A/N A bit different to my usual fare but I'm trying to branch out. I don't own any of them, all I do is borrow, play and give back.

The second Chakotay's voice rang out over the comm system, Kes tensed. She knew exactly what he was about to say. She was stood next to the Doctor, passing him equipment as he fixed the broken arm of a young engineer.

"Chakotay to all hands. Make your way to your escape pods. We're abandoning ship."

For a brief second, the Doctor paused. Then, with the tiniest shake of his head, he finished his work on the arm.

"Off you go crewman. You heard the Commander."

"Thanks doc," the man jumped from the bed and turned to Kes, "Are you coming?"

The sickbay was empty except for the three of them. The man headed for the door and looked pointedly away from the Doctor.

"Yes, she's coming," the Doctor answered for Kes, striding to his office. He threw himself into his chair and, as he heard the door close, rested his head in his hands. It was always going to come to this but he never thought it would be so soon. Just when he was getting the hang of things, the captain took them off on a mission of mercy and signed his death warrant, or at least the holographic equivalent.

"Doctor?"

Kes' voice was quiet as she stood in the doorway to his office. He looked up in surprise, his voice harsher than he intended as he said,

"You should be going. They can't wait too long for you."

"Can't we take you with us? There might be a way."

"It would take too long. There just isn't time. I'm not dying Kes. I won't feel anything. I'll just cease to be."

She sat down opposite him and hesitantly took his large hand between her two smaller ones.

"You will be dying, Doctor. You'll be dying to me."

"Then why are you here? You're only making it worse for yourself."

Chakotay's voice rang out again, "Engineering, I'm reading too many comm badges. Carey, get them all out except you and Hogan until I call you for the last time. You know the drill."

"Aye sir," Joe Carey's voice replied.

"Did you hear that?" the Doctor murmured, "Only key personnel should be still in the ship. Go, Kes."

With a defiant look on her face, Kes leaned back in her chair.

"I'll go. But first I want to thank you Doctor."

"You thank me after every lesson, Kes. I'm used to hearing it."

"I mean really thank you Doctor," she took his other hand, forcing him to face her and look her in the eye, "I've learned so much with you. I never thought I was intelligent enough for something like medicine. Thank you."

As she searched the Doctor's face for a reaction, to see that she was getting through, Chakotay sent out the call for all senior officers to report to the pods. Then he addressed the Doctor directly,

"Doctor, who's with you? Get them out now!"

"It's Kes, Commander. I'm sending her along now."

The EMH stood up and grasped Kes' arm, steering her towards the sickbay door. Kes struggled against him and managed to stop him pushing her into the corridor by holding onto the doorpost.

"Doctor, there's something else. You don't have to say anything but I just want you to know that I'm going to miss you so much. I'll carry on with my studies, I promise."

He swallowed and nodded gently, "That's good to know, Kes. You have great potential."

"I'll never forget you, Doctor," she whispered, tears coursing down her face, "Goodbye."

Standing on her toes, she kissed his cheek and hugged him briefly but tightly. Then she ran down the corridor without looking back over her shoulder.

"Goodbye, Kes," he called after her, returning slowly to his office and sitting down. There wasn't long to wait. He sat back and closed his eyes, considering deactivating himself but deciding against it. If he was going to go out, it may as well be as though he was really a medical officer. It was quite poetic to go down with one's ship. He tuned into the bridge, remembering that the captain had told him not to eavesdrop but reasoning that it didn't really matter now. He could hear the captain and Tuvok, the alarm sounding two minutes and B'Elanna's voice, fainter than the others, pleading for more time. Chaos as usual. For some reason, that was incredibly reassuring.

***

"Chakotay to Kes. We're waiting for you. Get here now."

"On my way Commander," she sobbed, running full pelt down the corridor.

As she rounded the corner, Chakotay was stood, scanning carefully with a tricorder.

"I'm sorry, Commander," she stopped, breathing heavily and wiping the tears from her face.

He took one look at her face and gently took her arm, "It's just our pod waiting. Let's go. Is the Doctor OK?"

Trust Chakotay to be the only one apart from her to remember the Doctor. His soft voice had the opposite effect of reassuring her as she felt a fresh wave of tears engulf her.

"I'm just going to miss him so much."

With a kind smile, Chakotay put his arm around her shoulders and guided her into the pod where Harry, Ensign Wildman and sixteen others were waiting for them. He helped her into a seat next to Samantha and indicated that the woman look after her. Chakotay took his seat at the helm next to Harry and, with little talk, launched the pod. Samantha reached for Kes' hand and squeezed it.

"I'm sorry Kes."

"Thank you. Where's Neelix?" she added as an afterthought.

"He took his ship and went ahead to find us a place to land. He didn't want to go but Chakotay promised that we wouldn't leave you behind."

"That's good," she said distractedly, staring out at the stars through the tiny port window.

"The Doctor had a lot of respect for you, Kes," Samantha whispered, "He told me once, when you weren't in sickbay. If he didn't say anything, then I think I should tell you for him."

"Thank you Samantha."

"I think he even used the word proud. It's sad that we couldn't save him Kes but try to remember that he wouldn't want you to cry for him."

"I know but it's so hard. He was my best friend."