WARNING: This chapter contains lime-flavored YAOI (obviously). Skip Cloud's half if you don't want to read it. Mmyep.

Part Eleven

-You're falling back to me,
The star that I can see, yeah,
I know you're out there,
Somewhere out there.-
-"Somewhere Out There", Our Lady Peace
------------------

Sephiroth had contemplated turning back as soon as he passed into the portal. The familiar Darkness had surrounded him as it had the first time, only now it wasn't malicious, barely undulating like it did. It seemed dead, or weakening, and the silver-haired man took the fact as a good thing, but that didn't change his current predicament.

He still didn't see a way to get out.

"You are terrible luck, Zackary," he muttered, walking around in the vortex. He made a face as the Darkness oozed beneath his feet, sticky strands of black clinging on the soles of his boots with every step. It was like walking through someone's old chewing gum spat carelessly into the courtyard at the SOLDIER training camps, and Sephiroth hated it.

"The Darkness hadn't done this before. Only since I came into contact with you."

/--Man, bitch, bitch, bitch, that's all you ever do.--/

"Hmph." More sticky steps were taken, seemingly to nowhere. Everything looked the same around him, and the air stank of rot and metal. Sephiroth made a face as the stench wafted in his direction again, waving his hand in front of his nose. "Nothing's been in my favor since you."

/--…just shut up and take it.--/

"Wonderful comeback." Sephiroth flicked glittering silver hair over his shoulder, frowning. "Riku mentioned you'd help me find Cloud's location. Can you?"

Zack laughed nervously. /--I don't even know what he meant by that… heh…--/

Bright aqua eyes rolled. /I can't believe I'm asking you this…/ "Do you have any ideas, then?"

/--…a portal?--/

Sephiroth slapped his forehead, throwing his head back. Well now, he felt absolutely stupid…

"Why hadn't I thought of that?" With a flick and a twist of the hand, the ex-General effortlessly tore a hole into the void. Through the haze of black, he saw the image on the other side of lush, green grass and the long twisted trunks of trees.

/--You must be slipping in your old age.--/ Zack paused, letting out a snort. /--With all due respect.--/

"No, housing you in my psyche is dulling my wits," Sephiroth muttered grumpily, ducking his head and easily walking through the portal.

/--Ha, ha. SIR.--/

The tangy scent of earth and vegetation filled his senses as Sephiroth's eyes darted about the foreign area. Chittering creatures called from high in the treetops, bugs letting out loud screeching noises from all around. The sun barely passed through the dense canopy of trees, the leaves too thick, leaving the jungle's floor dark and dreary, nothing but green. Sickly-looking vines were strung from branch to branch, wildlife perched or running over them, the more curious beasts casting Sephiroth wary glances.

Sephiroth crossed his arms, keen eyes surveying the area for signs of life other than animals. "This… does not look like a town," he growled out, irately.

/--Well, I can't figure out how our plan went wrong,--/ Zack muttered, sarcasm oozing from every word, /--you know, since we're both completely knowledgeable in the whole portal transportation thing and all.--/

Sephiroth grunted and called up another portal, knowing to search in the area would be useless.

Again he went in, immediately tearing another rip as he stepped into the hole. The opening from his second try showed water, and lots of it. Fish swam gaily past his vision, bubbles floating up through the deep blue.

/--…do I even have to say anything?--/

"No."

The silver-haired man mended the rip and pivoted, facing a different area of the Darkness. Boredly he called another, granting him a scene of a quite angry-looking woman wearing red, black and white. She was surrounded by guards, two flanking either side of the large desk she was perched behind. Sephiroth's eyebrow raised as one of the guards turned, his width equal to that of a flat edge of the Masamune.

/--…what the hell's wrong with these places?!--/ Zack paused. /--…is that a fuckin' bunny?!--/

Indeed, a white rabbit wearing glasses and a vest sat upon a podium, twitching nervously, eyes completely red and bloodshot.

"An albino, at that," Sephiroth murmured.

/--He looks high to me.--/

The ex-General grunted an obscenity, turning away from yet another faulty portal. He walked a fair distance from the area he started off before glaring back at it. Closing his eyes, Sephiroth let out an exaggerated sigh, hastily repeating the tearing action.

"Zack, please tell me what you see out there."

/--Um… it looks all spooky…?--/

Sephiroth grunted, hands reaching up to massage his temples. "…would you pleaseelaborate," he asked, words clipped and unamused. His frustration level was nearing maximum, thinking of Riku and his stubbornness, as well as Zack's apparent uselessness… though really, it was more Riku. Guilt punctured the man's mind as he cursed himself for the umpteenth time over letting the teen send him off so easily.

/--Fine. It's spooky, like I said.--/ The silver-haired man growled, and Zack sighed. /--I wasn't finished. It's dark, it's dirty, there's weird things all around. I see a cemetery, some houses, blah, blah. Satisfied?--/

"Do you believe exploring would be of any use?"

/--Um… maybe? Looks more promising than that jungle or the bunny-place…--/

Sephiroth's eyes opened as he walked through the hole, feet hitting hard, sand-covered stone. Fog crept up to his knees, thick and a dull grey. The sky of the area was pitch-black, with the exception of an unusually large, yellow moon in it, standing behind an odd, spiraled structure.

The man walked forward, senses on high alert. The place had a different aura around it… not a terrible one, but it was generally unpleasant. He pushed open a tall and twisted wrought-iron gate, hinges squeaking angrily in protest.

Creatures milled around the eerie street of the peculiar place, their forms resembling ghosts and other such ghouls, skin dull greys and blues, altogether unhealthy, abnormal shades, sickly hues rivaling even that of Maleficent's. Odd, spindly buildings loomed around the area set up behind gates or high stone walls, sending off a sense of unease. One particular building was rounded and dome-like, catching Sephiroth's eye.

