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Description
Cloud had always been quiet and shy. He didn't want attention from anyone and no one bothered him in the back of the class. Except the girls. The girls always bothered him, giggling and talking to him about things he didn't understand. He felt so uncomfortable in his classroom at Shinra Private Academy.

"I wish I was in the same class as Tifa," Cloud thought and sighed with gusto. Tifa was Cloud's childhood friend and the only female he could feel relaxed around. They once had romantic feelings for each other, but the chemistry sizzled out before either of them was bold enough to make a move. Now Tifa, grown up with long, black hair, alabaster skin, and full of curves, she was chased by many other boys at the academy.

"What's wrong, Cloud? You look upset," a voice chirped. Cloud looked up and smiled slightly at Yuffie Kisaragi. Yuffie was a anextremely boyish and rambunctious freshman. Her black hair was very short and she possessed a round childlike face. Everyone knew her because she excelled greatly at sports, especially running marathons. She was just about the only girl in the room that didn't try to hit on Cloud though and so it was easier to talk to her.

"It's nothing," Cloud replied quietly. He noticed a girl two seats in front of him look at him, giggle, and begin talking to her girlfriends again. Cloud blushed, looked down, and scratched his chin.

"Well, cheer up, senpai," Yuffie ruffled his blonde, gravity-defying hair and skipped back to her seat.

"Senpai?" Cloud thought inwardly, "what the heck is a senpai?"

The teacher walked into class and called them to attention.
"Before we begin class today, I would like everyone to pay attention. We have a new student!" the teacher nodded her head towards the door. A tall, young man with raven hair stepped into the class room.

"Hey, I'm Zack fair. I'll be in your class starting today. Please take care of me!" Zack flashed a toothy grin and saluted with two fingers. The females of the class swooned.
"Looks like he'll be the new heartthrob of our class," Cloud chuckled to himself, "Maybe he will take the girls' attention off of me."

"Zack," the teacher inquired, "where would you like to sit?"
Zack smiled brightly at the teacher and shrugged.

"Teacher!" Aerith, the class representative, beamed and patted the seat behind her, "Zack can sit here!"

"Aerith, that's Cid's seat…I know he's absent a lot, but Zack can't just take it," the teacher clicked her tongue. Aerith drooped slightly and didn't say a word.

Zack pointed at a seat in the very back, directly next to Cloud, "What about there?"
"Yes, that's a great seat, Zack. You can ask Cloud for help if you need anything, he won't bite."

Cloud watched Zack from under his long, blonde bangs as new kid cheerfully walked to the desk next to him and set his bag down.

Zack sat in his seat, crossing his long legs in a very masculine fashion. Cloud's blue eyes watched Zack from the corner of his eye, studying him. His skin was tanned, and his frame was very muscular, his black hair was thrown back into a similar fashion that a popular senior, Axel, wore. He was indeed very handsome…

Cloud blushed and flicked himself in the face, thinking, "No, stop. Don't look at other guys."

One reason Cloud didn't enjoy girls flirting with him was because they made him uncomfortable. The other reason was because he was gay. And he was so afraid of anyone finding out. Not even his closest friend, Tifa, knew he played for the other team.

"So, Cloud, right?" Zack leaned over and whispered. Cloud jumped and looked at the smiling face timidly.

"Y-yes."

"The teacher said you don't bite. I hope that's true," Zack grinned playfully and chuckled. Zack held out his hand to shake. Cloud took it and managed a small smile.

"Nice to meet you."

******************************************************

"There's the lunch bell," Cloud thought to himself, standing up with a stretch. He glanced at the new student, who was sitting up and rubbing sleepy eyes. Zack looked up at Cloud with a sheepish smile, "Falling asleep on my first day. Not a great impression, right?"

Cloud suppressed a chuckle, "It's history. It's boring."
Cloud picked up his bag and was about to head for his usual quiet lunch spot, but a strong, large hand grabbed his wrist. Cloud looked down and pretended to scratch his forehead, but hiding a blush, "yes, Zack?"

"Cloud, do you mind if I eat lunch with you?" Zack's blue eyes pleaded at him like a sad puppy.

"Sure, I guess, since you don't know anyone. But I don't eat in the café," Cloud put his hands behind his back as Zack released his wrist, rubbing where he was grabbed slightly.
"Great! That's fine. I brought my own lunch anyway!" Zack's face split into a grin and he grabbed his own bag and jumped up.

Now they were standing directly in front of each other and Cloud looked up at Zack's face, noticing how tall Zack was for the first time. Zack patted Cloud's head jokingly, "You're pretty good-looking. I bet you've got girls fawning over you, huh? Oh, but I bet you have a girlfriend, don't you?" he grinned as they walked out of the classroom.

