Summary: The Nibelheim mission isn't going well until Cmdr Fair decides to take Cpl Cloud Strife to dig the General out of the underground lab. He knows Sephiroth too well to dismiss the young blond's effect on the General. He just wasn't expecting this effect.
Disclaimer: If I owned it I wouldn't have debt
Pairings: Cloud/Sephiroth; Cloud/Sephiroth/Zack
Warnings: Anal, AU/AR, Language, Oral, Violence, Yaoi
[note: Any chapter with explicit content has a warning stating so. If you don't like explicitness, just PM me and I'll send an edited version.]

AN: If Zack was such a good friend to Sephiroth, why did he give up after just one attempt to get him out of the basement lab? I never could figure that out. Here's how I would have written it.

ETA [11 Jul 2015]: Now in Polish! (or at least, parts of it: Nami's working on it) archiveofourown works / 4305879 / chapters / 9759510

Chapter 1. Wondering Where the Lions Are

"Shit! It's locked."

There were two young men standing at the double-doors of the ShinRa Mansion. The morning was bright and crisp in the mountains, not that either one of them cared.

"I told you we shouldn't be here," the other said, "You said he told you he wanted to be left alone. Let's just go back."

"C'mon, Spikey, how're you ever going to get into SOLDIER with that attitude?" The tall, dark haired one stood up and began patting down the numerous pockets in his uniform.

"You mean, the 'I've-been-given-an-order-so-I-should-probably-obey-it' attitude?" the second guy rebutted, "besides I didn't get into SOLDIER." His voice was softer, he was much shorter, his hair was much, much blonder – but just as disordered. It was obvious they were friends but, where the dark haired one was filled with cheerful confidence, the young one was much more solemn.

"Uh, yeah," Zack said sheepishly.

They weren't quite a team yet, people didn't talk about them like they had Zack and Angeal, but they were heading that way. Pretty soon, the brass would start sending them on the same missions just as a matter of course; balancing Zack's impulsiveness with Cloud's seriousness. Zack couldn't wait. Not only was Cloud a competent and attentive soldier, he was a hell of a lot of fun to tease. Except, he hadn't meant to tease him about his failed SOLDIER exam.

"You can try again in six months. And you'll be six months older, six months stronger, six months taller...which will still make you short."

"And that's the problem, Zack. I'm too small." Cloud knew, even as he said it, that it sounded whiney and childish, but he was more intimidated by his surroundings than he wanted to admit. Complaining about his size was better than running screaming from the mansion back to the village in absolute bat-shit terror.

Everyone in Nibelheim knew ShinRa Mansion was haunted. It had housed the notorious 'secret lab' in it's basement, or at least somewhere below it. Strange and very dangerous things roamed it's abandoned corridors. Cloud really didn't want to be here, but Zack had asked, and begged, and somehow made it seem logical. Zack wasn't intimidated by the scary mansion. This was the second time the big, cheerful, swordsman was going in so it did make some sense that he wouldn't seem worried about entering a haunted house. Cloud decided to take that as a good sign, except that Zack never worried until something went very seriously wrong, so now Cloud was back to worrying again.

He hated this town.

"Ah ha!" Zack shouted as he pulled a slim case from one of his leg pockets, "I knew I'd brought them. One thing hanging out with the Turks has taught me,"

"How to fill the executive washroom with foam chips and blame it on Wutai terrorists?"

Zack laughed, "Oh man, that was a good one. Not that I, personally had anything to do with it, or have any reason to suspect anyone other than Wutai terrorists carried out the attack." He groaned in happy remembrance. "The look on Palmer's face... Actually, what I learned was to never go anywhere without a set of lock-picks." He bent down to the door lock. He sorted through the tools, picking out a couple slim, pokey things. He delicately inserted them into the lock, closing his eyes and sticking out his tongue as he felt his way around the lock. "It's lucky that they never installed the electric code locks,"

"Why would they?" Cloud asked, "Nobody in town's crazy enough to come near the place."

"Pfft," Zack scoffed, "No horde of dorky faces scares a SOLDIER. You'll find out, when you become one."

"Zack," Cloud protested. He didn't want to hear another pep talk from the First Class.

"No, seriously, I've thought of a plan."

"If it involves breaking into the central computer again, I don't want to hear it."

"Nah, nothing that easy," Zack explained his plan and worked on the lock, taking only 100 times longer than even the most junior Turk. He'd get Kunsel to work with Cloud to build on his body strength, Zack would teach him materia, and Sephiroth – if they could ever dig him out of this weird ass basement, would help him with his sword work.