/--…a pumpkin. Now that is scary.--/ The silver-haired man somewhat agreed, the 'teeth' of the jack-o-lantern sharp-looking and dangerous, twisted into a sickening grin.

/--Hey Seph, you know what else is scary?--/

Sephiroth sighed, stepping through the streets of the strange town, passing by a large fountain spewing something that surprisingly resembled dying Lifestream. /What, Zackary?/

/--Your clothes.--/

/My…?/ The ex-General looked down and blinked.

His former clothes had been replaced by a deep crimson suit made entirely of velvet. It was very fancy and old-fashioned, lacy black ruffles protruding from the longish sleeves and brushing out over his knuckles. More of the ruffles spilled from over the suit's high collar and down the opened buttons of his chest, contrasting rather beautifully against his near-white skin. Its jacket had fine tailoring, perfectly cinched at the waist, comfortably resting over his broad shoulders, fixed with large onyx and silver buttons. It was very…

/--…you like the suit, don't you,.--/ Zack half-asked, dryly.

/It is exquisite,/ Sephiroth answered, looking down the side of his leg at the slight flare of the pants, silver and black stitching creeping up the sides. He frowned when he saw the shoes he wore; they were too pointy for his tastes, but the heel was tall, bringing his full height to well over his natural six-foot-one.

/Gorgeous rings as well./ he noted, studying the large silver, ruby and onyx jewelry adorning his pale hands.

/--Your nails are all girly,--/ his friend commented at the shining, vampiric-looking lengths protruding from his fingertips. The silver-haired man let out a rich laugh as his tongue ran across white teeth, finding two elongated, pearly-white fangs where his incisors should have been.

/I'm a vampire. Interesting./

Sephiroth's mood lightened as he made his way through the town, blending in perfectly with the inhabitant ghouls. He wasn't sure where he was going, simply passing the time away in the foreign place, taking in its unusual sights as he searched for that familiar someone.

Unexpectedly, a slight tap hit him on the shoulder and the silver-haired man turned, looking down at a round-ish man with an overly tall hat, clothed in a black suit.

"…may I help you?" Sephiroth asked, perplexed.

"I just noticed that you were new to Halloween Town!" the man said, voice jubilant and loud. He wore a rather strange grin, showing nearly all of the teeth he had, cheeks pulled up and lips curled in a spiral at the corners. One eye was also a spiral in black and yellow, the other a simple black orb, and Sephiroth noticed that the man wore a… spider in place of a tie.

"…I am…"

"Welcome to our humble town!" he said. Lifting a silver megaphone to his lips, he shouted, "one day left 'til Halloween!!"

A naked white hand lifted to cover his ear and Sephiroth cringed, the shrill, garishly loud voice ringing in his ear. The Mayor - or so the ribbon on his lapel declared - was quickly wearing out his welcome…

Still, Sephiroth had things he needed to know, and asking this Mayor would seem the best idea, for now. "I'm looking for someone. Perhaps you would be the wisest to ask for assistance?"

The Mayor's eyebrows lifted considerably. "Maybe!" came the response, far too happy and eager. Sephiroth frowned in distaste.

"I see. A man with spiked hair, blonde. His eyes are a deep, glowing blue, and his face…"

The silver-haired man paused to rack his brain, trying to remember Cloud's appearance from one year ago. Actually helping this time, Zack produced a mental picture of the small warrior, and gave a mental grin as a grateful 'thank you' shot back at him. "He looks quite young, though he… feels much older." Sephiroth smiled disarmingly as he asked, "perhaps you've met?"

The Mayor shook his pointed head, his tall hat nearly hitting Sephiroth in the face. "No, no, I am sorry, but I have not!" His head rotated twice before returning to its previous position. The swordsman bowed his head politely, thanking the man for his time, yet the Mayor didn't seem to want to dismiss him just yet. "But…"

…and again the silver megaphone lifted, much to Sephiroth's horror. "Happy Halloween!!"

Despite The Mayor's absolutely dreadful happiness and garish wishes for the holiday, curiosity got the better of Sephiroth. "You have mentioned this occasion several times now… if you pardon my asking… what is 'Halloween'?"

Neither he nor Zack had heard of such a holiday before, nothing of the sort existing on the Planet…

The silver-haired vampire made a face as The Mayor's conic head spun once more, turning to reveal a saddened face this time, sharp teeth lining his lips, and skin a stomach-churning blue. "Aww, you've never heard of Halloween?" The Mayor asked, voice wavering to a near-crying pitch. "That is terrible, simply terrible!"

Sephiroth blinked.

/--…let's haul ass,--/ Zack cut in, /--this guy is driving me fuckin' nuts.--/

And, coming from Zack, that had to mean something.

/I agree./ "I'm terribly sorry, Mr. Mayor, it's been a pleasure, but I must run…"

The Mayor started to sob, the megaphone again at his lips. "Nooo, don't go!! Please, stay!!"

Sephiroth shook his head at the strange, crying little man before he turned on a heel and fled, hair billowing behind him. Once in relative seclusion, he tore a hole and ran through, letting himself step once again into the Darkness.

"I'm growing sick of this…," Sephiroth stated, hand on his bare chest. He looked down, noticing his clothing was back to normal. The silver-haired man sighed, stepping away from the Halloween Town area.

/--What, miss the clothes?--/ came the devious question.

/Shut up, Zackary./

A few paces away he stopped, calling up yet another portal.