"No, I don't. I'm not comfortable around girls," Cloud flushed and stepped out behind Zack and noticed a group of girls staring at Zack while holding their lunches; crestfallen as they watched Cloud and Zack walk away.

"Really? Not comfortable? Why not?" Zack asked, curiously.

Cloud shrugged, "Just not. Are you sure you don't want to eat with those girls that are staring at you?"

Zack glanced at the pack of fawning females, and grinned, "Nah. I prefer you."

Cloud turned the color or a cherry and looked down, "Cool," was all he could manage.

"Cloud!"

Cloud looked up and saw Tifa jogging towards him. Zack blinked in surprise, looking from Cloud to Tifa.

"Yeah, what is it, Tifa?"

"Aerith wants to eat lunch with me in the café today. Is that ok?"

"It's fine, Tifa," Cloud swished his hand at her, gesturing her to go.

"Oh, who's this?" Tifa looked at Zack and smiled dazzlingly, moving some strands of her long, black hair off her shoulder.

"T-this is Zack Fair. He's new in my class," Cloud felt a small twinge of annoyance in the pit of his stomach and didn't understand why.

Zack delicately took Tifa's hand and kissed it, "It's lovely to meet such a beautiful young lady."

Cloud felt an urge to grab Zack and drag him away, but resisted.

Tifa giggled shyly and took her hand away, "Well, I've got to go, guys. I'll seeya later!" she waved and left them.

"Well, let's go," Cloud said as he walked a bit faster towards the roof.

"I thought you didn't have a girlfriend!" Zack crooned at him, teasingly.

"She's not my girlfriend!" Cloud wailed, a blush creeping up his neck. "We're just old friends, that's all."

"Hmm…well, I'm sure a lot of guys check her out. She's got a gorgeous face," Zack beamed as they hopped up a staircase.

Cloud paused, "Face? Is that all he looked at? Usually, I always hear the other guys comment on her boobs or butt."

Cloud glanced at Zack, now more curious about what kind of person Zack was. Cloud blushed and looked at his feet when he found Zack looking at him too.

"So," Zack coughed, "you always eat on the roof?"

"People don't bother me here," Cloud replied and opened the door to the roof. A small gust of wind met them, ruffling their hair. Cloud stepped out into the bright sunlight and warm air and took in a deep breath.

"You like the peace and quiet?" Zack asked.

"Yes, I do," Cloud answered, he turned to look at Zack, "do you?"
Zack was staring at him, looking a bit taken back.

"Zack?" Cloud called out, confused.

"What? Oh yeah, yes. Me too!" Zack answered the question, flustered. "you've got some killer blue eyes there, yo." Zack mumbled, walked onto the roof, and patted Cloud's hair. Cloud blushed. Even though he always heard if from girls, Zack saying it made him feel different.

"I came from a backwater town, so I do like the peace and quiet," Zack stretched and stepped towards the railings, "I can see why you like it up here. The view of the city is amazing!"

Cloud looked up at Zack, but Zack was staring back at him instead of the city and smiling. Cloud quickly sat down and began to unpack his lunch.

"Backwater town?" Cloud tried to restart the conversation.

"Yeah, I'm from Gongaga!" Zack did a victory pose then also sat down across from Cloud and took out his lunch.

"Me too," Cloud said. Zack looked up at him, questioningly, and Cloud continued, "I'm also from a backwater town. Nibelheim."

"Woah! Well, we're two backwater experts, aren't we? Oh yeah!" Zack laughed heartily and slapped Cloud's shoulder. Cloud cringed on the impact, but chuckled lightly.

"So why did you move to Midgar, Cloud?"

"Nibelheim was burned down," Cloud said absently.

Zack put down his spork and looked solemn, "Cloud…I'm so sorry.

"It's fine," Cloud chewed on some food before continuing, "There was an underground Shinra lab there and some people say it was the cause of the fire. A lot of people died. Me, Tifa, and a few kids and adults barely got out alive. Soldiers came to Nibelheim, what was left of it, and brought us here. The children that were well enough to learn and work were brought here and given rooms."

"And the rest? What about the rest?!" Zack questioned, alarmed.

Cloud chewed and took a gulp of his water bottle, "I don't know. No one does. Probably in the slums. Or dead."

Zack slammed his fist on the ground, "But it was Shinra's fault that Nibelheim burned down, isn't it?! They should take full responsibility!"

"It was never proven," Cloud said softly.

"I'm sure it was just kept quiet," Zack growled and slurped up his juice box.
"What about you? Why did you transfer here, Zack?"

