AN:: I know this is a bit out of character for me, but I have loved Beaches since I was five years old, and watching it over again, I decided that I would make a CC/Hillary pairing, because it just made so much sense to me watching it now, and I really love the idea of the two of them together.
I hope you all go and watch this movie if you haven't seen it already, and enjoy my mind creating things that never were really supposed to happen :P

Also, another reason for going and watching this movie, is that you WILL NOT understand the last quarter of it. There are a lot of things you need to understand the references to, so please please please go watch "Beaches" with Barbara Hershey and Bette Middler, because it's worth it, and it's a fantastic movie, and this story will make a lot more sense.

Disclaimer - Not mine. I love it, but alas, It is not mine... I am just abusing the characters to fit my own little fancy.

Love to you all.

Enjoy. (R&R)

She walked into the ICU with purpose. As soon as she'd gotten the letter for her to come down to San Fransisco she did - there was no question. Not a doubt in her mind that everything would be dropped for the only person who knew her more than anyone else. After all the years, and letters, and marriages, and fights, and obstacles that were put in their way and that they put in their own way, it was always the two of them.

She hated hospitals. Everything about them from the smell to the horrible monotone of the walls and the floor tiles and everything. The curtains were drab and hung there lifeless.

God - lifeless. She couldn't think of words like that right now. It was too much.

CC handed her paperwork to the nurse, impatiently waiting the second and a half until she was led back to the private hospital room just behind the nurses station.

And she couldn't believe it. Her hand went over her mouth as soon as she set eyes on her oldest friend laying on the bed gasping for air in her sleep - hooked up to tubes and wires all over her. Her hair was sticking to her face with the sweat she'd worked up just trying to breathe on her own. Tears rushed to the red-head's eyes immediately.

This was wrong. Everything about this was wrong. Hillary was always the strong one - the one who would keep a level head when things went wrong, and the one to solve problems whenever they came up. She was the mother, the one who knew what to do without being asked, because that was how she was. She was in control because that was what she did. Even when they'd first met. Ordering the waiter around because she knew she could. She was the smart one, who could handle anything.

She wasn't supposed to die first.

Her skin was almost grey, it was so pale, making the bags under her eyes come out all the more.

CC's heart ached looking at her.

She took a few tentative steps forward, trying to hide the tears in her eyes.

"Hill.." she said softly, hoping her friend would wake softly. But there was no change. "Hill?" she repeated a bit louder.

Hillary's eyes popped open, landing on CC in moments. Only a hint of life was left in them, but all of it focused on the woman she'd known nearly all of her life. Just seeing her there was enough to know that she had time left to fight for, no matter how fleeting it might have been.

CC smiled. Not the kind of smile you have when you're happy, but the one that takes shape only to give joy to another person in their time of need. She wasn't used to being the one who had to give strength. "Hi.." she whispered. The tears were coming on fast and strong, but she held them back.

With a few large gasps, punctuated with the beeping of machines in the background, there was a small smile appearing on the brunette's face. "I waited for you..."

She smiles that same tormented smile again, only hoping Hillary doesn't see the pain behind it, as if it were anything but completely visible. "I'm here now." she nods. She doesn't know why it's hurting so much when she's been preparing for this for so long.

"I wanna go." Hillary says soundly, looking straight into the big green eyes she's memorized by now. She wants so badly to say everything else, but she knows there isn't the time right now. "I don't want Victoria to see me here."

"Are you sure?" She asks, although she knows exactly the answer before she's given it. CC smooths some of the chocolate hair back from Hillary's face, maybe giving herself more comfort than her friend. "Are you really sure?"

The whispered syllables do no justice to the strength of the word Hillary puts all of her faith into.

"Absolutely."

The doctors didn't let her out of the hospital easily, but it's what Hillary wanted. She couldn't have the last moments she spent with her daughter to be in a hospital room, even if it gave her a few more moments, they would be moments that would be looked back on with a dark cloud over them, rather than the sunset of the beach that held so many memories for them.

CC stood watching from the porch while her best friend all but said goodbye to her daughter. She looked so helpless, sitting there, only being able to get out a few words at a time. But they were words Victoria would never forget.

The sunset created the perfect array of colors. It was peaceful and happy, just like the rest of the life she'd given her little girl. She wanted to make sure that their last memories would be just as serene as the ones she'd already set into her daughters life.

As soon as the little girl ran off to play in the sand again after hugging her mother, CC went over and sat next to her friend.

Hillary's oxygen mask was already taken off, and CC knows exactly what that meant.

She was ready.

Hillary has been ready for a while now, though. All of her affairs are in order and she's been preparing for almost a year. She's delt with the fact that her life is going to be over, and that there's nothing she can do about it. She's already come to terms with the fact that she's not going to see her daughter get married or fall in love, or to have grandchildren. She's put everything away and accepted it aside from one thing.

CC put her hand on Hillary's. The brunette turned her head and gave her friend a weak smile while turning over her hand to hold on for dear life. She' looked deep into the big green orbs she's always looked into, wishing they saw what she did.

"CC.." she nearly whispers.

The red head turned her head to smile. "Yeah?"

"Do you ever think about what would have happened if we'd never met that day in Atlantic City?"

CC laughs, but shakes her head, looking back out on to the water. "No. I can't imagine my life without you in it." She feels more tears coming to her eyes. "I still can't." Her bottom lip begins to shake as a few tears slide down over her cheeks. "What am I going to do without you, Hill? I don't even know me without you."

"You'll be as amazing as you always are." Hillary smiled big this time. "And I'm sure you'll exploit this by writing a song or two.. right?"

That made CC laugh. "You and your damn jokes. They're so stupid, but they've always made me laugh."