The new area was of a town with a dark black sky, with lively buildings illuminated by an endless series of lights. To his surprise, normal-looking people wandered the streets aimlessly, passing shops and buildings with red roofs, nearly all topped with chimneys. A familiar little blob in shades of pink bounced along the town's streets, coral-colored pompom bopping atop its little head.

"Well?"

Zack mentally shrugged. /--There's a moogle. I say go for it.--/ His companion agreed and stepped out.

…and landed directly in an alleyway.

Sephiroth growled. /We usually end up in the area which was depicted./

/--Eh, don't worry about it. You're smart, you can find your way around.--/

A large stack of boxes completely blocked one end of the alley. Sephiroth could have easily cut them down to size and passed through, but considering he was still new in town, he decided to keep his destructive side tamed, instead walking the opposite way. Amazingly, the alley was only mildly littered in, small puddles here and there, and not at all like the halls of garbage Midgar had.

They ended up in what looked like the back of a commercial district, banners for different shops and 'brand new' items strung from balcony to brick wall. Shallow stone-lined waterways lined the wall of a tall building, blue water sparkling with the lights from windows. The area looked dead, but there was a heavy feeling in it, much like the outer walls of Hollow Bastion.

Just in case, Sephiroth unsheathed the Masamune, the deadly length of the blade aching for another kill. Aqua eyes scanned the area as he steadily walked around the back of the buildings.

Something made a hissing noise at the silver-haired man's back, causing him to turn quickly. A monster had appeared out of nowhere, smoke surrounding it, the crest of the Heartless imprinted in its chest. The creature looked somewhat weak to Sephiroth, despite its advantage of the ability to fly. It was a Wyvern, if he remembered correctly, as evident from its draconian appearance, thick scales and coloration. The creature screeched at him before it flew away, high into the sky.

Its call summoned another of its type, and another. Sephiroth's eyes glittered. /A challenge./

/--…you're a fucked up dude, Seph.--/

One of the creatures dive-bombed him from above, slowing to lash at him with long, sharp claws. The Masamune easily arced upwards, slicing the Wyvern's stomach as another flew towards him, mouth open. Sephiroth, used to attacks of two or more at a time, shot his foot out, delivering a roundhouse kick to the beast's lower jaw with a satisfying crack.

Both Wyverns screeched, the one whose belly was injured again taking cover high in the sky. Spinning again, the silver-haired man brought his blade down at the end of the turn, swiftly beheading one of the creatures which had been flying towards him.

Its head rolled onto the ground and off to the side, landing in the shallow moat, and by the power of inertia, the rest of its body went crashing into the wall. The beast bounced off the brick and landed on the ground with a sick thud, disintegrating into purplish-black smoke as it hit, a translucent pink heart-shaped crystal rising from its chest.

Sephiroth looked up where another Wyvern cowered on top of a building. /--That's the one with the broken jaw…--/

The man eyed a low balcony and jumped, easily latching onto it before swinging his long legs upward. The creature's eyes narrowed as it let out a shriek, wings flapping in attempts to intimidate. Sephiroth smirked, jumping on the ledge of another balcony and grabbed onto the roof, pulling himself up, erected to his full height to stare down the now-cowering creature.

As he went to strike, a large clawed foot clobbered him in the back, sending Sephiroth to the ground. /Thank you so much for the backup, Zackary./

/--…oops.--/

The claw raked through his hair, tearing out several small clumps. Sephiroth snarled at the Wyvern, the thing having dared rip out some of his precious silver locks. He flipped onto his back, thrusting the long Masamune upwards, piercing the beast in the chest where the 'X' on the Heartless insignia stood bare inches above the previous slice to its snake-like belly. He jerked the sword, slicing through the Wyvern's sternum straight up to its throat and used his weight to swing the sword down, launching the bastard creature to the cobblestone ground below, silver strands still hanging from its talons.

Sephiroth lost all sense of tact as he got up and tore towards the third and last Wyvern, rage from the assault on his hair built up in his system.

The Heartless shrieked, flapping its wings to get away. Sephiroth snarled and slashed blindly with the blade, tearing through the Wyvern's wings, slicing its stomach and its face. With tattered wings, the beast had no hopes of flying again, but it still tried, futile as it was. It let out one last cry as Sephiroth decapitated this Wyvern as well, dark red blood spurting from its neck.

Zack was speechless at Sephiroth's pure anger from the loss of a very minor amount of hair. He knew the man was incredibly vain sometimes - and rightly so - but to get that angry… over his hair?

The ex-General took a small rag from a hidden compartment in the Masamune's scabbard, hastily cleaning the blood from it before replacing both items in the sheath. When they were away, he removed a glove and slid his hand to the back of his head, wondering how much damage had been done.

He felt no obvious bald spots, but there was blood on his fingertips as his hand dropped away. The glove went back on and Sephiroth walked to the opposite ledge of the roof and looked down at another highly illuminated area of Traverse Town.

"Hmph."

/--…you alright, Seph?--/

"Fine." His reply was huffed, and the ex-SOLDIER knew his friend was still pissed.

Sephiroth slid himself down the roof's overhang, grasping the ledge before he let go, landing on a rather large sign from a storefront. He scanned that part of town for any sign of a certain spiky, golden-haired man. Finding his target not in the area, Sephiroth let out a sigh.

Only a few of the people on the street of Traverse Town's Second District took any real notice of the silver-haired, leather-clad man with a huge wing on his back jumping off the highest sign in the entire town.

Despite the height, Sephiroth landed easily and softly, feet barely missing the head of a little sandy-haired boy by inches. The boy's brown eyes were gigantic as he stared up at the man with the brightest aqua orbs he'd ever seen.

Shooting the kid an odd look, Sephiroth turned, quickly making his way through town before ending up at a door with 'Third District' printed over the top.

