Butters held the picture in his hands and tried to stop his hands from trembling with fear. Mr. Garrison had his back turned and now was the right time, he tapped Bebe's shoulder and handed her the folded paper.

"To Shay."

Bebe nodded and threw it onto Craig's desk.

"To Shay." She whispered.

As a sign he heard he flipped her off and threw it across to where Kenny was. Craig pointed to Shay and Kenny understood, handing it to her gently. Craig rolled his eyes and scoffed. Shay unfolded it in her desk and found a picture of an angel wearing a long, flowing bluish dress. She looked over to Butters and he waved at her.

"Now I want you all to solve these before recess. If you don't then I'll hold you back while everyone else goes outside."

No one wanted to do that, so they got to work on the problems as fast as they could. Cartman looked around to see if anyone was watching, then leaned forward at Shay's paper, copying her answers as she was already halfway finished. Kyle saw this and threw a wadded paper ball at his head.

"Ey!" He loudly whispered.

"Do your own work!" Kyle scolded.

"Do your own work, Cartman." He mimicked in a high voice and sat back down. "And while you're at it why don't you go do my work too."

"Eric is there a problem?" Mr. Garrison asked.

"No, I was just facinated at how unexplainably easy these are." He said sarcastically.

"Ha ha very funny. One more remark like that and you'll be sent to the counseling office."

"It's always the counseling office." He mumbled.

"What was that?"

"Nothing!"

He wrote a few things down and finished off with staring at the clock trying to make it go faster. Three minutes. Two minutes. One minute. Then it stopped. The second hand paused and so did everything in the room. The only thing that moved was Cartman, as he still tried to make time go by quicker. Finally it clicked and the bell rang.

"Put your papers up on my desk and get your asses out of here."

They cheered and stormed up to the table, placing their assignments wildly, and taking off outside. Butters waded through the crowds and finally found Shay hanging out with the boys like old times. He approached her and took a while to think of what to say when Stan gestured to him behind her. She turned to face him, but when he opened his mouth nothing came out.

"What is it Butters?" She tilted her head.

He tried to get the words out, but instead of quietly asking he blurted it out.

"Is it true you're an angel?"

Stan and Kenny looked at each other while Kyle stared at him with confusion and Cartman laughed unkindly.

"Do you really think she'll ask a dumb question like that? You must be out of your mind." He came up and put his arms around her shoulders. "My friend Shay has done nothing that proved she is an angel. If she did I would be the first to know."

"Shut your fucking mouth Cartman you wouldn't know hell from the darkness of your room."

"Ey! Why don't you just shut up you stupid Jew!"

"But is it true? Are you?" He lowered his voice a bit to a sheepish whine.

"Look, Butters, angels have wings. Does it look like Shay has wings?"

"But my mom says that angels could come in many different forms."

"Well you're mom is so ugly that she can't even sell herself for over a penny if she were a whore."

"Not cool dude." Stan hit his arm and stepped forward. "She's right, but it's really hard to tell an angel from a real person."

"Yeah, you're right. I better get going." He dashed the other direction.

Cartman folded his arms and looked at Stan.

"Sure, you can tell him that garbage, but you won't even let me rip on him?"

"It's true though."

"He's right, but we don't know for sure who is really an angel." Kyle shrugged.

Kenny made sure Shay was close by before he said anything.

"But you do believe in them, don't you?" He scanned over his friends.

"Sure, dude, of course I do." Stan nodded.

"Except for Kyle because he's a dirty Jew." Cartman snickered.

"But even Jews believe in angels." Kyle glared at him.

The bell rang and they noticed that time really had passed by fast. Kenny had that feeling again that something didn't seem right, but he couldn't figure it out. Shay was acting strangely afraid and he didn't know what was wrong. All he knew is that they both felt it and it wasn't good. Something was coming. At lunch she refused to eat even when Kenny tried to bribe her with his poptart. They were her favorite treats, but she just pushed them away. The only one to notice this besides Kenny was Stan, who also attempted to give her some food. Kyle leaned to Stan and whispered into his ear, but his reply was a simple shrug. Broflovski looked at Shay with a fretful shine in his emerald eyes and continued eating. Slowly the rest of the guys at the table began seeing Shay's awkward actions and began to get a bit unsettled themselves.

