A tribute to Wesley/Fred. The tragedy of a love that got its end, but never its start. Song lyrics underlined take place before Fred's sickness (during the end of 'Smile Time' where they kiss). Lyrics that are not underlined are set during her sickness, while she's dying.

Song used is "Falling Away with You" by Muse

I can't remember when it was good
Moments of happiness elude
Maybe I just misunderstood

Images of supposed memories perplex them both. At times, she thinks she and Wes had all a beautiful friendship could have... and at other times, she knows this is not true. They were never happy. They never had the chance to be... something always held them back. Gunn, Lilah, betrayal. Whatever it was... it stopped them from being together. Fred's decided a while ago that that's not going to stop her from pursuing her latest dream – latest love – Wesley Wyndham-Price. No, they both know it was never perfect... but it will be.

All of the love we left behind
Watching the flashbacks intertwine
Memories I will never find

They left so much behind. He regrets it. He regrets that he's waited years until he had the chance to kiss her and warmly place his arms around her slender shoulders. And even when this occurred, she was the one to make the first move. He still doesn't believe it – timid Fred just grabbing him and kissing him. He thinks he loves her even more for this sudden transformation. Within the darkness of his mind, he recalls each detail of each moment he had ever spent with her. He watches the memories topple each other; going at a pace even he can't understand. The flashbacks intertwine forming a montage of moments. He feels her soft, tender lips depart from his. And in this moment... he doesn't need to rely on memories... and frankly doesn't care if he ever finds them within his mind again... he's got her, and that's all that he needs. Wesley responds to Fred's kiss with one of equal fervor and warmth.

So I'll love whatever you become
And forget the reckless things we've done
I think our lives have just begun
I think our lives have just begun

This is the beginning of the start of a beautiful love. He knows it; he feels it within his bones. The memories he's envisioned mere seconds before don't matter to him anymore. Because up until now, he thought he would only be forced to recall those memories... and never have the opportunity to create new ones. He is comforted to know this will not be their outcome. They'll finally have the chance to be together. In a world of dimness and misery, he'll have the light he's long longed for.

And it isn't of importance to him what she'll become. Through the ups and downs, whether she'll succeed at her dreams or not, in the moment their lips meet, he knows he'll love her for whatever she is... whatever she was and whatever she'll become. Now he only remembers the few good times they've had together, with surely, many more to come. He's too giddy and absolutely ecstatic to think of anything else – reckless, immature events they've previous gone through are merely the last drops of rain when the bright sun has come out, accompanied by a rainbow. Yes, this is the beginning of the start of a beautiful love – their lives have only begun.

And I feel my world crumbling
I feel my life crumbling
I feel my soul crumbling away
And falling away
Falling away with you

His entire world is crumbling. His world, his life, his soul ... she's got it now. All within the grasp of her hands. He'll gladly give everything he owns to her... his possessions, his very being... whatever she desires, he'll surrender it to her at the sound of her call.

During an intermission, he embraces Fred, holding tightly, trying to keep the blood from completely flushing his cheeks, he whispers into the back of her neck... "I'm yours. I always have been." She replies, "I've felt the same way. But... as much as I adore this, we need to slow things down. I don't want to ruin this moment –" "I understand and agree. Just... let me kiss you again?" "Well, gosh, how can I say no to that?" He sees a brief smile cross her face and notices he's doing the same. He kisses her again and this time, he swears, it feels like he's falling away with her.

Staying awake to chase a dream
Tasting the air you're breathing in
I know I won't forget a thing

But things have changed since last night. Everything's turned upside down since that memorable instant where Fred had kissed him... telling him "'That was a signal...'" Asking him if it was obvious enough for him comprehend. And as a way to make the moment relive itself, he had slyly replied, "'Not even close.'"

Everything's been turned inside out, though. He wonders why Time has never been on his side. What has he ever done to upset it? He never figures out the answer for he is disrupted by Fred's incessant coughing. She's only been asleep for one hour and refuses to be dormant any further. He suspects he knows why she's staying awake. She's staying awake to recall all her aspirations, her goals. She's going after a dream she knows will never come true.

She's dying from a sickness. It's inside her small body right now eating away at her body and soul. Her skin's hardened ... it feels so alien compared to the soft cheek he touched last night. Her breath is shortened and has been modified to a gasp. He feels the air all around her is contaminated and wishes to bring her somewhere else. Somewhere beautiful like her. The mountains, maybe, where the air is fresh and cool. He's fooling himself. It's so easy to confuse himself when she's like this... she was what kept him sane and on the earth. Now he's lost, just as she is, no... more. 'I've been unreasonable, because I've lost all reason'. She was his reason. And he'll never forget her. If he should live to be a hundred, he won't forget one second he spent with Fred.