/Can you sense him, Zackary?/

/--No… I can feel someone else though… vaguely, but it's there… huh…--/

Sephiroth pushed open the overly large doors leading to Third, stepping through the doorway and moving quickly, leaping over a short wall of the upper part of the section. He looked around again, finding these streets completely empty. His eyes set on a large statue of two dogs nuzzling each other; the sight was much too sappy for his tastes, eliciting a scoff from the battle-hardened man.

He threw his head back, letting out an exasperated sigh, figuring the Fates had been working hard against him. The new area was dead, nothing but the scent and feeling of Heartless looming. They attacked as he walked briskly through the streets, Sephiroth mechanically taking them out with no conscious effort.

He approached another large set of doors and went through, not even bothering to read the sign stating where it lead to.

/Ah, this is what I wanted…/

Sephiroth ended up in a busy area of the town, 'First District'. He let a small smile of victory creep to his face as he and Zack scoured their surroundings in attempts to find a familiar face.

Neither one of them noticed the girl with long brown hair neatly made into a twisted braid down her back, glittering green eyes, dressed from head to toe in pink.

--------

Aerith stared, eyes wide, at the tall, silver-haired man standing at the entrance to First. The flower girl dropped the items she purchased minutes before and swiftly darted to Cid's Gummi Garage, barging in the door frantically.

"CID!!" she shouted, looking for the pilot. "CID!!!"

"What?!" he asked, walking out from the back, wiping his hands on an oily rag. Black smears were all over his face, particularly concentrated around his goggles, as the man developed a habit recently of tugging on them as he repaired and maintained numerous Gummi parts, the stress from the blocks causing his smoking habit to flare up like wildfire.

"Cid, Cid, Cid, we have trouble, CID!" the girl choked out, panic and welled-up tears prominent her beautiful emerald orbs, her petite hands balled into fists, pressed underneath her chin. Cid listened to what the flower girl told him before he went to grab his large, blue and yellow lance, face set in a furious scowl.

"That dirty fuck's got another thing comin'."

------------------

Cloud woke up with a smile, completely comfortable. He was unsure of where he was exactly, only that wherever he was felt fantastic, and he was completely content, the place was soft, warm. And, to his pleasant surprise, it smelled nice. Really nice. A heavy weight rested on his side and against his back, permeating warmth. And it was… breathing?

Blue eyes went wide as the blonde realized several things. The first was that he was in a bed. His mind reminded him that he didn't sleep in a bed, he slept on a couch. It wasn't too bad of a place to sleep, one of those overstuffed deals, but that wasn't the fact.

He slept on a couch.

At Leon's house.

So as far as Cloud could tell, he was, logically, lying in Leon's bed.

The second fact was a little more complicated. He knew that he had slept with a shirt on the night before, or at least fallen asleep wearing one. But, upon waking, he found that he was currently in a state of undress and clad only in his baggy SOLDIER pants, wing folded neatly against his back.

Cloud was also positive that beds couldn't breathe. His own breathing wasn't coming soft or slow like the thing lying next to him. The other's sounded strangely suspicious… sort of like that of someone sleeping comfortably. Meaning he was in Leon's bed…

shirtless

…with Leon.

Making matters worse was fact number three. Cloud lifted the sheets, finding a tan arm draped easily over his side, the fingers brushing clean linen. The source of warmth other than the covers over him - and, apparently, over Leon - was said brunette himself, somehow spooning Cloud with a leathery wing in his face. He didn't know when the ex-SeeD got there, or why, but he was there.

Leon felt shirtless as well.

The blonde blinked. [What the hell is going on here?]

He swallowed the lump that made its way into his throat. [We didn't… no, I've still got… pants on… don't know about him, though… what the hell…?!]

As if Leon realized Cloud was thinking about him, the older man shifted, pulling the blonde closer. Blue eyes went wide as his breathing hitched, bringing Cloud to the fourth and final realization.

And that was… the undeniable hardness pressed into the small of his back.

Cloud blanched, slowly turning his head skyward, mouth slightly slack. [Why do you hate me?!]

The higher powers never gave him a reason, only adding fuel to the fire as the scarred brunette moaned quietly, unconsciously rubbing his cheek on Cloud's bare shoulder. The smaller man bit his lip, a quivering sigh releasing itself from his throat.

[How can just being next to this guy make me so horny?!]

The mercenary felt the familiar heat in his groin and he clamped his eyes shut as the sleeping man's arm slipped further down, resting itself on his hip. Cloud let out a whimper as Leon's body shifted again, hardness dangerously close to his behind.

[What the fuck! Why are you torturing me?!] He blinked. [And why the hell am I still laying in bed?!]

The truth was, Cloud didn't want to move. The object of his lust had his lean, muscular body molded perfectly to his back, and he… very much liked it. Spooning was nice, and Leon was nicer…

[Too bad he'll be pissed when he wakes up…]

"Um… hi…," came a rich baritone voice from behind him. The blonde jumped at the unexpected greeting from the man whose arm was still slung over his hip. "I… suppose an explanation is in order?"

Cloud squeaked an affirmative, and the brunette muttered a curse as he rolled away.

[Found your little problem,?]

The blonde frowned slightly at the loss of heat at his back, but quickly recovered as Leon sat up and cleared his throat. Cloud took the hint and sat as well, turning around to face his friend. [He looks even better right when he wakes up…]

Leon's hair was messier than usual, sticking up in places and slightly tangled, grey-blue eyes nearly closed, eyelids heavy with sleep. The blonde figured his friend never wore shirts to bed, as he clearly wasn't wearing one then, same as he hadn't before, baring his finely sculpted chest and arms… not to mention that tattoo. He wore his usual baggy black pajama pants as well, low-slung and tied loosely.

