Yay boring author's notes! This chapter was written later in my summer break, I hope that this chapter is liked more than the other second chapter. I promise that when I go through and edit, and if you see something I need to fix, please tell me. I love to write and I want to get better at it, so I need constructive criticism.

Did you know? The reason this story probably differs from the Final Fantasy VII storyline is because I've only seen Final Fantasy VII, Dirge of Cerberus, and Advent Children. Yep, that's right. I have no idea about Crisis Core. I want to play it, but I have no means to. So I'm sorry for any inaccuracies. I know that Cloud wasn't really Sephiroth's student, but I wanted to write something like that.

Pairings: Eventual SephxZackxCloud, Eventual TsengxReno, Eventual SephxGenxAngxZackxCloud, Eventual TsengxRufusxReno

Warnings: Really badly written fight scene. REALLY badly written. You have been warned.

-o-o-

Both Sephiroth and Cloud looked blankly at the Second in Command sitting on the other side of the couch. Cloud extended one hand to press to Zack's forehead to check for fever. Sephiroth rose from his spot on the floor to cross his arms and look down at him.

"He's... My puppy?" Sephiroth asked slowly, as if not believing what he had just heard.

"Well, yeah..." Zack's smile fell a bit. Getting more into it, he nodded rapidly. He caught a look at both of their faces.

The General wore the "what-in-the-world-is-this-person-on-and-is-there-any-treatment" look.

Cloud wore the "he-is-my-friend-and-I-love-him-and-all-but-there-is-something-wrong-inside-his-head" look.

"I'm not crazy!" Zack began, but was cut off by Cloud of all people.

"No, Zack, of course your not."

Zack looked at Cloud blankly. He sounded completely sincere, but Zack thought there was some "this-guy-is-an-idiot" in there...

"Really!" he defended his word choice. "All the men are calling the cadets in SOLDIER care puppies!"

Suddenly, Sephiroth coughed into his gloved hand, but Zack thought it sounded more like a chuckle. "I don't suppose that you are the inspiration for that nickname?"

Zack just glared with all the hate he could summon up, which admittedly, wasn't much.

"Why is everyone trying to compare me to an animal? I stand on two, count them, two, legs. I have no tail, no fur, no feathers," he glared at the approaching Reno. "And I don't bark. I am human, and I demand to be treated as such."

"Su-ure, Cloud. You really should stop disowning your chocobo ancestors; they might get their feelings hurt. They might think that you don't like them. Well puppybo?" Reno asked in a friendly manner. When Cloud just stared at him, he wondered if he went too far, too soon.

Cloud slowly leaned towards Zack, who eyed him wearily. Cloud slipped a hand in the pocket of his uniform and pulled out the PHS Zack loved. He looked at it, and without warning, launched it at the red head. Reno barely had time to duck so he wasn't hit square in the face with the device. What could he say? That chocobo had a good aim.

Zack laughed and went across the room to retrieve his phone, slowly shaking his head. Sephiroth smiled a bit and Reno sat next to and randomly hugged Cloud. He didn't care that everyone assumed he had a thing for the guy; he wasn't letting anything affect his strange friendship with the cadet. Despite Zack telling him he wouldn't be killed if he tried to start a relationship, Reno didn't want one.

Sephiroth watched with curiosity as Cloud shyly hugged Reno back. He had next to no experience with human emotion and it hadn't looked like they were a couple. He was taught that couples did things like that, but as Zack bounced back with his PHS in hand, he hugged Cloud as well. Zack, seeing his thoughtful expression, gave him a look saying he would explain it later.

"Can you please stop calling me a chocobo?" Cloud, now looking much more relaxed, laughed a little with the red head and the SOLDIER.

"Of course. After all, you graduated to puppybo status as of today," Reno teased, standing while stretching a bit. "I should go. Tseng's probably waiting with another mission. I was supposed to be there a long time ago. Like, yesterday. Do you think he'll buy that I got lost in my apartment?"

"Yeah, so get gone Turk," Zack laughed, falling into the seat Reno had just vacated. Reno flashed them a smile, smoothed his suit and dramatically swept out the door. "Shut the door!" Zack yelled after him. There were hurried footsteps as Reno lunged for the doorknob and slammed the door behind him.

