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"Whoa!" Zack exclaimed, stepping back to brace himself. That had almost been a stumble then. "Nice move!" he added once he'd recovered his balance, flashing an encouraging smile. "Where'd you learn to do that?"

Cloud grinned, pushing his sweat-soaked bangs out of his eyes. "Sephiroth taught me."

Strike, strike, block, parry. "Sephiroth? Wait. When was this?"

Cloud was too focused on avoiding Zack's attack to notice the way his eyes narrowed. "That mission you were on yesterday. He said you'd been talking about me..."

True. Zack did talk about Cloud a lot... he hadn't thought Sephiroth ever paid attention to his ramblings on the cadet, but apparently he'd been wrong. Well, shit. 

"Raise your guard just a little higher. That's it." Cloud adjusted his stance and Zack began a fresh series of strikes. "And what, he offered to train you just like that?"

Cloud nodded distractedly as he blocked. "'Said you told him I was good. He wanted to make sure you weren't exaggerating like you normally do."

"When have I ever exaggerated?"

"When have tonberrys ever been ten foot tall with a mouth full of razor sharp teeth?" Cloud shot back.

"Hey, those things are evil!" Zack purposefully left an opening in his guard, drawing Cloud onto the offensive. He still had a tendancy to hold back too much, but when Cloud worked up the confidence to go for it, damn could the kid pull off some powerful moves. "So? Did you do me proud and kick his shiny butt?"

Cloud snorted. "Yeah right. I think he was impressed, but... I still spent most of the session sprawled on my back."

The metallic screech as their swords clashed was loud enough to be jarring. 

Zack gave Cloud a sheepish apology; he was supposed to be playing defensive, and that had been almost a full-strength attack. Cloud had only just managed to block it. Shit. He hadn't meant to lash out like that. It was just the mental image of Cloud, panting and breathless, sprawled out on the floor, and Sephiroth...

Cloud was a little taken aback by the momentary flash of thunder he'd caught in Zack's eyes, and it was only with some hesitancy that he continued. "Sephiroth said he would come and help us train tonight as well..."

Oh, that was definitely thunder in Zack's expression. It was enough to throw Cloud's focus off, the resulting stumble allowing Zack to catch him off-guard and press in fast and close, dull edge of the blade to Cloud's throat. Cloud could feel his heart hammering beneath the cool metal. He dropped his own practice sword in a gesture of defeat, ending the sparring match.

Zack nodded slowly and likewise lowered his sword, but didn't back away. Instead of offering some constructive criticism and a quick breather before their next round, like any normal person would do, he merely pressed in closer to Cloud, breathing in. His eyes narrowed again. "You smell like him."

"Wh-what?" Cloud stuttered, a little flustered. Zack was always getting in Cloud's personal space, but somehow this felt a lot more... deliberate. And was he sniffing him?

"Sephiroth. You have Sephiroth's scent on you."

"Well, I guess... I mean, he was just showing me some new moves, y'know, like how you do... with the hands on and guiding my movements and stuff, so I guess we were kinda standing close for a bit, but... I mean, I have showered since then and everything, so I shouldn't--"

This was evidently the wrong thing to say, because Zack growled. Proper growled, close enough that he could feel the vibrations against his throat, and it sent a shiver down Cloud's spine.


"He can't have you."

What? Cloud blinked. "Zack, are you... jealous?" That what it sounded like, but he'd never thought Zack to be the possessive type, and it wasn't as though Cloud was such a great prodigy that anyone would ever want to fight over getting to train him. The opposite, if anything.

"You're mine," Zack growled, and Cloud shivered again. 

There was a hand wrapped round behind his back, holding him in place, Zack's body only a few electric millimetres from his, and Cloud could have hit himself for being so oblivous. This... wasn't about training, was it? But Zack wasn't-- he didn't-- what was he--?

