Hojo watched as Zephiroth short work of an invisible foe as he practiced with his sword and chuckled to himself. No one at Shinra Headquarters had known about this little project of his. He had twelve cloning pods made, but he changed the records to show he'd only ordered ten. Clever lies and promises had convinced some of Hojo's aides, a handful of technicians and a few SOLDIERS to steal and relocate pieces of lab equipment and computers to this cave including the two extra pods. A Mako stream flowing below the cavern floor offered unlimited energy to power the devices. Hojo was always moving equipment from one place or another as he went about his experiments. It was easy to pack a few extra pieces without Shinra's knowledge and lose them somewhere along the way.

Once the cave was complete, Hojo invited his fellow conspirators to a party celebrate the success of their deception on a yacht he kept moored in the Junon Harbor. The yacht was a gift from Shinra to ensure Hojo would continue to produce a generous supply of scientific wonders for them. Hojo ordered the crew to take the ship out of the harbor. He dazzled his guests with an abundance of food, wine, drinks and women. When he determined they had reached the proper party stage, he brought out special bottles of wine laced with a chemical he knew not to drink himself. Ever the generous host, he insisted the crew join the party. One by one everyone except Hojo began to fall asleep or become listless. Hojo set a powerful bomb and dove over the side of the ship. If any of his guests noticed, they were too far out of it to care.

A strong swimmer, Hojo made sure he was well away from the yacht before it exploded. As he knew they would, the Junon National Guard noticed the explosion and sent a ship out to investigate. Before they got there, Hojo swam with all his might to get as close to the flaming ship as he could. When the National Guard arrived, they found Hojo clinging to a piece of wreckage. Hojo blamed anti-Shinra terrorists for the explosion. His word was never questioned.

Back at work in Shinra's lab, Hojo pretended to have a lot of problems with his cloning pods. He had them moved and set up in the basement lab to "work on later" with other equipment. The pods and equipment actually worked, but Hojo didn't want President Shinra to know that. He had plans for the basement lab later.

Now that he was free to pursue his experiments without the threat of one of his co-conspirators blowing the whistle on him, Hojo was free to work on his secret project. His plans were almost spoiled by Sephiroth. Sephiroth had gone mad and destroyed an entire village. He vanished soon after. Hojo was glad he had the foresight to harvest cells from his son's body before he'd gone on the rampage.

Seeking a "volunteer," Hojo wandered through Junon one day and chose a healthy looking young woman named Suzanne. He pointed her out to her out to the Turks. Suzanne left the house one day to buy bread for her mother and never returned. Her family never knew she was locked in a Shinra holding cell with other "volunteers" for use in Hojo's labs.

While Suzanne languished in a cell, Hojo took samples of his cells and samples of Sephiroth's cells and grew them in a human tissue culture media. The cells began to divide. When he had a good supply of cells, he transferred them to a minimal media where they stopped dividing and entered a state of quiescence. He had Sarah brought to his lab. He removed two unfertilized human eggs cells from her body and removed both nucleuses. He implanted his cells in one and Sephiroth's in the other and exposed them to electroshock. He kept the eggs in a human egg cell growth media until he was sure they were dividing. Suzanne was no longer useful to him. He had her killed. He secreted the eggs to the cave and put each one in a cloning pod. The media would be treated regularly with a special mixture Hojo had created. The cave's computer would make sure they received the right amount of mixture in the right combinations. He sealed the cave and left. It would not be opened until the clones were ready.

Now five years later, just a few months after Sephiroth's second death, the clones were free to walk the earth. Hojo's clone was no less psychotic than the original man. As the Hojo clone developed, it was fed detailed information about the original Hojo's experiments from databases created just for that purpose. In addition to recorded information, equipment in the secret cave was able to listen in and record Shinra transmissions. The information was intercepted by an antenna disguised as a dead tree. The original Hojo sent coded messages to the cave detailing every new experiment he came up with until he was killed by Cloud and his friends. When the Shinra frequency ceased, a backup system turned itself on an off to record random broadcasts by television or radio stations in the hopes of providing the latest information available to the clones when they hatched.

As Hojo intended, the clone knew he was a clone but he also thought of himself as the original Hojo. The new Hojo knew that Sephiroth had been defeated by AVALANCHE and he knew about the rumors of Sephiroth's reappearance in Icicle Village. He was glad. He was looking forward to meeting his son again. He chuckled to himself.

