A/N: This one shot was a special request by CMR Rosa. Thank you, Rosa for your patience. I hope I did this brilliant idea justice. Please enjoy it and don't be afraid to leave a review!

Yesterday morning the class was told about Mrs. Gordon's sudden passing… Gordo… Mrs. G. She seemed so indestructible. Especially against Carl's various pranks. Carl has been locked in his room since the news was delivered, besides going to school, many thanks to Lola's single heart-to-heart. She got him to face school the next day. He couldn't help but feel so deeply guilty… for causing stress to the frail teacher… for annoying her over and over! Why couldn't he just have been good? Carl Foutley, good… those two things don't go together very well. How could she just leave him after he had serenaded her at the stupid retirement party? He put his entire heart into that song, he had spent all day writing it with the help of Hoodsey, the rhyming genius of the two. Leaving him high and dry like that… That's not how it was supposed to happen. She was supposed to arrive at school that next morning, completely healthy and happy, and announce that she was in fact staying to teach them for the rest of the year.

Since Carl got home that Friday afternoon, he's just been locked inside his bedroom staring blankly at his ceiling from his bed. Hoodsey has been trying his best to make him feel a little better… Bless him… So far, all the gross outs in the world couldn't make him feel better. Not even his precious eyeball could lift his deeply depressed, restless spirit. That was just making him feel worse so Carl just left his eyeball in the good ol' dog house, away from his sight. All of these memories kept flooding his mind every time he was alone and every time it happened the water works started freely flowing. Carl felt the tears trickle from his eyes as he glared at the ceiling. He shot up suddenly and irritatedly whipped his eyes with his sleeve for the millionth time today. He silently cursed himself before he slowly hugged his legs into his chest and buried his face into his knees as the sun set so vibrantly outside. If she could no longer see the beautiful sunset, then he shouldn't look at it. It was too painful. He turned his back to his window and hid in the shadow of his elevated bed.

There was a soft knock on the door, Carl stirred from his tight ball. He didn't realize that he had fallen asleep. He saw his room filled with the bright Saturday morning sunlight. He lightly rubbed his worn out, raw eyes.

"Carl… I know how horrible you must be feeling…" Ginger's soft voice called from the other side of the locked door. He could hear her soft sigh. He pursed his lips at his thoughts slowly coming back to him. "I-It's just.. time to get ready… Mom says we're leaving in an hour. I know you said that you didn't want to go… But you really should come with us, Carl… She would have wanted you to be there…" …Would she really? All he did was cause her grief since he set foot in her classroom… Did he really belong there with all the people that loved her…? All he did was torment her with robot frogs… glue on her chair…. stuffing chalk in the chalk board erasers… He destroyed her mummified hand! He was a horrible boy. Downright toxic. She probably even said that once or twice in her life. Would she really want him there to see her before she disappears into the dark ground, never to be touched by the warm sun light again?

When he finally gathered up the strength to climb out of his bed, he had a quick flash of her last and final smile to him. That was enough to knock him back down. He leaned against the ladder he had just climbed down from his bed. Tears began to fall and stream down his cheeks. How was he supposed to get anywhere if this keeps happening?! He quickly turned around and he faced his refrigerator. He glared at it. It had no right to serve as a closet, it was meant to hold food but no, he had to have it to keep his pointless nick knacks and his hangable clothes. He kicked the machine. Hard. Once. Twice. Three times. The door was wiggled open and his good suit was peeking up at him from the floor as it had fallen down from its hanger when he was taking his aggression out on its keeper. He stared at it with wide eyes, trying to not think too much about what it meant. It took him a minute to shake himself out of his thoughts and picking it up from the floor with a shaky hand. "Okay… I get it… I'll go." He muttered out loud to his ceiling. "Only because you insisted."

When Carl and his family drove up to the funeral home, they parked in the half filled parking lot in front of the big double doors. He stopped in front of them, feeling his legs turn into jello, as his family walked right up to them. They were both dressed in their nicest, event appropriate clothes. When they realized he had stopped, they looked back at him. "Are you coming inside, Carl?" Lois asked him with a slightly worried expression. Sure, when he said he would go he didn't really think about the cold reality of actually facing her. This was more terrifying than he thought it would be.

"I-I.. um… I'm going to… I need to take a breath before I do, Lola… You two go ahead. I'll meet you inside." Carl stuttered before he turned his back to them. He took a deep breath and exhaled it as he felt his nerves get the best of him. He looked at the many trees that surrounded the funeral home, they danced in the breeze. Unknowing of the death of the best teacher of the decade. It wasn't fair that they could dance like that when such a great person had just left the planet. They couldn't dance for her ever again. He sighed to himself as he ran his hand over his slicked back hair as he watched another group of people enter the building, passing him by without a glance.

"Hey Carl…" He heard a familiar voice call from behind him. He turned his head around to see Hoodsey in his black suit standing in front of the doors. He gave him a small, sad looking smile. "You should come in… It's pretty windy out here."

Carl looked at his feet, "I don't know if I can face her, Hoods…" He said after a second passed. "I've been nothing but a constant terror in her life since I met her… I-I don't belong in there!"