[…the gods must really hate me…,] Cloud groaned.

The older man raked a hand through his hair and brought it away, looking at his palm with a frown. He sighed and caught eyes with the blonde, a ghost of a smile at his lips. "Are you feeling alright this morning?"

Cloud shrugged. "I guess."

"Good. You were a complete wreck last night."

"I was?" A blonde eyebrow raised as Leon nodded, a bundle of bed sheets crumpled up and laying in his lap.

"Cried yourself to sleep, and you wouldn't let me stay on the couch."

"I don't… remember that…," the mercenary stated, now more than a little embarrassed.

Leon shrugged and pushed the covers away, moving quickly to get off the bed. He padded his way into the kitchen, barefoot, motioning for the blonde to follow him.

"Like I mentioned, you were a wreck. Your injury and apparent guilt must have triggered something," he said, grabbing two bowls from a cupboard and a box of unsweetened cereal, placing them on the table.

"Hm." Cloud watched the other man move. For someone so tough-looking and masculine, Leon's movements were graceful, transitioning easily from one position to another with motions like that of a dancer. "Meaning I cried and whined on your shoulder all night?"

"Yeah. And you made me stay with you," he reiterated quietly, a carton of milk and spoons plopping onto the small table. Cloud rolled his eyes.

"So I heard."

Leon gestured towards the empty bowl on the opposite end of the table. "Have some breakfast, I want to train a bit today." He looked up at the grumpy blonde before adding, "if you're well enough." Cloud just nodded, filling his bowl with the cardboard chunks Leon the healthy eater attempted to pass off as cereal.

The two men finished their breakfast quickly, the blonde more reluctant than the other to both chew and swallow the tasteless squares. After taking - their own - showers and dressing, both men headed out to the Secret Waterway.

"…I've never seen that kind before," Cloud muttered, watching a purple and fuchsia-clad mage in a pointy hat drop its staff before clutching its chest. It groped blindly in the air as it fell, a tornado of color swirling around it, leaving nothing but the its staff behind.

Leon finished off a Darkball, launching it back and into a nearby wall with a deadly slash-and-fire-slug burst combination. The Darkball exploded, black dust with purple smoke bursting into the air. To the brunette's shock, the creature dropped a Hi-Potion and a small, light blue crystal.

"New Heartless carrying new items," he observed, examining the crystal in his hand, tossing the potion to Cloud. "Maybe this can be used in the Synth Shop…"

The blonde watched as the gunblade wielder flipped the crystal several times before dropping it into a pocket of his coat. "They're stronger, too." Leon nodded.

"Just another thing to discuss with Sora."

Random attacks were a more common occurrence as both men walked the streets of Second. They fought a few more Wizards - which annoyed Cloud more than anything - and Darkballs, encountering small groups of lightning and fire magi. The two men noticed that their enemies weren't falling as easy as they had previously, and their attacks were stronger.

Easily they took out fleets of Wyverns, gratefully taking potions and crystals they dropped. One left behind an Elixir, the blonde greedily taking it before his friend noticed - unaware that move was something Yuffie did all the time, and Leon knew it when it happened.

Ghosts were out of place in Traverse Town, materializing out of nowhere right along with other Heartless. Their heads spun as their eyes rolled in large circles, searching for prey.

One ghost's eyes burned red as Cloud neared it, spotlight from them burning into him. It raised its arms and spun, slapping him with each pass of the hand.

"What the hell?!"

The blonde grunted and brought the Buster Sword up, somehow hacking through the apparition's body. It made a popping noise and faded out before Cloud's eyes. His eyebrows were raised as his head snapped about him, searching for any signs of the thing.

Leon was battling an old enemy class of Heartless, lovingly named Large Bodies. The tip of the gunblade came down as the man leapt off the ground, piercing it into the flesh of the creature's back as he landed. The round Heartless made a gurgling noise, beating on its stomach with ham-fisted arms.

Cloud felt something claw at his back as he was pitched forward. He scowled at the ground before pushing himself up, not bothering to look behind him as the blade of his sword sliced the meaty tail from a fleeing Wyvern. Thick blood oozed from the wound and the creature shrieked, whipping a claw at the blonde.

Tired of the fight, Cloud swung the Buster in a wide arc and used his entire weight to further the attack. A deep gash tore into the Wyvern's neck, dropping it onto the ground, instantly dead.

"That's all of them."

Cloud turned to find Leon pulling the blade of his weapon from another Wyvern's back. The brunette appeared to glow, having filled his bloodlust on the many Heartless stupid enough to attack the formidable duo. Cloud's heart leapt into his throat as the older man swung the gunblade up and rested a flat edge on his shoulder with his other hand on his hip, standing in one of the most beautiful stances he'd ever seen the other take. A breeze kicked up, running itself through Leon's hair, brushing it against his face.

Cloud whimpered. He felt like such a girl.

The older man cocked his head to the side, hair sliding seductively into his eyes.

[…ah…]

Cloud's thoughts were incoherent, and Leon had no idea what his simple act of standing was doing to the blonde. "So what do you want to do?"

[You!!]

Cloud choked as his mouth went to repeat his thought, earning him a questioning look. One gloved hand removed itself from his mouth as he waved it off, praying for Leon to just let it go. He swallowed, rubbing his eyes with the back of his hand. "What?"

"You don't look too well at the moment."

"…I'm fine."

Leon huffed, tapping the gunblade on his shoulder. His expression conveyed a look that asked Cloud if he thought the brunette was a moron, but Leon stood silent, eyebrows slightly raised as he watched the younger man. Cloud grumbled, glaring at him.

"What?!" he shouted finally, causing the ex-SeeD to smirk. Leon shook his head.