Zack grinned and said proudly, "I want to be in the soldier program. Shinra company needs to change," he lowered his voice with a devious smile, "if I can get on the inside and work my way up, I can make some big changes for the better. I'll be a hero, man!"
Cloud couldn't help, but laugh.

"Hey, why is that funny!?"

"Sorry, no…that's good. It's good to dream big, right?" Cloud chuckled some more and ran his hand through his hair.

"Well, I have to graduate from this dumb academy before I can even get close to the soldier program," Zack huffed. Then he looked at Cloud and beamed, "And I've already made my first friend!"

Cloud looked at his food and blushed, "yeah"

"Zack is really nice," Cloud smiled inwardly.

******************************************************************************

~Three months later~

"Cloud! CLOOOOUUUUUUDDDD!!!!" Zack swooped in on Cloud and lazily slung his arm around the blonde.

"Zack, you're too noisy in the morning," Cloud said sleepily.

"And you're too quiet all the time!" Zack teased and then waved at a girl that bid him good morning.

"Did you finish the homework for science, Cloudy-Cloud?"

"Yes. Don't ask me for it, I'm not letting you copy. And don't call me that!"

"But…but Clooouuuuuddddd!" Zack hopped in front of him with his signature blue-eyed, puppy look.

Cloud shoved him out of the way jokingly, blushing, "Why didn't you do it?"

"A first-class soldier called me last night! I think his name was Angeal? Anyway, he says I can get in with my excelling grades in athletics! I was so excited, I couldn't concentrate on homework!" Zack blubbered excitedly.

"Really?" Cloud thought happily for him. He sighed a moment later, "Fine, fine. Just don't let the teacher catch you."

"Thank you, Cloudy-poo!!!!" Zack grinned widely and hugged Cloud tightly. Cloud turned crimson and pushed Zack away roughly, "Don't do that. Someone might think we're gay!"

Cloud looked up and saw a shocked expression on Zack's face. Cloud immediately knew he had hurt his friends feelings and felt regret. However, Zack momentarily regained his usual cheerful composure and gestured him to walk, "Come on, we don't want to be late for class."

Throughout the morning periods, Cloud noticed Zack acting strangely. "Not just strange," Cloud thought, "he seems a little distant since this morning…" he continued to brood, his mood growing darker, until lunchtime.

The bell rang, telling the students to go to lunch. Cloud got up and looked at Zack with a firm smile, "Roof, let's go," Cloud wanted to get to the bottom of Zack's wary behavior. It hurt too much.

"Ah, yeah," Zack said, a bit distractedly. He grinned at Cloud quickly, and then bent down to get his bag.

As they walked into the hallway, Zack spotted Tifa and waved at her with more energy than usual. Cloud raised an eyebrow and watched Zack carefully.

"Hey there, pretty lady. Are you gonna eat with us on the roof today?" Zack purred at Tifa, flirtatiously, and cupped a hand around her shoulders. Cloud flinched with pangs of envy. Zack has never actually asked anyone else to eat with him and Cloud, so why now? Tifa only ate with them occasionally. It was usually their hour alone and Cloud wanted to keep it that way.

"Oh, not today, Zack. Today's my lunch with Aerith!" Tifa chuckled and wiped his hand off her shoulder. Zack put his arm around her waist persistently, "Well, I wouldn't mind eating lunch with two gorgeous ladies. And maybe I could eat you up for dessert," he implied with wiggling eyebrows.

Tifa smiled a bit, but was clearly uncomfortable, "No, Zack…um, I really have to go meet Aerith now." Tifa quickly escaped from his grasp and strode to the café.

"Darn," Zack sighed and grinned sheepishly at Cloud, shrugging his shoulders.

Cloud snapped without warning, "What the hell was that all about?!"

"What do you mean?" Zack seemed taken by surprise at Cloud's suppressed anger.

Cloud huffed and stomped towards the rooftop. After furiously kicking open the door to the roof, he sat with his back to the rails on the edge and opened his lunch. He glared at it, his appetite lost.

Zack stepped onto the roof moments later, his face a mixture of confusion and annoyance, "Cloud, what's wrong?"

Cloud continued to glower at his lunch, not saying a word.

Zack sauntered to him and kneeled. He lowered his head and peered at Cloud's face, "tell me," he said in a low voice.

Cloud's head snapped up, his eyebrows knit together in anger and jealousy, "So you have the hots for Tifa now?!"

"What?" Zack exclaimed, stunned, "No way. Not my type!"

"You had your hands all over her and were totally flirting with her."

"I was just messing around, Cloud!"

"It didn't look that way to me…" Cloud grumbled and ripped open his lunch box.

Zack hesitated, "What's it got to do with you? You still like Tifa?"

"NO!" Cloud cried and slammed his hands on the ground in frustration, "I…I just…!" he faltered.