* * * * *

Once he put Goldie in the Highwind's stable, Sephiroth went to stand alone on the observation deck. He watched the scenery pass by below. He stayed as far away from the others as he could, which wasn't any problem, considering they stayed away from him too. He didn't care if they didn't want to be near him. What bothered him is the way they were obviously trying to keep Aeris away from him. Sephiroth knew they were happy to have Aeris back and he was certain they would try to turn her against him. The question was, would she begin to see him in a different light? She might still need his help, but would she put more distance between them?

Sephiroth folded his arms across his chest and watched the country side change without really seeing it. Why should he care if Aeris gravitated back toward her friends? He didn't need her friendship to keep his promise. He'd always been alone. What difference would it make to be alone again? His thoughts were confused and that annoyed him. Before Aeris had come into his life, he didn't have feelings for anyone. Something inside him had changed. He didn't know what it was. Why did being near Aeris please him? His mind went back over the kisses he'd shared with her. Why did pressing his lips against hers and holding her in his arms make him feel warm inside?

He glanced over to see Cloud speaking to Aeris and quickly turned away from the sight. Inside his folded arms, he clenched his fists. Sephiroth fought to control his anger. Aeris was free to talk to anyone she pleased. So why did he bother him so much that she was speaking to Cloud? After all, Yuffie and Red XIII were there too. It wasn't like she was alone with him.

Sephiroth found himself grinding his teeth and made himself stop. He closed his eyes and did some deep breathing exercises. Gradually he tempered his urge to rush over and run Cloud through with his masamune. He opened his eyes and refused to look in that direction again. Aeris had feelings for Cloud. He was sure of that. He wanted to drag her away from the spiky haired blonde and warn him to keep away. Knowing they were together was a ice cold dagger in his heart. Sephiroth thought of the brief times that he'd held Aeris in his arms. She always pulled away before things got serious, but she'd kissed him back more than once. That had to mean something didn't it? The memory of her lips made his heart beat faster. Maybe there was a chance . . .

Sephiroth heard Aeris laugh and felt his anger rise again. Maybe he was just a substitute for Cloud Strife all along. Maybe Aeris pulled away because he wasn't the one she was really wanted. He didn't care. He didn't need Aeris. He didn't need anyone. He would block his feelings again. He tried to harden his heart against her but the memory of waking up holding her in his arms and feeling the warmth of her golden brown head on his chest withered his determination to do so.

How could he have come to this? He'd been the highest general in the Shinra army. He was a brilliant tactician and leader of men. He'd never been a loss for what he wanted and how to get it during his command. He had never been defeated when he led his men into battle. How then could a woman reduce him to uncertainly and guessing? Troubled, Sephiroth tried to push Aeris out of his mind by concentrating on the landscape below.

Aeris was happy to be with her friends again but her eyes kept straying to Sephiroth. The others didn't seem to have a problem with his self-imposed isolation but it bothered her a lot. She finally excused herself and went to his side.

"You don't have to stand here by yourself Sephiroth," she said.

He turned to her. " I don't think your friends feel the same way you do."

Aeris knew Sephiroth was right on that point. None of the others were making an attempt to talk to him. They stayed to themselves sending suspicious looks in his direction.

"Sephiroth?"

"What is it?" He raised an eyebrow.

She couldn't help herself. She laughed.

"Did I say something funny?" he asked.

"No," she said. "It's just that every time I call you, you always say the same thing. I don't know what I'd do if you said something else."

His face softened a bit. "You were saying?"

"I was going to say, Vincent said he was going to move into the inn closest to Tifa's house. It's not all that far away. We could still see each other, if you want to."

"Your friends may not want you do that," he said.

"I chose my friends," said Aeris. "No one chooses for me."

It seemed to Aeris, Sephiroth was looking for something in her eyes. He must have found it because he nodded and said, "I would like that."

"What part?" she asked him.

"That we can still see each other," he said. "I don't imagine I will have anyone else to talk to."

Aeris smiled. "Give Vincent a chance. I think he will talk to you quite a bit."

"What makes you think that?" he asked, curious.

"Just a feeling I have," she answered. "I'm glad you won't be alone."

He gave her another of his odd looks but said nothing.

"We both heard the planet calling to us," she said.

He nodded.

"Are you worried about what the danger is?" she asked.

"I'm not worried," he answered, "Are you?"

"A little," she admitted. "I'm really glad you will help me this time."

"What if saving the planet means you have to die again?" he asked.

