A/N: For more info on this story please go to my profile!

Chapter 2: I'm So Proud of You

Bee met Aerith for the first time when she was seven years old and Aerith was twelve. Bee had fallen off the swings of the playground in the slums, and scraped up her ankle. Unable to walk back to Sector 4, Bee sat down and cried instead. Her older brother had already left the playground, and there was nobody else around to help her back to her house. She was looking down at her ankle in despair when Aerith came to her, passing by the playground on her way home to Sector 5. Bee hadn't even noticed her until suddenly there was a hand on her ankle. Panicked, Bee looked up to find the young girl smiling at her.

"Here," Aerith had said to her, "I can help you."

Bee watched in amazement as Aerith's hand glowed a bit and she felt the pain of the scrape slowly ebb away. Aerith removed her hand and Bee was at a loss for words when she saw that the scrape was completely gone.

"Are you an angel?" Bee asked the girl in awe.

Aerith chuckled at that and shook her head. "No! Sometimes, I can heal people though."

"Do you have materia?" Bee questioned. She had seen some adults who possessed materia heal before.

Aerith thought about the question a little before answering, "Yes... I have materia."

Bee was too young to question Aerith's answer at the time. Aerith had materia and she had been able to heal Bee and that was all the seven-year-old cared about.

However, as the years went on, Bee realized that Aerith was special. She sometimes knew where injured children were, she said that their pain called to her. Bee never questioned it because Aerith was so kind. She used her healing to help other people and she was so close to nature. Bee believed that Aerith really was an angel that had been sent to protect her.

Eventually, however, Bee came to the conclusion that maybe it was the other way around. Maybe Bee had been sent to protect Aerith. Bee was the one to catch Tseng spying on Aerith the very first time. It was only a year after Bee had met Aerith, and Aerith was tending to her flowers in the Sector 5 church. Bee often accompanied Aerith on her trips to the church; she found the flowers to be beautiful and you couldn't find flowers anywhere else in Midgar. However, Bee was more restless than Aerith and often got bored quickly. On this particular day, Bee had decided to play in the rafters above the church, something that her and her brother did together when they came to visit Aerith. Bee's brother was three years older than her, and two years younger than Aerith, but he always acted older, constantly taking care of the two girls. But he wasn't there that day, so Bee took extra care to not fall down into the bed of flowers below.

Instead, she fell outside the church, landing straight on her back in front of the entrance. Thinking she had surely died in the fall, Bee opened her eyes slowly, preparing to look into the face of God, or Shiva, or whatever deity had taken her from the slums. Therefore, Bee was shocked to find herself looking at the doors to the church. She rolled over, onto her hands, and felt something soft below her. She yelled, and jumped up and away from whatever she had fallen on, and with hands outstretched to defend herself, she took in the sight of a young man laying on his stomach.

The man grunted and heaved himself up, dusting off his suit blazer and pants, and flicking his ponytail back and forth. He rubbed his face where he had scraped it on the concrete and looked down at Bee curiously.

"Mister... you alright?" Bee asked, concern laced through her voice, "You stopped me from dying! I fell right on you!"

"Ugg..." he responded, rubbing his face again, trying to get the dirt off of it.

"Hey... What are you doing here?" Bee asked, after determining that the man had not sustained any permanent damage, "Did you come to see the flowers too?"

The man looked at her and quickly realized the position he had been put in. His brow furrowed and when Bee asked if he needed a healer he jumped, gave a quick no, and ran. When Aerith came to the entrance to see if Bee was alright, she caught only the smallest of glimpses at him. But that glimpse was enough, and soon Aerith was seeing that man, Tseng, and the rest of the Turks, everywhere.

Bee looked out for him and the rest of the Turks as well, but she never really saw them when she was with Aerith. The Turks, namely Tseng, always seemed to appear when Aerith was alone, and that scared Bee. Her angel was never supposed to be in danger. Bee knew, however, that that man had changed everything for her and Aerith.

There were subtle changes as the years went on. Aerith came to see Bee less and less. When she did go see Bee, she talked about the planet a lot, or about voices that she heard. Bee learned to ignore these comments because when she acknowledged them, Aerith became embarrassed and ran away. Bee never wanted to lose Aerith, because Aerith had come to represent hope in Bee's slum life. Aerith gave life to whatever she touched, and Bee wanted to do the same. It was her entire life goal to heal, just as Aerith did.

Bee was eleven when Aerith brought Zack to meet her. Aerith told Bee that they had been seeing each other for a year now. Bee liked Zack, maybe not as much as she liked Aerith, but Zack was kind to her. Zack was the one that made Bee less afraid of Tseng, and less afraid of Shinra in turn. Aerith loved him, Bee could tell. Over the next year, Bee began to see Aerith only a few times a month. While this made Bee sad, she could tell that Aerith was happier than she had ever been in her entire life. Bee was jealous of Zack in a way, he got to see Aerith more than she did. But she was happy for her friend.

