Disclaimer: I don't own Ally McBeal. Obviously.

I stared at Richard in shock. How could he even think of replacing Billy – and I don't mean just now. I mean ever. He is irreplaceable. I hardly even knew my mouth was opening when I was suddenly shouting at him all the words that came straight from my very broken heart.

"Billy is dead! He is going to be dead forever, and you just want to up and replace him like he never existed! Why do we have to keep moving on? Why can't we just stop and cry and feel bad for a while?"

To my shock, Richard didn't even look at me. He stared at his shoes before answering, and when he did, his voice was low and husky… and not at all like it usually sounded.

"Ally, maybe you can walk past his empty office everyday, but I can't. You're not the only one who needs to survive. We all do."

His words pierced me. They were the first to make me feel anything other than grief since the moment Billy had collapsed on the courtroom floor. I felt guilty… and I also felt concerned.

"Richard, I'm sorry," I said softly. "I know you've been hurting too."

He nodded, but didn't look up from his shoes. I got up from where I'd been sitting in his seat behind his desk and came around to stand by him for a moment before I'd make myself leave and pretend nothing had happened.

"So," he said, clearing his throat in an attempted return to normalcy, "you ok?"

I nodded. "You?" I asked as casually as the lump in my throat would allow. He nodded too.

"Ok," I said, taking a deep breath and starting to walk to the door.

"Back to work," I heard him murmur behind me. "Back to work."

I had made it almost to the door when the lump suddenly dissolved into the tears I'd been trying to suppress, and without thinking, I whirled around to hug Richard but before I even got to him, I saw that he was having the same problem. As we made eye contact, his face crumpled and he grabbed me to him as he let out a muffled sob.

"I miss him too," he managed to choke out. I let out all of the tears I'd been holding somewhere and held onto him tightly as I could feel his shoulders start to shake violently. I knew he'd cried before, but I didn't think he'd really let himself go like I had been doing on an almost hourly basis. I don't know how long we stood there, but there was a sudden knock on the door, and we quickly let go, Richard turning to the window while I wiped my eyes and called for whoever it was to come in.

Elaine opened the door and then stopped in surprise. My eyes were still red, and I was pretty sure Richard was still crying… if I turned, I knew I'd see his shoulders still shaking slightly as he pretended to study the Boston skyline.

"Um… a new client just called. Should I tell him you'll get back to him?"

I nodded, and she took one last glance at Richard, but he still wasn't turning around for anything. Her face dropped, and she slowly closed the door behind her. As soon as I heard the click, I walked over to the window, took Richard by the hand, and guided him over to his couch to sit down.

He looked at me through tear-filled eyes.

"Ally, do you remember what he was like in law school? Oh, what am I saying… of course you do. You remember everything. I'm just scared… I'm scared that I'm going to forget… because it hurts too much to remember."

He dropped his face into his hands, and his shoulders shook with sobs. I put my arms around him and held on tightly, closing my eyes as the tears ran down my cheeks. I knew he needed this, and he needed to also not know how worried I was about him. It wasn't like Richard to lose control so completely.

It took him a full five minutes to calm down and slowly start to regain his composure. He sat back against the couch, rubbed his eyes, and sighed. He looked at me for the first time and said, "I feel like you… but thanks, Ally. I guess… I guess I needed that."

I looked straight at him. "Richard, I am always here. You know that. And if you ever need it again… well, don't feel like you used up your time. Because it'll get easier… someday."

He let out another deep breath. "I know. And don't be surprised if I take you up on that."

I stood up and walked to the door. "I hope you do…"