A/N: A slight content warning: a character has a panic attack early in this chapter.

"If I took this cigarette and put it out on you…
Would you love me?"
-Acid Bath, Jezebel

Aerith suddenly broke into a sprint. Panic, a fear invisible to Sephiroth, fueled her flight through the metal labyrinth of the Science and Research Division. He could keep up, but he would have to catch her before she ran out of sight. This laboratory twisted and turned in so many angles that only Aerith knew the way out of this maze. If he lost sight of her, there was no telling if he could find her again.

Sephiroth lunged forward and grabbed hold of her red coat. She squirmed to escape, but his grip kept her from escaping. He pinned her back against a steel wall, holding her still, pressing his arm firmly against her chest. He could feel her heart slamming against her ribcage. Her eyes were wide and unfocused. She was terrified.

"Slow. Down." Sephiroth breathed patience and calmness while he stared into her emerald eyes. "Breathe. Just Breathe."

"He's….He's…He's here. He's going to kill us, I know it. It's all my fault," Aerith stuttered, trying to make sentences from her trembling lips.

"I'm here," Sephiroth reassured her while his leather-gloved hand found hers and gave it a soft squeeze. "Feel that? That's me, It's just me."

Aerith began taking slower and longer breaths while Sephiroth held her against the wall.

I'm OK." She said between heavy breaths. "I'm sorry, it's just I heard that growl. It had to be him."

"There's nothing to be sorry about. It's alright." He reassured her. "Who is this, him?"

"Z-z-z-z." Aerith's eyes grew distant before staring at the floor, and her breathing quickened again. Sephiroth could feel her trembling in his arms while her grip tightened around his glove. He responded by squeezing her hand tighter to remind her of where she was. She didn't say anything until her breathing slowed. "A monster, something Hojo made to keep me here. He won't let me leave; I'll never leave this place."

For a while, they stood there. Sephiroth held her against the wall, squeezing her hand every few minutes, gently costing her out of the shell her mind had built. Finally, Aerith's breathing slowed, and the panic that gripped her heart faded away. Satisfied that she wouldn't sprint away again, Sephiroth released his grip on her.

"I'm better now, thank you." She said slowly. "I'm sorry, I didn't...I don't know how that happened. One minute, I was ok; the next, I was terrified."

"No need to apologize, it's alright."

Sephiroth was surprised to find that Aerith and his fingers were intertwined in their grip. They said nothing as they slowly let go of each other.

"Your staff." Sephiroth tried to change the conversation. "It has slots for materia, right?"

Aerith nodded as she held up her weapon. "Yes, But we never had the money for materia, so I've never used it with any."

Sephiroth dropped his duffle bag onto the floor beside them.

"I've got plenty. Why don't you find some you like."

Sephiroth stood guard as Aerith knelt to unzip the bag and rifle through its contents. She picked out several orbs and examined their color and power before easily socketing the ones she wanted into her staff. Aerith dug deeper into the duffle bag, pausing when she found the stash of gil at the bottom of the bag. She stopped and looked up at him questionably.

Sephiroth shrugged. "My past self must not have believed in banking. I figured it would come in handy."

"I wish I were paid for living in this place," Aerith replied, zipping up the bag.

She stood up and held her staff close to her chest, brandishing the brightly colored materia socketed inside it. It looked like she was about to smile but dropped her face to look down at her feet.

"Listen, what I was trying to say is there is something dangerous in this place. Hojo said he made it to keep me from trying to escape, which is what I am doing now. I keep expecting him to show up. It's gotten my nerves fried. So when I heard that growl, I ran; it was all I could think of doing. I am sure it is all Hojos doing. He is toying with us, making it seem like we have a chance, then slam the trap shut."

Aerith looked like she was on the verge of tears. Sephiroth instinctively placed his hands on her shoulders, refusing to let her go back. He gave her a firm squeeze to remind her of the present.

"Whatever is out there, we will face it together." Sephiroth forced his voice to go deeper, hoping it would better reach her. "We are getting out of this place, I promise."

