As promised, the continuation and completion of this one-shot. Sephiroth had his win, and now Zack gets a chance with Cloud. Enjoy!

"I do believe you've lost, Zack Fair. Just admit it," Sephiroth crowed at the raven-haired SOLDIER. He was so giddy at having finally won their friendly competition that he even felt like being childish and sticking his tongue out - but he restrained himself and went for a smug smirk instead.

Zack sighed and leaned against the wall in Sephiroth's office. "Fine. You won. Are you happy now?" he said, waving his hand at the General as if to blow him off. "You got Strife. Who's next for the competition?"

Sephiroth crossed his arms and leaned back in his chair behind his desk. He looked thoughtful for a moment, then frowned. "No one. I'm done with this little game of ours," he finally said.

Zack gasped. "What!" he exclaimed, then gave him a funny look. "You get laid once and you're done? Are you crazy? Look at all the fresh meat out there!" Zack waved toward the closed door, motioning toward the cadet boarding rooms. "All of this fresh meat, and you stop at one. You've got to be kidding me."

"Zack, you're a whore."

"Am not!"

"Then prove it. Tell me right now that you're not planning on leaving this office and going straight into Cloud's room to try to woo him. Tell me," Sephiroth challenged, still wearing a smirk on his face. Zack, left speechless and slightly red in the face, quickly turned his back to the General and left the office. "That's what I thought," Sephiroth said to himself, then began to busy himself with paperwork that desperately needed to be finished.

Zack made his way toward the cadet boarding rooms and searched until he found the door labeled C. Strife. He grinned and knocked softly. He drummed his fingers impatiently while waiting for the blond cadet to show his face - and gave him a warm smile when he finally did.

"Hey there, Cloud. I uh… Look, we got off to a bad start earlier, and I just came by to apologize. Do you mind if I come in for a second?" Zack said brightly. He gave Cloud a tilt of his head, his mako-blue eyes looking as innocently as he could make them appear. "Just for a second. It won't take long."

Cloud nervously looked past Zack and glanced up and down the hallway. He didn't want anyone to think that he was trying to sleep his way to the top of the ladder. When he didn't see anyone coming, he moved aside quickly to let Zack in, then closed the door and locked it. He leaned against the door and sighed. He ran his fingers through his spiky blond hair nervously and smiled shyly.

"H-have a seat," Cloud said, motioning toward the desk chair.

"I'd rather sit here," Zack said, locking eyes with Cloud and sitting on the bed instead. "It's much more comfortable, don't you think?"

"…Sure."

"Come sit beside me. Let's talk," Zack said. He patted the spot on the bed beside him and smiled. Cloud swallowed hard and moved slowly to the bed. Sitting down, he clasped his hands together and let them be squeezed between his knees. He stared at the floor and tried to count the number of stains on the carpet, curious and also rather disgusted at the same time, trying to occupy himself by wondering what the stains were from.

"I said some things yesterday that I shouldn't have said. You know, during lunch?" Zack began. "I just like you, is all. What I said, though, was completely inappropriate. I should have never said those things."

Cloud began to harden as he remembered the things that Zack had whispered to him over the lunch table the day before - before Sephiroth had come and "rescued" him from the suave Zack Fair. Playing the stupid card, Cloud feigned innocence.

"I don't even really remember what you said to me. I was so tired yesterday during lunch," Cloud replied. He shifted on the bed, his pants causing quite a squeeze.

"Well…" Zack leaned closer and put his lips next to Cloud's ear. "I said that I'll bet that no one has ever fucked your tight little ass before."

Cloud nodded, blushing furiously. "Uh-huh…"

"…And I also said that I wouldn't mind seeing you bent forward over my bed with your ass in the air. Do you remember the other thing I said?" Zack prodded, sneaking a hand around Cloud's waist. The blond shook his head. "Ah, well. The other thing I said was that I hoped you would let me lick you," Zack added.

"Lick me where?" Cloud said breathlessly as Zack began to suckle on his neck. He felt Zack smile into his flesh.

"Your cock. Where else?"

Cloud made a strange noise then, a sound he had never heard come from his mouth. Zack was on top of him now, his hands sliding underneath Cloud's shirt and his thumbs rubbing gentle circles on his nipples. Their mouths met, their tongues colliding wildly with one another. Zack broke the kiss first, quickly reaching his hand down Cloud's pants and grasping the hard flesh that had been ready for him since the day before - only Sephiroth had stolen him away.

