Whew, after that four chapters in four days spree, I don't think AFI will be updated that quickly ever again. Sorry. Anyways I'm still very thankful for my reviewers, especially the ones that keep on reviewing, many many many many thanks! It gives me hope for this story. This chapter is long, so get to reading it, and review!

Cloud followed Zack down to the first floor, and realized that he had actually only been there once- the day he arrived. He paused at the door leading out, still feeling uneasy about skipping.

Zack just gave him his trademark grin and said, "Don't worry about it, Cloud! Let's Mosey!" and grabbed his hand, pulling him out the door.

They managed to catch a train headed for the Sector 7 slums, getting on free after showing their ShinRa ID's. Apparently in Midgar, you could get away with a lot in the name of 'ShinRa'. Cloud had never been below the plate before, and as they descended, everything got steadily darker, even though at was only the afternoon. Cloud was sitting by Zack at a window, trying to calm his upset stomach.

"It's a good thing I didn't eat today..." He muttered.

Zack grinned at him, "You get motion sickness, huh?"

"Yeah... It's so dark down here." Cloud stated.

"Well, look up there at the Plate." Zack said, pointing upwards out the window, "A floating city...pretty unsettling scenery."

Cloud looked and shrugged, but the things rushing by caused him to turn away and hold his stomach.

They finally arrived at a beaten down station in the Sector 7 slums and Cloud got off in relief and just stood there holding his stomach. Zack laughed at him and asked where he wanted to go. Cloud shrugged, finally fighting off his wave of nausea. Zack looked around and said, "Well, there's not much to do here, unless you want to train, but I think we'll have plenty of that coming. I'll take you to wall market in Sector 6. They've got a bunch of shops and stuff that are sometimes worth checking out."

Allowing himself to be lead, he followed Zack to a big gate. There, Zack pulled out his ShinRa ID again and showed it to the man standing at the gate. The guard nodded and pulled a lever which opened the big gate. After passing through it, Zack took Cloud aside and told him something. "From now on, don't tell anyone or even let on that you're from ShinRa, got it?"

"Why?" Cloud asked, confused.

Zack laughed humorlessly, "People down here don't have a liking for ShinRa. It's the reason they're here living a tough life, and If you were to mention that you worked at ShinRa... Well, let's just say I don't want to carry you back to HQ in separate pieces."

"Is it that bad?" Cloud asked, shocked.

"Worse. There are terrorist groups everywhere. SOLDIER usually puts down any uprisings, but Planet help whoever comes down here alone bragging that they're from ShinRa." Zack told him, "We shouldn't have any more trouble than normal people, since we aren't in SOLDIER and thus don't have to wear their uniform. Though if we do happen to get into something dangerous, you'd better let me handle it. The only reason I failed the SOLDIER tests was lack of focus, not skill. I can't seem to do very well unless it's actually real. SOLDIER tests I know are staged, so I can't really take them seriously and I lose focus. Plus I suck at written tests as well." He shrugged.

Cloud just nodded, and became slightly wary. He also realized that he had never seen Zack fight before, and wondered if Zack's recent statement was true.

They walked a ways to their left and turned. Cloud's eyes were suddenly assaulted with bright lights, sounds, and smells. "Whoa..." he commented, staring at Wall Market with wide eyes.

"Yeah. You've never been to a place like this, have you? Just small town Nibelheim and upper Midgar. Welcome to the lowlife of the city!" Zack said, spreading his arms wide. "If that's your reaction to just this place, I should take you to Golden Saucer sometime. I'll guarantee that your eyes will fall out at the sight of it." He laughed.

Cloud just nodded in awe, and Zack pulled him right into the middle of it all, looking around. "Hmm, where to go..." he said, a thoughtful look on his face, and though it was mean of Cloud to think it, he thought that that look was entirely out of place on Zack's face.

A bright splash of pink and music caught his attention, and he pointed it out to Zack, asking, "What's that?

Zack raised an eyebrow at Cloud, "That's Honeybee Inn, the local brothel."

Cloud gave him a look that managed to incorporate his shock and suspiciousness of how Zack knew that.

"Hey! I've never been in there, really!" He explained to Cloud's disbelieving look, and then smirked, "Girls just aren't my thing right now, and if you hadn't noticed that yet, you're denser than I thought. Perhaps I should educate you some more."

