AU: Hey everyone:) Just felt in the mood to write a sad one shot. If its a bit long I'm sorry. I didn't feel like putting in the effort to write a chapter story, because I'm too preoccupied with my other Doctor Who fanfic(which is multi chapter). So here is a one shot for ya:)

Disclaimer: I don't own Who or the lullaby

The Lost Companion

Tap tap tap. The sound of River's feet padding through the halls resounded against walls of the TARDIS. For the past 10 minutes she had been going through the corridors looking for her Doctor. 'My Doctor.', she smiled to herself. It had only been 2 months since they had been wed, and she was still relishing in thought of being married to the Doctor. How delightful it was to call him her husband. More so when he referred to her as his wife.

Their honeymoon had been very calm. As calm as it could be for River and the Doctor. After many failed attempts at having one finally they had a proper one. They had never found time(ironic as it may be) to see each other. There was always some planet to save, or something that needed excavating. Then there was...Manhattan. She had let the Doctor be for a bit. 3 weeks for her. Though who knows how long it was for him. The wait had been agonizingly long as she had been worried for him as she always did, but in the end the wait was worth it. They had visited 8 planets and enjoyed every minute of their time. Up until now, the Doctor had been very boisterous and seemed to be enjoying himself. Today though, he was no where to be seen. When she woke up, she saw a note on his pillow next to her that scrawled out,

'Dearest River,

Sorry darling. Need a bit of time alone. Won't want you to see me like this. Love,

Who Else?'

River was walking to the one place she knew the Doctor (or her for that matter) went when he was sulking. The library. When she got inside she had to stand still for a moment before continuing. There was only a single, old style lamp that rested right next to the large velvet chair where her husband was sitting. The Doctor had an affinity for old things, so the library had an eerie dark feel to it as everything was dark colored and dusty. Once she had gotten her eyes adjusted she began to walk towards the chair. When she got a mere 3 steps away, a frustrated voice said,"Can't you read?"

River was taken a back. She replied,"Yes actually. In several languages in fact. How about you sweetie?"

The Doctor rolled his eyes. He was not in the mood. He was in a guilt trip. In these moments he preferred to be by himself. Not wanting anyone around to share in his grief. He didn't now why he started to think of Kayla. But he did. Like all his companions they fluttered about in his mind. Like beautiful demons, whose only pleasure was to taunt him with grief. To remind him of their end. Kayla's end was different for him though. He Shut Kayla in a box and pushed the thoughts and feelings away. The thing was is that the wounds were still a bit new. The honeymoon had made him forget a bit, though who can truly forget about a companions death? The Ponds had made a chasm in his heart...one that had no hope of repairing. One that needed only one more chip to completely destroy his heart. That last chip was Kayla. Lovely Kayla. Barely 16 years old and dead. A horrible death. She ended peacefully in his arms...which was the worst part.

River walked around to face him, and went down on her knees. She looked at was sitting on his lap, and realized that it was a photo album. It was just full of pictures of a young girl. Long black hair, bronzed skin, hazel eyes. She was beautiful. Some of them had the girl and her Doctor making faces. Some were with them running away from danger. Though a lot were of just her. River looked up at the Doctor, whose old eyes were rimmed red. Whispering she asked,"Who is that my love?"

The Doctor sniffed,"Kayla. Kayla Richards. She was my companion for a little while. Only for about 2 weeks. It was about 4 weeks after the Ponds for me. "

He paused and caressed the cover of the photo album,"With every companion, after they leave, I take moments in my memory, and the TARDIS converts them into pictures. Then I put them in a photo book specially to them."

He looked at a picture of Kayla smiling and proceeded to weep. River just rubbed his back, and caressed his long hair to soothe him. The Doctor needed to talk, because even Time Lords can't keep everything locked inside them. So softly, River requested,"Tell me about her. What happened sweetie?"

The Doctor looked up and sniffled trying to compose himself,"It's quite a long story."

River had a small, sad smile,"I love long stories."

