"Move your damn feet, Cloud!"

Growling the Cadet quickly jumped back, narrowly avoiding a blow that would have left a large bruise on his right hip if he had moved a second later. Even if the training swords would stop them from cutting each other to pieces they'd still break bones and Cloud really didn't want to spend another week in the infirmary. That was, after all, the sole reason he was here, he was meant to be catching up on the training he'd missed while in the hospital division with concussion. It wasn't his fault; some cocky little sod in his class had decided it would be fun to see how much damage he could do to the small blonde, if Sephiroth hadn't walked in at the time he probably would have been in a lot more pain with far more serious injuries.

"Don't just fucking stand there staring into space, Kid, move!"

General Sephiroth. The one and only hero had actually blocked a blow for him and carried him to the infirmary with Zack, not that the silver haired God needed any help with someone as pathetically small as him. He'd even dealt out the punishments himself, something that Zack said he didn't do often with Cadets of his rank.

Of his rank…Somehow Cloud didn't think that the SOLDIER had meant to make it sound so pitiable. He was sure it was meant to have been a compliment but in a way it made him feel more insulted than special…

"Fucking pay attention, Spike!"

Snapping out of the reverie he'd fallen into, the cadet quickly dodged another swing of Zack's sword, hopping back. Before he could get his senses together to even attack the brunette the SOLDIER had run at him, slashing at the blonde's chest. Cloud somehow managed to duck the attack and hit by inspiration he landed on one hand, twisted and swung his legs round to knock Zack's legs from beneath him. The man fell heavily to the floor and Cloud jumped quickly to his feet slowly backing away, his hand's gripping the hilt of the sword tightly, almost as if it were a lifeline, pointing it down at Zack's throat gulping slightly, a small smile tugging at his lips.

"Good! Nice try, Kid, but not this time!" the brunette laughed and threw himself up grabbed the Cadet's wrists, twisting impressively around the sword. Using Cloud's weight to his advantage the SOLDIER propelled himself forwards and as he passed the smaller man's shoulders he nudged the blonde's back gently to throw him off balance. Grinning he watched the boy tumble forwards, land on his stomach with a soft 'ooph' and watched the sword as it skittered away. Turning Zack gently tapped the small of the blonde's back with the tip of his own weapon, a large grin occupying most of his lower face.

"Now it's over."

Stepping back, Zack let Cloud roll onto his back and sit up, watching him carefully. Part of him knew that the blonde would take this badly, that he'd see it as a failure, but in all honesty he'd knocked Zack down when the kid wasn't all there. He'd put up a good fight against him, sometimes the Cadet must forget that he was a first class SOLDIER, most thirds couldn't compete with him. Cloud was good.

Crystal eyes stared up in awe at the tousled dark haired man above him and the short blonde Cadet suddenly became aware of the heat rising to his face as he realised what had just happened. As usual the man in front of him had disarmed him in no time and now he was sprawled on the floor, the training sword he'd wielded a few seconds ago having skidded into a corner. A gloved hand entered his line of sight but he didn't take it, instead he quickly hopped to his feet brushing himself off and turned his gaze to stare miserably at his hands. How was he going to make it into SOLDIER at this rate? How could Zack Fair even stand to be in his presence for more than a minute? He was a nobody; a scrawny, little, nothing-special runt from a back-water village.

The blonde was pulled from his thoughts by a hand on the top of his head and leather clad fingers ruffled the soft spikes, out of sheer habit he swatted the hand away, jumping back, and his impish face set in a scowl. Plucking up the courage to look up, he was surprised to see Zack had his usual cheerful smile plastered over his face and was nodding encouragingly to him. If only to escape the look he was receiving, the short Cadet quickly turned to retrieve the sword from the other side of the room, all too aware of the SOLDIER's exasperated eyes on his back.

"Aww, come on Spike, you're getting better, that move you pulled was good stuff," the man said reassuringly, never taking his violet eyes from the blonde's back, "You're doing your best, just remember that."

