One morning halfway through his fifteenth lap, he realized he could smell Angeal's shampoo form clear across the track. There was no hitch in his pace, but he thought holy shit, it smelled girlsweet, in it was all over the air and inside his nose and throat. Not just that but Angeal was somehwere inside it, deep inside, like the manufacturer had a chemical chain with his name on it, and mixed him in it in equal proportions. The air came in cool rushes-and Zack sailed through it, couldn't shake the feeling that wind and the even his legs couldn't propel him away from it.

He'd gone into a coughing fit after the last lap and Angeal had clapped him on his shoulder, said 'kid, i think you're really getting there." He looked beyond his mentor into the foggy dawn, smelled pumpkins, apples or something, and Angeal all in it which was a starker, heavier smell than the rest.

And even though the run hadn't really been that hard, he just couldn't catch his breath.

Zack told him the one night that the mako was making him antsy. Angeal held in his gut reaction, which was to ask when he wasn't antsy, only because there was something in the boy's eyes that was so serious Angeal stopped, made sure he was seeing things right.

"Are you having any bad reactions that you noticed?" He asked, and Zack just shrugged, shook his head.

"No, I...I don't know, feel like..." he sighed, "I don't know."

Angeal sat back, watched his student and felt a tug in his chest at the prospect of clearing the alien shadows from that usually happy face. It didn't look right, it looked downright odd, like there was a diffrent resident spirit inside his body, forcing a slump into his shoulders, a sudden darkness to his face.

"I just...can't focus, you know? I feel like I'm bein' smothered or something." Zack's eyes were hopeful when he looked up at him, and Angeal breathed, and his skin prickled when he realized the most potent smell in the air was Zack's panic.

He wondered if the boy was leaving something out.

"Sensory overload is not unusual for a new candidate to have." Angeal said, eyes zeroing in on Zack's bright eyes, the natural upturn of his mouth, the way his hair didn't start to become wild until a few inches from the hairline. Zack laughed, an airy laugh of a young man.

"Gaia Angeal, what am I pretty or somethin?" Angeal coughed, turned back to his food.

He didn't know what to say to it, so he didn't say anything, and he could smell it in the atmosphere, a monopolizing cloud of panic. He wasn't sure if it wasn't his own.

He didn't know what was up with him, he'd never done so lousy in a session before. But there it was, he was actually exhausted, and he was not even a third through it. It pissed him off because he knew he was better than that, it pissed him off that his legs trembled through a set of basic squats, that his arms had folded underneath him just on the thirtieth set of pushups, and that when that happened he just felt like lying there with his face against the floor.

And Angeal was pissing him off.

"Get serious, Zack." Zack could hear it in his voice, that Angeal wasn't sure what the hell was going on either, that Angeal thought he was clowning, not focusing enough, but damnit he was really trying.

"I am." He bit out only a couple shades insubordinate, nothing that Angeal wasn't used to. He got up, ran a couple drills Angeal had switched him to, and Zack didn't dare look in his eyes, afraid of finding disappointment there. It was almost there in the older man's voice, and Zack just tried to ignore it. On one of the sim trials, his sword actually flew from his hand. He looked up, and it had the potential to be a humorous moment, but Zack was dumfounded and in the silence, he saw Angeal's less than pleased expression.

Less than pleased was maybe an understatement. If Zack didn't already know Angeal was a good guy, he might have been scared. If he didn't already know that Angeal was kind, he would've questioned it, staring into the bright steely gaze of his mentor.

The silence made him feel small, and the sim crashed around him like his dreams surely would if he kept on screwing up.

"You're not focusing." he said, and Zack bristled.

"Hey, don't-" give up on me.

"This is when you listen." he said, and Zack could tell he was frustrated too. "You can talk when you're finished. Unless you'd like to be finished now?"

"Is that what you want?" he said back, and he felt the air change, knew the proper response was no, sir, of course not sir, give me more sir, but he was fed up, with himself mostly, and with the disappointment in Angeal's eyes, which were a kind of grey blue, roiling with green.

And suddenly more green.

"I can be." he said, and Zack's stomach dropped.

"No, I didn't mean-"

"I do have other things I could be doing with my time. This is not an obligation for me, soldier."

Zack thought, obligation. Wondered why it struck him the way it did.

