Here's chapter 3! Now the fun begins!

Pairings: Sephiroth/Zack/Cloud

Warnings: Yaoi, Sex (in later chapters), possible language and violence

Disclaimer: yada yada of course I don't own them

**********

Chapter 3 - Breakdown

As the men had reached the building, Sephiroth realized he had been too busy to stock his hotel kitchen as he usually did. So they had ended up at Zack's room. Cloud was accustomed to Zack's appetite and his schedule had allowed him to fill the fridge with plenty of ingredients.

The meal was delicious and all three men stuffed themselves until they could hardly move. Sephiroth had kept close watch on the first class SOLDIER, finally noticing the little gestures, silent moments, and withdrawn looks that Zack so desperately tried to hide from everyone. Cloud had been his normal, quiet self, only speaking when necessary. Zack chatted as if nothing was wrong, even when they had finally found a movie on the TV for all of them to watch.

It didn't take long for the food and stress of the day to take its toll on the blonde. His head resting on his lover's shoulder, he had been lulled to sleep by the rumbling of Zack's speech which vibrated against his ear. Spiky blond locks gently fell around his face, swaying lightly with each exhaled breath.

"I see that your Chocobo has fallen asleep," Sephiroth stated. A low grumble could be heard from the cadet as he shifted in his sleep. Both older men had to stifle a laugh, fearing they would wake him.

"He has had a long day, getting sick on the way here and his training has been tough…Probably should have taken him to his room to crash after dinner," the SOLDIER ran his hand through the soft blonde hair.

"He has had more on his mind than even that,"

Zack glanced questioningly at the silver haired man on his left, "What do you mean?"

"Cloud is worried about you. So am I,"

The SOLDIER tensed then shrugged, "I'm fine," he replied in a neutral tone but he could not hold the General's stare. Instead he watched the breathing of the sleeping man leaning against him.

"No you are not," Sephiroth firmly said, "Had I not been so absorbed in my own world perhaps I could have seen what was so plainly and painfully obvious to even one without mako enhanced eyes."

Zack's face fell, eyes darting around the room, his breathing coming in short gasps, "Please I don't want to talk about it," he responded through clenched teeth.

The General watched as his friend tried to hold on, tried not to fall apart, "Zack… you will feel better if you talk…. I'm your friend, let me help you."

"I don't need any help!" the younger man shouted. The blonde stirred restlessly against his shoulder, he glanced to his right to make sure he had not woke Cloud then hissed through his teeth, " I am perfectly fine and if there was something I can do it on my own."

Sephiroth knew this could only get worse before it could get better so he pushed on, "You don't have to do it on your own. Cloud will be here…and so will I."

Zack's anger overruled his brain, "I need neither of you."

A fist connected with Zack's jaw and Sephiroth seethed in anger as he stood. The sudden, swift motion of his "pillow" flying from under his head caused Cloud to groggily wake up. He sat dumbfounded, completely confused by what was going on.

"You should be lucky people care about you so much, that you have someone to comfort you through the hard times! You have no idea how lucky you are. I can't believe you treat Cloud's feelings with such disregard! Do you even care how he feels or what he does, all for you?"

As Sephiroth finished, Zack's rage built and he launched himself at the much larger man, fists flying. The General took the blows, they stung but the man wasn't trying to hurt him, it was a vent for his anger.

"Don't you dare say I don't care about Cloud! I love him more than I can express! He and you are all I have left!" Zack's eyes snapped out of their foggy haze as the words he said sunk in. He glanced in horror at the fists that moments before had been punching his friend and then looked into the emerald eyes that were caring, not angry.

"Oh Gaia…" the SOLDIER crumpled to his knees, tears streaming down his face. Cloud immediately rushed to his lover's side. Sephiroth was closer and quicker though. He cradled the man in his arms as Zack couldn't control the flood of emotions that escaped from his body, "He's gone… gone Seph! And I can't bring him back…"

"I know," was all the General said as he stroked the soft spiky black hair.

"And it's my fault! What happened… I-I had… to… and then…"

"Look at me," Sephiroth demanded and Zack obeyed, "Nothing was your fault, you just did what you had to do. No one blames you, I don't blame you." The raven haired man's eyes showed how much he needed to hear the words from the General. He needed to know that Angeal's best friend did not blame him for the man's death.