"Well my best isn't good enough! I'm sick of always failing! I can't even hold my own for a few minutes!"

Both fell into an awkward silence and Zack moved one hand to rub the back of his neck, sighing heavily before striding to the Cadet. It was even worse that the younger of the two couldn't read his superior's face and the blonde was suddenly worried that he was about to get in trouble. He'd raised his voice; to Zack! It was easy to forget the man was his superior as well as his friend. He hadn't meant to raise his voice obviously but still, it was a bad habit to get into. He was more frustrated but angry. Cursing himself again for loosing his temper, his grip tightened on the hilt of the sword in his hands.

Zack stopped a few feet from him, staring down at the Cadet with a guarded expression, hands on his hips.

"Cloud Strife."

"Yes, Sir?"

"Don't ever say things like that. I'd rather you didn't think them either but I doubt I'd know if you did. You know I don't like pulling rank on you but you'll never say things like that in front of me again and that's an order. Do you understand?"

Cloud looked down again to pretend he couldn't see the hurt in the older man's eyes and nodded quietly. The brunette raised an eyebrow and took to sword from the blonde's hands, tapping his foot gently. "What was that, Cadet?"

"Yes, Sir."

"Good. Now get down to the Mess Hall and eat, I'll clean this up," Zack sighed, gesturing to the door on the opposite side of the room, examining the swords for any damage before catching the younger mans eyes, "You're already slightly late as it is."

"Yes, Sir. Sorry, Sir."

Blushing, Cloud looked down and quickly strode across the room to escape the man, but he only made it half way before his wrist was grabbed. Looking round the surprised look on the brunette's face told him he hadn't expected to do that either, to cover his unplanned move; Zack smiled and ruffled Cloud's spikes again.

"Still your friend Cloud, so stop calling me Sir. Remember, anyone gives you any trouble at dinner you come and find me, or Seph, he said he'd keep an eye out for you, alright?"

For a moment Cloud didn't move and just stared at the SOLDIER grinning at him, then he became aware of another blush that rose to his face, he just hoped that Zack didn't know what it was about. The idea that The Sephiroth would be watching him was almost too much to really understand. The man of his affections, his God, was going to be watching him, that's why he wanted to join SOLDIER. He wanted to prove himself to the silver haired General, to his friends back home, but more importantly he wanted to prove to himself that he wasn't as weak and pathetic as he's always been led to believe. Honestly, he could have hugged Zack, but somehow he didn't think the SOLDIER would appreciate it, he had had girlfriends in the past and flirted with too many woman to even be considered gay.

"You alright there, Spike?" Zack asked after a while, watching Cloud's face move through countless emotions quicker than he could blink. Had he said something wrong? Frowning, he leant in slightly, his nose inches from the blonde's and stared intently at the boy, who blushed deeper.

"S'just hot, that's all," the Cadet mumbled, looking down to avoid his superior's gaze, he could feel Zack's breath on his face. It was true he had desired the General since before he'd joined ShinRa, but Zack…Ever since the loud brunette had taken him under his wing he'd been finding two men to think about.

"I don't think so…You don't look too good, Cloud...I mean you look ill…Why don't you come up to my quarters and I'll find you some medication…"

"No! No, really, Zack, I'm fine, just hot, that's all."

"Lemme just put these swords away and I'll be right back. Don't move," the brunette said quickly, striding to the door to dispose of the weapons, ignoring Cloud's protests that he was 'fine'.

The next thought that entered his head almost had him running back into the training room with the swords to shake the truth from Cloud, but somehow Zack managed to control himself. Hanging the swords neatly on the wall where he'd collected them an hour earlier, he turned back to the room. Maybe Cloud wasn't ill at all…Maybe those little shits had been giving him trouble again. If they touched him again…Well, he'd do time for anyone who even looked at the kid the wrong way. Deciding that demanding outright what was wrong wasn't the best way to go about this, Zack slowly re-entered the room only to find Cloud had gone.