"Angeal-"

"I think we're done for today." he said, and when he turned on his heel to leave, Zack almost launched off after him, to stop him, tell him to come back. When the door shut, Zack sat on the floor with his sword, rested his head on the broadside and tried not to think of the Angeal's eyes, but they were all that he could see.

Angeal was certain it was something he was doing. He was almost irritatingly used to Zack's mouth, resigned to the fact that the boy had no filter to speak of, so his annoyance had less to with that than the frustration he felt for being used to it. He was obviously fond of the boy, but he couldn't finger when that had stretched to an innappropriate tolerance for his behavior.

Angeal didn't feel the need to put him back in line, knowing that in serious situations the boy could follow orders to the letter, but he wondered about himself. What was it about Zackary Fair that allowed for such an incredible lack of desire to impose rank, do all of the textbook things that had worked for other students he'd had.

He felt that Zack's surprising lack of focus might've been his fault, for letting too many things pass, for the amount of time he passed himself noticing odd things like the musculature of his student's hands, the way they weilded, touched him casually when they walked side by side?

Zack spoke in casual touches, and Angeal could almost remember each one, and so often, how he pushed them away. He gave himself a flat stare in the mirror, told himself to get his head out of the clouds.

He and Cissnei went out for drinks. He thought that maybe he could distract himself from other distractions, that drinks could mean some different conversation which didn't have to lead to sex, but probably would, or at least he was hoping. She was interesting too, had a great pair of legs he hadn't expected to be hiding under those blue suit pants.

He was successfully distracted, and he had her, right there under him, but-nothing. Nothing.

"I swear that's never happened before." he said, mortified. She just nodded, laid down and sighed, hair all around her.

"You know, you talked about him all night." She smiled a sad smile and he bowed his face down into his hands, breathed.

It had been a long time for him, and Genesis had told him that if he wanted to release some tension, he ought to come out with him and Sephiroth for drinks. It occured to him, he hadn't spent any time lately with either of them, and he said yes.

He went through the trouble of digging up something nicer than his uniform, shaved even, and Genesis gave him a strange look for it, smiled in such a way Angeal knew something was brewing behind it.

"Alright, what is the matter with you." he said, after the fifth glass of wine, but with the three of them it could've been water.

"What do you mean?" He said, glancing once at Sephiroth, who seemed, even after all the alcohol, to have just about the same familiar level of disinterest.

"You've been brooding lately, and it makes me curious." he said while he spreaded something that was apparently very expensive on a dry, thin cracker. "Usually," he paused to take a sip of wine, "that's Sephiroth's job." he said, and Sephiroth didn't actually react, except for a distant sliding of eyes onto Genesis's face. He crossed his arms, and if Angeal didn't know any better he might not have even classified the two as friends.

Copious amounts of wine later, he realized they were more than friends. He thought that Genesis had invited him in to have some slightly tipsy conversation. He wasn't adverse to it, he actually felt more relaxed than he had in a while.

But then Sephiroth started undressing while they talked about old materia theory, and Genesis's hand was tangling in his hair, and he stopped talking, looked at the both of them and thought oh. Genesis was saying that he could join if he wanted, and he realized that he didn't want to.

He was mad not to want to, but he just didn't. He couldn't, even when he watched Genesis fuck the demon General into the living room floor and Sephiroth turned his head over, and with a coy, dangerous look, breathed:

You'll never be able to fight it.

Angeal could've been watching tv for how displaced he was, but Sephiroth was right, knowingly or not. And the walls closed in on him then, thick and airless as he turned and left, Genesis's breathy profanities at his heels.

Zack didn't show up for the next two sessions. He didn't feel as if he'd ever made the decision not to go, but that it had just happened that way. He felt guilty, not thinking about dreams but about Angeal standing in an empty training room, waiting for him.

He wandered underneath the plate, and met this ethereal flowergirl who probably said all of three words to him before handing him a pair of flowers tied together with a ribbon.

"Why?" he asked. She smiled.

"I don't know, just a feeling." she blushed, and he noticed that she was really pretty. His heart ached for it to mean something. "And you seem like you've...lost something." she said, and he felt spooked, aghast. He laughed it off.

"My mind?" he asked, and she just stared at him.

"No," she bit her lip, patted the side of her chest with a delicate hand, "your heart."

Lazard gave him the oddest look when he submitted the papers.

"You no longer want to mentor Fair." he said flatly, wihout understanding. And who would understand, Zack was an excellent student, clearly one of the more promising soldiers. The light glinted off of Lazard's glasses when he bent his head to look at the stack again.

