There were 36 phone messages waiting for freelance music writer Danny Fields when he returned to his Manhattan apartment April 19 after a weekend trip. Reporters were calling about the death of his close friend Linda McCartney, who had died two days earlier at age 56 from breast cancer that had spread to her liver. Devastated by what he heard, Fields reached for the phone. “I called Paul right away,” says Fields. “I said, ‘Oh, Paul,’ and his voice cracked for 10 seconds. We both started to cry. But then I couldn’t stop, and he was consoling me. He said, ‘Wasn’t she great? Wasn’t she beautiful? Wasn’t she smart and together and wonderful and loving?’ ”

Praising his wife was an occupational as well as an emotional habit for McCartney, 55, who wrote dozens of love songs to her during their 29-year marriage. Indeed, his was the last voice she heard as she lay dying, surrounded by her four children—Heather, 35, Mary, 27, Stella, 26, and James, 20. While press reports gave Santa Barbara, Calif., as her place of death, McCartney is now believed to have died in Tucson, at the family’s 150-acre ranch. An official in the Santa Barbara County coroner’s office said, “There has been no death certificate filed,” and a source close to the family told PEOPLE that Linda in fact died in Tucson. In either case, “the kids and I were there when she crossed over,” said McCartney in a statement. “They each were able to tell her how much they loved her. Finally I said to her, ‘You’re up on your beautiful Appaloosa stallion. It’s a fine spring day…and the sky is clear blue.’ I had barely got to the end of the sentence when she closed her eyes and gently slipped away.”

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Her death was “totally unexpected,” says McCartney’s spokesman Geoff Baker. In fact, Linda, who was first diagnosed with her illness in 1995, spent her last days on vacation with Paul, going for horseback rides. “They were having a lovely time,” says TV writer Carla Lane, Linda’s longtime friend. “She wasn’t hanging around being ill—it was quick.”

Many believed that Linda McCartney, the willowy, blond photographer who dashed the hopes of countless teens by marrying the last unattached Beatle in 1969, had battled her cancer into remission. Edward Sexton, a friend of the couple’s, had lunch with them on March 11 in Paris after they attended the fashion show of their daughter Stella, chief designer for Chloe. “Linda seemed buoyant,” says Sexton. “She had lost weight but she looked very healthy.” But it was also in March that McCartney discovered that her cancer had spread. It was a type of cancer that “can progress quickly,” says Dr. Linnea Chap, a Los Angeles oncologist. Some 44,000 women in the United States die each year from complications of breast cancer. (In fact, Paul’s mother also died of the disease when he was 14.) After Linda’s death her remains were cremated and, with only close family present, scattered on the lush grounds of the family’s farmhouse in Sussex, England. “The poor man,” says Sexton. “Paul loved Linda more than life.”

As celebrities’ marriages went, theirs was an anomaly—a limelit couple who couldn’t bear to be apart even after three decades. “The only 11 days we ever did not spend the night together,” Paul told PEOPLE in 1993, “was when I got put in jail in Japan for pot. That’s quite amazing.” Says their close friend, stained-glass artist Brian Clarke: “Paul and Linda were like teenage lovers, holding hands, giggling. They were fascinated with one another.”

A passionate vegetarian who crafted two bestselling cookbooks and developed a successful line of meatless frozen foods, Linda McCartney was also a talented photographer whose work has been collected in five books and shown at countless galleries. At Paul’s urging she also sang and played keyboard in his post-Beatles musical projects while helping to keep their four children—three from her marriage to Paul and her eldest, Heather, from a previous marriage—away from the media’s glare. “We used to chat about our children on the phone,” Yoko Ono, John Lennon’s widow, told PEOPLE. “Linda was always loyal to her husband and very protective of her children.”

Beyond that, she never stopped being her husband’s best friend. “Even though we have our ups and downs, we really do like being together,” Paul told PEOPLE in 1993. “My Love,” “No More Lonely Nights,” “The Lovely Linda”—one of the world’s best songwriters could not stop putting his feelings into music. “Any love song I write,” Paul said last year, “is written for Linda.”

And while she changed in the public’s eye—from an eccentric hippie who inexplicably held a Beatle in thrall, to Paul’s charitable, well-respected soulmate—Linda never strayed from her values. “She was happiest throwing a bale of hay over a fence,” says Danny Fields. Paul’s estimated worth was $860 million, yet Linda told PEOPLE in 1993, “I don’t need a lot of money. Simplicity is the answer for me.”

It was not an answer many children learned growing up in privileged Scarsdale, a posh suburb in New York’s Westchester County. The second of four children, she was raised by her Harvard-educated father, Lee Eastman, a well-known entertainment lawyer, and her mother, Louise, a department store heiress. An indifferent student in high school, Linda attended the University of Arizona, and it was there that she came into her own, largely through her interest in photography. When she was 19, her mother died in a plane crash; Linda flew back for the funeral but didn’t stick around long. “Instead of staying back East and helping my family,” she told Vanity Fair, “I just escaped.” Back in Arizona she married a fellow student, Joseph Melville See, in 1962 (they had daughter Heather and divorced after three years). “Linda stood out,” says See, 60, a retired geologist who lives in Tucson. “I idolized her presence, her being.”