Hoodsey came out of the doors and walked up to him, placing a firm hand on his shoulder, looking up at him. Carl was just looking up at the dancing trees again. "Everyone in that building has lost someone that they loved… You lost a very important person in your life, Carl. If you didn't, then you wouldn't be this affected. I've watched you and you are beating yourself up for something that isn't your fault. I know that's what you're thinking. You didn't cause this… It was just her time, Carl. The big guy upstairs called her… and she answered that call on her own." Hoodsey said to him. Carl looked down at his best friend, he could feel the tears coming again but he pushed against it and they disappeared for that moment. Hoodsey gripped both of Carl's shoulders and looked into his face with a straight forward, serious expression. Carl looked at him and involuntarily sniffed. "…It was just her time…" Hoodsey repeated to him definitely.

Carl gulped dryly and took a second deep breath before he finally nodded to Hoodsey, "Okay… I think I want to see Gordo now…" He said softly. Hoodsey gave him a small smile and he gently turned Carl to face the doors. They gazed at the big oak doors for a second. Carl clapped a hand on Hoodsey's back and gave him a small, very heavy feeling smile. "Thanks, Hoods. I needed to hear that."

"No problem, brother." He replied before they both took that first step towards the building. Hoodsey opened one of the doors and followed Carl through it. He looked around the entrance way, the floors were covered in a grey floral carpet which matched the simple white walls. The building was quiet aside from some light mumbling down the hall. Carl was reminded of a church just by the spiritual aura of the place. It was calm and yet slightly tense. It sent a chill down his spine, picturing what was yet to come of this day. The door opened and shut behind him revealing the person he has disliked for his entire life, Blake Gripling.

"Good morning, Gents… I certainly wish we would being meeting in a much happier occasion… but I-I'm afraid that isn't so.." He said in a heavily tense tone of voice. "Could we possibly forget our differences for this one day? I'm afraid that I'm much too distraught to take part in any low grade slander... She was my favorite teacher as well."

"No one is going to be fighting today, Gripling…" Carl sighed. "We're all here to say our goodbyes to Gordo."

Blake just gave a sorrow filled nod, sighing deeply, he rose his eyes to meet the door they were to go through. "Shall we…?"

Hoodsey nodded and walked in front of them and urged Carl to follow him. Carl exchanged glances with Blake who was next to him and slowly followed his friend down the hallway and into the last room on the left. He had his eyes glued to the floor at the moment in intense nervousness. His throat was drying up by the second, every step took him closer to that casket in the front of the room. In no time at all, Hoodsey had led him straight to the person he was afraid to face.

"She looks rather peaceful, if you ask me…" Blake said in a whisper.

"Yeah…" Hoodsey agreed with a light sigh. Carl closed his eyes and took a deep breath and forced himself to raise his head. When he opened his eyes, he glanced at the body of his dear former teacher. She wore her white hair in that same tight, high bun he was used to seeing day in and day out. Her old glasses were nowhere to be seen. He kind of missed those square, bold rims. She did look quite peaceful… It was suddenly so much more real. He placed a hand on the edge of the casket and grazed his fingers against the pure white satin lining. He couldn't look away now. His eyes were glued on that familiar face.

"C-Could I get a few minutes alone… to say my piece to her?" Carl whispered to the two boys at his side.

"Yeah. Do what you have to do." Hoodsey said.

"I suppose I could mingle with our classmates for a minute or two." Blake sighed before he and Hoodsey left his side.

Carl felt a knot form in his throat. He gulped at it before he took a shallow breath, "I have to tell ya, Ms. G… I never thought I would ever see you like this. You always had that strict, strong sand against me.. It kinda made you seem like you could take whatever life threw at you. If you could handle me, than you could endure anything… When you left school after I had stuffed those frogs in your purse… I felt like I had lost my mojo. I realized that you were the one keeping me going, even if you see that as a bad thing… it isn't. I was me. Now… I'm lost again. I don't have it in me anymore." He said to her, he took another breath and tried to compose himself so he didn't break down in this very public setting. "You were my foundation, Gordo. Everything collapsed when you left us. Now, I've just been reflecting on everything I have done to you… I feel so guilty… Y-You didn't deserve it. But when we first met… I remember very clearly… You said to the class, 'Now you all have the benefit of the doubt. Try me and you'll never get it back.'" Carl recalled to her lifeless form, he released a small laugh at the memory. "I never did get it back… You were always keeping a close eye on me and Hoods… I believe that extra attention made Blakey boy here a little jealous… Yep, from then on, you stuck to us hoping we would see the light and be good for once. Whether you believe it or not, you did change me. I was planning on turning my back on those dark, tempting deeds when you returned back to school… I don't know what to do now…" He sighed and looked at the floral arrangements around them. He mindlessly plucked a small white rose from the one next to him and he looked at it as he twirled it softly between his fingers. He felt a tear stroll down his cheek, he didn't bother to wipe it away. Instead it fell from his face and landed on the soft, pure petals of the rose. He inwardly begged himself not to start sobbing, not now. He silently laid the rose on her satin pillow. "As much as I hope you have a peaceful rest… I'm really going to miss seeing that beautifully, wrinkled face of yours, Gordo…" He said in a near whisper since his throat was starting slowly constrict itself in the massive grief he was feeling. He softly pat a hand on hers before he ultimately turned his back to the casket, nothing left to say. He took a few steps towards Hoodsey, who was talking with his mom in the distance. As soon as he stepped away, he heard that slightly raspy voice in the back of his mind whisper out, 'No one likes a kiss up, Carl…' Carl couldn't help but smile a little as he cast a glance up at the decorated ceiling.