The Doctor nodded. He moved the book to the side table, where the lamp was placed, and patted his lap, summoning her to sit. River sat down carefully, then the Doctor proceeded to tell his tale. "I was in Virginia. 2014. I decided to go to set the TARDIS to random, not really feeling like doing anything out of the ordinary. Can't remember exactly the city, but it was Virginia. I walked out of the TARDIS, to a relatively nice day. Spring time. April specifically. Slightly cloudy with a 50% chance of rain. I spotted a grove of cherry trees in the distance. Once I got there, I just sat in the wet, bright green grass, marveling at the beauty of the pink blossoms. It's funny. You would think that after seeing all the wonders I've seen, little pink flowers would mean nothing. But they were absolutely lovely River. I think I just sat there a good hour, before she called."

"Who? Kayla?", River asked.

With a chuckle the Doctor responded,"Yes. Later on she told me that she had watched me from the tree across from where I was for a good 45 minutes, wondering who the heck I was. The most interesting greeting too. She just yelled,"Hey! What are you doing in my spot?!' I looked up quickly and saw her just sitting there on the branches. It was amazing that I didn't see her. We just stared at each other for about 5 minutes before we started talking. Then when we did, we just clicked. It was like meeting Amelia all over again. I told about me and she believed it all."

With a raised eyebrow River questioned,"Why would she just believe that your a time traveling alien?"

With a bit of a pout, the Doctor responded,"She said she saw the TARDIS materialize. She also said that no normal person would wear a fez in public."

River laughed,"She made no comment about the bow tie?"

The Doctor straightened his bow tie and said,"Kayla agreed that bow ties were cool. When I asked her about herself, I nearly cried River. Every companion I take with me, thinks that they aren't worth much. How can humans think like that? Kayla lived with her Aunt that was never there you see. She talked about how she wanted to travel the world and write great literary works. Or act or even sing. She said she just wanted to see what all was out there. Then she told me that she couldn't. I asked her why and she merely said that her Aunt didn't approve. She said that she would probably get a 9-5 dead end job, get married to a man that barely loves her, and have few children. Then do you know what she said to me River?"

River whispered,"What did she say?"

The Doctor whispered back,"She said,'That is not what will happen to me. I forbid it! I will live my life to the very fullest. I want to change lives. When I die.. I will die the most noble of deaths. With a smile on my face!' Then she got down from the tree, and sat right in front of me. Then she said,'Lets go. You and me. You said you're a traveler. Lets go space man. Lets run away.' I could hardly believe it. She was so eager to just leave. I tried to divert her so I asked,'What about your Aunt? Wouldn't she miss you terribly?' Kayla just smiled at me River. Literally she just smiled at me,'Time machine space man. I think we'll be just fine yeah?' Before I knew it, we were in the TARDIS. Running all about time and space. She was an absolute riot. So much joy. We went everywhere I could think of that was safe. Though that never happened correctly. We just ran. We ran all over the universe without a care. We were so happy... I think the happiest I had been since the Ponds. Then..."

The Doctor's eyes went dark. River saw that this is where the story ended. Where the Doctor's few days of joy were ruined. This is where Kayla died.. Scared, River spoke,"What happened my love?"

The Doctor choked out,"We were at Altrambia. One of the luxury space liners. I wanted to show her some of the future's latest attractions. While we were there, we had bee summoned by the captain, who had heard rumours about me. He said that there had been some strange things happening. Disappearing passengers and what not. If only we knew what were up against...Daleks...bathe idiots thought they had reprogrammed them and that they would do as they commanded."

The Doctors eyes turned into an inferno of hate and regret,"The Daleks decided to over take the ship as their own after they had learned the ship and had grown in numbers. They killed nearly everyone on board. It was only us and 5 crew members left. Anyone else was dead or had left in the chaos. I was afraid for Kayla. I needed her to live. So she could live her life on Earth. I locked her in a room, telling her she'd be safest there. She believed me River..completely trusted me. She wasn't there too long. There weren't too many of those disgusting things left to dispatch. It was max 20 minutes. I was so ecstatic. I was about to go and fetch Kayla.. When I heard it... I beam blast and her scream. Her scream of pain and agony. I ran as fast as I could to the room she was in... I saw the Dalek... Just standing beside her... She was barely breathing...I was so angry... So full of hate... I snapped... I grabbed a gun that the captain had handed to me... And shot it... I shot the disgusting thing...over and over again... I cursed his name to the fiery pits of hell. After just screaming at the dead demon.. I knelt down beside Kayla...and took her in my arms...she was hardly breathing... Trying to stay alive...she asked me with a trembling voice,'Is he okay? The little boy in the closet?' I looked to the closet to find a little blonde boy step out of the closet, and run to the captain, who was at the door."

