Disclaimer: Definitely not mine; always returned to Square Enix only lightly traumatized.

A/N:The prompt of 'Final Fantasy VII, Cloud: Transgender – AU where Aerith goes overboard and turns Cloud into a girl…and then he can't turn back' in the July 2010 round of LJ's SpringKink community birthed two plot!bunnies, because tormenting Girl!Cloud presented too many opportunities for mayhem (the first was Compensation, told from Cloud's POV). Two days have been inserted into the game's timeline between the HoneyBee Inn and PlateFall, and I also took artistic license in adding a non-canon spell or two to facilitate the plotline.

Many thanks to the SpringKinkers who kindly encouraged me to finish this version – but this may turn out to be a case of 'be careful what you wish for'. Eheh.

Warnings: Complete and utter crack, coarse language, tacky lingerie, nudity and unlikely sexual situations.

Bouquets to my wonderful, ever-patient betas Empath-eia, Ranuel and SilverOnTheRose.

Learning Curve

Chapter One: SOLDIER in a Blue Dress


A bedraggled figure stomped down the dark street, bare feet slapping on the grimy sidewalk, garbed in what appeared to be a tattered ball gown. The garment showed traces of its former glory in the harsh light of the occasional store front, the brown and green sludge mostly hidden by the shadows, and was incongruously accessorized with a massive sword balanced on the wearer's shoulder. Two equally begrimed companions trailed him at a safe distance, both wearing evening gowns that showed off their curvaceous figures, the sequins still sparkling in patches between the filthy streaks.

Aerith grimaced as she flicked gobbets of nameless ooze from her fingertips after combing her fingers through her thoroughly coated hair. Shifting the bag she was carrying to her other arm, she commented conversationally, "We really should've expected something like this from that creep Corneo."

The woman teetering along beside her finally gave up and hopped first on one foot, then the other as she stripped off her flimsy shoes and continued barefoot. "He's slimy, all right," Tifa agreed, trying not to think about all the places on her body that the sewage might have penetrated.

"How did he catch you, anyways? His flunkies shouldn't have been any match for you!"

"I was careless," she replied curtly. "I underestimated my opponent."

The chestnut-haired girl blinked rapidly. "You mean... you meant to be captured?"

"Not exactly," Tifa quickly retorted. "I thought I could turn the situation to my advantage and pump Corneo for information... but I was wrong. If you two hadn't turned up, I would've been in real trouble."

"Undoubtedly pumping something other than information," Aerith archly commented. Noting Tifa's shudder, she said, "Cloud was determined to make sure that didn't happen – to either of us. That's why he agreed to use the Transform materia."

Tifa glanced down at the blatantly provocative lines of the dress she was wearing and was perversely grateful for the coating of muck that disguised the plunging neckline. "He has guts."

Shielding her mouth with her hand, Aerith whispered, "He made a very convincing girl once he gave up the sword," with a nod towards the man marching ahead of them.

"How'd you manage to sneak that in?" the dark-haired girl asked.

"A quick-release Minimize spell. He had it stuffed down the front of his corset."

"Cloud's wearing a corset?"

Aerith smirked. "The materia could only do so much; his cleavage was good, but not impressive enough to compete with ours."

Changing the topic, because the idea of Cloud going so far as to wear lingerie might otherwise break her brain, Tifa said, "If Corneo told the truth about betraying our location to ShinRa, we have to think about how to best protect the Sector."

The other girl nodded. "They'll shoot first and ask questions later," she said apprehensively. "Many will die."

Tifa flinched. We killed many when we blew up the Sector One reactor! "We don't have much time to plan a counter-attack."

"Where are we going?"

"7th Heaven. It's our base."

"As soon as we're there, I'll reverse the spell on Cloud and the planning can start… er, maybe after we've all cleaned up?" Aerith muttered, rubbing her arm and regarding the resulting grime with distaste. "I'll bet we smell simply delicious." Grinning again, she added, "Such a waste of the Sexy Cologne that Cloud worked so hard to acquire."

"We'll have to draw straws to see who gets the bath water first."

The other girl looked downright devious. "If Cloud stays a girl, we don't have to take turns."

Tifa was scandalized. "I'm not brave enough to suggest that."

The flickering light over 7th Heaven's sign hove into view before Aerith could reply, and they unconsciously sped up. Avoiding the front door for obvious reasons, Cloud veered off down the narrow alley running alongside the building. Tifa and Aerith followed, catching up as he briefly struggled with the latch on the gate opening into the bar's rear courtyard. "Hands are too damn slippery," he growled, and Tifa was again struck by the lighter timbre of his voice but had enough sense not to comment.

That spell must have been incredibly strong to change his voice box! She caught a side view of his throat and noted the absence of an Adam's apple as well… and then realized that even though they were both in bare feet, she was looking down at Cloud. Highly impressed by, and more than a little envious of Aerith's powerful mage abilities, Tifa watched the other girl wipe her equally greasy fingers on a slightly cleaner patch of Cloud's dress before fiddling with the latch until it opened.