"That was interesting," Sephiroth commented, eyes on the door. He felt Cloud begin to shyly look at him, so he looked down, trying to meet his eyes. The cadet promptly looked down as if his Shinra issued boots held the key to world peace. The general sighed a little.

"So how's this gonna work?" Zack asked, bouncing up and down in his seat with obvious over excitement. When both of them looked at him, he continued, "I mean, Cloud can't stay in the barracks, he's gonna be living with you, right?"

Cloud actually mustered the courage to look up at Sephiroth curiously. Sephiroth though about it and retrieved the folder that lay forgotten on the desk. He shuffled through the papers until he found one with the general information of the program. He quickly scanned it, and then sighed, closing the folder. He handed it to the cadet, who looked down, but accepted the folder.

"There are no specific instructions where the cadets will live, and if he is willing, I believe Cloud should reside in the guest rooms of my apartment," Sephiroth told Zack, knowing that if he addressed Cloud, he wouldn't get any response.

Zack however had no problem addressing the cadet. "What he means to say is that he has an apartment that takes up an entire floor and there is a smaller set of rooms for guests. But he isn't exactly a social butterfly, so they have been empty for years. He is willing to let you stay in them while you do this mentor-student thing, so what do you say puppybo?"

"Thank you," he murmured to the General, looking up through wild blonde spikes to meet Sephiroth's eyes for the first time. In the back of his mind, he noted that with the cadet's appearances, he must have come from a northern place. In the forefront of his thoughts was amazement. He had never seen such a light, clear color blue in a person's eyes. He also noticed that there was a pained hope in the eyes, and he hoped he could help this boy in any way he needed.

"It's my pleasure," he answered automatically. He saw Zack's eyebrow rise and wondered why he did that. "I'm sure that Zack here would be willing to help you move your things. His keycard should get you to my floor, but to unlock it, you'll need a keycard of your own. For now, I'll lend you mine and I'll see what I can do to get one made for you." He withdrew his keycard and handed it to the startled blonde.

"Uh, ah, thank you, sir," Cloud stammered, attempting to salute, but Zack saw what he was going to do and tackled him, pinning his arms to his sides.

"No saluting, friends don't salute friends. You two are friends now," Zack laughed at the disgruntled expression on his friend's face.

Sephiroth sighed and was about to step in and pry the boy from Zack's grasp when Cloud maneuvered his leg until he could get it between him and the SOLDIER. Using all his strength, he pushed Zack, who had to let go of him. It wasn't that the force had actually affected him, being mako enhanced and all, but Cloud's leg might not have endured the strain. For Cloud's safety, Zack couldn't hold onto him.

The cadet knew Zack would stop if Cloud gave any sign of truly disliking what Zack was doing, and for that he hugged his friend quickly once he had pushed Zack far enough that he wouldn't pin him again.

"I think that I will be on my way. I will be back at my apartment later to see your progress." With that, Sephiroth quickly exited the room. With his hearing he heard Zack.

"Don't worry, Cloud. Seph sucks at goodbyes. He prefers not to say much of anything, actually."

Sephiroth sadly smiled a little, thinking of the friends he had never said his goodbyes to. If they hadn't gotten one, no one would.

-o-o-

When Cloud reappeared in the cadet barracks, he was met with glares that kept his eyes low to avoid. The glares only intensified as Zack followed him through the doors. They both silently made their way to the bed that Cloud had been assigned when he first arrived. When they began to gather up all of the few things that Cloud had, the whispers started.

"Is he finally leaving?"

"Why is Zack Fair helping him get his stuff?"

"Maybe he was kicked out."

"He's probably there to make sure Strife leaves and can't come back."

Cloud watched as Zack hands tightened around what he held and as his face steadily grew more and more tense. Cloud was about to speak when Zack whirled around, trying to control his abnormal strength.

"All of you," he said in a deadly quiet voice that quieted the room. "Keep your opinions to yourself and stop pretending that you're going to be SOLDIERs. Remember that one in fifteen cadets make it to SOLDIER Third Class. So go ahead, look at the odds and think if you're the one that might make it out of this group."

