a/n: I'm not entirely sure wherE i was going with this...um...from the title and description I just...sort of wanted to write a story about the Doctor, lonely and sad, helping someone overcome their shyness and in return easing some of his own pain. It takes place sometime after the angels take manhatten (R.I.P Ponds) but before the snowmen. It's at a point before the Doctor becomes mr. scrooge, but still sad and trying to keep up the pretense he's not.

With me so far? Anyway, pease give me some kind of feedback. I'm really curious to see how this all turns out. Read on! Geronimo!

"Ew. I hate mushrooms. They taste funny and...okay. They just taste funny. But I hate them!" The Doctor rambled on one morning, running into the TARDIS. Morning? Afternoon? Night? It made no difference. He was in the TARDIS and he was just glad to leave it at that.

The Romans had offered him helpings of some, and stupidly he had agreed. He hadn't known he hadn't liked then. How was he supposed to know, anyway? Try every food that came across his way? Oh! Now there was an idea. But nevermind that. He needed to get the TARDIS flying. It didn't matter where just as long as he was going. Apparently, mushrooms were 'the Food of the Gods' and offering him some was sacrilege. One friendly Roman woman ignored the tidbit and offered him one anyway. And now he was on the deathlist of many, many Roman soldiers. Yikes.

Someone outside banged heavily on the doors-the TARDIS hummed in protest.

"Alright! Alright! I'm taking us out of here! Just...half a minute!" He set the Directional Pointer to random and powered up the Atom Accelerator. Another having BANG.

The TARDIS shook, jostling the Doctor.

"Alright! I get the point! Let's get out of here! Geronimo!" He pulled a lever and (quite happily) Old Girl began to dematerialise. "There. See? I've-" The Doctor turned to boast to his companion what he had done but fell silent. There was no one. They all had gone. Somewhere in space and time, there were out there living out their lives. Forgetting him. He shook away the sudden lonliness, focusing instead on setting a course.

He stared at the controls.

'Why's it a phone box?'

'Sorry, what?'

'On the outside it said police box. Why have you labelled a time machine 'police box'? Why not 'time machine'? Is that too obvious? And...'

Again. The Doctor sighed. His eyes widened when he realized his hand was resting on the telepathic ciruits. Resigned, he hastily snatched his hand off it.

'He's got a wooden time machine. Do you feel stupid?'

"Stop it. Just...stop it. Oh look, now I'm talking to myself. My past is haunting me and I'm talking to myself." The Doctor muttered as he ran around the console, pushing buttons, diving across to pull a lever here, and stabilise the temporal rotor there.

'It's disguised as a police telephone box from 1963...' He had taken his hand off the telepathic circuits. The voices should have stopped. But wait...was it all just filtering through his head, amplified thoughts not able to be thrown away easily? Was that it? Was he lonely?

"Shut up." It wasn't easy, being a Time Lord and all. His mind was so much more vast than any human being's comprehension. There was literally a whole other world hidden away, stars and worlds all tucked away in his memory. Every now and then some of the memories would escape. Every now and then he wouldn't be able to stem the flow.

'We're in space.'

'Yeah. Outer space.' It wasn't fair. It just wasn't fair.

'...We are in space! Whoo!' The ache of missing them...it got to him sometimes. Just sometimes when there was no adventure, the times when he was just a sad old man in a box. WHAM. All of a sudden, the Doctor could feel himself being pulled away from the controls, and down to the floor. The TARDIS shook itself violently, using its gravity to keep a lock on him.

"Wait. What's going-" There was only a small audible wheeze from the console before all hell broke loose. The walls shook like frightened children, the lights flashing like fireworks on the fourth of July. Frankly, it was madness.

"Sexy, seriously. What's happen-" Another jolt from the TARDIS. Whatever was happening, it was obvious the TARDIS had a destination in mind. He hoped, for once on his long, long life, that it was someplace quiet.

A/N: Oh, and by the way, just for fun watch this video: watch?v=-SZmlhUHF_Y

I love it, AND THE SONG TOO. :)