DISCLAIMER: Own FFVII? Don't I wish! But no, credit goes to Square Enix. This is, believe it or not, a monster that grew out of me wanting some Zangeal fluff... so, later on, there probably will be said fluffiness. But you might have to slog through some drama first... beware.

Side note: This first chapter sticks very close to the game... don't expect that for the whole fic!

SHOUTOUT: To my wonderful Beta, LadyoftheDrow! You are an immense help with the creative process, a wonderful friend, and an excellent Beta! :D

~ Chapter 1: Phoenix Downs ~

Zack was coming to a lot of realizations as of late. More than usual. SOLDIERs, for example, even Firsts, weren't invincible. Of course, going into a blizzard in his usual uniform was probably not the greatest idea… but how was he to know the chopper was going to get shot down? Tseng's idea to do squats wasn't bad, but he was still left with a chill that ran deep in his muscles, not easily dispersed. And then, there was his fight with Genesis. Goddess, that was a hard battle. Even though he didn't really know the man well, seeing him struggle and lose his grip on humanity – on sanity, for that matter – was hard. And seeing him degrade more and more with every encounter… what had ShinRa done to him? He was beginning to question what sort of company he had signed his loyalty to a dangerous thing, considering what ShinRa could do to those who opposed it.

Downing a potion and waiting for his head to stop spinning – the fight with Genesis had been hard physically as well – he checked his PHS to see how much time had passed, and reluctantly pushed off the railing. Tseng and Cloud would be waiting, but the mission waited for no one. He had work to do.

Modeoheim was a ghost town, all the more empty for his inability to find Tseng and Cloud. Zack poked around for a bit, before going inside one of the buildings, a bathhouse from the looks of it, though it was horribly run down. Staring into steaming, rusty red water, he turned to go up the stairs and found himself face to face with another of the strange 'Angeal copies' – named since they bore his face and apparently were his… creations…somehow that he didn't care to think about. It hurt a little, having to cut it down, but this one was apparently hostile if its fireballs said anything about it, giving him no choice. Frowning, he made his way up the stairs, hurrying when he saw a familiar head of gold spikes. "Hey!"

"Ngh…"

Cloud struggled to push himself up, and somehow ended up faltering and landing on his rear with a thump, gazing at the older teen with dazed eyes. Zack leaned in, attempting to help, mako blue eyes assessing the other's wellness; he was more than a little scuffed up, but he'd be all right. "Cloud! Talk to me!"

"We're all right." The trooper assured him softly. He narrowed his eyes a little at Zack, meaning to ask how he was, seeing the occasional fine tremor shiver through his muscled frame, but Fair was already straightening, looking with alarm further down where Tseng was crumpled near the door.

"Tseng? Tseng!" The Wutain Turk lay propped against the wall, a protective hand over his stomach, chin resting on his chest as he took measured breaths. Still, his dark eyes were alert and grave as they met the young SOLDIER's.

"Down that way… You have to catch Hollander." He swallowed, perhaps as much to give Zack a moment as himself. "Angeal… is waiting for you."

Zack nodded, and walked past him, heading down into the next room. Despite the fact that a place in the wall was spurting steam, the metal building was utterly freezing and he found himself rubbing and slapping his arms in an effort to fight the chill. Following around twists and turns in an effort to locate Angeal and Hollander took him back outside a moment before he found himself safely indoors once more, sniffling a little at the change in temperature. He was beginning to wonder if Tseng had been wrong, but then…

…Angeal…

Those beautiful, angelic wings were unfurled and he could see them well – the rogue SOLDIER standing in the center of the room with his back to him. Zack approached, letting his boots click softly on the floor – a warning to his presence; he still hoped to reason with the older man.

"It should have been me." Angeal noted quietly, half turning once he noted the other's arrival. "I should have dealt with Genesis."

"Yeah… then why did you send me?" The bitter words escaped without his permission, and he looked away a moment, before looking up, just in time to find the tip of the Buster Sword swinging up to the place between his eyes.

"To prepare you… for your next fight!" The former commander's eyes were dark, darker than Zack could ever remember.

"Have you lost it?" He demanded, not yet reaching for his blade, dodging and weaving between the wild strikes so unlike the man he'd known and admired for so long. "Stop it!"

"Someone's waiting for you, no?" Angeal challenged darkly, and Zack felt himself shivering again. Who… wait, is he threatening AERITH? He wouldn't be the first to assume… but, was the burly First so unhinged that he would go after the innocent flowergirl just because he didn't… what? Fight him?

"Angeal… don't do this…" He was pleading now, even as he slowly drew his sword. They matched blow for blow, and then the far heavier Buster Sword pinned Zack's lighter SI blade; there was no budging it.

"Very good, Angeal." Hollander's gravelly voice interjected, the portly scientist seeming to come out of nowhere, a satisfied grin on his face. "It is time to exact vengeance for our family's suffering!"

"Family?" Zack blurted, startled.

"No!" Angeal snarled, ripping his blade away from Zack's. "My father is dead!"

"Fine, then do it for your mother." The doctor attempted to persuade.

