Disclaimer, blah blah blah, wrote this a long time ago, read and review, and all that.

The Doctor held Amelia in his arms, cradling her as if she wasn't a young adult but a child again, coming to him if she had skinned her knee or just had a bad dream. The Doctor would give anything for this to just be a nightmare, but it was all too real, the blood seeping from her gut and covering everything in a deep dark stain.

"Amelia?" The Doctor asked gently, trying to keep his emotions from surfacing as he placed a hand on the knife wound, receiving a deep groan back. Tears started to fall as he heard it, a sound he wished she would never make again. Oh, he wished so many things for her… She was suppose to meet someone, have a couple of kids, grow old, have a happy, normal, human life… Not this.

"H-hurts…" Amelia stammered as she looked up at him.

"It's okay, just hold on. You're going to be fine. Help's on the way…" The Doctor said, his voice cracking. Amelia swallowed a pained lump in her throat. She could always tell when he was lying. From her pocket, an abandoned mp3 player still played, a lullaby, one of her favorite songs, yet one he's never taken time to listen to.

From ahead of Amelia and the Doctor, River came running, a gun aloft and ready to fire. When she saw the destruction that laid in front of her, she gasped and dropped the blaster, falling to her knees in front of the Doctor.

"Amelia?" River whispered as she leaned forward and gently slipped one arm under her daughter and held Amelia's hand, rubbing the back of Amelia's hand with her thumb. "Amelia, please, look at me…"

Amelia's eyes slowly moved from the Doctor to River, and River almost cried when she saw Amelia's brown eyes waver. River knew what Amelia was feeling. She was afraid.

"I-It's going to be okay…" River said quietly. "Everything's going to be fine, I promise…"

Amelia made no noise in response besides the hitches in her breath and the pained labor of taking oxygen in. She twitched in the Doctor's and River's arms, small gently convulsions that signaled the end was near.

"Please… Say something…" River choked out, her voice now heavy with emotion. Amelia was struggling to lift her head up, to get a proper breath, to say something.

River." The Doctor said somewhat calmly and she looked up from Amelia to him. He looked at her with old eyes that were filled with a thousand years of grief and sorrow. They both knew what was going to happen.

"I-I'm sorry…" Amelia whispered, barely even being heard.

"Shhh…" The Doctor said, hushing her gently. "Just hold on for a bit longer."

Amelia stared at them both, her vision blurry and fading. She struggled to breathe. to stay awake and she knew she was losing a pointless battle.

"Amelia?" The Doctor asked as her eyes began to close. "Amelia, please… Please, hold on…"

He started to openly cry when he heard what would be Amelia's last pained breath and she stilled in his arms. He rocked her gently, wanting to wail at the top of his lungs, but no sound dared come out, the only sounds were his breathing and River's sobbing as well as the mp3 player and the last notes of the song.

He closed his eyes and listened to the silence before taking a deep breath and looking at his still daughter. Taking his hand off of the wound, the Doctor reached up, stroking Amelia's already cooling cheek with his bloodied fingers. River watched him as golden Artron energy floated from the Doctor''s hand and into the air as he desperately tried to heal her.

After what seemed like hours passed of the golden light dissipating into the cold sky and the Doctor's fingertips started to burn from the energy, Amelia gasp, panting and trying to get the air past her now blue tinged lips. Energy continued to pour from the Doctor's hand until Amelia started to glow with the same color.

"Get back!" The Doctor yelled to River as he placed a kiss on Amelia's forehead and laid her gently on the ground. He ran to River and they watched, from afar, as the golden energy covered their daughter completely and a new person stepped out.