"Nothing." He jerked his head towards the entrance to the Secret Waterway, beckoning Cloud to follow. "Come on," he paused momentarily. "If you're up to it."

Cloud trailed behind him reluctantly, begging his eyes to stay straight forward instead of landing on the other man's backside again. Deciding it was a lost cause, his vision stayed fixed on the curves underneath the leather, wondering if his own body could even be compared to Leon's.

That was, if he had the urge to remove Vincent's mantle.

Once inside, a chill shot through the blonde. There was a constant dankness inside the place that always made him feel sick, the faraway sounds of water dropping from cracks in the cave walls made him jump, nearly slipping on the mossy rocks where he stood. He didn't know why, but the place always felt familiar, like somewhere he never wanted to return to. A shriek rang out from his throat as a hand dropped on his unarmored shoulder.

"Dammit, Leon, don't DO that!" Cloud scowled, inhaling deeply the thick air. He grimaced, the taste of mold in his mouth. "…I don't like this place," he muttered, head snapping back and forth at the slightest sound, gloved hand gripped tightly on the hilt of the Buster.

"There aren't any Heartless here, if that's bothering you." The older one had taken several steps back after the blonde's sudden outburst. Mako-blue eyes glowed slightly in the dark, wide and frightened, not at all soothed by his words. "What's wrong with you? You've been here before…"

Cloud closed his eyes, counting backwards from ten to calm his nerves. [This is so stupid. Stop worrying…] "I'll be fine once we spar…"

Leon looked doubtful.

"If you say so."

The two walked deeper into the dreary cave, partially lit by torches set up - most likely by Leon - near an opening with a platform. Cloud stared at it, wondering what it was, and the other man caught his wondering gaze. "It leads to Merlin's," he said simply, taking up a fighting stance, "we're under his house, remember…?"

Leon spread his legs apart to brace himself, massive gunblade clutched in both fists.

"Ready?"

The blonde nodded, setting himself in a defensive position. Almost at once, Leon pounced, barely leaving Cloud enough time to raise the Buster Sword to block an attack to his head. The two weapons clashed together, vibration from the force numbing both sets of hands.

Leon's face was emotionless as he swung and slashed, indifferent expression never faltering. His greyish-blue eyes were narrowed in concentration as he attacked swiftly, moves measured and precise. More than once he mechanically pulled the trigger of the gun, making Cloud wince. The brunette had emptied the barrel before the match, of course, but naturally, the blonde's nerves weren't soothed as he was very close to getting shot at.

Neither man managed to hit the other as Cloud switched to offense. Leon grunted as the younger one swung the Buster Sword upwards, the gunblade coming up to block an overhead attack. He smirked as the blonde pulled his sword back, stepping away several paces to ready the sword again.

Knowing it was a dirty move, Leon tackled Cloud, pinning him to the ground, the flat edge of the gunblade pressed into the smaller man's chest, legs clamping the others down. The Buster Sword was no longer in Cloud's possession, leaving his hands empty - empty with the exception of Leon's knees, of course, crushing them.

[How the fuck did he manage that?!]

The blonde's face contorted uncomfortably as his wing was crushed beneath him, their bones surprisingly resilient under the weight of both men. Cloud couldn't place the look on the scarred one's face, expression somewhere between victorious and… something else…

[What the hell?!] Cloud struggled, but was still unable to move.

"Leon, what the fuck?! Get off of me!!" The other man didn't move.

"I win."

"Win what?! I thought we were just sparring!"

Leon blinked and shook his head. At once his face returned to its usual expression. "We are," he said, voice slightly shaken. "I just wanted to… see if you could get out of this," he finished, pausing between words.

The blonde growled, jerking under the taller one. "This shit won't happen in the tournament!!"

"So? Get out of it." Leon's breathing had quickened considerably since he had forced the other man into such a submissive position. Thoughts of the blonde under him crept into his mind, quickly pushed aside after he reminded himself it was only from victory.

"If you can," Leon taunted with a smirk, leaning on the gunblade.

Cloud snarled, heaving his body upward. Leon was heavy, as evidenced from the weight pressing onto the sword at his chest and hands, the brunette's thighs preventing movement.

Curling his fingers, Cloud quickly located a pressure point on the other man's knee and squeezed. The brunette almost laughed at the near indescribable tickling pain the move brought from near his kneecap. The odd sensation shot through his leg, the feeling numbing it. On instinct, Leon shifted in attempt to restore feeling to his limb.

On instinct, Cloud took the opportunity to thrust his hips up and throw the other man off of him.

Leon's eyes flew open as Cloud's smaller body made contact with his own. His cheeks flushed as the blonde repeated the move, causing him to scramble backwards and off the other man. Both warriors got up, Cloud quickly snatching his sword and whirling around, blade ready to attack the other man.

"That was a dirty fucking move," he spat, glowing blue eyes narrowed angrily. "Why the FUCK did you DO that?!"

Leon didn't respond as the smaller man leapt forward, attacking him viciously. The flurry of blows were almost too much for the ex-SeeD to handle, nearly getting sliced into more than once, Cloud moving in faster than he anticipated.

But as Cloud seemed to slacken his attacks, Leon took the opportunity to once again take up the offense, grunting with every fierce swing of his own blade.

Cloud reverted to defense, the brunette now more relentless than he himself had been. All too soon he found his back pressed up against one of the slick cave walls. He had no room to maneuver his sword, and Leon was well aware of that fact.

With one heavy swing, the older man knocked the sword from the other's hands. A sharp noise rang out as the Buster hit the stone floor and slid away.

