As the sharp talons tear through his midsection, Billy thinks the ripping of his own flesh is the loudest sound he has ever heard.

"BILLY!"

Rebecca's voice is a clarion call through the pain, his suddenly murky vision turning to the young woman- Just a girl, really, he thinks- is sprinting towards him, a look of terror on her face.

His eyes turn back to the marble smooth, ever grinning face of the Tyrant as it towers over him and he suddenly feels as if all the strength has left his body. He tastes the iron tang of his blood in his mouth and wonders where it came from.

The last thing he sees as he crumples to the floor is Rebecca's tear streaked face, a furious yell piercing the room as she violently shoves the shotgun upward and unloads into the Tyrant's face.

She is still screaming, an anguished, lost cry as the mutant assailant topples backwards into the sewage, mired in waste. Her hand continues to automatically squeeze the trigger until all the shells have fired into the spot where the tyrant sank.

The sobs continue long after the uselessly clicking trigger of the empty shotgun has stopped.

"You... just gonna leave me here, princess?"

Rebecca freezes as the voice reaches her ears. At first she thinks she must be hearing Billy's voice admonishing her inside her head, an afterthought as brief as the bursting bubbles from the sewer sludge in front of her.

The shotgun clatters to the floor forgotten as she hears him draw a rasping breath.

Rebecca is at Billy's side at an instant, kneeling to his prone form propped against the concrete wall. She pinches her finger as she fumbles with the zipper of her supply bag.

"Good to see I can still make you come running..." He offers her a game smile even though his dark eyes are beginning to dull and loose the casual, easy warmth always present in his gaze.

Rebecca tries very hard to not notice the trail of blood pouring from his mouth.

She cannot bring herself to look at his chest, broad and muscular, barely rising up and down as he breathes.

And she bites her bottom lip so hard it bleeds as she sees the shredded flesh of his abdomen, gaping holes staining the navy blue fabric of his shirt a grim, dark brown.

The medic's hands automatically moved toward him, the antiseptic spray and gauze- pitiful little field instruments in the face of such trauma- gripped so tight Billy can dimly see white blotch the skin of her fingers.

With some measured effort Billy's hands come up and grasp her wrists and Rebecca wonders how it could be that her hands are shaking so badly yet he is the one that's dying.

"I appreciate the thought, sweetheart." He shakes his head gently and Rebecca is curious as how much pain it causes him.

Her entire body seems to shrink as she sags on her knees, breath rushing out of her body, hands releasing the first aid supplies to fall in Billy's lap unused.

She can't even find the energy to be the littlest bit aggravated at his use of "sweetheart."

"It wasn't supposed to go like this," she says, blue eyes trained intently on fidgeting fingers. "We're both gonna get out of here together."

Billy let out a humorless laugh that was cut short by a fit of wet, heavy coughing. Flecks of his blood, reminders of her failure, are flung across the air onto Rebecca's cheek.

She does not wipe them off.

"Looks like you'll be getting off the train solo." Billy wheezes and Rebecca smiles a very small smile in spite of herself as she thinks of their first meeting on the Ecliptic Express.

Rebecca's eyes take in the spreading pool of blood beneath the ex-Marine and wonders if even the strongest antihemorrhagic agent could save him.

"Not after all we've been through together. Not after I've found you again." Her teeth are ground together tightly in frustration, anger at her own failure to protect her partner transforming her words into a hiss.

"It's up to you to get out of here, Rebecca. You know that. Even if this wasn't..." Billy's eyes briefly seem to surge with life again before growing pale, "fatal, I'd be in no shape to go any farther. I'd just be a liability."

"You have to leave me."

The tears rush forward unexpected and Rebecca is shaking her head back and forth so hard it's painful.

"No. No, Billy, no. I can't. All those times you could've left me behind? When the centipede was crushing me? When I was hanging off the ledge in the boiler room? You could've gone ahead and saved yourself."

She looks up at him, gaze piercing as her eyes stare honestly into his, "But you came back and saved me every time. So let me repay you."

"I'm going to stay with you, until the end." And without preamble she crawls forward, mindless of the slick red blood on the floor, the surroundings of the treatment plant a world away as she lowers herself to Billy's side.

Her left hand gently trace his well-muscled bicep of his right hand and her small fingers work their way down the jagged swirls of "Mother Love". Her right hand hovers over his torso to feel his heartbeat fading.

"Does it hurt?" She asks quietly as her petite fingers thread themselves in-between Billy's larger ones.

And even though she cannot bear to look at his face, she knows he is smiling, voice full of the warmth she had somehow grown to love. "Not anymore."

Rebecca stays with Billy as he dies, cradling his right hand with hers as if to warm him back to life.