Aerith nodded, and it was enough for Sephiroth; he picked up the duffle bag and stood beside her. "I need you to find a way out of this place. The next time you feel scared like you want to run, you will let me know, OK?"

Aerith nodded again. She took a moment to get her bearings again and then picked a direction for them to follow. Aerith led the way, while Sephiroth stayed behind her, constantly checking behind them to ensure nothing followed them. Slowly, they continued towards the exit of this nightmare. The only sound they heard was the metal clang of their boots against the steel floor; whatever had growled earlier had gone silent.

The Steel corridors morphed into a large, empty, oval-shaped chamber, which made Sephiroth cautious. This was the most expansive single room he had seen in this labyrinth. If Hojo were planning a trap or hiding a monster to attack them, this would be the place. But Aerith had led them to this room, and he trusted her judgment.

Aerith pointed to the far side of the chamber. "There, that's the exit!" A service hatch with a large wheel in the middle, the words "EXIT" painted in big red letters above it. With freedom from this place so close, they raced across the oval-shaped chamber toward it.

Sephiroth grabbed the service wheel and tried to pull it open. The wheel moved freely, but the door refused to budge. He pushed and pulled with all his might, but the hatch wouldn't move. It was jammed. Sephiroth silently cursed. They were close to getting away, and their way out was blocked.

As if on cue, a loud crash boomed behind them, like something heavy had fallen from a great height. Sephiroth and Aerith slowly turned around to face whatever was behind them.

A giant monster was standing in the middle of the chamber, blocking their way out. Its shape was human, almost human. It looked just as tall, if not taller, than the already imposing Sephiroth. Powerful muscles coursed through its limbs, nearly as thick as its entire body. The monster wore a Shinra military uniform, dark heavy cotton with black iron for shoulder guards. Spikey black hair covered its head, but its face seemed stretched as if bone and muscle had expanded and stretched out its skin.

The monster held a thick, blunt sword with socketed materia glowing out of the sword's sockets. Sephiroth knew the name of that sword, a Buster Sword. He couldn't recall how he remembered, but he knew it was an extremely dangerous weapon.

The monster's mako eyes stared angrily at Aerith. It took in quick, sharp breaths from its gaping mouth. When it turned its gaze to look at Sephiroth, its eyes widened in surprise as if the monster recognized him. Its twisted face seemed to twist in anger, and its eyes narrowed in hate.

"Zack, No." Aerith whimpered, her eyes wide with fear, standing frozen with fear as she clutched her staff against her chest. Her breaths quickened as she stared back at the monster that had once been her lover.

Sephiroth stepped before Aerith, blocking her vision of Hojo's abomination.

"Aerith," Sephiroth spoke calmly while he gripped Masamune in both hands. "Stay behind me; I need you to open that door for us."

The monster let out a roar as it continued to stare hatefully at Sephiroth. It then bounded towards him at an alarming speed, its thick sword aimed to slash him in half.

Sephiroth held Masamune up to block the blow. Their two swords collided as Sephiroth held the monster back. Zack stared murderously at him as he pressed his buster sword down on him.

"Zack, please, I'm begging you. Stop this!" Aerith cried out behind Sephiroth.

"Go, handle the door!" Sephiroth ordered Aerith as he held the monster human back.

"But..." The tremble was back in Aerith's voice.

"We stick to the plan; we are getting out of here no matter what. I'll hold him back; get the door open."

Sephiroth glimpsed the blur of Aerith's brown hair twirl as she dashed away. The weight behind Zack's sword brought his attention back to the fight. He was a stronger opponent than Sephiroth had ever faced. When fighting monsters in the slums, he was used to easily overpowering them. That would not happen this time; this Zack was just as strong, if not stronger than him.

Sephiroth turned slightly and let the monster's momentum go crashing past him. He used this opening to swing a flurry of strikes at Zack's unprotected back. His blows landed true, and the splash of blood was proof of the damage Masamune could inflect. But Zack was unphased; he spun around and lashed out with his Buster Sword.

