This will be my first Cloud/Zack fic that isn't mindless smut. Not that there's anything WRONG with mindless smut. :)

Summary: Cloud finds himself floundering during his first week of classes at Shinra's military academy, and ends up in the wrong place at the wrong time, which leads to some big trouble. Zack sees potential in the young cadet, and decides to befriend him and mentor him while helping him through a crisis.

This chapter (and some subsequent chapters) will begin with a first person POV narrative by Cloud, told in flashback form; then it'll switch to third person for the main narrative. Hope it doesn't get too confusing.

Usual disclaimer: I don't own Final Fantasy, Square Enix does. I do not profit from this writing. Any lyrics quoted within are attributed to the artist.

Warnings for this chapter: attempted assault/bullying, some language, and a briefly mentioned OC.

I've been looking so long, at my pictures of you
That I almost believe that they're real
I've been living so long, with my pictures of you
That I almost believe that the pictures are all I can feel

There was nothing in the world that I ever
wanted more
Than to feel you deep in my heart
There was nothing in the world that I ever
wanted more
Than to never feel the breaking apart
Of my pictures of you

"Pictures of You" - The Cure

You always had the best smile. It was a rare kind of smile - one that was actually sincere. Infectious, really, because it came straight from your heart. Unlike some of the kids I grew up with in Nibelheim, who pretended to be my friends, most of whom turned on me as we grew older.

But not you, Zack. You never pretended with me, and you never turned on me…you were always so real, from the moment we met. So real that I can still hear your laughter now, just by looking at this photograph in my hand. It's a picture of us both, taken shortly after we met. Angeal took the picture. You had your arm thrown around my shoulders like we'd been best friends forever, even though we'd only met the previous week - my first week at the academy. And me…that was the first time I smiled, really smiled, since I'd arrived in Midgar.

And none of it was fake – you really did want to be my friend, from the very beginning. Gaia knows why, when I was such a pain in the ass to you, and all you ever did was to show me kindness and friendship. But it was real…you were real, through and through. With you, Zack, what people saw was exactly what they got. And I got the world handed to me when I met you.

All that's left of you is this small shoebox full of faded photographs...full of memories. Some of the photos here are dusty, and some of them fading or dog-eared. But there's not a single one of them that I don't cherish; I'll keep them forever. Hell, I may even have this little box buried with me when I die. It's all I have left of you. There are a few notes in here, too. I know neither one of us was big on love letters, but you spoke volumes with just a few words.

The first note I got from you, was one you left for me in my mailbox, after my disastrous first week at Shinra's military academy. I was so embarrassed over my poor performance that week; I was such a runt next to all of the other kids. When I got your note saying that you wanted to see me after my swordsmanship class, I thought I was in trouble or something. Little did I know what that note would lead to. If only I could go back in time; if only I could do that, maybe you'd still be here.

Maybe.

The first week of Cloud's military training had come to an end, and to say it had gone badly would have been a gross understatement. Cloud was floundering in all of his classes, save for one - swordsmanship. Cloud felt oddly at home with a sword in his hand, and had impressed his instructors with what seemed to be a natural skill, that came easily to the young cadet.

Hand-to-hand combat was a joke; materia handling and spell casting, Cloud injured himself more often than not, when he misdirected the spells onto himself, rather than the practice dummy. After that, Cloud was absolutely petrified to attend the bomb-making seminar being taught by Reno and Rude, that he decided at the last minute to skip out of it. And naturally, later that same day, he was called into General Sephiroth's office for his truancy. Cloud's heart dropped down to his stomach when he received the summons to report immediately to the general's office.

"Cadet...Strife, is it?" Sephiroth said coolly, looking over Cloud's folder of school records. Transcripts from his school in Nibelheim were in the folder, along with notes and observations from his current instructors at the academy. "Have a seat, please," Sephiroth said, gesturing to the seat in front of his desk, without looking up. Every last nerve of Cloud's was on edge, as he shakily took his seat without uttering a word. He sat there, shifting uneasily in his seat for another minute or so, while Sephiroth continued reading his file.

Finally, after what seemed like an eternity to Cloud, Sephiroth closed the file and slid it to the right side of his desk calendar. He leaned forward, placing his elbows on his desk, and folding his hands as he pressed his index fingers to the bridge of his nose before speaking. "Cadet Strife," he said, finally making eye contact with Cloud as he lowered his hands from his face. Cloud was taken aback by Sephiroth's unnaturally bright green eyes; they practically glowed. He'd just learned, as did the other cadets during student orientation, that "Mako eyes" - brightly hued shades ranging from green to violet, to blue - were a mark of SOLDIER, a result of Mako injections that were required of any candidate for SOLDIER. But Cloud hadn't expected eyes like this, so cold. So...alien. It unnerved him, and he had trouble maintaining eye contact with Sephiroth as a result; but he somehow knew if he looked away from Sephiroth or did anything to break eye contact, that the general would view it as a sign of weakness. And Cloud figured he was in enough trouble already for skipping a mandatory training seminar, during the first week of classes, no less.

"Cadet Cloud Strife," Sephiroth repeated, as he read the name off of the file folder. "First, I want to welcome you to the military academy. The first week is always the most difficult," he said, far more kind and understanding than Cloud had expected him to be. Cloud slowly let out the breath he'd been holding, not even realizing he had been holding his breath.

"However," Sephiroth went on, knitting his brows together. "Truancy is a serious offense, one which we do not take lightly here at the academy. Granted, this was a seminar you failed to attend and not an actual class - but, your attendance at the seminar was mandatory, Cloud. I cannot let this go unaddressed."

