Sweetie Belle sprinted down the dirt path through Sweet Apple Orchards, towards the farmhouse. There, she saw five ponies laughing it up whilst drinking mugs of cider like there wasn't a care in the world. Spike stood beside them, writing a letter for the Princess about another lesson Twilight learned on the magic of friendship.

The white filly ran towards them with tear tracks inscribed on her cheeks. They only had a split second to look at her before she started screaming, "Where were you guys!? I've been looking everywhere for you!" Fresh tears blurred her vision.

The ponies, feeling guilty yet confused at the filly's outburst, exchanged glances. Applejack placed her mug on the ground and approached the panting, sobbing unicorn. "Now calm down, partner. What's wrong?"

Sweetie Belle glared at her with puffy eyes and spoke between incoherent sobs. "I-I looked at the library, the cake shop, and no one was there! I thought something bad happened to you guys!" She broke down into greater wails.

Applejack's heart ached to see the little mare cry. She lied on her stomach beside her and tenderly wrapped a foreleg around her shoulders. Sweetie Belle sniffled, her whimpers declined.

Pinkie Pie hopped in front of her, craned her head low to the ground so that her chin was buried in dirt and said, "Come on you silly filly! Let's turn that frown upside down!" She rotated her head 180 degrees like an owl. Sweetie Belle giggled at the party pony's skit, causing her to pump a hoof in the air in victory. "Yes! I made somepony smile!" She cheered.

Rainbow Dash landed beside her, slightly perturbed at the insouciant pony. "Pinkie, I think this is a little more important than making the kid smile."

Pinkie stopped her bouncing, yet her joyous expression remained unfaltered. Applejack looked down at the sniveling pony. "Now what's wrong sugarcube? Why'd ya wanna see us so bad?"

She wiped her misty eyes. "It's Rarity." She said in a trembling voice. "Something's wrong." Her eyes immediately began to water as the horrifying memories flooded her mind.

Applejack's heart skipped a beat, yet she remained collected. "What happened to her?"

Sweetie Belle felt her stomach was filled with lead, not knowing how to say the words. "She-I, uh....I was sleeping on the couch downstairs, and then Rarity started screaming my name." Her heart beat with adrenaline, remembering how she was uncharacteristically screaming for her little sister of all ponies. "So I got up there and she was lyin' on the floor, not breathing!" Her eyes caught sight of a vibrant blue jay resting on a tree branch. For reasons she couldn't explain, it filled her with dismay, like something bad was going to happen with her older sister.

Everypony's eyes widened. "What!?" Rainbow Dash said in a loud whisper. Spike looked particularly shocked, clutching his small claw over his heart and breathed in short bursts. He kept whispering Rarity's name to himself.

Applejack tripped over her words, trying to collect her thoughts. "So uh-what did you....what did you do after that?"

Sweetie Belle explained in a calm, steady voice, "I sprinted to the hospital, told them what happened, and then I tried finding you guys."

"So she's at the hospital!?" Rainbow asked in an urgent matter. Sweetie nodded. "Well what're we waiting for!?" She and Fluttershy took flight. For the first time in a while, Pinkie Pie sprinted underneath the pegasi's shadows rather than hop.

Applejack got up and leaned over for Sweetie Belle to climb on. She awkwardly clambered up and the cowpony started sprinting with a hitched Spike and Twilight beside her.

The baby dragon grabbed a clawfull of Twilight's mane to keep his balance and stared at the hyperventilating filly. "She'll be okay, Sweetie Belle!" He yelled over the wind rushing past the accelerating ponies.

The adolescent unicorn locked green eyes with the reptile as she struggled to stay mounted on the earth pony's back. "Are you sure?" She had to scream over the deafening gales.

Spike nodded, "Rarity's strong! She'll pull through!"

After a rough, exhausting ride the ponies hurriedly squeezed through the automatic sliding doors without giving them the chance to open up all the way.

The entrance wing was a plain, boring room on tiled floors and the walls lined with red cushioned chairs, tranquil paintings of sailboats on lakes and sunset backdrops watched over each row. Across from the auto-doors was an unoccupied desk with a potted plant resting beside a terminal. Where the desk broke off was a path that led to the back of the room into the bowels of the hospital.