Cloud snorted, "Why would General Sephiroth help a grunt like me with sword work?"

"Because," Zack replied, feeling frustrated when his tool's tiny hook slipped again, "we're fucking rescuing him from this twice cursed, Gods forgotten HOLE!"

"We're not rescuing him, Zack. We're disturbing him. There's a difference."

"Whatever. He'll forgive us."

"You, he'll forgive. Me, he'll skewer with his huge fucking sword."

"I'm sure he'd love to, you cutie, you," Zack wiggled his brows suggestively, "but with your luck he'll just cut you in half with Masamune instead.

Cloud swatted him on the head, "Perv," he said without heat. It had taken a long time but Cloud had learned to be comfortable when friends, male and female, made jokes about him getting together with someone. For some reason, they all seem to like to picture him with Sephiroth. Especially the girls. Coming from tiny Nibelheim, he'd never known that male-on-male sex existed. Although it was probably what the town elders meant when they talked about 'big city degeneracy'. Since going to Midgar, he'd learned about a lot of things he'd never known existed. Same-sex pairing was probably the nicest and least least it hadn't been disturbing until he'd started having those dreams–

"Boo yah! I got it!" Zack yelled in triumph. "Take that Reno! You said I'd never be able to do it." He pushed open the door to the mansion. It swung open silently, disappointing Cloud who'd expected the hair-raising squeals of un-oiled hinges. "So, the place is supposed to be haunted?" Zack asked as they stepped into the main foyer, a vast open space reaching up over two stories.

"Yeah," Cloud searched the rafters, and the dark corners, "not with ghosts but just things, weird things. The elders talk about a Turk who disappeared about 30 years ago. Mr. Gruber at the Inn remembers seeing him before he vanished. His eyes were blood red and glowing."

"Red eyes?" Zack scoffed, "Were his teeth all pointy too?"

"I'm just saying," Cloud shifted, embarrassed, but being embarrassed didn't stop him from raising his gun to the ready position as something moved in the shadows. He was, after all, a very competent trooper. Despite his size and his age, he was already a senior Corporal, next in line for promotion to Sergeant. "If something down here did take out a Turk..." he didn't finish the sentence.

"I get it," Zack suddenly said, "This is the town's 'Scary Place', isn't it? The one kids tell spooky stories about and dare each other to spend the night at, am I right?" Cloud grunted an affirmative. "Did you ever spend the night, Spikey?"

"Not inside. Nobody stayed inside that I ever heard. I spent the night outside a couple times. It was a good place to hide from the town bullies."

"Fuck, Cloud, you'd rather face down ghosts than people?" Zack couldn't believe it. One thing Zack was learning on this trip, aside from the fact that Shin-Ra was into some seriously sick shit, was that his quiet, young friend had as many secrets as his commander. His commander, General Sephiroth, who'd wigged out at the reactor and locked himself into a hidden laboratory to mutter about betrayal. Fuck. He pushed that worry away once again.

He'd thought he'd learn a lot more about the small, stubborn blond by seeing him in his hometown, watching him interact with childhood friends, maybe even meeting his mother. He'd thought he'd finally see Cloud relax a little. He was always trying so hard to learn more and be better that he took every casual conversation as an assignment. Instead, Cloud had hidden his face behind his helmet, he'd stopped speaking at all, and he'd acted like, if anyone from village found out he was there, they'd tie him to a stake and have a bonfire. Even that pretty girl, with the tits, who'd asked about him, hadn't been enough to peel the guy out from behind the helmet. What the hell had happened in this town, anyway?

They fought off a swarm of dorky faces, and Zack was right, he had no trouble with them. It hardly even broke his thought pattern.

He'd get to Cloud's mystery eventually. Right now, he had to get to dig his General out of that library and figure out what set him off so it didn't happen again. Cloud would have to wait because he, unlike Sephiroth, didn't appear to be in any danger of imploding. In fact, he was calm and in control of his responses despite his nerves and his recent injury. Let's not forget that that fruitcake Genesis had beat the crap out of the NCO on his way into the reactor.

"Huh," Cloud grunted as they went up the stairs. "I thought it would be dirtier."

"What?" It was an odd comment.

"There's no dust on anything; not the rails, not the floor, not the light. Nothing. This place was supposed to have been abandoned fifteen, twenty years ago?" he explained, "so why does the place look like somebody just cleaned it?"