Breathing heavily, Cloud ran as quickly as he could down the hall before Zack got back. Although he'd often dreamed and fantasized about the brunette, the idea of actually being alone in the man's quarters was enough to send his mind into overdrive, it was one thing trying to seduce the SOLDIER in the solitude of his room, but in real life?! The best thing he could do would be going straight back to the barracks, take a cold shower, go to bed and try to forget about the whole ordeal. Yeah he'd get teased about going to sleep so early and probably get hauled over the coals by his superior, but anything would be better than what he was avoiding. He was being so obvious around him, he blushed whenever he got too near, giving stupid excuses to perfectly normal questions, there was no way Zack couldn't have noticed that he liked him.

Charging round a corner Cloud was so engrossed in his thoughts that he failed to look where he was going and ran headlong into something very tall and very solid, but it was far too soft to be a wall. Staring at the uniform of the man he'd just run into, the blonde's blue eyes widened in horror and gulping thickly the Cadet jumped back with a clumsy salute. Only one word ran through his head as green, cat-like eyes locked with his. Shit.

The silver haired God that he'd fantasized so much about since he hit puberty was standing in front of him, and he'd just walked into him! The man was as immaculate as ever, his coat was parted enough for part of that pale flesh to be revealed to the world, causing the blonde's mind to explode into incoherent thoughts, the tight leather pants were fitted well to shapely legs and the sword harness was wrapped across his wide chest. The General moved with feline grace but the movement in no way made him any less masculine, it merely accentuated the muscle he had. The Cadet couldn't help but feel like he'd stepped into a dream. A very nice dream.

"Cadet…Cloud Strife is it?"

"Y-Yes, Sir," Cloud stuttered, though in truth he was surprised he could string those two words together. He couldn't stop himself from mentally screaming like a school girl and a chant of: 'Oh Shiva he knows my name! He knows my name!' had started in his head. He was too busy staring at Sephiroth's hair and memorizing his face, this was closest he'd been to the man, while conscious at least, and he was going to savour every minute of it for later, where he could appreciate the beauty in silence. The blonde was too entranced to even notice the General had stepped forward and was looked down at him, carefully.

"Aren't you meant to be at dinner, Cadet Strife?"

"Y-Yes, Sir."

"Then why aren't you there?" Sephiroth asked with a small, half-smile tugging at the side of his mouth as the boy opened and closed his mouth. The General couldn't help it; the way the blonde blushed and looked down only to glance back up in a pitiful attempt of seduction was highly amusing and almost cute…He liked it.

"I w-was training with Lieutenant Fair, S-Sir."

"You were on your way to dinner then?"

"Y-Yes, Sir."

The smile from the General widened when Cloud answered and a gloved hand was raised to point behind the Cadet.

"Then you seem to be lost, Cadet Strife. The Mess Hall is that way."

The boy's eyes widened further, now beet root red and looked ready to faint, only the silver haired God placed a hand on his shoulder to turn him. The slight pressure from Sephiroth's grip as he guided him back the way he came sent shivers up Cloud's back. Dimly, somewhere in the depths of what was left of his mind, the blonde realised he was being taken back to Zack, but he'd be damned if he was going to tell the General to let go of him.

"Cloud! Hey, where'd ya go?!"

Shit. Zack had found him.

The brunette jogged round the corner and as soon as he saw the Cadet with Sephiroth he froze. Violet eyes met green and for a moment Cloud didn't exist, what was the General doing with the blonde? The smirk that was playing on Sephiroth's face only served to rile Zack further and the SOLDIER quickly closed the distance.

"I think this belongs to you, Fair," the General said calmly, gently nudging Cloud towards the brunette.