Nurse Redheart was already awaiting their arrival, standing at attention with the desk behind her. "Oh, good. You're here." She said in a kind, warming tone as the ponies caught their breath.

"We're...here." panted Twilight.

"Where's Rarity?" Spike asked urgently. "Is she okay?"

The nurse pony's face fell, crushing Spike's spirit. "She's alright, but-" She didn't know how to break the news, especially to the minors.

Applejack, maintaining her composure, noticed the nurse glancing sympathetically at Sweetie Bell. The cowpony stepped beside the evidently worried filly and said, "Anything we hear, she hears too." She swallowed hard, dreading the news she was about to receive.

The nurse exchanged glances with each distressed pony. Even Pinkie Pie was visibly anxious. "Very well." Redheart began. She took a deep, calm breath and exhaled. "Rarity suffered from a heart attack due to some stress she's encountering at home. When we did a medical scan, we found a...." her voice cracked on the words, "malignant brain tumor."

Like a slap in the face.

She gave the ponies a moment to recover from the shock, the only audible sound being the mind-numbing ticking of the wall mounted clock, over looking the whole scene. Fluttershy placed a hoof over her mouth and whispered, "No...no no no no no." to herself over and over again, on the brink of tears.

Rainbow Dash tried resisting, though it was useless. The only thing she could utter was a tearful, "What!?" An unbearably tight knot twisted up in her stomach.

"Oh mah stars...." A.J. mumbled whilst taking her hat off and placing it over her heart, her mind overloaded with trying to process this information.

Spike wrapped his arms around Twilight's forelegs and buried his face in her coat, sobbing. The librarian would've allowed her emotions to overtake her, but she had to remain strong for her number one assistant. She tenderly rubbed her head beside his in an attempt to comfort him, allowing a single visible tear slide down her cheek. "It'll be okay, Spike." She whispered.

Sweetie Belle looked around at the mournful ponies, worried and confused. "What-What does that mean!?" She asked, voice cracking with emotions.

Nurse Redheart continued, "I'm very sorry. I know this'll be a very difficult time for you but-"

Pinkie Pie took this the hardest. Her aqua blue eyes darted around the room, her heart rate picked up, and breathing became paced as she struggled to keep a smile on her face. The only thing she could say was, "You can fix her, right?" Nopony answered. "Right!?" She then broke down completely, collapsing to the ground and rubbing the downpour of tears from her eyes.

The white mare somberly nodded her head. "I'm sorry," She said again. Before she could finish, Rainbow lashed out and flew up to the nurse's face, "Sorry!? Our friend is dying and you're sorry!?" The nurse backed away until her flank bumped into the unoccupied front desk.

"Dying!?" Sweetie Belle cried

"Rainbow!" Applejack snapped. She sat on her haunches, pulled Sweetie in and hugged her tightly, who was staring at the ground with a ghost's stare.

Feeling guilty, the brash pegasus flew back and landed beside her friends. "I'm sorry." She muttered. Redheart's tension lessened. "It's okay." She said, relieved. "But I am deeply sorry you have to go through with this. My sister died of brain cancer last year." She closed her eyes, recalling the memory.

Twilight looked up from the still weeping dragon. "I'm so sorry." She said with a cracked voice.

The white earth pony smiled, "It's fine. When my family found out, we were devastated. So what did we do? We stopped pitying the inevitable and spent as much time with her as possible before she passed. And when it happened, we were glad that her last days were some of the happiest in her life." The nurses face brightened up. "I think Rarity would enjoy the same."

Twilight beamed warmly and did a slight nod. "I think she will."

Nurse Redheart turned her attention to a clipboard lying on the desk and took a pen in her mouth. She scribbled a report and looked back at the recovering group of ponies. "When you're ready, Rarity would like to see you guys."

