They hadn't even been back a week when it started. Will thought Bill was just tired and still recovering from their little adventure. He was slow when the rest of the swarm hurried through the water.

"You okay?" Will asked him one night, "You've barely filter-fed anything."

"I"m just tired," Bill answered waving him off. Yet as the days wore on so did his condition. Four days after their return Will called for Doctor Phil to take a look at him.

"What's wrong with him?" Will asked after the doctor examined his friend.

"I"m afraid it's quite serious," the doctor told him gravely.

"Is he going to be okay?"

"Your friend….has krill cancer."

"Cancer? No, that can't be it," Will shook his head in disbelief.

"He doesn't have much time," Doctor Phil continued, "I"m very sorry." He swam away leaving Will alone. It took him a few minutes to process the information— then a moment of self-pity. It wasn't fair though, it wasn't as if he were the one dying. No, he was dying, without Bill he would surely perish out of loneliness and self-loathing.

"Will?" A voice called and he turned to find Bill behind him wearing a solemn expression.

"Hey," he tried sounding chipper but his voice faltered.

"I know," Bill said nearing him, "so there's no need to lie to me."

"I wouldn't have lied," he defended.

"Everything's going to be fine," Bill assured him. Will just shook back more tears,

"It's not," he argued.

"Whatever happens, I"ll still have my Will," Bill said holding Will's chin in one of his thoracic legs. Will cried then, loud sobs that shook his entire body. Bill cried too, but only for his friend.

Weeks passed and Bill slowly detached more and more. Will tried to spend every second with him, still holding on to the hope that somehow he alone could save him. Then the fated day came when Bill's strength finally gave out and his will was no longer enough. Will didn't cry, his tears had all been spent. Bill's final words were, "Never forget…you were always one in a krillion…to me."

It was a sea burial and his his body floated away from the swarm all was quiet. A week later Will committed Krill suicide.