Cloud looked a little depressed at Zack's speech. When he turned back to continue helping Cloud pack, he gave the boy a smile that wasn't returned. They finished up in silence.

-o-o-

When everything was neatly packed away, Zack decided that they should take Cloud's personal stuff up first, then come back for the Shinra-issued gear. They each took a small bag and headed toward the elevators. They took them up as far as they could get without Zack's keycard, and then Zack led Cloud through a few halls to a glass elevator and scanned his keycard, motioning for Cloud to get in.

Zack hit the 68 button and the doors slid closed behind them. Cloud seemed too preoccupied with staring out at the view, having never seen Midgar from any real heights. Zack looked at Cloud with concern as he lost what little color he had.

"Scared of heights?" Zack asked with sympathy.

"No, it's just... Never mind. Are you?" Cloud tore his eyes from the scenery to look at his first real friend.

"I used to be," he laughed. "Seriously, I grew up in a place with not huge buildings like this, I was used to having solid ground beneath my feet. The fear went away when I scaled this tower."

"You scaled this place?" the cadet asked skeptically.

"Yeah. Good times."

"When you first got here were you like me?" Cloud laughed. "A sane individual that drew crazy friends, or were you the crazy one with friends that encouraged it?"

Zack, mindful of the bundles in their arms, bumped his shoulder against the blonde's. "I am not a crazy friend, Cloud, I am a crazy best friend." The elevator came to a shaky stop and Cloud began breathing deeply as they stepped out. Zack pretended not to notice. "Also, I have always been insane." He cackled as he had heard Hojo do to prove that he was indeed insane and had always been such.

Zack led Cloud down a hall and they passed a door that stood unlabeled, but had a keypad next to it. "That's Sephiroth's door. This one," he said, coming to a stop in front of a door further down the hall, "is yours. There's a door connecting the apartments, but if you're uncomfortable with it, I'm sure Seph would lock it."

Cloud looked at the keypad, and then at Zack. He shifted the baggage and pulled out the keycard. He looked at Zack for instruction.

"Just take it and swipe it, it's not really hard. There shouldn't be a password, Seph would have mentioned it."

Cloud did as instructed and the screen flashed a light green. Zack turned the handle and let them into Cloud's new home.

Cloud followed Zack slowly, letting his eyes wander and get used to where he would be living for now. The walls were light blue and the ceiling was painted a darker blue. The floor was polished wood, and the bed was small. It looked much like one of the barrack beds. There were some furnishings that were a dark wood. There were three doors, two of which stood open.

Seeing Zack put his baggage on the dresser, he relieved himself of his own burdens on the small bed. Standing in the middle of the room, he saw that one of the doors led to a small but comfortable looking bathroom. The other door, when hesitantly opened, showed to be a small closet. The last door led to a larger room, filled with furniture of leather, glass, and metal.

"That's Seph's apartment. Here, why don't you start putting away your stuff while I run down and get the rest?" Zack suggested. Seeing the torn look on Cloud's face, he assured him, "Don't worry, just give me Seph's keycard and it'll be a quick elevator ride up and down. With my strength, I could have carried all your stuff up here, but I knew you wouldn't have let me."

"All right, if you're sure," Cloud said reluctantly. He offered the card to Zack, who took it and danced off back into the hallway, shutting the door behind him with a twirl. Cloud laughed, but it was cut short when he felt something move behind him. He whirled around to see Sephiroth standing in the door connecting their apartments.

"I'm sorry for startling you," Sephiroth said promptly. He saw the widened eyes and his enhanced hearing picked up on the accelerated heartbeat. Cloud took a deep breath and gave his new mentor a weak smile.

"Its fine, sir, I've had worse from Zack," he explained, twining his hands together nervously.

Sephiroth uncertainly took a step into the room. "I can imagine," he said quietly, trying not to scare his charge any more than he had already. "I hope the room meets your approval. If you require anything, please let me know and I will see what I can do to get it for you."

"No!" Cloud gasped. "No, sir, you've done enough already! The room is wonderful!"

