She watched him as he looked through the books. Ever since the Titanic he'd been isolating himself from the universe, and from her. He'd closed off his mind and the neglect from her owner was beginning to take it's toll.

Yet she still tried to help him. None of her plans had worked so far but she had one last trick up her sleeve, so to speak. She knew him better than anyone, and she knew that his curiosity could get the better of him.

"Read that last week, and that… ah, HG Wells.… haven't read one of his for a while" he thought, scanning the shelves "Hmm, The Time Machine… last time I read that was after San Francisco.

Having made up his mind, he reached up and took it off the shelf. He blew the dust off it on the way back to his chair when everything started shaking and the Kloyster bell went off. Dropping the book, he ran out of the library, along the maze of corridors and into the console room.

As soon as he got there several things happened at once. The door behind him snapped shut, the shaking stopped and everything went silent. He ran around the console and noticed that the screens were blank and the lights had dimmed.

"There got his attention" she thought. She watched him going around the console, hitting

buttons, flicking switches and trying to set new coordinates. She started to count down.

Five

He gave up trying to move the TARDIS

Four

He put on his coat.

Three

He checked his pockets for his things.

Two

He crossed the room to the TARDIS door.

One

He stepped out side and shut the door.

"Yes!" she thought "Now I just have to hope he bumps into her."

The Doctor locked the door and looked around the alleyway he was in.

"Hmm, early 21st century earth by the looked of that graffiti, Why has she landed here?" he wondered out loud.

The alleyway led on to a crowded shopping street. He noticed a poster across the road and could make out the word "London". He spotted a newsagents nearby. Entering the shop he found the newspapers near the till.

"Here we go, March 3rd 2009."he said thoughtfully "Nothing significant about this date as far as I know."

"Oi!"

The Doctor turned around to face the shopkeeper.

"This isn't a library you know!"

He put the newspaper down and muttered under his breath.

"What was that?"

"Nothing." replied the Doctor and he quickly left the shop. He left so quickly he didn't look where he was going and crashed into someone.

Bags tumbled to the floor and he caught himself before he fell with them. The woman he'd bumped into wasn't so lucky.

"Sorry," she said "I should really look where I'm going."

She scrambled around with her back to him, picking up her things and putting them back in the bags. The Doctor joined her on the floor, grabbing things before they rolled away.

"No, no, It's my fault."

The two of them stood up and the woman turned towards him. He got a good look at her and froze for a moment, staring at the familiar face. She looked at him oblivious.

"Nonsense, I wasn't looking and I missed you coming out of the shop"

"How can you miss me I'm the guy with two hearts, remember?" he asked teasingly.

Her eyes widened and she looked him right in the eye.

"Doctor?"

"Hello Grace."

Grace studied him as he looked around his flat. He was louder and more energetic.

Judging by the way he was flicking through her CD collection he was a lot nosier too. She stared out of the window. Besides these changes and his appearance there was something else, but she couldn't think what.

"I wonder how long it's been for him." she thought.

She was so lost in thought she didn't notice him calling her until he stood in front of her chair.

"Earth to Grace."

She snapped out of it and looked at him.

"Are you alright?" he asked, concern in his eyes.

"Yes, just wondering."

"About what?"

"What you've been doing since we last met"

His darkened expression startled her but as quickly as it came it was gone. He turned away but Grace grabbed his arm.

"Tell me." she said.

He looked at her and realised she wouldn't drop it. Sighing, he sat down next to her on the sofa and began his story.

He told her about the Daleks and the Time War, bringing up long forgotten memories and emotions that he had pushed aside. When he told her about the destruction of Gallifrey tears came to his eyes. He recalled the emptiness, then the anger and guilt from the knowledge of what he did.

At that point Grace crouched down in front of him and looked him in the eye. She could see that those emotions were still there, even if they were faint.

"You listen to me," she whispered harshly "don't you ever think like that again. You were under orders and if you had just stood there the Daleks would have taken over. If you were such a bad person you wouldn't feel these emotions and you wouldn't save us all over and over again"

She could see that he had listened. His eyes still had tears in them but he was smiling at her.

"Thank you." he whispered and she enveloped him in a hug.

They stayed like that for a while before Grace sat back on the sofa, this time with an arm around the Doctor. They were silent, then he continued with his story, his head resting on Grace's shoulder.

As he told her about meeting Rose and their adventures together the mood lightened. He told her about satellite five with a wistful smile on his face. He told her about his regeneration and the Sycorax. ("I should've known you'd be up there" she laughed)

Then he reached the part about Torchwood and closing the void. He stopped and Grace gave him a quick squeeze to let him know she was there. He continued, quieter.

"The problem was that Rose and I, as well as everyone from the parallel universe, were covered in void stuff. So I tricked Rose into going to the parallel universe where she'd be safe, while I held on tight on this side."

Grace frowned "But that would mean that once the void closed you'd never see her again."

"She came back before I closed the void." he replied "So we reversed the void and hung on for dear life…"

"Then something went wrong" Grace stated quietly.

"Yes." he whispered then cleared his throat "One of the levers short circuited and the void started to close too soon. Rose let go… and raised the lever back up, she couldn't hold on… and… she" he took a calming breath "she fell towards the void. Pete came back at the last minute, caught her and took her back to the parallel world… then it closed." He broke off and wiped the tears from his eyes.

"I found one last, tiny hole in the void and managed to say goodbye." Tears started to fall.

"I never told her… t-told her…"

Grace held the Doctor close and he began to cry. As he sobbed into her shoulder she whispered comforting words into his ear. Eventually, after what seemed like hours, the sobbing subsided and the two of them sat in silence.

"Sorry Grace." he said raising his head and moving away. "I-"

Grace pulled him back. " It's O.K, you needed to get it all out."

They fell into silence again and after a few minutes Grace looked at the Doctor. He was fast asleep and his eyes were red with tear tracks down his cheeks. Without disturbing him too much she carefully moved and laid him down on the sofa.

She hunted down a blanket and covered him. Resting her hand on his cheek for a moment she sighed then turned away. She made herself a cup of tea, then thought about everything she'd been told.