Disclaimer: I don't own anything from the Doctor Who programme. All i own is the characters from my imagination (Katy etc.)

A/N: As you will see...Martha said no to his offer. This is an alternate Season 3 I guess.

She was just sitting there. She'd been sitting in the same position on the same stool for what seemed like forever. At least to her it felt like that. How many thoughts were racing through her head? She'd lost count.

"Excuse me Miss?" An elderly gentleman said tentatively. The girl shook her head slightly, startled, as she tried to clear her mind of her previous thoughts.

"Sorry, I was in a world of my own there, can I help?" she replied, glancing around, if her boss caught her daydreaming again she would surely be fired. The elderly man smiled and placed a newspaper next to the till.

"Just this today," he said warmly. "Oh and I'll have a bag if you have one." The shop girl smiled and nodded.

"Of course." She scanned the paper and placed in it a bag. The customer paid and left. She sighed. Would life always be this boring? She ached for something to spice up her life. She was a small town girl, yet she craved a big city, a new start. At 18 it was quite unlikely for any of that to happen any time soon. 'There's always university' she thought to herself. And it was true, only 6 months and she'd be off to university, to a new life, away from college, away from her boring weekend job. She glanced at her watch, and smiled to herself. Her shift was over.

"I'm off," She announced to one of her work friends. He nodded and waved. She headed upstairs to her locker and left the building as soon as she could. She reached into her bag for her mobile and found she had a voice message. She frowned and called her voice mail.

"You have one new message." She found herself rolling her eyes at that; of course she had a new message, that's why she had rung.

"Hey Katy, it's me, Lea. Anyway, we need to catch up girl; I haven't seen you for ages. There's a new club opening tonight. Up for it? Ring me ASAP! Laters." Katy smiled and made a mental note to ring her best friend back. Right now she had to have something to do.

She headed away from the High Street, towards a quieter, older part of the town. She came here often, as did so many people these days. It had all changed after the war. The War. That was the crux of the situation. The whole world had changed after the war. So many causalities, so many deaths. Earth had no part in the war; it was between to alien races, both seemingly robotic. Rumours circulated about a secret government agency that was to blame, but of course the government had denied it. It didn't help that most of the MP's had been killed in the war, as had many civilians. Katy herself had lost half her family as well as some of her friends. But the world moved on. Katy carried on walking until she came to her destination. The Graveyard.

The Doctor found himself in a graveyard; he looked back at his beloved Tardis and shook his head slowly. Just what I need he thought to himself. Even more time to reflect. Great. But he had to smile; his Tardis knew what was good for him. He sat down on one of the benches determined not to think about anything. He'd had companions since, there was Donna and then Martha, but they had both refused to accompany him, even after he showed them the universe. Humans, he rolled him eyes slightly make that Women. All he had wanted was the company, being alone just reminded him of his loss. Poor Rose. His beautiful Rose. She's with her family, she's happy. He told himself, he found himself sating this mantra over and over again, as much to convince himself as to remind him: she'd not alone. But I am, he thought bitterly. Of course he couldn't ever be angry with Rose. She'd sacrificed herself for the world, two universes. She was everything he could have asked for. He laughed slightly, imagining Donna in Rose's situation; they'd have all been dead. The goodbye had been heart wrenching. He hadn't been able to say the words he longed to tell her, to let her know she wasn't just another companion, though he did love all of them. He felt a tear run down his unshaven face.

"Hey, are you alright?" A soft voice asked him. He dared himself to hope it was Rose. He looked at the source of the voice: a young woman, a little younger than his Rose. His hearts dropped in disappointment, but he quickly smiled.

"Yes I am, just thinking things over," This seemed to satisfy the young woman's curiosity, she nodded, pushing her brown hair away from her eyes. It was windy, the Doctor noted, having only just noticed it. He looked into the girl's face, her eyes seemed so sad, he could tell she'd been crying. "What about you? You look upset."

"I've had better days," she replied honestly. "This graveyard seems to hold half the people I've ever met." The Doctor was shocked, horrified even. She sat down on the bench next to him. "It was the war that killed them, the robots, metallic men, whatever you want to call them." She answered the unasked question, a tear sliding down her cheek. She looked at the strange man, wondering why she was talking about it; she usually tried to keep it to herself. "I guess it affected us all?"

"You could say that," He answered levelly. He stared at the ground. "I lost someone I love. Loved. No I still love her." The girl nodded, shifting her position slightly. They sat there for a few minutes in silence, each lost in thought.

"I should really go," the girl said slowly. "But it was nice to meet you, in a graveyard of all places." The Doctor smiled slightly at the comment.

"I've met some of the nicest people in graveyards, there's nothing wrong with graveyards."

"Yet there's nothing right with them either." The girl sighed. "I'm Katy by the way."

"The Doctor," he replied.

"That's not a name," Katy replied slowly.

"I guess not by human standards, but that's my name." he countered. "Where are we?"

"In a graveyard?" she asked confused.

"But where? Which country? Are we near London?"

"Um, we're two hours away from London. This is in Norfolk."

"Oh," he replied. "I've never been here before."

"That's probably a good thing," the girl said laughing, trying to work out how the man didn't know where he was. He smiled at her as she waved and turned to go.

Please let me know what you think. It does get better, this was just the opening. And ask any questions if any spring to mind.