"I didn't notice." The SOLDIER looked at his surroundings and saw what had intrigued his companion. The stained glass windows were all sparkly; the plants in the corner were green and healthy. It wasn't right.

"Of course not. Your mom cleaned up after your spoiled ass," said the only child of a single parent who had been forced to spend sunny mornings dusting shelves and cleaning windows.

"Shrimp." "Brat." "Inbred mountain hick." "Lazy jungle bum."

The stupid insults got them through the next battle and into the room with the secret passage. The same unnatural tidiness extended to this room. No dust, no dirt, no musty smell: it was... disturbing. He searched for the mechanism to open the passage. Cloud stood facing the doorway, alert for any monsters coming through.

"Maybe I should let you go first," Zack threatened lightly.

"Nuh-uh. Regulations clearly state: 'when deployed concurrently with a SOLDIER operative, regular army provides back up and support only.'"

"Pussy."

"Whiner."

It helped to keep Zack's fears at bay. The fear that he was too late and the commander he knew and admired wouldn't exist any more. He'd known that Sephiroth was emotionally vulnerable, maybe not much, but it was still his weakest spot, but he'd never anticipated this kind of meltdown. Those things at the reactor had been pretty, fucking, disturbing though. Then there was the fear that he'd made a huge fucking mistake dragging his young, normal friend down to face the greatest warrior in the world who could be homicidally insane.

Cloud also was relying on their silly competition. He hated this fucking town. He hated what it made him feel. Being back in Nibelheim, it was like he'd lost last three years and he was back to being 'wimpy, cry-baby, Cloud' target of bullies, instead of Corporal Strife who wore two campaign ribbons and a battle honour on his uniform. Teasing Zack, fighting with Zack, insulting Zack pushed back the old persona that had almost swallowed him up when he'd jumped out of the truck and seen Tifa Lockhart.

Tifa Lockhart – oh my fucking gods!

She was still as pretty, still as spoiled, and still as unobtainable as ever. Not that he'd ever stood a chance and, after three years spent someplace else, he wasn't sure he wanted a chance with her anymore – and that felt as strange as anything else that had happened since they'd arrived.

They descended the spiral staircase, Zack leading the way and Cloud watching their rear. "So," Zack joked, "In little, backwoods Nibelheim there's a 'secret entrance' to a 'secret passage' that leads to a 'secret cave' that holds a 'secret lab' – and everyone in the village knows about it?"

"That's about it. There are no secrets in a small town, didn't you know?"

"Yeah, I suppose. Gongaga's the same."

The tunnels at the bottom of the stairs brought the creepiness factor up to new heights. Zack joked, "Bet you it was an evil secret lab."

Cloud, looking along the dark, damp corridor, that echoed with the voices of screechy things, flexed his fingers on his gun to keep them loose. "No bet," he murmured, "I should've brought my helmet. I can't see a meter down here."

"Stay there for a sec," Zack said and disappeared into the gloom. A few seconds later, Cloud heard the swoosh of the Buster, and a hacked off moan, followed by Zack's triumphant yell.

'Definitely monsters down here,' he mused, 'maybe even altered monsters... created in the lab, the evil lab' He was tempted to hold his breath, in order to detect the slightest movement toward him, except that his training wouldn't allow him to do something so stupid. Instead he kept his breathing steady, and his eyes moving and unfocused.

"Close your eyes, Spike!" he heard echoed down the tunnel. Obediently, he closed his eyes. A second later, dim lights flickered giving off just enough light for Cloud to see his way. "Wait for me there," Zack ordered, and Cloud did that as well. Trusting the SOLDIER First Class to know if the danger was more than an ordinary soldier could handle. Zack came strolling back to the stairs, walking as casually as if he was on Loveless Avenue back in Midgar. "Figured not everybody who worked here would be enhanced so there had to be a light switch somewhere. Just had to find it."

"Good thinking," Cloud responded, "Who suggested it?"

Zack swatted at his head, "C'mon, Corporal Strife, you slacker, HUP-to!"

They moved out in the rhythm they'd developed upstairs in the mansion. Cloud was a good shot, but most of these monsters were barely phased by his standard-issue ammunition. Plus, the creatures down here were tougher and more likely to use status effects. Zack was constantly having to use Esuna on his companion who couldn't survive them the same way he could. It was easy for the SOLDIER, but it meant it took him longer to kill each one.

"First thing we do, once we get out of here," Zack said after a particularly nasty fight with a Yin-Yang, "is teach you how to use support materia."

