All right kids, another one shot. This one takes place during Pierrot le Fou, and RFB, and post RFB. So bare with me for a little. It's kind of my take on Spike's death mainly from Faye's side of things. This one was kind of an overnight too, so I apologize for the mistakes I'm sure this must have. Haha :D Thanks for reading.

Don't own anything Bebop. "Downfall" lyrics by Matchbox 20.

Lay It Down

"You're not serious are you?" The girl looked utterly baffled by this Faye Valentine. Not just at the fact that she claimed to be seventy-four years old, but mainly that she was the most extraordinary beautiful woman she had ever met and in a boring little neighborhood bar of all places.

Faye in turn just laughed while staring at the last person she would have bet would hit on her tonight, no wonder she always lost so much money. She had expected to be bothered maybe once or twice in the bar while some obnoxious guy tried flirting with her thinking that a drink would buy a grope or two, maybe if he was lucky enough a blowjob. But instead, a young girl approached her with stringy red hair that was like fire under the dim bar lights, and her eyes so silver they almost glowed white in the darkness.

Faye always knew her cryogenic sleep ordeal would become a good drunken story one day, amusing enough for a laugh or two as she repeated her new catch-phrase, "Yes, dead serious, I could be your grandmother easily." Faye Valentine suddenly laughed realizing that she had said the word dead. A word she had by all means been avoiding for the past month. The young girl joined in the laughter sounding a lot more amused than Faye herself.

"But then does that mean you died?" The red head had that smooth deep voice of a girl that had probably started smoking at thirteen. She looked no older than twenty anyway, and Faye figured this was probably the best looking girl—or anyone really—to have ever hit on her in a bar, which wasn't saying much. She was pretty scrawny though and had the air of insecurity that made her seem like a little porcelain doll, like a little Miss Muffet. She probably missed the tea party and ended up in some meaningless little bar along the way. Hey, at least she was kind of spunky.

"No." Faye simply answered setting down her whiskey. "You never die until you see someone else dead for the first time." Did an hour go by after she said that? Everything went quiet for so long, she thought maybe they had all left her alone.

"Are you okay?" Miss Muffet's voice suddenly emerged. Faye's face became riddled with confusion as she turned to her new tea party friend.

"What?" Faye asked, and the girl's glare pointed down to Faye's hands. They were shaking. "Shit." She let go of her drink before it could let go on its own.

"Who did you lose, Faye?" Her voice suddenly sounded so aware and Faye wondered if she should have let little Miss Muffet buy her a drink after all. She felt ready to spill about him just like that to a stranger more than she would have ever told anyone else, meaning mainly Jet.

"I never got the chance to lose him. Perhaps that's what gets me. That I didn't save him, and I could have." Faye felt her heart reproaching her the minute she brought it up. "At least I think I could have."

The girl's eyes darted down to her cosmopolitan realizing that the conversation wasn't with her anymore. Then she lifted her chin with a new sense of boldness unwilling to let a conversation die down so suddenly when she had tried her hardest to start it.

"How did he die?" Miss Muffet asked, and Faye glanced at her in surprise, but the girl didn't look away. Instead her silvery stare pushed itself onto Faye's emerald eyes ready for an answer.

"Alone." Faye responded.

-----

He was an idiot. There couldn't be any other explanation. No other person that she had ever met in this world could injure themselves as many times as he had. How did he manage to stay alive all this time? Faye glared closely at Spike's bandaged body just lying there, his breath barely audible. Honestly, she felt like slapping him. She wanted to shake him from his slumber, beg him to wake up, and then once she knew that he was fine, once he retorted some stupid insult of his, she would slap him. What right did he have to worry her like that? None. Absolutely no right, but yet he did.

Jet had left to go fetch him before she returned from her shopping spree, so probably as she was trying on those black stiletto's, he was near the bar getting shot to death by—how had Jet said that Spike described him?—a round invincible man laughing maniacally as he swam through the air.

Faye glanced down at the orange she had been holding for the last hour. The hunger had left her replaced by an irrepressible worry that this time might be the last time he'll wake up. How come she always ended up with the job to watch him anyway? How come she couldn't be the one to go and gather information? What was her problem anyway? This had nothing to do with her. Fine by her if he wanted to get himself killed. She was tired of his attitude and his constant meandering efforts towards dying anyway.

