Summary: Well, just as the title suggests. Zack gets a digital video camera and tries to coax Cloud into filming themselves…in action. Zack fancies himself as the director, calling the shots, but…he may be in for a surprise.

Setting is sorta Crisis Core-ish, but a bit AU – Cloud and Zack are both in SOLDIER.

One-shot , PWP, AU, Yaoi, lemons, rimming, language….obviously, rated M for a reason! The usual disclaimers apply...Square Enix owns all things FF-related, I own nothing except my twisted sense of humor.

This is my first Zack/Cloud fic I've written, woo hoo! Please read and review. XD

Zack and Cloud had just finished drill for the day, and they were both hanging out in Zack's apartment. The two were best friends, and had gone beyond simple friendship fairly recently when they started dating. Their relationship was still in the early excitable stages, where they wanted to jump each other at any given moment.

Today, however, Cloud and Zack were both feeling fatigued after being put through their paces by both General Sephiroth and Tseng. Usually it was only Sephiroth who conducted drill exercises, but today Tseng was called upon to assist, as he was a master in martial arts.

"Damn, Cloud," Zack complained, grabbing a beer from their refrigerator, "that was harder than I anticipated. I thought martial arts would be a cakewalk, you know?" He smiled over at Cloud, who was reclining on their couch, knees upright, and his arm resting on his forehead.

"Yeah," Cloud agreed. "Tseng…he was a hardass! I don't mind, though, I need the practice, really."

Zack squeezed next to Cloud on the couch, and lazily draped his arm over Cloud's knees. "So," Zack drawled, "are you…too tired to do anything tonight?"

Cloud grinned, knowing exactly what Zack was hinting at. "Noooo…not exactly. I'm tired….but I'm also wired, if that makes any sense," he chuckled. Not only had Tseng run the SOLDIERS, as well as his Turks through a stringent martial arts training program today – he also had the group take a nonstop, fifteen mile run. Needless to say, Zack and Cloud were feeling a bit worn out and ready to relax.

Zack nodded in agreement. "I know what you mean, Cloud. My mind is racing, but my body is…tired. Not too tired for this, though," he murmured, leaning over and brushing his lips against Cloud's. Cloud reached up and grabbed Zack's spiked black hair, pulling him down, and deepening the kiss. "Mmm," groaned Cloud. "You feel so good, Zack," he mumbled. "I like having you…on top of me," he murmured shyly, gazing up into Zack's brilliant blue eyes. Cloud lazily opened his legs, allowing Zack to move in closer, and crushed him tightly to his chest.

Grinning, Zack scooped his arms underneath Cloud's shoulders, intending to carry him right into the bedroom – when a knock came upon the door.

"Oh, what the fuck is it now?" muttered Zack irritably, getting up to answer the door. "Talk about piss poor timing," he complained.

"Whoever it is, Zack, make them go away," Cloud pleaded. He wanted nothing more than to continue where he and Zack had just left off, preferably in their bed.

Grumbling to himself, Zack opened the door, to see a delivery person. "Package for Fair?" the man inquired, holding out a small parcel, wrapped in brown paper.

"Huh?" Zack said absently; then, recognition lit his face as he suddenly remembered. "Oh!" he cried. "Forgot I ordered this," he laughed, signing the shipping bill and handing it back to the delivery man. "Thanks!"

Closing the door behind him, Zack was grinning wildly as he clutched the package. "Guess what this is, Cloud!" he crowed excitedly, like a child with a new toy. Cloud couldn't help but smile as well – Zack's enthusiasm for, well – pretty much anything, was one of the things about Zack that Cloud had fallen in love with. "What is that, Zack?" Cloud inquired.

"Um, this is something that may come in handy, in the bedroom," Zack said mysteriously, winking at Cloud. He tore open the packaging, and displayed his purchase – a high-def digital video camera.

"Oh no, Zack," protested Cloud. "I know where you're going with this, and I'm telling you now…no, there's just no way…"

"Oh come on, Cloud," Zack begged. "Please? I can put it up on the dresser or something…you won't even see it. I'll have to charge it first, probably…"

"Good," Cloud retorted. "Then we can't use it tonight, at least."