Aeris was silent for a while. When she spoke, her voice was very quiet. "If that's the way it has to be, I'll give my life gladly, but I really hope it doesn't come to that this time."

"You sound like you have other plans Aeris," said Sephiroth.

Aeris looked out over the passing landscape. "I want a chance to live out the rest of my life," she said. "I want what most every girl wants. A husband, a home and a family. I-I just want it to be different this time."

With Cloud, thought Sephiroth bitterly. She means Cloud. He looked over to see Cloud watching them. He smiled at Cloud and turned his head in time to miss the look Cloud sent back to him.

Tifa walked up to Cloud, Yuffie, and Red XIII. "Hi guys, how are our guests settling in?"

"I'd say they are doing just fine," said Yuffie, nodding toward Sephiroth and Aeris. "She seems comfortable enough with him."

"It's only natural that Aeris would feel comfortable with Sephiroth," pointed out Red XIII. "They did live together for a while. It feels odd to us only because of what happened the last time we saw them together."

"You don't think she has the hots for him or anything, do you?" asked Yuffie. "Did you see him make her laugh? Who would have thought those two would be standing together like that?"

"Aeris needs his help to save the planet," said Cloud. "Nothing more."

"They have to get along if they are going to work together," added Tifa.

"Well I think it's weird that Aeris would want to work with her murderer," remarked Yuffie. "If I came back from the dead after Sephiroth killed me and I saw him coming, I'd run like hell!"

"Before or after you stole his materia?" asked Red XIII innocently.

Yuffie rolled her eyes at him. "I don't have to take this." She wandered off.

"Bad Red!" scolded Tifa, smiling at the red beast.

"I just couldn't resist," Red said grinning as he turned to follow the young ninja. "Wait up Yuffie. I was just kidding."

Cloud turned to go and Tifa touched his arm. He stopped and looked at her curiously.

"Does it bother you that Sephiroth and Aeris are so close?" she asked.

Cloud sighed. "I don't know Tifa. I just don't know. It does seem strange to have her be so friendly to him after what he did to her."

Tifa glanced over at the other couple and then back at Cloud. "What if Yuffie is right? What if there is more going on with those two than we think?" She watched as a flash of anger went across Clouds face and cleared.

"Aeris is free to choose who she wants," he said at last. "We don't have to like it."

"You think she's chosen Sephiroth?" asked Tifa.

"Tifa, why are you going on about this?" Cloud said with a touch of anger in his voice. "I told you Aeris was free to choose who she wants. What do you want me to say?"

"I don't know Cloud," said Tifa hanging her head. "I just w-wondered."

"I'm sorry Tifa," said Cloud. "I shouldn't snap at you like this because I don't trust Sephiroth."

You don't trust him with Aeris, thought Tifa.

"Anyway, it's really nice of you to let Aeris stay at your place. Especially knowing the way I feel."

"Aeris is a good person," said Tifa. Besides, she thought, if Aeris is with me. I can make sure she isn't with you.

Cloud sighed and took her hand. "Come on Tifa, let's go have a cup of coffee."

They turned and walked away. Sephiroth watched Aeris looking after them.

"They make a nice couple don't they?" he asked.

Aeris looked around quickly. "Who? Oh. Those two? Oh yeah, I guess."

Sephiroth looked at her. "Do you have feelings for him Aeris?"

Aeris turned red. "A little I guess, but we're just friends. That's all."

"But you want more?" Sephiroth pushed.

"We're just friends," Aeris repeated. "Tifa knew him a long time before we ever met. Cloud was just my bodyguard."

"Bodyguard?"

"Yeah," Aeris ran a hand through her hair absently. "He was protecting me from the Turks."

"You didn't tell me that before." Sephiroth said.

"I'm sorry, I didn't think about it then," replied Aeris. "There's been so much on my mind."

Like Cloud, he thought. Aloud he said, "We'll be all right Aeris."

She smiled and reached out to unfold his arms so she could take his hands. "I know that," she said. "Are you going to keep teaching me how to use my materia?"

"Whenever you like," he said.

The rest of the ride to Nibelheim was uneventful. Aeris stayed with Sephiroth commenting on the various areas they passed over. Sometimes Sephiroth pointed out areas concerning Mako deposits or military maneuvers. Neither of them paid attention to their traveling companions.

When Cid set the Highwind down outside Nibelheim, Sephiroth took Goldie out of the chocobo stable and put the reins in Aeris' hands. Tifa had a small stable behind her house.

"Take good care of him," he told her.

"I will," she said. "Will you come riding with me sometime?"