She darted her emerald eyes over at him again, and sighed. He seemed so harmless and innocent just lying there without a care in the world. As if the bandages merely suggested he had been in some terrible accident, not really his fault. Not really because he felt the need to be gung-ho and invincible. A smile formed on her mouth without her permission. She smiled because his expression looked almost sweet like he was dreaming of something pleasant.

She shut her eyes with a reproachful groan. She couldn't stand sitting there in the silence staring at him anymore. So she propped herself off the table dropping her orange there, and left to find a cigarette. Not that the nicotine could fix her frustrations or halt any of her endless worried thoughts that only exacerbated the longer he laid there unconscious, but it served as a distraction at least.

"So wake up, you stupid idiot before I can worry about you any more than I already should," she whispered before walking away.

But what do you know? He actually listened to her for once. After finishing her cigarette outside—she needed the fresh air and a different view—she found the daft idiot attempting with his sad bandaged arm to reach for her orange. Not for one second could she turn away without him trying to take something that rightfully belonged to her.

"There he is, the rumored mummy." Faye uttered with a smile as she bent down to pick up her orange. She sat down at the same spot she had kept a vigilant watch of Spike only minutes before. "I heard you got beat up by someone weird." She bounced the orange tauntingly in the air several times not to annoy him, but to distract herself from sounding too glad that he had finally awoken.

"I'm hungry." He meant to say, but it emerged as a muffled and incoherent utter. He was in pain, not from the injuries, but from feeling his insides quake with desire for that juicy orange.

"I recall you sleeping like this once." She kept talking and he frowned.

"But of course, you're just going to sit there and torture me." The sound continued to get lost in the bandages.

"You haven't shown any improvement." She peeled the orange slowly while he stared at her completely annoyed and baffled. "But this has nothing to do with me."

"Yes thank you, now shut up and go already."

"Don't you end up in situations like this because you never behave?" She retorted with a large bite of orange squishing through the words. "Well, I have nothing to do with it." She reiterated that point more to herself than to him, but she wanted to make sure that he knew that the only reason she was berating him was to get back at him for whatever she was so mad about.

"You already said that," he replied.

"Since I have nothing to do with it," she added finishing the last bite of the orange. "If you'll excuse me." She stood up satisfied with herself for not showing him one bit of care, and placed the orange peel on top of his head. Serves him right, she thought indignantly.

"Take care."

His eyes had drooped to utter exhaustion by then, and if he had the energy he would have waved and muttered another muffled sound to say, "Thanks for the pep talk."

Faye entered her room with a frown on her face and her satisfaction already worn off with a few steps. Maybe she should have slapped him after all. What was the point of being so reckless anyway? She was a human being and like any human being she had this horrible fear of dying, didn't he feel the same way? Of course not, because Spike Spiegel thought of himself as invincible. He was a God that could not be killed.

Suddenly her eyes widened as she glanced down at her hands and noticed that she had been in fact right. She had felt them trembling like little frail porcelain things just waiting for the quake to knock them over and break them. She scoffed at them and reached over to the metal table next to her bed that pretentiously acted as a night stand. Three of her jittery fingers pulled out a thin cigarette from the box and placed them rather clumsily on her lips, while the other hand busied itself with the Zippo lighter. Once they had accomplished the simple, but in this case tremendously complicated task of lighting her cigarette, she gladly welcomed the tar and nicotine into her lungs.

It was a fact. Spike Spiegel was harmful for her health. She needed to get the hell away from this ship and these people, and above all the constant worrying that she might lose him. Forget him, she had lost everything anyway. Why would it matter if he were lost along with her memory and this ship, and its stupid crew? They had never considered her a comrade, and it's not like they would be heartbroken if she left. Yeah, she needed to leave and soon before she started getting all girly and soppy on this whole friends thing.

She reached under her bed for the old beer can she used as an ashtray and noted that her hands had finally stopped trembling. See how easy that was? All she needed to do was let go of her dumb and useless attachments and everything returned to normal.

Fate always liked playing with her. There was the whole cryogenic sleep bit, along with losing her memories as good proof of that. So when Ed came to her first about the message from the same psycho that had put him out faster than Vicious had, she was not surprised. In fact, she was thankful because that meant that the idiot hadn't seen it yet.

"A secret, but why?" Ed asked, amused and confused at the same time.

"Because if we don't that idiot-,"

"Will run out to meet him?" Spike chimed in from behind her. Her eyes widened momentarily, and realized that now that he knew there would be no stopping him. She leaned up against the wall and let him see the message.