Sephiroth dodged out of the path of the oncoming blade and retaliated with a slash at the creature's hip. He felt faster, even invigorated, while wielding Masamune. It was as if the sword was an extension of his body. A part of him that he had never known he had lost until he had picked up that sword.

But Zack would not relent. He lunged after Sephiroth, swinging its buster sword in retaliation to Sephiroth's strikes. The crash of the monster's blade into the steel floor sent metal debris flying as it ripped the room apart. Sephiroth continued to weave past Zack's slashes, but just barely.

Sephiroth knew he needed to cripple this fiend before he got unlucky and was cleaved in two. Masamune flashed as Sephiroth unleashed a flurry of strikes across Zack's limbs and torso. The barrage sent Zack reeling; he doubled back against the far wall while he roared in pain. Zack stared at Sephiroth, then stood back up and thrust his chest as if challenging the former General.

"Liiiiggghhhhttnnnnnng," His cracked and damaged voice cried out.

There was a flash of white light, and then pain erupted down Sephiroth's body as a loud boom filled the chamber. Sephiroth reeled backward in pain. His head felt dizzy as if he couldn't keep his feet underneath him. His sword felt heavy, and his body urged him to drop the heavy weapon. He willed himself to stay on his feet and bring Masamune back to his chest to protect himself.

There was a flash of white light, and then pain erupted down Sephiroth's body as a loud boom filled the chamber. Sephiroth reeled backward in pain. His head felt dizzy as if he couldn't keep his feet underneath him. His sword felt heavy, and his body urged him to drop the heavy weapon. He willed himself to stay on his feet and bring Masamune back to his chest to protect himself.

The clash of swords broke Sephiroth out of his stupor as the force behind the buster sword pushed him back. He had seconds to react as the monster swung its sword down for a cutting blow. Sephiroth felt the gust of air as he passed beyond the blade's reach. He doubled back and held up Masamune to strike back.

They danced in circles around each other as the sound of their sword battle filled the chamber. Sephiroth continued to use Masamune's reach to his advantage, striking from a distance where the buster sword couldn't reach him. Suddenly, Zack twisted his sword. Instead of colliding with Masamune, he hit the side of it, causing a parry. The move caught Sephiroth off guard as his sword flew to his right, exposing his chest. The monster covered the distance between them faster than he had moved before.

Sephiroth didn't feel any pain as the sword sliced across his belly.

His broken chest harness dropped to the floor, covered in his blood. Sephiroth's free hand held his stomach as blood flowed freely from the wound. Hojo's monster pulled back his Buster sword and swung hard to deliver the killing blow. His sword only caught air and black feathers as Sephiroth was gone.

Hovering above Zack stood Sephiroth, one black wing stretched out while he stared menacingly at his opponent. The gash across his stomach stopped bleeding as it rapidly closed. In one motion, Sephiroth descended, driving Masamune down into Zack's left shoulder. The monstrous former SOLIDER screamed as he toppled backward, blood flowing freely from his shoulder.

Sephiroth was already on the other side of the chamber, preparing to lunge a piercing attack as his opponent was vulnerable. Sephiroth's attack was a blur, but Zack swung his Buster sword around to protect himself. Sephiroth responded by flying over Zack, slashing across his back, and dashing away before Zack could answer.

Zack tried to evade the next strike from Sephiroth, but the one-winged Sephiroth was faster. Masamune ducked under Zack's swing and slashed at his hand, sending the Buster Sword flying across the room. Sephiroth pressed his advantage and plunged Masamune into Zack's chest for a killing blow. The legendary blade cut through his uniform, dove deep inside the monster's chest, and got caught in its rib cage.

The thing that used to be Zack laughed as best he could through his damaged larynx. A wicked grin covered his monstrous face as he grabbed Masamune and forced it deeper into the wound in his chest, closing the distance between him and his opponent. Sephiroth tried to pull his sword free, but Zack's body refused to give up the blade.

Sephiroth's eyes widen at the realization. "Oh Fuck."