With a sense of bleak hopelessness, the ponies rested for a moment to recollect their thoughts. They gathered in a private, windowless room Nurse Redheart set up; an empty quarters with seven plastic fold-up chairs set up in a circle. Despite the ample seats, Spike drifted asleep on Twilight's back, resting his head against her well-combed mane.

"This is terrible." Applejack said glumly, eyes locked on the tiled floor. "This can't be real....it just can't."

To the left, Pinkie's face showed happiness yet her teal eyes were outlined with a shade of red, "We have to be happy! If we're sad, then Rarity's sad, and that's no fun at all!" He naivety actually lightened up the heavy mood, drawing some quiet chuckles from Twilight and A.J.

Across from the pink earth pony, Fluttershy nodded. "I agree with Pinkie. Rarity's probably devastated already without us being sad too."

The minor remained silent this whole time. "Will my sister by okay?" Sweetie Belle asked with glossy eyes. Applejack felt her chest tighten at the sight of the depressed filly. Sweetie reminded the country esque pony of her own kin, Applebloom. She couldn't bear the thought of how her sister would react if she were to perish.

The only thing she could say was a somber, "Maybe." She knew Sweetie wasn't an idiot. She heard what'll happen back there.

Nurse Redheart poked her head in the doorway, looking chipper, though it was probably an attempt to lighten the dreadful mood. "Guess who wants you guys to pay her a visit?" She said in a sing-song voice. Nopony answered.

The nurse took this as a hint to cut the act. She opened the door and filed the anxious ponies through the hallway. Not a pony uttered a sound until they arrived at room W123. Twilight's heart skipped a beat as the white wooden door creaked open, inching ever so closer with the gut-wrenching sight of a bedridden Rarity. And sure enough, there she was. Her weak smile grew wider at the sight of her friends, the pair of sapphire eyes looked glazed over in the dimly lit room. She appeared great despite the circumstances. Her curled mane was pristine as always and her cream colored coat looked fairly groomed as well, though her face was devoid of any make up, giving her a rather abnormal look.

The ponies didn't even bother to take not of this. They just cried out Rarity's name and jumped her. Pinkie was the first to wrap her forelegs around the unicorn, squeezing the life out of her.

"Ugh, Pinkie Pie...can't-breath!" She choked. The industrial strength earth pony released her hold and giggled, "I'm sorry, Rarity! It's just that I'm so so happy to see you!"

The others gathered around as the nurse vacated the room. "You got us real worried back there!" Rainbow commented, fluttering overhead.

Sweetie Belle hopped onto her sister's stomach. "Rarity! You're okay!" She cried, allowing tears of joy to stain her coat. The elder leaned over and buried her muzzle in her sister's back. The cotton candy-maned filly tilted her head to the side and caressed her cheek against Rarity's. "I'm sorry I gave you such a scare, darling." The whole scene brought tears to Twilight's eyes, not because it was a happy one, but because it was so tragic. It shows how much Sweetie and Rarity love eachother, and a foreshadowing to what'll happen when the time comes.

Sweetie hopped down from Rarity's bed, still grinning with ecstasy. Applejack to climb up to her back. The filly complied, standing on her hind legs and peeked over the pony's cowboy hat. The ponies all wore tearful grins, not sure what else to say. The unicorn laughed, "I apologize you have to see me like....this." She looked down in shame so the others wouldn't have to see her face voided of any makeup, thinking it made her look ghastly.

Twilight smiled underneath her tears and said, "It's fine Rarity, we're just glad you're okay." She trotted over to the left side of the bed.

Spike stirred from his deep slumber with Rarity's well combed mane being his first sight. Overcome with pure joy, he hopped from Twilight's back and flawlessly wrapped his skinny arms around the unicorn's neck. "Rarity!" Was the the only thing he could say from his tears of joy.

The pearl white mare returned the embrace and made a blissful shriek, "Oh my Spikey Wikey! It's so good to see you!" The dragon's purple complexion turned a bright shade of red as he released his grasp.

The blond pony gave her a hefty pat on her shoulder, "Don't go off scarin' us like that again, ya hear?" She said in an obvious joking tone.