"No, no, no, no…this is getting to close! Too close to telling him that I like him…," Cloud clenched his jaw as he silenced himself, "Zack can never find out. I can't tell him ever. He'll hate me for sure."

Cloud felt tremors of fear run through his body and blood creeping up his neck.

"Cloud, tell me what's wrong. I'm your friend," Zack pleaded and dithered, before adding, "You're my best friend."

Cloud's heart numbed and he bit his bottom lip. His hands balled up into fists as he attempted to change the topic, "You've been acting weird since this morning, Zack…"

Zack blinked at him a few times, "What do you mean?"

"Just…distant," Cloud looked up at him with sad, blue eyes.

Zack squirmed and scratched the back of his head, "You hurt my feelings a bit…this morning…"

Cloud wrung his hands together, "When…when you hugged me and I pushed you off?"

"Yeah."

"S-sorry," Cloud stammered and looked down, his cheeks once again going scarlet. He quickly spat out an excuse, "I just don't want people to get the wrong idea about us, y'know? It could ruin your chances of getting a girlfriend!" Cloud chuckled nervously and peered up to gauge Zack's reaction. Zack had a very troubled look on his face. Cloud twiddled his thumbs, waiting for Zack to say something. A long pause ensued.

"Maybe I don't want a girlfriend, Cloud," Zack said, decisively. A deep sulk was displayed on his ruggedly handsome face.

Cloud, panicked, came up with another reason, "Sorry, Zack, I just don't like hugs that much!"

"You let Tifa hug you," Zack said in almost a growl.

"That's different," Cloud whimpered, his face steaming hot.

"How?" Zack questioned, persistently. His brought his face dangerously close to Cloud's. Cloud flinched away immediately; his face beet red.

"C-come on, Zack, enough. Let's just ea--," Cloud was cut off as Zack grasped his collar and brought them nose to nose. Zack looked more serious than Cloud had ever seen him. He could feel his blood pumping madly in his ears and swore even Zack could hear it.

"Cloud, do you like me?"

Cloud felt his heart jump out of his chest and he chuckled hysterically, "N-no! of course not, Z-Zack! We're both g-g-guys! H-how can I l-like you like that?!"

"I like you, Cloud."

Cloud's heart nearly stopped.

"What?" Cloud breathed.

"No, not what I wanted to say…," Zack blushed slightly, looking around. Then he directed his attention on Cloud again, "I love you."

The silence that followed was so thick that it nearly suffocated them.

Zack broke though the silence first, "Cloud please say something." His voice cracked. He was afraid.

Cloud felt tears of relief and happiness well up. He tried to hold it in. but as he spoke, they leaked out of his eyes, "I do like you, Zack," he choked, "I like you a lot. I was so scared. I was so scared you would hate me after finding out that I like boys."

Zack chuckled, his own relief washing over him. He reached out and caressed Cloud's wet cheek, "Well, that would make me a hypocrite, wouldn't it?"

Cloud wiped his tears away then said chastising, "I still won't forgive you for flirting with Tifa like that."

Zack gave Cloud his infamous puppy-dog eyes, "What can I do for you to forgive me?"
Cloud shrugged.

"Well how about this?" Zack grabbed Cloud's chin and pulled Cloud's face to his. Their lips crashed onto each other. Cloud felt all the blood rush to his face and his heart beat rapidly. But he didn't pull apart. That was the last thing he wanted to do. Zack's lips were so soft and warm. Cloud let his eyes close to further enjoy his first kiss. Zack grabbed Cloud's shoulder and pulled their bodies together. His tongue probed Cloud's lips. Cloud hesitantly opened his mouth, inviting Zack inside. Zack's tongue felt so wet and supple inside Cloud's mouth. Cloud moaned as Zack's tongue tasted and sampled different parts of Cloud's mouth. Zack's hands ran up and down Cloud's back, making him shiver.

"Ahnn…Zack…," Cloud moaned. He tried to pull away to take a breath, but Zack locked his arms around Cloud and kissed him harder. Zack's hand wandered down Cloud's lower back and unto his buttocks.

Cloud promptly tore out of the passionate kiss and pinched Zack's arm, "ZACK." He glowered unhappily.

Zack grinned, gleefully, but then chuckled apologetically, "Sorry, sorry. I got too carried away!" Zack hugged him and Cloud did not resist.

"You have a nice butt though," Zack murmured into Cloud's ear. Cloud blushed and frowned, "Now I'm definitely not forgiving you!"

Zack chuckled and pressed his forehead against Cloud's, "I know! How about one date?"
Cloud tried to continue his glare at Zack, but failed. He smiled shyly, "Alright then."

