A/N: This is my anniversary gift-fic for Proteus DMC. Happily married for seven years and going strong.

Second Chances Only Come Once

He couldn't believe it. Here he was in Cloud's body about to have sex with a woman who was the epitome of a walking wet dream. A part of him felt a little guilty because this was supposed to be Cloud's day to shine. The only way he would have been a part of it would be when he gave Cloud the pre-sex pep talk. He'd be lying if he said that he never thought of taking her for himself. She was simply that exquisite.

Tifa looked even more ravishing in the sheer white lingerie that Aerith had lent her. The blushing virgin stood at the foot of the bed smoothing out the lacey garment. "Do you like it?"

He nodded his head, unable to verbally communicate the full extent to how much he liked it. Though he was certain she could see from the bulge in his pants.

"I'm a little nervous."

"It's okay. I'll go slow."

Tifa nodded. "What should I call you? I mean, you're Cloud, but you're not. And it would be really strange to call you Zack."

If Zack were perfectly honest, he wouldn't care if she called him Bob as long as she let him fuck her. But it was a strange dilemma, one that he was certain he never would have thought about ever happening to him. He didn't ask to die and come back to life in his best-friend's body. And it wasn't like Cloud was dead. At least he didn't think he was. There were times when Zack could feel Cloud's consciousness bubbling to the surface: like right now.

Staring at Tifa's nipples through the sheer lace, Cloud stirred to life in the jumble of confusion that was his brain. "Cloud. Call me Cloud."

"Okay, Cloud," Tifa smiled: genuinely smiled.

Zack remembered that the only reason why they were doing this was for Cloud and Tifa. Aerith was the one who actually suggested it. She didn't seem to mind the fact that the only part of her boyfriend left was trapped in the mind of a complete stranger. After much confusion and many awkward weeks, they had all gotten accustomed to the idea of Cloud and Zack as one and the same; it was Cloud's body and Zack's mind.

And Zack, being a good friend, was going to help Cloud and Tifa lose their virginities to each other. The thought spurred Cloud's body forward. With Tifa looking dead sexy and the combination of Zack's impulsive nature, Cloud's body swept her up into a searing kiss.

Hands were everywhere: through her hair, on her hips, and on her breasts. Tifa kneaded her fingers through his shirt, pulling it up higher and higher until the only recourse was to take it off. Zack's mind was dancing and doing cartwheels as Cloud's body automatically lifted Tifa up and gently pushed her onto the bed.

Zack had to hand it to Cloud: the boy had great instincts. His hands knew how much pressure to use on Tifa's breasts. His tongue lavished her nipples with the right amount of attention. Zack only had to nudge him in the right direction a few times, like when they came across the strange zigzag of strings holding Tifa's lingerie. It took some manipulating, but eventually Tifa was finally free of any clothing. She was the most beautiful thing ever to grace the world. The only image that could rival it would be if Aerith were equally naked lying close by.

Cloud was trying to take over and dive in eagerly. It took all of Zack's willpower to stop him. This was going to be their first time and he was going to make sure it was special for both of them. Cloud was going to have to learn the many special ways of pleasing a woman before pleasing himself. Thankfully, Cloud was an eager pupil and was already working Tifa with his fingers. Her grateful moans of pleasure were a good sign and a huge turn-on.

She had closed her eyes to drown in the pleasure. Zack forced a smirk and led Cloud down the path toward her hot wetness. Tifa's breaths came in shorts gasps, relishing in the feelings of hungry touches and kisses on her skin.

"Open you eyes." It was a command, not a request.

Tifa obeyed and earthy brown met ocean blue. She kept her gaze locked with her as his tongue descended into her depths. The delicious feelings were nothing she had ever experienced before. Not even on those cold lonely nights when she pleasured herself. He was taking her to heaven and she didn't want to come back down.

In the deep recess of Cloud's brain, a part of him remained cognizant. He was patiently making notes of exactly what movements made Tifa shudder the most; which ones made her scream; and which ones made her fly. Zack was leading him in the most informative and hands-on instruction of the best ways to pleasure a woman. The feelings were exquisite. He would die a thousand deaths and let his body be taken over by Zack any day of the week simply to experience these sensations with Tifa. And the best part was that it was only going to get better.

Once Tifa had been brought to two screaming orgasms; once with his tongue and the other with his fingers, it was time to get down to business. He kissed her tenderly while she regained her senses. He let his pulsating cock nestle comfortably between her slick thighs. He smiled when Tifa subconsciously widened them for him when he got closer.


She looked up and fiery ruby clashed with liquid sapphire. "Cloud?"

He nodded ever so slightly, a mannerism that was wholly his and his alone. Not even Zack's mind could keep him from that reflex. This was his moment, his time to shine. He had always wanted her and she knew it. And for a moment when he finally entered her, there was no one else in the world but them.

Their solitary connection extended to eternity once they began to move in tandem. Forces beyond their comprehension closed in on their bodies. Feelings surfaced that were here, there, and everywhere. Sensations and thoughts that weren't entirely theirs flashed through their minds: free and unchecked. But the pleasure, the pure indescribable pleasure: delicious rapture.

Cloud and Tifa had found themselves inside each other. There was no power on the planet that could deny that they were meant to be together. It was in this moment that Zack finally understood why he was occupying Cloud's mind. He was there for one purpose and one purpose only: to bring Cloud back. He certainly didn't mind the perk of feeling the tightening of Tifa's slick walls as she screamed in ecstasy.

Cloud's involuntary movements were a little jerky, but with Zack's guidance, Tifa was able to feel the most pleasure possible. They took it slow; so torturously slow. But it was right: perfect even. The lack of experience and intensity of the moment quickly lead to their unraveling. They both cried out each other's names at the height of their passion and for a moment, Zack felt almost ashamed to be witness to their intimate moment.

Tifa smiled sweetly. "I love you, Cloud. Always have, always will."

"I love you too, Tifa. Since I first laid eyes on you." The voice and words were entirely Cloud's.

Zack knew he couldn't have made something up like that even if his life depended on it. He was thankful that at least they had their moment. And he would let them have as many moments as they needed because they deserved it. Though secretly, he thought it was incredibly hot. A small part of Zack wondered if it was possible to persuade them to let him have some moments with Aerith. It was worth a shot, but not tonight. Tonight was Cloud and Tifa's night. He'd get a second chance later.

A/N: I'm leaving this as a one-shot. I don't have any intentions of continuing the storyline. If anyone is interested in giving this plot idea some legs, feel free to use it. I was given the challenge to write a Zack/Tifa/Cloud for my husband so this is what I came up with. It's pushing the 'M' rating a bit, but my husband loves the story. He also wrote a gift-fic for me. I'm going to see if I can convince him to post it because it's delicious. :)