness for all is what Sephiroth has in mind," Cloud said. "We have to find him, as soon as we can. We should all get some sleep. We can shop for supplies at first light, but then we have to leave. Agreed?" Everyone nodded, even Tifa. Cloud dimmed the lights, and soon the room was filled with the slow, deep breathing of sleep. But Cloud stayed awake for a long time, tormented by a cruel smile and the flash of a blade.