The blonde blinked down at his empty hands, not noticing Leon discarding his own weapon. Cloud let out a grunt as the older man's hands grabbed onto his wrists and pinned them to his sides, his whole weight pressed into Cloud's body. Bright blue eyes looked up to see Leon's greyish ones mere inches from his own.

"Let's see you get out of this one," he said. His breath came in hot puffs on Cloud's cheek, and all too soon Cloud realized how close their bodies actually were together and his face burned a furious shade of crimson. Leather moved on leather as Leon shifted, bringing an unbidden whimper from the blonde.

[Oh, shit… what the fuck?!]

"Leon," Cloud started, "move…"

Leon stayed where he was, eyes boring into Cloud's. The blonde's breath hitched in his throat and he swallowed hard, an all-too familiar feeling welling up in his lower stomach. The way Leon was looking at him…

[Please move…]

"Well? What are you going to do now, Strife?" Leon's voice was more of a low growl from the base of his throat, arousing Cloud even more. The older man was being damn forceful with him and he had no choice but to be so submissive in the close proximity…

[Why are you doing this, Leon…,] the small blonde's thought whimpered pathetically, realizing the older man's face was deadly close to his own. He couldn't deny that Leon very much looked like he wanted…

[Get away before I…]

Cloud's thoughts were cut off as his body finally betrayed him. Back lifted from the wall and Cloud leaned forward, pulling the older man into a kiss.

The hands on his wrists loosened just slightly, then tightened into an almost painful grip. Damned if aggression wasn't a turn-on, the blonde pressed his lips harder into the other man's, breathing labored through his nose. His eyes stayed clamped shut, tears nearly spilling from under his lids in embarrassment and anger at himself, but he found himself utterly unable to pull away.

Hands holding wrists clenched and relaxed with every short moment of the kiss, and Cloud noted that Leon's breathing almost as ragged and excited as his own. Soon enough the brunette pulled his head back, breaking the kiss and gasping for air. Leon stared at him, dazedly.

"Cloud…"

He started to stutter an apology before he was silenced, Leon leaning his body completely into him, full lips catching his own.

Cloud's eyes went wide and he tensed up with the realization, [holy… he's… kissing ME!!]

Using this fact as initiative, Cloud let instinct take over. He pushed himself into it, mouth parting over Leon's bottom lip. The viselike grip on his wrists tightened impossibly as a noise rumbled through the brunette's throat, arms coming up, placing them on either side of Cloud's head.

The blonde had a brief thought that Leon was going to break away again, but that idea was shot as the older man continued to kiss him. All common sense blew out the window as Cloud let his tongue slowly make its way towards the lip in his mouth, flicking lightly before running its way across, Leon's skin soft and velvety to his touch.

To Cloud's great surprise, Leon tilted his head downward, brown hair tickling both of their cheeks as he opened his mouth to the kiss. Almost greedily Cloud's tongue slipped in, sliding against everything it could - teeth, cheeks, the other man's own, warm and wet. Leon tasted like mint and something else, a taste he couldn't quite describe but knew that 'clean' was likely only word that could accurately portray it.

Cloud gave a hushed moan as the other's tongue tentatively found his own, Leon's hands finally moving from his bracelet-bound wrists to slide down his sides, finally settling on his waist.

Wasting no time, the blonde buried his unclawed hand into the shaggy mane of brown, bare fingers curling themselves into the soft, thick hair.

Leon pulled Cloud closer to his body, disregarding the armor digging into him, kissing back more urgently than before. The blonde held the older man's head in place, both of them desperately in need of air but denying themselves of it, too enrapt in that connection they were both unwilling to stop.

The blonde groaned low in his throat, Leon running his hands up and down his sides. Cloud's clawed hand hung limply at his side, wanting to move but afraid the tips would cut the other man; not to mention his other was too busy reveling in the feel of Leon's hair to remove the glove.

Cloud tore his head away when the strain on his lungs became too great and the two greedily sucked in air. Caught by surprise, he felt Leon's lips on his again, the older man controlling the kiss, tongues tangling in a fit of passion. Cloud gasped as the other man's hand suddenly fell to cup his backside, squeezing the muscle underneath tight black leather.

Sure that the other was looking for more than just a kiss, Cloud lost all sense of self-control. It had been a very long time since he was last with anyone; and even though Leon wasn't Sephiroth, Cloud couldn't bring himself to care at the moment. The brunette wasn't resisting at all, instead silently urging Cloud on, just as needy as the mercenary himself.

He shoved Leon away from the wall, dragging the older man down to the ground and straddling his hips. Cloud hastily pushed the numerous belts up around the ex-SeeD's midsection and ground their groins together feverishly, earning surprised gasps and groans from the older man.

Leon's eyes were clamped shut, chest heaving, and Cloud smirked to himself at the brunette's newfound submission. It wasn't often he was on the top, but it seemed that if this was going where he hoped it was, Leon was clearly in no position to dominate just at that second… but, in all honesty, Cloud didn't really like to be on top, though he wasn't about to decline an opportunity. In his opinion, there was far too much work involved in the act. He preferred to be on the receiving end, simply working with the other party as he let the pleasure sink in, selfish as it was. Luckily for him, Sephiroth never once gave him a choice in the matter, so whether or not he wanted to be on the bottom back then was a moot point.

…but, maybe Leon wouldn't decline the chance to be inside him after…

The brunette tilted his head backwards, exposing his neck to Cloud's lips and tongue. Leon's cheeks were flushed, small beads of sweat pasting shaggy bangs on his forehead, hands clutching at unruly blonde spikes, hissing when Cloud found a particularly sensitive spot just underneath his ear. Attention was paid to that spot and Leon writhed as the blonde removed his clawed glove, both hands attacking the buttons and zipper of his pants.