Cloud didn't get to finish the thought. Not that he needed to, because it then became very obvious what Zack was doing. Zack was kissing him. Oh, Gaia, Zack was kissing him. Not gently, either; it was teeth and tongue and pure heat, and Cloud was grateful when Zack pressed him up against the wall because he felt like his legs might have given way without the support.

Cloud was panting, face flushed from more than just the exertion of training by the time they pulled away.

"Mine," Zack repeated.

If Cloud had been thinking straight, he might have questioned whether he got a say in the matter. As it was, he wasn't thinking at all, brain short-circuited from that breath-taking kiss. He wasn't entirely sure what was happening, but if the gorgeous First Class wanted to fulfil several of Cloud's guilty, persistant fantasies, he was not going to protest. Even if the exact reason escaped him, kissing Zack just felt so good and right.

Which must have been why Cloud leant in and did it again.

Zack took full advantage of the unspoken permission. His hands suddenly felt like they were everywhere, touching and caressing all across Cloud's shoulders and down to his waist while their lips pressed together. The kiss was over sooner than Cloud would have liked, Zack's mouth instead moving lower to nip and suck at his throat. Cloud tilted his head back, sighing happily as he let his eyes flutter shut.

They shot open again a second later. "Ow!" Cloud yelped, struggling to push away from where Zack had just bit him. Zack was having none of it. He tangled his hand roughly into Cloud's hair to keep him in place, not stopping despite Cloud's squirming.

"Zack..." Cloud hissed. It wasn't as painful as he'd thought from the initial surprise. It... actually felt quite nice after a while, despite the dull sting, and Cloud relaxed, pressing his body against Zack's in offering for more.

Zack eventually pulled away, kissing the abused flesh by way of apology. "Want him to see that you're mine," he muttered, the words ghosting against Cloud's bruised skin.

Cloud had to take several breaths to steady his spinning head before he could speak. "I'm gonna... get in trouble if my Sergeant sees me with a hickey, though."

He paused to consider this. "I'll make the rest easier to hide," Zack promised sweetly, and then his mouth was back on Cloud's heated skin, marking a spot just below his collarbone. Cloud moaned.

Now certain that Cloud wasn't going to object any further, Zack released the tight hold he'd had on his little trooper. He could use his hands for much better purposes, after all. Cloud seemed to think so too, arching into the touch as Zack's fingers slid beneath the loose vest he wore for training. 

In one impatient movement, Zack tugged Cloud's top over his head and tossed it carelessly aside. He immediately set to exploring the smooth, pale expanse of skin left bared, mouth moving lower to close around one of Cloud's nipples as his fingers teased the other. Cloud squirmed, his hands tangling into Zack's hair to hold him there.

Zack was more than willing to stay close, pinning Cloud roughly between the wall and his body as he left stinging nips and kisses across Cloud's chest. Cloud's breath hitched. He could feel every inch of Zack pressed up against him in this position... every inch, including the very obvious evidence of Zack's arousal, and Cloud felt his face flush in response. Even more so when he noticed the insistent, jerky movements of Zack's crotch against him. 

Cloud had never realised exactly how accurate Zack's nickname of 'puppy' could be. But he definitely seemed to be humping Cloud's leg now, and... that was bizarre, but sort of hot at the same time. Cloud wrapped his arms around Zack, shifting his weight forward to press against Zack's hardness.

Zack made a soft groan of pleasure, eyes narrowing at Cloud's little smirk. Then it was Cloud's turn to groan as Zack returned the favour, rolling his hips into Cloud's and grinding their clothed erections together. 

Cloud grabbed hold of Zack's shoulders, fingernails digging into flesh. "Oh, Shiva...!"

Zack repeated the movement, a little slower as Cloud moaned again. He pulled back to stare at him, eyes dark with heady lust and possessiveness. Even if he wasn't about to stop, he at least made a valiant effort to be considerate. "You okay? With this?" 

"Yeah. Please..." Cloud managed, only to let out a startled cry as his feet were swept out from under him. Zack, the cause of this directional upset, followed after Cloud as they tumbled to the floor, his weight pinning him down onto the training mats.