Zack's punch hit Sephiroth square in the chest, sending him tumbling across the chamber. He collided with the steel wall; pain exploded across his body, making it impossible for him to get up. Zack, Masamune still embedded in his chest, proudly strode towards the momentarily paralyzed Sephiroth. Both of Zack's massive fists collided with Sephiroth's chest; the ex-general cried out in pain as he felt his ribs crack. Zack continued to rain down blow after blow down on the defenseless Sephiroth, pounding him into the steel wall.

"Enough!" Aerith cried out, standing firm in the middle of the chamber, her staff clutched in her hands, prepared for a fight.

Zack paused mid-strike and turned to stare at Aerith, her outburst catching his attention. He locked eyes on her, and his body language seemed to soften. A latent memory had reawakened feelings for the flower girl that Hojo had stolen from him.

Aerith twirled her staff in front of her body, and sparkling balls of white energy launched from the ends of her staff. They sped across the room faster than Zack could react. Sharp cries of pain erupted from his damaged throat from their impact. He held up his hands in a feeble attempt to defend himself, but Aerith continued her assault, raining down blasts of energy on her former lover.

Sephiroth forced himself on his feet. Every movement, every breath was painful, but he managed to shuffle towards his foe. He lunged forward and gripped the hilt of Masamune still lodged in Zack's chest. Zack stared down as he felt the tug of Masamune in his chest. He and Sephiroth stared back at each other.

"Aero!" Sephiroth called out as a gust of wind began to form at Masamune's hilt.

In an instant, the wind expanded outwards in a burst of power. Its force sent Zack momentarily into mid-air as he sailed across the room. Sephiroth had managed to hold on to Masamune, and it slid out of Zack's chest, and the monster was tossed away. Once retrieving his sword, Sephiroth collapsed to the ground, his solitary black wing dissolving into a mist of black feathers, and he moved no more.

Despite all the pain and injuries, Zack stood back on his feet, ready for another round. He was greeted by Aerith floating in the air, her staff pointed at his chest.

"I'm sorry," Aerith said softly, her eyes filled with hurt.

A beam of white energy shot out from her staff, sticking Zack dead center in his chest. He recoiled in pain as the beam of pure light burned into his chest. His screams of pain grew louder and less human; he seemed paralyzed, unable to defend himself from the ray of light. Slowly, Aerith landed on the ground, flicked her staff to the side, and her energy blast ended. Zack remained down, still howling in pain as if paralyzed from the attack.

Aerith stood before Sephiroth's body, determined to defend herself and her friend if Zack tried to attack again. Slowly, Zack began to crawl away from the chamber, admitting defeat. He moved like a wounded animal, as if something inside of him, something Hojo had implanted, was taking over. Aerith kept her vigilance until Zack was long gone, and his moans began to fade into the distance. Once sure they were safe, she turned towards Sephiroth, now collapsed and motionless on the floor.

"Sephiroth!" she cried out as she knelt beside his body. She placed her hand on his shoulder and shook him.

Sephiroth coughed and wheezed; his eyes remained shut, yet his hand still gripped the hilt of his sword. His chest had massive purple bruise marks from Zack's blows. Aerith feared his lungs may have collapsed. Aerith pushed her hands under his leather coat and pressed her fingers against his warm, bruised, bare chest. She closed her eyes and prayed to the planet for healing and deliverance.

None came; the planet was silent.

Aerith blinked in confusion and concentrated again, asking the planet to heal the man who had risked his life to protect her. Again, the planet was silent and offered no help. She removed her left hand from his chest to grip her staff, rotating it till the materia she had slotted inside was visible. "Cura!" She called out as the staff began to glow in soft green light. She felt the magic pass through her body and into Sephiroth's chest. Slowly, he began to breathe normally, the bruises on his chest began to fade, his eyes opened, and he looked up at her.

"You ok?" She asked as she stared back down at him, gently removing her hand from his chest.

"I'm fine. I'm just tired," Sephiroth assured her, pulling himself up using Masamune as support. "Who was that? You called him Zack."

"That's a long story I'm not ready to tell," Aerith spoke firmly. "Are you sure you're ok? You were bleeding badly, I saw when he cut you. But now, the wound is completely gone."

