Disclaimer: I own absolutely nothing, just the plot bunny ;)

A/N:So some of you have concerns about Derek's death... you'll just have to keep an eye open for what's to come ;)

-=-=-=-=-=-=-=- While In Wonderland -=-=-=-=-=-=-=-

Derek couldn't hold his tears back, he hated to see Penelope so scared and he hated even more to know that he couldn't do a thing to take it away, to stop it, to make her feel better.

With her head on his shoulder, their hands in one another, Penelope sniffed back more tears. "Think I'll remember all of this?"

"I don't know, P, I want to say you will but there's no way to tell." He told her honestly, because it was the truth. Derek didn't know what was waiting on the other side of this all, what was going to confront them.

"I really want to remember it," She told him and then looked up, putting her chin on his shoulder and looked up at him as he looked down. "I really don't want to forget everything that happened here. I've loved it all, I love you."

Derek smiled painfully; he really had no answers for her.

"I love you too," He told her quietly, his voice perfected with honesty, "So much that the thought of letting you go back alone is killing me."

Penelope closed her eyes for a moment, gathering her thoughts and her nerves. Opening them she felt like her energy level had dropped from being quite high to making her feel exhausted. She knew it was only going to keep going like this until she left him here.

Looking up at him, she could tell he could see what was happening. He could see her weakening in front of his eyes and she could read every inch of panic that was flooding his system at that very moment. Yet there was nothing either could do but wait this out.

Taking in a deep breath, Penelope regretted the words that readied on the tip of her. She hated to ask such a thing, but she felt like she couldn't go without asking him. "Promise me you'll come back to me."

"Baby..."

Penelope sat up slowly, "No," She started before taking a deep breath, "You told me you can't live without me, that you can't live a day without me, so don't make me live even a minute without you, Derek Morgan, don't you dare."

Derek watched the tears flee, watched as they pulled down her cheeks, he heard her harsh sobs and watched her body convulse with each new cry. "I promise," He said almost automatically, he wanted her to calm down; he wanted to stop her tears. "I promise I'll come back, Baby Girl, I promise you."

Penelope knew it was an empty promise; there were no reigns of control here. Just pure fate, but she needed to hear it; she needed to hear him promise to her that he would be back. She needed something to hold onto when the time came for her to go back.

The silence settled between them, both looking out at the view, absorbing the calmness of the sea as they sat at one of their most favourite places. There were no words to be spoken, just absolute solidarity. There was only time to remember how the other felt, how it felt to have them close, hold them closer. How it felt to have every waking moment with them. They just sat in gentle quietness, enjoying the sense of peace that the other emitted.

"If you go back and remember," Derek started, his tone wary, "Tell someone to go into the middle drawer opposite the bed, look for my khaki knee lengths, the ones you always want me to throw out, and look in the back pocket."

Penelope pulled away slowly, looking up at him.

"I want to wake up and see this where it should be," Derek commented as he picked her left hand up and looked at the ring on her finger, "It's where it should be right now."

"You do know that I know you love me without the ring?" Penelope asked him gently, her vision blurring some, "I know."

Derek shook his head, "You might know, but I want the world to know and I'm so sorry, Baby Girl, for waiting for what seems like it's too late to tell you this and to make you the happiest."

"I want you to listen to me, Derek Morgan. I knew how much you loved me years ago, honestly. It was hard to forget."

"That's not the point though, you're here now, getting weaker and weaker in my arms and I can't do a thing but allow you to suffer."

"I'm not suffering," Penelope lied to him. If she had to admit to anyone her heart was breaking at the multiple prospects. Her lungs were aching from the lack of breath she seemed to be able to inhale and her entire body was feeling like she was suffering from the flu. She knew that in this place, illness didn't happen. Everything remained perfect, the weather, the main flow of emotions, the places they had been. There was no room for anything negative other than the odd woes until it came to leaving.

Then came the flood of the bad things.

"You are, I can see it." Derek told her straight away in disagreement. "You think you can hide it, but you can't. I can see it, I can hear it and I hate it." Derek's tone became heated; he began to become enraged by the word.

"Please don't get angry," Penelope soothed, "I need to go back and remember you loving me. I don't want to go with my last thought being how angry you were. Please, Handsome, believe me that I'm okay right now."

Sensing her worry he nodded a little at her, he knew it wasn't fair to allow her last minutes to be filled with anything that would ultimately make him regret this time of their lives any more.

"I'm sorry," He told her, "I'm just sorry I can't say when I'm going to be back with you."

"That's okay, I can wait," She promised him, "Just, for now, please just hold me." She near enough begged him. "I just need you here with me, to let me have something perfect to go back with." She gave a dry huff of a laugh and settled back down. "I'm going to guess hugs will be off the agenda when we're back, Handsome." Her mind speculating the injuries both sustained.

Derek put his arm around her again. "I guess so, but not right now they're not."

Derek kissed into her hair when he felt her body sag a bit against him a little while later, feeling her laboured breathing he just rocked her body, soothing her with gentle words. Giving her one more kiss, he closed his eyes as if knowing, "I love you, so much, Baby Girl."

Penelope smiled as those words looped into her brain.

Feeling her smiling Derek calmed, and he thought that maybe he was getting more time than he hoped.

That wasn't the case as he heard one more intake of her breath, a shallow, struggled one, and with it came a wisp of sea breeze and Penelope disintegrated into sand and blew away with it.

Leaving him there all alone.

His heart breaking.

-=-=-=-=-=-=-=- While In Wonderland -=-=-=-=-=-=-=-

But They Told Me

A Man Should Be Faithful

And Walk When Not Able

And Fight Till The End

But I'm Only Human

Everyone's Taking Control Of Me

Seems That The World's

Got A Role For Me

I'm So Confused

Will You Show To Me

You'll Be There For Me

And Care Enough To Bear Me

-=-=-=-=-=-=-=- While In Wonderland -=-=-=-=-=-=-=-

Song: Boyce Avenue – Will You Be There (Michael Jackson Cover)