The small noise of protest went unheard as Zack's lips found Cloud's again, claiming his mouth fervently. Cloud returned the sentiment with equal intensity. 

Growing confidence and arousal gave Cloud the courage to do some exploration of his own, and Zack hummed his approval as the cadet hesitantly slid his hands down Zack's sides. Even through the thick fabric of Zack's SOLDIER top, Cloud could tell; he was ripped

Cloud's eyes dropped to where his fingers were splayed over Zack's toned stomach, and the surge of part-jealously, mostly-longing must have been written blatantly on his face. Zack chuckled. With an obliging smile he pulled his top off, immediately crashing back down on top of Cloud and pulling him back into a blistering kiss. 

Cloud couldn't even be disappointed about missing a chance to ogle Zack shirtless. Not with the warmth of Zack's bare skin pressed insistently up against his own, their bodies twining together. Cloud still wasn't even sure how the sudden, explosive sexual encounter had come about, but he wasn't about to put a stop to it. He liked Zack, and Zack apparently really liked him too. And Zack was his friend. Cloud would trust Zack to the ends of the Planet; it wasn't any stretch to trust that Zack wasn't just taking advantage of the situation, even if Cloud's mind was reeling too much to think properly through what they were doing.

Zack's fingers worked their way lower, tracing the line of Cloud's hip bones down to meet the waistband of his pants, then farther. His hand covered over the growing bulge beneath the fabric, and Cloud bucked his hips up with a heartfelt groan. Zack was barely touching him, but even that gentle teasing had him panting. His breath stopped for a moment entirely when Zack snapped open the button of his pants, tugging the zipper down. 

"W-wait a sec," Cloud stuttered. Not that he was complaining about Zack wanting to get into his pants, not at all. It was just... there was something important that he vaguely recalled... "Sephiroth!"

Zack practically snarled at the mention of his superior's name, and Cloud shrank back a little. He'd never known friendly, upbeat Zack to make any sound that aggressive; he knew he should have been scared, but mostly it just made him even more helplessly turned on.

"He doesn't matter," Zack insisted, palming Cloud's dick again. Only this time there was no fabric between them, and the heated contact felt even more intense. Cloud groaned. Oh, shit, that felt good. 

"But Se-Sephiroth was going to... uhhn...!" Zack had eased him out of his underwear entirely now, his hand working over Cloud's dick with just enough rough friction to leave him gasping. It made it very difficult to think. "Training. Help with training. He could be here any time..."

The feral grin that Zack gave him then made Cloud's stomach flip. "He's already watching."

Cloud felt his blood turn to ice in an instant, eyes widening in utter mortification. He threw his head back, following Zack's line of sight to the other side of the training hall. 

Sephiroth was impossible to mistake. Zack was right, and Cloud thought he could have died from humiliation.

Panicking, he tried to squirm away, to twist himself out from beneath Zack. He needed to cover himself up, pretend they had only been training, or wrestling, or, or something, even though logic told him it was far too late for that. Shit! They were going to get into so much trouble. 

Zack bit his shoulder, cutting through his panic. It was hard, unlike the previous bites which Cloud now realised had only been playful. This fucking hurt. Cloud whimpered.

"Look at me," Zack demanded. "Just me. I'm all that matters."

He grabbed Cloud's wrists, squeezing them warningly as he pinned them to the mat. His body weight pressing across Cloud's thighs did the rest. Cloud struggled for a few more seconds before realising it was futile; he had learned to toss opponents from his position before, but he'd never been that good at it and he didn't have a hope against SOLDIER strength. He scrunched his eyes shut, bracing himself.

But nothing happened. Zack's grip loosened, and he took Cloud's hands in his own in an almost soothing gesture.

Cloud took a deep, shaky breath. "We're gonna get in trouble..." 

"We won't. Trust me, I've seen what Seph does in those shiny new VR rooms with Genesis." Zack's tone took on a predatory purr. "Let him watch. I want him to see that you belong to me. Maybe then he'll think twice about trying to move in on my little Cloudy."