The Doctor was crying, trying to finish the story,"I looked at her and told her that he was fine. Kayla smiled at me and said,'Good. We were both in the room when the Dalek came in... I put the boy...Ricky is his name...in the closet...so he wouldn't be found...' Then she asked me if she was going to die. I lied and said that she'd be right as rain. That she'd feel all better in a while. I looked at her and I could tell she didn't believe me. All she said was,'How much time do I have left?'"

The Doctor began to weep. So much so that he was unable to finish the story. "Here," River said,"Let me see. Show me."

River preformed a mental link. Immediately she was shown a heart-wrenching sight. The Doctor was crying over a body. Nearly dead, but still had the tiniest shimmer of life. She heard the Doctor say,"I'm not ready Kayla. Please don't go... I've lost so much already...Please don't make me loose you too... You wanted to see so much... You're too young for this please Kayla."

A shaky voice said from under the Doctor,"I saw everything Doctor. You showed me the stars. I can't thank you enough for that. I traveled. I lived. I died...saving Ricky...that's a noble death for me...I do not fear death Doctor."

The Doctor just sniffled,still crying a bit. A shaky bronze hand reached up to touch the Doctors pale face. Kayla gently caressed his cheek, then softly touched his bow tie. Kayla locked eyes with the Doctor and asked," Mind if I sing this song? My mum used to sing it to me."

The Doctor nodded at his young companion. Kayla smiled and touched As she sang Kayla's voice wavered, tears threatening to fall,"Hush now, my baby. Be still love, don't cry. Sleep as you're rocked by stream. Sleep and remember my last lullaby. So I'll be with you when you dream."

Kayla's breathing became more erratic. The Doctor held her closer as she choked out her last words,"I love you Doctor...I love you ...so much...good bye..."

Kayla's beautiful hazel eyes closed. Never to be opened again. The Doctor just held her limp body close to his chest. His body convulsing with sobs. When he looked. Down at her young face, all he could feel was grief and loss. She looked so angelic. A small, peaceful smile was on her lips. Kayla's face was soaked from his own tears.

With a flash another memory came into view. The Doctor and a dead Kayla made it back to Virginia. The same day as they left two weeks prior. The Doctor cradled Kayla in his arms, and carried her to the door, about to show her aunt the remains of this beautiful child. There was no one home. All that remained was a note from her aunt that read:

Kayla:

I'm leaving to go traveling with Michael across Europe. You're nearly 16. I think you can handle yourself. Not sure when I'll get back. Might never come back actually. Good luck.

- Auntie Alicia

The Doctor was so overcome with grief, that he couldn't even display his hate for Alicia. She left her niece all alone. And now she's dead. There couldn't even be a proper burial. He took her back to the TARDIS, determined to make a funeral for his little companion. He traveled to Lake Silencio. The very same lake where he was killed. An abandoned row boat was there at the waters edge. He took the boat and placed his Kayla into the small wooden boat. He placed cherry blossoms all throughout her hair, the same blossoms from the tree where she had met him. When the Doctor was finished he kissed both her cheeks, and set fire to the boat. There in the middle of the lake, her body burned, as the Doctor stood waist deep in the water. He watched the flames take away his little friend. The girl who all she wanted was to see the world. Though the universe is cruel. It takes away things most dear in the worst way.

With a gasp River was taken out of the link. She felt hot tears fall down her cheeks. Immediately she held the Doctor close. Letting him sob into her shoulder. Her husband had lost so much in so little time. It hurt him. It hurt him so much that he bottled it all up inside, refusing to show any weakness. For the rest of the day they talked. The cried and laughed at the Doctors memories of his lost companion. Because that is the best way to deal with grief. To not cry because its over, but to smile because it happened.