"Sir," Cloud began, plucking up as much courage as he could muster. "I have no good excuse for not attending, I will be perfectly honest. I don't know why I did it." I know damned well why I did it...one, I was afraid I might actually hurt myself - or someone else. Two, I'm sick of everyone picking on me because of my size, and I just wanted to hide from all of those assholes, Cloud thought. But I'm not about to admit all of that to the general.

"Well, I admire your forthrightness, Cloud," Sephiroth replied, a hint of a smile working the corners of his mouth. "However, you're still going to have to serve detention. You'll be reporting to the gym today at three o'clock, and you will be cleaning out the men's locker rooms, under the supervision of First Class SOLDIERS Zack Fair and Angeal Hewley. Report directly to them, and they'll show you where the cleaning supplies are, and get you started."

Before he could stop himself, Cloud made a face, wrinkling up his nose in displeasure. Sephiroth noticed this, and grinned. "I know it's not a pleasant task, Cloud, but that's what detention is all about. Hopefully this will make you think twice about skipping again."

"I'm sure it will, sir," Cloud replied. "I don't think it'll be the worst thing I've ever had to clean...back in Nibelheim, my job was mucking out horse stalls." He grimaced, recalling his last summer job as a stable hand. Sephiroth laughed out loud, displaying a set of brilliant white teeth. "I wouldn't be so sure about that, Cloud," he said, chuckling. "Young men can be very untidy. You're dismissed for now...good luck with your task, and hopefully I won't hear any reports of truancy again."

"No sir, you won't," Cloud assured him. He stood up and saluted Sephiroth before taking his leave of him. "Thank you, sir." Sephiroth waved absently at him as he turned his attention back to the stack of field reports on his desk. "Good luck, Strife," he repeated. "Please close the door on your way out." Cloud nodded and silently shut the door behind him as he exited, breathing a sigh of relief as he stood out in the hallway. "That could have gone a lot worse," he muttered. He looked at his watch; it was only two o'clock. "I should have plenty of time to grab some lunch...maybe I'll check my mail if I have time, too," he said to himself.

The cafeteria was nearly vacant at this hour, and that was just the way Cloud liked it. Dining services had ended already, and would not resume again until five o'clock for supper, so hot lunches weren't available. Cloud didn't care. He grabbed a cold turkey wrap from the to-go case, along with an iced tea, and a Banora apple. Cloud paid for his purchases, and carried his tray over to a vacant table.

All alone. Better that way, Cloud thought, as he chewed his sandwich. He'd tried to make friends at the academy, but at heart he was a bit of a loner. And, he was okay with that - most of the time. It was when some of the other cadets in his class - bullies, really - turned on him and taunted him, that Cloud dearly wished he had just one close friend. Just one. Someone to back him up, someone he could vent to when things got rough. He was all of seventeen, and had reached his full height of five feet, seven inches. Back in Nibelheim, Cloud was considered to be average height. But here in Midgar, at the academy, it was a different story. Most of the other boys his age were taller than him. Some towered over him by half a foot or more. It didn't help that he was skinny as well.

And his hair. That tower of blond spikes that he could never control, no matter how hard he tried - so he finally just gave up trying. That gave the others more ammo with which to tease Cloud. Bad enough being a runt; Cloud was a runt who stood out. He was dubbed "Short Haystack" on the first day of classes by Fredo, a hulking, well-muscled boy just about to turn seventeen, who looked more like he was in his twenties. Cloud's unfortunate nickname of "Short Haystack" was then abbreviated to "Short Stack," which Fredo apparently thought was quite clever.

Fredo was a bully, no doubt due to his size; he was the biggest boy his age on campus, and was bigger than many of the adults, instructors included. The boy was a good six foot four, and weighed over two-hundred and fifty pounds. His closely shorn head, nearly bald, really, added to his threatening appearance, along with beady, black, close-set eyes, that reminded Cloud somewhat of a beetle.

"Hey, Short Stack!" Fredo had crowed during breakfast that morning in the cafeteria. Cloud had been sitting on the far end of a dining table in the back of the cafeteria when Fredo and his minions approached. "You enjoying that short stack there, Short Stack?" he guffawed.

Then, without warning, Fredo shoved Cloud's face down into his plate, full of pancakes soaked with maple syrup. Cloud swatted Fredo's hands off of him and stood up so quickly, he knocked over his chair. He wanted to cry, he really did, but bit down on his lip so hard to fight back the tears, that his lip began to bleed. Apparently Fredo noticed this, and called attention to it.

"Look, guys," he said to the boys surrounding him, sneering at Cloud. "Short stack's trying not to cry. Ha ha ha!"

The urge to cry mercifully faded quickly as the anger rose up in Cloud, and he gathered his tray and his backpack, wanting to leave. "Go fuck yourself, Fredo," he snapped. "Overgrown asshole."

"What?" Fredo returned, surprised that Cloud finally worked up the nerve spoke back to him. Usually the kid just sat there and took the abuse without saying a word, which only encouraged Fredo to keep pushing. "Excuse me?" Fredo said, raising a stubbly eyebrow. "You want to say that louder?"

"No," Cloud had said stubbornly, sticking out his chin. "If you didn't catch it the first time, that's not my fucking problem. You're wasting my time, I'm going to class." Cloud couldn't believe how confident his voice seemed to sound; it belied what he felt on the inside, which was scared out of his wits. He's going to beat the shit out of me later, I bet, Cloud fretted, as he carried his tray over to the trash bin. Or, he'll sic his stupid friends on me. I'd better watch my ass.