Sephiroth was confused as to why the cadet had gotten so worked up, but he ignored it, planning to ask Zack to explain later. "Are you certain? I had a cadet bed brought up just before you arrived, but I can't imagine that it must be comfortable."

"No! Really, it's wonderful, sir!" Cloud assured him. An awkward silence descended on them as Cloud looked everywhere but the General and Sephiroth focused all his attention on his new cadet.

When Zack danced back through the door, he stopped in the doorway, feeling the tense atmosphere. He sighed. "Cloud, come get this stuff, I carried it up, you can put it away. Seph, stop staring, it's rude, and come with me, I have something important to tell you about my last mission. Confidential stuff, Spike, so no eavesdropping."

Cloud scurried forward to take the things. Zack motioned for Sephiroth to go through the door to his apartment, then followed the man, closing the door behind him. Sephiroth turned and looked at him with confusion.

"Your last mission was to a chocobo farm, what is important about that?"

"Gaia, you're slow. I was just saying that as an excuse to drag you outta there. First of all, you were scaring Cloud. He's a really shy kid that comes from a humble home. He's probably overwhelmed with the attention you're giving him. Seph, he's my friend and he's been hurt badly in the past. For the sake of our friendship, please help him. He needs someone other than me that can take care of him. I'm nice to everyone, but everyone knows that you're antisocial, so if you were to be his friend, it would help."

Sephiroth looked at Zack with softer eyes. Zack did anything he could to help, and he had to trust that someone else could help where he failed. Sephiroth put a gloved hand on his shoulder, remembering how it comforted him when his old friends had left.

"I will do my best, Zachary, but I can't guarantee anything. My experiences with people are limited," Sephiroth told him softly.

Zack's face scrunched up a little as if he might cry, then he hugged his friend tightly, knowing that he couldn't hurt him with SOLDIER strength.

"Why do you do that?" Sephiroth asked, attempting to reciprocate the action. Zack laughed a little and stepped back.

"It's called a hug. People do it to people they care for. It can be a goodbye, it can be a hello. Mostly they're used as an affirmative of love. Friends use them usually, but couples use them too. They make people feel better."

"Ah, I see," Sephiroth nodded. "Shall we go see how the cadet is fairing?"

"Call him Cloud, it's friendlier. Sure, let's go check on the puppybo."

As they entered the small apartment, Cloud was just finishing up. Zack immediately started pawing around in the drawers and the closet.

"You don't have much, do you?" Zack asked critically. He turned to his friend, who sat down on the bed, looking down at the floor.

"N-No, I don't have much," Cloud said nervously. Zack closed the drawer he was looking through and plopped down next to the cadet.

Sephiroth shifted uneasily, then took a seat on the other side of the cadet. He looked straight ahead as he spoke, embarrassed. "If you would like, I would be happy to replace the items the other cadets either broke or stole from you."

Cloud looked at him with surprise, and Zack gently punched Cloud's arm for not saying anything to him about it.

"While you were moving your things I spoke with your training masters, and one of them let me know that you were bullied."

The cadet looked at his feet, feeling embarrassed that the General knew he was so weak. "I don't like fighting with them... It would prove that I'm the bad person they think I am."

Sephiroth rested one hand on the boy's shoulder for a brief moment, and then stood. "Shall we?"

"Uh, um, y-yes sir," Cloud mumbled.

"OH MY GOD, WHAT IS WRONG WITH YOU TWO? YOU'RE FRIENDS. FRIENDS DON'T CALL FRIENDS SIR! SERIOUSLY CLOUD," Zack yelled in deep, deep spiritual torment.

Zack looked at Cloud. Cloud stuck his tongue out at the man. Sephiroth had to catch Zack as he tried to tickle Cloud. Hauling Zack with him, he stepped away from the bed.

"Cloud, Sephiroth is your friend, no sirs needed. He's a person, you're a person. See what I'm getting at?"

"Shut up Zack," Sephiroth sighed, shaking him a bit to reinforce his statement. "You'll be coming with us. Cloud seems to have an easier time talking to you."

Cloud jumped a little when Sephiroth said his name, not expecting to be addressed by his first name.