She stood aside to let Cloud pass through first; the swordsman made a beeline for the back door. "I'm not hosing off out here," he said over his shoulder, as if this was a major consideration. Tifa and Aerith looked at each other and followed him inside, just in time to watch Wedge and Biggs' jaws hit the floor as they gawked at the highly altered appearance of the ex-SOLDIER they both idolized.

"Wh-what happened?" Wedge demanded, instantly echoed by Biggs. The burly youth yelped as Cloud slung his sword at him.

"Hold that," he ordered, heading for the kitchen sink and the hand sprayer attached to the faucet, slipping on the tiled floor.

"Hello! I'm Aerith." Putting down the bag of clothing, she smiled brightly as the two youths finally noticed her... and then quickly looked away. Even coated in unmentionable fluids, there was no mistaking her feminine curves. Biggs' ears turned bright red and he immediately found the ceiling very interesting, while Wedge inspected the floor grout as they mumbled their names.

Standing in a spreading pool of sluggishly draining greenish-brown water, Cloud spun the 'diamond' tiara across the countertop in Biggs' direction. "Give that to Marlene," he instructed before turning to face Aerith. Gripping the neckline of the dress, he ripped open the bodice of the flimsy garment and let it fall around his ankles, revealing a slim-hipped figure wearing a sexy lace-trimmed corset and matching bikini panties. Twin thuds and a loud metallic clatter promptly announced Biggs and Wedge's reactions as they keeled over, blood trickling from their noses. Kicking free of the ruined dress, Cloud tersely demanded, "Change me back – now."

Crouching, Aerith rummaged in the bag. "Easy-peasy." Extracting a softly glowing materia, she equipped it before mischievously suggesting, "You could have a bath with Tifa and me first, if you stayed like this a little while longer."

"No, thanks," he said flatly while Tifa looked askance.

"It's much nicer having someone else wash your back for you," she blandly observed and reversed the spell.

Nothing happened.

Cloud's fair eyebrows slowly arched, his mouth setting in a grim line, while Aerith pouted prettily. "That's unexpected," she grumbled, and tried again.

Still nothing happened.

"Wait… did you say that you used Transform?" Tifa asked. When the other girl nodded, she pointed out the obvious. "He isn't exactly green and webbed."

Aerith bit her lip. "I tweaked the spell to change his gender, not his species."

"You can do that?" Tifa exclaimed.

"Er… yes... at least, I thought I could!" She was plainly flustered. "I don't understand why it isn't reversing… it was straight forward!"

Cloud crossed his arms across his chest, looked askance at the perky bosom now in the way of the motion, and instead leaned back against the sink, attempting to appear as casual as possible while wearing nothing but skimpy lingerie. "Gettin' cold here."

"I'm sorry!" Aerith dug through the bag once again, coming up with a different materia this time; Tifa wondered how many she kept on hand. "We'll try Esuna – that should do the trick!" When there was no change in the swordsman's appearance yet again, Aerith nervously wrung her hands.

Tifa rubbed her chin, leaving behind an oily streak. "That was some spell," she commented neutrally.

Aerith's shoulders slumped. "I've had both materia for a long time," she reluctantly admitted. "Maybe they became unstable?"

"How long is 'a long time'?"

"About six years ago; my friend brought them back from his hometown."

"Materia doesn't have an expiry date," Cloud noted impatiently.

"Too bad we don't have a Maiden's Kiss handy," Tifa mused. "I mean, you're not a frog, but the principle is the same."

"You volunteering?"

"To go all the way back to Nibelheim to buy one?" Tifa asked, confused by Cloud's challenging stare, but then caught his meaning. Blushing at the very idea of 'kissing the frog', so to speak, she muttered, "I'll get the Restore materia. Maybe if we try casting Cure and Esuna simultaneously, you'll go back to normal."

He reached behind him and pointed the business end of the hand sprayer in her direction. "Better use this first, or the customers will demand to know why they missed out on the mud-wrestling contest."

"Er, right. Except mud wouldn't smell so bad." Tifa approached the sink and took the sprayer from Cloud. Sluicing away the worst of the sewage from her hair and body, she sighed, "Ugh. I'm going to have to disinfect everything in here after this," adding another job to her mental list as it was clear the floor drain was partially clogged.

"Get Wedge and Biggs to do it," Cloud said, then abruptly scowled up at her. "You're taller."

Tifa didn't know quite what else to say, except, "Er, sorry? Not for long," before scuttling through the swinging doors to retrieve the materia from under the bar. A chorus of wolf whistles and lewd comments greeted her appearance in the clinging, low-cut gown; Barret's profane roar did a decent job of shutting them all down.

In the awkward silence that followed, Cloud met Aerith's damp gaze. "I don't blame you, okay? You did what you had to do."


He shook his head. "No point fussin'."

Tifa arrived with materia in her hand and Barret on her heels... and his face was a picture when he saw what his hired sword was wearing. "What the hell happened to you, Spiky?" he boomed, nudging Wedge with his boot before struggling to lift the oversized blade off of the youth's body and propping it against the wall.

