A/N: I don't own Sanctuary (if I did I'd make Will and Henry immortal, because they're frickin awesome)

The soft beep of the monitor was the only noise in the room; Helen Magnus looked up from her book and looked into the pale glossy eyes of her former protégé. His breathing was shallow but there was still a hint of a small on his face.

A single tear slid down Magnus's cheek as she gently took his frail hand in hers. Closing her book she rested on the side table.

Many years ago when she let him into her life, she knew this would come to this. Him frail, old and worn out. Her, the same as she was, when she meant him. Not a wrinkle gracing her face.

More tears slipped down her cheek, as she remembered burying Kate only a few years earlier. She had lived a long, eventful life. Finally she stopped fighting and died in her sleep aged 89. Her hard life had taken its toll.

Big Guy had passed away, a year early, his long life finally ending, during a raid in the Sanctuary. She honestly thought he would stick around and be with her. But just like many around her, he left and never returned.

Henry died last October, finally succumbing to old age. His life had been good to him, and she had mourned him. She had lost Ashley, her daughter and now she has lost her son.

And lying right in front of her dying was the greatest friend she'd ever had. Someone who stuck by her and cared for her. Through thick and thin, he had stood by her side. Helping her on her journey to help, to care and to protect. A journey that will still go on without him.

The emotional mask that usually, graced her face disappeared in an instant as Will gently squeezed her hand. Tears ran freely down her face, as she looked at him.

Just a quick trip to the infirmary, giving him her blood, could make him immortal. Able to fight with her and continue the journey.

She couldn't do that; she could let him feel the pain she was feeling. Seeing her friends, lovers, and colleagues die and she not age a bit.

Standing up she let go of his hand for a second before sitting down on the bed.

"Hey Magnus" said Will

"Will, I think over all these years, you've gained the right to call me Helen" said Helen as she lifted a hand to wipe the tears away.

"Helen, then" said Will smiling slightly "Thank you, for being there for me all those years, for being that mysterious woman that was in my dreams, in the hallway"

More tears slipped down her cheek.

"Thank you, for showing me this side of the life" said Will "for opening my eyes to this side of the world, the side that needed help"

"You're welcome Monkey"

Will let a weak laugh "Always with the monkey thing"

"You are a cheeky monkey" said Helen "there's no denying it"

"Don't forget Helen, I'll always be with you" he grasped her hand tighter.

"Thank you" said Helen "not only did I help you, you help me, you helped save lives as much as I did"

"You saved more" said Will

Helen smiled "We did it together"

He coughed and more tears threatened to fall from Helen's eyes.

"Go to sleep, Will" said Helen gently smoothing the hair away from his face.

He closed his eyes and let out a sigh. Helen watched as the rise and fall of his chest slow, his breathing short. Until finally the last breath left his lips and his eyes slowly closed.

Helen looked up as the monitors beeped and fell silent for the first time in 2 years. Tears rolled freely down her face as she grasped his cooling hands in hers.

"Sleep well Cheeky Monkey" said Helen kissing his forehead "you earned it"

The last of her close friends was gone. Leaving her alone in the world. But she would still continue the mission, they would always be there no matter when or why.

Helen stood up and looked over through the window.

"Good Bye Will" she whispered