It was Zack who gave Bee her Restore materia.

Zack came and found Bee of his own accord, knocking on the front door of her family's house. Her mother answered and called for Bee to come to the living room, saying a SOLDIER had come to visit her. Bee was surprised to find Zack there, sitting calmly in her living room, as if he had been there a thousand times before. In reality, his presence in the room was overwhelming. He didn't seem to fit in with the drab curtains behind him, and the dirty carpet below his feet. He was better than that. But he didn't seem to care or even notice and he smiled when he saw Bee enter the room, and gestured for her to approach him.

"Aerith said that you want to be a healer," Zack told her as she sat next to him on the couch, sitting on a stain that had been there since before she was even born. She nodded up at Zack, unable to find any words to say to him that wouldn't sound stupid to his educated ears.

He nodded and his smile widened. He stuck a gloved hand into his pocket and withdrew it, clutching a small round, shiny object. He passed this object to Bee, and then took off a silver bracelet from around his wrist and passed that to Bee as well.

"This is Restore materia," Zack told Bee, pointing to the round object in Bee's small hand, "It will enable you to use Cure magic. The more you use it, the stronger the materia will become, and eventually you will be able to cure just about anything. You can attach it to this bracelet here like this..." He took the materia from Bee's hand again, and placed it into a small circular slot on the bracelet he had given her, pushing until the materia clicked into place. "Here, now you can wear it and start helping to heal people." He slipped the bracelet on over Bee's wrist, securing it in place so that it didn't fall back off again. He sat back against the couch and looked down at Bee with that same smile on his face.

Bee could only stare back and forth between the materia and Zack in wonder. Finally, she asked, "Why?"

"Hmm?" Zack hummed in surprise, "Because you're Aerith's friend, and she worries about you. She asked me to get this for you so that you could start to take care of yourself because she won't be able to be around as much. She's going to start selling flowers throughout Midgar to make money. She said you should start taking care of the other children in the slums."

Bee felt her eyes water, and she knew she wanted Aerith to marry that man, more than anything else in the world. She promised Zack right then and there that she would do what Aerith wanted her to, and she would make both Zack and her friend proud. Zack had laughed, patted her head, and said that Aerith was already proud of her. He gave the small girl a hug, thanked her mother for her hospitality, and left, sweeping out of the front door in such a fashion that Bee knew he would do great things.

She never saw Zack again after that day

While she knew that Zack would never have disappeared for so long without seeing Aerith unless something was wrong, Bee hoped beyond hope that he would return, his big smile on his face, and he would take Aerith away from the slums forever. As Bee grew older, she knew that Zack wasn't coming back, and she couldn't bare to see Aerith's sad face anymore. She starting her traveling healing business, visiting sick residents of the slums and healing them for a small fee. She barely saw Aerith anymore as the girl had started venturing up to the plate to sell her flowers. Bee refused to go to the plate; she was a slum girl and she didn't belong up there. Aerith would be fine, she was older and wiser, and she gave off an aura of confidence that would ward off any would-be burglars.

By the time Bee was seventeen, she had managed to scrounge up enough money to buy a Heal and Revive materia as well. She had taken on an apprenticeship with the local alchemist and learned how to make basic potions, antidotes, and ethers. With Aerith's help, her healing skills became top notch. But that was the only time Bee ever saw her older friend. Eventually, she stopped seeing Aerith altogether and when she went to visit Elmyra, the older woman had informed Bee that Aerith had been captured by the Turks, but had escaped and then left Midgar on a journey to save the planet, as was her destiny as the last living Cetra. Bee had ran from the house, hurt that her angel had left without even saying goodbye to her. She didn't even want to process the fact that Aerith was supposedly the last of an ancient race.

So Bee spent the next few weeks locked in her bedroom, refusing to leave and walk around the areas where she had spent so much of her childhood with Aerith. Her brother had left years before to become a SOLDIER like Zack, and her mother was kept busy running a bakery down the street, so Bee was left alone most of the time. It wasn't until late that January that Bee left her house. She had been drifting in and out of sleep when she felt Aerith. Her heart had clenched, and she had the overwhelming sensation that Aerith was close. She rose from her bed and peered out her window, and Aerith's aura hit her like a boulder in the face. She rushed down the stairs, leaving the front door open, and quickly losing her breath in her haste. She paused to fill her lungs, and her heart tugged a bit. Not knowing how to find the source of Aerith's aura, Bee ran to the church, the only place she could think of that Aerith would be sure to go to if she ever returned to Midgar.