"As much as you like," he answered. He took in her smile, then turned to go to Vincent.

Aeris watched him go, holding Goldie's leads. Yuffie followed her line of sight and watched Sephiroth stop in front of Vincent. Yuffie wasn't sure what was going on, but Aeris was a tad too relaxed with Sephiroth for her tastes.

"You sweet on him or something?" she asked Aeris.

Aeris turned to Yuffie, half listening. "What did you say?"

"I asked," said Yuffie leaning a little closer, "If you are sweet on Sephiroth."

"He's my friend," she said simply.

"It's like you don't see anyone else when he's around," observed Yuffie.

"You have a very vivid imagination," said Aeris blushing. How she wished she could stop doing that!

"I used to think you and Cloud had a thing for each other," continued Yuffie, "Has Sephiroth taken Cloud's place or what?"

Aeris wasn't sure just how she was going to answer when Tifa arrived. She heard Yuffie's last comment.

"Leave Aeris alone," she said. Turning to Aeris she rolled her eyes at the sky. "Honestly," she said, "These present day teenagers!"

Yuffie was indignant. "I'm only calling 'em as they see 'em. How about it Aeris?"

"Knock it off Yuffie," threatened Tifa. "Or I'll put you in the chocobo stable and put the chocobo in your room!"

Yuffie grumbled to herself and followed Aeris and Tifa.

Sephiroth watched Aeris go off with Tifa and Yuffie with a pang of regret. He wished he could have convinced her to stay with him.

"She'll be all right," said Vincent. Sephiroth turned to look at the red eyed man. Vincent turned. "Come on, the inn is this way."

Sephiroth looked after Aeris once more then followed Vincent. Vincent noticed Sephiroth's concern for Aeris. This was not the Sephiroth he and the others had battled a few months ago. This Sephiroth was sane and he was thinking about someone other than himself. They walked on in silence to the inn. They checked in and found their room. While they were unpacking, Vincent broke the silence.

"Every time I see you, you are different," he remarked.

"What are you talking about?" asked Sephiroth, not really interested.

"I mean," said Vincent. "I saw you as a baby, I saw you insane from Jenova's influence and I see you now as a sane man with a mission."

Sephiroth turned to him. "You saw me as a baby?"

Vincent nodded. "I saw you as a baby, just after your mother Lucrecia died. I promised her I would take care of you."

"You certainly did a great job of taking care of me," said Sephiroth bitterly.

"I'm sorry I failed you and I failed your mother." Vincent sat on the edge of his bed. "Hojo made sure I couldn't keep my promise."

"What does Hojo have to do with you?" asked Sephiroth, sitting on his bed too.

Vincent told Sephiroth the story of meeting Lucrecia and Hojo when he was assigned as a bodyguard with the rest of the Turks. Hojo ignored his wife most of the time and treated her with disdain when he did notice her. It turned out Hojo had a plan that could not be completed without a developing embryo. He had chosen Lucrecia for her mental and physical abilities. Marrying her was a way of keeping her with him until he could prepare his experiment. When he was ready to begin, he convinced Lucrecia that having a baby would bring them closer together. By that time, out of loneliness, Lucrecia had become Vincent's lover. She had been set to flee with him when Hojo made his proposition.

As much as she loved Vincent, Lucrecia still had love for Hojo too. She gave up Vincent to have a baby with Hojo. As soon as Hojo knew Lucrecia had conceived, he convinced her to allow him to inject both her and her unborn baby with Jenova cells. Lucrecia was skeptical of the treatments but she wanted to save her marriage. Hojo had become so devoted to her, she wanted to show him her trust in his scientific abilities. It wasn't until near the end of her pregnancy that she began to fear for her baby's life. She felt something wrong about her pregnancy. Lucrecia expressed her concerns to Hojo, but he always managed to sweet talk her into believing everything was all right. Still she didn't like him to talk about the baby by number, as though it was an experiment or a thing, instead of his child. Lucrecia went to Vincent with her fears. They decided to run away before the baby was born. They would hide out and deliver it themselves.

"She made me promise to save you, if something went wrong and I had to chose between her life and yours," said Vincent. "She made me promise to take care of you and keep you from Hojo. I think she knew that she would not survive long after you were born. Her pregnancy didn't feel right to her. She felt as if something was draining away inside her the further along her pregnancy went."

