Tainted Memory

Author's Note: Takes place when Cloud and Sephiroth were going to see the reactor (according to his first telling of the story at least). This is short. This is also my first real yaoi story. I apologize in advance for it not being very good, in case it's a big fat 4F. One shot - no sequels. This is just practice. ¬¬ Er... *not explaining*



Tainted Memory


"You better get some rest." Easier said than done was Cloud's thoughts on the matter. How can he be able to rest like this? He was sharing a bed with one of the most recognized SOLDIERs in history. Not to mention, his excitement had led to another type of excitement, albeit less convenient. He sighed heavily and turned over for the millionth time. At least he didn't have to sleep on the floor.

"Do you intend to do that all night?" said a deep voice next to him.

His eyes widened and he had to squelch down the little "eep" sound that was trying to escape his throat. He turned over again and looked over at the person lying next to him. His face went red when he found two bright green eyes staring straight back at him, looking not all that pleased.

"S-S-Sorry..." he stammered out and returned to facing the ceiling, resisting the urge to look over to his side again to see if Sephiroth was still looking at him. '180 nails in the ceiling boards, 181...' he couldn't help musing how sad this was. How pathetic he was to an extent too. He was on one of the most important missions ever with the GOD of SOLDIER and he was counting nails in the ceiling, and trying to ignore his other... more intimate problems.

He felt the body next to him turn over with a sound of the blankets rustling. He lay still for a moment, then finding the position on his back uncomfortable again beyond all reason, he turned over as gently as possible on the other side. He jumped back slightly when he seen the green eyes were still looking at him.

"You're doing it again." Sephiroth said in a growl.

Cloud gave him a weak smile and turned on his back again. He wouldn't be able to sleep at all if he had to be aware that Sephiroth was still watching him in the dark.

"Hey, settle down." Sephiroth stated, repeating his words from earlier that day.

Cloud shut his eyes tight and fidgeted. '182 nails...'

"Why are you so worked up? The desire to use the new materia they gave you that exciting to you?" teased the voice beside him.

Cloud looked over at Sephiroth again, a twitch on his lips. "No, something else..." and involuntarily looked down towards the main issue for his restless state.

A chuckle came from the other man's throat. "Oh, so that's it."

Cloud let out a loud gasp when he felt a hand reach over from under the blankets and cup his groin, and with it the reason for his inability to sleep. It was hurting like hell, and that single touch was like a jolt of lightening through his veins - and not at all unpleasant. He returned his gaze to Sephiroth's amused face with a blush.

"You visited that girl from across the way, I take it. Afraid, I can't help you with this one. Well, if she has you that worked up, I suggest you go and see her again. Just be back before dawn, so I won't have to make any excuses for your absence." The hand released his manhood, and he seen the SOLDIERs eyes close.

Tifa? Yeah, he tried to see Tifa, but she wasn't there. Yes, normally, she WOULD be the reason he was like this, but she wasn't this time. He felt a tinge of embarrassment with that knowledge. It was actually Sephiroth who managed to excite him like this. He'd never had this experience before. Never been so enthralled with a man's very movements that it became like an erotic obsession. Heck, it is one. He huffed and rolled over again away from Sephiroth. Grabbing the pillow with his hand underneath to press it tighter against his face. He wondered if it would be dishonest to visit Tifa under these... pretenses. Traditionally speaking, she could get him worked up just with a flick of her hair over her shoulders. So, he mused it wouldn't take long for his mind and desire to switch over.

"Ah, I see... it's not her that has you all worked up."

Cloud's brow knitted in confusion and in embarrassment. He could tell? How the hell could he tell? He jumped again with a gasp that made him whimper the next second, when suddenly, he felt a strong but gentle touch brush against his back for a brief moment. Another quiet, teasing chuckle came from the man behind him. Then he felt Sephiroth's bare torso press against his own naked back, and a hand slip down his hip to his front and finally to his aching member, giving it a slight rub. "Oh god..." he mumbled as his eyes shut in a moment of electric ecstasy.

"Turn over so I can see you, and open your eyes." came a command from the silver haired man behind him. The hand stopped, trailed it's way up to his muscular arm, a pressure already forcing Cloud to turn over on his back.

He complied the rest of the way, and his mouth opened slightly in an awe struck moment as he seen the moonlight hair of the other man draping about him like a waterfall and the green eyes twinkling with a peculiar gleam as Sephiroth hovered over him with a small smile on his lips. He supported his weight one arm bent beneath him as the other returned to it's roaming about his body in a lazy fashion. Yet, it was driving Cloud slowly mad.

"So, I'm the reason you're keeping me up all night. How fascinating." He leaned closer to Cloud's face, partially moving on top of him, stopping only barely inches from his lips. Cloud let out a loud 'aah' sound when the hand found the rim of his boxers and slipped underneath the blue and white material to find it's prize. "Well, if that's the case, I suppose I can help you out with it after all." The hand came out from underneath it's spot warm spot causing a disappointed whimper. "You're very hard indeed. I'll definitely have to do something about it, if I ever want to get any rest. You're blushing again. How sweet."

