"We're too late...they've beaten us..." Cloud cursed as he saw the ransacked Ancient's City. The Highwind was finally repaired, but not soon enough to stop Racoon. Cloud clenched his fists and pounded on the wall. He had failed her again, this time he let her resting place be ruined.

"This in one @#$#ing mess." Cid said while exploring the ruins. Yuffie darted in an out of the buildings, they were almost empty now.

"I don't believe this. How can he be so cruel?" Tifa sighed. She remembered the day they entered this City, it was still marvelous even though it had been abandoned for years. She looked around and saw Cloud making his way to the shell building with Red XIII and Vincent. They were going to Aerith's resting place, to the lake.

Tifa called Barret,Cid and Yuffie to follow her to the lake where the rest were heading. They were relieved to see that the lake has remained untouched, and so was the structure. They spent a few moments of silence praying for Aerith. Then they left with their heads bowed down.

"I can't believe Racoon did this." Red XIII said as they gathered in the Highwind. "All for the sake of money."

Barret slammed his fist against the table which made Cid curse. "I wanna go back to Nivelheim and shoot that @#$$ Racoon to a wall. How dare he disrespect that sacred place!" Everybody remained silent.

"Cloud?" Tifa said in a soothing voice hiding the anger in her. Cloud stared at her in silence for a few seconds and nodded. "Let's go back to Nivelheim."

"RACOON!" Cloud yelled as he and his friends stormed into the mansion. Racoon came down the stairs slowly, smiling at them.

"Ah, welcome back, Mr. Strife. I heard about your accident---"

Cloud rushed in front of him and grabbed his collar. "How dare you rape the Ancient city!! I trusted you that you'd repect that place...but now I see your just like every money-hungry @#$#@ I know."

Racoon laughed and brushed Cloud's hands off. "My friend, that place is rich in history and information about the Cetra and the planet. Would you deny that to the people?"

Cloud sneered, "That wasn't all you were after, Racoon! You wanted the white materia, Aerith's materia, and you used us to get to it."

Again Racoon just laughed at Cloud and his friends. "I did not use you, Cloud. You told me everything in your own free will. I asked...you answered, simple as that!" At that moment Cloud felt his eyes burn with rage.

"So, you #$##ing sabotaged my Highwind, didn't ya?" Cid cried out. Racoon looked at him.

"Please, mind your language. How dare you accuse me of such things. I never touched your airship, is it my fault if it was ...old?" He looked at Cloud. "And as for you, ge some rest, you are too paranoid. That goes for all of you! If this continues I will have to use force in getting you out of this town." He said as kindly as he could, then he turned to Cloud once more. "I want you to know that I was not after the white materia..it is of no importance to me..And I'm sure Miss Aerith would not mind if I showed it to the people. After this excavation, I will retire and live as a collector of fine portraits. Now if you'll excuse me..."

That was all that Cloud could take, he lunged himself at Racoon and punched him across the jaw. He was furious at the man for treating them like fools. He was lying, he was hiding something and he wanted them all to look bad or die. But much worse was the anger he felt when Racoon mocked Aerith and the white materia. "You lying son-of-a-@$%$!!!"

Tifa and Baret tried to pull Cloud away from Racoon. They were surprised at the outburst of Cloud. They felt ashamed, Racoon was being civilized with them but Cloud was acting like abeast. Of course they didn't trust Racoon at all, but unless they had evidence that Racoon indeed sabotaged the Highwind to prevent them from getting to the Ancient's Temple, they couldn't prove anything.

"Racoon, this ain't over yet!" Barret cried as they were led outside by the guards. Once outside, Cloud stood up. "I'm staying here! Racoon's up to something, I don't want to take anymore chances."

I agree with Cloud." Tifa said. "Let's camp outside of town. This time let's not lose sight of Racoon." There were no protests from the group. They started by buying the materials that they'd need for the stay.

When the place was clear, Sephiroth stepped out of the shadows. "What are they doing here? Why didn't you kill them?" Racoon smiled and continued up the stairs. "That is none of your business, pet." Sephiroth raised an eyebrow, "Pet?"

"Yes, pet. I am your master and you will do everything I say, pet." he mocked. Sephiroth turned away, he was sure that this man had no idea who he was or what he almost did to the world.

"I can kill you anytime...master." Sephiroth threatened.

"What?" Racoon laughed and faced Sephiroth. "Do you think that you are still the same Sephiroth everybody loves and hates? I don't think you understand that I now posess your very soul!" He laughed again, mocking Sephiroth right where he stood. "You have no power here---" Blood gushed out of Racoon's mouth. He looked down and saw a blade sticking through his chest, the masamune.

"Really, master? I have no soul." Sephiroth twisted the blade which sent Racoon to his knees, choking. Sephiroth grinned and drew the blade out and stared coldly at the fallen body.

"That felt good..." Racoon giggled, then he stood up and blasted Sephiroth with a powerful wave which pinned him against the wall.

"W-what..?" Sephiroth struggled as Racoon walked towards him, and to his surprise the wound was gone.

"Nothing like a little acting to catch your enemy off guard. I told you, you are no longer the Sephiroth we've all come to know. Right now that Sephiroth is all a part of me." And with a wave of his hand, Racoon began to slowly suck the oxygen out of Sephiroth's human body. His cold laughter echoed through the mansion as Sephiroth crumpled helplessly on the floor.

Racoon laughed, he had fallen the mighty Sephiroth. He knew, he had power, but it wouldn't stop there. The world would be his, soon, after he executes Sephiroth and Avalanche in front of the people. He vowed that he would not rule as Shinra or any other empire did, he was going to rule with force and terror, and never repeat the mistakes of the past, that is eliminating all who defiled him.

Racoon looked at Sephiroth's unconcious body on the floor and motioned his slaves to bring him to the dungeons. "I have a secret weapon, Sephiroth. Not even you, or Avalanche will stop it. In fact you will have the pleasure of being the first victim, in the place of reckoning selected by me..."He dug into his robe and took out a golden chain. "But first, I have unfinished business, with my chosen queen."