Both men noticed the reluctance in the boy's step and Zack looked down, forcing himself to hide the hurt in his eyes before pulling the blonde out of Sephiroth's grasp. The pair nodded curtly to each other, though the bemused look never left the General's face, even when Zack pulled Cloud to the side.

"Where'd you go? I was worried about you! I told you to wait right there and I come back to find you've gone."

"I…Well…I just…"

"Excuse me for interrupting your interrogation, Zackary, but did I just hear that Cadet Strife disobeyed your order to stay put?"

The brunette narrowed his eyes in territorial distrust, frowning at Sephiroth but nodded quickly, ignoring the smirk that cross the General's face. Zack turned to continue talking to the blonde, but the silver haired man tapped him on the shoulder and grabbed the back of the purple ridged turtle-neck practically dragging the Lieutenant off of Cloud.

"We'll be back in a moment, Cadet, once we've decided a suitable punishment for disobeying your superior's orders."

Cloud watched them retreat further down the hall and lower their voices; miserably he awaited his fate, quietly cursing his raging hormones for the trouble they had just put him in. If only he didn't blush so damn much! Glancing over at the pair he was surprised to see them both looking at him, hunger burning in their eyes. He felt like dinner and he wasn't sure if he was really upset about it. Then he realised Zack was gesturing for him to come over and looked down submissively he walked towards the pair.

The blonde was quickly seized by two pairs of hands and practically bundled into a cupboard, quickly accompanied by both Zack and Sephiroth. The brunette was grinning up at the General and shook his head slightly, looking around the stock cupboard as the silver haired man jammed the door shut.

"Do I even want to know how you knew where the closest unavailable room was?" Sephiroth asked finally, turning to the shorter of the two, brushing silver, silken strands of hair from his well chiselled face.

"Probably not," Zack said with a feral grin and jerked his head towards the confused blonde standing at the back of the cupboard, "We have about an hour until the Mess Hall kicks out, no one to hear us for a while. So how do you wanna do this?"

"You're the more experienced one not I."

"But it was your idea!"

Oh God they're going to kill me! I just didn't want to go up to Zack's room, why couldn't I have been more forceful?!

Cloud saw Zack approach him and tensing he quickly clamped his eyes shut, dreading what was about to happen. He heard the brunette chuckle, gently, and then there were hands on his shoulders, slipping under the guards and rubbing through the cloth. Shuddering, the blonde opened his eyes in time to see Sephiroth slide behind him and wrap his arms round his waist. With a frown, Cloud turned his attention to Zack and opened his mouth to say something, but the brunette took it as an opportunity too good to pass up.

The brunette swiftly covered the Cadet's mouth with his, revelling in the sigh he elicited from the blonde as his eyes fluttered shut, cheeks brushed by golden eyelashes. In the corner of his eye Zack could see Sephiroth had bent to kiss the base of Cloud's neck, hands gently inching his shirt up. His tongue bravely darted into the blonde's mouth, enticing the other with gentle caresses of heated, wet muscle on hot, wet muscle. He knew he was doing well when the younger moaned gently into his mouth and fisted his hair, returning the kiss with his own tongue's exploration.

The General was getting impatient and was regretting letting Zackary make the first move, pulling his body flush against Cloud's back Sephiroth quickly slid his hand into the blonde's slacks. The sound that escaped the Cadet had him stiffening considerably in the already tight pants, it was a soft whimpering groan and the man melted into the touch. Zack had stopped their heated kiss and was leaning into the blonde, grinding his hips against his and Sephiroth's hand. He was grinning his usual cocky smile and the silver haired man leant over to lock his lips over it.

Cloud had been reduced to a shuddering mush against the General and was sure he was really asleep and had just entered the hottest wet dream he'd ever had. He watched Zack and Sephiroth's tongue battle hungrily and he gently pressed the palm of one hand against the bulge growing between the brunette's legs. The reaction was immediate and enticed a guttural groan deep from Zack throat, the satisfaction that he had caused such a response from his superior was short lived as Sephiroth rubbed his hand again his own erection. His hips thrust up desperately with another whimpering moan, resting his head back against the solid chest behind him.

