A/N: I wrote this with a theme in mind: How would it read if I flipped Cloud's and Tifa's top/bottom roles a little? Written for Spring KinkFest 2012, May 14.

On top of a chilly, grassy knoll, they pitched their tent for the night; as far as their eyes could see, they saw miles of dark, tall, whispering grass. Half the moon's face shone down on the lonesome grasslands.

The grass made Tifa nervous. Aerith's curled warmth against her back and soft breathing in her ear would have lulled her to sleep on another night. Even Barret's regular snoring would have helped. But the grass' whispering made hearing approaching enemies difficult – sleep was, for all intents and purposes, impossible.

And if her hearing were accurate, Cloud couldn't sleep either. He lay in the sleeping bag next to her, his back turned to her. He cleared his throat quietly on occasion, and his breathing was too shallow for sleep. He pushed and shoved his pillow around and shifted his legs constantly. His wriggling reminded her of Marlene when the girl got too cold, but his discomfort also reminded her of something else.

Not that she was thinking of doing anything like that. In this tent with all their friends, anyway.

The minutes and the hours dragged. Cloud tossed and turned. Tifa lay still, trying not to disturb Aerith and trying (unsuccessfully) to her will her body into sleep. The grass swayed and swished in the sharp, cold wind that blew over the knoll. One of Tifa's eyes blinked open in time to see Cloud shiver and curl tighter into himself.

She sighed. He can't sleep…neither can I…

Tifa reached out of her sack and laid her palm on his back. He unfolded enough to look over his shoulder.

What? He mouthed.

You can't sleep. She mouthed back.

He shrugged.

Neither can you.

She shrugged sheepishly.


Tifa hesitated for a moment, considering not on what to say, but on how to deliver her answer. Spoken from their two beds? Or whispered into his ear?

She slowly lifted herself out from Aerith's sleep-fueled embrace and slid into Cloud's bed, spooning securely into his back, ass and legs. Tifa felt a hot rush of gratification when she felt him melt into her. The wind blew; Cloud shivered; Tifa scooted higher up his back to bring her mouth to his ear.

"I can't sleep because I'm listening," she whispered. Cloud nodded knowingly and laid his head back into the pillow, giving Tifa room to lay her head down as well.

"Same here," she barely heard.

A particularly strong gust of wind rattled the poles holding the tent, and pierced through the unrepaired seams in the sides.

Tifa wrapped her arms around his chest. He hesitated, and then tentatively laced his fingers through hers.

She could not say what made her do it, but she could say why. The baby soft smooth skin on his neck beckoned to her. Her tongue traced his backbone up to his hairline; her lips kissed and nibbled on the soft junction between his neck and shoulder. She felt his goose flesh rise under her mouth and she moaned as the implications raced helter skelter through her brain.

And then Cloud looked over his shoulder at her. His face was stunning. His lips were flushed bright and full; his face and shoulders looked rouged red; his eyes pleaded for more.

They could not be noisy. But isn't anything permissible when done in silence?

Tifa opened her mouth and pushed two of her fingers inside. She lifted his shirt, tweaked and teased his nipples. She nuzzled his ear and sucked on the soft lobe. Cloud squirmed and pressed his ass against her heating thighs. He tangled his legs with hers – she could feel his whole body tensing, pulsing.

Out of the corner of her eye, Tifa quickly checked on the tent's sleeping occupants. Barret's snoring continued. Aerith was curled in on herself somewhere deep inside the blankets. Nanaki lay at the tent's entrance.


Satisfied, she the nape of Cloud's neck and rubbed his stomach. One hand dropped down to the bulge in his loose, thin sleep pants. She cupped and palmed him, creeping her fingers over his balls. Cloud slowly bucked into her hand; when Tifa realized that he had never been wearing underwear, she could not conceal a grin.

"Why aren't you wearing underwear?" She whispered teasingly in their mother Nibelheim dialect.

Cloud tried to control his smile. "Waiting for you," he replied.

She flipped his balls. "You're loose – you're hoping you'll make me loose with you?"

His stomach quivered with silent, repressed laughter.

"It was just a matter of time," he whispered sultrily. "Aerith's told me how you watch me."

Tifa rolled her eyes and pressed on the tiny space between his balls and bottom hole. Cloud's legs stiffened straight out behind him and his breathing hitched.

"Isn't that funny," Tifa replied. "She's been telling me about how you watch me."

A wave of red washed over Cloud's face, and he snorted dismissively (and unconvincingly).

Oh, I'll make him admit it.

