Disclaimer: I don't own Men in Black

You can expect a spoiler or two from MIB 3, if you haven't already been spoiled by the title. Or you could have assumed I was creating a plot out of thin air. In actuality, the fic is based on the opening moments where we learn Zed has passed. Jay clearly believes Kay does not show enough emotion for the man, but what if he had?

It wasn't a normal death. Not in MIB standards. Maybe it was normal to the outside world. No one would understand it because no one outside of MIB knew. His death had gone unnoticed when it happened. It happened quietly, with no one around—except for one person.

Kay had heard it. He had felt that something was wrong even though he was no where near the man when it happened. No one was. He was in the coffee room, absolving his caffeine needs. It had been another ordinary morning, for the MIB anyways. Kay wasn't expecting anything different. But as he made to take a sip of his hot coffee, he found himself freezing.

Something was out of place. He'd felt it, like a sudden shock to his system. Then he heard it. There was silence, but somehow he heard the rattle; that awful death rattle.

Kay didn't turn around when a group of MIB agents ran past his door in the direction of the silent noise. He couldn't so much as move from his spot. The worms who were in the room with him looked up curiously at the sudden panic.

"What was that about?" one asked another.

"Search me."

"Maybe there's an invasion."

Kay didn't react. He remained with his back to the door, coffee still in his hand. He closed his eyes and tried hard not to think. He tried hard to silently deny the meaning of the silent sound and the panicked agents running past the room. It felt like an eternity that he'd been standing there, seemingly alone. Even though the worms were there with him, he was convinced he was alone.

"Kay?"

The quiet, soft voice of O alerted him. He opened his eyes and looked around. He didn't need an explanation. Her worried and grim look of pity directed at him was enough to make him set his coffee down and leave the room.

"What's going on?" one of the worms asked.

"Somebody die?"

Kay didn't linger on what the last worm said as he quickly made his way down the hall. He didn't want to believe it was true, but somehow, he knew. O trailed beside him. They were silent in their walk. O kept glancing at Kay, but Kay kept his view focused straight ahead of him.

"How bad is it?" he dared to ask after a while. The way he'd asked it, made him sound older and more tired than he looked. Of course he was in his senior years, but most would hardly notice it. Kay was good at hiding that part of him, but not today.

"He had..a heart attack," O said simply, allowing him to put the pieces together himself. The rest of the trip was silent.

In Zed's private office, there was a crowd of concerned agents gathered around. When they saw O had approached with Kay at her heels, they quietly parted and carefully observed the stone-faced man as he passed them to stand in the front. They were searching for any sudden cracks in his demeanor. Any hint of a wet eye or cheek.

There, laid out on the floor as if he was asleep, was Zed. His eyes were closed and an agent skilled in medical services was doing all he could to revive him with cpr. Kay took in the scene all at once. Then the agent raised his head and shook it at the awaiting crowd. O clasped a hand to her mouth, but she did not cry. Nobody moved. Nobody said anything.

"Excuse me! Excuse me!"

Kay didn't react at the sounds of Jay making his way through from behind the crowd. Had he not come into headquarters late, it would have been he who escorted Kay to Zed's body. Kay didn't turn around when Jay fell silent behind him.

"Yo man, why isn't anyone getting' him to a hospital!" he demanded. "Why y'all just standing..."

"Jay, Jay. He's dead," O told him quietly as she moved toward him. Kay didn't have to turn around to know she was laying a hand on his chest to soothe him.

Kay didn't react. He simply stared, grim faced, down at Zed. Hearing O say he was dead, made it all the more real. Jay gave a sigh and became one of the silent watchers. Kay could just sense his eyes on the back of his neck. He could sense most of their eyes, as if they were waiting for him to make the first move.

Kay had considered stepping forward and kneeling down. His heart was telling him to. But such feelings had been locked away long ago due to a previous incident that had also involved a death. Besides that, this was the workplace, and it was vital that emotion was kept out of it. So he didn't step forward.

"Agent M."

"Ah, yes?" The agent that had tried performing cpr, stood up and faced Kay.

"Alert the rest of the medical team and proceed to initiate cremation process."

"Yes sir."

