Disclaimer: I don't own Final Fantasy 7 or any of its characters etc.

However Sabaron, Tarria, Arenia, Resta and Dr. Evorne are my own original characters.

AN – Sorry it has been so long since I last updated this fic. However I have finally gotten round to putting up the next chapter. I hope you enjoy it.

Chapter 15: Back up

Red XIII closed his eyes, waiting for the pain that was sure to follow, as the mace was swung down. However there was no pain; Resta's mace hadn't made contact with his body, but why not? Red XIII opened his eyes and stared up at Resta. She was towering over him, but instead of her mace being in her hand it was lying on the floor a short distance away from where Red XIII was lying.

Resta was clutching the lower half of her right arm, which had a rather nasty cut on it that was bleeding. She was glaring over at the door of the underground base. Red XIII glanced over at the door to see who had just saved his life. Standing in the doorway was Barrett, who was holding a folder in his hand, and Yuffie, who caught her Conformer as it came racing back into her hand.

"Didn't anyone ever tell you not to pick on defenceless animals?" Yuffie asked, in a joking sort of tone.

Red XIII frowned at the animal comment, but he was grateful, none the less, for her saving his life. Resta, on the other hand, looked absolutely furious.

"You want to come over here and stop me?" she growled, as she quickly bent down and grabbed her mace.

"Sure, but don't expect me to go easy on you."

With that Yuffie did a flip through the air and landed directly between Resta and Red XIII, her Conformer at the ready. Red XIII quickly clambered to his feet.

"Thanks Yuffie."

Yuffie gave him a quick nod before setting herself in a battle stance. Red XIII gave one last look at Yuffie before racing over to battle Arenia; after all it had been her who had hit him with that Bolt 3 spell. Meanwhile Cid was still duelling against Tarria and Barrett was trading bullets with Sabaron.

Cid was grateful for Yuffie's and Barrett's sudden appearance in the battle. Their appearance meant that he wouldn't have to worry about being hit by spells and bullets because Sabaron was being occupied by Barrett, and Arenia now had her hands full with Red XIII. Cid felt his lips pull into a smirk as a new wave of determination filled him. He started attacking Tarria with a new strength, finally forcing her to go on the defensive.

Yuffie had the upper hand in her battle as she didn't have to get close to Resta to be able to strike her. Resta, however, had to try and get close to Yuffie if she wanted to be able to attack her. Once again Yuffie leapt out of Resta's reach, throwing her Conformer as she did so. Resta only just managed to dodge it. She let out a low growl; she was getting seriously annoyed with this spunky teenager.

"Why don't you just stand still and fight like a man?"

"One because I'm not a man, I'm a girl, and two because that would make it easier for you to hit me," Yuffie replied with a smile. With that Yuffie flung her Conformer again.

Meanwhile Barrett and Sabaron were evenly matched. They were both managing to dodge the other's bullets and neither was able to get the upper hand. Barrett had a look of grim determination on his face, whereas Sabaron was openly smiling. Even though he was no closer to winning this battle than Barrett was, fighting was what he lived for and he could feel the excitement and adrenaline that accompanied every battle fill him. He was definitely enjoying himself.

Red XIII slashed Arenia's hand as she raised it to cast another spell. She clutched her left hand to her chest, hissing slightly at the pain that accompanied the strike. Sweat slid down her face, not just because she was getting tired, but also because she was now getting rather nervous. Arenia wasn't that good at close fighting; her strength came from standing out of people's reach whilst she cast her spells. Red XIII had noticed this and was making sure he kept her on the defensive without leaving her any room to cast any spells. It was becoming clear that Red XIII would most likely win this battle.

Suddenly Red XIII saw the opening he needed. Quick as a flash he latched his jaws onto Arenia's ankle, causing her to scream in pain and collapse to the floor. As soon as she was down, Red XIII released her ankle and raised a paw, with sharp claws, to her neck.

"I suggest you stay down," he growled.

Arenia's eyes were full of fear and she nodded slowly; knowing that if she did move the lion-like beast in front of her would strike.

Yuffie was also besting her opponent. No matter how hard Resta tried she couldn't get close enough to attack Yuffie. This angered her greatly and because of her anger she was starting to get sloppy. She was now so focused on trying to hit Yuffie that she was no longer even attempting to dodge the Conformer. Because of this, Yuffie's Conformer was striking her more and more often. Resta had numerous cuts on her arms, chest and legs and it was obvious that Yuffie was going to win this battle.

After fifteen more minutes, in which Resta continued to unsuccessfully attack Yuffie, Yuffie found the opening she needed to end the battle. She threw her Conformer at Resta's right arm, just as Resta raised her mace. The Conformer made contact with Resta's skin, causing her to once again drop her mace. With lightening speed Yuffie darted to the mace and grabbed it, leaving Resta completely un-armed . She then darted behind Resta and whacked the back of her neck with her hand, effectively knocking her unconscious.

Not long after, Cid managed to disarm Tarria. As she had been about to strike him he had brought his spear up to hit her right wrist. Her right hand let go of her spear, in shock. Because she was now only holding her spear in her left hand she was unable to keep it balanced, so Cid grabbed it and with a quick kick to Tarria's stomach, forced her to let go of the spear completely. Once he had her spear he threw it far away, so that she wouldn't be able to reach it and pointed his own spear directly at her chest.

Sabaron noticed that his team members were down.

"This fights over," he stated calmly, lowering his gun to his side.

Barrett didn't trust the man, so he kept his gun arm up; however he stopped firing bullets. Sabaron calmly holstered his gun and strolled over to Resta's unconscious form, his trench coat flapping at his feet. He bent down and hoisted Resta onto his shoulder then he turned to his other two team mates.

"Tarria, Arenia, we're leaving come on."

Very cautiously Cid and Red XIII stepped away from their team mates. Tarria walked slowly over to her spear and picked it up, whilst Arenia started to walk away. Tarria soon joined her, but Sabaron stayed behind to address the AVALANCHE members one last time.

"I must admit you are better fighters than I thought you would be, but then again what else could I expect from the people who defeated Sephiroth. Until next we meet."

With that he followed his team mates back inside the base. After they had gone inside silence filled the air. It was finally broken by Cid.

"£%$, I think I need a cigarette," he said, pulling a cigarette out of it's packet and lighting it.

"Care to tell us who they were?" Barrett asked, still looking over at the door through which The Shadows had gone.

"I'll tell you on the way back to Cid's," Red XIII stated.

Barrett made sure that nothing had fallen out of the folder he had been carrying and then together Cid, Yuffie, Red XIII and Barrett headed back to Rocket Town to wait for the others.

AN – What do you think? I hoped you enjoyed it. I have only one more thing to say. REVIEW!!!!!!!