(A/N): So many submissions, so little time... But this is a long-overdue fic for Suzaka, and I wanted to get it up - we only discussed this a month ago. I fail at life. For Suzaka, because I still worship the way she writes Zemyx, because I was little to no help with the whole 'Upside' problem, and because she is an all-around great person. Hope you like it.

Disclaimer: Insert witty disclaimer here.

Memories

Demyx stood at the water's edge, letting the waves wash over his dark boots. A salt-laced breeze stirred his hair, and Demyx smiled into the distance, where sea met sky, the line almost indistinguishable. He didn't turn when he heard someone step out of the darkness behind him.

"Number IX."

Demyx ducked his head before he glanced over his shoulder with a wry grin. Zexion was standing behind him, arms crossed over his chest. There was an echo of exasperation in his voice. "You need to tell someone before you leave the castle," he frowned. "What if the Superior had been looking for you?" Demyx shrugged, half-turning away from the restless waves.

"You always know where to find me," he pointed out. Zexion's frown deepened before he glanced to the side.

"What are you doing here?"

Demyx smiled at the acquiescence in the Schemer's voice before he turned his eyes back to the water. "I like it here," he murmured, watching Zexion come to stand beside him from the corner of his eye. "Myde loved the water – being here makes it easier. To remember, you know?"

"Remember what?" Demyx shrugged and fiddled with the shells he'd collected, running his fingers over their smooth surfaces.

"Feeling." He didn't look at Zexion as he answered, knowing his insistence in clinging to his memories of before frustrated the other man. To his surprise, Zexion laid a gentle hand on his shoulder. Turning the blond toward him, Zexion's eyes were soft, an imitation of something Demyx couldn't name swimming just below the surface.

"It's not real, Demyx," Zexion said quietly, resting his fingers lightly against Demyx's jaw. "They're not even your memories." Demyx slid his eyes away from Zexion's face.

"I know," he muttered. "But they're all I have."

Zexion sighed and pinched the bridge of his nose, a small smile flitting across his face. "So Myde loved the water," he murmured, turning away from the blond. Demyx stared at his back for a moment before he dropped the shells back into the water. Creeping up behind Zexion, he laced his arms around his superior's waist.

"Well, I love something Myde doesn't," he teased, nuzzling Zexion's jaw. Zexion rolled his head to meet his gaze.

"We can't love," he answered automatically, but his voice was missing its usual biting reprimand. Demyx grinned at the small smile on the Schemer's face.

"I know," he murmured, turning Zexion back to face him, wrapping his arms around the older Nobody's neck and kissing him lightly. "But we can remember, can't we?" Zexion sighed and shook his head, closing his eyes as Demyx pulled him back for another kiss.

Demyx called up a door to the darkness, stumbling through it and into his room, pulling Zexion clumsily along behind him. They collapsed on the bed, and Demyx held Zexion against him as he strained his ears for a sound they were incapable of producing. "You can remember," he whispered fiercely.

"Yes," Zexion admitted, tracing the line of Demyx's jaw with one finger. Demyx smiled and nipped at it playfully, reaching out and beginning to unzip Zexion's dark coat.

"Then why's it wrong?" he asked, pushing the black leather aside and sliding his hands underneath Zexion's shirt.

"Because it's not real." Zexion's voice was tight as Demyx rolled on top of him, the blond trailing his tongue lightly along the other man's stomach. "You're not him." His voice dropped to a sigh as Demyx's fingers began working at his pants. Frowning, Demyx shrugged out of his jacket before he slipped his hand into Zexion's pants.

"We're going to be complete someday," he insisted, trailing kisses along Zexion's jaw. Zexion's only answer was a groan. Demyx pumped his hand slowly, dropping light kisses against Zexion's lips as the Schemer moaned into his mouth. Finally, Zexion pushed him back, grabbing his hips and rolling on top of the blond. He ducked his head, panting as he kept Demyx's wrists pinned to the mattress.

"But we're not complete now," he gasped out, his dark eyes boring into Demyx's. "To forget that will destroy you, Demyx." Demyx frowned and glanced away, not moving when Zexion released his wrists.

"I know that," he murmured, chest clenching. There was a moment of silence before Zexion shifted, and Demyx closed his eyes as Zexion pressed his lips to his cheek. He knew they were really empty, that they only played at feeling, but…

If Zexion was still here, still pressing soft kisses against his skin, one hand stealing down to caress him through his clothing, if he was here despite the fact that Demyx only meant the most superficial of things to him –

Demyx wrapped his fingers around Zexion's erection, grabbing his hip and rolling him when the Schemer's breath hitched. Zexion let him press him into the sheets, opening his mouth to him as Demyx sealed their lips together in a hungry kiss. Zexion would never willingly do this for another member. It meant something. Demyx knew he wasn't wrong.

He stripped Zexion's pants off, hurriedly discarding his own as well, suddenly desperately impatient. He bent and licked tantalizingly slowly at the head of Zexion's dick, relishing the helpless groan that tore its way out of the Schemer's throat before he fished a potion from his discarded jacket. Zexion spread his legs as Demyx's fingers trailed along his inner thighs, and the Schemer choked back a groan as Demyx carefully pressed his fingers into him. Demyx tried to distract him with kisses as he spread him open, smiling when Zexion bit gently at his lower lip.

Pulling back, Demyx spread the remaining potion over his erection before he pulled Zexion's hips up, the Schemer throwing one leg over Demyx's shoulder as the blond slid forward, staring down at Zexion's flushed face. Zexion sighed and nodded. "Move."

Demyx kissed him before he began to move inside of him, biting down gently on Zexion's ear lobe as they found a good rhythm. Zexion's blunt nails scraped across his back as he groaned quietly, and Demyx pulled the Schemer's hips up further, thrusting deeper as he searched for the spot that made Zexion arch and scream. Zexion moaned and writhed beneath him, gasping for air, and Demyx felt his chest clench in a different way as he wrapped his hand around the slate-haired man's erection.

Zexion came suddenly, and the way he groaned his name pushed Demyx over the edge. Sinking forward, Demyx collapsed on top of Zexion, pressing his lips to his throat, where his pulse should've been racing. They held each other as their breathing slowed, and Demyx traced nonsensical shapes against Zexion's chest for a moment before he spoke.

"I'm glad – I'm glad I'm not him," he said quietly, tilting his head to stare up at Zexion. Zexion ran a hand up into his damp hair, fingers curling around the sweaty strands.

"Why?" Demyx smiled and rested his nose against Zexion's throat.

"He didn't know what to do with his heart." He didn't have to look up to know Zexion was probably raising an eyebrow at him.

"And you would?" Demyx didn't answer; pressing his face further into Zexion's skin, he wrapped his arms around the Schemer's chest and hugged him fiercely.