A/N: I was sooooo depressed about the rerun thing Sunday night and decided to write a nice death fic. lol. Umm thanks to Elyse for helping and esp. to my friend Courtney who inspired the idea for *how* the death occurs in this fic, even though she wishes it would all really happen, only w/ out the romance part. lol.

PS- all the lyrics are from "Memory" in the musical "Cats"
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Shattered

Midnight, not a sound from the pavement
Has the moon lost her memory?
She is smiling alone
In the lamplight the withered leaves collect at my feet
And the wind begins to moan

Every street lamp seems to beat a fatalistic warning
Someone mutters and the street lamp gutters
And soon it will be morning

At twilight one summer evening, the two figures stood, enclosed by the chain link boundaries of the dank, dusty building.

They spoke in hushed tones, isolated and fearful yet somehow offering an eerie assuage to the listener.

The danger came from nowhere, really. There was no warning, nothing predicted. All seemed to be going on its normal way, and the bright moon rose against the satin purple sky as it always did, and the orange sun glowed and turned red as it dropped behind the rolling hills, as it always did.

The two figures, darkened in the blue and gray shadows went about their meeting as they always did.

But suddenly, everything changed.

The ground began to growl and grumble, shaking furiously. In a seemingly angry rage it cracked and crumbled, destroying all above it without a care.

They realized what was happening as the metal links began to rattle, and the one dim light shook and trembled then flickered and died out.

They pulled each other close and ducked down, nothing but the small wooden table and each other's arms to protect them.

And the table broke from force and then all they had was each other's arms.

They thought that was all they needed.

Neither noticed the shadow of metal falling from the ceiling, rushing to its victim. The dust began to settle, then the metal landed.

She gasped as she felt the impact, but then her world of vibrant color went black.
*****
"Syd? Sydney?"

She heard the voice in the back of her mind. like a far off echo.

"Syd? You awake?"

The distant voice spoke again, soft and warm.

Her eyelids slowly opened. They felt heavy and they drooped. She inhaled sharply at the sudden shooting pain in her head. Her vision was blurred and she could define only an outline of the person standing over her.

She felt a warmth on her forehead through her confusion and the pain died a little. A hand. A matted hair was soothingly placed behind her ear.

"Syd, you're up. I was worried. You were hit pretty hard."

She searched her fragmented mind and suddenly it fit. "Vaughn?"

"Hey."

"I think I'm starting to remember what happened."

"Good," he said softly, relieved.

She brought her hand to her temple, hoping to numb the ache. It didn't help.

He stared. "What's wrong?"

She shook her head and took her hand back down to the hospital bed. "My head. It hurts so badly. I can't make sense of much."

He lightly touched her forehead again, wishing he could ease the pain.

She smiled just ever so slightly, comforted, although she was beginning to feel dizzy again.

She cupped her hand around his, still by her hair. Gradually, she felt everything slipping from her mind's grasp. Very slowly, the pictures around her were beginning to fade and the edges blurred again.

Darkness was overtaking her, and she knew her time was running out.

She laughed sadly.

He looked into her glassy brown eyes. "What?"

"I was just thinking about the irony of it all."

He was confused. "Of what?"

She smiled regretfully. "Super spy Sydney Bristow's life didn't end with a bullet to the heart from a rival agency. She didn't run a millisecond too slow from an explosion. As it turns out, Super spy Sydney Bristow's life was taken by a shifting in the earth's plates."

She squeezed his trembling hand and looked back into his misty green eyes.

"Syd... what are you talking about? You're going to be fine," his voice shook and as much as he tried to convince himself, he knew her words were true.

"Vaughn, it's okay. I... I'm not so scared anymore."

"Syd..." he whispered, putting his hand softly on the stiff white pillow by her face. She placed hers on it.

"I know," came her response.

With all the strength she had left, she lifted her head from the pillow and sat up to meet his eyes.

"No, Syd. You should rest."

"Vaughn, resting won't help. I'm slipping already. Everything's fading. Vaughn, I'm going to die."

He gently stroked her matted hair and she sighed.

"Sydney, you can't give up."

"This isn't about giving up. It's about what I'm giving up. I'm giving up fighting when I should be the one down; smiling when I should be sobbing. I'm giving up the lies.

"When that warehouse started to come down on me, I knew it was the end. You got out and I didn't, but I knew you tried. I was already down from the first piece, and you just couldn't get me out in time. But it's okay. The truth is, I probably wasn't supposed to get out."

He took a deep breath and let her continue.

"Then it all just came down. Now I remember you digging through the metal and finding me, and taking me here. I was completely out after that. But it was just too much damage. It's really a miracle I'm talking now. I should have been gone hours ago."

"I can't lose you, Sydney."

"I don't want to lose you, either. I want to be able to say that I'll still be around and will never really leave you, but honestly I'm not sure. I don't know what's going to happen. All I can promise is that for some reason, I got the chance to have this last conversation, and..." her voice faded off, carried by the wind.

"And...?"

"And to tell you... I love you, Michael."

He nodded slowly, the tears raining down like the soft summer storm outside. "I love you too."

She smiled for the last time, the sparkle in her eye dimming fast. The ounce of energy she'd been holding on to to sit up drained away and she began to lean towards her pillow.

He reached out and held her up, cupping her face in his hands.

Those last moments were savored, as her brought her closer and they kissed.

It was a beautiful first, but it was a tragic last.

It was incredible pleasure yet excruciating pain.

It was sugar sweet but gray misery.

And when it was over, he laid her carefully back down. He could feel that she was already gone.

And the beep of the monitor pierced shrill and harsh into the screaming silence. She was finally free.

And her words echoed through his mind, as he knew they would forever.

* "The irony of it all... her life was taken by a shifting of the earth's plates..."*

He ran a finger through her silken hair and his eyes began to spill over.

*"...the irony of it all..."*

He bent down and softly kissed her cool forehead, then left the room, hiding his tears from the passerbys.

He walked down the streets, staring at the cracked roads and the crumbled bricks of old buildings. Somehow, the destruction caused in the lonely city did not even come close to reflecting what he felt.

They called this the City of Angels.

So why had it murdered his?

Memory--All alone in the moonlight
I can smile at the old days
I was beautiful then
I remember the time I knew what happiness was
Let the memory live again

*"...It's okay. I'm not so scared anymore.... I don't want to lose you, either. I want to be able to say that I'll still be around and will never really leave you, but honestly I'm not sure...."*

The wind whipped around him and the sirens wailed in the distance, and the rising sun brought the promise of a new day, her last words hanging in the dust filled air.

*"...I love you, Michael..."*

I love you too.

Sunlight, through the trees in summer
Endless masquerading
Like a flower as the dawn is breaking
The memory is fading

Touch me, it's so easy to leave me
All alone with the memory
Of my days in the sun
If you touch me you'll understand what happiness is
Look, a new day has begun
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Review and I'll be a very happy bunny!! lol