"Aha," said Zack as he read the instruction manual, clearly ignoring Cloud's protests. "It'll run on AC too, so we can just plug it in and use it right away. Awesome!" he crowed.

Cloud was torn between feeling pissed off at Zack for wanting to film their most intimate moments together, and amused by his eagerness over his new toy. He knew when Zack set his mind to something, there was little Cloud could say to dissuade him. Besides, Cloud reasoned, if I go along with this, the sooner Zack'll be on top of me….or, in me… He smiled dreamily at the mental image he was now getting, of he and Zack, in the throes of sweaty passion.

"You're smiling," Zack teased. "See, I knew you'd warm up to the idea." He grabbed Cloud and positioned him on his lap, Cloud's legs straddling his hips. "I think it'll be hot," Zack murmured, running his calloused hand up the inside of the back of Cloud's shirt, making the blond squirm and squeal, which only served to excite Zack even more.

"Oh, what you do to me, Cloud," Zack whispered in Cloud's ear, his tongue snaking out to deftly lick along Cloud's earlobe. Cloud gasped at the sensation, and stammered, "How about…what you do to me, Zack? Gaia, I can't take it anymore," he moaned. "I want you to take me…now."

"Okay," Zack agreed, smiling. "I'll get the camera," he winked, then paused a moment. "If it's okay with you, Cloud…I don't want to make you uncomfortable," he said worriedly.

Somewhat reluctantly, Cloud sighed, and finally agreed. "Okay, Zack. If it'll make you happy….I guess it's okay. It's not like anybody else will see this, right?"

Shaking his head vehemently, Zack said, "Of course not! This is just for us to watch. Although, I think you'd be a pretty hot porn star, Cloud," he smiled.

Cloud guffawed at this. "Me? Hardly," he scoffed. "Now you, I could totally see you in a porno…" He gazed at his lover, marveling at how beautiful the man really was. Those azure eyes, raven hair, and muscled arms that could just scoop you away, and….Cloud's attention was diverted by another growing problem, as he looked down as his crotch, and noticed a sizeable bulge showing through his uniform pants. Zack also noticed where Cloud's gaze was directed, and laughed. "Yeah, um….we can take care of that, Cloud," he promised, snaking his tongue into Cloud's mouth, and pulling him in for a passionate kiss.

"Okay," Cloud said breathily, grudgingly pulling himself away from Zack. "I'll go slip into….well, nothing," he teased, extricating himself from Zack's lap, and sauntering into the bedroom. Zack, breathing a bit heavily, grabbed the camera, and followed behind Cloud. He set the camera up on a dresser, and searched for the nearest electrical outlet.

Turning around, he caught a glimpse of Cloud stripping off his shirt. The sight made him gasp; it was becoming quite obvious that the once-scrawny blond was becoming…well, ripped. Zack licked his lips, eyeing Cloud's deltoids, which were looking much more cut and defined than they had been even a few weeks before. His eye then traveled further south, to Cloud's glutes, just as he began to strip off his pants.

Hesitating, Cloud turned around with a sly smile, knowing damned well that Zack was watching him. "This ain't no striptease, SOLDIER," he teased, slowly working the zipper on his pants…up and down, up and down. Zack couldn't move a muscle, he just stared…hoping Cloud would just drop his damned pants, already. That little bitch is teasing me, Zack thought, smiling. He wasn't sure how long he'd be able to stand there and take Cloud's teasing and taunting, and not do anything about it.

Zack finally decided enough was enough. "That's it," he warned, advancing his step toward Cloud, crossing the bedroom in just two long strides. He picked Cloud up easily, slinging him over his shoulder. "Hey!" Cloud protested futilely. "What the hell, Zack!"

Laughing, Zack deposited Cloud on the bed, and slithered down over him, his hand wandering down to the waistband of Cloud's pants. "I want these off," Zack ordered, in a husky voice. "I want to see you, Cloud, all of you…gods, you are so beautiful," he whispered, gazing at the angelic looking blond laying beneath him. Cloud shook his head, acting embarrassed. "No, Zack, I'm not," he protested. "You are, but I'm just…well, I'm just me," he said modestly.

Zack sighed, almost a bit impatiently. "Oh Cloud," he whispered, stroking Cloud's face tenderly. "I wish you could see what I see…"

"Cloud," Zack continued, changing the subject, "do you want to try something…different tonight?" He smiled coyly at his lover.

