"James!" Sirius called, opening their dorm door. "What's up with Lily? I think you got some competition, she was with some old guy- James?" Sirius stopped talking when he saw James sitting on the bed, freshly showered, but looking at his hands.

"You alright, mate?" Peter asked.

The two began to approach James when they saw his eyes red as he looked up. "Hey." James acknowledged. "I've got to go." James said rushing past his friends, but Sirius grabbed his arm.

"Slow down. What's up?"

"There was an…I don't know what. But Penny Perry is really hurt." James pulled his arm out of Sirius' grip and rushed down the stairs, eager to return to the hospital wing.

Penny was standing next to her hospital bed, watching Madame Pomfrey bustle around her. "Shit." She muttered. She screwed up this time. She left her bed and saw Remus and James talking to each other. She felt bad that James' shirt was covered in blood.

"You should be more concerned with James' emotions than his shirt." Penny whipped around to see a tall man.

"Seriously? What are you doing here?" Penny was exasperated to see Death.

"You're on my list." Death's list appeared in his hand in a cloud of smoke and pointed to her name, three spaces from the top.

"This is it." Penny said morosely. "I'll never see Lily again. Or grams. Or Aunt Phoebe and Paige. Or Kyle. Jame-"

"You still have time. Your family has a nasty habit of circumventing me." Death almost smiled.

"I should be more upset." Penny realized. "I'm…sad that I won't see my friends, but not about dying."

"You were always a strange one, Penelope Halliwell."

"How do you know that?"

"I have known many Halliwells in my time. Your Grams was especially…hardy."

Penny laughed. "She's a survivor."

"And so are you." Death said, looking at his list seeing that Penny's name had disappeared. "You will live to see another day, Penelope."

Remus couldn't believe what was happening. His housemate was hurt. He and Penny were friends. Or as close as she would allow him to be. He realized that Penny kept everyone-but Lily- at an arms distance. He didn't know much about her at all. But she had this aura around her that inspired loyalty and love. He felt the need to protect the small witch. He snapped his head towards the entrance where he saw Lily rush in with an older man and entered Penny's area. What was going on?

Lily and Sam rushed to Penny's bedside. "Stop." Lily commanded.

"Get out of here Miss Evans."

"You do not have permission to treat Pen as a patient. As her proxy, I rescind the right." Sam spoke, anxiously waiting to heal the girl He didn't take his eyes off Penny, monitoring her status. Whenever he saw her, he couldn't help his longing for Pattie. He loved her so much and she was gone. He made it his mission to watch out for all Halliwells, even if their relationship was forgotten in time.

"You want her to die!" Madame Pomfrey cried out.

"Madame Pomfrey, trust me. She'll be fine. Sam is…a healer." Lily ushered the woman out of the area.

Sam quickly drew his hands over Penny's chest, knowing that wound needed to be healed first. "C'mon." He was relieved when his hands began to glow. After he finished healing her chest, he moved to her head. He was relieved that he wasn't too late.

Penny opened her eyes and groaned. "Sam? What are you doing here?"

"Seriously! Penelope Warren Perry H-"

"Sam!"

"Going off and being stupid is what got Pattie killed! How could you be so careless! You are the future! You and Melinda are the last hopes to continue this line! What the hell were you thinking!"

"That whitelighters were being killed! It's my calling to save innocents! I can't just ignore that!"

"You should have asked someone for help." Sam sighed.

"Thank you." Penny said, instead of acknowledging Sam's statement.

"You didn't leave me must choice, jelly bean." He smiled softly, using her old nickname. He stroked her hair. "You scared me."

"Want some lunch? We can go to the kitchens and grab something from the house elves."

"I'll never get used to those little gremlins."

Penny snorted as she got up from the bed. "We have to take care of the others before word spreads that I'm 'dying'." She scowled.

"Well, I've got whitelighter's memory dust. As always. We have got to stop doing this, Pen."

"We haven't used it on anyone on Hogwarts…yet" Penny smirked.

"You're a menace." Sam laughed.

Penny got up and went around the blinds to her bed, followed by Sam, but was startled to a stop when she saw many more people than she was supposed to in the Wing.

