Bay Pines National Cemetery was covered with American flags as thousands honored fallen heroes Monday at the annual Bay Pines VA Memorial Day ceremony in St. Petersburg.

"I’m a very emotional person and to see your comrades out here and as they get older and as they fall, and the lost ones, the least that we can do is pay tribute," said veteran, Richard Manfrey.

A record number people were in attendance. More than 4,000 people gathered to pay tribute to those who made the ultimate sacrifice.

"I don’t know how else to honor them then to be here and just be proud of them,” said U.S. Army Veteran, Tom Demasi. “I lost friends myself in Vietnam and to this day I see them every day, I miss them every day.”

"I lost a lot of my friends,” said Vietnam Veteran, Ralph Kingsmill. “I have a friend of mine that died 12 days before he was coming home."

"I give thanks all the time but it’s the guys we can’t thank in person that really deserve it," said USMC LCpl. Mathew Tomlin.

"We need to gather together to realize the fortunate country we live in, the men who paid the price that we have these freedoms that we all enjoy and take for granted so often," said USMC Capt. (Ret.) Richard Tomlin.

Bay News 9's Melissa Eichman was master of ceremonies. The keynote speaker was U.S. Marine Corps Lt. General (Ret.) Martin R. Steel. Guest speakers included: Suzanne Klinker, Director, Bay Pines VA Healthcare System; Tracey Betts, Assistant Director, St. Petersburg VA Regional Office; Charles “Rudy” Arnold, Assistant Director, Bay Pines National Cemetery and U.S. Representative David Jolly (FL-Dist. 13).