It was a losing battle, no matter how Cloud looked at it, no matter how much he tried to stay positive. If only I could talk to someone about this, Cloud fretted. And I don't mean the school shrink, either. He sighed heavily, finished eating his apple, and carried his tray over to the waste bin, dumping the contents into it, and placed his tray in the stack on top of the bin.

He checked his watch again. "Two thirty," he said to himself. "I guess I'll check my mail, and head over to the gym." Cloud headed down the corridor toward the campus center, where the student union was located; the mailroom containing student's mailboxes was adjacent to the lounge.

Cloud's thoughts raced, and he felt his nerves starting to get the best of him, thinking about the two SOLDIERS who would be overseeing his detention. Commander Hewley had intimidated him during orientation just by his sheer size. Really, he'd given Cloud no reason to fear him; he'd seemed kind enough, but in Cloud's experience, big guys were usually bullies. Just like Fredo. Cloud prayed that wouldn't be the case with Angeal. As for Zack, Cloud didn't know much about him either, other than the fact that he'd just been promoted to SOLDIER, first class, and this would be his first semester instructing students at the military academy.

Zack's enthusiasm was obvious and infectious, however. He'd put the students at ease during orientation, and he'd also assisted Cloud's swordsmanship instructor during that morning's class, helping run the students through practice drills. Cloud hadn't gotten a chance to work directly with Zack, as the class was divided into two groups, and he ended up in his instructor's group, not Zack's. But Cloud observed Zack a few times during his drills, where he realized that Zack really knew his way around a sword. I hope I'm as good as Zack is, someday, Cloud had thought.

Sighing, Cloud dialed the combination for the lock on his mailbox, and reached inside, withdrawing a handful of mail. It was the usual junk he'd been getting since arriving on campus, and he quickly leafed through the small pile. Magazine offers, credit card offers, a hastily made flyer advertising "Midgar's Battle of the Bands." He glanced at it, amused, wondering if any of the bands would even be worth the cover charge of five gil. Cloud glanced into his mailbox one last time to make sure he hadn't missed anything. A scrap of paper caught his eye - he reached in and took it out, unfolding it. It was a lined piece of paper, hastily torn from a spiral notebook. Cloud unfolded it, and his eye immediately went to the signature line before he read the body of the note.

It's from Commander Fair, Cloud realized, inwardly groaning. Gods, what now? he wondered. What am I in trouble for now? He sighed and continued reading the note.

Hi Cloud,

I wanted to talk to you about your performance in your swordsmanship class this morning. Please stop by my office after class, or send me an email and we can set up a time to meet. You can find my email address in the campus directory. I'll talk to you soon.

Yours,

Zack Fair

"Great," Cloud muttered to himself as he folded the note up into a ball, and shoved it into his pants pocket. "Guess I fucked that up too. And I thought that was the one class I actually did well in this week. Damn it! I'll never get into SOLDIER. Now I am really dreading going to detention and seeing Zack and Commander Hewley. They must think I'm a joke." Cloud kicked the door angrily on his way out, and set off to the gym. "Not looking forward to this."

Zack and Angeal were sparring with each other in the gym, and barely noticed when Cloud arrived, had it not been for Angeal getting Zack in a headlock. As Angeal spun him around, Zack noticed Cloud standing there, shifting uncomfortably from one foot to the other. "Off, Angeal!" Zack pleaded, swatting at the larger man's massive, muscled arms. "Cadet Strife is here."

Angeal released Zack and stood up, facing Cloud, as he cleared his throat. "Cadet Strife," Angeal said in a gruff tone. There was a glint of humor in his eyes that belied his stern voice. "Zack and I will get you set up here. I understand you skipped a very important seminar, and that's why you're serving detention with us today?"

Cloud swallowed audibly as he looked up at Angeal, who towered over him. This guy's even bigger than Fredo, Cloud thought in despair. Angeal had to be at least six and a half feet tall, if not more, in Cloud's estimation. Cloud felt the blood drain from his face, and prayed that Angeal wouldn't beat the hell out of him. Would he, though? Cloud decided he wouldn't put it past him, just by looking at him.

"Don't scare the kid, Angeal," Zack said kindly, flashing a brilliant smile. Cloud couldn't help but smile back; there was something about Zack that just instantly put him at ease, even though he was still feeling a bit scared and intimidated by Commander Hewley. "You remember your first week, don't you Ang? First week's always the worst."

"My first week of academy was...quite a while ago," Angeal replied, smiling. "Don't worry, Cloud," Angeal told the cadet, clapping a massive hand on his small shoulder, causing him to flinch. "Detention's not going to be pleasant, but if nothing else, it'll keep you from trying to skip out again, I'm sure."

"He just hasn't learned how to skip without getting caught," Zack interjected, winking at Cloud. "Don't worry, Cloud, that comes with time. And practice, just like anything else." Angeal raised a wary eyebrow at Zack. "I hardly think you should be telling him that, Zack," Angeal admonished.

Zack snorted. "Angeal, you worry too much," he said dismissively, grinning. "Cloud, don't be so nervous, man! It's not like we bite, or anything." Cloud swallowed again, unable to speak, as Zack came over and stood in front of him. Say something, you idiot! Answer him! Cloud told himself. He couldn't get his mouth to work, for some reason; it was as if he'd been rendered mute the moment he entered the room.