His face reddening suddenly, he shook his head in embarrassment, fishing around for something to say. Thankfully, Zack was the one to change the subject, "How about we get something to eat, since we missed breakfast and lunch already."

Cloud nodded thankfully, the blush draining from his face, and followed Zack through a maze of people to a small restaurant. As they sat down Zack told him, "I would've taken you to the bar, since there's more room there and their food's a bit better, but since legal age in Midgar is 16, and you're only 15...well, I would've snuck you in anyway, but truthfully, with your build you might as well be 12." He shrugged in apology.

Cloud would have been offended, but it was true. He'd always looked young for his age, partly because he was short. The other part really was his body structure. He was very slim, so much so that he had an almost girlish figure and even though he did have muscles, they didn't show. He figured that even if he worked out his entire life, he'd never become one of those people whose muscles stood out. He shrugged back at Zack as a person came over to take their orders.

They both said what they wanted, and the person told them that they pay first in this place, so Cloud started rummaging in his pocket, looking for his gil purse. Zack put his hand on Cloud's and said, "Don't worry about it, I'll pay."

"But..."

"Really, today's outing is my treat." Zack told him and handed over the gil.

"Well...thanks." Cloud told him.

They were handed their food, and upon seeing and smelling it, Cloud's hunger kicked in at full speed, and he dug into it happily. Zack laughed at him as he ate his own. After taking just one bite, Cloud almost moaned in happiness, "This is sooo much better than Shin"
Upon seeing Zack's look of warning, he revised his statement, "...better than what we usually eat."

They continued eating in relative silence, and finished quickly because of their recent hunger. Afterwards, they left the small building and Zack pointed to the one across the street. "Hey, Cloud, maybe we should get you a dress! You could actually pull off a girl pretty well..." He said, looking him over with a smirk.

Cloud gave him a mock glare and replied with, "I thought you said girls weren't your thing?"

"I could always revise that if a pretty one came around, and you would make a very pretty girl." Zack told him with a grin.

Cloud punched him lightly in the arm and said, "Whatever, you whore."

"Hey! I am not! My services are free and of my choosing." Zack told him with a fake hurt look.

Cloud just shook his head and said, "Well, I promise you I will never wear a dress- especially not from that shop."

They found themselves visiting a few weapons, materia, and items shops, but they didn't buy anything. As they were leaving the shop, a man walked up to them, Cloud specifically and said, "Hey, you're a pretty little thing, how about you come and join me at my house?" He put a hand on Cloud's shoulder suggestively.

Cloud tried to brush his hand off by turning, but the grip just tightened, "No, I don't think so." He tried to say bravely, but his voice shook just a bit.

The man started pulling him closer and Zack stepped forward, looking the man straight in the face, though he was a bit shorter. "Hey, he's taken."

The man laughed at him, "Oh really? Sorry to burst your little bubble, but this one is coming with me."

Zack's face hardened into a glare, a true one. It was an expression Cloud had never seen before. "I'm warning you now..."

Cloud tried to pull away again, but the grip just tightened more, hurting his shoulder and he winced. The man glared back at Zack, obviously dismissing him as a threat. "Warning me? Of what? I think I should be the one warning you. You'd better leave, little boy, or you might not be able to."

Zack snapped, and his fist flew forward to the man's face, but the man blocked it with his other arm. What he didn't notice was Zack's leg coming in for a kick, his foot slamming into the man's stomach.

He grunted and glared more menacingly. Then he tossed Cloud away with almost no thought, his attention focused on Zack. Cloud was surprised at the strength put into the toss as he landed some feet away, most of the impact falling on the same shoulder the man had been holding him by and he grunted in pain.

He looked up in time to see the man throwing a punch back at Zack's face. Zack dodged it and punched again at the man's jaw, this time it connected. The man roared and kicked back at him. Zack's dodge was a hair to slow and it grazed his right hip. Even though it wasn't the full force that hit him, Cloud could see a flash of pain on Zack's face, as he took the slight pause the man made to get his balance back to punch him quickly in the stomach and full on the face.

Cloud still hadn't bother to get up from the spot where he landed and heard the sickening crack of the bone breaking in the man's nose, but the man reacted quickly and before Zack had the chance to move back out of range, a fist hit him in the cheek. Cloud was surprised to see blood on Zack's face, until he saw that the man was wearing a ring, and realized that the blow must have given it enough force to break the skin.