"What? No asking? Where are your manners Mr. Sephy?" Zack demanded, wiggling to get free. He was set gently down, then Sephiroth fondly shook his head at the man.

"This will be interesting," Sephiroth commented to Cloud, watching Zack as he bounced out of the room.

"Yes, sir," Cloud agreed, watching the same sight, but hesitantly sneaking a peek at Sephiroth's face. It was relaxed and amused, a side of him that Cloud would have never guessed he had.

Zack poked his head in the doorway. "You guys coming, or what?"

Sephiroth followed the spastic SOLDIER with a sigh, and Cloud hurried after them.

-o-o-

Both Cloud and Sephiroth were mentally and physically worn out as they took the glass elevator up to Sephiroth's floor. Zack, however, was just as hyper as he was when they had left. Cloud, tiredly leaning against the glass, was too worn to feel even the slightest bit sick.

Mostly everything they carried was picked out by Zack. Cloud was allowed to pick out his own personal items, but things like furnishings usually were picked by Zack. Once during the trip they had left Zack to browse the store while they searched for a bookstore to purchase things to fill the new bookshelf they had bought. Upon returning they found Zack locked in heated mortal combat with an elderly woman of about seventy or so. They both had shower curtain rods and fought each other bravely.

Zack lost. Then they were thrown out of the store for causing such a large disruption. Not even the fact that is was Sephiroth, the most famous man in the world, that they were throwing out deterred them.

The elevator shook as it came to a rest on the floor of their apartment. Skipping Sephiroth's door, they moved onto Cloud's and Sephiroth turned to face the cadet. From one pocket he withdrew a card and presented it to the cadet.

"And here is your very own keycard," Sephiroth announced, handing it to the small cadet and letting him do the honors of using it for the second time (the first time having been when Sephiroth had loaned the two his own, and so had no means of getting to the apartment). "If you loose it, let me know and I will have the card deactivated. It could be a very dangerous weapon in the hands of the wrong person."

Cloud listened solemnly, then swiped the keycard as he had had been told to by Zack earlier, and let them in. Upon entering they relieved themselves of their burdens at various places in the room. Once their hands were free, the stood and looked around the room.

"So," Zack began. "I don't know about you, but I'm hungry. Really hungry. I say we should go to the mess hall for some food before getting started on putting all this together. How about it?"

Sephiroth nodded and they turned their eyes to Cloud for his answer.

"Uh, of course, you two should go eat!" Cloud encouraged.

"Cloud, you need to eat too," Zack pointed out, lazily smiling at the flustered look on Cloud's face.

"Well, I don't feel like going all the way to the cadet wing right now. I'll get started on this while you two go eat," Cloud said.

"You need to eat to get bigger and stronger! You can come to the SOLDIER mess, I'm sure others are bringing their puppies! Besides, no one is gonna tell Seph no."

"But-"

"That's enough, cadet," Sephiroth said sternly. "You should have food before beginning a project like this."

Cloud, left with no other option, agreed and let Zack lead him back out into the hall and back into the glass elevator. When the doors slid shut, Sephiroth hit the 24 button and the elevator lurched into motion. Cloud bit back a groan as the elevator began its shaky journey down to the SOLDIER mess hall.

As the elevator slowed and stopped, Zack hauled Cloud off in the general direction of the mess while rambling a mile a minute, leaving Sephiroth to slowly bring up the rear, wondering why Cloud looked so pale and seemed to hate elevators. He sighed and put it out of his mind for now so he could minutely increase his pace so he could catch up with the spiky haired men.

He caught up to them in time for Zack to throw open the doors, having finally let Cloud go, who scrambled awkwardly to the side. Zack strode through the doors, seemingly oblivious to all the respectful stares of many SOLDIERs. Sephiroth followed him with a sigh and a glance at Cloud as he passed him. The cadet was worrying his bottom lip between his teeth in an unconscious nervous gesture.