Eventually the pair parted, panting heavily and both ground urgently into the blonde trapped between them. Zack winked at the silver haired man behind the Cadet and gently slid down the blonde's body while Sephiroth removed his hand, tempting another gentle whimper from Cloud at the loss of sensation, to remove the shoulder guards from the younger man's shoulders. Now the General's hand was out of the way, the brunette grinned up at Cloud and slowly popped the button on the Cadet's slacks, drawing the zipper down. Tugging both the pants and the blonde's boxers to the floor, Zack slowly wrapped his hand around Cloud's erection, pumping gently, chuckling slightly at his needy groan.

Having discarded the shoulder guards with a flick of his wrist, Sephiroth rolled the blonde's shirt up and pulled it over his head. Gathering Cloud's hands up in one he held them up and moved his own to explore the smooth expanse of flesh that he'd revealed, letting his fingers glide in gentle caresses across the blonde's chest. Locating one of his nipples, Sephiroth rolled it lazily between his fingers until it was a hardened nub and moved to the other, pinching gently, smiling at the throaty groan that escaped his captive. His own lust was wearing down his careful barrier of control and the General ground his hips against Cloud hard, pinching the nipple once again.

"Z-Zack!" The cry had sounded before Cloud could stifle it as the brunette licked the head of his cock, sucking on the head, flicking his tongue against the slit with short firm strokes. He wasn't going to last much longer, not with Sephiroth pinching his nipples and doing Godly things to his neck with his tongue and teeth. When the General's name didn't follow the brunette's deft fingers tweaked the hard nubs on his chest with pressure that bordered on pain. It felt absolutely amazing; he'd have to disobey orders more often if this was going to be the punishment.

"Shit! Seph!"

Licking his lips, Zack pulled away, administering a few rough licks to the tip of Cloud's now throbbing erection and grinned up at the silver haired man. His hand gently wrapped round the blonde's shaft and he continued to pump gently, laughing slightly at the man's desperate thrusts of his hips.

"F-Fuck! Shiva, don't…Stop, Zack!"

"Got a dirty mouth on him when he's all sexed up, doesn't he, Seph?" the brunette laughed, gently licking the tip to silence the man's protests.

"Very dirty," Sephiroth purred into Cloud's ear, nibbling on the lobe gently, "And us still fully dressed…So selfish Cloud…"

"Maybe we should sort ourselves out before we join you…" Zack said to Cloud, grinning wider as the younger man arched with another loud moan as he ran the pad of his thumb over the tip. The blonde struggled against Sephiroth's grip as the brunette stood, attempting to thrust against him.

Suddenly the General let go of Cloud's wrists and gently nudged him out of the way as he launched himself at Zack, pressing himself firmly between the brunette's legs. They both groaned into each other's mouths and he felt Zack's hands unzip the coat, then undo the fastenings of the harness across his chest, pushing both to the floor with little regard. Glancing round he saw the blonde leaning against one of the shelves, gently stroking himself with ragged breaths, hunger gleaming in those sapphire eyes. Thin fingers removed the brunette's uniform swiftly, and Zack stepped out of the slacks eagerly, his own fumbling fingers working on Sephiroth's pants.

"Wish you…Wouldn't wear such…Tight fucking pants, Seph! They're a…bitch to get off!" Zack growled before giving a smug cry when he finally managed to wrench them apart, moaning gently into Sephiroth's mouth when pale lips found his.

For a few moments the pair hungrily devoured each others mouths, thrusting against their partner's body desperately. They'd completely forgotten about the younger blonde until he made an impatient, needy whine and gently pressed himself against Zack. The pair grinned at each other then Sephiroth grabbed Cloud and pulled him between them, watching the brunette drop to his knees once more, roughly licking the blonde's weeping erection. To stifle Cloud's cry, the silver haired General pressed two fingers into his mouth, shuddering in anticipation at the way the blonde's tongue twisted round the two digits.