The silver haired man hugged the distraught form in his arms, "Had Angeal asked me to do it, I would have, just like you did. It was what he wanted. I would have honored that." Sobs no longer choked Zack, but the rivers of tears still flowed down the tan cheeks. "Don't hold your feelings in anymore, bottling them up like this. Cloud and I will be here for you… always… but you have to let us in to help, do you understand?"

Zack nodded and was even able to get a small grin across his face.

"… I miss him too. He was an important part of both our lives," Sephiroth's emerald eyes swirled as he fought the emotions that tried to surface as he thought of Angeal.

Zack gasped as the barriers that blocked Sephiroth from the rest of the world were broken down and he saw the pain the General had been hiding. "We have both been locking our feelings away…" Zack whispered. Green eyes met violet as they shared a bond of grieving.

Zack leaned up and captured the older man's lips. It was soft and delicate, testing to see how the other would react. Sephiroth hesitated then returned the emotion in the kiss before they pulled away to gain air, still staring in each other's eyes.

"That was hot," Cloud whispered from the floor next to them. He was hugging his knees to his chest, sapphire eyes sparkling.

Sephiroth's eyes grew larger as he realized what he had done, "Cloud, I… It just… I.."

With surprising speed, Cloud flung his arms around the General's neck. "Thank you for helping," he whispered softly before pulling back and blushing, unable to meet the emerald eyes of his commanding officer.

Sephiroth sat stunned for a few seconds before starting to get up, "I better go," he mumbled.

"No!" Zack yelped, clinging to the much larger man, "… stay… please?"

The General's eyes softened at the pleading, desperate tone of his first class. He hugged the tense, muscular form before his eyes drifted to the blonde next to him. Cloud nodded at his silent question, "Alright Zack. I'll stay."

"G-good" the raven haired man tried to happily reply but a tired yawn consumed him.

"Let's get you to bed," Cloud said softly as he gently rubbed circles with the palm of his hand across Zack's back.

"M-mm not sleepy," the SOLDIER murmured as his eyelids drifted downward only to snap back open.

Sephiroth rolled his eyes, "Sure you aren't." He picked up the smaller man easily. Shifting him so the lighter man could wrap his arms and legs around his waist and neck, taking some of the weight, he swore he heard Zack purr deep in his throat. It sent a rush of heat straight to his groin but he ignored it as he followed Cloud down the hall to the bedroom. He placed Zack in the middle of the large king sized bed. Pulling back to head to the couch in the main room, he felt a death grip on his wrist.

"Stay," the raven haired man demanded firmly, refusing to let his eyes close until he had an answer.

Sephiroth's whole body tensed and he glanced uncertainly at Cloud.

The blonde climbed into the bed and spooned up behind his lover. He kissed the back of Zack's neck, earning a mewl from the older man, "It's better just to give him what he wants… of course only if you want to."

The General was still unsure but he nodded, "I'll stay. But you'll have to let go so I can get more comfortable." The younger man let go of his wrist and he unbuckled the clasps on his long coat before removing it and placing it on the floor at his feet. His hearing, enhanced by the mako, could not miss the hitch in both men's breathing. Sitting down on the edge of the bed, he kicked off his boats and climbed under the covers. He had planned on staying near the edge, not knowing if Zack wanted to be touched or just needed his presence.

He got his answer as Zack scurried up to him, placing his head on his chest and a hand on his stomach. Sephiroth gasped and shivered at the touch. Cloud had followed his lover, pressing up against Zack's back, his arm wrapped around the man's waist.

Soon the two young men were sound asleep. Sephiroth stared at the perfect bodies next to him. He couldn't describe the intense new feeling washing through every cell of his body. He reached up and caressed the sun kissed skin of Zack's face, being careful not to touch Cloud. He knew this could not, would not last. Zack was grieving and needed someone close who knew Angeal, understood his pain. They would not want him in their relationship and he would not take advantage of Zack's feelings for him to interfere with Cloud. Wanting to remember this moment, needing the feeling to last as long as possible, he watched the pair sleep long into the night before his tired body gave out and sleep consumed him.

*****

A/N: Awwwwww so cute! :P Hope you enjoyed this chapter, review if you have time! Love to hear what you think! Next chapter will be soon.