"Maybe this one will really be the end of me." He muttered after reading the message glancing over to Faye, suddenly extremely amused by the fact the shrew actually cared about his welfare. Not like he hadn't heard her plea for him to wake up earlier anyway. "Just kidding!" He added, satisfied after seeing that horrified look she tried to hide. "Would you come and rescue me if I said that?" He pushed the joke.

She glared at him harder. You just did.

"Stupid," She pouted looking away.

So she let him go kill himself like he thought necessary.

Maybe this one will really be the end of me. The words had anchored in her chest and refused to leave no matter how hard she tugged at it.

"Ed call Jet! Tell him that Spike went to meet that man." She uttered as she ran out. The will that carried her out of the Bebop and to rescue Spike was one she didn't recognize. Did it belong to her? Or was it a part of her buried during her cryogenic sleep that had begun to awaken?

Is there a special someone next to me?

She shook her head. Spike was no special someone, not at all, but she just couldn't sit there and let him go knowing that he might not come back. At that moment, she didn't worry about the why's or how's of her need to try and rescue him. All she knew is that she might never sleep again knowing she could have gone after him.

Poor Faye Valentine did fail miserably at trying to save him, and he complained for days about it. She claimed that she had served as good decoy for him at least, and he insisted she had been nothing but a nuisance.

"Well, here comes the genius rescuer." He mocked her from the yellow couch as she passed him by to head to the hangar.

"Go to hell," she hissed back. He suddenly propped himself up and looked at her. Really looked at her with that deep consuming glance of his that would just force her to stare just as intensely in return.

"Faye," He paused as if making sure she was listening. "Thanks." He had never planned to thank her, but it was one of those impulses of his. It was mainly because he knew it would throw her off so much more than any insult he could spit out. Though, there was also a part of him that had been so surprised by the gesture that he felt grateful enough for it.

That was when she decided to leave, the minute after he uttered that thanks. She needed to go before her sanity left without her. She had tried so damn hard to distance herself from everyone and here he was breaking the rules, and pushing the boundaries and actually—actually!—being nice to her for once. Jesus, she would have rather been shot.

So she left before she could get any closer to him, or anyone else for that matter. But that was always her problem, she always thought about herself without ever considering that perhaps what she thought was good for her might end up being bad. Perhaps sticking around for once would prove to be good luck instead of the usual trust-and-then-use-me cycle.

Faye did come back in part because she felt she owed him. After all, if he hadn't found her at that abandoned room after chasing some crazy guru, she would have slept to her death. So she came back just in time for her memories to return. She had no idea where they came from or what started them, but in her efforts to forget her attachments to the ship and its members, and especially the ever-growing disease called Spike, she put all her energies towards regaining her past. People with pasts, like Spike, couldn't be bothered with current ties.

The memories came in stills at first, but so fast that they were animated. The first shot was the hardest. It sizzled into her flesh like a rapid bullet and after that she lost herself in the rat-tat-tat of dozens of images her mind had so capriciously kept hidden from her. She braced herself for a minute feeling that twinge of nausea rush rapidly from her stomach to her throat, but it turned out to be that one deep breath she had held in for so long during the onslaught. She then forced herself back to the present and slipped out of the shower hurriedly clamping back her wet hair and putting on a robe.

For some reason, when her body slammed into his and she saw his eyes, it hit her even worse. The fact was that she had a past now and could leave him behind. He yelled at her, and she stood frozen like a mannequin devoid of any sensational comebacks the old Faye Valentine would slam back with a bit of sass on the side. She wasn't the old Valentine anymore though. No, not anymore. So she muttered an 'I'm sorry' and just as quickly as she caught his worried gaze she brushed it aside and looked away.

"I have to go."

She shouldn't have gone. A good part of her knew that the moon had wiped everything away with it, but she needed to see it for herself. She needed to soak herself in familiar surroundings, because she had endured a thirst for them for so long. So she made the worst mistake of she'd ever make. She left before she made a difference in his life.

Julia. Faye thought that when she would finally meet her that her eyes would explode or something illogical like that. It was because of how he treasured her, like a long lost diamond buried in the deepest sea that he had uncovered and then lost again. Can you imagine that? Finding the richest little object in the world, and then because of some idiotic carelessness on your part or some sad twist of fate, you lose it. No, she could not even begin to imagine. Her memories hadn't performed their duty of being that long, lost, precious and priceless object of hers. Instead, they had reminded her of what she had really lost. Her memory was a photograph of that treasure, not the actual diamond itself. Could Spike imagine not remembering Julia? Then years and years later, when she had been dead and gone, suddenly recalling he once had her? No, he really couldn't.