"Only authorized personnel are allowed to use materia," Cloud pointed out as he handed over another Ether.

Zack chugged the noxious brew, grimacing at the taste. "Fuck that! When we get back to Midgar I'm going to strongly suggest it to Sephiroth. If regular army's going to act as support they should bloody well be able to support." They rested in silence for a moment, letting Zack rebuild his reserves.

"So where do you think he is? Sorry," Cloud said. "Stupid question. It's just... this place is huge!"

"We're nearly there, Spike," Zack reassured the young corporal, "I just got turned around, sorry." They were close, he knew it. For some reason that no one could explain, except maybe Hojo and no one was asking him, all the First Classes could sense when Sephiroth was close by. If close enough, they could even tell the general direction – har, har. Zack was relying on that as he suffered from his usual navigational dysfunction.

Cloud sighed, "It's okay, Zack. I'm just spooked."

"Yeah, I hear you, buddy. Those coffins didn't help. I still think we should've opened them."

"One mission at a time, Commander."

Zack chuckled, "Yes, sir, Corporal Strife. I just wonder why they needed so many."

"No idea," Cloud held up another Ether in silent question. Zack shook his head. "I can't remember any stories of secret graveyards, or people going missing."

"Maybe it was just to scare unexpected visitors," the SOLDIER suggested.

Cloud snorted, "It's working."

Zack grinned at the blond's dry complaint, "Pussy,"

"Lummox."

"Lummox? Lummox! Where'd a hillbilly like you learn a word like that?" Zack stood up, handing the empty potion bottle back to Cloud.

"My mother likes books, always has. Can we just get on with this?" Zack bounced a bit, and declared himself ready. They moved around the cave, dispatching monsters, and working steadily and surely toward the source of the pull Zack could feel – toward Sephiroth.

They finally came to a reinforced door that Zack recognized from his earlier, fruitless, visit. "Boo-yah! We made it, Spike." He pulled the handle but it didn't move. "Shitpissfuck! He locked this one too." Zack shouldered his weapon, "Spike, keep an eye out." The SOLDIER pulled out his lock picks and set to work. Cloud checked his weapon, and assumed a ready stance, protecting his friend's back. This lock was harder than the one in the mansion but Zack was determined. He had let Sephiroth kick him out once. This time he was staying, so he cursed and muttered and bled when his tools slipped, but he did open the friggin' door!

They entered the first room, a circular office area. Equipment lined the rooms, their screens blank and their indicator lights dark. There were books scattered over desks, chairs, even the floor.

"Huh," Zack murmured."No dust here either."

"Not liking this, Commander," Cloud muttered.

"Preaching to the choir, Corporal."

They could hear muttering in the distance. Cloud tensed, remembering all his childhood horror stories about this place. Then Zack called out, "Sephiroth? General?" and moved deeper into the room. The muttering stopped abruptly, but there was no other sound. No indication that he'd been heard. "He's probably down this way," Zack said.

"Okay," Cloud responded. "You go first. I'll follow 2 meters behind you."

"Cute."

Cloud just grinned. "Just creating the best survival plan as trained, Sir." Zack could only shake his head in amused disgust. Yes, Sephiroth's temper was legendary. Yes, secretaries had been known to run screaming from his office, but he'd never actually stabbed one with Masamune so he should be safe.

At least, he hoped he'd be safe.

"Seph?" He walked down the book-lined hall. It was in a worse state now than the last time he'd seen it only two days ago. Books were lying bent and open on the floor, obviously dropped and left. The Silver General was sitting at the table in the middle of the room. His famous long hair draped around him, almost hiding his narrow, sculpted face. Then he looked up.

"Commander Fair," the smooth voice was cold and Zack caught his breath as he saw the glowing green ice in those cat-slit eyes. "I believe I gave you an order."

As scared as he was by his General's appearance, and he was scared, and worried, he wasn't going to let it show. That would just be stupid, and Zack Fair wasn't stupid – usually, so he bounced on his toes and grinned, "Yeah, but you're always encouraging your SOLDIERs to reinterpret their orders based on changing circumstances in the field. And, well, here I am!"

Zack approached the desk and casually looked at one of the books lying open. "Legends of the Ancients," he read, his voice admirably level. "This is pretty old, huh." It was a good act, but both he and Sephiroth were aware of the SOLDIER's heightened adrenaline. If the genetically-modified swordsman decided to attack, Zack knew he was meat. There was no way, as close as he was, that he'd be able to dodge fast enough.