Hesitantly, Cloud tilted his head back to look at Sephiroth again, trying to be subtle about it. Not subtle enough, because Sephiroth was staring straight back at him, the corner of his mouth quirked up in some sort of sadistic amusement. But there was something else in his eyes, something predatory and dark with lust that made Cloud shiver. Was Sephiroth... actually enjoying watching this? 

Cloud had hated the idea of anyone else seeing him vulnerable and exposed, but then this was Sephiroth. Staring at him with those gorgeous bedroom eyes while equally-gorgeous Zack had him pinned down half-naked...

The thought was making his head spin again.

Cloud had softened in his panic, but his erection twitched back into life as Zack's hands steadied his hips and that talented mouth began to press hot, open-mouthed kisses along his cock. Cloud tossed his head back with a shaky cry;Gaia that felt good.

Zack pushed Cloud's pants farther down his thighs, propping his legs over his shoulders to give himself better access. The position left Cloud embarrassingly on display, but he found he didn't mind all that much, not when Zack was staring down at him with that expression of rapt hunger.

"What are you...?" Cloud watched with wide eyes as Zack dipped his head back down, lower than before. His hands spread Cloud's legs, and Cloud made a squeak that was part-embarrassment, part-pleasure as Zack licked him there.

His face felt like it was burning. What was he-- wasn't that kinda gross? Or weird, at the very least. Zack didn't seem to think so, lavishing Cloud's hole with kisses and licks.

Cloud squirmed; that was definitely weird, but he hadn't expected it to feel as good as it did. Enough so that he had to press the back of his hand to his mouth in an attempt to muffle the small, helpless noises that kept escaping.

"Hey, don't do that. I want to hear you." Zack smirked up at Cloud, lips languidly nuzzling at Cloud's balls in a manner than looked utterly obscene. Cloud's breath caught. "I bet he wants to hear you too," Zack added.

Cloud groaned. He hadn't meant to; the last thing he wanted was to make Sephiroth think he was purposefully putting on a show. Being watched made him feel nervous, but he couldn't deny that some part of it turned him on as well. It was too much to try to figure it out while Zack's tongue was tormenting him though. 

Tormenting was right. Whatever Zack was doing now was much more forceful than before, pushing against the ring of muscle and practically fucking Cloud with his tongue. Damn, was Zack strong everywhere? Occasionally his mouth strayed farther upwards, teeth tugging at the sensitive flesh of Cloud's inner thighs and leaving small stinging bruises. Marking him.

Cloud reached down to touch himself, desperate to relieve some of the pressure of his aching arousal. 

Zack growled a low warning, though it was more playful than aggressive this time. "I'm not finished with you yet." One of Zack's fingers, slick with saliva, probed, testing, at Cloud's entrance. It was only then that Cloud realised the obvious; that Zack probably intended to fuck him right there on the gym floor, right in front of Sephiroth.

And it was that he didn't want Zack, it was just... all a bit fast. Messing around Cloud was fine with, but were they really going to go all the way just like that? Not to mention that they had an audience, and exhibitionism was definitely more Zack's kink than his...

Zack must have noticed Cloud's sudden tension. He paused, looking slightly guilty as he realised he might have pushed a bit too far. He wanted for Cloud to be all his, his and only his, but he wanted it to be good for him as well. Zack drew back to give the blonde trooper some space.

Cloud tangled his fingers into Zack's hair, pulling him up for a kiss instead. Kissing he knew he was perfectly comfortable with, and Zack's kisses were utterly intoxicating. This one was softer, Zack still sensing Cloud's nervousness and trying to reign himself in, but no less passionate.

Somewhere along the way Zack had found the time to push his own pants down as well, and Cloud could feel Zack's erection, hot and hard against his own as the SOLDIER's weight settled down onto him.

"Hey, Cloud. You wanna do it like this instead?"