"All I've ever wanted was to make you laugh, CC."

She looked over at her friend again. "What do you mean?"

Hillary looked at her for a moment, studying her. "I wanted you to come to the beach house with us this summer so I could tell you something, but I couldn't do it. I was so angry and sad, and too busy with coping to tell you, and now it's too late."

"Tell me what?" CC sat up in her chair, looking at her friend with curious, nervous eyes. "It's not too late, Hill, I'm right here... What is it?"

The brunette knows it's now or never. "I love you, CC."

CC feet tears rolling down her face some more and wiped them away with her free hand. "Oh, Hill.. I love you too, you know that..."

"No." she shook her head weakly. "No, I'm in love with you." Tears are brimming her own vision. She knew it was too late, but she had to tell her. Everything needed to be said before there was nothing left to say. "I've been in love with you since those damn Christmas carols in the apartment back in New York." Between crying and already having trouble breathing, Hillary was nearly hyperventilating by the end of her sentence.

Without any hesitation CC jumped over to sit next to Hillary's legs, tucking hair behind her ears and Shh-ing her back to breathing steadily, or as steadily as she could. "Hill, calm down, please... don't let go, not yet.."

"I love you." she gasped again. "You're my very best friend, and you know everything about me, and I love you so much."

"I love you, Hill, I do.. I love you, too." CC was sobbing. She took both of her friends hands in her own. "Why are we so stupid?"

"I was afraid I would lose you if I told you."

"Never." She kissed the cold knuckles she had a hold of.

Hillary was calm. "Kiss me."

CC looked up at her wondering if it meant what she thought it did. "I don't want you to go yet..."

"I need to."

"What about Victoria? She'll see.."

Hillary shook her head slightly. "She's playing. I want you to kiss me." She let CC wipe tears from her face. "I want you to be the last person who kisses me, CC."

She just nodded, taking one of her friend's hands and putting it on the side of her own face. Once it's there, Hillary is able to hold on by herself. Before she leans in she whispers words she's held back for so long. "I love you. I've always loved you, Hillary."

Another tear rolls down her near lifeless cheek. "I love you, too."

CC leans in and closes the space between them, letting their lips meet for the first and only time. The encounter is sweet and honest. Their tears mix on their cheeks as Hillary deepens the kiss a little, pressing her hand to CC's neck to bring her just a little bit closer. Both feel like they're complete - like they have found that one part of themselves that makes everything right.

Then it's gone. The hand on her neck and the acceptance at the other end of the kiss is all gone.

CC waits a moment before pulling back, to see her oldest friend laying lifeless on her beach chair.

The air was taken from her lungs as she let her head fall to Hillary's shoulder, crying like she'd never cried before in her life. Everything she'd ever known as a constant in her life was gone in that moment. Nothing was left, other than the hollowness of what she'd built in her fame.

She didn't know how long she'd sat there next to Hillary's body, but as it got darker, she composed herself, and went to get Victoria. She told the little girl her mother was just resting, and that she was going to help her to bed after she was in bed.

The girl went to bed as she was told. As soon as she was asleep CC called the ambulance, who came without their lights on as requested.

Dear CC,

By the time you read this I hope I've already told you everything, but I'm not sure if I was brave enough. I'm not as brave as you are, and I never will be.

I love you.

Not the way I've told you I loved you for years, but loving you the way I should have for so long. I'm in love with you.

I couldn't ever tell you - I'm not brave enough, nor am I strong enough to deal with the aftermath if I told you and you left. I worked it out in my own mind that I would much rather have you with me as my dearest friend than to not have you with me at all. Looking back, I realize just how stupid I was, and if I could go back I would.

You were the only person who could ever make me feel like I was good enough and no where near good enough at the same time. You made my heart beat faster than anything else, and my mind has spent more hours on you than anything else.

That day I was first taken in to the hospital from the court house, when I went down the only thing I could think about is that I didn't have a chance to say goodbye to Victoria, and that I didn't tell you how I felt. I know this isn't the best way to tell you either, but I suppose we all have our faults.

On that note, I will also tell you that I'm leaving you everything. You get all of it. I'm giving you all of my money aside from what I've put away for Victoria and her college and when she gets married - it's all yours.

You also get my baby. I wouldn't want her raised by anyone else.

You know everything there is to know about me, and I want you to tell her all of it whenever she wants to know it. I don't want you to lie to her either. Tell her when I was being stupid, and when I was the smartest person on earth, and about her father. You can decide if they should meet someday or not with her. But I need you to take care of her like I would. You two are so much alike, I know you two will keep each other company. I love you more than anything, and you should be the one to raise my little girl.

I've made sure my father's home is already put up for sale, and the money from that will go to you as well. Don't even think about debating my decision, and living there with Victoria, because that isn't the life you want. You need to travel and perform, and Victoria will love to go places and see things with you. Somehow she has the spirit that you do - one that's restless and wild. I'm know I'll be at peace because I am so sure you to will entertain each other.

I love the two of you more than I can say on this paper.

I wish I would have had the courage to tell you sooner so we might have made any kind of a life together, and I know I'm too late. But hopefully, the two of you can make the family I wanted with the three of us.

I want to leave a little piece of me with you, not just for her sake, but for yours. You need someone to balance you out, and make you think past that big orange mop of yours.

Stay you, CC. Stay that girl I met in Atlantic City all those years ago when I was lost and you were the head-strong, confident, loud personality that took over a room when you stepped into it. I suppose that's how we always were, wasn't it? -Forever being yin and yang, and making up for the others misgivings. And I wouldn't have changed it for the world.

I love you.

I love you both. Make sure Victoria always knows that.

Love,

Hillary Whitney

P.S. I love your hair.