Julia was one of those ordinary women that remained ingrained in her mind. Not because she possessed anything impressively special, but because she had that dead look in her eyes of a woman that had seen way too much way too soon, and Faye could relate to that.

Faye didn't regret telling him Julia's message. She would never regret it. Should she have shot him so he wouldn't leave? Maybe, but in the end that wouldn't have done anything. He would have found a way to find Vicious and kill him by taking his own life. That was the bargain, you see, for taking his old partner's life. He must have made that deal with the devil long before Faye could even conceive it.

"I had nowhere to go to. This was the only place I could return to, and now you're leaving?"

'Wonder how you sleep
I wonder what you think of me
If I could go back
Would you have ever been with me'

She had felt her voice breaking and on the verge of tears, but she fought it back. She pushed and swallowed it, because damned she would be if she'd ever let Spike Spiegel see her cry. He pushed his glare against hers and forced her to note something she had taken a notice of a long time ago, but had never understood.

His right eye never dilated, and it barely moved. She had pried his lids open once to see just how unconscious he really was. She realized after looking at the left eye whose pupil had shrunken to the thickness of a needle that Spike's right eye was fake.

As fake as everything he had ever told her. As fake as their fights, and their hate for each other. It was as fake as the future she wanted to have with her new family in the Bebop. As fake as the urge to hate him so badly at this very moment just so she wouldn't cry in front of him.

'Here we go again
Ashamed of being broken in
We're getting off track
I wanna get you back again'

She faced the wall so scared that she would cry. She couldn't let him see her like that, but then he started to walk away. So she told him about her memories. Her stupid useless memories that served to remind her she was no one in this world she hadn't meant to be a part of from the beginning.

"But now where are you going? Why are you leaving?" She whirled around. "Are you telling me you're just going to throw your life away?" For what? For her, for the past?

Should he tell her? Would she understand?

"I'm not going there to die. I'm going there to see if I am really alive," Spike added feeling more resolved than before. Jet had been right, men were idiots that frantically search at their death through their memories for some proof that they were really alive. Spike was one of those men, and in the end, he would die as one of those men.

'I want you to trouble me
I wanted you to linger'

----

She just sat there with this pained and detached emotion paling her face and parching her skin with goose bumps. She felt stupid really just listening in to someone whom she thought she might have had some fun with, shared some of her household goods, and gotten high—and maybe lucky—by the end of the night. Instead, she hung her head numbly over her drink and stared at it for what felt like hours. What could she say to that story? No one had ever talked to her like that, told her things like that. She shook her head and turned to Faye who had downed the melted ice mixed with whatever was left of whiskey in the glass.

"I would have followed." She raised her pale gray eyes towards Faye's with a voice so determined that it made numb Miss Valentine smile. Faye felt sorry for her momentarily. Sorry because the girl had barely just started her life and didn't know how much worse it could get. Sorry because she obviously had innocence and stupidity left in her to fuck her over several times in a row. Miss Muffet didn't have it coming. Faye didn't have that kind of thing coming. No one did. Life had been and would always be that way.

"Me too," Faye added to the girl's comment and rose from her stool. Thankful that her drink had depleted, it left her with enough dignity to keep the rest of the story to herself. "What's your name again?"

The girl's mouth parted as her eyes widened slightly with confusion, not at the fact that Faye had forgotten her name, but that she was somehow still interested in knowing it. So she stared at Faye for a while as her mind clumsily forgot her own name as well.

"Helena," she whispered once she found it floating around in some lost thought in her head.

"Oh that's pretty. Thanks for the drink, Helena." Faye smiled as the young girl nodded in return. Then her smile fell, and a somber expression governed every line and feature on her pale face. "Get the fuck out of here kid. Places like this will rob what innocence—or rather stupidity—you have left in the blink of an eye." Helena's silver eyes glistened with fear, and she held her breath too afraid to look away.

Faye's face softened as she let out a small chuckle. "Never mind." She shook her head and walked towards the door raising her hand to wave goodbye without looking back at the startled teenager she had left behind.

'Get the fuck out of here' is what I wish someone had told me before it was too late.

-----

"I'm not going there to die. I'm going there to see if I am really alive." He told her, and she felt ten times angrier than before. He was a liar, a goddamn liar! The real reason he had decided to go was because he felt he had nothing left. It was all over for him. She was nothing, or not enough, or not anything worth a life for. All the fears and insecurities she had ever had about being worthy enough of something good, of friendship and love, they were all true.