"Hey, wh-wh-what's wrong with Shh...Shh...Shay?" Jimmy looked at Kenny.

"I don't know." Kenny answered.

"Timmeh!" Timmy waved his arms madly into the air.

"M-maybe somethings wrong? Like Death rising from hell or something?" Tweek sipped his coffee and jumped, spilling some on the table as everyone looked at him weird. "Auugh! What? This is way to much pressure, man! Waay too much!"

"Maybe she has anorexia or something." Token suggested.

"I don't know, but this doesn't look good." Craig picked up his tray and left to dump it.

Clyde sniffed and broke into tears, stuffing his face into Butters's shirt. Shay was an empty shell. She didn't move, she didn't say anything, she didn't even look like she was breathing. She stayed that way even when Mr. Garrison called on her to answer a problem.

"Shay? Shay! Are you alive?" He waited.

"We're sorry, Mr. Garrison. She's been like this all day." Kyle said.

"What's wrong with her?"

"We don't know she won't tell us." Stan responded.

"I guess we'll have to send her home for right now until she gets a grip on reality."

"I'll take her home." Kenny volunteered.

"Very well, now Clyde, what's 4 times 8 minus 20?"

"12?" He sniffled.

"For once you're right." He wrote the answer on the board.

Kenny picked up Shay from her seat and carried her out the door when he heard footsteps running behind him. Stan and the others caught up to him and panted out of breath.

"We're coming with you, dude."

"Why?"

"We have to know what's wrong with her." Cartman said as he forced his legs to continue.

"She means a lot to you, but she is our friend too." Kyle agreed.

Kenny nodded and they walked out of the school and down the road. The feeling was stronger and stayed that way until they had to cross the street. The earth rumbled and mists of pitch black snuck from the shadows, bundling into one big shape. Death held his sythe in one hand and the boys froze as he pointed at Kenny and Shay.

"Well...what do you know...Tweek was right." Stan's voice cracked.

They ran the other way only to meet up with Death that way too. He floated forward and chased them as they continued running away from him. Death cornered Kenny and was about to touch his face, inching closer and closer. Kenny held on tight to Shay and gave the specter a roundhouse kick, knocking him back in time to get away. He searched for his friends, but they were no where to be found.

"Stan! Kyle! Cartman! Where are you?" he shouted.

In the real world, Kyle turned around to the sound of Kenny's voice, but couldn't find him.

"Kenny? I'm right here dude!"

"Do you hear him too?" Cartman growled.

"Yeah, Stan?"

"I do too, but if we can hear him where is he?"

"Guys, where are you? I can hear you, but I can't see you!" Kenny's voice rang out from oblivion.

"Don't worry Kinny! We'll find you if it's the last thing I do!" Cartman yelled.

"Please hurry, I don't know how much longer we'll be able to survive here. Oh God...oh shit he's here!"

Kenny ran in the obscurity with Shay still in his arms from Death. He couldn't believe it. He was running from Death. Never was he so eager to get as far away from Death as possible. Never did he want to actually live when he had the choice to die. It was for the sake of his soul, for Shay. They had a special connection that held them together, without the sound the bell cannot sing. But why? Why was he so afraid of losing her? He had many relationships in the past, most ending along with his unexpected (or expected if you will) demise, but he didn't feel this sense of fear until now. There was something special about her, about himself, that made this hidden sensation become known, that made it come from the shadows at this time of his life. He couldn't explain it, but he didn't want to give Death the time to catch up to them. It wasn't going to get them.

The darkness envoloped them as he ran farther and farther away from Death until he was deep within the night. Where he was he didn't know, but he didn't stop running. In reality the boys continued to search for Kenny and Shay not giving up even when it seemed that they could never find him.