"Yes," Cloud finally managed to utter, his voice coming out in an embarrassing squeak. He cleared his throat and tried again. "Sir? I, uh, got your note, about swordsmanship class. I hope I'm not in trouble."

Zack smiled even wider, if such a thing was possible. Cloud suddenly realized the color of Zack's eyes - a shade somewhere in between periwinkle and lavender. They're beautiful, Cloud thought, his breath hitching in his throat. I've never seen a color quite like that... He shook his head quickly, realizing that Zack was addressing him directly.

"You're not in trouble, Cloud," Zack assured him. "Quite the contrary. I know we didn't work directly with each other today, but I was watching you. I was so impressed with your sword skills that I wanted to talk to you about it - see if you'd be interested in some one-on-one training sessions with me."

Cloud's face immediately flushed a deep crimson. "S-sure," he stammered, disbelieving. This was too good to be true, Cloud thought, but he wasn't about to turn Zack's offer down. "Really?" he asked shyly. "You...thought I was good?"

Zack nodded. "You remind me of me a little bit," he told Cloud. "And not just because of the hair," Zack said, laughing and pointing at his own mane of black spikes. Cloud grinned, grateful that Zack was helping to put him at ease. "Yeah," Cloud murmured. "I get a lot of abuse for that. I can't do anything with it, though!"

"Neither can I," Zack admitted, grinning. "But hey, I think we both look good! This way to the cleaning supplies, Cloud," Zack said, leading Cloud toward the janitor's closet. "Angeal, I'll get Cloud set up...if you get bored, you can do some of my reports along with your own."

"Fabulous," Angeal muttered, smiling at Zack. "I'll be in the office. Have fun, Cloud," he told the cadet, as he waved and left, heading toward the small office at the back of the gym.

"Gym's pretty dead this time of day, in the midafternoon," Zack remarked over his shoulder to Cloud. "Which is probably why Sephiroth thought this would be a good task for detention purposes a few years back."

"I suppose it's effective, then," Cloud commented dryly.

Zack chuckled. "Oh, you'd be surprised, Cloud. Some people are too stupid to live, and keep doing the same thing over and over, landing them in detention repeatedly. Including yours truly."

"You?" Cloud said, surprised. He gazed up at Zack, and tried to imagine him getting caught cutting class. It was hard to imagine; Zack was in his twenties, and was pretty tall himself, though nowhere near as tall and brawny as Angeal. Cloud knew Zack had to be well over six feet tall.

And, he's gorgeous, Cloud thought dreamily, as he stared into Zack's eyes for a brief moment. He snapped back to reality as soon as the thought crossed his mind. No...I can't think like that...I can't have a crush on one of the instructors! Gods, could I be any more pathetic?

Zack was nodding, answering Cloud. "Yeah, me," he told Cloud. "I blew off class all the time. And it wasn't too long ago that I was in your position, cleaning out the locker room as punishment," Zack chuckled. "Here's everything you'll need, Cloud. Mops, buckets, cleaning supplies, paper towels...I need you to clean out the showers, and mop the floor in the locker room, okay?"

"Okay," Cloud grumbled. He smiled shyly at Zack. "I guess I deserve it, though."

Zack laughed. "Maybe. Although I probably would have done the same thing as you," he said, grinning. "Making bombs never interested me. I prefer fighting with a sword, always have." He clapped a hand on Cloud's shoulder in a friendly fashion. "Hey, listen. I'll be in the office back there with Angeal if you need anything. But please come see me when you're done, I'd really like to talk to you about the sword lessons, okay?"

Cloud nodded as he took up the mop in his hand. "I will. Thank you, sir."

Zack waved his hand dismissively. "It's Zack," he told Cloud softly. "Please...just call me Zack."

"Okay. Thanks, Zack," Cloud replied, smiling.

A real smile from Cloud, Zack thought as he left. What a beautiful thing to see. He let out a low whistle as he returned to the office. "Shit," he said to himself. "I'm crushing on a student, aren't I. That's not good."

Angeal looked up from his stack of reports and regarded Zack curiously. "What's not good?"

Zack's face reddened; he hadn't realized he'd been talking to himself. "Uh, nothing, Angeal," he replied. "Nothing at all. Cloud's good to go on the locker rooms, he's started already."

"Ah," Angeal replied, studying Zack intently. Something was up with him, and Angeal couldn't put his finger on it. He decided to let it go - for now. "Well, good. Back to work for us now, too," he said, shoving a pile of reports at Zack.

"Damn it," Zack muttered, scrunching his eyebrows as he scanned the pile of paperwork. "This is not my favorite part of the job."

Angeal laughed. "It's not mine, either."

Cleaning the locker room was definitely not fun, but Cloud decided it still was less of a punishment than cleaning out horse stalls. He began by mopping the floors, intending to clean the showers after the floor was done. After a few minutes of mopping, Cloud thought he heard a noise, coming from the shower at the far end of the locker room. Someone...was groaning in pain? Or, talking to themselves. He knew for sure he wasn't alone in the locker room, though, like he thought he was.

He decided not to investigate; surely whoever it was wanted their privacy, if they were taking a shower. Cloud decided to leave well enough alone and continued mopping the floor. Obviously, he would now have to wait until later until whoever was in there, was finished.

Cloud's thoughts turned back to Zack, as he mindlessly mopped the tiled floor of the locker room. Zack acted more like a friend to Cloud - an equal, rather than an instructor. It took Cloud by surprise, and made him feel a bit uneasy. Yet, he was flattered that someone like Zack was taking an interest in his sword skills. He decided he would apply himself wholeheartedly to whatever instruction Zack had to offer him - swordsmanship was one area, perhaps the only area, where Cloud felt confident in his abilities.

