Rating: strong PG-13

Warnings: Language, mentions of drug use, character death

Song Featured: "She Will Be Loved" as performed by Maroon 5

Disclaimer: RENT is the sole property of Jonathan Larson. Also, the song "She Will Be Loved" is the sole property of its writer(s).

"Hi, I'm Mimi and I'll be your waitress."

Allison looked up from the menu. "I'll have an iced tea to start. Benjamin?"

"Um, I'll have a coffee."

"All right. Would you like another moment to look over the menus?"

"That'd be lovely, dear," Allison said.

Mimi smiled politely and went back to the kitchen to get the drinks.

"Do we know her?" Benny asked.

"Who?"

"The waitress."

"Of course not," she laughed. "Why would we ever be friends with a waitress?"

"She was a finalist at the Miss Teen New York."

"Pardon?"

"Your father volunteered me to judge for it, remember?"

"Oh of course, I nearly forgot. She must not have been very impressive."

"What makes you say that?"

"Well she didn't win."

"She didn't need to," he mumbled.

Benny watched, fascinated, as she walked about the country club, smiling and chatting easily with customers.

Beauty queen of only eighteen

She had some trouble with herself
He was always there to help her

She always belonged to someone else

Benny knocked on the door, still hesitant. His wedding ring sat in the glove compartment of the car downstairs. His hand felt blissfully light.

Mimi opened the door. She smiled when she saw him. "Ben! What are you doing here?"

"Just, uh, in the neighborhood and thought I'd stop by."

She stepped aside. "Well, come in, come in."

"I haven't seen you around the club lately."

Mimi shook her head slightly. "Oh no…I don't work there anymore."

Benny wanted to question her further but sensed her hesitation and let the subject drop.

"You want something to drink?" she asked.

"N-no…"

"You sure?"

"Look, I came by because I do want something."

"Yeah? What's that?"

"You," he said.

Mimi's smile faded. "I don't do the casual sex thing, Ben."

"No, no, I didn't mean like that. I just…you're driving me crazy…in a good way. I can't stop thinking about you, dreaming about you…I don't just want sex. I want all of you."

I drove for miles and miles and wound up at your door
I've had you so many times but somehow, I want more

He stood on the corner, staring at the building. The Cat Scratch Club. Mimi, his Mimi, was working at one of the sleaziest places Benny had ever seen. The rain streamed steadily down but he didn't care. He had to see her. He had to apologize.

She'd found out about Allison after only a couple of months. The affair promptly ended when she found his wedding ring. Mimi refused to be with a married man, no matter how unhappily married. He had to make her understand though. Benny wasn't sure what he'd say or do, but he had to make her understand that he loved her, not Allison. Allison had his name; Mimi had his everything.

At last he saw her come out. Even from across the rainy street, he knew it was her. She crossed to his side of the street and headed for the alleyway. Benny followed, fully intending to call out to her. He froze when he saw her with the man. At first he feared the man was a new boyfriend. Benny realized it was worse than that when he saw her slip him a wad of bills and take a small bag. The man wasn't a boyfriend. He was her dealer.

I don't mind spending everyday out on your corner in the pouring rain
Look for the girl with the broken smile
Ask her if she wants to stay awhile
And she will be loved, she will be loved

"Mimi!"

Benny was shocked, but pleasantly surprised, to find Mimi knocking on his door. She grinned at him.

"She home?"

"Who?"

"Your wife."

Benny shook his head, grateful that Allison was spending the afternoon shopping. He knew she wouldn't be home for several hours.

Mimi stepped into the penthouse and looked at him. "Look, I'm pissed that you lied but I think I understand."

"You do?"

She nodded. "You don't want to be lonely."

She was right. They both knew she was right. Allison didn't show any sort of love or affection towards Benny. Many nights he'd lie awake in bed wondering why the hell she'd married him.

Mimi stepped closer to Benny and he saw a sadness in her eyes that hadn't been there before. "I don't want to be lonely either."

Tap on my window, knock on my door
I want to make you feel beautiful

I know I tend to get so insecure, it doesn't matter anymore

"Benny, come on! It's thirty fucking degrees out! How are we supposed to survive?"

"Should've thought of that before you started blowin' your rent money on smack."

Mimi looked like he'd hit her, but ignored the remark. "Fine. What about Mark and Roger? They're spending every dime they have on food and Roger's AZT. You know that."

"Yeah and I know that if they got off their asses and got jobs, they'd be a hell of a lot better off."

"You said they wouldn't have to pay rent."

"Things change."

Mimi glared at him. "You arrogant bastard."

"What? You think that just because you're fuckin' Roger, I'm gonna cut him some slack?"

"No, I thought that you were a decent guy who'd cut him some slack because you used to be friends."

"I used to be something to you too."

"That was three months ago, Ben. I told you, it's over."

"Maybe if it wasn't, Roger wouldn't be in this position."

"What?"

"You heard me…Maybe you and I could come to some…arrangement."

"You son of a bitch!"

"Mimi, I love you. I still love you. It would just be one time and then everything will go back to—"

She kicked him before he could finish the sentence. "I'm not your whore. Stay the hell away from me."