Cloud winced at the volume. "Pipe down, will ya? We're dealing with it."

Barret turned his attention to Aerith. "Who are you?" he demanded.

Tifa had just completed the introductions when Jessie poked her head around the doorframe. "Guys? I could really use a hand... oh my gosh." Her hand came up to cover her mouth as she looked from the two unconscious youths to her scantily – and oddly - dressed crush to the pretty newcomer and back again. "That must have been some rescue mission!"

"It was complicated," Tifa said patiently as she equipped the materia. "Ready, Aerith?" The combined spells wrapped themselves around Cloud's body a moment later, creating a mist-like effect, but when it cleared, Aerith burst into tears because there was no difference in his appearance.

"Well, don't that beat all hell," Barret muttered, glaring at Cloud's feminine form. "This is gonna screw up our timetable for hitting the next reactor."

"Never mind the reactor," Tifa snapped. "Don Corneo told ShinRa that we're based in Sector Seven, so we have to get ready for an attack."

"Fuck. Spiky's gone girly, ShinRa's on our asses... is there any good news?" Hauling Wedge and Biggs upright, he lightly slapped both of their faces. "No sleeping on the job, kiddies. Drinks need serving and counter-strikes need planning now that we're down a man." Dragging the two youths out the door, he called over his shoulder, "Just fix that fool, all right? We'll handle things out here. C'mon, Jessie; leave 'em to get on with it."

Her arm around Aerith's shoulders, Tifa tried to come up with another angle on the solution. "Let's try one more time. You have really strong magical abilities, so if anyone can make this work, it's you."

The other woman's lip trembled, but she bravely said, "Okay. Fifth time lucky?"

Cloud made a frustrated sound when this attempt was no more successful than the previous ones. "Screw this. We'll figure out something else later," he hissed, causing Aerith to hang her head in defeat.

"Maybe a good night's sleep?" Tifa hopefully opined.

"So long as I didn't accidentally invoke Resist instead of Esuna," Aerith said miserably.

"I strongly doubt that you made that mistake. C'mon... let's get cleaned up." Realization drew Tifa up short. "Um, I guess you might as well come with us, Cloud."

He shot her a blistering, green-tinged glare. "I might have tits, but I'm still a guy," he snarled.

Tifa recoiled from the sharpness in his voice, then tartly replied, "So you'll be sharing the bath with Barret later?"

That set him back on his heels. "Shit." Raking his fingers through his flattened spikes and grimacing at the slimy coating, he considered his options. "Fine, but I want a pair of scissors… and my normal clothing."

Aerith slipped out from under Tifa's arm. "You two go ahead. Um, I guess I'll ask that girl – Jessie, was it? - to bring you what you need." Cloud muttered something under his breath and headed for the second door that opened into the private hallway; both girls couldn't help checking out his butt, incongruously adorned by the lacy panties. Tifa heard the sliding door to the bathroom clatter open across the hall and hesitated, but Aerith gave her a little push. "Go on… I'll join you in a few minutes. Cloud isn't very happy with me right now, so I'll give him a chance to mellow out in the tub."

"Don't be too long!"

Aerith gave her an odd look. "Aren't you his girlfriend?"

Tifa blushed scarlet. "We certainly don't undress in front of each other!"

"Really? Hm." There was a wealth of speculation behind that simple sound, but Aerith didn't voice it, instead moving to avail herself of the hand sprayer. Tifa fidgeted for a moment longer, then squared her shoulders and followed Cloud into the bathroom.

She wasn't entirely sure what to expect – she had, after all, told Aerith the truth about their cohabitation arrangements – because she couldn't shake the nagging sense that something was wrong with the blond swordsman, aside from the obvious gender change. Setting aside her uneasy feeling for the moment, she stepped inside the tiled room and closed the door.

"I can't get this damned thing off," Cloud complained, yanking at the corset in a vain attempt to twist the surprisingly sturdy confection of fabric and lace around his torso in order to reach the strip of hook-and-eye closures. The silk covering was fairly shredded by his efforts to free himself and he was in danger of being skewered by several of the thin steel stays poking out of their protective sleeves. He was now stuck in a very awkward position, with a sharp piece of metal jutting up into his armpit and his breasts contorted by the displaced cups.

Tifa did her best to overlook the fact that Cloud now had breasts and set about freeing him from the garment by patiently unhooking the tiny fastenings. For his part, he stared straight ahead, tension radiating from his frame. Every time the backs of her fingers touched his skin as she wrestled with the closures, he visibly shuddered. "Sorry," she mumbled, finally giving up and tearing the last inch. The corset dropped unhindered onto the floor at their feet, because she was staring in horrified recognition at a large scar in the centre of his back.

Forgetting herself, Tifa drew her fingertip down the length of the vertical mark. Cloud twitched and pulled away, but she caught his arm and turned him, searching for the matching scar on his chest. Right below his sternum, a ridge of discoloured skin showed where his body had been pierced. "Wh-when did that happen?" she asked, anguish increasing as she noticed more and more old scar tissue carved into his pale skin along with more recent bruises.