The mess hall was silent as the Third Classes saluted, the Second Classes stood at attention, and the Third Classes just gave Sephiroth and his Second in Command a respectful nod. There were several tables pushed up against one wall that were filled with cadets that Sephiroth guessed to have been put in SOLDIER care. He internally debated with himself whether or not to send Cloud there or not. It seemed that all of his peers disliked him, and he seemed to be getting slowly used to him. Zack solved his problem for him.

Zack looked back to see if Sephiroth and Cloud were following, intending to do something potentially embarrassing to Cloud that would lighten up the atmosphere. All he saw was Sephiroth and the doors swinging closed. Sephiroth followed Zack's gaze and looked at the swinging doors, then looked back and caught Zack's eye. He shrugged, knowing that he wasn't going to chase down a cadet that was obviously uncomfortable. He'd just bring something back for him.

Zack was not as comfortable with it as Sephiroth. He went to the doors and pushed them open, looking up and down the hall for any traces of Cloud. Seeing nothing, he sighed and let the door swing closed once again.

"General, your puppy ran away," Zack said unnecessarily.

"I can see that," he answered dryly. "He'll come back later."

"If not we can always put up missing posters," Zack sighed again. He shook his head and made for the lunch counter, leaving Sephiroth to follow him at a slower pace. Zack took a long time to choose while Sephiroth just picked the first thing he saw. Once Zack made his decision after being threatened by one of the cooks behind the counter, they saw a table that had been occupied only moments before.

"Wow, it's like magic. They disappear," Zack commented giving a little glare to the people who moved to another table. The SOLDIERs just gave him an innocent look and went back to eating. Given no other choice, they took seats at the empty table.

"So Cloud," Zack began, taking a bite of his sandwich.

"Cadet Strife," Sephiroth agreed.

"What are you gonna do about him, Seph? He likes you, you've been nice to him. If you throw one of you're infamous temper tantrums, you'll scare him. He needs friends, Reno and me are all he's got. To have you as a friend would do him a world of good."

"He seems to be skilled. Observing him while we were out, he showed a lot of the skills necessary to be a good SOLDIER. Also, he can put up with you."

"'Put up with me,' bleh," Zack grumbled. "Cloud's smart and he has a lot of determination. He's just not as big as the other cadets that usually apply. He sticks out, and because of that he gets picked on and bullied."

Sephiroth averted his eyes to his plate and absently swirled the pasta around with his fork. "Would you have happened to been picked on and bullied as well? Angeal singled you out when he took you as his student."

Zack looked up at Sephiroth quickly, then looked back at his own plate. "I got a couple snide remarks, but I'm a likable guy and Angeal was an overprotective psychopath."

"He cared for you," Sephiroth said awkwardly. "He only wanted to see you happy."

"Yeah, I know. And you should take some cues from him. Not every little thing or you'll scare Cloud out of his mind, but some of the things Angeal did for me would be good to do for him."

"What should I avoid doing?" Sephiroth asked, finally looking up from the pasta before him.

"Don't be clingy," Zack said at once. "Cloud is used to doing things on his own, so give him space. Don't be distant though, you can probably get away with checking in on his every once in a while. Like when Cloud is doing homework for some of his classes, he'll probably be in his room, so just go and ask what he has to do and if he wants help. If he does, help him. If he doesn't, just let him know that if he changes his mind he can come to you."

"That doesn't seem like too much," he commented, storing every piece of advice away in his mind.

"No, it's not. But its small things that can help get him to trust you. If you do big things for him all the time, like that shopping spree earlier, Cloud will get uneasy and nervous. He doesn't think he's worth it, and it'll drive him crazy with guilt."

Sephiroth nodded, thinking about all the options that left him. "As a mentor, I need to teach him something at least. From his grades and what you tell me, he is intelligent enough, but lacks physical strength. What would you propose I do to help him with that?"

Zack shrugged a bit. "Just train with him. Teach him some sword techniques. And teach him to play with materia. He likes materia. He's never been allowed to play with it before because teachers are afraid the cadets will blow everybody up or something."

"That sounds like you," Sephiroth said, holding back a smile at the memory of a younger Zack sheepishly trying to help a singed Angeal out of what was supposed to be a materia proof spectator's box.

"Materia is for smart people, I just like swinging a sword around a lot. Brawn, not brains," Zack muttered.