"Kenny? If you can hear us follow our voices!" They shouted out.

Kenny did as they said and tried to use them to guide him, but it was as if he were in a box. The voices echoed around him, confusing and strangling him. They twisted in a way that mocked him. You're never going to leave. You're not immortal, you just a weak little boy. You have nothing in common with the great phoenix. You are nothing. Nothing. Still, he eliminated their insults and found the light in his friend's words. They called out to him and formed a light at the end of the tunnel, the same one he saw when he was about to really die. He sprinted to it and jumped through the white rays, landing back in the real world in front of his friends. They happily hugged him and were glad that he was back, but they didn't know that they allowed a doorway for Death to come through as well.

"Kenny! Watch out!" Kyle swirved him behind the three of them.

"You want to get to him you have to go through us!" Stan challenged.

"That's right!" Cartman growled.

Death hit them away with the handle of his sythe and they bowled into each other, landing roughly on the gravel. He pointed directly at Kenny and he understood at the gesture. He softly put Shay on the ground before him and stepped away.

"Kenny what are you doing?" Kyle groaned.

"It isn't Shay it wants." Kenny objected as Death moved nearer. "It's me."

"Kinny! Stop being such a dumb ass, grab Shay, and get over here!" Cartman shouted, but he didn't move. "Kinny?! God damnit!"

"Kenny, are you sure this is what you want to do?" Stan picked himself up off the ground and helped the other.

"If it means keeping her safe I will." Kenny looked up at Death from underneath his blond bangs and gritted his teeth. "If it's me you want then here you go! Take me instead of her you big pussy! What are you waiting for come on!"

Death drifted over Shay and raised his sythe. Kenny closed his eyes and waited for the pain to slice into him when something happened. Cartman's voice was shrill as he shouted out a name.

"Shay! What the hell are you doing?!"

Shay jumped in between the blade and Kenny, but before he could get her out of the way Death swung and cut into her abdomen. She gagged and blood dripped down her mouth as she fell to her knees and onto her side. Without another word, Death disappeared and was gone back into oblivion. A crimson puddle formed around her body and Kenny sat beside her with her head in his lap. He put his hand on her stomach and didn't wipe the blood that seeped from her jacket off.

"What did you do that for?" He whispered.

"I...I saved you from Death, Kenny. I gave up my life for you so you can live. I promised I would keep you safe, and I'm determined to fulfill it. I'm sorry for keeping who I am hidden from you for so long, but you were right. Angels can watch over other angels. I just hope you'll understand why I did this for you, if you remember me.

The other three boys mourned for her and couldn't understand why she did it.

"You don't deserve to die so many times, but the phoenix cannot control what becomes of it. Only where it goes to become it."

"Will we ever see you again?" Kyle asked in a small voice.

"I hope so, one day." Her bright eyes faded as she looked off into the distance. Then she was gone.

Kenny was incredibly sad, but couldn't find the words or emotions to express it. He knew that crying would only maker her sad and so didn't shed a tear. Kyle felt this sorrow and also didn't know what to do, as did Cartman and Stan.

"I think the best thing to do is set up a funeral for her." Kyle helped Kenny up as he had Shay in his arms. "In honor of her bravery and grace she shined upon us."

That night the McCormicks, Cartmans, Marshes, and Broflovskis along with the school all met at the cemetary to witness Shay's corpse be put under ground. The preist read the words off of a paper that Kenny and his friends composed before the funeral.

"Though she was a mystery to us all, Shay Frost was everything anyone could ask for. She was a loving friend, a brave fighter, a smart cookie, and an angelic maiden that will always be in our memories. May she fly up in heaven where she truly belongs."

Cartman took the stand and cleared out his throat. Everyone was on the edge of their seats, eager to hear what he had to say about this situtation.