He shrugged, removing his arm from her grasp. "Can't remember."

"You can't remember having a sword shoved right through you?" she demanded in disbelief.


Long-suppressed memories of the day that her world ended in flames, her father brutally slain while she was broken and left for dead made Tifa's stomach flip over. Turning away, she groped for the edge of the sink to keep herself upright just as someone tapped on the door.

From behind her, Cloud called, "What?"

Jessie plunked a pile of clothing onto the end of the counter and laid a pair of scissors on top, carefully not looking in his direction. "Here you go. Can I bring anything else?"

"We're good," Cloud replied; when she left, he retrieved the shears and slid them under Tifa's nose. "If you're done feeling sick, can you cut 'em off?"

Wiping a shaking hand across her sweaty face, she weakly asked, "C-cut?" In answer, he flicked one of the blond braids he had sprouted. Tifa swallowed hard, pushed down the dark images that were making her feel ill, and indicated that he should turn around. She instantly realized that there would be problem. "The braids have to come out first, or you'll have bald spots."

He exhaled an impatient sigh and reached for one of the plaits; Tifa unravelled the other one before picking up the scissors. "I'm no expert," she warned, biting her lip over the way her voice shook.

"Just do it."

Taking a firmer grip on the shears because her hands were still trembling, she began to cut, the long flaxen strands collecting on the tiles as she worked. Cloud submitted quietly, but his stance was anything but relaxed; when she brushed away loose hairs from his nape to better see how much more needed to be done, he moved impatiently.

"Done yet?"

"Don't rush me." Trimming the over-long hair that remained with several crooked snips, she stepped back. "Okay."

Without a backwards glance, Cloud walked into the open shower stall and turned on the water. Stripping off the lacy panties, he threw them over his shoulder; they landed with a wet splat beside the trashed corset. Tifa crouched and gathered everything, including the straggling mess of hair, into a bundle and headed for the door. "You coming back?" he asked.

"I'll, um, wait for Aerith," she answered, and fled.

Tifa was on her hands and knees, furiously scrubbing the layer of greasy film off the kitchen floor with a vile-smelling liquid when Aerith returned. "You're looking very industrious," she observed, eyeing the grubby sequinned gown and the kerchief tying back Tifa's long hair.

"A floor-cleaning summon materia would come in handy right now," Tifa replied, squirting more of the cleanser across the tiles.

"If they existed, they'd be the most valuable type." Aerith pinched her nose. "It's a wonder that you haven't passed out yet from the fumes. Some of the customers are complaining."

"They'd be complaining even more if their food orders were contaminated."

"Jessie says they're shutting down the bar in half an hour." Propping her fist on her hip, she asked, "Did you take care of Cloud?"

"She cut and ran," the swordsman announced, emerging from the bathroom wearing a t-shirt that was now rather snug across his chest and boxers that were in danger of falling off his hips, draping his towel around his neck.

"Literally," Aerith commented, eyeing his crude haircut.

"All yours, ladies." Treating Tifa to an exasperated glare, he huffed, "I told you to make Biggs and Wedge clean up that shit." Hitching the boxers higher with one hand and heaving his sword onto his shoulder with the other, Cloud headed up the stairs.

"Leave it, Tifa," Aerith said. "A clean floor will be a moot point if ShinRa attacks tonight."


The planning session was in full swing at one of the tables in the empty bar when Aerith and Tifa were finished in the bathroom and cheerfully disposed of their unwanted finery in the garbage bin on top of Cloud's ruined gown. Barret conferred with Biggs and Wedge, Jessie hovering and tossing in her two-gil-worth but mainly refilling their glasses. "Doesn't it bother you that you're not included?" Aerith asked out of the corner of her mouth as they paused in the doorway.

"I'm neither strategist nor technician," Tifa answered lightly.

"Neither am I, but I'd like to be in on the decisions so I know what's going on... hey, somebody's missing." Stalking out into the bar, Aerith demanded, "Did you forget to call Cloud?"

Barret was briefly confused. "Did you fix him?"

"Not yet," she answered, frowning.

"This is man's work, missy."

The girl's green eyes narrowed dangerously. "Oh, really? An even better reason why Cloud should be here."

"I'll go," Tifa quickly offered. Twisting her hair up in a towel, she bounded up the stairs and along the hallway to the room she shared with the swordsman. Knocking first, she opened the door to announce, "They're downstairs planning on how to counteract a ShinRa attack."

Cloud didn't look up from where he was honing the edge of his sword. "Good for them."

"Don't you want to be part of it? You'll be in the front line."

Sighting along the blade, he said offhandedly, "So long as I'm paid, I'll do what I'm told."

Rubbing one foot against the other, Tifa tried another tactic. "If ShinRa attacks the Sector, many innocent people will die."

"What's a few more casualties? Have you already forgotten about the collateral damage from Reactor One?" Cloud sardonically pointed out.

Feeling like he'd punched her in the stomach, she whispered, "That's exactly why I don't want anything like that to happen again."