Sephiroth chuckled a little and changed the subject.

-o-o-

The day was drawing to a close and the sun was setting on life above the Plate as Sephiroth and Zack finished their dinner and began their search for the missing cadet. As they made their way around what was a usually deserted courtyard, they stumbled across a potentially disastrous situation.

Cloud was surrounded by men that were obviously not of the Shinra employed persuasion, and he looked from one man to the other as he ran through the possibilities he could do. Sephiroth had to grab Zack's shoulder to restrain him and he silently shook his head, wanting to see what Cloud would do. He would intervene if necessary, but he didn't think he would have to.

Cloud backed up until his back was pressed against the decorative tile of the teaching building. The men closed in on him and slowly moved forward. One of Cloud's hands went to the tiled wall, looking as if he was steadying himself. Sephiroth didn't miss how the tile that was partially covered by Cloud's hand trembled a little as if it were loose.

When one of the men moved forward at a faster pace, Cloud threw the heavy tile at the man's face and they watched as it collided, breaking the man's nose. As the blood flowed heavily down his chin, he quietly snarled at the boy.

The other two men rushed forward at once. Cloud had no training in self defense, but with his history, he had picked up an instinct that most would kill to have. He moved towards one of them, hooking his leg around his and tripping him up as the other grabbed him around the neck.

The recently fallen man struggled to his feet and the bleeding man lurched over to them. Cloud twisted and turned in the man's grip until he managed to swing himself away from the man's body enough to kick his leg back into the man's groin. As he went down, Cloud backed up and kept his eyes on the advancing men.

All at once, Sephiroth moved forward and unsheathed his sword at Cloud spotted them with a look of mixed agitation, adrenaline, shock, and pride. He held his massive katana at the throats of both the men, pleased that they had been standing close enough together that his sword could span the distance. Zack followed cheerily, planting a solid boot on the back of the fallen man.

"Hi, Spiky," Zack greeted.

"Should you resist arrest, I will resort to violence," Sephiroth warned the men before turning to Cloud. "Good evening. I'm sorry if the mess hall was too overwhelming."

Cloud was silent and he looked a little relieved, but still wary.

"See Seph, Cloud can fight. He just acts timid all the time because people scare him. Especially you, but that's probably because you're like the strongest man on the Planet."

Sephiroth was uneasy about what Zack said, knowing that if Cloud was really scared, he would have to work hard to put him at ease. "Cloud, if you can fight three men twice your size, why can't you defend yourself from your fellow cadets?"

"Um," the cadet answered intelligently.

Sephiroth shook his head, but made sure that the he could see the faint smile on his face. "You have my express permission to beat up any cadet that threatens you."

"Um," he answered again.

-o-o-

Once all the men were arrested and in custody, night had fallen and plans for fixing up Cloud's room were put off until the next day. Sephiroth offered to walk Zack back to his quarters, and Cloud tagged along.

They chatted idly until Zack left them at his apartment and the other two continued on in silence. Cloud wanted to say something to break it, but he didn't know what he could say that he wouldn't be laughed at for.

Sephiroth stopped abruptly in the middle of the hallway and grabbed Cloud's shoulder, turning him to face him. The silence remained unbroken as Cloud began to silently panic. Would he finally be kicked out of Shinra? Would his dreams of SOLDIER end tonight? If they did, would Sephiroth escort him out, or would he be allowed to say goodbye to Zack?

"Was Zack right?" Sephiroth asked, a faint trace of desperation in his voice.

"About what?" Cloud asked, not expected the question.

"Are you frightened of me?" he asked.

"Sort of, sir..." Cloud said, shifting his weight from one foot to the other. "I think that you're willing to give me a chance, and I am grateful for that. But from what Zack says, there's more to you than that, and it scares me to not know how you really are."

"Do you think I should give you all of my secrets?"

"No, of course not, sir... I just think I should know where we stand," he said with all the conviction he could muster. "I don't like it when people are nice to my face and horrible behind my back."

"I will not be like that," Sephiroth swore. "As long as I can trust you, you can trust me."

"I think that sounds about fair. We can be neutral."

"For now."