They were back in the Highwind. Fortunately, Nivelheim did not completely burn down, only the houses near the mansion were damaged, that included the materia shop. Barret and the others agreed to stay and help rebuild the town while they figured out what to do next.

All of them were in shock to learn that Sephiroth was alive, but all of them hopeful that Aerith was alive too. However, more pressure had been put on Cloud who was now in a room interrogating the weakened Marduke Racoon.

"Where is Sephiroth taking Aerith?" Cloud asked coldly, but Racoon only laughed inspite of his broken body. "You told me you wanted to pay your respects to her...why did you revive her...she was at peace?" Again all he recieved from the man was a laugh.

"This isn't working." Tifa said laying her hand on Cloud's shoulder. "Maybe you'd better rest now."

Cloud shook his head. "I'm gonna get answers from this @#$$, and even if it kills him, I don't care. He's put us through hell, and now he's brought back Sephiroth. I knew he had somehting to do with this."

Cloud stood up and bound Racoons hands to the bed and lead Tifa out of the room and locked the door, they went straight to the cockpit where everybody was waiting.

"Well, Cloud, what're we going to do now? Sephiroth's probably somewhere in Mt. Nivel with Aerith." Red XIII said. "Do you really think it's her, Cloud?"

Tifa nodded, "Yes, I saw her too. It was really her, I felt her." Then her smile disappeared and was changed to an expression of concern. "I hope she's alright..."

Cloud shook his head, once again, Sephiroth took Aerith away. Damn, failure. He cursed himself. Everybody was locked up in their own conversation about what happened, waiting for him to tell them what to do.

"Everybody, listen." He said, and they obeyed. "I know, that this has become another long battle. Racoon's defeated, but Sephiroth's come back to haunt us...I know that you're all tired, and I wouldn't blame you if you wanted to go back to your homes and to your peaceful lives. But I'm going after him, no matter where. I want to get Aerith back, get her safely...or else..die fighting." Cloud stared at the ground, weary, but determined to finish this battle. The mako glow in his eyes covered by the despair in his soul.

"Cloud, I'm going with you. We're gonna fight this together." Tifa said, stepping in front of Cloud. He looked at her and smiled.

"I'm going too. For Aerith." Red XIII followed, soon Barret, Vincent and Cid.

"You can't get anywhere without the Highwind anyways."

"Yuffie? Are you joining us?" Vincent asked. Yuffie remained silent and began to draw circles on the floor with her foot.

"Heh...chicken..." Cloud whispered.

"Hey! I heard that, you spikey-headed jerk!" Yuffie cried jumping in front of Cloud kicking and punching the air. "I'm not a chicken, I'll fight Sephiroth, yes sir, and I am going to grab that black materia for myself, and then all of you will feel my wrath!!" Yuffie looked around the now-empty cockpit.

"Aw, come on, you guys, I was just kidding! I'm not going after the materia...I'll help. I want to see Aerith! Hey guys wait up!" Yuffie ran after the laughing bunch of friends and all found a renewed vigor to continue the fight.

It was that dream again, that same dream which has been haunting Cloud for almost a year now. He was running in an endless forest, his surroundings were of bright shades of green and blue, like the Lifestream. He was running after her again, he knew that sooner or later, something would tear them apart. But this time she stopped and let him catch up with her.

As he approached her, tears began to trickle down his cheeks. "Cloud? I'm sorry, what have I done to make you so sad?" She said, her voice still the same that drew comfort into him. She put her hand to her chest and closed her eyes. "I'm so I never wanted to hurt you, Cloud. I want really want to be with you all again, but I have to finish what I've started..."

He opened his mouth to talk, but no voice came out. She began to float away again, he ran after her but his feet never touched the ground. "Dont' worry, Cloud, I'll come back to you. We'll all be together again, I promise! Please don't be sad...and...I'd love to go back to the Golden Saucer and---" She giggled and blushed, enhancing her lovely white face. "Sorry, I better go now." She ran towards the light which revealed the path to the Ancient's City. And once again Cloud was alone in the darkness.