Description
Cloud had always been quiet and shy. He didn't want attention from anyone and no one bothered him in the back of the class. Except the girls. The girls always bothered him, giggling and talking to him about things he didn't understand. He felt so uncomfortable in his classroom at Shinra Private Academy.

"I wish I was in the same class as Tifa," Cloud thought and sighed with gusto. Tifa was Cloud's childhood friend and the only female he could feel relaxed around. They once had romantic feelings for each other, but the chemistry sizzled out before either of them was bold enough to make a move. Now Tifa, grown up with long, black hair, alabaster skin, and full of curves, she was chased by many other boys at the academy.

"What's wrong, Cloud? You look upset," a voice chirped. Cloud looked up and smiled slightly at Yuffie Kisaragi. Yuffie was a anextremely boyish and rambunctious freshman. Her black hair was very short and she possessed a round childlike face. Everyone knew her because she excelled greatly at sports, especially running marathons. She was just about the only girl in the room that didn't try to hit on Cloud though and so it was easier to talk to her.

"It's nothing," Cloud replied quietly. He noticed a girl two seats in front of him look at him, giggle, and begin talking to her girlfriends again. Cloud blushed, looked down, and scratched his chin.

"Well, cheer up, senpai," Yuffie ruffled his blonde, gravity-defying hair and skipped back to her seat.

"Senpai?" Cloud thought inwardly, "what the heck is a senpai?"

The teacher walked into class and called them to attention.
"Before we begin class today, I would like everyone to pay attention. We have a new student!" the teacher nodded her head towards the door. A tall, young man with raven hair stepped into the class room.

"Hey, I'm Zack fair. I'll be in your class starting today. Please take care of me!" Zack flashed a toothy grin and saluted with two fingers. The females of the class swooned.
"Looks like he'll be the new heartthrob of our class," Cloud chuckled to himself, "Maybe he will take the girls' attention off of me."

"Zack," the teacher inquired, "where would you like to sit?"
Zack smiled brightly at the teacher and shrugged.

"Teacher!" Aerith, the class representative, beamed and patted the seat behind her, "Zack can sit here!"

"Aerith, that's Cid's seat…I know he's absent a lot, but Zack can't just take it," the teacher clicked her tongue. Aerith drooped slightly and didn't say a word.

Zack pointed at a seat in the very back, directly next to Cloud, "What about there?"
"Yes, that's a great seat, Zack. You can ask Cloud for help if you need anything, he won't bite."

Cloud watched Zack from under his long, blonde bangs as new kid cheerfully walked to the desk next to him and set his bag down.

Zack sat in his seat, crossing his long legs in a very masculine fashion. Cloud's blue eyes watched Zack from the corner of his eye, studying him. His skin was tanned, and his frame was very muscular, his black hair was thrown back into a similar fashion that a popular senior, Axel, wore. He was indeed very handsome…

Cloud blushed and flicked himself in the face, thinking, "No, stop. Don't look at other guys."

One reason Cloud didn't enjoy girls flirting with him was because they made him uncomfortable. The other reason was because he was gay. And he was so afraid of anyone finding out. Not even his closest friend, Tifa, knew he played for the other team.

"So, Cloud, right?" Zack leaned over and whispered. Cloud jumped and looked at the smiling face timidly.

"Y-yes."

"The teacher said you don't bite. I hope that's true," Zack grinned playfully and chuckled. Zack held out his hand to shake. Cloud took it and managed a small smile.

"Nice to meet you."

******************************************************

"There's the lunch bell," Cloud thought to himself, standing up with a stretch. He glanced at the new student, who was sitting up and rubbing sleepy eyes. Zack looked up at Cloud with a sheepish smile, "Falling asleep on my first day. Not a great impression, right?"

Cloud suppressed a chuckle, "It's history. It's boring."
Cloud picked up his bag and was about to head for his usual quiet lunch spot, but a strong, large hand grabbed his wrist. Cloud looked down and pretended to scratch his forehead, but hiding a blush, "yes, Zack?"

"Cloud, do you mind if I eat lunch with you?" Zack's blue eyes pleaded at him like a sad puppy.

"Sure, I guess, since you don't know anyone. But I don't eat in the café," Cloud put his hands behind his back as Zack released his wrist, rubbing where he was grabbed slightly.
"Great! That's fine. I brought my own lunch anyway!" Zack's face split into a grin and he grabbed his own bag and jumped up.

Now they were standing directly in front of each other and Cloud looked up at Zack's face, noticing how tall Zack was for the first time. Zack patted Cloud's head jokingly, "You're pretty good-looking. I bet you've got girls fawning over you, huh? Oh, but I bet you have a girlfriend, don't you?" he grinned as they walked out of the classroom.