Through his sleep pants, she pressed and rubbed his cock, then gently tugged on the head. She cradled his balls, ran her finger along the crack of his ass. His body tensed and shivered, though the sleeping bag was quite warm now.

Tifa pulled his shirt off and pushed his pants down around his ankles. At last, she licked her hand several times before wrapping it around his cock and tugging in earnest. Cloud tossed his head and breathed through his nose, pressing his lips together tightly. His eyes always held hers.

She adjusted herself to look down at her handiwork over his shoulder. Between her fingers and in her palm, the head of his cock was warm. She let the pad of her finger massage the tiny hole in the head and his cock jerked in her hand.

"You're not as wet as you could be," she whispered.

Cloud gasped with her words. "How wet is wet for you?" He asked.

Tifa listened to the sound of her hand running slick with her saliva across the length of his tender skin. The soft squishing noisesalmost felt more arousing than actually squeezing his cock in her hand. The sounds seemed to do something for Cloud, too – his head leaned back, his eyes closed and his Adam's apple strained against his throat.

"We'll see," she said.

She pumped her fist over his cock until the head pushed up as far as it could go, until it colored as red as it could be. Her hand's makeshift sleeve squeezed hard from the base to the tip, until she allowed her hand to slide completely off, over and over and over. Tifa felt a brief flare of power as she watched Cloud's hips chase her hand each time, bursting with the moans he could not let free.

Now his cock leaked freely, and she could see tiny, milky strands of cum mixed in the clear pre-cum she smeared over his head, down his shaft and spread over his balls.

And her hand moved someplace they hadn't explored together before. Tifa dragged the tips of her fingers over his ass, lingering over the rosebud nestled between his cheeks. Cloud started and looked askance at her.

"Say something if you don't want it," she prompted. Her heart beat fiercely in fear for a moment - she didn't dare cross an unwelcome line.

Cloud smiled nervously at her, but kissed her deeply. "I want it," he said in a voice that dripped honey, arousal and musk.

Tifa did not hesitate. She squeezed several drops of liquid from the tip of his cock, making a pool in her palm. Rather ungracefully, she spread the pre-cum over his hole and dipped a finger just inside. It was warm, it was tight, it squeezed, it throbbed. Slowly, she pushed past his internal sphincter, searching for one spot in particular, while using her other fingers to coax his erect cock into become just a little harder.

She watched his face while she explored, love and arousal flooding through her as he twisted in her arms, panting and grasping onto anything. She wanted him to feel the same.

"Good?" She asked.

Cloud gave her a look: Do you need to ask?

She found the round gland deep inside him and wiggled it, and slipped a second finger into his anus. His whole body jerked and tensed. He impaled himself further down onto his fingers and rammed harder into her hot, squeezing hand. Tifa let him bring himself to the brink of orgasm, and then, she suddenly stopped all her ministrations: her fingering, her stroking, her kisses. Cloud gaped at her as though she had committed an ultimate sin.

"I'll let you come – if you say you watch me," she whispered in their native language.

He turned up his nose. "I can use my own hands, thank you."

He started to get to work, too, except Tifa held his hands behind his back. She wouldn't let him squirm free, either.

"'I watch you.' Say it. 'I watch you.'" She still didn't touch him to give release.

"No." He flipped his head in playful defiance.

"I can wait all night," she said. She quickly sat up, brought her mouth down to the head of his cock and licked it, then left it alone.

Cloud rolled his lips in between his teeth and bucked his desperately.

"Please," he begged, finally.

"Say it," she insisted. She curled her hand around his erection and slipped her fingers into his backside again. Tifa pumped, forcing him towards his edge on her timetable. She felt him suddenly clamp down on her fingers and pound four hard, uncontrolled thrusts into her hand.

"I watch you, I watch you," he said into his pillow, shuddering as he came. "I watch you, iwatchyouiwatchyouiwatch…"

She took her hands away when he stopped shuddering, and wiped them on his blanket. Tifa stroked his hair and watched his eyelids roll shut, his body collapsing into sleep. It was only after he was asleep that she released how soaked her panties were, how much her pussy ached, how her breasts swelled. She had concentrated so hard on his arousal that she had forgotten hers.

Tifa cast one more look at Cloud before she began rolling out back to her shared sleeping bag with Aerith.

And then she felt herself being picked up off the ground. She smiled when she saw it was Cloud. He cradled her and walked carefully toward the tent entrance.

"What makes you think we're done?" He asked. Tifa threw her arms around his neck and sighed.

A/N: Comments? Critiques? Thanks for reading!