A/N: Ok, so this is just a short, pointless one-shot that I thought up after watching a HHAW music video on youtube with the song "Memories" by Within Temptation.

One VERY IMPORTANT thing to note, this is NOT a gay pairing/slashing, whatever of Horton and Ned. I swear it's PURELY ONLY pointless fluff about their friendship and them remembering the life changing events they went through together.

I think this is the first Horton and Ned one-shot, at least from what I've seen, so HOPEFULLY it doesn't suck. I'm not really that good at writing, but I like to think things through and include a lot of details, so hopefully a song fic will work for me.

Please review even if it's just constructive criticism! Otherwise I get the impression that it sucks and it's too painful for people to review (which is likely).

Oh, and you can listen to the song on youtube or something while reading this to set the mood more than just reading the lyrics. It's called "Memories" by Within Temptation and it's a beautiful song that is sad but has a little more hopeful (or painful) tone to it towards the end.

Anyways, sorry for any stupid mistakes if I made any, its like 3 in the morning and I can't get really get to sleep until I finish this. BTW, all the lyrics seem to fit but just ignore the words 'darling' and 'love' in that one line, if you know what I mean, and the over usage of the words 'Memory' and 'Memories' is on purpose.

DISCLAIMER: Believe it or not, I don't own Horton Hears a Who -all gasp-. Obviously, the book and all the characters are owned by Dr. Seuss and the film interpretation and design for the characters belong to Blue Sky Studios.

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It has been another clear, sunny day and the sun is now getting lower in the sky. After a long day, the inhabitants of Nool are beginning to get tired and start heading back to their homes. While the other animals start checking in for the night, Horton decides to take a late afternoon stroll. He smiles as he watches the other animals pass by him, all going on with their own business, oblivious to him at the moment.

Everything was at peace. Everything was how it should be: the Wickershams weren't attacking anyone (at least not at the moment), Kangaroo wasn't trying to kick him out of the jungle, Vlad wasn't chasing him, he wasn't being chased by an angry mob, Whoville was safe…

He paused at the thought of the tiny town, both mentally and physically. He sighed, and started walking again, memories of those short, few days spent with the speck on the clover now flooding his thoughts.

Memories…

'That's all they are now', he thought, with a quick glance toward his empty trunk, which no longer held a pink clover housing an entire civilization, 'Nothing more…only memories…'

In this world you tried

Not leaving me alone behind.

There's no other way.

I prayed to the gods let him stay.

It was true, there was 'no other way'. The Whos needed to be kept safe on Mount Nool, away from all the dangers of the jungle. Even now, when everyone knew about them and had heard them, Whoville was still the size of a dust particle, and not particularly easy to spot if it somehow got lost in the jungle.

The memories ease the pain inside,

Now I know why.

Horton recalled his conversations with the Mayor, probably the closest friend he had ever had. Even Morton, who had been his best pal for many years didn't completely believe him about hearing voices from a dust speck. Although, the kids seemed to believe him, but then again, they were kids. And besides, they seemed to be more intrigued by the concept of controlling and leading an entire civilization rather than protecting it.

All of my memories keep you near.

In silent moments imagine you here.

All of my memories keep you near.

Your silent whispers, silent tears.

True, the memories did comfort him a little, but Horton really wished that he could talk to his friend again. Sometimes, he could have sworn he heard tiny voices drifting by, but it always turned out to be just the wind or a bug buzzing in his ear. Soon, without realizing it, he had begun heading in the direction of Mt. Nool, following the same path that he had taken on his journey, but this time there were no obstacles… no one to protect… and no one to talk to…

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Meanwhile, in Whoville, everything was running smoothly as always. The day was coming to an end in Whoville as well. Who children were being let out of school and parents had begun coming home from work. It had been many months since their entire city and existence had been threatened, but luckily, thanks to Horton, they were now at peace. There were no more drastic weather patterns or sudden tremors now that they resided in a safe and stable environment on Mt. Nool.

The Mayor, who should have been heading home at this time, was currently staying extra hours at his office, signing paper work, and planning out the next celebration and parade to celebrate the coming of summer next month.

That's right, it was the middle of May. In fact, the fifteenth of May to be exact and of course Ned hadn't forgotten what day this was (besides he is the mayor and needs to keep track of these things).

His real reason for staying late at the office was because this was the day that he had met Horton, an entire year ago

Made me promise I'd try

To find my way back in this life.