There was a soft knock on the door which woke him up. Cloud was back at his Highwind cabin the dream was still in his head, her voice ringing in his mind.

"Cloud, open up!" The voice behind the door called. "Racoon's gone!"

"What the---?" Cloud jumped up and opened the door and found Yuffie. "When did you find out about this?"

Yuffie didn't answer instead Cloud noticed her staring at his muscular chest. Cloud sighed and tapped her forehead. "Hello, Yuffie!"

Yuffie jumped a little and blushed, embarrased. "A-heh...just now. He's nowhere to be found and there's a huge hole in his cell."

Cloud pounded his fist on the wall and grabbed his sweater. "Get everybody to the cockpit now, I'll meet you there--" Cloud froze in mid-sentence and rolled his eyes. "Yuffie, wake up!!!"

Yuffie jumped again and saluted. "Yessir, ---Oh GAWD you're so sexy---I mean Cloud!" And ran upstairs holding her red-hot cheeks. "Oh Gawd, I feel like a total idiot. Hee hee...but he's sooo cute...Tifa's so lucky to have a hunk like him..."

"We're going back to Ancient's City. That's where Aerith and Sephiroth are...and probably Racoon." Cloud announced to the startled group.

"Let me guess, you had another dream again?" Barret said. Cloud nodded. "I knew it...that's were they always lead us."

There were no objections from the rest of the team and they were on their way back to the Ancient's City. Tifa approached Cloud who stood before the Cockpit's glass window. "You sure have been dreaming a lot about her..." She said softly.

"Yeah, I think she's been trying to tell me something all along. That there was going to be danger, and that we had to stop it." He stared at the rising sun. "Only, I was too foolish to ignore it. Even though it's my responsibility to try and stop them...and now, she's gone ahead to face the danger herself." Cloud's voice trailed off as he saw the familiar mountain range appear in the horizion.

The got off the highwind and continued to the Ancient's City on Golden Chocobos that saved them the journey throught the Sleeping Forest. And they entered, slowly. It was too silent, too peaceful, that it spooked them all.

Cloud knew where he had to look, he knew wehere to find her. He told the rest of the team to follow him to the shell-shaped building by the lake. They did, the entrance to the lower level of the city was open and they followed the long stairway to the altar.

There she was, in the center of the shrine, just as she was a year ago before she left them. Her eyes closed, her hands clasped together in prayer. Cloud rushed forward to where she knelt, the others following behind. He knelt down and put his hands on her shoulders. She was warm, breathing normally.

"Aerith..." he whispered to her, but her eyes remained closed, as if she was in a trance, not responding to his gentle touch. " Aerith, we have to get out of here..."

"She's not going anywhere." An icy voice said from the shadows. They all looked up to see Sephiroth walking towards them with his sword drawn. Cloud stood up and drew his sword, while he motioned the others to stay and defend Aerith.

"What have you done to her, Sephiroth?!" Cloud felt his body tremble with anger at the same time fear. He never knew when he would lose conciousness again and fall under Sephiroth's spell. However, the other didn't raise his weapon, but just continued to walk towards them. Cloud's body tensed up as he prepared for a fight.

Sephiroth passed him and leaped to the air landing on an elevated plane away from the altar. There, he raised his weapon and dropped to his fighting stance grinning at Cloud. He leaped after him and they stared at each other with cold hatred.

"Cloud, please be careful." Tifa whispered as the two warriors engaged in combat. She turned her head to Aerith, she was still in prayer. She still looked the same way, except for a few bruises and scratches on her slender, white arms. Tifa smiled, and was glad that her friend was alright and finally back with them.

Cloud was breathing heavily now. Even after all his training, Sephiroth was still the better fighter between them, however he noticed that Sephiroth was holding his draws back. There had been a lot of instances where he could have cleanly cut through Cloud, but he'd stop and let him recover.

'He's making fun of me...why won't he attack?' Cloud stammered back and then jumped at Sephiroth who stepped aside and sent him to the wall. Cloud jumped back up. Then there was an explosion and the entire place started to shake.