"Bit late for regrets," he said relentlessly. "AVALANCHE has created its fair share of widows and orphans already, and now ShinRa's out for blood."

"Remind me to talk to you when I need cheering up," Tifa responded waspishly, turned on her heel and nearly slammed the door off its hinges. At the end of the hallway, another panel cracked open, and a small face peered out.


Brought up short, she composed herself before smiling kindly at the little girl. "Not asleep yet, Marlene?"

"I was, but you kinda woke me up," she mumbled, rubbing her eyes.

"Sorry, sweetie," Tifa said, and then inspiration struck. "If you go back to sleep right away, you'll wake up tomorrow to a nice surprise."

"Really? Will I like it?"

"I'm sure you will; it's very pretty."

"Can I have a hint?"

"No," Tifa winked. "Back to bed now."


Smiling, she watched to make sure that Marlene did indeed tuck herself back in, grateful for the cheerful intervention that lifted her mood. Moving far more quietly, she headed back downstairs in time to hear Barret declare, "Corneo's unlikely to have given ShinRa our exact location, so they'd have to plan a house-by-house invasion... and they're not gonna risk the casualties."

"Huge casualties didn't stop 'em from invading Wutai," Wedge said. "Our little sector wouldn't stand a chance if they decided to roll in."

Biggs scratched his ear. "Instead of a frontal assault, they could blockade the Slums... and that would cause tremendous hardship if food supplies from the Plate were stopped."

"We need to warn the residents," Jessie insisted, and Tifa could tell by her expression that she'd been rebuffed at least once before on the issue.

"What're we gonna tell them? ShinRa's gonna attack but we don't know when? Then what if nothing happens? We look like fools," Barret grumped.

"Better to be fools than the reason why their children died," Aerith chimed in. Noticing Tifa lurking in the doorway, she beckoned her forward. "Where's Cloud? He needs to talk some sense into these people."

"He's too busy polishing his sword."

"Overcompensation for something he's missing?"

Tifa started, then burst out into giggles. Aerith and Jessie joined her, their merry laughter echoing around the room and earning them perturbed glances from the males of their group. "Okay... now I feel better," she finally wheezed, wiping tears from the corners of her eyes. "I'm going to bed; somebody wake me up when it's time to stand watch."

"I'll go first," Wedge offered, checking his watch.

"Second," Jessie said.

Tifa nodded. "That makes me third… Biggs, you'll follow?"

"Um... what about me?" Aerith asked plaintively.

"There's a spare cot in my room," Jessie offered. "You're excused from duty tonight, being as you're new and all."

"You got any special attacks, missy?" Barret asked, inspecting Aerith with renewed interest.

"Er, not really..."

"Aerith turned Cloud into a girl instead of a frog by manipulating materia; that takes tremendous magical power," Tifa said. "She's a valuable addition to our team. Good night, everyone." Detouring into the kitchen, she collected the tiara and took it upstairs. Tip-toeing into Marlene's room, she arranged the glittering bauble on the battered bedside table so that the little girl would see it when she woke up. Pausing outside her own door, she took a deep breath to calm herself before facing her recalcitrant roommate. Inside, she discovered that Cloud had avoided any confrontation by the simple expedient of rolling himself up in his blankets and falling asleep... or at least a reasonable facsimile thereof.

Glaring at his tousled head, she followed suit, but their situation kept running around in her head and keeping her from a restful slumber. Short of surrendering, how do we save the Sector? ShinRa's all about brute force to get what they want. Her memories of Nibelheim and concern over Cloud's unexpected transformation added to the noise inside her head, but she finally fell asleep. When Jessie crept in to awaken her in the wee hours, she felt like she hadn't slept at all. Tomorrow's gonna suck she thought wearily as she struggled into her clothes and trudged off to do her duty, hopeful about scoring a couple more hours of shut-eye before the clock claimed that it was morning.


Her head had barely hit the pillow when she was yanked back into consciousness by a stream of invective that made her wonder if she'd wandered into Barret's room by mistake. Rolling over, she squinted blearily in Cloud's direction against the glow of the bedside lamplight and shock made her sit straight up. He was seated on the edge of his bed, his head bowed, most of his torso concealed by a luxuriant fall of shining golden tresses tumbling over his shoulders. "Oh, my…!"

Unearthly green-hued blue eyes pinned her in place. "This is your fault."

Trying to swallow the instantaneous lump in her throat and failing miserably, she choked out, "I know." Lack of sleep, stress and anxiety allowed a small whimper to leak out before she turned her back to him and hid under the blankets. Curling up into a tight little ball, she vainly fought to prevent the sobs from escaping her throat.

A voice, contrite and close by. "Tifa? I didn't mean it." She couldn't reply, couldn't do anything more than shake her head for fear of completely losing control and weeping like a lost child. A hand hesitantly touched her shoulder. "Tifa?" The unexpected gentleness along with the touch of worry in his tone caused the floodgates to burst and she let out a muffled wail.