"I'm honestly not sure what happened. One minute, I was bleeding, and then." Sephiroth paused as he tried to remember. "I don't know what happened afterward. I was moving on instinct. But we can talk about that later. Did you manage to get the hatch open?"

"See for yourself."

Sephiroth turned and looked at the exit hatch on the other side of the room. The hatch was gone and replaced with a massive smoldering hole. Aerith must have used a fire spell to burn through the locked hatch.

"Clever. Now let's get out of here."

Finally, Aerith and Sephiroth crossed the threshold out of the Shinra Research and Science Division. They found themselves in a massive concrete stairwell that seemed to go down to the base of the Shinra Tower. The stale, cool air was a welcome contrast to the disinfected smell of the laboratory. Small service lamps nailed to the corners of the wall barely illuminated their path downward.

"I'm sorry, I should have found us an elevator," Remarked Aerith as they stared down into the abyss of more than 60 flights of stairs to descend. She glanced nervously over her shoulder, the oppressive silence of the stairwell making her uneasy.

"All that matters is that we got out. This stairwell looks like it's more for maintenance than daily use. I'm guessing no one will notice us; maybe it empties out in the parking garage. Things will be a lot easier if we can make it there.

They descended the bleak stairwell together, the painted floor number their only indication of the passage of time. It was not a strenuous descent, but Aerith noticed Sephiroth slowing down and taking deeper breaths.

"Are you sure you're ok?" Aerith asked with concern as they reached floor thirty-two.

"Like I said, I'm just exhausted. I'm running on fumes." Sephiroth replied. "When we are out of this place, I can rest."

Ten floors down, Sephiroth started using Masamune as a walking stick, and by the time they made it to the ground floor, Aerith was under his left shoulder, propping him up as they walked down. Neither dared stop to rest; after everything they had been through, they wanted to get as far away from Shinra as possible.

The exit door opened to the Shinra Tower's plaza, which occupied the lowest floors of the building. Cautiously, they both stepped out onto the tiled floor, their footsteps echoing around the empty hallway. The plaza was just as quiet and empty as Sephiroth had found it when he had first entered the building. A cold draft from the industrial-strength air conditioners gave the empty floor an unsettling chill.

"I would have expected more guards." Aerith said aloud as she looked about; she had only been here a few times and never this alone.

"It was like this when I got here," Sephiroth said between ragged breaths. "I've barely seen anyone while I've been here."

Aerith figured this had to be a trap. Shinra never missed a chance to show off its military power; it made no sense that this floor, the very heart of the tower, had been left unguarded. She knew that walking out of this building would not be an option; while there were no guards inside, there had to be security forces stationed outside. With Sephiroth barely able to walk, they would not get far. She scanned the plaza, looking for anything they could use when a display in the back caught her eye.

"This way." She instructed Sephiroth. "I have a plan."

They shuffled towards the back end of the lobby, a museum of Shinra's achievements they could show off to the public. The current exhibit celebrated Shinra's motor vehicle division. The latest vehicles were on display, as well as some of its older iconic models. Aerith found what she was looking for one of Shinra's old hauler trucks. It was a two-sitter cab with a stout but deep bed in the back.

"Do you know how to drive this thing?" Sephiroth asked as she helped him climb into the back.

"Name a girl who can't," Aerith said proudly, a rare smile crossed her face. Years ago, the slum had a working truck, the same model as the one on display. She had learned to drive it, along with other members of the slums. It made carting heavy materials and commuting to the train station much more accessible. Unfortunately, like all things in the slums, it didn't last. Eventually, the hauler broke down, and no one knew how to fix it or had the spare parts it needed. Eventually, it was stripped down for parts until nothing was left.

Aerith climbed into the driver's seat. There was not a key, but she didn't need one. With practiced ease, she hotwired the truck, remembering the thrill of the first time she had gotten the slum's hauler to start. She revved the engine as Sephiroth hoisted himself and his duffle bag full of gil and materia. The truck rumbled to life, its engine coughing and sputtering before settling into a steady roar. Aerith shifted into gear and gently pressed her foot on the accelerator. The hauler rolled off the display pedestal and into the lobby. As Aerith wheeled the truck towards the exit, the sound of shattering glass from the upper levels echoed through the plaza caught her attention.