Self conscious, Cloud's hands flew to his face as if feeling the beet red cheeks would make the evidence of it all go away. The hand went back to his torturous rubbing over the material.

"These have to be getting uncomfortable."

Cloud merely nodded, as he felt the hand stop once more and grab at the rim of his boxers, then Sephiroth climbed on top of him, straddled him and pulled them down to his knees with both hands. As his erection sprung free, he couldn't help sighing in relief then taking a sharp intake of air as he felt Sephiroth lower himself on top of him, skin upon skin making contact, and through the process of feeling Sephiroth kicking the boxers the rest of the way off, felt the older man's own desire apparent as it brushed against his legs and inner thighs. The fabric gone, he found one of Sephiroth's legs in between his own, his thigh planted firmly against him, and the other entwined about his left leg.

A hand came up to his lips, tracing it's lines for a moment then a single digit pressed on them in a "hush" sign. Whispering Sephiroth leaned down next to his ear, "Remember, don't be too loud. We wouldn't want to wake our neighbors."

Cloud's mouth opened for a moment and tried to turn to look over to his right where two others lay in the bed next to them. He only caught a glimpse as Sephiroth took advantage of the parted lips to plunder his mouth with is own. Running the tip of his tongue along the blond's lower lip, then teasing at his tongue until it entwined about his own. The kiss ended with a rather loud sucking sound as Sephiroth nipped at his lover's lower lip, suckling it and releasing.

Cloud then became aware that Sephiroth's hands were everywhere at once it seemed. A fleeting touch across his sides, a hand massaging his inner thigh, dancing across his chest and fingertips teasing just at the nerve underneath his cock. His own hands were lost somewhere between gliding along his shoulders and spine, to grabbing his ass with a squeeze. The blond finally got brave and reached around the front to explore the silver haired man's assets. Sephiroth let out a hissing noise that turned into what almost sounded like a purr from the spot where he had been teasing at Cloud's earlobe and nipping at his neck and shoulders ever so slightly.

A strong hand grabbed Cloud's wrist and guided it to his chest. "Not yet. Always too eager..." he muttered near the base of Cloud's neck, leaving a hot breath to tingle his skin with it. Then he attacked the other side of Cloud's neck and shoulder with a new ferocity that forced Cloud to give out a deep throated moan, and hissing, click of the tongue as he moved lower down the man's chest to lick at and finally take his left nipple between his teeth. Unable to reach beyond his lower back and chest at his point, the blond made due with simply placing his arms and hand about the SOLDIER's neck and shoulders and closing his eyes, to just feel the intensity growing.

Sephiroth did the same to the other, leaving them at hard peaks as he kept going lower and lower, kissing, tasting and nipping. He placed a biting kiss upon his hip, causing Cloud to jerk with the movement, then all at once he raised himself up on his elbows and said with a wicked grin, "Are you ready for the rest now young soldier?"

Cloud's eyes widened as Sephiroth didn't wait for an answer, but lowered his mouth to the throbbing rod between his legs and took it in his mouth. He felt the tip of the man's tongue run along it's underside, then at first gently he began to suck on it. His hips jerked up in response and his hand flew to the side of the mattress to grab at the blankets tightly to bite down the scream he wanted to let out. He seen a twitch on the ends form on the man's lips, as he seen the silver haired man's eyes never left his face. He liked watching his reactions. Sephiroth painfully, slowly started moving his mouth back and forth over him, letting his tongue tease the bottom part as he drew upon it.

"Oh my god!" Cloud moaned out a little louder than he meant to, and found two strong hands on both of his hips keeping him from pumping them. Sephiroth slowly picked up pace. Until finally Cloud's body was actually begging to be able to move with it, and his back was beginning to arch. He felt so tortuously good.

He let out a sound that was a combination of 'aaahooooh', before hearing himself breathing out, "It feels so good... You have no idea how good it feels." Which caused Sephiroth to only suck harder taste him even more, move his mouth on his arousal faster.

Spots, or were they stars that were starting to form in front of his eyes? He felt as if he couldn't take it anymore. That he was going to explode. Suddenly, he felt a hand clamp over his mouth and the right side of his hips free of it's restraint, then he let out a stifled half moan, half scream of Sephiroth's name, his eyes closed tight, unable to open them as he released himself into the man's mouth and was left shivering from head to toe, unable to catch his breath.

Then the feeling of the man between his legs was gone as he settled himself back unto his side of the bed watching the blond breathing heavily and looking quite dazed.

Cloud was aware of movement beside him, but he was still seeing white spots out of the corner of his eyes. So, he didn't turn to look. Out of nowhere, just as he was beginning to find a normal intake of breath again, and the sudden breeze in the room began to nip at his wet skin, he felt Sephiroth's hand grab at his arm. The next moment he was laying on top of Sephiroth, and a knowing twitch was on his lips.