It's not always rainbows and butterflies

Iit's compromise that moves us along, yeah
My heart is full and my door's always open, you can come anytime you want

"So how are they all doing?"

"They all or Mimi and Roger?" Collins asked.

Benny shrugged, blushing slightly. "Both?"

"Mark's good. Maureen and Joanne are still at each other's throats, but they're good. Roger's doing good…Mimi, though….her addiction's back, Ben. She relapsed."

He sucked in a breath. "Roger helping her?"

Collins shook his head. "That boy's trying to deal with way too much to be dealing with her shit too. Especially when she says she doesn't want help. Says that she's got in under control."

"Collins, you and I both know that's bullshit."

"Yeah and we also both know that we can't help Mimi unless she wants us to."

I don't mind spending everyday out on your corner in the pouring rain
Look for the girl with the broken smile
Ask her if she wants to stay awhile
And she will be loved

And she will be loved

Benny went to the park and found her after only a brief search.

"How'd you know I'd be here?"

"Because you told me this is where you hide out."

She didn't move so Benny sat down on the bench beside her. "You wanna talk?"

"She's…she's gone."

Angel had died that morning. He wondered why she wasn't with Roger and the rest of them but didn't ask. "I'm sorry, baby."

"She's gone and Roger and I are done and I just…I don't know what to do…"

Benny dared to slip an arm around her and hugged her gently as her tears began to fall.

I know where you hide alone in your car
Know all of the things that make you who you are

Mimi stared down the stairwell at Roger's fading form. "Goodbye, Love. Goodbye, Love. Came to say goodbye, Love. Goodbye…Just came to say goodbye, Love! Goodbye, Love! Goodbye, Love…"

Benny felt his heart breaking with each tear that slid down her cheek. Each tear that was shed for Roger, each tear that had never fallen for him. She was saying goodbye, but he and Mark both knew Roger would be back. It wasn't in his blood to just walk out and never come back. He would come back, hopefully sooner rather than later, and Mimi would be his again. His only comfort lay in knowing that she might lean on him a little in Roger's absence.

I know that goodbye means nothing at all
Comes back and begs me to catch her every time she falls

"Benny? Benny, are you awake?"

He'd slept at the loft, on the couch. He jolted awake and saw Mimi's silhouette in the moonlight. "Mimi?"

She held a hand up to her lips. "I didn't want to knock and wake up Mark so I used the fire escape."

Benny nodded and sat up, patting the cushion beside him. Mimi sat and put her head on his shoulder.

"You okay?" he asked in a whisper.

"Just don't want to be alone…"

He lay back down and held her in his arms as she cried herself to sleep. He was still wide awake when the sun streamed into the loft.

Tap on my window, knock on my door

I want to make you feel beautiful

Benny walked the streets of Alphabet City, the stack of fliers tucked in his jacket. The rain beat down on the city but he continued on. He stopped at every mailbox, every pole, and hung up a flier. It had been three weeks since she'd left rehab. No one had seen her. Not her dealer, not her friends or coworkers…not even Roger, who had come back, just as Benny predicted.

I don't mind spending everyday out on your corner in the pouring rain
Look for the girl with the broken smile
Ask her if she wants to stay awhile

He stood in the loft, watching Roger pour out his love to Mimi. She passed out and for one horrific moment, he thought she'd died. When she regained consciousness and began recounting what she'd seen, Benny felt himself pulling back from the scene. He saw a love in her eyes he'd never seen before, not even before she'd learned of Allison.

Benny retreated towards the door when he saw that that love was directed at Roger. The only thing that hurt him more was knowing that Roger deserved that love, that Roger had earned it and loved her just as much.

And she will be loved, and she will be loved
And she will be loved, and she will be loved

Mimi hung on long enough to celebrate another New Year's Eve with Roger. They all spent the night at the hospital. Benny was surprised to find himself invited. Roger seemed to be making a genuine effort in bringing Benny back into their group. He wasn't sure why but he appreciated it.

"Ben? Mimi wants to see you," Roger said. His voice was tired, beaten.

Benny went into Mimi's room and smiled faintly. "Hi, Meems."

"Hey you…Come over here…"

Her voice was hardly more than a whisper. Benny crossed the room to the bed and sat in the chair beside it.

"Don't…be sad…" she stopped, coughing. Benny waited for her to catch her breath and held the cup of water for her to take a drink. "Thanks…Have to say…goodbye…"

Benny shook his head.

"Yeah, Ben…I have to say goodbye…Don't…push them…away…"

"Mimi…"

"I don't…regret…anything…"

Please don't try so hard to say goodbye
Please don't try so hard to say goodbye

It rained the day of the funeral. Benny stood in the cemetery hardly feeling the rain soaking them all. Roger stood a few feet away, silent sobs choking him. Collins wasn't fairing much better. Mark did his best to comfort Collins while Maureen held Roger's hand in a tight grip and Joanne rubbed his back soothingly.

Yeah, I don't mind spending everyday
Out on your corner in the pouring rain

Benny stood back from the group, too stunned to cry. He didn't realize the funeral was over until everyone had drifted away. A hand tapped his shoulder. He turned and was embraced by Roger. The two stood in the rain, crying for the woman they both loved.

Try so hard to say goodbye