"Now, I know what you're all thinking and I'm doing this for everyone I've hurt during the days she was alive, including her herself. I've taken her kindness for granted, but in a way we all did. Stan, Kyle, Kenny and I, we may have only known her for a short time, but during that time it felt like we've known each other for years." He sniffered and held back the tears that were welling up in his eyes. "I'm sorry I don't mean to get so emotional. I know that Kenny, bless his poor heart, is having the hardest time seeing that he was closest to Shay. He did what none of us would do for her. He gave her a chance to know what it's like to be loved and cared for. Angels are something that we never lose, though. Angels are a thing that bring light and comfort to our lives. Kenny McCormick and Shay Frost are the very definitions of what the word "angel" means. They never die, they're never forgotten, and they never forget. They're always safe deep in the nooks of our minds. Shay was Kenny's guardian angel. The only difference was that Kenny didn't even have enough money to take her on a more fitting date. Thank you." He joined his friends for the one of the most heartbreaking moments of their lives.

Slowly they lowered Shay's casket into the earth and began to cover it up with dirt. Karen led the line of people with Kenny as they walked forward to put a couple pure white roses on her grave. Soon the lump was decorated in lovely red and white flowers as they mourned in silence. Kyle put Kenny's music box in his hand and smiled to him.

"It was Stan's idea to get them and bring them to her grave." He described.

"It's like they were sent by her to us for a reason. This is that reason." Stan got out the pictures of his friends. "She wanted us to remember how much we were throwing away if we didn't set ourselves straight."

"Each of the items signify something valuable to us and then a few words of meaning that brings us together." Cartman had Clyde Frog in his hand and read the paper on his stomach. "Anger is an acid that can do more harm to the vessel in which it is stored than to anything on which it is poured."

Kyle stood beside Eric and took out the birthday card, reading what it said inside.

"The person who only accepts friends without faults will never have any real friends." That's why we're so happy that we got to know you and that we're friends with you. I love you, dude. From: Stan Marsh, Eric Cartman, and Kenny McCormick."

Stan flipped the pictures over and read both of the quotes.

""Difference of opinion was never, with me, a motive of separation from a friend." and "One friend in a lifetime is much; two are many; three are hardly possible.""

Kenny had a hard time taking out the shurikin, but eventually held it in his shaking hand.

""Death was afraid of him because he had the heart of a lion." and "God's angels often protect his servants from potential enemies.""

Together in unison they spoke the closing of their prayer.

"Amen."

The wind suddenly blew up and slowly the dark clouds parted revealing the beautiful luminosity of the white moon. They put their items back into the boxes and sat them down on Shay's grave, opening them at the same time and listening to the song the four music boxes played. Snowflakes danced in the gusts and once the song was over it softly closed the lids. The four boys walked home together with heavy hearts when they all whipped their heads up at the sound of tires screeching on the asphalt.

"Hey, watch out!"

A large semi sped out of control and right into the boys' path. Kenny pushed Cartman out of the way and took the blow for him.

"Oh my God! They killed Kenny!" Stan shouted.

"You bastards!" Kyle shook his fists at the person who tried to warn them.

Kenny felt his body floating and saw a bright blue light above him. Shay appeared in front of him in a long, pale blue and white dress with large, snow white angelic wings. For the first time he had ever seen, Shay had bubbles running down her face. They reached out for each other and kissed once before the darkness pulled Kenny away from her grasp. The light grew dimmer and dimmer as he awoke back in his bed as the only one who remembers Shay Frost, the fallen angel who saved another.

Thanks for reading! I hope you enjoyed it! I would like to hear some reviews from some viewers telling me what they liked and didn't like while they were reading. If you liked the story great! If not I would like to know why. If you liked my OC Shay Frost super! If not then, again, why. Stuff like that! I hope I don't get any responds from you that tell me that Shay is just a Mary Sue for Kenny, because I really don't intend her to be that way. However, I cannot stop people from what they think, this is just my wish that none will think this in the first place. Once more, thank you for reading! I'm maybe thinking of doing a sequel to this story if enough people give good reviews on it! Arigatou and sayonara! :D