"And your reasoning?" he asked, regarding him from his desk, gaze sharp. Angeal paused, grasped at something he could say that made any kind of sense.

In his mind eye he saw Zack's lopsided smile, saw him laughing like he did so often, whole body thrown into it. He saw teeth biting down into a trembling lip to keep away laughter, breathless laughter, gasping, head thrown back like...

Angeal raked a hand through his hair.

"I think he has learned all that I have to teach him."

When he found out about it, he felt like he'd been punched in the face.

"What the hell Angeal." He said, after swiping himself into Angeal's apartment while the man was eating dinner by himself. He hadn't even changed the locks, which was ridiculous, because he had to know he'd come around after finding out about it. Maybe that was the point?

Angeal just looked up from his plate, didn't even move to get up.

"Hey, are you listening? This is a joke right?" Zack paled in the silence, felt furious when he got no response. He felt...totally deflated."Right?"

"Zack-"

"Why?" He felt like he sounded pathetic, he knew he sounded pathetic, but he didn't care.

If Angeal didn't already feel terrible, seeing the kid's face was the awful cherry on top. He had a million answers that came in high definition pictures. Every bit of his face he'd memorized was every part of the reason, every lingering gaze the power he needed to sign those forms and get up now and turn his back on his student.

As soon as he'd taken one step, Zack was suddenly in front of him, looking lost, angry.

"You won't even give me a reason."

"Take comfort in knowing it's for the best."

"Take comfort. You're...serious? What am I supposed to take comfort in, what part of this is comforting? I'm not comfortable Angeal, because I don't understand why-" he ran a hand through his hair, "I mean I know I mess around, but I'm serious about this, I'll work harder I promise-"

"Stop."

"And we're friends, we're friends, you can't just-"

"Zack-"

"Did I do something wrong? If I did I'm sorry-" Was Angeal weirded out by him, did Angeal know?

"You'll do fine under someone else." Angeal said and Zack quieted, came towards him. Gaia, Angeal could smell the fight on him like an especially strong cologne. Zack stood toe to toe with him, looked into his eyes. He thought, fuck it.

"What if I only wanna be under you?" he said quietly, dangerously.

"You-"

"I smell you, even when you're not around. And I'm thinkin mako doesn't do that. I think...I mean I not sure what I think but I think I'm totally fucked on this."

Angeal looked into the boy's eyes. "I...don't think I can fight this." Zack said, and Angeal was stunned. "Tell me that I can, tell me that you don't want me, so I can concentrate..."

Angeal knew there was a duty he had as a mentor, to stop things like this at the root.

"I..." He leaned in, felt Zack leaning in, their lips making soft, almost non existant contact. "I don't want you." he murmured against his student's mouth, which was open and breathing. He pressed in harder, groaned at the slick hesitant touch of their tongues. He felt Zack's fingers around his bicep and he moved his hands down to pull Zack closer by the waist, feeling the solid taper, the warmth of his skin through his uniform. He pulled away, looked into the boy's eyes. "Puppy, I need you."

Zack just stared, trembled, because it was good, but terrifying. He wanted to deny it one last time, but his dick had other plans. He was relieved to feel the response after the fiasco of his last sexual encounter, but wary of the way he needed Angeal too. He thought of the flowergirl, cursed his heart. Cursed his dick and his heart.

They moved backwards into the living room towards the couch, and sank down onto it, lips and tongues still moving together. Zack got his hands underneath Angeal's shirt as he settled heavily on top of him, and he shivered, pulled away and looked into his student's eyes.

"Protocol-" he said lamely, and Zack rolled his eyes.

"Fuck it, fuck it all." Angeal laughed at that, wondered that Zack could follow orders as well as he could with that almost innate flippancy in the face of authority. "We...don't have to tell anyone."

Angeal didn't know why that made his blood boil hotter. He kissed the open column of Zack's neck, slid his hand under his shirt and across the taut surface of his stomach.

"You're comfortable with this?" he asked. Zack looked at him.

"I mean, it feels right. But I'm kind of used to being the one who, you know, gives."

"You've only been with women?"

"Yeah."

"It's different, now." Zack laughed at that.

"Yeah, no shit." Zack said and Angeal pinched a nipple under his shirt. Zack made a low breathy noise.

"Tell me what you like." he said, eyes shimmering green. Zack swallowed, looked up at Angeal and felt so surreal.