His mind continued drifting as he daydreamed and imagined Zack teaching him different techniques; Cloud pictured Zack standing behind him, showing him different stances, Zack's body pressed tightly against the back of his own...

Cloud's mind went just a bit further in this fantasy, and he felt his groin harden; the mop fell from his hands with a clatter as his mind wandered, hitting the row of lockers and making a deafening noise. Gods, I am such an idiot, Cloud chastised himself. I shouldn't be thinking about Zack like that! He bent over to take the mop up again, and barely heard the shower curtain open. As he stood back up, mop in hand, Cloud raised his head and came face to face with an angry looking Fredo, whose enormous, hulking form was clad only in a bath towel - the apparent sole occupant of the shower.

"You little shit," Fredo grunted, grabbing Cloud around the throat with one hand. He held him up against the locker, throttling him. "You were spying on me!" he said accusingly.

"I - didn't!" Cloud managed to get out, coughing and gasping. Fredo backed away, releasing his grip. "Don't lie, Short Stack," he said angrily. Cloud sank to the floor, clutching his throat, scrambling backwards as Fredo advanced menacingly.

"I - it's detention, Fredo! They made me mop up in here because I skipped that seminar! I wasn't spying, I swear!" Cloud flinched as he heard how pathetic and scared he sounded; he couldn't help but be scared though. Fredo was a bully for sure, but Cloud had never seen him this angry before.

"I don't care," Fredo growled. He reached down and grabbed Cloud forcefully by the hair. "Ow!" Cloud cried out, as he was dragged by his hair, back toward the row of lockers. "Shut up!" Fredo snapped. "Gonna teach you a lesson for eavesdropping on me, Short Stack."

"I wasn't - " Cloud began, but was cut off as Fredo pulled Cloud's head back and began slamming his skull into the locker. "Let go of me!" Cloud pleaded, trying to elbow Fredo in the gut and extricate himself, but the brute easily dodged Cloud's jabs. He yanked Cloud up by the hair, forcing him to stand, then grabbed him around the collar and slammed the back of his head into the locker. Fredo punched him in the stomach, knocking the air out of him, and then began throwing punches at Cloud's face. Cloud's head lolled around like a tether ball as the punches landed, and he began to see stars. "Please...please stop..." he whimpered.

"No," Fredo replied, grunting, as he continued to pummel Cloud. "I know you heard me in there, asshole. What, did you get off listening to me?"

"I don't know...what...you're talking about, Fredo," Cloud said pleadingly.

"Yeah you do," Fredo murmured, shoving a hand down the front of Cloud's pants. "You know, all right. You're fucking hard already, you sick piece of shit. Turned you on that much, listening to me in there, huh? Just so you know, I don't swing that way, ya faggot."

Cloud felt his blood boil at the last remark; he was scared, but he was also becoming very angry. He knew he didn't deserve this – nobody did. Like I didn't get enough of being called that name, growing up in Nibelheim, Cloud thought grimly. "If that's the case," Cloud hissed, trying to stare at Fredo through bloodied eyelids that were threatening to swell shut, "then get your fucking hand out of my pants."

"What in the hell is going on here?" came a booming voice from the doorway. Fredo froze, one hand still shoved down in Cloud's pants, and his other fist poised and ready to hit Cloud again. He turned his head and saw Angeal and Zack standing there, glaring at him. Zack's eyes blazed violet with anger as he walked toward Cloud. "Get off of him now," Zack told him. "Cloud, you okay?" Zack asked, concerned. He tilted Cloud's chin up as he examined the damage. The cadet's face was pretty well bloodied and pummeled; the injuries would take a good week or more to heal, Zack estimated.

Zack looked over at Fredo, who stood there gaping stupidly, still in his towel; his gaze flitting back and forth nervously from Angeal to Zack. "Get him out of here, Angeal, before I do something regrettable to him," Zack said in a low voice. Angeal nodded, and without a word, grabbed Fredo by his meaty arm.

"My clothes - " Fredo pleaded. "I need to get my clothes out of my gym locker!"

"That is not my concern," Angeal said coldly. "Perhaps you'll think better of it next time you decide to pick on someone half your size."

"He's a fucking little runt," Fredo scoffed. "He don't belong here."

"Get him out of here now, Angeal!" Zack shouted angrily, surprising both Angeal and himself. "Please. I need to get Cloud to the infirmary. Fredo, you have a lot to answer for. Maybe it's you who doesn't belong here," he snapped. Fredo visibly blanched, but remained silent for now, just nodding. "Come on," Angeal said firmly, gripping Fredo by the arm, and steering him out the door.

"He's gone now, Cloud," Zack said softly. He touched his fingers to Cloud's bloodied and torn cheek. "He's gone. I won't let him hurt you again."

"I don't want your protection," Cloud snapped. "I'm withdrawing from the academy and I'm going back to Nibelheim. Of course, they hate me there too," he concluded bitterly. "I've fucking had it with everyone, and everything."

Zack felt his hackles rise, as his anger toward Fredo began to boil over. If anyone, Fredo's the one who should leave the academy, not Cloud, he thought furiously.