As if the feeling of blood running down his cheek gave Zack and extra burst of power and speed, he threw himself at the man with frightening intensity that must have stunned not only Cloud, but the man as well. Finally with one last burst of energy, Zack's boot connected with the side of his head and the man slumped and fell over. Cloud just looked at him, shocked.

Zack turned to Cloud, breathing heavily and smiled, "I told you I'd handle things. Are you all right?" He bent down to Cloud on the ground.

Cloud nodded and replied, still dazed at the display of power he'd seen from Zack, "Yeah...I'm fine. My shoulder might be bruised...but you're bleeding!"

Zack shrugged and helped Cloud up, "Yeah, well I suppose that's what I get for holding back."

"You were holding back?" Cloud asked, if possible even more shocked than before, as he grabbed the handkerchief his mom told him to always carry from his pocket and wiping the blood from Zack's face.

"Well, I didn't want to kill him." Zack said, allowing Cloud to tend to his wound.

After the blood was mostly gone, Cloud could see that it wasn't as bad as he thought, though it had started to bruise. "Um...thank you." He said quietly.

"It was no problem. When a friend's in trouble, I gotta protect 'em. Even more so if they're a lover." Zack said with his usual smirk.

Cloud could feel himself blushing, and put the handkerchief away, satisfied that the cut had already started scabbing over. "Well, you didn't have to fight him for me, and I'm very grateful, and sorry that I got you into it." he said, looking at the ground.

Zack put his hand on Cloud's chin and lifted it so that Cloud was looking at him. "Like I said, don't worry about it." He then kissed him softly.

Cloud wanted nothing more than to continue kissing him like that and more- if they weren't in a very public place, so he pulled away, his face very red and said, "So, um...where to next?"

Zack understood and told him, "Well, we've pretty much exhausted the possibilities of this place- well, at least any worth exhausting. We've still got some time before dinner, how about we go see what there is to see a Sector 5, unless you wanna go back. Cloud shook his head. Maybe the air in the ShinRa building was cleaner, but everything was so uniform there. Here, everything seemed to carry it's own style, even if it was rundown. He wasn't really relishing the idea of going back to ShinRa HQ just yet.

"Alright, then!" Zack said, grabbing his hand, leading a rather embarrassed Cloud through Sector 6 and on to Sector 5. They did get in a few battles, though none were difficult and Zack took care of them mostly, though Cloud did his share of kicking and throwing rubble. Sector 5 was more rundown than any of the others he had seen and they wandered through there, slightly depressed for these people, and thinking on how lucky they had been. Still, the people here seemed to have more pride in everything and maybe even genuinely happy. They soon found themselves near a church that seemed in slight disrepair, yet sturdy, like most of the other buildings.

The door of the church opened and a girl that seemed about Zack's age stepped out, her hair was up in a twisted ponytail and she wore a pink dress. The basket on her arm held a variety of flowers. Zack watched her closely as she gracefully stepped out and started walking towards them. Cloud watched Zack walked forward to her and say, "Well, hello. What would a pretty flower be doing in slums like these?"

Cloud couldn't help but smirk slightly. Apparently, this was one of those girls he could revise his liking for. The girl smiled at him, "Do you like them? They're only a gil."

Cloud could see Zack smile back at her, and he purposefully kept his distance from them. He knew he could be feeling jealous right now, but he wasn't in any way. He was just amused. Zack let his natural charisma and flirtatiousness shine through him as he told her, "I was talking about you, but if they are only a gil, I suppose I'll take two."

Her cheeks took on a slight pink glow and she asked, "Which two would you like?"

He didn't even look at the flowers as he asked in return, "Which do you like the most?"

"Oh, well...I recommend these purple ones, but you're the one buying." She said fingering flowers that had a pure white center which faded to purple at the edges.

"I'll take two of those then." He said, and she handed the flowers to him. Zack placed a 25 gil coin in her hand.

She looked at it, surprised, "What's all this?"

"It's for the sight of you. Well, I hope to see you, later..." He left it hanging questioningly.

"Aeris." She supplied.

"I'm Zack. This is for you, Aeris." he handed her one of the flowers.

She took it and smiled at him, "But you just bought it from me."