There were no marks of outrage at his coldness. The man had just died, but that didn't mean they were out of a job. Kay turned to O to make sure she reminded the others of this important fact.

"As the next chief of MIB, I trust you can handle the following procedures."

"Yes, of course." Her eyes were wide and alert.

"Then I'll leave you to it," Kay said as he made his way back through the crowd.

Kay could hear the talk occurring behind his back. No one had dared expressed any kind of emotion with his presense. He was the reminder that they needed to upkeep their professionalism. At the moment, he found it a struggle to keep up his own.

"Kay! Wait up man!"

Kay didn't pause at the sound of his partner's voice. He didn't slow down for him to catch up. It didn't matter since he was determined enough to walk with him.

"Hey look, I'm sorry man," Jay started. Kay ignored his eyes upon him. "But sometimes, these things happen. Now if there's anything I can do…"

"Make sure O carries out the proper arrangements. I don't want her becoming so overwhelmed that our assignments become off schedule."

"Whoa whoa whoa!"

Jay reached out to Kay, making him stop and face him.

"Are you kidding me? The man just died and you're talking about schedules and arrangements."

"Look, the sooner we get back to work, the easier it will be on everyone," Kay explained simply. Jay could not see so much as a tear on the man's cheek. No furrowed brown or quaking lips ready to turn into a frown.

"Easier on everyone, or just you?" Jay said it a little more harsh than he intended, but he had to know if the man felt anything at all. Kay pulled away from him and started to walk away. This time, Jay didn't follow.

"Nice to know how much you cared about the man!" Jay cried after him.

"I did care about him," Kay answered without turning around.

"Or maybe, he was just some fat dude to you, barking out orders!"

At the insult, Kay did stop. Jay was ready for whatever the man had to say. But Kay didn't turn around. He pushed himself to ignore his partner. He was in an emotional state. There was no reason for him to take him seriously. For the moment, he just wanted to be alone. So Kay picked up the pace again and walked away.

It wasn't true. He did care. He cared enough to notice how unusual it was for Zed to die. Agents didn't die of the same things ordinary civilians did. They died from alien viruses or blasts from alien guns and technologies. They didn't die of heart attacks. But Zed had, and once he knew he was well out of sight of Jay around a corner, Kay leaned against the side of the wall and let his head drop. He ran his fingers over his eyes in a tired manner.

"I did care," he said quietly. Maybe as a way to convince himself. Just because he hadn't shown it, didn't mean he was being a cold bastard. With Zed gone, it was more important than ever that they uphold their professionalism. One death should not be strong enough to take down the agents of MIB. You had your say and then you moved on. Even though Zed was in charge, he was still another worker.

But to Kay, he was also a good friend.

So when the time came to make that eulogy, Kay made a note to keep the emotion out of his words. He'd write a hell of a speech for the man. One that was to the point. One that told all the workers of MIB what kind of man he was. One that would keep Jay's mouth shut. But first, he needed to make sure his face remained dry. He lightly dabbed at his eyes with his sleeve. After all, he had an image to maintain. A strong image of a soldier moving on and facing the hardships ahead, without Zed to lead them. Without his friend.

It had been a natural cause. One of those things that just happened, like Jay had said. Still, Kay felt it might have been in his power to do something. But he hadn't. No one was to blame, and it was up to them to figure out how to handle it. Kay knew how he'd handle it as he stared forward. And even though he wasn't much of a follower in the beliefs of the spiritual world, he said it anyways.

"You were one hell of an agent," he said, to no one in particular.

The simple line said it all.

Kay continued on his way to write that eulogy. To write something that would really move people, particularly Zed.

Originally this was going to be a two shot, and it was going to be like a 'what if' scenario, where Jay had to console a very hurt, teary-eyed Kay. But then I thought I'd make it fit in more with the movie and Kay's character. Make it like a deleted scene or so from MIB 3. I don't know why, but I imagine Zed's death to be common. I mean he doesn't really leave headquarters and his death was treated briefly in the film. Also, I'm lacking some time.

Please review guys! I'm having a great time writing MIB fics, and I have a better time knowing there's still people out there enjoying them and reading them.