Zack grinned and demonstrated, lining their dicks up and slowly, purposefully thrusting himself against Cloud. Cloud made a sound somewhere that was completely unintelligible, but most definitely one of pleasure. If he'd thought their moment of clothed grinding before had felt good, it had nothing on this.

"Feels good?" 

Cloud could only nod, rolling his hips up in a desperate plea for more. The move made them both groan. It was a perfect compromise; Cloud didn't feel ready to go all the way, but he sure as hell wasn't about to stop completely. This was just as intimate, and they could both get off at the same time.

"C'mon Cloud," Zack panted, nudging his head against Cloud's shoulder. "I want you to touch me."

He would never comprehend where he found the mental capacity to actually follow the command, but nonetheless Cloud found his hand hesitantly sliding between their bodies. His fingers bumped against Zack's.

It was oddly safe and comfortable like that. The security of holding Zack's hand... except for the fact their hands also happened to be clasped around their dicks.

"Show me how you like it," Zack murmured, teeth tugging at Cloud's ear for emphasis. 

If Cloud was hesitant at first, he quickly overcame it. He kept their strokes slow and steady, afraid that if he went much faster he wouldn't last at all. It felt incredible, having Zack pressed so intimately against him, all velvety skin and hard flesh and the calluses on Zack's fingertips as he stroked them both. 

"Oh, Gaia," Cloud breathed, letting his head fall back. He didn't think he was capable of any more than to simply feel.

"Gods, you look so good, Cloud," Zack murmured in reply. "C'mon, look at me..." 

Cloud's eyes met Zack's, and Zack smiled at him. There was lust written all over his face, and the same jealousy and possessiveness that had sparked the encounter, but Cloud saw something softer behind that as well. Something that was almost tenderness.

He knew Zack cared about him, of course. They were friends. But it suddenly hit home that Zack cared, more than just that, and Cloud wanted nothing more in that instant than to be as close to Zack a physically possible. He threw his free arm around Zack's shoulders, pressing every inch of himself up against the SOLDIER.

Zack blinked, almost surprised at Cloud's sudden affection, before settling into a wolfish grin. He took over their rhythm, faster, harder, thrusting himself against Cloud and pushing them both to the edge.

Cloud trembled beneath Zack as he rubbed his thumb over the sensitive head of Cloud's cock. "Nn! Zack...!" His face was flushed, heart pounding and breath coming in shallow, uneven gasps. The electric heat between them felt almost suffocating.

Zack's mouth met Cloud's roughly, swallowing the rest of his groans. His whole body arched up with a shudder, eyes fluttering shut in concentrated pleasure as he found his release. Zack continued pumping his fist around them, erratically now, and Cloud could feel Zack's cock pulsing against his as Zack came as well.

Cloud clung to Zack even as he came down from his high, even though they were both sticky with the inevitable evidence of their activities. He was perfectly content just to enjoy their closeness, mess be damned. He could have laid in Zack's arms forever. 

Although, wasn't there something...? Cloud tensed. He threw a panicked glance across the room, but Sephiroth had vanished. Cloud was immensely thankful for that, even though he was certain there would be consequences later. He would deal with that when it came to it; right now he felt too good to care. Cloud relaxed back down into the training mat.

"You okay, Cloudy?" Zack rolled onto his side, hovering halfway over Cloud. 

"Yeah," Cloud managed. "Yeah. That was... that was good. You could have asked though, y'know."

"Sorry." At least Zack had the decency to look sheepish about it. "It was just... the whole training-with-Sephiroth thing. He never does hands-on training like that... all I could think was him using it as an excuse to molest you or something, and... yeah. I get possessive sometimes."

Cloud huffed, still somewhat out of breath. "No kidding."

"So... hey. I was wondering. You wanna go out for dinner sometime?"

Cloud stared up at Zack. He was asking now? While they lay sprawled together, half-dressed on the floor and covered in each other's spunk, after the most incredible orgasm Cloud had ever experienced? He did the only thing that seemed sensible. He burst out laughing.

"Yeah." Cloud smiled. "Yeah, I'd like that."