"And now I'm giving it to you. See you around, Aeris." He turned away, back to Cloud.

"Thank you, Zack." She called as he and Cloud walked away.

They got out of her sight and Cloud couldn't help but start laughing. Zack gave him a hurt look, "Hey, what's so funny?"

"You." Cloud replied, still laughing slightly.

"Hey, I was just exercising my charm." Zack told him, looking away and crossing his arms. "I still think you're as hot as ever, especially-"

He was cut off by the sound of yelling and gunshots. Cloud looked around, trying to pinpoint the sounds. Zack looked worried, "Sound's like a rebellion, we'd better go." He tugged on Cloud's sleeve.

Cloud however, stood firm as a commanding voice rang over the sound of struggles, "We give you one last warning before we start showing no mercy. Turn yourselves over, AVALANCHE, if you wish to remain alive." it said coldly.

Cloud gasped. He had heard that voice once before. It had said his name at the medical floor of ShinRa. "Sephiroth..." He whispered quietly.

Zack nodded at him, "This is really bad, especially if they had to bring General Sephiroth out here. And AVALANCHE too... We need to hide somewhere, NOW!"

The urgency in his voice snapped Cloud out of his remembering, and he let Zack pull him behind a building that really looked unused. They crouched as unseeming as they could in the shadows.

Soon Sephiroth's voice came again, louder than before, "We have given you warning, now ShinRa will show you no mercy." It had such a tone of finality to it that Cloud shuddered in fear, even though it was not directed at him. Louder gunshots echoed, as well as screaming. It all seemed frighteningly close. Then they saw someone bloody run past their spot of hiding and just second's later was cut down by a long silver blade.

Cloud felt arms around him and realized that he was shivering in fear. He leaned into Zack as the person on the other end of the sword stepped into view. Sephiroth's presence was tinged with a cold, casual aura, as if he were utterly bored with the whole thing. A SOLDIER stepped up to him and saluted, whispering something and then running back to the main commotion, hefting an evil-looking gun. Apparently Sephiroth was there to stop any survivors, as another person ran by, just to get caught by Sephiroth's unforgiving blade, spilling their body fluids on the ground. The way Sephiroth had just cut them down-just one almost casual swish of his blade, was completely uncaring and effortless.

Cloud couldn't stand it anymore, and he leaned sideways to throw up. When he was done, Zack held him even tighter. Looking back up, he found his eyes meet Sephiroth's disapproving ones and the fear took hold of him even tighter. Sephiroth knew they were there.

Sephiroth was the one to look away this time, as the firing stopped. He walked forward out of their view and they could hear a SOLDIER giving him a casualty report. Then there was the sound of a few people walking away, and everything was silent for a while.

Cloud buried his head in Zack's shoulder, wrapping his own arms around him. He breathed deeply, trying to calm himself down.

One of Zack's hand's brushed his hair, "Hey, Cloud? You all right?"

Cloud took another deep breath and nodded, "Yeah...I'll be alright. It was...just..."

"That's the first time you saw somebody killed, right?" Zack supplied.

Cloud nodded again, and pulled away from Zack, "And Sephiroth...he, just..."

"Yeah, now do you know why he's the best? He's just...ruthless..." Zack said quietly. "You gonna be okay? We should get out of here and back to HQ before the cleanup crew gets here."

He let Zack take his hand and lead him back through Sectors 6 and 7, and he avoided glancing at any of the many corpses littering the ground.

The train ride back didn't help at all, but he didn't throw up since he had already done it and there wasn't anything left in his stomach. He followed Zack silently to wherever he lead and soon realized his surroundings when he saw the familiar elevator. It reminded him of the time he rode that same elevator with Sephiroth.

This time however, he noticed another elevator door on the other side of the room and he couldn't help but ask, "What's that elevator for?"

Zack looked at it, "Oh, that's the keycard only express elevator. It only goes to floors above 50, which may explain why you hadn't seen it before. It's really something. It's got glass walls so you can see all of Midgar from it, though it is creepy when you think that it's only a bunch of flimsy glass separating you and a long fall... Anyway, you up for some dinner?" Zack asked him as they rode the regular elevator.

Cloud shrugged and they went to the mess hall anyway. Cloud got his food and sat down with Zack, though his stomach told him not to even think about food, so he didn't eat it.