"Tastes good, Seph," Zack stated before engulfing Cloud's cock quickly, humming his appreciation, holding the blonde's hips in a bruising grip to stop him thrusting up.

"Oh? You get all the fun, Zackary," Sephiroth laughed, feeling the Cadet moan around his fingers with hitching breaths. Smirking, he removed them and pressed them gently at the knot of muscle behind him, enjoying the delicious gasp Cloud made before sliding one saliva-covered finger inside. Stopping at the knuckle he drew it out then thrust it back in a little further, gently stretching the blonde.

"Oh fuck! Seph!"

"I dunno, Sir, I'd like to do what you're doing," Zack chuckled, fisting Cloud's erection mercilessly, "Come for me, Kid, Seph needs some lube."

Somewhere in the back of his mind through the haze of sensation, the blonde heard Zack's demand and felt his hand move harder and faster. Groaning deeply he thrust his hips forwards into the grip, arching his back as Sephiroth added another finger inside of his body. He could feel the familiar bubbling in his abdomen and he bit his lip trying to keep some kind of self restraint. All his attempts where futile though as the tip of one of the General's fingers brushed the bundle of nerves deep within him. With a wordless scream he came, seeing stars, and Gaia it was beautiful. Shuddering he opened his eyes to see Zack wiping the sticky white substance from his face with a grin and reached over to slick Sephiroth's length.

As the General gestured for him to move, Zack leant back, propping himself on his elbows as Sephiroth guided the panting and exhausted blonde into position on his hands and knees. As soon as Cloud was resting between his tanned legs, the younger man's tongue darted over his swollen head, encouraging a loud groan from the brunette as he fisted those soft spikes. Taking the little initiative he had in his dazed state, the Cadet let his mouth surround the tip, sucking gently.

"Shit, Spike!"

Sephiroth smirked as his friend slowly lost what discipline he had and watching the brunette jerk his hips up into the blonde's mouth. Somehow the younger man didn't gag and seeing he was preoccupied took the chance to slip inside him.

"Fuck…Tight," was all he would growl as he waited for Cloud to adjust. It didn't take him long and soon the blonde was pressing back against Sephiroth's hips, groaning around Zack's erection, making the brunette arch from the ground with a guttural moan. Pulling back the General quickly snapped his hips into Cloud's body, watching the Cadet move along Zack's length in time with his own thrusts.

Cloud felt Sephiroth lift his hips slightly, angling his thrusts so they hit his prostate with each strike, making him little more than a moaning puddle on the ground. He didn't even notice when his teeth gently grazed the swollen head in his mouth, enticing another deep groan from Zack and a hard tug on his hair. Moaning around the heated flesh, his dragged a hand down to his now hard erection and started pumping desperately, arching back into the General's increasing thrusts.

"Shiva and…Ifrit…Guys I'm gonna…"

"Not yet, Zackary!" Sephiroth demanded, gritting his teeth with a hiss as he felt his own climax drawing nearer, his movements slowly but surely becoming more detached and jerky.

"B-But, Seph…"

"Not yet, damn it! Together…Shit…"

After a few more desperate thrusts from Sephiroth Cloud felt the man release inside him with a cry of pleasure and sucked harder on Zack's erection. Panting heavily the brunette followed suit, closely pursued by Cloud. The blonde collapsed against Zack, feeling himself tugged up to rest on the man's chest, closing his eyes to bathe in the after glow of orgasmic bliss. Whimpering slightly, he felt the General pull from him and rested on his side next to the pair, tracing small circles on the Cadet's pale shoulder.

"Now Cadet Strife, what have you learned from your punishment?" he asked gently, nuzzling his nose into Zack's drenched hair.

Opening one lazy eye, Cloud smiled slightly, "I won't commit insubordination, Sir."