Bee skidded to a halt before the patch of flowers, and immediately noticed that Aerith was not in the church. But Bee still felt her, and she seemed to come from everywhere. Confused, Bee stayed in the church, unwilling to leave in case Aerith really did come back.

It was where Bee stayed while Meteor fell onto Midgar.

Bee wouldn't know what had really happened until much later on, but suddenly the patch of flowers glowed a bright green, and Bee felt Aerith all around her, hugging her, and holding her close. She dropped to her knees, choking on the sensation, until the green energy left her, and a dark one covered her instead. She felt like she was suffocating, and she fell into the center of the flower patch and did not awaken for several hours. When she finally awoke, it was with creaking bones that she stood, only to fall back to her knees, too weak to support herself.

"I'm sorry."

Bee gasped and turned, expecting to see Aerith behind her, but there was nothing. Bee shook her head, passing the voice off as a figment of her imagination, a deep wish that Aerith had actually been there to help her, just as she had all those years ago with Bee's ankle. But there was nobody this time to cure Bee. Instead, Bee was the one who would need to go out and cure the people of the slums. Ignoring how tired she was, Bee made her way out of the church and into the rubble that was once Midgar.

Cloud would not find Bee in the church for another two years, and by that time, Bee had already found the ruins of the bakery that her mother had been in during the Meteorfall, had already began her journey to heal as many of the survivors of the slums as she could, and had already had the stigma spread throughout her body. She was floating in the spring that Aerith had sprouted from the Lifestream, her eyes closed, her hands laced over her chest. Cloud said nothing, and it was Bee who made the first move when she finally noticed him standing over her, by the water's edge.

"You're a SOLDIER," she observed, taking in his Mako infused eyes.

"No," he answered with a shake of his head, never taking his eyes off the strange girl in the water.

"But you have the same eyes as him," Bee argued back, standing up in the water and walking over to him. Her eyes lit up when she saw the sword on his back. "And you have a big sword like him too."

Cloud's eyebrows lifted at this. He reached back and took hold of his Fusion sword, the one he had replaced the Buster Sword with in order to place his friend's sword at his grave. He brought the sword over his shoulder and held it in both hands, observing the girl's reaction to it. She smiled up at him and nodded vigorously.

"Like Zack!" she told him, pointing at the sword. Cloud showed surprise on his face and Bee smiled wider. "You knew him?"

"He was... a friend," Cloud said with a nod. He knelt down now, bringing himself closer to the girl and taking in her wet brown hair, held in a loose braid down her back. Hard slate grey eyes looked back at him, anxious and excited.

"You did know him!" she exclaimed happily. She rushed to the edge of the water and pulled herself up beside Cloud. "Then... maybe... you knew his girlfriend? Her name is Aerith."

Cloud hesitated at this, turning to face her as she sat herself on the floor, her feet still in the water. She felt his hesitation and turned to look at him. She frowned when she saw his face and said in a low voice, "She... she's gone isn't she?"

Not knowing what to say, Cloud only nodded. The girl next to him looked back to the water and gave a slow nod. "I thought so," she said quietly, "I felt her not so long ago. I was sick, and she called me here. This water... When I went into it, it felt like her healing me. I'm not sick anymore. If she was alive... she would have just came to me. Instead she sent something to heal me. She's... she's with Zack now. They've both... returned to the planet. That's what she called it when someone died."

"Yeah..." Cloud answered with a nod of his head. He said nothing else, and the two sat beside the water as Bee quietly cried into her hands over the loss of her angel.

Cloud took her to Edge that very same day, but not before stopping on top of the mountain where Zack had died. Bee fingered the sword that was stuck into the ground, and knelt before the last memento of the man that had given Bee the means to the start to the rest of her life. She didn't ask Cloud how either of her friends had died, and she wouldn't for some time. She had been broken that day, the news of the deaths of her friends was just too much to bear for her at once. She had nothing left in Midgar, her mother was gone, Aerith was gone, and she had no idea where her brother was or if he was even alive.

Hopping back onto Cloud's motorcycle, Fenrir, Bee hugged herself into Cloud's back, finding comfort in the warmth of someone who had known Aerith, had been there with her when she died. When Cloud turned sideways so that she could hear him when he asked her what her name was, she shook her head and replied, "Call me whatever you want. There's nobody around that knows it anymore anyway."

Cloud only nodded at that, not questioning her response at all, and took out his PHS from his pocket, flipping it open and dialing a number. He held it to his ear and Bee heard a feminine voice answer on the other end. "Tifa, I've got another one. Looks like she's Yuffie's age. Think we have room?" Bee didn't hear the answer but she assumed it was an affirmative. Cloud continued, "Oh, and she's a friend of Zack and Aerith. So, we should make her a good welcome, or else they would be mad with us."

