Warning: This is YAOI-boyxboy sex. If you have something against it, get out.

Disclaimer: I do not own Final Fantasy VII, if I did, Zack wouldn't die, Sephy wouldn't be all 'evil', and Cloud wouldn't have any reasons to be emo-ish. XD

Training Session

"C'mon Spiky, we need to train you some more!" Zack called as he dragged the young blond from his bed.

"B-But Zack, I'm still sore from…you know…last night…and this morning…" The blond looked up at Zack with innocent eyes, a light blush over his cheeks. Zack grinned and picked the boy up and threw him over his shoulder.

"Well then, guess I'll just have to carry you there." He set off towards the open floor training rooms, a protesting blond over his shoulder.

Zack placed Cloud on the floor once they reached one of the empty rooms and flicked on the light switch, revealing a certain silver-haired General standing in the center of the room.

"General!" Cloud bolted upright and glanced at his best friend, who was currently walking casually up to the fore-mentioned man, snaking his arms over the taller man's shoulders and turning his head to smile at Cloud. "Oh no…" The blond realized what was going on.

"Oh yes Cloud…remember our little talk a few nights ago? The one where you confessed how attractive you found our General?" Zack turned his head to face Sephiroth and kissed him, Sephiroth moving his arms to wrap around the First Class SOLDIER's waist. Cloud just gaped at them. Sure, he had said the General was attractive and that he wouldn't mind getting screwed by him, but he didn't expect Zack to do this for him…moreover, how did the general feel about this?

Cloud brought himself back to the scene before him, watching as Sephiroth began to rid Zack of his clothes, taking each piece off his body slowly, teasingly. Apparently the General was all for it. The moment Zack's torso was bare, he gently pushed Sephiroth back to take off his own coverings. Cloud swallowed the lump in his throat and fixed his eyes on the perfectly sculpted body of the man he most admired.

"Think he's enjoying the show?" Zack whispered in Sephiroth's ear, jerking his head in Cloud's direction. The General smirked and looked past Zack at the blond teen.

"He certainly does. I think we may have broken him." He pulled away from Zack and strode over to Cloud, raising a hand to brush it against the soft skin of his cheek, then leaned down and placed a chaste kiss on his lips. He pulled back and looked Cloud over fully; blond hair, innocent blue eyes, the face of an angel. Cloud was certainly the most fuckable being he had ever laid eyes on.

He glanced up when he saw Zack walk behind the blond, kissing his neck gently and running his hands under Cloud's shirt and over his stomach. "Why so tense, Spiky? I thought this is what you wanted…the General, and me, and you…" Zack placed two fingers on Cloud's chin and tilted his head back, kissing him full on the lips, closing his eyes just after Cloud closed his.

Sephiroth watched the sensual scene before him and felt the space in his leather pants shrink immensely. He watched, transfixed, as Cloud turned in Zack's arms and ran his hands over the pale chest, moaning quietly into the kiss as Zack moved his arms down to the blond's waist. Sephiroth stepped closer and bent down to kiss and nip Cloud's neck, reveling in the moans he got for it. He watched as Zack slid his tongue past the boy's perfect lips and coaxed his own tongue to come out and play. Again, the space in Sephiroth's pants shrank.

Cloud groaned at the feel of Sephiroth playing with his neck, and his best friend's tongue sliding against his own. He had them both to himself, and he was going to make use of it. He slid his hands down and began unfastening the belt on Zack's pants, yanking them down along with his underwear and taking his friend's hardening member into his hand and pumping it hard. Zack broke the kiss and let out a groan, thrusting instinctively into the soft hand wrapped tightly around his cock.

Sephiroth tore himself from Cloud's now marked neck and pulled off the boy's shirt, admiring the unscarred skin beneath. He watched Cloud jerk-off his friend and decided to emphasize his own need by thrusting his hips lightly against Cloud's ass, both Cloud and himself groaning at the act.

"Cloud…nng, Cloud, stop for a minute." Cloud obeyed and let out a manly yelp as Zack picked him up and laid him down unceremoniously on the floor, practically tearing off his pants and boxers and throwing them across the room. Sephiroth stood back and watched the naked forms of his subordinates as they kissed and moved their bodies, their fully erect members rubbing together. He decided it was finally time to rid himself of his own pants and did so, pulling them down and off in one fluid motion, smirking when he saw Cloud tense up.

Cloud stared at Sephiroth, a little scared of what he saw. Zack stopped his ministrations as well, turning his head to see the General in all his naked glory, watching Cloud with a smirk on his face. Zack understood immediately; Cloud was used to Zack by now, but Zack was still two inches shorter than the General-and he was well endowed himself. Cloud looked back up at his best friend, blue eyes once again holding that innocent look.

"Zack…I don't know if that's gonna…" Cloud trailed off, turning his head to look back at the, now worried looking, General. Zack thought for a moment and stood up, walking over to Sephiroth.

"Seph, I really don't think Cloud can go through with you fucking him right now, he said earlier he was still sore from this morning…" Zack turned to glance at his best friend on the floor, blue eyes watching them.

"Then what do you suppose we do about it?" Sephiroth asked, part of him concerned for the teen, the other wanting nothing more than to fuck him into the ground.

Cloud watched the two whispering a few feet away from him, then followed Zack with his eyes as he walked over to pull out a small bottle of lube from his pants pocket. Was Sephiroth still going to screw him? Even though he didn't think he could handle it? Cloud got up on his elbows and began to speak once Zack was kneeling in front of him, but Zack placed a finger to his lips.