Without any warning, Cloud moved her hair out of the way, climbed onto the narrow cot and tucked himself against her back. Letting out a startled yip, she tried to bail, but he wrapped his arm around her waist to keep her in place. "Don't. We're both girls, so it's okay… right?" She peered warily over her shoulder, but held still, even if she remained as stiff as a board. "You okay?" She made a noise that sounded like an affirmative, but it wasn't very convincing, so he lightly rubbed her back and shoulders after stealing half of her pillow.

With Cloud's breath tickling over her ear, Tifa did her best to not squirm, but it was really hard to stay still. She was confused, exhausted and overwhelmed… and now had her usually disinterested roommate spooning her like he had a right. "Why are you doing this?" she finally asked, too tired to be less than direct.

"I don't like making girls cry." His fingertips lightly traced circles on the nape of her neck before smoothing along the crest of her shoulder blade, down her arm to her elbow and back again.

Her head hurt from trying to understand him, so she gave up. "Oh."

They lay in silence for a while, until Cloud rubbed further down her arm and inadvertently pressed a particularly ugly bruise. When she flinched, he flipped back the blanket to inspect the injury. "What the hell?"

"Things got a little rough when they made me change into that dress."

Propping himself up on his elbow, Cloud leaned over to scan her expression, his breasts pressing softly against her back. "Nobody touched you, right?"

Tifa smiled weakly as she tried to imperceptibly ease away. "No. The only thing that saved me from something worse was the fact that I'd been 'reserved' for Corneo."

"Bastard," Cloud exclaimed, with considerable feeling. "Shoulda cut 'em off when I had the chance."

"Did… something happen to you?"

"Some weird shit goes on in that place."

Concerned by his evasive answer, Tifa rolled onto her back and was briefly distracted by the long lock of pale hair looping over Cloud's shoulder. "Are you all right?" she asked, once she'd refocused.

"You mean, besides the whole 'boobs instead of balls' thing?" he snorted, and she couldn't help glancing at the soft curves straining the fabric of his t-shirt. The view didn't last long, however; Cloud flopped back down beside her.

Tifa closed her eyes. "I'm really sorry that this happened," she whispered.

Calloused fingers smoothed stray hair away from her face. "Protecting you was more important." Her response turned into a startled squeak when his weight settled over her, her breasts uncomfortably squashed by his. He smirked at her wide-eyed expression and suggestively rocked his hips. "You can show me how grateful you are… after I'm back to normal."

"Get off."

He rocked into her again, looking thoughtful. "It'll take me longer, but I'll try."

"Not that kind of 'getting off'!" Tifa all but snarled. "Move!"

Smirking, Cloud repeated the lewd action. "Whatever you say."

Baring her teeth in response, she twisted violently beneath him. There was a brief, sharp struggle before Tifa successfully pinned him beneath her, his wrists trapped above his head. Cloud stared up at her, seemingly surprised by how easily she overpowered him, but then his lashes fluttered down in a beguiling facsimile of feminine submission and he breathily murmured, "Be gentle with me… it's my first time." Tifa reared back as if bitten and fairly leapt off the bed while he gleefully snickered at her expression.

"So you don't like making girls cry, but you don't mind being a jerk to them?" she hissed. Snatching up her blanket and his pillow, she grabbed his bedding and threw it in his face before reaching for the door.

"Hey! Where are you going?" he demanded.

"To find somewhere safe to sleep," she retorted.

"I'm kidding, all right? Shiva's icicles, woman… here, have your bed back." Rolling his eyes, he heaved a histrionic sigh as he returned to his own cot.

Tifa hesitated for a moment, but the realities of waking up half the house in search of another spot to crash, and the highly embarrassing questions she'd have to answer in the process, made up her mind for her. Tossing him the pillow, she slid back onto her bed after wrapping herself tightly in the blanket. Cloud gave her a disgusted look as he turned out the light. "I promise I won't molest you in your sleep."

"Why should I believe you?"

"Because it's more fun when you're awake and growling."

Tifa bit back her retort and huddled deeper into her blanket, wishing that the alarm would go off now, even though she was fairly sure that she'd be sick from lack of sleep on what would probably be a crucial day.


Something was biting her ear.

Unwillingly surfacing from blissful unconsciousness, she mumbled a protest and ducked her head. What sounded like a light laugh whispered over her cheek just before her earring was tugged. Grumbling Barret's favourite epithet, she rubbed her ear against her shoulder. This time, her earlobe was pinched, and she rolled over to hide the abused appendage against the pillow.

"You're so stubborn," whispered a lilting feminine voice that she thought sounded familiar. Reassured, she began sliding back into a deeper slumber... until her exposed ear was nipped hard enough to hurt. Her eyes snapped open in shock and found Cloud's amused blue gaze only a scant inch away. "Good morning," he added, lightly rubbing the backs of his fingers over her cheek.

Tifa wrenched herself backwards so violently that she went over the side of the bed, discovering too late that her securely-wrapped blanket prevented her from using her hands to cushion her landing. Cloud lunged, somehow managing to grab her in the nick of time. Dragging her back up onto the mattress and into his arms, he demanded, "Are you trying to break your neck?"