"No, Cloud," Zack said firmly. "You're not withdrawing, not account of one bully. Come on. You're just upset. And that's understandable, given that you were just attacked. I'm taking you to the infirmary." Cloud nodded in defeat, and allowed Zack to help him out of the locker room. Zack draped Cloud's arm over his shoulders as he assisted him in the short walk to the infirmary, just down the hallway from the gym.

"He's right, you know," Cloud muttered. "I don't belong here. I don't belong anywhere."

"I don't want to hear that from you, Cloud," Zack said quietly. He barely knew the skinny blond cadet, but he felt inexplicably drawn toward him; some sort of protective instinct was kicking in, perhaps, but there was something else there, something else as yet indefinable to Zack. Cloud stumbled as he walked, and Zack stopped quickly, pulling Cloud back up. As Zack bent his head down, Cloud's blond spikes of hair brushed by his nose, and Zack inhaled his scent. It stirred something in Zack's brain…and his groin.

Stop it, Zack told himself, feeling chagrined by the lustful thoughts he was harboring toward Cloud. He's hurting enough already, don't do anything stupid. Just be his friend...he obviously needs a friend. "I don't want to hear about you quitting the academy, Cloud," Zack said again. "You're a natural with a sword for one thing, did you know that?" he said lightly, hoping to change the subject. "I was watching you today, you really held your own," Zack offered encouragingly.

"Doesn't matter," Cloud grumbled. "I'm small. I will always be small."

"That's the thing that doesn't matter, Cloud," Zack insisted. "Sure, maybe you're not as tall as some of the other kids. But that doesn't mean you won't fill out eventually. I can help you train, Cloud."

"Why, Zack?" Cloud asked. They'd come to a stop at the infirmary, and Zack opened the door for Cloud, holding it open. "Why do you want to help me?" he asked, staring up at Zack with wide blue eyes.

Because I like you, Cloud. Zack's face reddened as he formed his answer. "Because...because I see potential in you, Cloud." Not a complete lie. But I'm not about to tell him it's also because I think he's cute. "And, ah...I want to be your friend."

"No you don't," Cloud retorted stubbornly. Gods, he's a tough nut to crack, Zack thought, shaking his head as he stared at Cloud, sighing.

"Ma'am?" Zack called out to the nurse on the desk. She lifted her head up and gasped as she saw Zack ushering in a bloody, beat-up Cloud. "He's been hurt."

"Obviously!" the nurse replied, rushing over. "Gods, Zack. Who did this?"

"Another student," Zack replied. "He's being disciplined." The nurse guided Cloud over to a cot in the back. "Lie down here," she said soothingly. "I'm going to check your vital signs, okay?" Cloud nodded, and closed his eyes. As he opened them again, he looked up to see Zack sitting by his side, looking worried.

"You can go now, Zack," Cloud said rudely. Zack had been nothing but kind to him, but Cloud felt this need to push him away, he was so embarrassed by his inability to defend himself against his attacker. True, Fredo outweighed him by at least a hundred pounds, and was taller than him by nearly a foot.

It seemed to Cloud that Zack wanted to protect him - which, deep down, Cloud had to admit was a bit flattering. But the last thing Cloud had wanted was to be someone who needed protection; someone who couldn't defend themself. "I don't need you here." Cloud winced at how utterly impolite he sounded; he didn't mean to be so harsh with Zack. He doesn't deserve this sort of treatment from me, Cloud thought. But I can't have him doing this. I can't have him defending me like I'm some helpless little princess.

"You were under my watch when this happened," Zack said stubbornly. "So whether you like it or not, I'm staying. You're my responsibility." He was starting to get angry with Cloud for rebuffing him. Damn, this kid has a huge chip on his shoulder. Bigger than the one I used to have.

"Oh," Cloud murmured. "Obligation, then. I get it." He scrunched his eyes, as if trying to recall something. "Wait. You said you wanted to be my friend. Why?" he asked suspiciously.

"I just do, Cloud," Zack replied. Just say it. "Look. I like you. You've got spunk, and I like that. I'd like to get to know you better." He smiled indulgently at Cloud. "And...I like your hair," he said jokingly.

Cloud snorted at this. "Ow," he said, wincing. "Hurts when I laugh."

"They'll fix you up here, Cloud," Zack remarked, as the nurse returned with a thermometer, blood pressure cuff, and stethoscope. "From what I hear, you can get pretty good medical care here," he commented, flashing a smile at the nurse.

The nurse giggled self-consciously. "Well, thank you, Zack," she replied, blushing. "What's your name, son?" she asked Cloud softly.

"Cloud, ma'am," he replied. "Cloud Strife."

"That's a lovely name," she said. "Now, I need to place this under your tongue..." Cloud dutifully opened his mouth so the nurse could place the thermometer. She then checked the rest of his vital signs, flashing a light in his eyes, and took his pulse. The thermometer beeped, and the nurse removed it. "Normal. 98.6."

"Hey, you're normal, Cloud," Zack joked. "See? I told you."

"And I told you it hurts when I laugh," Cloud murmured, a hint of a smile on his face. "So stop making stupid jokes." The nurse took Cloud's blood pressure, and frowned as she studied the reading. "It's a bit high," she murmured. "I'm going to take it again." Zack smiled down at Cloud, tenderly. It jarred Cloud, and he felt that smile of Zack's down to his very soul. It was radiant. Zack was radiant. And Cloud was certain none of this was doing very good things for his blood pressure, having Zack staring at him like that.

Oh gods, Cloud thought, realization hitting him like a brickbat over the head. Does...Zack like me? No, it's not possible...I'm just a kid, and I mean...look at him! Why would someone like him, be interested in someone like me?