The gloved hand pushed open the fly and Cloud slipped his fingers in, kneading the bare, hardening flesh underneath. Leon bit his lip, unable to control the moans that slipped from the very pit of his stomach as Cloud explored his body, the blonde's mouth alternating from sucking on the older man's throat to licking and nipping his ear.

His tight shirt was slip up as Cloud's bare hand found a nipple and massaged it, the chest underneath rising and falling quickly. [I'm so glad I'm able to multitask…,] Cloud thought humorlessly as Leon hissed his name.

Cloud went back to kissing the gunblade wielder's lips, tugging the man's pants down from his hips before taking the other man's erection into his hand again. Leon's mind was abuzz as he pulled Cloud's face away, simply resting their foreheads together, gritting his teeth as the mercenary watched his reactions.

The blonde greatly enjoyed the look on Leon's face. It was contorted with a sort of pleasured anger, eyes tightly shut, lips pulled across perfect white teeth… mad, and frustrated, but very much enjoying himself at the same time.

Leon gyrated his hips, attempting to get even more friction. His moans became louder and more frequent as Cloud pumped faster, tensing and relaxing his hand. Leon's grip on the blonde's hair loosened as he dropped his head back, resting it completely on the cold stone floor. Cloud smiled at the loss of inhibition. Still no signs Leon wanted him to stop…

Slowly, Cloud slid himself down the brunette's body, teasingly lapping at the exposed flesh of his abdomen before abruptly taking Leon into his mouth.

"Cloud!!"

Naked hips thrust up and Cloud pulled back, instinctively. Sephiroth had always done the same thing, after all, impatient for that final reward. In some ways his body was still used to the motion, brain alerting him that going down on someone was actually quite the choking hazard…

Pushing the inane thought aside, he held the older man's hips to the ground and worked Leon into a frenzy, the older man's rough breathing laced with unashamed moans, other pleasured noises slipping from his lips. From the corner of his eye, Cloud saw a black-gloved hand quickly make its way to Leon's mouth, the older man biting down hard to muffle a gasp.

Leon looked down, watching as the blonde head dipped down low. While he was no virgin, the former SeeD shakily noted that none of the girls he'd been with had ever been quite so into it as Cloud apparently was. And that fact would've been sort of funny, had the other man's tongue and hands not been bringing him to such unfathomable heights…

All too soon it was over.

Tensing, Leon bit his lip hard enough to draw blood, an inarticulate noise ringing through the damp cave, even managing to reverberate off thick stone walls - no doubt echoing up into Merlin's home. Cloud closed his eyes and swallowed hungrily; the brunette had tasted even better than he had imagined he would.

With a sigh he went back up, licking the cool metal of Leon's earring. The older man was left panting, head turned off to the side, jaw slackened. Cloud noted a small trickle of red seeped from Leon's lip, and by the dismissive attitude the brunette was giving the wound, it was obviously something Leon seemed unaware of.

Cloud tilted his head, eyelashes brushing the other's cheek, soft golden spikes trailing over their foreheads. "I want you to fuck me, Leon," he whispered pointedly, hot puffs of his breath washing over the older man's face.

Reality of what had happened hit the brunette suddenly, the words coming from that voice hitting his ear, and Cloud's unarmored leg hooking over his own. Blue-grey eyes shot wide open, Leon's entire body locking up as he took a wary, sidelong glance at the mercenary. "…what?"

"Fuck me," Cloud repeated, lips brushing against a tan, pierced ear.

Leon pushed the blonde away and got to his feet, hastily buttoning up his pants, head moving disapprovingly. "I told you before, I'm… I'm not a…," he mumbled, turning his back on Cloud. "No. I have to… get out of here…"

Cloud stared as the leather-clad man snatched his discarded gunblade off the floor, the weapon almost slipping from his shaking hands.

"…Cid. I… need to go… see Cid."

With that, the scarred one nearly ran out of the Secret Waterway, the hard heels of his boots clacking harshly on the stones, never sparing a look back at the dazed blonde.

Cloud absently wiped his mouth with the back of his hand after the angered footsteps faded out, frowning deeply.

[FUCK.]

His head dropped to his chest, fists pounding on the cave floor. "Fuck, fuck, FUCK."

He sighed heavily, kicking himself mentally for what he did. Of course Leon had told him he was straight, he remembered, but…

[But he KISSED ME…,] came the pathetic thought, [he kissed me after I kissed him but gods, Leon, if you're so fucking straight then don't… KISS me…]

Cloud snarled at himself, grabbing a nearby rock and throwing it as hard as he could into the darkness of the cave. "How the fuck was I supposed to know you didn't want that… you could have stoppedme!" the blonde shouted, angered, embarrassed tears springing into his eyes.

[What am I supposed to do now?!] he asked himself, face buried in his hands. [He ran away from me… so where am I supposed to stay?! And… fuck… I need to find Sephiroth… oh, gods… Seph…]

Cloud was extremely ashamed of himself, felt stupid for letting something like that happen, was mad at Leon for leading him on… and Sephiroth for not being there.

Determinedly, Cloud stood up and scowled as he took his weapon, ready to absolutely demolish any Heartless that decided to show its face.

----------------------

A/N: Chapter revised 7/11/04, 1200 words…

That was completely unplanned lime. COMPLETELY. I was just going to have them kiss, and it kinda… took off from there. Tee…

::drools at stylish, Anne Rice-like Vampire!Sephiroth:: God, that's sexy. ::imagines Seph and Lestat together… melts:: Wouldn't that be a gorgeous picture? Mm-mm. But no, VC fiction isn't allowed. Bah.

Gasp! Another Sephiroth fight scene-y thing! ::smacks forehead on desk:: That's what… four for him thus far? Five? ::rolls eyes at self::