Somehow Hojo found out their plans. He kept Lucrecia where he could see her, always surrounded by guards. Vincent couldn't get anywhere near her. When Lucrecia's baby was born, she named him Sephiroth. She never got to hold her baby. Under Hojo's orders, an assistant snatched the baby from the doctor's hands and took it to the lab. Lucrecia died shortly after. Hojo didn't bother to go to the funeral. He was too busy running tests on baby Sephiroth. It didn't matter to him if the baby was fed on time or properly cared for. He just wanted it kept alive.

"I sneaked into your nursery three months after you were born," Vincent told Sephiroth. "That was the first time you were unguarded. I should have been suspicious but I wasn't. I just assumed Hojo had gotten over some of his scientific zeal for you. I grabbed some baby supplies and wrapped you in a blanket. I was afraid you would cry out and give us away, but you were never held or touched the way most parents do with their babies. You were so happy to be held, you just smiled at me."

Vincent managed to avoid all the guards on the way out of The Shinra building. After all, he was a Turk, trained to be evasive. He stole a truck, hiding the baby on the floorboards beside him. It wasn't until he was several miles away that Hojo and his cronies surrounded him in Shinra assault vehicles. If Vincent had been alone, he would have fought to the death, but he couldn't risk a fight with the baby present. He surrendered hoping to find a way to escape and rescue Sephiroth again. Hojo himself took Sephiroth out of Vincent's arms and gave him to a lab assistant. The lab assistant carried the infant as if he was a rag doll. Angered by that, Vincent tried to get Sephiroth back. He was knocked unconscious.

"When I woke up the first time," he said, "I was strapped to a table. Hojo was standing over me laughing. He told me, he knew all about me and Lucrecia, but he let me keep her "amused" so he wouldn't have to be bothered with her. He told me all he wanted was her ability to bear a child. Nothing more. Still, he told me, he was obligated as a husband, to take revenge on the man who had dared to have sexual relations with his wife."

"The next time I woke up," said Vincent waving his claw hand, "I had this, and a few other changes that Hojo dreamed up. My eyes and skin don't like much sunlight and I can turn into a hideous beast when engaged in battle. I crave darkness and the solitary life. Hojo left me locked in a room in the Shinra mansion basement with a lot of coffins. I chose one for my own and there I remained for many years until Cloud and his party rescued me."

"You slept in a coffin?" Sephiroth shook his head. "You don't look much older than me,"

"A gift from Hojo," said Vincent. "I would have rather died with my Lucrecia. I failed her and I failed you. If I had been able to get away, your life would have been different. I would have raised you myself."

"What makes you think you could have stopped Jenova from making me insane?" asked Sephiroth.

"Jenova didn't make you insane by herself," replied Vincent. "That was Hojo's fault. If he had told you the truth long ago, your mind would not have snapped. Jenova wouldn't have been able to get her hooks into you. That wasn't your fault."

"That's what Aeris keeps saying," said Sephiroth.

"Then listen to her," said Vincent. "Aeris is a very wise young woman. If she believes in you, then I believe in you too."

"What about the others?" Sephiroth smirked. "They think I'm back to do the same thing I did before."

"They may never trust you Sephiroth," said Vincent. "But you can always count on my support and you have Aeris too. We will stand by you."

"Your friends may feel you're turning against them." Sephiroth eyed Vincent doubtfully. "You might change your mind."

"I won't change my mind," promised Vincent. "Lucrecia would expect me to do my part to help you. I failed the first time. I won't fail again."

Sephiroth was impressed but he didn't let it show. He wasn't sure what to think of Vincent yet. His mothers lover? He didn't know how to feel about that, but here was a man who could fill in the missing details of his life. As the two men settled into their room, Sephiroth asked a lot of questions about his mother. Vincent answered every one.

Cloud showed Red XII, Cid and Barett where they could settle in, then went to the kitchen for a glass of water. He hoped Vincent wouldn't regret sharing a room with Sephiroth. On the Highwind, he'd tried to convince Vincent to let Sephiroth get a room for himself at the inn but Vincent was adamant about sharing a room with Sephiroth.

Cloud dumped the rest of the water in the sink and set his glass on the sideboard. Vincent was feeling guilty about not helping Lucrecia and Sephiroth years before. Cloud was sorry about Lucrecia, but he couldn't drum up any sympathy for the man who had killed his mother, Tifa's father and the whole town. He didn't believe Sephiroth was here to help Aeris any more than he believed it would rain gil in the next five minutes. One of these days, he thought, Sephiroth would show his true intentions, and he would be there to stop him again.