"We have to be quick," Zack said, breathing fiercely through his mouth, as if he could not get enough air. He shifted down and pulled Cloud's pants to his ankles. A nicely-sized cock sprang up near Zack's face as the material slid away, and the First Class SOLDIER made his move. He licked the head of Cloud's cock, then grinned to himself. Oh, Sephiroth. I claimed him, too. Now we're even!

Cloud hissed at Zack through his teeth, the warmth of the man's tongue sending chills down his spine. He picked his head up slightly and watched with an open mouth as Zack proceeded to fully go down on him. His cock engulfed in wet heat made him want to cry out, but he tried to stay as silent as he possibly could, hoping like hell that no one would knock on his door.

Zack's head bobbed, his tongue and lips working all around the thick flesh and his nose inhaling the musky scent of Cloud's sex. He softly moaned as he felt Cloud's small hand wandering to his crotch and giving him a squeeze through his uniform pants. "C-Cloud," he said softly around the cadet's cock, closing his eyes. He stilled for a moment, forgetting where he was and what he was doing.

"I want to taste you, too," Cloud was murmuring, although barely audible to Zack. When Zack finally gained some of his senses back, he lifted himself up and raised up on his knees to peel his shirt off. Cloud was ready, hastily moving forward on his own knees and licking a trail from Zack's navel to one of his taut nipples. He circled it with his tongue then nibbled gently. Pushing Zack onto his back, Cloud worked his way down, licking and nibbling every inch of muscle that he could reach from the angles they were in. Ultimately, Cloud finally ended up with his ass in the air next to Zack's head, his mouth hovering over Zack's thick cock. Cloud licked... then smirked.

He had claimed both Sephiroth and Zack.

"Hey," Zack said, grabbing hold of one of Cloud's legs. "Scoot over a little."

Cloud shifted on his knees a bit. "Why?" he asked.

"...So I can suck you while you suck me."

"Oh, shit..." Cloud moaned, doing as he was told. His knees almost buckled when Zack took him into his mouth, one hand still holding onto Cloud's leg and the other hand fondling his balls. "Fucking sweet Shiva!" he cried out as Zack hummed around his member. Cloud remembered that he needed to stay quiet, so he took a deep breath to steady himself, then lowered his mouth over Zack's cock.

Both of them sucking, their noises and scents filled the room, making it hot and rather humid. Uncontrollably, Cloud began to rhythmically fuck Zack's mouth. He was losing himself in the movements and sounds, the pure feelings of sex and hot, hot ministrations fueling his impending release. Before he could stop himself, Cloud felt his balls tighten, then his knees weakened as he moaned harshly around Zack's cock. He felt Zack sucking him even more furiously now, as if he were begging for Cloud to cum inside of his mouth - and he did. He let himself go, and Zack was there to milk every last drop from his twitching, pulsing member.

As quickly as Cloud came, Zack now had reached his end, and he snapped his hips up. His cock erupted inside of Cloud's awaiting mouth. He panted around Cloud's now-softening flesh, cursing Gaia and all of her gods and goddesses. Cloud hungrily lapped at the cum that jetted into his mouth, the salty-sweet taste like a foreign candy to him. When they were both satiated, they moved and collapsed beside one another onto their backs, laughing.

"Woo!" Zack exclaimed. "Damn, Cloud!"

"Yeah," Cloud replied, laughing. "So... what now?"

"What do you mean?" Zack asked.

"Well..." Cloud began. Should I tell him? "Um... I've claimed both of you now. Do we have to... share or something?"

"Wait a second! How the hell did you know about that?" Zack said, horrified.

Cloud laughed. "It's obvious. Plus, every cadet knows on the first day to run if they see the two of you huddled together and discussing certain cadets. It's the 'lick it to claim it' game that you two have always played. Rumor has it that Sephiroth had never won against you," he said, smirking. "However..."

"...Yesterday he did."

"That's right. And you know what else? I actually claimed him first. Now I've claimed you... and the two of you have both claimed me. Does this make us even, or do we have to share? I don't know how it works," Cloud explained.

Zack thought about it for a moment, then in a smooth voice, he replied, simply: "...We could always have a threesome."

ETA 12/10: Possible bonus chapter to be written next year sometime, but please don't hold your breath until then! It might be a while, as I'm trying to work on wrapping up other fics. Thanks!