Her pink earth pony counterpart bounced with excitement, "When you get out of here, we're gonna throw you a big welcome home party! It's gonna be the biggest in Equestrian history!" Rarity gave a sheepish laugh, "I'll keep that in mind." She said with gratefulness etched from her tone.

The light yellow pegasus was silent the whole time, shedding tears without a word. She looked up at the bed-ridden pony with pink and blue eyes, awkwardly gliding a hoof on the tiled floor. She tried to think of the right words to say, "I'm happy your happy, Rarity." Rarity grinned and tapped Fluttershy's hoof with her's in acknowledgement. The pegasus's soft yellow eyes shone with tears, she tried to continue, "And..I would real-really appreciate it if...if you don't..." She turned and bolted out of the room with her cries of despair echoing down the hall.

Twilight followed her in pursuit screaming down the hall, "Fluttershy! Wait!"

An awkward silence filled the room. Rarity glanced around everyone's concerned expressions. "Poor thing," Applejack muttered. "She'll come around, don't fret sugarcube."

Rarity's smile grew wider as she took in her friend's comforting thought. But then she remembered why she was in here in the first place, looking out the window shooting a ray of warm light into the room. "Friends," She began in a stern tone, "it means so much to me that you're all here, but let's not forget why." Everypony followed her gaze up to the I.V. dripping fluids in a soft rhythm.

Every pony's face fell. Rarity continued in a somber tone, "The doctors aren't sure when I'll go. It could be now, it could be tonight, it could be at the end of the week."

Applejack slammed her hoof on the ground, making every pony jump. "Now quit thinkin' like that, your 'lil sister's here! You're sick, and there's nothing we could do about it!" Her voice shook with hurt emotions. "Cryin' ain't gonna fix it, pity ain't gonna fix it, and anger ain't gonna fix it!" Rarity was completely shocked to hear the normally headstrong earth pony talk like this, like she was about to burst into tears at any given moment. "I'll be darned if we don't make these last few days some of the best in your life. Are ya with me?"

The unicorn took a moment to soak in what she just heard. Meanwhile, the others stood in stunned silence, not expecting what'll happen. Even Pinkie Pie was muted by that rant. After several seconds of awkward tension, Rarity nodded. "Yes. I would enjoy that very much."  

The ponies all closed in on the sick dressmaker and pulled her in for a warm embrace. For the longest time they stayed like that, wishing this moment would last forever. In one way or another, tears broke their way through the ponies' eyelids.

"Fluttershy, what's the matter!?" Twilight Sparkle asked, following the yellow pegasus out the front door of the hospital.

The humble pony only made a quiet sniffling sound with her lengthy pink hair blanketing her face. The librarian, not knowing what else to do, brushed the mane out of the way. Fluttershy didn't resist. When her soft pink hair was groomed to each side of her face, it revealed the fur on her face to be ruffled and messy, stained with tears.

"Oh my," The lilac unicorn began, "Fluttershy, why're you so upset."

The pegasus mumbled something incomprehensible.

Twilight leaned an ear closer, "What was that?" She mumbled again. "Again?"

Fluttershy finally blurted out in a quick, soft voice, "I don't want her to die." Sadness edged her throat, "I mean, I saw her yesterday! I saw her Twilight, I did! But...but she was fine, she was happy and-and..." The pegasus exploded into tears.

Without warning, she wrapped a foreleg around Twilight and buried her face into her violet coat. The only thing Twilight could give is a reassuring pat on the back and some soothing words, "I know Fluttershy, I don't want her to go. But there's nothing we could do...." She trembled on the last words as choke wails caught her throat, "The best we could do i-is be with her until the end."

The soft-spoken pegasus nodded, "I hate this, Twilight." She whispered.

A/N: Alright guys, I kinda need your help with something that's a little 'personal.' Somebody messaged me how this story reminds them of another story, 'Loss' by Caffum. Out of curiosity, I checked the story out, and not only does it have some elements I planned on using, but it's so well written that I'm actually kind of intimidated by it. Honestly, I don't know what I'm asking from you guys. Some advice? Words of wisdom? What I should do? I don't know. Maybe I'm just rambling.