"How different?" Cloud asked, somewhat suspiciously. "And hey!" he protested suddenly. " How come I'm naked, and you still have your clothes on?"

"Um, don't you worry your pretty little head about that, Cloud," Zack grinned. "You can have your way with me…but later. Why don't you…close your eyes and lay back."

"Okay," Cloud agreed reluctantly. "I have no idea what you're up to, Zack…" he muttered.

Grinning almost evilly, Zack scooted down, positioning his face in between Cloud's legs, his line of sight in direct view of Cloud's stiff cock. Zack licked his lips, wanting nothing more than to deep-throat the shaft, but…he had other things in mind this evening.

Moving his face in ever closer, Zack's tongue snaked out and sought heretofore unexplored territory; Cloud's tight hole. Cloud gasped when he felt the wet intrusion of Zack's tongue up his ass, and arched his back, moaning. Hearing Cloud cry out only served to excite Zack even more; he stabbed his tongue further in, as far as it would reach. It was becoming harder and harder for him to breathe, but Zack was determined to reach that heavenly spot, where he knew Cloud would lose complete control.

Zack cupped Cloud's buttocks with large, warm hands, digging his nails in almost to the point of drawing blood. Cloud cried out again, his limbs flailing uncontrollably as Zack drove his tongue home, brushing Cloud's prostate. Goddamn, he has a long fucking tongue, Cloud thought, while thrashing around on the bed, pulling and clawing at the sheets as he felt himself coming to a climax.

"Zack," Cloud gasped, "I'm going to come…"

Immediately, Zack withdrew his tongue from Cloud's nether regions, and moved his body to lay alongside Cloud. "Did you…like that?" Zack asked cautiously.

"Fuck yes," growled Cloud appreciatively. "Did you like…doing it?" he asked Zack, blushing.

"Yes, I did, my little Chocobo," Zack laughed. "Sorry I…stopped so suddenly. But I think you know what I want to do next."

"What about what I want to do, asshole?" Cloud demanded, teasingly. "I haven't even gotten to touch you yet…that's hardly fair."

"I am Fair, you moron," joked Zack, giggling.

"Oh gods, you really are a dork, Zack" groaned Cloud. "I think I'm going to have to do something dreadful to you now, for telling such horrid jokes," Cloud said, grinning.

"It wasn't a joke, Cloud, it was a pun," Zack corrected, a smile at the corners of his eyes.

"Oh, whatever," Cloud retorted. "I'm not even listening to you anymore….I want you naked, now," he commanded, pulling Zack's shirt over his head. Zack had kicked off his boots, and felt Cloud's hand move downward to relieve him of his pants. "Let's get these fucking things off," Cloud grunted.

"You're being a bossy little bitch tonight, aren't you," Zack teased. It wasn't too often that Cloud would tease Zack as much Zack teased Cloud; but tonight, it seemed as if Cloud could dish it out as well as he could take it. Zack was starting to enjoy Cloud's smartass mood.

"That's right, I'm the boss," chuckled Cloud. "I may be smaller than you…but I can suck you off like no other."

Zack moaned in anticipation of what he knew was to come. Finally free of his pants, which Cloud had just removed, Zack kicked them to the side, not giving a damn where they landed. He was laying on his back, and Cloud was inching himself downward, until he was face to face with Zack's enormous erection. "Well, hello there," Cloud whispered, intentionally letting out a stream of hot breath on the tip of Zack's cock. Zack shuddered in response. "Gaia, Cloud, don't fucking tease me like that," Zack groaned. Smiling, Cloud swirled his tongue around the tip, writing letters in the slit, using his tongue. "Gueth what I'm thpelling, Thzack," Cloud mumbled, around a mouthful of Zack's hot flesh.

"Gods, Cloud! This is no time for a fucking spelling bee!" exclaimed Zack. Cloud really was being a bitch, teasing him like this.

Cloud looked up briefly, and made a face. "Well, you're no fun," he pouted. "Guess I'll just…spell something interesting on your dick. Like…phantasmagoria. Or…antidisestablishmentarianism…"

"NO!" Zack yelled, cutting Cloud off. "Come on, Cloud," he whined. "Stop being so mean!"

