DISCLAIMER: I don't own Doctor Who or any of the characters sadly. I am doing this as a pastime and am making no profit whatsoever from it.

A/N This story is set after 'Gridlock'. What could have happened after the doctor had come clean about his secret – being the last Time Lord. This is a Ten/Martha fic so if you hate Martha or aren't a follower of Ten/Martha then it's pointless you reading. You have been warned.

I Need You by my Side

"So there you have it, I'm the last Time Lord." He looked up at her, emotion clearly showing in his chocolate eyes.

Suddenly it all made sense. "That's why you wouldn't show me your home planet." The proverbial penny finally dropped and he nodded. "I'm sorry."

"Don't be, there was nothing you could have done. You weren't even involved; I have no idea why I'm telling you this." He looked down at the floor again, ashamed of his vulnerability.

His statement had upset her and she found it hard to keep the hurt out of her voice. "I may not have been involved then but I am now."

He once again looked up at her; a cold laugh escaped his lips. "No, no your not; one trip, remember? You've had two, time to get you home." He abruptly stood up and turned his back on her. He'd opened up and now he was shutting her out again. "Come on, let's go."

She sat with her arms crossed, making no effort to move. "No, I'm not going anywhere."

"So you are staying here then?" He turned and glared at her. "Don't think I won't leave you here."

"You wouldn't dare." She glared back, looking him straight in the eye.

He walked back over to her and picked her up, throwing her over his shoulder. "Fine I'll take you myself then." He carried her, kicking and screaming, back to the TARDIS and opened the door. He went in and then put her down, making sure he locked the door behind them so that she couldn't get out.

"So that's it? Game over?" He ignored her and started walking round pressing buttons and pulling levers. "Oh and you're ignoring me now?" She was getting angrier by the minute and his ignorance was only making her even more annoyed.

He finally turned to face her. "One trip, I've kept my promise now I'm taking you back." With that he pulled the last lever and the TARDIS whirred into action.

In almost no time they were back in her bedroom. He unlocked the door and she stomped out. He followed behind her and watched as she threw herself down on the bed. "Well here we are; no place like it, home." She scowled at him and then rolled onto her side; facing away from him. "Ok, well I'll be off then; leave you to it."

She rolled off the bed the stood before him, her hands on her hips. "So you really are leaving me?"

"What do you want me to say?" He looked helplessly at her.

"When I was on that ship today the only thing that I was thinking about was whether you were ok! I was terrified but I tried to stay calm, tried to make the best of a horrible situation! When the Face of Boe died you held me and I…I trusted you, I thought that everything would be ok!" Her voice broke and her eyes filled up with tears.

He turned away from her, unable to face seeing her hurt, hurt because of what he had done. "I don't know what to say to you."

"You never do! You opened up to me back there but then you shut me out again! You're always shutting me out!"

"There's no one left! Boe lied, I'm on my own!" His voice softened. "I'm always gonna be on my own."

"But you're not, you have me! I know that I'll never be Rose, I can't compete with her but God knows I'm trying to be there for you!" She looked at the floor, scared of the effect she'd had on him.

"Don't you dare bring her into this! This isn't about Rose, it's about me!" She'd hit him where it hurt and she was proud of it.

She looked up at him but her pride changed to guilt when she saw the pained look on his face. "I…Doctor?"

He looked at her silently, willing her to finish but she didn't. "Forget it, it was fun but it's over now. Goodbye Martha Jones, take care of yourself." She felt small, at that moment she'd have given anything to take back what she'd said but what was done was done and there was nothing she could do to change it. He turned and stepped inside the TARDIS, shutting the door behind him and never looking back. She watched it disappear from sight as tears slid down her cheeks.

She lied down on the bed and closed her eyes, the silver liquid still spilling out from them. "I tried, I really tried but he'll never love me like he loves her." She grabbed her teddy bear and held it closely to her, muttering softly to it and pretending that it was listening. She had wanted to be there but he didn't want her, he wanted Rose; he'd always want Rose but the simple fact was that she'd never be the girl he wanted. She cried herself to sleep, wishing that things could be different. She'd thought he was strange at first, odd but in the time she had spent with him she had fallen for him. He'd held her when Boe had died and for that brief moment she had believed that everything was going to be alright.