"My mother's shame made her take her own life." He retorted darkly, making his student gasp in shock, remembering that horrid moment. Of walking in and seeing Gillian dead… of assuming Angeal had done it… oh Goddess…

"Shame? How terribly misguided! She should have been proud…" He was still going on, with a small, cruel smile. "Proud that she was the namesake of our experiment. 'Project G,' or should I say, 'Project Gillian.'"

Angeal lunged at the scientist, a hand fisting in his obnoxiously yellow Banora Juice shirt. "Don't say her name."

"Gillian," Hollander repeated, continuing to provoke the normally placid man on a level that Zack could barely begin to fathom, "the woman implanted with Jenova cells. Genesis, who had her genes mapped onto him during the fetal stage. Yes, Genesis was a failure, I'll admit it. But you, Angeal…. You were actually bred inside Gillian's body. You… you are perfection."

Furious, the First sent the old doctor sprawling with a single, hard shove before turning his back with a rustle of feathers. "Zack… I am perfect.

"A perfect monster." He turned, facing the stunned teen, imploring him with his eyes. "My cells can absorb genetic traits, and pass them along to others."

"A two-way conduit." Hollander grinned, rising unsteadily. "Jenova's power has passed on to you completely."

Tossing him a disgusted look, Angeal walked closer to his former apprentice. "Zack, do you remember what I said? About our enemy being all that creates suffering?"

"Yeah… but you're not one of them." Zack insisted softly, trying, so very hard, to get him to seethat.

"But I created my own suffering." Facing two different directions, his anguish couldn't be seen, but it could be heard. "Zack. Let me show you."

"Stop it!" Hollander's cry broke the moment. "You don't know what you're doing!"

Before Zack could even begin to wonder what that meant, Angeal held up a hand, summoning one of each kind of his creatures. Hollander, though, apparently knew what he had in mind, as he began to panic, launching himself at the winged First and trying to pull out some of his hair, asking to have 'at least one sample' – he was shoved to the floor with ease, and as Zack readied his sword, the creatures rushed past him. At Angeal.

Shit.

He screamed Angeal's name, tried to turn in time to stop them… but they were piled on top of him and there was no getting them off. Hollander went running like the coward he was as a bright light shone, Angeal screaming hoarsely.

When the light dimmed, and Zack could finally see what had become of his friend and comrade, he choked. This… beast… didn't suit him at all. An enormous creature, easily taller than even Angeal himself had been, it still had a semblance of his face, hidden between two massive black and gold shoulder pads and under a mess of coal spikes. A lean chest was confusingly joined to a second body akin to a centaur's form, with a second mouth the width of his 'hips' sitting where his pelvis ought to have been, full of teeth and spitting energy at him. Brilliant blue tails lashed behind him, and, unnerved, he drew his attention back up to the more human torso. Were there... four arms? There were! Two - like Angeal's own - crossed over the chest, coming from inside. Then, two more came from the outside, larger, fitting for the beastly body, the left arm held a spiked shield, the right, a massive trident that was –

-slash-

Pain blossomed in his left cheek but he didn't flinch at the almost casual jab, too overwhelmed to cry out in pain, instead, demanding of the creature – of Angeal, for somewhere within him, surely the man still could be reached! – "Angeal… what happened to honor?"

Fighting Angeal was harder than fighting Genesis, on so many levels. It was like some beast out of his nightmares, yet, he knew that somewhere in there, Angeal still lived.

Not much longer, at this rate, he mused; he'd been dodging the beast's trident for what must have been a good ten minutes but it was getting him nowhere. What he needed, was to get it away from him...

-slash-

Another mark on his cheek, but he was nearly numb to it, too high on adrenaline to feel pain. Instead, he took action on his thoughts, pivoting on his heel and slipping the tip of his blade in and wrenched the shield out of its left hand. The beast roared in fury, and stabbed at him with the trident. Quickly, Zack reached out and gripped it, just below where the three prongs protruded, and held on for dear life - trident in his left, sword in his right. The massive white wing beat anxiously and the beast reared up on its hind legs, pulling, leaving the SOLDIER First swinging in the air from the trident.

Cursing softly, he tightened his grip on the trident and, after weighing his options, took a creative gamble and used his body weight to encourage the swinging motion until he could kick his beastly opponent solidly in the face. On the back swing, he twisted a bit and managed to nail the other's outer arm with a sharp blow from the heel of his boot. It bent him awkwardly, but it was worth it - even when he found himself falling - because he hadn't let go of the trident.

It took a moment for the beast to recognize the loss of its weapon, but when it did, it roared its fury to the heavens. Just as Zack was coming to his feet, the enraged fusion of man and beasts turned to the side and walloped him with a solid wing that was pure muscle underneath the down, sending him skidding back several feet. Still, he held on to the trident and his sword, determined not to let the creature have any sort of weapon - it was proving dangerous enough without one.

This was only reinforced when a sudden, massive, blue glow, blinding in its brilliance, swelled to life in the center of the second mouth, at the juncture of man and beast. Instinctively, he knew this was a Very Bad Thing. But, there was nothing he could do about it. The power ball launched at him with such speed that there was no time to move. All he could do was scream as pain tore through him, body burning painfully as he dropped to the ground, curling in on himself a moment before his SOLDIER training kicked in and reminded him that, if he wasn't dead, he needed to fight.