"It's high again," the nurse muttered, shaking her head. "I just don't get it."

"It's his fault," Cloud blurted, his heart thudding in his chest. It was Zack's fault - indirectly, anyway, Cloud was sure of it.

"Is Zack making you nervous?" the nurse asked Cloud, concerned. "I can ask him to leave the room - " Zack nodded, already getting up from his seat.

"No, don't," Cloud interrupted. "Don't make him leave. I - didn't mean it like that. Can you just take it again later, ma'am? I...might be upset still. From getting beat up and all that."

"I'll give it a few minutes, then," the nurse replied. "You might need a butterfly bandage on some of those cuts. I'll go to get them now." Cloud nodded as the nurse left the room.

"I'm sorry, Zack," Cloud whispered. "I didn't mean to be such an asshole to you, I really didn't. I'm just - "

"I get it Cloud, totally," Zack interrupted in a low voice. He smiled at Cloud, and touched his face. "Fredo hurt more than your face...he hurt your pride. And that's huge, I know."

"Yeah. You nailed it, Zack," Cloud said. "That's exactly it. I just…feel embarrassed. That I couldn't defend myself."

"Don't be embarrassed, Cloud," Zack reassured him. "Like I told you, I can train you. Not only about sword tactics, but defensive fighting tactics as well. I want to help you succeed, Cloud…you have great potential, even if you don't realize it yourself just yet."

Cloud nodded, smiling at Zack. He felt a sudden rush of gratitude toward the man for befriending him as he'd done. How much more would this suck - more than it already does, Cloud pondered, if Zack wasn't here with me? Impulsively, Cloud reached over for Zack's hand to give it a friendly squeeze. "Thank you," he whispered gratefully. The touch was positively electric, and caught both of them by surprise. Zack's eyes widened as their hands touched. Cloud felt it, as if it was a current passing through both of them. He wondered if Zack felt it too.

"Cloud," Zack whispered. He felt his pulse increasing; there was no denying it now, that there was some sort of attraction between the both of them, as they stared at each other without saying another word.

The nurse came back into the room with some bandages, along with a clipboard that had some forms attached to it. She handed the clipboard over to Zack. "Maybe you can get this started, while I tend to the patient's wounds. It's just one of those accident report forms - "

"Oh, I'm all too familiar with those," Zack replied, smirking as he took the forms from the nurse. "Sure, I can help you with these. Cloud, I'll just have to take a statement from you, that sort of thing."

Cloud sighed tiredly. "Okay," he said reluctantly. "If we have to."

"Yeah, we have to," Zack said. "Unfortunately."

"I'd like to take his pressure again, if you don't mind waiting a minute before starting that," the nurse interrupted.

"Sure thing," Zack replied easily. He sat back and began scanning the questions on the sheet - his eye froze when he got to question number two.

Was the complainant sexually assaulted? Had he been? Zack thought back to when he and Angeal entered the room, what had Fredo been doing? He had Cloud pressed up against the locker... Suddenly, Zack heard Cloud's voice echoing in his head. "Get your hand out of my fucking pants." Zack clenched his jaw angrily. Something had happened, but what? How far had Fredo gone?

"Pressure's fine now," the nurse announced, smiling. "Guess you did need to relax a bit." Cloud nodded, and winced as the nurse got out some cotton pads and antiseptic solution. "I'm sorry, but it will sting a bit," she said apologetically, warning him.

"I know it will," Cloud said resignedly. "It's okay."

"Cloud," Zack began hesitantly. "I need your take on what happened in there, how it started and everything."

"Well," Cloud stammered, his face reddening. "Fredo...accused me of spying on him. Said I was...eavesdropping on him in the shower."

"Okay," Zack said, jotting it all down. "You told him you were serving detention, right?"

Cloud nodded his head. "Right," he said. "I tried explaining that to him, but he, ah...didn't want to hear it. I think he was, ah...well, you know...touching himself in the shower. But I honestly didn't know he was doing that in there!" Cloud exclaimed. "I mean…I heard someone in there, but I had no idea who it was, or what they were doing. And I didn't care…I just wanted to finish the job I had to do, you know?"

"I believe you, Cloud," Zack replied. "It's okay. So...um, what happened next?"

"Well, he began slamming my head into the locker," Cloud said. "Ow!" he exclaimed, as his wounds were doused with antiseptic.

"Sorry about that, I really am," the nurse apologized, murmuring.

"It's okay," Cloud replied. He turned his head back toward Zack, and continued his narrative. "Then he...slammed the back of my head into the locker. And then...then he..." Cloud looked over at the wall, shamefaced. A tear slipped out unnoticed to Cloud, but Zack saw it.

"He put his hand down the front of my pants and touched my penis," Cloud blurted. It all came out in one hurried breath.

"I was afraid of that," Zack muttered, writing everything down. "Cloud, I'm sorry, but this question is mandatory. Did he sexually assault you?"

"No," Cloud replied slowly. "He didn't...rape me, if that's what you mean. He just grabbed my dick. Sorry for the language, ma'am," Cloud murmured, blushing.

"Don't worry, son," the nurse replied, smiling sadly at him. "Don't worry. It's important that you give an accurate statement."

"Cloud," Zack said seriously, staring at Cloud. " 'Just grabbing your dick' - that's sexual assault right there. Maybe there wasn't any, ah...penetration, or anything like that, but...that's grounds for expulsion. He molested you, Cloud, and that's a serious offense." Fredo's going down for this, Zack silently vowed, his lips pressed into a thin line. I'll pack his bags myself, and escort him out of here, permanently.