"Cloud!" called a voice, and Seymour sat down by him. "Where were you today?" he asked.

Cloud's face reddened as he tried to think of something to say, "I...uh, Zack and I decided to skip today and visit Midgar." he said somewhat truthfully.

Thankfully, Seymour decided to accept that. "Well, I missed you..." he said and then looked closely at Cloud, "Are you alright?"

Cloud decided that he could tell Seymour at least part of their day, "Yeah, I think so. It's just, when we were in Sector 5, one of the rebel groups were...put down by ShinRa."

"Ah, I get it. Those are never very pretty...I've seen a lot, considering I used to live around areas where they were frequent. You alright?"

"Yeah, I'm fine, just a bit queasy." Cloud said, and then asked, "Seymour...what was it like living there?"

Seymour's eyes took on a haunted yet longing look. "Well... It was difficult I suppose. You had to work to keep living, yet it made you appreciate life more, you know? Even with the small bit of financial support from Rufus, things were still difficult. I got used to living on two or even just one meal a day... I'm kinda worried that even if I do manage to get out of here, I won't be able to go back to living like that. There were only a few choices for jobs, unless you got really lucky." He told Cloud, looking at the ground.

"Oh...I'm sorry." Cloud told him, not really knowing what else to say.

Seymour just shrugged and stood up, "I'm gonna head up to my room."

Cloud stood up as well, "I'll come with you if you don't mind." When Seymour nodded his assent, Cloud turned to Zack and said, "See you later, kay?"

Zack nodded, deciding to let them go by themselves.

When they reached the elevator, Cloud finally asked the question he had been wanting to, but not knowing if he should pry more, "What did you do for money?"

Seymour smiled wryly, "I knew that question was coming." He looked down at his feet as the rode the elevator and answered, "Well...my mom wasn't the only prostitute in our family..." he said quietly.

Cloud blinked at him, shocked, "You mean..."

Seymour looked at him, his eyes hardening. "Yeah. Look, go ahead and go on about how could I do that, and what was my problem and how can you be friends with a whore and-"

He was cut off by a pair of arms bringing him into a tight hug and a sympathetic voice saying, "I'm so sorry, Seymour. I had no idea...I shouldn't have asked. I'm so sorry, is there anything I can do...or...or anything?" Cloud looked up at his friend whom he was hugging, surprised to see tears running down his face. "What's wrong? Was it something I said? I'm sorry...I..."

Seymour looked down at his friend and smiled through his tears, hugging Cloud back, "Nothing's wrong, Cloud. I...thanks so much for not...well, you know..."

"Running away screaming? With a roommate like mine, did you really think I'd be that sensitive to that sort of thing?" Cloud asked him, breaking away from the hug. "You sure you're okay?"

The elevator opened and they stepped out. "Yeah, I'm fine." Seymour replied. He had stopped crying and was just smiling at Cloud. "You're a really...special, person, you know that? Thanks for being my friend."

Cloud grinned at him, something he had affected from Zack, "No problem."

They got to 'B' and Cloud stepped into the left hallway. "Bye, Seymour, I'll see you tomorrow."

"Yeah... Hey, Cloud?" Seymour asked.

"Huh?"

Seymour stepped forward to wrap him in a tight hug and said, "Thanks again. Goodnight." Cloud was surprised by the hug, but he was even more so as he felt Seymour's breath on his neck and the same shivers that he got from Zack.

Seymour let go and walked off, leaving Cloud to mutter "Goodnight." back quietly.

Cloud went to bed, thinking that although he had slept through half of it, this day had been one of the longest he'd had.

I know, I put waaay to many game references in here, but I'm replaying the game right now for ideas, and some of the things Cloud says just aren't very Cloud-like, so I'm foreshadowing here of Cloud getting Zack's memories. I mean, 'Let's mosey!' is just screaming, ZACK, no? And when Barret points out the plate, and Cloud says, 'A floating city...pretty unsettling scenery.' Barret tells him that it wasn't something he'd expect someone like Cloud to say, and thus, Zack! And I'm not really sure how a motion-sick person would act, considering I don't get motion-sickness. Yeah, lucky me, I can read in a car, boat, probably even a roller coaster and be just fine. I do get headaches sometimes, but no nausea. Okay, now I'm just babbling, so REVIEW! That little button that tells you to submit a review? Yeah, it's talking to you.