"Now it's time for you to return the favor." He grabbed his wrist and guided it down along his chest to between his legs, wrapping his hand along a very hard shaft. Another flush of red came to Cloud's cheeks and he seen the man beneath him quirk an eyebrow with a snicker. "You didn't think you'd be the only one getting something out of this, did you?" he replied in a husky voice.

He felt Sephiroths other hand wrap around the back of his neck and pull his lips to his own. Cloud tasted himself on the man's lips and shivered. He sucked at his lower lip then captured the upper, giving the man below him the pleasure of his own. He felt the lips part and explored the hot depths of his mouth, feeling a slight rise of pleasure in the mans heavy breathing. He kissed his way down his neck, licked and nipped at his collarbone, then moved straight to the pink flesh on either side of his chest. He kissed it, then sucked at them each in turn leaving each with a slight nip that left the man beneath him give out a quiet moan. He began to trace down, letting his hands wander around his sides, then behind him to again squeeze the taut cheeks below him. All at once, he felt the hand on the back of his neck grab him by the arm just before he reached the proud, stiff member inviting him, and pull him quite roughly back up to face him, the springs in the mattress below betraying a slight squeak in the process.

"Oh no you don't." came a deep rumble from the man's lips. His eyes shone with lust - but a controlled one.

He took Cloud's hand and placed it about his member firmly, then moved it up and down to pump him. The blond gave him a confused look as he felt Sephiroth's hand let go of his own as he kept pumping him, finding a desired slow but steady rhythm.

"I thought you wanted me to..." Cloud tried to ask, being forced to look down at the activity his hand was producing below them for a moment.

"This is enough for me. Just keep going rookie." He finished, closing his eyes and tilting his head to the side letting out a quiet moan.

A smirk came to Cloud's lips as he began to pump harder. He was in control of this now. He had the most renowned SOLDIER of all time beneath him, at the mercy of his own pleasuring skills. He continued, and seen the man's eyes open then close tightly as at times he would bite his lip or let out a labored breath. He felt his own arousal starting to come back, but tried to ignore it.

"Harder Cloud! Damn it!" Sephiroth hissed after a moment, leaving Cloud to chuckle lightly at that, but couldn't help complying. The springs below them were starting to make squeaking sounds below them in tune with the building wild rhythm Cloud was using. He also couldn't help noticing that except for an occasional jerk upwards, Sephiroth kept his hips still. He looked over and seen his knuckles were white as they grabbed the sheets in his hand. He looked down at his hand pumping away at the man below him, noting the pre-cum starting to leak out in abundance. He turned his attention back to him as he seen his back arching slightly. "Harder!" he breathed out, the tone was almost begging. That was something new to him. He decided instead to slow completely down. Sephiroth's eyes shot open giving him an accusing, but blurry look. Cloud merely smiled and continued to pump at the man below ridiculously slow despite his own desire to go as wild as the wind.

He bent down to his lips and whispered, "Now who's too eager?"

"Bastard... ooh..." he answered moaning the last part out.

Cloud picked up his speed again unable to help the inclination to brush his own, almost fully hard erection against his thigh. The next moment he felt a hand encircle him and start pumping at him matching the speed quickly.

He let out a yelp and moan one after the other, then heard Sephiroth say, "Don't tease me like this... you'll get it right back." It distracted Cloud long enough for him to stop all together for a moment attending to the other man's needs. "You're pretty noisy," Sephiroth said laying his free hand on Cloud's to start him working again, "I wonder what other sounds you make..."

"You told me not to be loud..." Which he followed by a rather loud moan as the other man stroked him, leaving him to smirk at him in return.

"Get going if you want me to take care of this again." Sephiroth replied, following it with some short but hard pumps, then took his hand away draping it over his head.

Cloud swallowed, and picked up a hard rhythm, and on impulse he leaned forward when he seen the silver haired man's lips begin to part and kissed him deeply once more, leaving him to moan in his mouth.

"Cloud..." he said very quietly for a moment in hot breath, then Cloud felt him grab his arm rather roughly, seen his eyes close tightly, and a moment later he felt his hand being drenched in the juices of the other man. His coming was punctuated by a deep throaty purr that turned into a loud moan. Cloud himself was ready to explode at that point, seeing him like that, which when the man laid him flat on his back again and pumped him wildly it didn't take long at all.

He lay breathless, and exhausted. Sweaty and unbelievably relaxed as he felt his bed partner settle beside him, then tug at his arm again, pulling him into his arms. Cloud couldn't help giving him a quizzical but sheepish look as Sephiroth lazily draped his arms around the figure nestling in to the crook of his neck and chest.

"Sephiroth?" Cloud asked questionably at this sudden display of affection.

He heard a huff. "Think you'll be able to let me get some sleep now?" Sephiroth asked.

Cloud's cheeks burned once more, and he nodded. Then he knitted his eyebrows in question, "Will we ever do this again?" Cloud asked tilting his head up towards the face of the other man.

A quiet chuckle sounded on Sephiroth's lips, and he looked over to his side at the men who had somehow slept through all of that, "If we're alone the next time. Now go to sleep."

Cloud let a gentle smile come to his lips and he fell asleep in the embrace.


END