"Since when are you shy, puppy?" Angeal said, after a silence. Zack didn't think he'd ever be turned on by that dumb nickname, but there it was.

"Lower," he rasped, "lower."

Angeal smiled and undid Zack's belt with one hand, got the pants down and Zack kicked them off. He wished he wasn't the only one getting undressed.

"Wait, Angeal, can you..." Angeal stopped, looked concerned.

"What is it?"

"I wanna know what you look like too." Angeal leaned up and conceded, took the shirt over his head without ceremony. Zack inhaled sharply, figured he'd seen Angeal bare chested enough for it not to be so...great, but looking at him now it was even better. The man was pure muscle, sinew drawn taut, heavy and very male. He felt so scrawny in comparison. He reached his hand up to touch with light fingers, drew it down his abdomen.

The muscles jumped and Zack smiled.

Not to far below that, the bulge in his pants made Zack's mouth fall open. Angeal was going to sexually destroy him, for sure. He realized how long he'd taken the simple act of walking straight for granted. He just stared, wary but curious.

Angeal chuckled and pushed him back down.

"We won't do anything you don't want to do."

"Oh, okay." He was successfully distracted when Angeal took him in hand, stroked lightly. Angeal could've lost it, just listening to the way the kid whimpered, although he was putting up a valiant effort trying not to. He watched him bite his lip when he massaged over the slit, light enough to tease.

"Oh Gaia, oh yeah..." he breathed as Angeal went faster, fist pumping just exactly in the right way. And still moving his hand, Angeal leaned over and started sucking on his neck. It didn't take long for him to come, and he said something ridiculous on his coming breath, he was sure. He sighed, sank back into the couch.

Angeal got up to get a napkin to clean up. Zack sat up, realized the only thing he had on was his shirt. He watched Angeal's back muslces flex as he moved. Turned on, but honestly kind of jealous. Zack went over and bit at the back of his neck, thinking about how natural it felt. Angeal dropped the napkins down into the garbage and turned around.

"I..." he sighed, reached for Angeal's belt. "Can I?" Angeal stilled, wondered how that was even a question.

"You don't have to, we can stop here." he said, and his belt undone already and zipper on it's way down, his knees trembled. Zack gave him a sly look.

"Do you want me to stop?" he said as he pushed pants down, stroked the very impressive length. He fucking knew it. Angeal just groaned. "That's what I thought." he said, feeling confident enough to get on his knees, take him in his mouth. He breathed through his nose, took inch after inch in. His mouth was full and hot with it, and he was surprised by how much he...didn't hate it. Didn't hate it all, even after the years he'd never been able to fathom how girls had done it for him. Angeal's trembling breaths matched the time of his bobbing.

He sucked hard, used his teeth a little. Angeal's hips surged at that and he gagged violently, came away coughing. He wished he was better at it, couldn't imagine he looked very attractive chooking on his mentor's cock.

Angeal knew he was depraved when that image very nearly finished the job. Zack was still coughing and he thought to get him some water or something, but he just couldn't stop watching, thinking about what Zack would look like bent over his dining room table, face down in his couch, sprawled out on his floor, riding him or just taking it.

He needed the water.

Zack looked up at him, stood up.

"Okay, I'm not great at that, but I...I'd like to try, you know... I mean I think I can take it. I'm almost a soldier first an' everything." he smiled, and Angeal laughed.

"This isn't exactly what your training was preparing you for." Angeal said. Zack just smiled.

"Well, I am highly adaptable in tense situations, so no worries. Worst case scenario, you cripple me."

"It's not that big." Angeal said and Zack begged to differ having just had it in his mouth.

"Right."

Angeal moved them both to his bedroom, told Zack to lay down. He did as he was told, but not before tearing his own shirt off. His student lay completely naked in front of him, and he felt like he was at the absolute point of no return. There was no way he was going to look at Zack and see just his student after this.

He kicked his pants away form his ankles and ran a hand through his hair, sat down on the bed.

"Things will be different after this." he said. Zack smiled.

"I hope so, didn't think you'd just hit it and quit it, you know?"

"I'm serious Zack, after this-" he left off and Zack touched his shoulder.

"Hey, we'll work it out. Do you wanna be with me?"

"Of course I do."

"Well, I wanna be with you. What else is there?" Zack said and Angeal smiled.

"Is it that easy you think?" Angeal asked. Zack nodded.