Linda’s next stop was New York City, where she landed a job as a receptionist for Town & Country magazine. It was there in 1966 that she seized her moment; coming across an invitation to a press party for the Rolling Stones, she grabbed her camera and kick-started a lucrative career as a photographer of rock stars, several of whom she reportedly dated before ever meeting McCartney. “She was a real rock and roller,” says Fields, recalling Linda’s shooting Jimi Hendrix, Jim Morrison, Janis Joplin and other seminal acts. “And with all that going on, she maintained a household suitable to raise a child.”

In 1967, Linda went to London to take photographs of the Beatles and was introduced to Paul at a London nightclub. Two days later, at a party, the pair clicked. “A lot of the girls I had met were just girls,” Paul revealed to Vanity Fair. “She was a real woman.” Paul stayed with Linda in New York in 1968 and even babysat Heather when Linda went out on errands.

Later that year, Linda accompanied Paul to England. “Every now and then I would get a one-word postcard: ‘Wow!’ ” says Fields. Yet Linda repeatedly told McCartney she had no intention of remarrying. “I wanted to be me and not have men tell me what I should be,” she said to PEOPLE in 1993. But four months pregnant in March 1969, Linda changed her tune, and the couple married at London’s Marylebone Register Office.

A year later, Paul shocked the world by announcing that the Beatles were disbanding. “He was heartbroken, just devastated,” says rock critic Anthony DeCurtis. “Linda gave him the confidence that there was life after being a Beatle.” She also paid dearly for marrying a teen idol. “They would get back home, and there was graffiti—American Slut Go Home,” says Fields. “She had to deal with the hatred of fans. That was a difficult time for her.”

Things only got worse when Paul talked her into touring with Wings, the enormously successful band he put together in 1972 and took on and off the road until 1981. “I’m only there because we like being together,” Linda said of her musical partnership with Paul, but her unpolished vocals invited derision. She thought of quitting “a hundred thousand times, but I’m still here,” she later recalled. “I don’t like being told what to do.”

Since the ’70s the McCartneys pursued a shaggy, iconoclastic lifestyle, raising their children in the remote countryside of Sussex and educating them in the free public school there. Besides Paul’s run-in with Tokyo authorities, Linda had her own scrapes with the law: She was arrested for marijuana possession three times, once in 1975 and twice in 1984. “I think hard drugs are disgusting,” she told PEOPLE in 1993. “But I must say, I think marijuana is pretty lightweight.”

She was no less outspoken about her life’s passions—protecting animal rights and promoting vegetarianism. “When she looked into the eyes of a sheep, a rat or a dog, she could see a sensitive creature inside,” says Dan Mathews, an executive with People for the Ethical Treatment of Animals. A vegetarian for nearly 25 years, Linda campaigned tirelessly to save animals from stoves and medical experiments.

In 1989 she published Linda McCartney’s Home Cooking, a best-selling collection of vegetarian recipes. Two years later she launched McVege, a line of vegetarian products that has grown into England’s most successful, with sales of more than $56 million in 1997.

But everything abruptly changed one day in December 1995. At a routine checkup at London’s Princess Grace Hospital, doctors discovered a malignant tumor in her breast; she had it removed that month and soon began chemotherapy. Linda didn’t attend Paul’s knighting ceremony on March 11, 1997, but four months later her hair had grown back, and she seemed on the road to recovery.

Then in March 1998, tests revealed that the cancer had spread to her liver. Not long after that, the McCartneys packed up for a long vacation in the U.S. “I think Linda just wanted a holiday,” says Brian Clarke. “I don’t think she thought of herself as someone who was about to die. That was not her style.” The day before she left Sussex, Linda took a walk with Clarke. “She seemed a little weak and needed to sit down now and then,” he says. “But she kept looking around and saying, ‘Aren’t we lucky? Look at all this beauty. Just think, that tree will be there long after we’ve gone.’ ”

Two days after Linda died, her first husband, Joseph See, got a call from their tearful daughter Heather. “She said, ‘Mommy has passed away in the arms of Daddy,’ ” says a distraught See. Brian Clarke, who strolled with Paul as he fed the horses on his Sussex estate the Monday after Linda’s passing, says Paul is “feeling what most people feel when this happens: loneliness, fear, just trying to keep your head up.” McCartney has been greatly consoled by his son James, a fledgling musician who played guitar on his father’s last album, Flaming Pie. “He’s been a tremendous help,” says Clarke. “James has inherited much of his mother’s strength.”

Linda McCartney leaves other legacies: At the time of her death, she was working on a new cookbook, a new photography book and a new line of food, all of which are expected to be brought to completion over the next year or two. And for the past six months, potted flowers ordered by Linda have been faithfully arriving at the local clinic in Rye, a small town four miles from their Sussex farm. For his part, Paul is planning a tribute album featuring songs he and Linda recorded together. “He’s being very spiritual about her death,” says Carla Lane, who spoke with Paul shortly after Linda died. “He feels she is still around.” But behind the bravery, says Lane, there is profound sorrow. “She was his life. I just hope he can cope when it really hits him.”