"Shit." Sam and Penny muttered, simultaneously.

"What-" Madame Pomfrey began.

"the hell is this!" James seemed beyond confused.

"Alright. James, Sirius, Pete. Um, Madame Pomfrey, let's go sit with Remus so he can here my…explanation?"

They backed up, but Sirius and James kept their eye on the witch.

Lily approached her, "What do you think you're doing."

"What is necessary. An old trick." Penny said grimly. It really was sucky that she had to take her friends memories.

Sam headed over and gave the four wizards and Madame Pomfrey a dose of memory dust and instructions to forget before going back to the girls. "My work here is done. Let's go see my gremlins, eh?"

Penny laughed and Lily shook her head. "I'll give you guys some space."

"You're family too, Lil!" Sam put his hand on her shoulder.

"I'm just gonna make sure the others are alright, ok?" Lily sighed, slightly worried about James. She had never seen memory dust used before.

"Your loss" Penny laughed. "You should see Sam with the house elves! You'd think a whitelighter who has met leprechauns and nymphs would have no problem with them, but he is so fascinated!"

"What can I say? House Elves don't need to be saved by your ol' grandpa."

"Great grandpa." Penny teased.

Sam looked indigent. "I am a great grandpa. But I'm hardly old enough to be a great-grandfather. I hardly look old enough to be a grandfather. We've got to get going before my charges need me."

After they left, Sam questioned, "Are you sure you're feeling all right, Jellybean?"

"My head is a little fuzzy and my chest is sore, but I'm better than dead." She glanced around before tickling the portrait that gained them entrance to the kitchens. They took a seat at a table the elves had set up, and while they waited for food, Penny leaned in across the table. "Something happened, though. Before I awoke. I saw…Death. I was on his list, but my name disappeared. He…Sam, he knew me. It was like he has been watching me or I've been on his list before."

Sam's eyes grew wide. "I'm going to go back to the Manor and talk to your grandmothers about this. It's a big deal. You can only avoid Death for so long. Look at Pattie." He grew sad. "We'll make sure you're safer for now on."

"That's not what I-" Sam orbed away "mean." She finished.

The Elves arrived with the food. "Great. Thanks. Just great." She muttered.

Sam orbed into the Manor. He knew there was something wrong instantaneously. The Grandfather Clock was smashed and a body was laying in the remains. Sam rushed over. "Phoebe!" He placed his hands over her and waited for the glowing to start. "C'mon dammit!" He started to cry. Pattie's baby was dead. He got up. His baby and Piper were still here. Maybe Melinda. He knew it was horrible but he was glad that Penny was injured earlier so she wouldn't have been here.

"Piper! Paige!" He called. Running to the attic, knowing the girls would've headed there first to get to the Book. "Paige." He kneeled down again, trying to heal his daughter. "C'mon, Paige." His hands weren't glowing. "Paige! Dammit! Heal!" His hands remained over his daughter.

"Sam." Kyle breathed. "I thought you were…Sam. It's over. The sisters lost." Kyle had tears leaking out of his eyes. By the time Paige called me, Pheebs was…Piper is in the sunroom. Paige was the last one."

"What happened? Where were you?" Sam got up and pushed Kyle.

"Sam. I couldn't have done anything. There were so many demons! They overwhelmed the sisters! I couldn't do anything. Everytime I went to heal one of them, I would have to help another!"

"They're really gone."

"But they went out the way they wanted." Kyle slid down the wall, sitting on the wall.

Sam sat down next to him. "Penny got hurt." Kyle looked up sharply. "She's fine now. I had to use some memory dust. But she's healed."

"How are we going to tell her? She still can't handle Chris' death."

"After Pattie died" Sams voice cracked "I had a really tough time. It's not the same. But I was alone. My family was Pattie and her daughters. I gave my daughter up. I lost everything. I was alone. At least she'll have you and me. And-"

"Melinda." Kyle sighed. "We should tell her first."

"In a minute. Let her have one more minute of happiness. Once she finds out her world is going to shatter again." Sam shook his head. This couldn't be happening.