'Only love can save us now
I'll be your downfall
Ah, love can save us now

Don't save me now'

And he walked away just like that, so she aimed the gun at him so damn infuriated at him. Five warning shots, she told herself. If he didn't stop by then, she would do it. She planned to hit maybe a leg, most definitely a limb. The Achilles' heel would do the trick, and then he wouldn't be able to face anyone off unless he crawled there. But the sad part was that the sixth shot that would render him incapable of killing himself never came. The sobs, the hate, and the fear racked her chest into a fit of tremors and her hand fell limp against the side of her body. She just stood there like an idiot and watched him walk away from everything. At least it was everything to her, and the only 'everything' she had left. He had always been like that. Bam! And he would suddenly acquire this no-man's life attitude. Bam! She should have shot it out of him, if only she could have.

As he heard her sobs grow more distant with each step, he realized that Faye Valentine would take his death the hardest. No, he probably couldn't hide it even from her. Living hadn't been included in his plans to fight Vicious. He had too much to prove to himself that if he worried about that instinctual attachment to the need of survival, then he wouldn't be able to kill Vicious. Vicious had become death itself, and the only way he could kill death was by surrendering his own life at the same time. Yeah, Faye would take it the hardest. Too bad that realization about her came a little too late. Who knows? Maybe in another place and another time he could have loved her.

She heard the engine of the Swordfish II roaring for a few seconds until it zoomed away along with any composure she had left. The wall became her anchor and she leaned against it too shaken to stand on her own. She cried harder than she ever had, and the tears just ruthlessly invaded her face leaving her sodden from her own guilt. Guilt because she had no strength in her left to go after him, and she needed to go after him damn it! But she could barely move. Her heart had choked up in her chest, and all the limbs—realizing that the heart refused to work—just stood paralyzed in fear wondering, 'Will she make it?'

It was easier, so much easier to go after a comrade than man which at that moment she realized she could have learned to love in a second. The prospect of it killed her more, than perhaps being in love with him would have. That thought tugged at her chest even more and caused her to spill more tears than she thought she had left in her. After standing there incapable of moving for so long, her hand finally gained the courage to punch her chest and snap her heart back to life.

'Lay it down

I've always been with you'

The adrenaline kick that surged through her after that helped her to settle down as she rushed into the Redtail and pulled out of the hangar towards the Martian skies. She willed her ship to go faster than she had ever seen it move, or perhaps it had been all the emotions stacked up together running through her veins like a mad drug and speeding up her senses with a rush fear and everything else.

'Be my savior

And I'll be your downfall'

The Red Dragon building was easy to spot, the only one in the whole city tattered and smoking. Her eyes fell first on Vicious lying lifeless in a puddle of blood, so she landed the Redtail a few feet away from him at the top of the stairs. She didn't know how missed it really, not spotting Spike's corpse on the stairs before landing, but she missed it completely. She slowly stepped out of her vehicle not really feeling the many eyes that now fell on her from the bottom of the stairs. His body laying there had shocked her brain into some kind of suspended reality, where she couldn't feel her feet or her hands or even the tears streaming down her face.

Until the thought finally hit her, I'm too late. With that in mind, she willed her feet forward and they just rushed down the stairs to his side. She stopped, realizing her boots had been stained at the edges in red, because she stood in his pool of blood.

'Hear me now

With all that's within you'

Please, please, don't. She begged him and extended out her hand as she lowered herself towards him. It trembled fiercely as her fingertips neared his neck. She couldn't hear him breathing, and when she finally touched him she could feel nothing.

'Be my savior

And I'll be your downfall'

He had no pulse but that wasn't what really told her he was dead. She got a closer look at his face and a sob choked out of her. All the times he had been injured and rendered unconscious and all the times she had seen him sleeping, he had never had that look on his face. That look of total inner peace, like everything suddenly had made sense to him.

So she kneeled by him with her hand resting on his unmoving back and cried even harder than she had before feeling as if her chest was going heave out her entire being in one wail. Faye Valentine didn't cry for long though. She breathed in deep, so deep as to reserve any remnants of him that might have been left in the air and then stood up. With her chin high and her eyes dry, she walked back up the stairs and boarded her ship to go call Jet and tell him the news. After she had done that, she would leave for a while, far away, and pretend that she understood that look on his dead face.

'Now I'm back on my own
Hear my feet, they're made of stone
Man, I make you go where I go'