Cloud's face visibly paled at this, and he pitched back into the tiny cot. "Oh gods," he moaned. "I fucked it all up, didn't I. I fucked it all up," he babbled.

"Cloud!" Zack said evenly, trying his damnedest not to get angry at Cloud's irrational need to blame himself. "This was not your fault, damn it!"

"But...if only I hadn't skipped that seminar," Cloud moaned. "If only I hadn't skipped that seminar, I wouldn't have gotten detention, and I wouldn't have been in that locker room at the same time Fredo was, and none of this would have ever happened."

Zack shook his head in disbelief. Cloud was the one who was assaulted, yet he blamed himself for being in the wrong place at the wrong time. It was a typical reaction from assault victims, but it cut Zack to the core to hear Cloud blame himself for this.

"None of that matters, Cloud," Zack said softly. "You did nothing wrong. Nothing, do you hear me? Yeah, you got detention, but what if you were in the locker room for some other reason? What if you, gee, I don't know – wanted to work out? The point is, Cloud," Zack said patiently, "you could have been in that locker room for any number of reasons, and none of them matter. Fredo had no right to do what he did."

Cloud said nothing, but lay silently on the cot while the nurse dressed his facial wounds, digesting Zack's words. "Doctor's ordered a CAT scan, Cloud," the nurse said quietly. "Just to rule out concussion."

"Wonderful," Cloud muttered irritably. "I hate those things. They make me claustrophobic."

"I'll take him to radiology, ma'am," Zack offered. Cloud stared at Zack in disbelief. "I can go myself, Zack," Cloud mumbled. "You've done enough for me already, today. I'm sure you must have a thousand other things you could be doing – "

"Like what, my laundry?" Zack said jokingly. "Boring. Cloud, it's no problem at all. Radiology's just down the hall. Everything's in the same wing down here. Trust me, you're not the first cadet here to need a CAT scan."

"Were you the first one, then?" Cloud asked pointedly, flashing a small grin. Zack laughed heartily at the jab. "You're a smartass, aren't you?" he teased. "I like that."

"You're all set, Cloud," the nurse said softly, as she butterflied the last wound closed. "Here's a prescription for some painkillers, if you need them. You might not need them, but it's up to you whether or not to get the prescription filled."

"Thank you, ma'am," Cloud replied. He slowly got up off the cot, working his limbs one by one, as if testing them before he stood fully on two feet. "I'm okay to walk, Zack," Cloud said, waving off Zack, who was offering Cloud his hand.

"I'll walk beside you, Cloud," Zack told him, being careful not to hover. He realized suddenly, that he'd have to keep a sort of balance with Cloud; he didn't want to be overprotective of the cadet, as that would only serve to drive him away. I'll just hang back a bit, and if he needs me, I'll be right there.

"Okay," Cloud replied, shrugging his shoulders. "Thanks, Zack." They walked a few doors down to radiology, and Zack ushered Cloud into the office. Cloud handed the receptionist the lab requisition, and was told to sign into the log book, and have a seat until his name was called. He joined Zack, who was already seated, watching a television program in the waiting area.

"This show is so cheesy," Zack hooted, pointing at the TV set. "Have you seen this one, Cloud? Reality show. "These people swap homes; some family from Nibelheim switched places with a family from Midgar. "Gods, they're in for a rude awakening."

"I'm from Nibelheim!" Cloud exclaimed excitedly, glancing up at the television. "Damn. Commercial. I hope they show them again soon…I bet I know who it is."

"Nibelheim, huh?" Zack remarked. "I'm from Gongaga. Not too far from your hometown, really."

"That's funny," Cloud commented, smiling at Zack. "I guess we're practically neighbors, then."

"Seems that way," Zack replied, grinning. This was nice, just bantering with Cloud over everything and nothing.

Cloud looked quickly at his watch, noted the time, and fidgeted uneasily in his chair. He grabbed a magazine from the table next to him and thumbed through it quickly, not really reading it.

Noticing how jumpy Cloud was, Zack put his arm around Cloud in a quick, brotherly hug. "Nervous?" Zack asked him.

"A bit," Cloud admitted, nodding. "I just don't like anything…enclosed like that. Freaks me out."

"Me neither," Zack agreed. "I don't like being closed in either. Must be because we're both country boys at heart, right?"

Cloud laughed. "Yeah…I suppose we are." He continued to sit in the chair, still fidgeting, although Cloud was making a conscious effort to tone it down. His foot seemed to be tapping a mile a minute of its own accord.

"Strife?" the receptionist called into the lobby. "That's me," Cloud murmured. "You really don't have to wait, Zack," he told him.

"I want to," Zack replied. "Besides…I want to ask the doc how soon I can start training you, you know." He grinned widely at Cloud, who couldn't help but smile back at him.

"Thank you, Zack," Cloud said quietly before leaving the lobby. "Thanks…for everything. You're the first friend I made here, you know."

"Well, I'm glad we are friends, Cloud," Zack said, smiling. "So I'll be waiting for you out here, okay?"

"Okay," Cloud replied shyly. The receptionist opened the inner office door, and waved Cloud inside. He waved briefly at Zack before disappearing through the door. "I'll see you in a little while."

A/N: That chapter went WAY longer than I thought it would. :)

I have my own little shoebox full of photographs and notes from one of my best friends, who died far too young. Next month will mark fifteen years since he took his own life, and this fic is written in his memory.