I hope there is a way

To give me a sign you're ok.

Ned looked up from his paperwork with a hopeful glance at the horn that he had, in fact, kept lodged in his drainpipe the entire year. He guessed that no one questioned him about it because they understood what he had been through, losing his closest friend. Even the Chairman never said anything about it. Maybe it had something to do with when Horton had called him a boob.

Ned quietly chuckled at the memory, silently thanking his elephant friend for getting back at that green creep who had it coming. He would never forget the look on the Chairman's face! If only Horton could've seen his face… or any of them for that matter. Ned's small smile faltered as a wave of sadness and loneliness crept over him. He paused a minute still gazing at the horn and listened closely, hoping by some odd chance that Horton would come back.

Reminds me again it's worth it all

So I can go on.

Unfortunately, as always, the horn yielded no reply. The Mayor looked away sadly, remembering that they now resided on a mountain and that climbing a mountain wasn't exactly a walk in the park. Was it really worth it to be safe but lonely? He shook his head to clear his thoughts. He couldn't think like that.

Horton had risked his life so that they could have this: peace and safety. Besides he had his wife and his…rather large family, so he forced himself to continue on with his life everyday. Besides, he had an entire city to manage…

Still, he wished that Horton could visit…

All of my memories keep you near.

In silent moments imagine you here.

All of my memories keep you near.

Your silent whispers, silent tears.

Ned put down his pencil and silently pushed his chair out from his desk. He got up and walked out onto the balcony, trying not to look at the horn as he passed it. The Mayor reached the railing, leaning on it with his head in his hands, as he gazed down at the oblivious Whos below.

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Back in the Jungle of Nool, Horton continues following the old route towards Mount Nool from that time a year ago. He hadn't forgotten what today was either: the day he found the dust speck, and the day he met the Mayor…

Horton pulled himself out of his thoughts for a minute and realized that he was now standing in the middle of the deserted field where the mob scene had taken place.

He recognized the rock that the Kangaroo had commanded the mob from and where he had taken a stand for Whoville, gazing at all the faces that surrounded him with determination.

And in the end the Whos had made themselves heard by shouting 'We are here' in unison. Horton smiled at the memory, almost hearing their tiny shouts.

And of course, he couldn't ever forget… 'And I'm getting closer than I ever thought I might.'

Horton had also felt his friend's presence so strongly during those words that it was almost as if they were singing side by side…

Separated by an invisible barrier…

So close…yet so far

Together in all these memories

I see your smile.

Ned glanced to his right, gazing at the spot on the balcony where he had sung a duet with Horton. Of all his memories, this was the one he treasured the most. His most precious memory… The one time that he had felt Horton's presence the most… In fact, it seemed so strong that he could've sworn he saw Horton for the tiniest fraction of a second…

All the memories I hold dear.

Darling, you know I will love you

Til' the end of time.

Both Ned and Horton wonder simultaneously if the other is thinking of them right now… But they both somehow already know the answer… After all, friendship is a form of love. A weak form, but a form no less.

Both pairs of sapphire eyes gaze up in wonder; Horton's gaze falls on Mt. Nool in the distance while Ned looks up into the late afternoon sky.

All of my memories keep you near.

In silent moments imagine you here.

All of my memories keep you near.

Your silent whispers, silent tears.

Ned and Horton, in perfect sync, close their eyes, deep in thought, both placing their hand/foot over their hearts as if feeling the other's presence…

Both are lost in the moment, completely oblivious to anything going on around them. This moment seems to last forever; as if time itself has allowed them to delay it.

All my memories...

Removing their hand/foot from their chest, they place it instinctively in the air, as if they were touching an invisible wall. At the exact same time they sing the last line together. Their voices blend together as one, both knowing and feeling that they were 'getting closer than' they 'ever thought' they 'might' and that they 'couldn't fight this feeling anymore'.

EDIT: Well, that's about it. Out of all my stories so far, I think that this one is the one I'm most proud of, even if its boring and not that good. At least this doesn't make me cringe as much as my other stories. Now, I look back at them and go "What the heck was I thinking?!" Thanks so much to the 1 reviewer from a while ago, I'm glad that someone doesn't think it was completely horrible. Reviews are always welcome, I'd really like to know how I can improve on things like characterization and story structure (since I basicly suck at it --) So if it's not too much trouble, please review!