From here on out, assume omniscient POV unless otherwise stated.

Also, thanks for reviewing guys, glad you're liking it so far! Cloelius Princess, interesting you mention all the lines of dialog, as I keep wondering if their speech is a bit wordy in places, particularly with Beast. He does seem like, well, a beast of few words and sometimes I have him talking like it's going out of style. I've been justifying it somewhat by reasoning that he's more open now and has someone to listen to him and he does need some outlet for his feelings now that he's no longer throwing tantrums. But a big part of it is I struggle to get across all I want to with shorter dialog. Funnily enough, his speech about how he could neither confirm nor deny Belle's role in breaking the curse was to end without mention of her helping him after the wolf fight. Then I figured he could realize that was sort of the turning point for him and he could tell her that without violating the sort of gag order he's under. Maybe I'll try a 'less is more' approach with the dialog.

And just to warn everybody, this is a pretty downer chapter. So much a downer, in fact, that I should warn that it contains contemplation of suicide.

Oh, and one more thing. I'm giving strong consideration to a title change for this story. Not 100% sure but something's in mind that might be slightly more fitting. Just want to throw that out there to allay any potential confusion before it happens.

After Philippe's deposit was cleaned up, and the sentient wheelbarrow that came in with Belle had gone back outside with its load, the Beast turned to Maurice.

"Monsieur," he said. "Why don't we find a room for you to sleep in? One more comfortable than the accommodations you found up in the tower."

"Thank you sir," Maurice said, warming up a bit to the furry creature who did indeed show another side to his character.

But as they entered the castle's main hall, they saw a panicked Cogsworth making his way to Lumiere.

"Lumiere!" the mantel clock said. "It's happening! Maestro Cadenza has just fallen under full effect, followed by his dog Froufrou!"

"I guess it is over mon ami," Lumiere said.

Oh no, the Beast thought. It's happening, and now I get to watch it all go down. Guess I deserve it.

"Chip," Mrs. Potts called out as she rolled in on her cart. "Has anyone seen Chip?"

But before anyone could respond, Mrs. Potts succumbed to the curse, her face disappearing.

"Mama!" Chip called. "Where are you? Something's wrong! Plumette just fell over and looks like a real feather duster now! Mama!"

The Beast, with a heavy heart, rushed to Chip and lifted him into his paw.

"I'll take you to your mother," he said softly.

But the Beast didn't want Chip to see that his mother was now just an ordinary teapot. So he walked slowly, paws cupped to shield Chip from seeing anyone become inanimate. He hadn't wanted to watch the others turn completely, and here he was in the midst of it, and the final transformation of the youngest and most innocent resident was happening right in his very paws.

"Master I feel weird," Chip said. "What's happening to me? Where's my mama?"

"It's okay Chip," the Beast said gently, trying not to let the young boy detect that he was distressed. "We're almost to her. It's all right. It's all right Chip."

The Beast hoped he was being comforting to the child. He wished Mrs. Potts could have lasted until after Chip turned. He knew that while Chip understandably wanted his mother, he would only be traumatized to see her inanimate. So the Beast did the best he could, speaking soothingly to him until they reached the cart and the Beast watched as Chip's face disappeared and he became an ordinary teacup.

"Here's your mother Chip," the Beast said sadly, setting the now inanimate teacup on the cart, making sure he was touching the teapot that used to be his mother. "I'm sorry."

After taking a moment to silently mourn over Mrs. Potts and Chip, the Beast turned to see Belle comforting Chapeau as his final movements came to a halt.

"Lumiere! I...can't...speak..."

The Beast looked over as Cogsworth seemed to be enduring a rather painful end to animate life and Lumiere told him it was all right."

"NOOO!" came an anguished cry from the Beast as he rushed over, dropping to his knees by what he sensed were the last two remaining servants. "Cogsworth! Lumiere! I'm so sorry!"

The Beast touched a paw to the clock who was fighting his best to hold on just a little bit longer.

"Lumiere...my friend," Cogsworth croaked out. "It was an honor serving with you. And Master...I'm sorry...for what I said earlier...no matter what...I'm proud of you..."