The next morning she woke up, wishing had all been a dream. She opened her eyes but found herself not in her TARDIS bedroom but in her own room. She sat up and swung her legs out of bed, she needed to shower and get changed; she was still wearing yesterday's clothes. She climbed out of bed and walked into her bathroom. She scrubbed last night's makeup off and removed her top and pants. She decided that rather than have a shower she was going to have a nice long bath, she needed to relax and wind down after the argument she's had with him the night before. She sat on the side of the bath and switched on the hot tap, letting the water flow into the bath.

In the bedroom, unbeknown to her, the TARDIS appeared and the doctor stepped out. He walked round her bedroom, wondering where she was. "Martha?" He whispered in case anyone else was in the apartment with her. He walked into the living room and having no luck, tried the kitchen. She wasn't in there either so he walked into the bathroom, this time calling out her name.

She spun round shocked and grabbed a towel, quickly wrapping it around her underwear-clad body. "What the hell are you doing here?"

He looked at her wide-eyed. "Sorry am I interrupting?" He knew damn well that he was but he didn't know what else to say at the sight before him.

She looked at him clearly not amused and tried to look angry. He innocently looked at her and she started to laugh, he looked like a deer caught in the headlights; the look on his face really was priceless. She suddenly stopped and remembered why she was angry at him. "What do you want?" She tried to ask him icily but the truth was that she was glad he'd come back.

He stuttered, finding it hard to concentrate; mainly because of how she was, or in this case wasn't, dressed. "I…well…I mean…"

She put him out of his misery. "Wait here, I'm gonna go and get changed." She walked out of the room and he followed her. She turned around and faced him again. "Which part of 'wait here' did you not understand?"

He looked at her softly and she saw the vulnerability in his eyes. "I wanted to make sure you didn't leave."

She couldn't help but smile. "Oh yeah because I'm really gonna go outside in my underwear and a towel." He smirked and realised his stupid mistake. "Oh yeah, well I'll just wait…"

"Wait in here, I'll get ready in the bathroom." He nodded and sat down as she opened the wardrobe and pulled out a pair of jeans and a long-sleeved top. She went into the bathroom as he looked around her bedroom.

"Nice place you've got here." He shouted to her but she wasn't paying any attention to him.

She finished getting changed then emerged from the bathroom dressed in a pair of dark jeans and a long-sleeved, orange top. "What do you want?" She sounded exasperated and he realised that it was going to take a bit more than a 'sorry' to make everything better.

"Sit down?" She looked at him and made no effort to move from her spot near the bathroom door. "Please?" She nodded and sat down on the bed with her legs stretched out in front of her. "Look I know what I said was…wrong. I'm sorry and I know that this isn't gonna make everythin' better all of a sudden but..." He trailed off, not knowing what to say to her.

"You hurt me Doctor. You left me when I needed you the most. Yesterday I was trapped on board a weird car/ship/thing and I thought that I was never gonna get off. They told us that we could be stuck there for twenty years, I was so, so scared and then when I got off and I saw that skeleton…I thought it was you; thought I was too late."

"I'm sorry, I didn't realise how much you'd been affected."

"You didn't stop to think that maybe it'd hurt me too. Then when Boe died, I…I didn't really know him but I…I felt sad that it was the end for him. When he closed his eyes you stood up and hugged me, I really believed that everythin' would be ok." She sounded upset and he realised exactly how hard she had been affected.

He lied down on his back and stared at the ceiling. "I'm sorry, I was too wrapped up in myself to see that you were hurting too but believe me if I could, I'd take back everything and start again. I never wanted you to go through that."

She lied down on her side, facing him. "Don't you get it? It's not what has happened it's the fact that you left me to get over it on my own by shutting me out."

He rolled over to face her. "And that's why I can't let you come with me again. I can't bear to see you hurt again; it hurts me seeing you hurt. I can't get too close to you because you'll leave when you get sick of this life. Nobody ever sticks it out, people get hurt because of me and I care too much about you to let that happen."

She could see that he was genuinely concerned about her but she didn't care about all the stuff he had listed; she wanted to go with him. "Why can't you see that I want to go with you? I'm not going to leave you because I care about you too and you don't have to be on your own anymore." Her eyes betrayed the real reason, she was in love with him and she wasn't ready to leave him so soon. She wasn't ready to let him leave her.

"Don't do this Martha, I'm trying to do what's best for the both of us but you aren't making it easy."

"I've been brought up to fight for what I believe in…I believe in you."

