Hush little baby, don't say a word.

Zackary Fair, for all his happy-go-lucky nature and reputation of being the cheerful, laughing one who was never down, and would never notice if anything was wrong, was not ditzy and unobservant. His reputation was inaccurate in that respect.

Because today, he knew that something most certainly was wrong.

And today was not the first time.

He watched carefully across the room as Cadet Cloud Strife sparred with his partner.

Everything about the boy had made him worry recently. Because everything about the boy was off; he wasn't even trying in practice anymore – and Zack had never seen a cadet so hardworking; it wasn't normal for the boy to not give it his all -, he flinched at every touch he received, and he was so reclusive now that the only time that anyone really ever saw him was in class, which he had to attend.

And whenever he spoke to the boy, there was something about his voice…something that gave an air of – what was it? Defeat? Yes. Defeat sounded right.

Zack sighed as he watched Cloud cave in the sparring with a cadet that he used to be able to wipe the floor with.

And while the boy was talking to Cloud, who simply nodded politely, eyes listless, Zack realised something that made him startle; it was not that Cloud suddenly did not have the ability. It was that Cloud just did not have the will anymore.

He simply didn't seem to care.

Well, arseholes to that. He was Zack Fair. He did not just give up.

"Alright, well done guys, lets pack it in for the day, you can go early. Good work." Zack announced clearly, telling them to put the weapons away and then head for the showers.

"Ah, hang on, Cadet Strife, could I have a word please?"

Cloud looked up, startled, then shrugged and wandered slowly over to where Zack stood.

Although Zack did not know the kid incredibly well, he knew Cloud well enough to not call him 'Cadet Strife' when they were alone, but formality had to be maintained in class, or accusations of favouritism might be made.

And Zack knew Cloud well enough to know that he liked him, and wanted to get to know him even better.

Zack did not say this to be arrogant, but he knew that he was the closest thing the blond had to a friend.

Which was a mystery; a kid like Cloud should have loads of friends.

But no. There was only Zack.

And so Zack tried to live up to this position of trustworthy friend.

Although right now Cloud would probably hate him for it. Cloud didn't really like questions.

"You wanted to see me Sir?"

Cloud asked quietly, pulling Zack from his thoughts.

He smile as unobtrusively and warmly as he possibly could, and toned his voice down to a low and coaxing tone.

"Yeah, and drop the 'Sir' okay? The others have gone now. It's just Zack, remember?"

Cloud smiled a small smile and nodded.

Zack's smile turned a little more serious as he addressed Cloud again.

"Look, Cloud…I don't mean to intrude or anything, and if it's none of my business, then you can just tell me to stay out of it."

Not bloody likely Zack thought. I'm not just going to let this go.

"But I've noticed a change in you, Cloud, and it's not really the good kind of change."

Cloud's eyes widened, and he practically fell over himself to protest.

"I haven't changed! I'm the same as always. And if it's my work, then I'm sorry, I can pull it back up, I'm just tired is all…"

"Whoa, whoa, Cloud, calm down. It's not your work. Your work has always been fine. You work hard, and that's good."

We'll leave the issue of his falling work until later; don't want to break his heart. I know how badly he wants SOLDIER.

The SOLDIER tried to think of a way to say this next thing without insulting and hurting the blond, but there really was no other way. Besides, the shock might do him good. Might persuade him that it's okay to need help.

"It's just…" the SOLDIER sighed. "you."

Cloud's eyes widened.

"I haven't changed." He insisted quietly.

Zack just nodded sadly and gently.

"I haven't. Tell me how I've changed. Tell me." The blond said quietly, and on the last two words, his voice almost broke, as if begging to know what he was doing wrong.

Zack stared into Cloud's eyes, forcing the blond to look at him; he wanted the boy to take this in.

"You're quiet. No, strike that, you're reclusive. You don't want to see or talk to anyone. The only time people see you is in training classes. You look tired all the time. You don't have any energy. You won't let anyone even touch you any more. And the way you talk, and the way you act…it just seems as though you've given up and don't give a damn anymore!"

Zack's voice had risen in anger gradually, as Cloud was simply standing there, taking it all, and trying to look away from him, trying to ignore it all, deny it and escape.

"That's not the Cloud Strife that I know."

The boy simply looked away, biting his lip, looking as though he wanted nothing more than to run away.

Zack reached out and gently took the boy's chin and tilted his head up to look at him. Cloud flinched, and Zack loosened his hold, but did not let go.

"Come on, Cloud. Tell me what's wrong, yeah?" He said gently, trying to convey with his eyes and tone of voice that he genuinely cared.

Cloud again bit his lip, actually seeming to contemplate telling all to Zack for a moment.

"Please Cloud. I can help." Zack coaxed. He was First Class, after all. If Cloud's unhappiness had anything to do with the military, Zack could definitely do something. Being First Class gave you quite a bit of power to wield. And being General Sephiroth's Second helped a lot, too.

But Cloud simply worried his lip even more. God, he wanted nothing more than to tell Zack everything. But he simply couldn't.

"I can't. There's nothing wrong. You just didn't know me as well as you thought you did, Sir. I've always been like this." Cloud whispered, backing away from the other man's touch. "So I think I'll take you up on your offer, and say; it's none of your business. Stay out of it."

Cloud would never dare say anything like that to a superior before, but Zack wasn't angry. He wasn't angry because he it just worried him more. It worried him because there must be something wrong to make shy, timid Cloud Strife say something like that to a superior officer.

And because the boy had said it in such a regretful and torn whisper that no one could possibly take it as an insult.

"Can I go now?"

And although Zack wanted to say no, to make Cloud stay and tell him everything, he knew that this interrogation was probably making things worse for Cloud at the moment.

"Sure." He gave up. "But Cloud. If you change your mind, or if anything happens, you come to me, yeah?"

Cloud gave Zack a smile and then walked off.

And it was only later, as he sat doing paperwork, that a pang of worry hit Zack as he realized that Cloud had never actually said yes.


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