"As fucking pie." he breathed, into his mentor's ear.

At that, Angeal turned around crawled over Zack's naked, willing body. He could smell them together thick in the air like a premontion, and he sank into that haze, kissed Zack's mouth and swallowed his breath like it was his own.

He told Zack to spread his thighs, and they came apart without retort. He could see the apprehension in the boy's eyes.

"You're going to have to relax."

"I am totally relaxed." Angeal took a generous amount of lube onto his fingers. He coated the entrance first before getting one finger in.

Zack had never felt anything like it before. It was cold, and a little strange, but he liked how Angeal moved his finger in and out, an aspect of sex that didn't ellude him. That familiar motion put him at ease. Two fingers scissoring wasn't terribly fun, but Zack breathed and told himself to be greatful because the was just the prelude to the real thing.

He hissed, and Angeal was looking down on him with a hard expression, looking right into his eyes.

"If you knew how you look right now-" he said in a gruff voice, moving the fingers faster now.

"I...oh, oh." His eyes rolled up, before coming back to rest on Angeal who was breathing heavy now, adding another finger. "What did you just do?"

"Something I'll do even harder in a few minutes." Angeal said, smiling. Angeal was pleased to see that a fourth finger went well, though Zack still seemed to be in pain, but not as much.

"Alright, I think I'm good now." he finally said, looking up with glassy eyes. "Do it." he breathed, and Angeal didn't need anymore encouragement, leaned down to kiss him and for a moment reached over to get a condom, but decided not to.

When he pushed in, his head spun. He braced himself, stilled while Zack clenched, Gaia clenched so hard down on him, and grit his teeth against the invasion. After a bit, he started moving and Zack opened his eyes, didn't feel as much like he was being torn apart.

He thrust slowly, angled and heard Zack curse breathlessly, felt him move his hips up to meet his.

"Angeal, oh fuck," He pushed in deeper, groaned, it was too good, impossibly tight, "oh fuck, Angeal..."

Listening to him was doing nothing for his self control, and he coudn't even hear himself think, what with the blood rushing, his own breathing and-

"Just like that, just like that-" Zack, who was especially vocal. He liked it, and when he saw Zack was comfortable he sped up, might've been saying things too, he wasn't certain.

Zack didn't know it could be so good, was stunned by bit, totally drowning in it and he just wanted more, couldn't see anything but what was in front of him, Angeal's stomach clenching, his hair falling into his face, a line of sweat running from temple to neck to him and he brought his legs up, didn't know if he was screaming, whimpering, sweating alot or crying.

Undignified maybe, but-

"Shit, shit, oh...oh SHIT!" Shit, he didn't care. He could hear Angeal growling, talking to god or something.

"You have a dirty mouth." he said, holding both of his knees closer to his ears, riding him harder.

"Shut me up then, oh Gaia..." he'd never felt so wild as when Angeal turned him around and told him to hold onto the headboard, and the moment he was firmly on his knees, headboard gripped, Angeal was moving behind him, gripping his hip, pounding into him like he needed. He didn't think Angeal would, but he was glad to be wrong.

"Puppy, do you like it?" And he whimpered yes, scored the headboard with his short fingernails. The headboard wasn't holding any-fucking-thing with the way it was moving under their force. "Tell me you like it." he said in a heavy voice. A jolt went up his spine, and he knew he was close.

"I...fuck, I love it." Ifrit, if that was him wailing like that he was going to be so embarrassed when it was over, he knew it.

"Good." Angeal said, and sucked on his neck. And just like before the combination sent him over, and he was rutting back when it happened, saying loud profane nonsense things, coming away with part of the headboard in his hands.

What the fuck?

Angeal followed soon after and they sank down together onto his bed. Zack tossed the piece to the floor.

"I think I'll need a sturdier bed." he finally said, after a few moments of just laying together in silence. Zack laughed weakly.

"Angeal, you don't happen to have any crutches in here, do you?" they laughed.

"I think you adapted very well."

"Yeah? Can I adapt to you again in the morning?" Zack paused after saying it, knew it implied he'd be staying the night.

"Yes, I'd like that."

With that, he turned off the light, held his young soldier next to him.


Author's Note: I'm slowly gathering together the one shots I've posted on livejournal and posting them here. There's really not that many so there's no reason it should take me so long. XD I'm just realizing that now I'm having to copy and paste, since some of them were on a computer previously crashed. I hope you enjoyed this one.