Pressed face-first into his breasts, she was too stunned to react for a long moment. Finally finding her voice, she protested, "You startled me!" and tried to extract herself, but he only let her pull back far enough to see his face.

"No kidding?" One fine blond eyebrow slowly, mockingly arched.

Trying to regain the upper hand, she frostily demanded, "What are you doing in my bed again?"

"Stopping you from hurting yourself."

"Before that."

"Waking you up."

"What happened to a friendly shoulder-shake?"

"This is much more pleasant." His voice became almost sultry; coupled with the bountiful bosom right in front of her nose, the entire situation was just too plain weird for her to handle this early in the day before her first cup of tea. However, he showed no sign of actually leaving now that she was awake. Instead, he seemed to be making himself comfortable, shifting onto his back and pulling her closer to rest her head on his shoulder.

Enough is enough. "Can I ask you something?"


"When you were all guy, you were strictly 'hands-off'. Now that you have 'boobs instead of balls', you've climbed into my bed twice in the last four hours."

"Your point?" When she remained silent, Cloud twirled a lock of her hair around his finger before answering, "I like being close to you. Is that a problem?"

"You've never wanted to be this close before," Tifa quietly pointed out.

"Would you let me in your bed if I was a guy?"

Sidestepping the loaded question, she said earnestly, "You're still a guy... to me, anyways." She found herself once again flat on her back, looking up at Cloud, but this time he didn't climb on top of her. Instead, he simply stared down at her, his hair sweeping forward over his shoulders to enclose them inside a flaxen curtain. In the filtered light of the bedside lamp, his pupils dilated, darkening and softening his intense gaze but Tifa still felt like he was trying to see all the way down into her soul.

Nervously moistening her lips, she watched his attention move to her mouth, and for a long moment, she thought he might kiss her... and discovered that she wasn't terribly opposed to the idea. However, he didn't follow through, instead allowing only his words to brush over her lips, but that was enough to knot her stomach. "Will you help me with something?"


"I have an idea," he said before rolling off the bed and onto his feet.

"Your hair!" Tifa exclaimed, struggling to sit upright.

"Yeah," Cloud grimaced, flipping the shimmering length over his shoulders; it now hung down past his hips. "Seems like cutting it wasn't the best idea."

"D'you want me to braid it?"

"Okay. If we chop it off again, it'll probably be ankle-length by breakfast."

Tifa unwound herself from the bedding and located her brush. Cloud stood very still as she set to work, his shoulders straight, but she immediately noticed that unlike the previous night, he no longer flinched if she touched him. Wondering what had changed, she quickly divided the gleaming mass into three equal sections and set to work. Tying off the ends, she gave the resulting thick rope a final smoothing caress. "There. That should keep it out of your way."

Pulling the braid over his shoulder, Cloud gave it a cursory inspection before tossing it back. "Do you still have the Restore materia in your glove?" When she nodded, he said, "Grab them and let's go." Collecting his own gloves, he tried one on while waiting for her, and with a sour expression asked, "Can I borrow a pair of yours? Mine are too big." When she obliged, he tugged her out the door.

Half way down the stairs to the ground floor, Tifa belatedly noticed that they seemed to be the only ones awake. "What time is it?"

"Early. We have about twenty minutes before anyone else wakes up."

"I am going to be absolutely dead on my feet today! What if ShinRa attacks?"

"It'll take 'em at least a couple of days to get organized."

"Says you."

"Says the ex-SOLDIER," he confidently said. "They're a bureaucracy; they like to make plans and then contingency plans… and then contingency plans for the contingency plans."

"Good point," she reluctantly conceded. "Um, what are we doing?"

Cloud detoured into the bar and rummaged under the counter, returning with materia in his hand. "An experiment," he said in response to her question. Leading the way down the hall to the bathroom, he continued, "I want to see if water amplifies the effects of the spell."

Tifa closed the door behind them as Cloud hit the light switch with his elbow. "Er… wouldn't it be better to use Aerith's materia?" she asked.

"If this works in even the slightest, I'll borrow it from her," he said, turning on the water.

"What do you need me for?"

"This." Cloud yanked his t-shirt over his head; before Tifa could dodge, he grabbed her hands and cupped them around his breasts.

"Wh-what are you doing?" she yelped, torn between tearing herself free and worrying about hurting him, so remained frozen in place – even when his boxers fell down around his ankles.

"You wanna help or not?" he growled. "If this works, my hands will change their size, so I need you to provide a standard." Tifa was scarlet from her hairline to her bare toes and looking everywhere but at Cloud. "Don't think about it so much," he chided, forcing her unwilling hands to mould around his curves. "It's just me."


"You're the only one I trust to do this," he added, and she stopped struggling.

"O-okay… I think I've g-got it," she stammered, trying her best to memorize the proportions.

"Good job." Releasing her hands, he kicked free of his boxers and stepped into the tub.

"So, um, what's the plan?"

