I wrote this a long time ago, thought I would finally post it. I know this topic has been done before, but this is my take on it. This hits close to home for me and where I work.

Disclaminer: I do not own IZ nor make any monies from it.

Warning: Character death

Dib doubled over, coughing as Zim punched him.

"You're getting slow Dib-stink." He taunted. Zim knew the Earthboy had been ill lately and was using it to his advantage.

Dib staggered back up a sly grin on his face. "You know this won't stop me." He took a step towards Zim but then another racking cough took him and he doubled back over. He didn't seem to be able to stop, and when he did his breathing was ragged and wheezing.

Zim took a step towards him, a slight frown on his face. Maybe he shouldn't have hit him so hard that time. After these last several years, their fighting seemed more of game now than anything, a sort of odd friendship if you could call it that.

"Gaw, go home and get better before you try to fight the all mighty Zim Dib-beast. You're no fun when you're sick."

Zim turned and left, he was NOT going to let the Dib win because he felt sorry for him.

Three days passed and there was still no sign of Dib at Skool. Zim tapped his fingers impatiently on his desk. When the fourth day came and still no Dib he marched over to his house and banged on the door. Gaz yanked it opened and Zim practically jumped back, but for some odd reason she didn't seem to be bothered by Zim banging on the door.

Zim got his courage up and brushed past the scary Dib-sister and marched up to Dib's room.

"Zim wait." Gaz called after him.

"Where are you Dib? What are you planning this time? Zim is here to laugh at your pitiful attempts to stop me." But the room was empty, Dib wasn't in there. Zim spun around as Gaz reached him.

"He's not here." She told him. "And he won't be coming back."

"EH? Is he trying to hide from my greatness? Too scared to face me?"

Gaz only rolled her eyes at him. Then she looked away a moment.

"Come on, I'll take you to him."

"That's better." He told her as he followed her.

But he wasn't prepared for where she took him, or for what Gaz told him.

The hospital seemed cold, white, with lots of germy people, but the thought of Dib made him keep going. He didn't believe her, he wasn't going to believe her. His Dib was NOT dying.

They stopped in front of a door and Gaz pushed it open.

"Hey Dib, someone demanded to see you." She turned and walked off, letting them have privacy.

Zim entered the room, the beeping noises, the tubes hooked up to Dib's arm as they gave him fluids and checked his vitals. Dib looked up from the book he was reading and smiled at him.

"Hey spaceboy." He taunted.

Zim marched over to him and grabbed him by his T-shirt he wore, yanking him so his face was next to his.

"What game are you playing at now Dib-worm? Are you trying to trick Zim?"

At first there was sock in those golden brown eyes and then Dib started laughing, which turned into coughing. Zim had to let him go so Dib could have some space, a frown on his face.

"Don't worry, I'll get better and then I'll be there to kick your butt any day." Dib replied after his coughing was done, a sly smile on his lips.

"YOU LIE!" Zim screeched at him as he jumped up onto the bed and grabbed him again. He wanted to hit him, punch him, why did his squeedly-spooch hurt? He wasn't even aware he was crying, Dib's arms around him, hugging him.

"It's ok." Dib kept saying his voice was soft, quiet as he just held him. Zim let his voice sooth him and took a shaky breath, his own arms had pulled to boy closer to him and he wasn't ready to let this go yet.

"Why can't they fix you?" Zim asked

"Sometimes they just can't." he told him.

Zim went home that night and looked at everything he could. If they couldn't fix Dib then maybe he could. But the human genetic cells and make up were too complex for his machines made for warfare and killing. And those awful mutant cancer cells were reproducing way too fast.

He marched back into Dib's hospital room the next day, but he faltered slightly not sure what to say.

"So what is your devious evil plan this time?" Dib asked a smile on his face, "Just so I can tell you just how I'll stop you."

Zim glared at Dib a moment before arrogantly marching over to the bed to sit up by dib. Then he began to tell Dib his next plan of world conquest, and Dib would interject at how he would stop him. Sometimes they would argue and laugh at each other, and sometimes they would just sit and say nothing. Sometimes Zim would end up sitting in Dib's lap as he held him, or Zim would sit behind Dib playing with his hair as they talked.

But one thing that didn't get pass the Irken was everyday Dib was growing weaker and weaker. One day in particular Dib seemed too exhausted to play their little word game so Zim would tell him the story of his plan and how Dib would stop him, always making Dib seem foolish or get embarrassed somehow. Dib would laugh softly, eyes closed a smile on his face as he listened.

One night during his tale Dib interrupted Zim.

"Will you, will you tell me about Irk? What's it like up there?"

They were lying down on the bed, Dib no longer hooked up to the tubes, since he no longer had need of them. Zim wrapped his arms around Dib and snuggled into his back. He began to tell Dib of Irk, and being a smeet, his training as an invader, the Armada, and the Massive. He even told Dib about the Tallest and how it was every smeets dream to become Tallest. He told Dib about the stars and traveling through space and how cold and lonely it could be sometimes, with only an insane robot to keep you company. Dib interrupted him once.

"I'm really glad I meet you Zim." His voice was so soft, sounding so tired.

Zim clutched Dib to him, leaning his head into that mop of hair, for once he had his disguise off and he let his antennae caress Dib. "I'm glad I met you too Dib."

Zim continued talking quietly, but listening. Dibs breathing was quiet, he could feel the faint heartbeat softly under the front of Dib's shirt where he clutched at him. At some point Zim had stopped talking and just held his nemesis, his foe, his friend. Even after Dib had sighed his last breath Zim stayed that way until his own body ached.

He stood finally and gently laid Dib back, pressed his forehead to his, his antennae gently touching his face. Zim stood, and looked around the room finding what he wanted. That jacket, the remnant of their battles and friendship and of Dib. Zim slipped it on, took one last look at Dib, then left.

This dirt planet held no meaning for him now, the one thing that mattered was gone. There was nothing left to stop him from destroying it.