He rolled off the bed and walked over to the bedroom window, looking out at the sky. "I won't be responsible for your death Martha."

"She rolled onto her back and sighed. "Like it'd matter, I'm nothing without you anyway." She immediately regretted saying that, knowing that she was giving away her feelings but at the same time knowing that if she didn't then he would surely leave her forever.

"Don't say that." He may not have been a complete human but he had human qualities and he knew that if he agreed to take her then she would eventually hate him for taking her away from her family. "You have friends and a family; I mean could you honestly leave them behind?"

She remained quiet for a while and when he looked over his shoulder she answered him. "Yes, I want to go with you. I want the adventure, the thrill of waking up somewhere new everyday."

"Then travel the world, God knows it's safer." She knew that he was trying to protect her but she didn't need protecting, she was old enough to make her own decisions. "Look, you'll wake up in a few days or a few weeks and realise that you don't want this. You'll regret it but by then it'll be too hard for either of us to go back."

"I won't regret it, please just give me a chance." He turned and walked back to her, standing in front of her, at the side of the bed. "Please?" she begged him, pleaded for him to change his mind but he shook his head.

"I'm sorry, I can't. I can't do that to you, it wouldn't be fair." He put a hand on one of her cheeks and she reached up and grabbed it. "I'm sorry; I wish things could have been different. Please don't hate me for this but I'm doing it for you and hopefully one day you'll forgive me. Take care Martha Jones." He pulled away from her and walked through the door of the TARDIS then disappeared out of sight, leaving Martha sobbing into her pillow, heartbroken once again.

It was a few days later that she saw him again. Unable to take the heartbreak again, she told him to go away, told him that he'd been right, she was better off without him. "Get out, I don't need you and I can't keep going through this. If you care about me as much as you say you do then you'll leave me alone." The hurt in his eyes was evident but she wasn't going to back down, not this time. She'd been hurt too many times and this time she wasn't giving in to him.

"I was wrong. I need you Martha; I need you by my side. You told me that without me you're nothing, that's not true but this is. Without you I'm nothing. You said I've shown you so much but you've shown me a hell of a lot too. You taught me how to love, how to stand up for what I believe in…how not to give up on something I feel so strongly about so here it is. Martha Jones, come with me; I need you like a…like a…" He looked at a picture on the wall the smiled at her. "Like a fish needs water."

She couldn't help but laugh at how incredibly cliché that was. He smiled shyly at her and she smiled back then surprised them both by throwing her arms around his neck and hugging him as tightly as she could without choking him. "Thank you." Her voice broke as he hugged her back. "I've missed you."

"I've missed you too and no matter how much I tried to pretend everything was fine, it wasn't. There was something missing, I think that something might possible be you." He pulled back to look at her, his eyes full of unspoken questions.

She answered them all simply. "Yes."

"Yes?" He sounded excited yet uncertain at the same time.

"Yes! Yes I'll come with you, yes I'm sure I'm ready and yes, I love you too."

He pulled her to him and placed his lips on hers. Their first kiss had been a rushed, panic-stricken kiss in a hospital ward filled with dying people but this one was filled with passion, trust and love. "You'd better pack; we have a lot of time to catch up on."

"Doctor it's only been three days since I saw you last." This time she smiled and the smile reached her eyes, making them twinkle more than the stars in the sky.

"To me it's been more like three hundred." She rolled her eyes and pulled away from him to go and pack. "No really it has, our days are shorter than yours.

An hour and a half later she had packed and called her mother who was less than happy about her daughter running off with a man she had never even met. "Well, let's go."

"Are you sure about this?" She nodded and he smirked at her, "One more trip then." Her face fell and he smiled at her. "Look I'm not promising anything but we'll see how this goes, ok?"

She nodded, he wasn't promising that this would be perfect because nothing could be certain but he was willing to give them a chance and for now that would be enough. She took hold of his hand and picked up her suitcase. Hand in hand they walked into the TARDIS. She wasn't sure how long this 'one trip' would last but she wasn't giving up without a fight and eventually she would make her place in his heart…or hearts permanent. What she didn't know however was that she already had a place in his hearts, Rose had a place too, a place that couldn't ever be forgotten but she was in the past and he knew that Martha was his future.

A/N Well there you have it. What did you think? Please r&r and remember this was my first Dr Who fic so don't be too harsh. Thanks for reading, love you all.