"Power up the doubled Restore materia, stick our hands in the water and let 'er rip," he replied, turning off the taps and pulling on the borrowed gloves, frowning at their loose fit. As she knelt beside the tub, he equipped the glowing orb. "Ready?"

Tifa waited until the materia's power crackled over her skin before plunging her hands into the warm water. Cloud did the same, and the tub was abruptly lit from within, the green light eerily reflecting off his face, the walls and the ceiling. When the energy died away, she asked, "Well?" Instead of replying, he reached between his legs while Tifa tried not to die of sheer embarrassment on the spot, but that was nothing in comparison with what happened next.

Frowning, Cloud muttered, "Nothing, dammit," and stood up, putting her at eye level with the dark blond thatch curling wetly at the apex of his slim thighs. She toppled over backwards trying to put some distance between them, but he hauled her upright and slapped her gloved hands onto his bosom. "Are they smaller?"

Tifa would rather be eaten alive by moogles than point out that she would have to remove her gloves to properly judge any change. "Er… I don't think so."

"Take your time."

Instead, she tried to disengage her hands from his chest. The resulting friction caused by wet leather across his nipples made Cloud inhale sharply and colour bloom on his cheeks, but that was nothing compared to the vivid shade of mortification that Tifa turned when Aerith walked in.

Silence reigned as the chestnut-haired girl took in the sight of a buck-naked, prettily-flushed Cloud apparently encouraging Tifa to fondle his breasts. "The gloves are a nice touch," she blandly commented, then gave the other girl a narrow look. "So much for not undressing in front of each other."

Tifa wrenched loose and agitatedly flapped her hands. "It isn't like that!" she protested while Cloud reached for a towel. "I was only trying to help!"

"Very hands-on," she coolly observed.

"Hey, Aerith… can I borrow your materia?" Cloud interrupted, completely ignoring Tifa's spluttering discomfort.

"Sure. Back in a minute."

Tifa tried to make her escape in Aerith's wake, but Cloud pulled her back. "One more try."

"Can't you get Aerith to check?"

"I'm not letting a stranger touch me."

She looked down at their joined hands and had an idea. "Let's try something else." Wriggling loose from his grip and stripping off the wet gloves, she held up one hand. "Let's measure this way." Somewhat bemused, Cloud obliged, pressing their palms together.

"Still smaller – but I knew that, because your gloves are too big for my hands," he grumbled, absently lacing his fingers with hers and flustering Tifa all over again. He didn't let go until Aerith returned and tossed the materia in his direction.

"So... watcha gonna do with it?" she brightly enquired.

Easily fielding the orb, Cloud examined it for a moment. "This is the Heal materia, right?"

"Yep!" Spotting the other materia on the counter, Aerith ventured, "Sleeping didn't change anything?"

"No," Tifa muttered, wringing out her sopping gloves over the sink. "Neither did our first try at Cloud's idea, which was to see if water would amplify the materia's effects." As Cloud dropped the towel and re-entered the tub, she suggested, "You should have a go, Aerith."

"All right!"

Oblivious to the sharp look sent her way from the blond hunkered down in the water, Tifa handed over the Restore materia she'd been using and watched Aerith equip them in her bracelet. Kneeling by the tub, the mage smiled brightly at Cloud, who ignored her in favour of adding the Heal materia to his array. On his curt command, the room abruptly filled with intense electric viridian light arcing off the walls. Shielding her eyes, Tifa waited until the energy dissipated before peeking through her fingers. "Well?"

"He's lost at least a cup size," Aerith replied, moving to the side so that Tifa could see, just in time for her to notice the very peculiar look that crossed Cloud's face as he apparently checked his privates. When he stood up, he was careful to keep his hips turned towards the wall until his towel was secured around his waist.

Tifa decided not to ask. "If there was a positive change, why don't you try it again?"

"Repeating the experiment with the same set of variables isn't going to do anything," he answered, and they were both startled by the newly husky quality of his voice.

"I think you're taller," Aerith observed as Cloud sloshed water across the floor during his awkward exit from the tub – he didn't seem to want to lift his legs any higher than necessary - but instead of measuring himself against her, he came straight for Tifa... who hastily hid her hands behind her back.

She found herself eye-to-eye with him. "Most definitely taller and," risking a glance down at his chest, she continued, "much smaller."

He flexed his fingers, showing her that the gloves now fit. "But not enough."

"Better than before!" she retorted. "Lucky for you that Aerith agreed to help."

"I'm not so sure about that," he mumbled before abruptly turning to the other girl. "Can I hang onto this for a while?" he asked, indicating the materia.

"Sure. What are you going to do with it?"

"I have another idea." Crossing the room, he clasped Aerith's hands in his and looked intently into her sparkling green eyes. "Only you can help me set it up. Will you?"

"Of course, Cloud! Anything for you!" she chirped, her cheeks blossoming a becoming shade of pink while Tifa's heart dropped into her stomach.

"We'll go once Wall Market opens for the day," he said, starting for the door.

Aerith snatched up a towel and draped it over his shoulders. "Cover up, Miss Cloud, or the boys'll be dead via nosebleed before breakfast."