"No, I don't. I'm not comfortable around girls," Cloud flushed and stepped out behind Zack and noticed a group of girls staring at Zack while holding their lunches; crestfallen as they watched Cloud and Zack walk away.

"Really? Not comfortable? Why not?" Zack asked, curiously.

Cloud shrugged, "Just not. Are you sure you don't want to eat with those girls that are staring at you?"

Zack glanced at the pack of fawning females, and grinned, "Nah. I prefer you."

Cloud turned the color or a cherry and looked down, "Cool," was all he could manage.

"Cloud!"

Cloud looked up and saw Tifa jogging towards him. Zack blinked in surprise, looking from Cloud to Tifa.

"Yeah, what is it, Tifa?"

"Aerith wants to eat lunch with me in the café today. Is that ok?"

"It's fine, Tifa," Cloud swished his hand at her, gesturing her to go.

"Oh, who's this?" Tifa looked at Zack and smiled dazzlingly, moving some strands of her long, black hair off her shoulder.

"T-this is Zack Fair. He's new in my class," Cloud felt a small twinge of annoyance in the pit of his stomach and didn't understand why.

Zack delicately took Tifa's hand and kissed it, "It's lovely to meet such a beautiful young lady."

Cloud felt an urge to grab Zack and drag him away, but resisted.

Tifa giggled shyly and took her hand away, "Well, I've got to go, guys. I'll seeya later!" she waved and left them.

"Well, let's go," Cloud said as he walked a bit faster towards the roof.

"I thought you didn't have a girlfriend!" Zack crooned at him, teasingly.

"She's not my girlfriend!" Cloud wailed, a blush creeping up his neck. "We're just old friends, that's all."

"Hmm…well, I'm sure a lot of guys check her out. She's got a gorgeous face," Zack beamed as they hopped up a staircase.

Cloud paused, "Face? Is that all he looked at? Usually, I always hear the other guys comment on her boobs or butt."

Cloud glanced at Zack, now more curious about what kind of person Zack was. Cloud blushed and looked at his feet when he found Zack looking at him too.

"So," Zack coughed, "you always eat on the roof?"

"People don't bother me here," Cloud replied and opened the door to the roof. A small gust of wind met them, ruffling their hair. Cloud stepped out into the bright sunlight and warm air and took in a deep breath.

"You like the peace and quiet?" Zack asked.

"Yes, I do," Cloud answered, he turned to look at Zack, "do you?"
Zack was staring at him, looking a bit taken back.

"Zack?" Cloud called out, confused.

"What? Oh yeah, yes. Me too!" Zack answered the question, flustered. "you've got some killer blue eyes there, yo." Zack mumbled, walked onto the roof, and patted Cloud's hair. Cloud blushed. Even though he always heard if from girls, Zack saying it made him feel different.

"I came from a backwater town, so I do like the peace and quiet," Zack stretched and stepped towards the railings, "I can see why you like it up here. The view of the city is amazing!"

Cloud looked up at Zack, but Zack was staring back at him instead of the city and smiling. Cloud quickly sat down and began to unpack his lunch.

"Backwater town?" Cloud tried to restart the conversation.

"Yeah, I'm from Gongaga!" Zack did a victory pose then also sat down across from Cloud and took out his lunch.

"Me too," Cloud said. Zack looked up at him, questioningly, and Cloud continued, "I'm also from a backwater town. Nibelheim."

"Woah! Well, we're two backwater experts, aren't we? Oh yeah!" Zack laughed heartily and slapped Cloud's shoulder. Cloud cringed on the impact, but chuckled lightly.

"So why did you move to Midgar, Cloud?"

"Nibelheim was burned down," Cloud said absently.

Zack put down his spork and looked solemn, "Cloud…I'm so sorry.

"It's fine," Cloud chewed on some food before continuing, "There was an underground Shinra lab there and some people say it was the cause of the fire. A lot of people died. Me, Tifa, and a few kids and adults barely got out alive. Soldiers came to Nibelheim, what was left of it, and brought us here. The children that were well enough to learn and work were brought here and given rooms."

"And the rest? What about the rest?!" Zack questioned, alarmed.

Cloud chewed and took a gulp of his water bottle, "I don't know. No one does. Probably in the slums. Or dead."

Zack slammed his fist on the ground, "But it was Shinra's fault that Nibelheim burned down, isn't it?! They should take full responsibility!"

"It was never proven," Cloud said softly.

"I'm sure it was just kept quiet," Zack growled and slurped up his juice box.
"What about you? Why did you transfer here, Zack?"