Promise to hold you close and pray
Watching the fantasies decay
Nothing will ever stay the same

She has spasms of panic sometimes. She shudders beneath his embrace. She's losing her memories, couldn't even remember Feigenbaum was her adored stuffed bunny... funny, he has nothing but memories. Memories of her compassionate smile, the twinkle in her eyes when she's thought up of a wonderful idea... everything about her... resides inside his brain.

She blurts out incoherent thoughts also. And all he can do is hold her close. Hold her and press her tiny form into his chest. He thinks this will keep her safe and he scolds himself for it. He even considers mumbling a Hail Mary, but reminds himself this isn't God's dealing... It's the demon's fault. Illyria... he'll loathe the word for an eternity.

He observes as she weeps onto his black turtleneck shirt. She wanted to accomplish so much. She's wanted to travel the world, invent cures, to become everything she could. How full of dreams she was... he's loved her for that. He loved her for her curious streak, her persistence, and her aspirations. Now all he can do is watch those fantasies of hers decay. She'll never get the chance to fulfill them. Like last night, he wishes he could give everything she's ever wanted to her. But he can't do anymore than this... than to hold her, watch her, and realize he's going to be completely adrift without her... nothing's going to be the same.

All of the love we threw away
All of the hopes we cherished fade
Making the same mistakes again
Making the same mistakes again

He can't lie to her. He drops his eyes and glances toward the floor those times he's told her she's going to be alright. He tells her the others are obtaining a remedy as they speak. But cynical as he is, he feels his heart sink into the pit of his stomach. He knows it's a lost cause.

And again he regrets he didn't take the plunge sooner. He should've told her how he loved her sooner. He should've told her his ideas he had for their possible future together sooner. But he didn't. He's repeated his mistakes too many times and yet he's never learned from them. Well, now, he finally has. This is the consequence of his errors, being too slow, being too aloof, being too much of a damn idiot, got him this... Fred's death.

I can feel my world crumbling
I can feel my life crumbling
I can feel my soul crumbling
And falling away
Falling away with you

And now he's going to tell her. He's going to tell her everything he's ever felt. His already broken heart is shattering as the minutes pass, as her strength leaves her, and as his eyes become even bitterer from the salty tears he refuses her to see. He tries his best to keep them from escaping. She's terribly ill and she's crumbling into pieces... but then again, so is he.

She questions him toward the end. "'Would you have loved me?'" And he, without even thinking about it, without hesitation (for he knows this is no time for tentativeness) replies, "'I've loved you since I've known you. No, that's not – I think maybe even before.'" He can tell in her eyes that she knows what he's just said was completely genuine down to every syllable.

He cannot offer more words of consolation. She's falling away. No one can save her now. Not the champion Angel, not God, and most certainly not love. This is her end. And his. The one thing he can think of... the one thing that will do any good is to fall away with her. With his beloved. And so he clutches to her... strong hands grasping onto scrawny arms. He's afraid if he lets go, even for a second... if she's out of his reach... she'll fall and fracture into a million bits like a porcelain doll.

All of the love we've left behind

Watching the flashbacks intertwine
Memories I will never find
Memories I will never find

He demands that she hold on. To hold on to him, to life, to whatever she sees fit to hold onto... but just to hold on. He can't lose her. "'Concentrate on fighting,'" he advises. Even he knows it won't happen, no matter how much he prays for it. Perhaps trying to console him... or possibly herself, she begins repeating, "'I'm not scared.'" The one phrase, over and over again. But words do not provide strength. They both know this.

"'Please, Wesley, why can't I stay?'" Those were the last words he ever heard from her. Already, he imagines those single six words will haunt his dreams for the rest of his existence. She remains limp and still in his arms before her body is thrown across the room and altered into the god, Illyria.

Lost chances. That's what their love was all about. Again, he realizes just how much they left behind and never had the opportunity to retrieve it by being together for good. And all that remains with Wesley are memories. Flashbacks ... sometimes of happy times ... although, those are mostly few and far in between. He can hardly ever find those. The montage of flashbacks has changed now from last night. Now, it is accompanied by a sad tune, one of remorse and sorrow. Yes, theirs is the story of two ordinary people who lost their chance at true happiness. Theirs is the tragedy of a love that got its end, but never its start...

Fred: Would you have loved me?

Wesley: I've loved you since I've known you. No, that's not—I think maybe even before.

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