"It's Racoon's beast..."Sephiroth whispered, turning his back to Cloud. "This will be a difficult battle. We have to fight it together."

"Together?" Cloud stood there baffled. Fight together with Sephiroth? "Why should I trust you?"

"Because, you have no choice. She did..." he pointed his sword towards Aerith. "Get ready...here it comes."

Just as they spoke, a huge claw tore through the ceiling sending glass and rocks falling everywhere. Then it's ugly, gorgon shaped head peeked through the hole and roared. Cloud and Sephiroth raced to the higest plane closest to the monster followed by Cid, Tifa and Vincent.

It was huge, almost twice the size of the Highwind and around it's neck, embedded in it's flesh were materia orbs, in the center was the black materia. It resembled a human, but it's head was covered with snakes, it had a pair of gigantinc wings and it had a long scorpion tail.

Cloud drew his weapon and summoned the Knights of the Round to their aid. But unlike any other battle, the monster flung the Knights off into the distance and laughed at them.

"Shi---!!" Barret hissed. The others were shocked, they tried every attack possible, but it just bounced off the monster.

"It's no use...our only hope is the Ancient...we have to keep it from getting to her." Sephiroth said. Cid jumped up to him. "What the hell do you care about Aerith anyway? And why the @#$#$ are you helping us?"

Sephiroth laughed. "Ignorant, fool, aren't you just glad that I am?" He turned to Cloud and stared at him coldly.

"Do you like my new pet?" Racoon called from above. They all stared at hi as he descended from the sky to the monsters shoulder. "This is my Materia Monster, it feeds on the energies of materia, just like I did...He is the accumilation of all the slaves I have." He looked at down at them. "I was hoping for a public execution, but I guess, now's a good time to kill you all." Racoon threw his head back and laughed.

"But maybe I will be kind and spare you the agony of a slow death..." Racoon, pointed to Sephiroth, "You, pet, where is Aerith?"

Sephiroth shrugged mockingly then he moved back and whispered to Cloud. "Get her out of here. I'll keep them busy. Don't face him until she has come up with a way to defeat this beast."

Before Cloud or any of them could protest, Sephiroth drew his blade and leaped up to the air attacking the monster. "Let's go, Cloud, no time to think about him!" Cid called and they rushed down to the altar where Red XIII and Yuffie were guarding Aerith. She was still praying.

"Stop them!! They know where she is!" Racoon commandend the beast. It's long tail lashing out at throught the hole and into the altar. Sephiroth jumped down with blinding speed, and landed in front of Aerith. He looked up and saw the monsters tail coming at them. He kicked Yuffie and Red into the water and picked up Aerith in his arms and jumped out of the tail's way.

"Aerith!!" Tifa screamed, the Altar was ripped to pieces and there was no sign of Aerith or Sephiroth. The monsters tail started to move towards them, Cloud grabbed Tifa and jumped out of the way.

"Damn, we can't beat it now...we have to get out of here!" Cloud said jumping to another rock as the tail whipped at them again. "To the Highwind now!"He ordered. He pushed Tifa into Cid's arms and jumped down to where Red XIII and Yuffie were, helping them out.

Aerith opened her eyes to find herself being shielded from the rubble by Sephiroth's body. "Sephiroth!" she cried weakly, her own body aching with from the blows and the strain on her. He raised his head and looked at her.

"There you are!" Barret came running towards them and removing the block that had fallen on Sephiroth's leg. "I can't believe I'm doing this." Barret muttered to himself, extending his hand to Sephiroth. Again the beast roared sending rubble flying everywhere.

"Get her out of here, now. I'll hold the beast back." Sephiroth said, trying to avoid looking at Aerith, who's eyes were pleading him to come with them. "Get her out, NOW!!" He ordered Barret pushing them off the platform and into the water. He drew his masamune and leaped onto the beasts tail climbing up to it's back and stabbing it.

The beast let out a big wail, as if a long and thick needle had pierced it's spinal column. The Ancient's City was crushed, and the structures fell one at a time under the great beast, while the Highwind rose above and retreated into the sunset.