Zack grinned and said proudly, "I want to be in the soldier program. Shinra company needs to change," he lowered his voice with a devious smile, "if I can get on the inside and work my way up, I can make some big changes for the better. I'll be a hero, man!"
Cloud couldn't help, but laugh.

"Hey, why is that funny!?"

"Sorry, no…that's good. It's good to dream big, right?" Cloud chuckled some more and ran his hand through his hair.

"Well, I have to graduate from this dumb academy before I can even get close to the soldier program," Zack huffed. Then he looked at Cloud and beamed, "And I've already made my first friend!"

Cloud looked at his food and blushed, "yeah"

"Zack is really nice," Cloud smiled inwardly.

******************************************************************************

~Three months later~

"Cloud! CLOOOOUUUUUUDDDD!!!!" Zack swooped in on Cloud and lazily slung his arm around the blonde.

"Zack, you're too noisy in the morning," Cloud said sleepily.

"And you're too quiet all the time!" Zack teased and then waved at a girl that bid him good morning.

"Did you finish the homework for science, Cloudy-Cloud?"

"Yes. Don't ask me for it, I'm not letting you copy. And don't call me that!"

"But…but Clooouuuuuddddd!" Zack hopped in front of him with his signature blue-eyed, puppy look.

Cloud shoved him out of the way jokingly, blushing, "Why didn't you do it?"

"A first-class soldier called me last night! I think his name was Angeal? Anyway, he says I can get in with my excelling grades in athletics! I was so excited, I couldn't concentrate on homework!" Zack blubbered excitedly.

"Really?" Cloud thought happily for him. He sighed a moment later, "Fine, fine. Just don't let the teacher catch you."

"Thank you, Cloudy-poo!!!!" Zack grinned widely and hugged Cloud tightly. Cloud turned crimson and pushed Zack away roughly, "Don't do that. Someone might think we're gay!"

Cloud looked up and saw a shocked expression on Zack's face. Cloud immediately knew he had hurt his friends feelings and felt regret. However, Zack momentarily regained his usual cheerful composure and gestured him to walk, "Come on, we don't want to be late for class."

Throughout the morning periods, Cloud noticed Zack acting strangely. "Not just strange," Cloud thought, "he seems a little distant since this morning…" he continued to brood, his mood growing darker, until lunchtime.

The bell rang, telling the students to go to lunch. Cloud got up and looked at Zack with a firm smile, "Roof, let's go," Cloud wanted to get to the bottom of Zack's wary behavior. It hurt too much.

"Ah, yeah," Zack said, a bit distractedly. He grinned at Cloud quickly, and then bent down to get his bag.

As they walked into the hallway, Zack spotted Tifa and waved at her with more energy than usual. Cloud raised an eyebrow and watched Zack carefully.

"Hey there, pretty lady. Are you gonna eat with us on the roof today?" Zack purred at Tifa, flirtatiously, and cupped a hand around her shoulders. Cloud flinched with pangs of envy. Zack has never actually asked anyone else to eat with him and Cloud, so why now? Tifa only ate with them occasionally. It was usually their hour alone and Cloud wanted to keep it that way.

"Oh, not today, Zack. Today's my lunch with Aerith!" Tifa chuckled and wiped his hand off her shoulder. Zack put his arm around her waist persistently, "Well, I wouldn't mind eating lunch with two gorgeous ladies. And maybe I could eat you up for dessert," he implied with wiggling eyebrows.

Tifa smiled a bit, but was clearly uncomfortable, "No, Zack…um, I really have to go meet Aerith now." Tifa quickly escaped from his grasp and strode to the café.

"Darn," Zack sighed and grinned sheepishly at Cloud, shrugging his shoulders.

Cloud snapped without warning, "What the hell was that all about?!"

"What do you mean?" Zack seemed taken by surprise at Cloud's suppressed anger.

Cloud huffed and stomped towards the rooftop. After furiously kicking open the door to the roof, he sat with his back to the rails on the edge and opened his lunch. He glared at it, his appetite lost.

Zack stepped onto the roof moments later, his face a mixture of confusion and annoyance, "Cloud, what's wrong?"

Cloud continued to glower at his lunch, not saying a word.

Zack sauntered to him and kneeled. He lowered his head and peered at Cloud's face, "tell me," he said in a low voice.

Cloud's head snapped up, his eyebrows knit together in anger and jealousy, "So you have the hots for Tifa now?!"

"What?" Zack exclaimed, stunned, "No way. Not my type!"

"You had your hands all over her and were totally flirting with her."

"I was just messing around, Cloud!"

"It didn't look that way to me…" Cloud grumbled and ripped open his lunch box.

Zack hesitated, "What's it got to do with you? You still like Tifa?"

"NO!" Cloud cried and slammed his hands on the ground in frustration, "I…I just…!" he faltered.