And then he grew still, now just an ordinary mantel clock.

"The honor was mine," Lumiere said, starting to weaken, knowing it was now his turn. "And I'm also proud of you Master. Please promise you'll...stay who you've become. That you'll...never let yourself forget the kindness within you again."

"I promise you that Lumiere," the Beast choked out, then watched as Lumiere spun around, completely inanimate when he came to a standstill. His flames died out, signalling that his transformation was complete.

The Beast stood to find Belle at his side, tears falling from her eyes. He blinked as tears threatened to spill onto his own furry face. He would fight to hold them inside. Little did he know Belle saw his struggle as she placed a hand on his arm.

"Don't fight it," she said softly. "Tears mean you truly do care. Holding them in means you think maybe you should deny it. And if you don't let them go they'll just eat at your heart."

So he did allow some tears to dampen his fur, but remained silent, the shudder of his body the most obvious sign of his distress. After a few minutes he was able to collect himself enough to speak.

"I'd hoped I wouldn't see it happen," he said. "But I suppose it's just as well. I suppose I owed it to them to bear witness. The hardest was Chip."

"I'm sure you were a comfort to him," Belle assured. "You did right sparing him having to see his mother as she was as he was turning."

"He wanted to see her," the Beast said. "But I knew seeing her as she was would not provide the comfort he sought. I just hope I came close." He shook his head sadly. "Let's get your father into a room."

After Maurice was in a room, the Beast and Belle went to the kitchen, confirming that all kitchen staff were now under full effect of the dreadful curse. The Beast spied a once animate knife on the counter and picked it up, holding it in his paws, turning it over. He thought perhaps he would drive it through to his own heart. Why should he live when the others were denied the same? That is assuming they weren't just trapped within the objects they had become. The Beast pointed the knife at his throat, realizing that driving it through his ribcage might not be as easy as slashing his jugular and letting himself bleed out.

"Put it down Beast," Belle said softly but with a firm edge. "I can tell what you're thinking and I don't like it."

The Beast complied. He let Belle lead him out of the kitchen.

"How are you feeling?" she asked as she led him toward the west staircase. "Physically I mean. Injury-wise."

"Well my shoulder is rather disgruntled," he said. "But that's really my only physical complaint."

"If you start feeling weak or lethargic, you may be losing too much blood," she said. "That will mean we must choose stitching over the bandaging sooner rather than later. But you seemed not so bothered by the thought of blood loss a few minutes ago."

"You're bothered by that," the Beast observed.

"Of course I'm bothered by it," Belle said. "And I'm sure the person that knife once was would have been too."

They were in the west wing now, just outside the Beast's bedroom.

"You'd better get some sleep," Belle said. "I will sit up with you and make sure you're okay."

"No," the Beast said softly. "You need sleep too."

"Perhaps I'll nod off in the chair," Belle said. "But I want to be where I'll wake if you stir. That way I can make sure you get what you need."

"I'm fine," the Beast insisted. "It'll take more than a bullet to the shoulder to do me in."

"I'm not just worried about that," Belle said. "I'll not be able to sleep wondering if you might do what it would take. You're deeply troubled, and after what I saw in the kitchen I don't dare leave you alone."

"Very well," the Beast sighed. "I suppose promising you that I won't do anything rash won't alleviate your concerns sufficiently."

"I'm afraid not," Belle confessed. "I just lost many friends tonight. I couldn't bear it if I lost you too. I never realized this until now Beast, but...I've grown to love you."

"W-what did you say?" the Beast asked, not sure if he dared believe his ears.

"I love you Beast," Belle repeated.

"Well I love you Belle," the Beast said, drawing her into an embrace.

While knowing he had her love should have been a comfort to him, the Beast suddenly felt the devastation grow much more profound. If he had confessed his feelings earlier, perhaps she'd have realized hers. He knew now that there was a good chance they would all be human again. And that the fate of all the others would not be what it now was. While he was glad she loved him, this fact now made his sorrow for the castle's other inhabitants so much deeper.