"Don't worry, no one'll be fucking you tonight but me, okay?" Cloud sighed in relief and glanced up at Sephiroth, who was now kneeling behind Zack. He was about to ask what they had planned, but instead gasped as Zack slid a lube-coated finger into his ass, not even remembering when he had spread his legs.

Zack looked up at Cloud's face as he began to slide in a second finger, scissoring them inside the blond's ass, noticing how he was still relatively stretched from last night…and early this morning. Zack grunted and turned his head back to glare at Sephiroth. The General had just slid two fingers into him without so much as a warning. He shuddered at the familiar feeling and slid a third finger into Cloud, smirking when the blond moaned and squirmed, Zack's fingers having brushed against his prostate. He continued preparing the blond, being sure to lightly brush his fingers over the little bundle of nerves everytime, earning more moans from Cloud.

Sephiroth looked up at the sound of the boy's moans, still sliding his digits in and out of Zack in front of him. He aimed to do the same to Zack once he added a third finger, the location of the First Class SOLDIER's prostate still in his mind. He let slip a smile as Zack groaned loudly and thrust himself back against the fingers penetrating him, Cloud looking up past Zack into Sephiroth's eyes. Sephiroth almost lost it as he looked into those lust-filled blue eyes. Instead, he suddenly felt Zack was stretched enough and removed his fingers, grabbing his own bottle of lube and lathering up his painfully hard cock, lining it up with Zack's entrance.

Cloud watched the General prepare himself, slender hands sliding up and down his shaft, the sight almost enough to make him come on the spot, but he held it back and looked back up into Zack's eyes, silently telling him to just fuck him already. Zack grinned down at his best friend, recent lover, and kissed him, removing his fingers from Cloud and positioning his cock at his entrance just as he felt Sephiroth begin to push in.

Zack felt incredible. He had missed the feel of the General's cock inside him, and his pleasure was doubled as Sephiroth continued to push forward until he was buried to the hilt in Zack's heat. Zack, in turn, was forced forward, being pushed into Cloud fully, the sensation of being filled and being surrounded by heat engulfing him. He opened his eyes, having closed them when he was penetrated from behind, and looked down into Cloud's blue eyes. He smiled down at him and kissed him tenderly, moving a hand to run it up and down Cloud's side.

Sephiroth watched Cloud, carefully controlling himself so he didn't start thrusting wildly into the heat surrounding him. It didn't help him when he saw Zack and Cloud kiss, and he had to double his efforts to hold still.

Cloud was the first to move, breaking his kiss with Zack and rolling his hips against Zack experimentally, stars exploding before his eyes as he did so. He instinctively lifted his legs to wrap them around Zack's waist, pulling him closer to himself, loving the feel of Zack's cock hitting his prostate. He felt Zack shudder above him and kissed him again, thrusting his tongue into his friend's mouth and sliding it against his.

Sephiroth noticed the movements of the two and began letting himself go bit by bit, starting up a slow pace, then speeding up with almost every thrust. He placed his hands on Zack's hips and pulled him back to meet each of his thrusts, being sure to slam into his prostate every time. He growled as he heard Zack yell loudly, being forced into Cloud below him almost violently.

Zack couldn't tell which felt more amazing; his old lover thrusting fast and hard into his prostate, or being pushed into his best friend below him from the shear force of Sephiroth's thrusts. He continued to kiss Cloud, love and hunger both present in the kiss. He felt the familiar pooling sensation in his stomach, and broke the kiss to fully look at Cloud. The blond was throwing his head side to side, apparently lost in pleasure as his prostate was continuously hit. Zack groaned at the sight and knew Cloud was close too, the General most likely holding his back so they would all come at once.

Cloud was lost. He was being fucked senseless by both his best friend, who was being pounded into by Sephiroth, the most powerful man he knew. He felt himself getting closer and closer toe the edge, and he brought a hand up to pump himself, but Zack swatted it away and replaced it with his own. Cloud groaned loudly as Zack began pumping his member in time with his thrusts to his prostate.

"Ah! Zack…Zack, I'm gonna…Za-!" Cloud screamed a butchered form of both men's names as he came hard, his cum shooting out and hitting both his and Zack's chests.

Zack felt Cloud's ass tighten around him and he came with a shout right after Cloud, spilling himself deep inside his best friend, his orgasm being prolonged due to Sephiroth's continued thrusts.

Sephiroth brought himself to look back to Cloud, the sight of the boy's face as he came coupled with the tightness surrounding him sent him over the edge. He gave a dignified grunt and emptied himself into Zack, sure to continued thrusting to prolong each of their orgasms. He finally stopped once he couldn't take it anymore and pulled out of Zack, getting to his feet in search of a towel. Zack collapsed on top of Cloud and kissed him lazily, Cloud groaning at the feel of Zack still inside him.

Sephiroth came back wit a towel and knelt down next to them, waiting patiently for them to break their kiss. They did and Zack pulled out of Cloud and took the towel, wiping Cloud's cum off himself and watched as the blond leaned up to kiss Sephiroth.

"So, Cloud, you glad I carried your ass down here for training?" Zack asked, gathering his clothes and putting them back on. Cloud broke his kiss with Sephiroth and smiled lazily, Sephiroth lifting a hand to move stray strands of blond hair from his eyes.


So? Whadya think?

Cloud: My ass hurts...

Zack: Aw c'mon, you anjoyed it.

Sephy: ...when can you write another one?

*shrugs* Only if people R&R~!