Watery blue eyes cracked open, trying to focus on the gray blur as it approached, taking the trident from his limp grasp. Twirling it in the air, the beast raised it high over the fallen warrior's prone form and stabbed down, just barely missing as Zack rolled back out of the way of the blow that would have easily pierced through his back, judging by the way the trident lodged in the floor.

Goddess help me... he thought grimly, staring blearily at the trident. He's gone. Angeal's gone. He never would have done this... he's gone and left me with this... this creature.

No, thought a little, traitorous voice in the back of his mind, this monster. Angeal is gone, and all that's left, is a monster.

It was what his mentor had always feared, and yet, he'd caused it himself, absorbing all his creations to become this... monster.

"I have created my own suffering." Angeal's words rang true in his mind, with a new, heart-wrenching depth, and he found his eyes pricking with tears. "I am... a perfect monster..."

Angeal... how could you do this to me?

Barely any time had passed, though to Zack, it seemed like an eternity, as he was realizing how far his beloved mentor had fallen. He blinked back tears, refocusing on the beast as it struggled to pull the trident from where it was embedded in the floor. Rolling to his feet, he stood unsteadily, and leveled his blade at the beast. The monster that dared stand where Angeal had been.

He wasn't ready for it to turn and lunge at him, far too close and far too fast to avoid the extended blade. With a wet slide of metal into flesh, he pierced the beast's human portion through the chest, just under the crossed arms, at an upward angle. Seconds later, the trident was ripping through skin and a bit of muscle in turn as a jab turned sloppy with the pain suffered. Compared to its intent, it was a glancing blow, but it was still damaging, and Zack drew back with a hiss, checking his bangle to see if he'd thought to bring a cure.

A sudden, bright light distracted him, and he looked up in time to see the beast collapse, clinging to the trident for dear life. The light got brighter, and he squinted, trying to see through it to see what was happening, but had to shield his eyes and turn away.

"... Zack..."

That voice!

"Angeal?" The young First whipped around, and felt his breath catch in his throat, nearly sobbing at the sight of his mentor sprawled out on the ground, bloodied and beaten, but smiling. "Oh goddess... Angeal..."

"... you have my thanks." He smiled softly, a genuine, heartfelt smile, lifting the Buster Sword, which must have returned with him. "This, is for you."

Tears filled Zack's eyes, realizing what his mentor was doing. What he'd done.

Angeal was dying.

Zack had defeated the beast, which was part Angeal, and so, Angeal was dying.

"Zack."

Was he still talking? NOW?

"Protect your honor, always."

He did not just go there. Zack blinked incredulously, coming to kneel stiffly at his mentor's side, just in time to see the light of awareness go out in his calm blue eyes.

Angeal Hewley was dead.

As if the heavens mourned his loss, the sky opened up with a freezing rain. Kneeling there numbly, Zack finally began to register the pain in his side once more and looked through his belt pouch to see if he had any potions left. Instead of brushing a hard bottle, though, he touched something soft, and frowned, looking inside.

A Phoenix Down!

Gasping sharply, Zack raised his eyes to his mentor, realizing what chance there was before him now. He had to act fast though. Taking the 'Down with care, he pressed it to his mentor's bleeding chest, and watched it vanish in a sparkle of magic. Not waiting for him to wake up, Zack rummaged for his Restore, and equipped it quickly, casting it repeatedly on his chest as it began to slowly rise and fall with his breathing. He lost count of how many times he had cast, not stopping until a gloved hand darted up to stop him. "Zack!"

"Angeal..." He hadn't seen him move. Then again, everything was a little... hazy...

"ZACK!" Angeal caught his trembling student as he collapsed, utterly exhausted. Turning him a little, he checked his pulse, relieved to find the youth was merely unconscious. He was a little disturbed to find that he was running a slight fever. Surely, surely, he hadn't come to Modeoheim in this condition? And fought Genesis? And... then...

Guilt overwhelmed the rogue First as he replayed the evening's events all too clearly. He had not only forced Zack to watch him die - he'd made him into his private executioner. Why, he wasn't quite sure now. At the time... it had seemed the only way. Oddly, standing in the quiet of the rain in the abandoned Modeoheim bathhouse, he no longer felt the burning desire to leave the world behind. Zack... had saved him. Never mind how unhinged Angeal must have seemed, never mind what ghastly appearance he presented him with... Zack found him worth saving.

A small smile touched his lips as he stroked the teen's unruly raven locks. Though he was not the strictest of judges, Angeal trusted the younger First's judgement of character. If he thought Angeal was worth saving... well... maybe... just maybe...there was hope.

A raindrop ran down the line of Zack's nose, which scrunched slightly, before a soft 'hitshhu!' escaped him. Angeal blinked, startled out of his musings by the quiet sneeze, and frowned in concern at the damp snuffling that followed, resting his wrist on the youth's forehead once more. Definitely feverish. Time to get out of here…