Cloud laughed aloud, in spite of himself. Apparently Zack could dish it out, but could NOT take it in return. Suddenly Cloud got a wicked idea. Zack wanted to try something different tonight…so do I, he thought.

"Lean back, Zack," Cloud said softly. He positioned his stiff member in between Zack's cheeks, the sensation of which caused Zack's eyebrows to shoot up.

"What…what are you doing, Cloud?" murmured Zack, gasping as he realized what Cloud was up to.

"This," Cloud said gruffly, as he spit into his hand, and ran it over the head of his cock, slicking it up. Without any hesitation, he plunged into Zack's tight hole, and moaned as he did so. "Gaia, Zack," he grunted, thrusting rapidly, "you are so fucking tight." Zack responded by pulling Cloud on top of him, practically bruising his lips in a heated kiss. "Goddamn, Cloud," breathed Zack. "You never fail to surprise me…"

"I could say the same about you, Zack," Cloud chuckled. "I wasn't exactly expecting a rim job from you earlier, you know."

"You liked it, though," Zack teased, panting heavily. Cloud was hammering him relentlessly, edging Zack ever closer to the point of no return.

Cloud was getting closer to that point himself. His breath quickened, and came in shallow gasps as he quickened his pace, grabbing Zack's legs and positioning them over his shoulders, and slamming into him even harder. Zack felt Cloud hit his sweet spot dead on, and his vision went white and starry. "Holy fuck, Cloud," Zack moaned. "I think I'm going to pass out…" Zack came, shooting his load upward, hitting Cloud in the abdomen. Cloud smiled upon feeling the sensation, and the spreading warmth of Zack's load all over him.

"Big bad, SOLDIER First Class like you can't handle little old Second Class me, huh?" Cloud teased. Apparently, Cloud thought with a grin, I must be doing something right. Suddenly tensing, Cloud felt his balls contract, and groaned as he emptied his load into Zack. "Oh my fucking gods, Zack," moaned Cloud. "I love you!"

Zack wrapped his well-muscled arms around Cloud, as the blond collapsed onto his chest. He was silent for a moment, digesting what Cloud had just blurted out. It was the first time either one of them had made such a declaration; Zack wondered if it was just something that slipped out in the heat of passion, or was it…something else. He knew how he felt about Cloud, though; maybe it was time to tell him.

"So, ah…" Zack began, stroking Cloud's hair. "I love you too, Cloud," he whispered, kissing the top of Cloud's head.

Cloud gazed at Zack and smiled. "That kind of just came out," he admitted. "But I meant every word of it, Zack. I do love you, with all my heart," he said, smiling.

"I'm glad I captured your declaration on camera, too!" Zack said, brightening.

"Oh shit!" Cloud groaned. "I forgot about the damned camera!"

"See?" chuckled Zack. "I knew once we got into it, you'd forget it was there, I told you so!" Glancing over at the dresser where he was certain the camera had been stationed, only…it wasn't there, there was just an empty space.

"No!" Zack exclaimed, sitting up abruptly to see what had happened to the camera.

"What's wrong?" inquired Cloud.

"The camera…it must have fallen…oh no!" Zack groaned.

Cloud laughed. "Oh well," he said sarcastically, "that's a shame! You know I'm camera shy anyway…"

Zack strode over to the dresser, and heaved a sigh of relief. "Whew," he said, relieved. "Here it is! I guess I thought I put it over on this side…and, it looks like we're still recording, so we got everything."

Cloud stood there silently, his hands clasped behind his back, frowning. Apparently he wasn't too pleased that the camera had been in place the whole time.

"Yeah, I know, Cloud," Zack said smiling at him, and noticing his frown. "I know this wasn't your cup of tea, so thanks for humoring me. You know, maybe we could watch it now!"

Cloud had the look of Hades in his eye, as he revealed what he had been hiding behind his back….a cat o'nine tails.

"Or," he whispered, grinning at Zack, "we could make another one."

A/N: Originally I was going to make this story basically mirror Boogie Nights, but I couldn't quite get it written the way I wanted, for whatever reason. I like how things turned out here anyway, with uke Cloud suddenly deciding he wants to be surprise! seme. XD