Rose Tyler found herself at the end of an unfamiliar hallway in the TARDIS. She had been looking for the Doctor, he'd been acting so distant since their trip to America where they found that Dalek in the underground alien museum. She'd decided to come after him, to try to talk to him about whatever was wrong. But what was she doing just standing here? The TARDIS did this sometimes; she had a way of rearranging things or guiding her. Like the time Rose had cut her hand while trying to fix dinner. The TARDIS had conveniently relocated the med bay just down the hall from the kitchen, not to mention how she ever found the wardrobe room on the first try. Looking back Rose knew it was the TARDIS that had guided her there.

She turned around and found a doorway, and since she trusted the TARDIS not to send her spiraling down a surprise elevator shaft, she opened the door and walked in. A sullen looking Doctor looked up from his spot on the floor against the opposite wall. "I told you so."

"You told me so what?" Rose asked. "What are you doing here? What is this place?" The room was furnished similar to a sitting room with a sofa, armchairs and a bookcase, but it was dimly lit, with only dark blue lights which reflected the Doctor's somber expression.

"Remembering" He replied. "It's the forgetting room. I told you already."

"No you didn't. If this is the forgetting room, why are you remembering, shouldn't you be forgetting?"

"Yes I did tell you. You remember while you're in it, so you can forget, while you're out of it. After you leave this room, you forget whatever you were thinking about when you were in it."

"Really?" Rose didn't sound convinced. "So if I walk out right now, I won't remember all this." She turned toward the doorway but the Doctor stopped her, still from his position on the floor.

"Yes, but please don't, you already did. And we've already had this conversation." He waved a hand at her, and then replaced his head in his hands.

"Oh, I did? We did? Oh." She sat down defeated on the floor facing him, still not fully understanding, but not wanting to aggravate him, he looked quite upset.

"So," She softened, "you're trying to remember something so that when you leave here, you can forget it? I think I understand. It's kinda like when Jimmy Stone dumped me... I just wanted to forget him, but I couldn't I was hurtin' so bad...and then one day I just sat down and had a good cry about it and then I didn't feel so bad, yeah?" His nod in agreement at her caused her to continue "So is this about that Dalek then?"

"Yes." he hesitated, "I won't forget-can't forget-what happened, Rose, but I thought if I could come in here for a bit, after I left it would at least take my mind off it for a bit anyways."

"What do ya mean 'what...happened'?"

"Those things the Dalek said, they were all true, I destroyed them all, Rose, in the time war, but not just the Daleks, I destroyed my people, my planet..." He tried to hide his pain but he knew it was revealed with every word he said, and felt like he could say no more. Rose inched closer to him, placing a hand on his arm. He tensed at the contact and hoped she didn't notice. He'd been alone, so alone; a part of him had died along with the other Time lords. And then he met Rose, and he was feeling things again, but what scared him is that he was feeling new things. Things he hadn't ever felt before, even before the time war. She was just an ordinary girl but she'd touched him in such an extraordinary way.

"Do ya wanna be alone then, cuz I can leave." Her face scrunched up a bit, "Er maybe that's why I was out in the hall in the first place... I was trying to leave and then I just turned around and came right back in! Sorry."

"No, stay, I already told you I wanted you to stay."

Rose smiled shyly at him and removed her hand to play awkwardly with the hem of her shirt. After a moment she said..."your planet, what was it called?"

"Gallifrey, it was an amazing place Rose, like nothing you could ever see. It had two suns, the sky glowed orange and the trees had silver leaves. It was beautiful, just beautiful, I would have loved to take you there."

"So let's go, ya seem to be a bit homesick anyways, yeah?" Rose's smile lit with excitement.

The Doctor went cold at this, "It doesn't work like that Rose, I can't go back." He didn't mean to sound so harsh with her, it was an innocent suggestion, and she'd only wanted to help. He smiled at her and pulled her by the arm closer to him, into a hug. As she pulled back from the hug, their eyes met and lingered perhaps a moment too long. The Doctor caught himself and moved her to face away from him, sitting between his legs on the floor, and squeezed her in a friendly embrace again. She leaned her head back against his shoulder and picked up his hand and began to trace imaginary lines on his fingers.

"Tell me some more," She asked quietly.

So he told her more, he told her about the landscape and the skylines and the buildings and the clothing and the books and everything he could think of.

Rose listened as the lonely time lord talked on about his long lost home, she listened to the rise and fall of his chest with every breath he took, and she listened to the faint beating of his hearts.

Somewhere in the back of his mind he justified his stroking her shoulders and arms as a means to keep her leaning back against him, so he wouldn't have to look her in eyes as he talked. He wanted to be with her so much, but sometimes he just couldn't face her. He was so thankful to be remembering all the good things about his home, instead of preparing to forget the horror of watching it burn. And he was thankful to be able to tell someone. Not just anyone, though, Rose. He was beginning to tell her the history of the Plant life in the Calibaiuouns Mountains when Rose stopped him.

"But Doctor, what about you?" She turned her body to look at him.

"Me, what about me?" He asked uneasily, caught off guard by her eyes connecting with his.

"Tell me about your life on Gallifrey, people you knew, things you did." She poked at him in the chest, playfully. He just stared at her in reply.

"Doctor?"

He reached up and held her face, he brought his face to hers and lingered a moment before he kissed her. His lips fell on hers, strong and determined. Rose didn't know what she had done to deserve this, but every cell in her body seemed to come alive at his touch. She wanted him.