Bee hugged Cloud closer, and cried the entire way to Edge. She wasn't sure if they were tears for the loss of her friends or if they were tears of joy over the fact that she was going to have a home again. Maybe they were for both.

As Cloud drove her to Edge, through her tears, Bee swore she heard Aerith's voice in her ear.

"Be safe."

Tifa welcomed Bee with open arms, giving the young girl her own room, clothes, and job. While she was grateful to Tifa, Bee couldn't bring herself to talk much in the first few months of her stay at the 7th Heaven. Aeith's death still weighed heavy on her heart. While Bee had figured that her friend had died, a part of her had desperately hoped that that wasn't true. A part of her had continued to believe that Aerith would come to her again, to heal her as she had when they were younger. As the months went on at the 7th Heaven, Bee realized how childish of a hope that had been, and that it was time to grow up and face the facts: Zack was dead, Aerith was dead, her mother was dead, Midgar was gone. However, that didn't mean that Bee couldn't carry on Aerith's work.

Bee had already told Tifa and Cloud of the work she had done in Midgar, traveling the slums to heal those who needed it. That was how she had received her nickname of Bee. With renewed vigor, Bee started picking up more shifts at the bar at night, and during the day she made potions and walked the streets of Midgar looking for orphans that needed her help. Within the next year, she had made enough money from her tips and from the more than generous salary that Tifa paid her to open her own shop. Cloud and his friends had helped build the building themselves, working long hours every day to complete it. Bee had never been more proud of herself than when she was finally able to put an OPEN sign on the front door, furnish the upstairs as her home, and paint the name of her store above the large front window: "Busy Bee's Potions and Poultices."

"Well shit, ain't that a sight," Cid had drawled, taking a large puff of his cigarette, "Guess that was worth leaving Shera for the past month for."

"Was it worth leaving your oil for, Barrett?" Bee asked Marlene's dad with a smile.

Barrett laughed and placed a hand on her shoulder. "Kid, if I hadn't come back to build this for you, Marlene woulda never talked to me again, right Marlene?"

Marlene smiled down from where she perched on her dad's shoulder and nodded vigorously. "Yes! Bee worked hard for this too!"

"You already have people interested," came the rough voice of Vincent. Bee turned to look at him and saw that he was pointing across the street from the shop. She followed his gesture, and saw a woman and a child looking over at the store. Realizing they had been noticed, the woman took the child's hand and walked over to the large group.

"You're selling potions," the woman asked the group, not really knowing who to focus on.

Bee nodded and stepped forward. "That's right. I'm Bee, and I make potions and more. Did you need something specific?"

"My husband found a patch of poisonous plants on a construction site, and he needs several antidotes for the workers that might come in contact with it," the woman informed her. The child looked up at Bee with wide eyes, and Bee smiled down at him.

"Yuffie," Bee said, turning to her friend with a smile, "Could you do me a favor and take this lady inside the shop and show her to the antidote section. I will be right in to help, I just want to finish up with the outside."

"Of course!" Yuffie agreed, enthusiastically, stepping forward and looping an arm through the woman's arm and guiding her into the store, prattling off all the types of antidotes that Bee made for the store. The woman listened with interest, her son toddling behind her. They disappeared into the store and Bee watched Yuffie through the window.

"What do you still have to do?" Nanaki asked Bee, looking up at her, his head tilted slightly in thought.

"I have one final decoration to add," Bee told him with a wide smile. Slowly, she made her way to the front door of the shop, stopping to shove a hand into her front jacket pocket. When she pulled her hand out, a pink ribbon was laced in her fingers. The ends blew in the wind as Bee tied it around the doorknob, forming a small bow. Finished tying it, Bee stepped back and looked at it in admiration.

"She would be so happy for you," Tifa told her quietly, having walked up behind the younger girl to watch what she had been doing. Bee turned around to find that her friends had all come forward to observe the ribbon.

"They both would," Cloud told her gently, placing a hand on her shoulder.

Bee could only nod. "Yeah."

It was with that thought that Bee turned back to her shop, twisting the knob with the pink ribbon and entering into the cool air on the other side. As she took over for Yuffie, helping the woman find exactly which antidote would help her husband, Bee smiled, hearing Aerith's voice whisper in her ear one more time.

"I'm so proud of you."

A/N: This is the shortest chapter that I have so far, and I have almost 12 chapters. Also, in case not all of you managed to watch the Complete Version of Advent Children, Cloud moves Zack's sword to the church after restoring the sword. The sword is still on the cliff in this story, so Cloud found Bee before he moved it. Hopefully, this helps you understand the time frame of when this took place.

Finally, this is also the only chapter where it is completely a flashback. It's a necessary evil to explain my OC further, as well as cement her place in the final fantasy vii world.