Aerith swung the side mirror up to see Zack, looking more monstrous than ever, landing behind them. A cold dread washed over her. "Shit!" she exclaimed, slamming her foot down on the accelerator.

The hauler's tires squealed before accelerating down the plaza. Aerith steered the truck towards the translucent glass side of the building, hoping for a clear exit. She glanced at the rear mirror, seeing Zack reaching out to grab the truck's rear. The little "Objects In Mirror Are Closer Than Appear" warning did not help their situation.

That was when Sephiroth stood up with his back against the cab. He held his right arm out towards Zack, his fingers wide. "Flare!" he yelled out.

A small red fireball zoomed out from his palm; it arched lazily in the air, leaving a red smoke trail in its wake. The fireball hit Zack in the face and violently exploded into a massive fireball. The shockwave propelled the small truck forward as it smashed through the glass siding. Aerith gripped the steering wheel tight and pumped the brakes as she struggled to maintain control of the vehicle. She had no time to think about Zack or what happened behind her. There was an open road ahead of her, a path away from this evil place. She slammed down on the accelerator, and the small truck sped away from the Shinra building.

Their dramatic exit from the Shinra Tower hadn't gone unnoticed. Within minutes of their departure, two Shinra attack helicopters dropped from the midnight clouds and gave chase. Their twin searchlights quickly covered the vehicle in blinding lights. While squinting from the helicopter's spotlights, Aerith heard the sound of engines reveling and checked her back mirror to see a squad motorcycle unit in pursuit.

"Oh, come ON!" She raged while her fingers clinched the steering wheel. Her eyes darted between the empty road in front of her and the motorcycles racing towards her. She watched as Sephiroth gripped his sword, daring their adversaries to come within slashing distance. Aerith prepared herself; the odds of them getting away were bleak. In his weakened state, Sephiroth wouldn't be able to fend off the motorcycles and attack helicopters simultaneously. All Aerith could do was hold the steering wheel, keep the hauler on the road, and pray to the planet for salivation.

The plant's answer came in a bright flash to the left of Aerith's vision. She turned to see a massive explosion from one of Midgar's many reactors. A second later, the crashing boom of the blast rattled the hauler. The spotlights of the attack helicopters began to waver from the shockwave explosion. Suddenly, the motorcycles broke off their purists as the attack helicopters swerved away, racing toward the smoldering ruins of the reactor. Aerith didn't know what to think or say, so she looked back to see Sephiroth, just as dumbfounded by the turn of events.

There was nothing the pair could do but keep driving down the highway, unsure of what awaited them beyond Midgar's oppressive shadow. In the distance, a security checkpoint materialized. Its bright yellow warning barriers stood out against the darkness of the city. Beyond the checkpoint was the gate out of Midgar, the promise of freedom—from the slums, from this oppressive city, from Shinra's iron grip.

The checkpoint had a simple barrier, a flimsy yellow-striped beam dangling from a concrete box next to the road. The lights inside the guardhouse attached to the checkpoint showed that it was abandoned. Shinra's last attempt to keep them contained was an illusion.

Aerith floored the gas pedal; the hauler sped up as the engine's roar matched Aerith's rage. With a satisfying crunch, they breached the checkpoint, the yellow beam splintering beneath their wheels.

The open road stretched before them, a ribbon of black asphalt cutting through the midnight expanse. The hauler's headlights pierced the darkness, twin beams illuminating their uncertain path. Aerith gripped the steering wheel tightly, her knuckles white. There was no exhilaration, no triumph. Only a profound sense of relief and a deep-seated desire to get as far away from Shinra as possible.

A/N: Thank you all for being patient while I wrote this chapter. It took a lot more time, and I had to rewrite it at least twice. Also, I really appreciate the nice comments you guys leave; they motivate me to work harder on this fic. There will be a lot more chapters to come. I'll try to get them out as soon as I can.