"No, no, no, no…this is getting to close! Too close to telling him that I like him…," Cloud clenched his jaw as he silenced himself, "Zack can never find out. I can't tell him ever. He'll hate me for sure."

Cloud felt tremors of fear run through his body and blood creeping up his neck.

"Cloud, tell me what's wrong. I'm your friend," Zack pleaded and dithered, before adding, "You're my best friend."

Cloud's heart numbed and he bit his bottom lip. His hands balled up into fists as he attempted to change the topic, "You've been acting weird since this morning, Zack…"

Zack blinked at him a few times, "What do you mean?"

"Just…distant," Cloud looked up at him with sad, blue eyes.

Zack squirmed and scratched the back of his head, "You hurt my feelings a bit…this morning…"

Cloud wrung his hands together, "When…when you hugged me and I pushed you off?"

"Yeah."

"S-sorry," Cloud stammered and looked down, his cheeks once again going scarlet. He quickly spat out an excuse, "I just don't want people to get the wrong idea about us, y'know? It could ruin your chances of getting a girlfriend!" Cloud chuckled nervously and peered up to gauge Zack's reaction. Zack had a very troubled look on his face. Cloud twiddled his thumbs, waiting for Zack to say something. A long pause ensued.

"Maybe I don't want a girlfriend, Cloud," Zack said, decisively. A deep sulk was displayed on his ruggedly handsome face.

Cloud, panicked, came up with another reason, "Sorry, Zack, I just don't like hugs that much!"

"You let Tifa hug you," Zack said in almost a growl.

"That's different," Cloud whimpered, his face steaming hot.

"How?" Zack questioned, persistently. His brought his face dangerously close to Cloud's. Cloud flinched away immediately; his face beet red.

"C-come on, Zack, enough. Let's just ea--," Cloud was cut off as Zack grasped his collar and brought them nose to nose. Zack looked more serious than Cloud had ever seen him. He could feel his blood pumping madly in his ears and swore even Zack could hear it.

"Cloud, do you like me?"

Cloud felt his heart jump out of his chest and he chuckled hysterically, "N-no! of course not, Z-Zack! We're both g-g-guys! H-how can I l-like you like that?!"

"I like you, Cloud."

Cloud's heart nearly stopped.

"What?" Cloud breathed.

"No, not what I wanted to say…," Zack blushed slightly, looking around. Then he directed his attention on Cloud again, "I love you."

The silence that followed was so thick that it nearly suffocated them.

Zack broke though the silence first, "Cloud please say something." His voice cracked. He was afraid.

Cloud felt tears of relief and happiness well up. He tried to hold it in. but as he spoke, they leaked out of his eyes, "I do like you, Zack," he choked, "I like you a lot. I was so scared. I was so scared you would hate me after finding out that I like boys."

Zack chuckled, his own relief washing over him. He reached out and caressed Cloud's wet cheek, "Well, that would make me a hypocrite, wouldn't it?"

Cloud wiped his tears away then said chastising, "I still won't forgive you for flirting with Tifa like that."

Zack gave Cloud his infamous puppy-dog eyes, "What can I do for you to forgive me?"
Cloud shrugged.

"Well how about this?" Zack grabbed Cloud's chin and pulled Cloud's face to his. Their lips crashed onto each other. Cloud felt all the blood rush to his face and his heart beat rapidly. But he didn't pull apart. That was the last thing he wanted to do. Zack's lips were so soft and warm. Cloud let his eyes close to further enjoy his first kiss. Zack grabbed Cloud's shoulder and pulled their bodies together. His tongue probed Cloud's lips. Cloud hesitantly opened his mouth, inviting Zack inside. Zack's tongue felt so wet and supple inside Cloud's mouth. Cloud moaned as Zack's tongue tasted and sampled different parts of Cloud's mouth. Zack's hands ran up and down Cloud's back, making him shiver.

"Ahnn…Zack…," Cloud moaned. He tried to pull away to take a breath, but Zack locked his arms around Cloud and kissed him harder. Zack's hand wandered down Cloud's lower back and unto his buttocks.

Cloud promptly tore out of the passionate kiss and pinched Zack's arm, "ZACK." He glowered unhappily.

Zack grinned, gleefully, but then chuckled apologetically, "Sorry, sorry. I got too carried away!" Zack hugged him and Cloud did not resist.

"You have a nice butt though," Zack murmured into Cloud's ear. Cloud blushed and frowned, "Now I'm definitely not forgiving you!"

Zack chuckled and pressed his forehead against Cloud's, "I know! How about one date?"
Cloud tried to continue his glare at Zack, but failed. He smiled shyly, "Alright then."