I'm not a huge fan of Martha. Rose has been my favourite companion since I first saw Doctor Who, so having someone replace her that was clearly in love with The Doctor did not go down well with me. She had some great trips though. If I come off as harsh to Martha here, I'm sorry, it wasn't my intention.

Enjoy :)

He didn't see her.

Martha new she was a pretty girl. Maybe not model-worthy, but certainly attractive enough. And she was kind and smart.

And besides, he had come to her. He'd been the one to go to her and take her tie off or whatever, and he'd kissed her. He'd called it a transfer of something, but he'd still kissed her.

Not to mention that after the shouting match at the party, he'd been there. He'd come to her again. He'd been leaning on the corner, and he'd smiled at her when she saw him. Then he'd given her some mysterious look and walked away, leading her to the TARDIS. He'd invited her to come along with him.

He point was, he'd come to her.

But he didn't see her.

He'd mentioned her, Rose, several times in passing, and the mention of her name had always brought an expression of hopelessness and sorrow. He'd stumbled over his words when he'd first said her name. "Sometimes I have guests. I mean, some friends, traveling alongside. I had – it was recently – a Friend of mine." He hadn't met her eyes. "Rose," he'd said, lifting his eyes from the monitor to look at her. "Her name was Rose. And…" his eyes had dropped, "we were together. Anyway."

"Where is she now?" Martha had demanded, wanting to know more about this Rose. He'd said they were together. Did that mean together together or simply traveling mates? Was she just a substitute for Rose?

"With her family. Happy. She's fine." The Doctor had said quickly. He seemed to only now realize what he'd said. "She's – not that you're replacing her." He had insisted. She'd thought he'd said this for her benefit, but in reality it was for his. To remind himself of her. He didn't want anyone.

He wanted her.

"Never said I was," Martha had told him.

And then he'd forcefully insisted that she would only get one trip.

"Well you're the one that kissed me." She'd flirted.

He'd looked up at her, his face serious. "That was a genetic transfer."

"And if you will wear a tight suit…" She had started, ignoring his protest, "and then travel all the way across the universe just to ask me out on a date…"

He had grabbed her wrist and leaned in. She could see something in his eyes, something powerful and terrifying. "Stop it." He'd told her, leaving no room to argue.

She had leaned back. "For the record, I'm not remotely interested." She'd lied. "I only go for humans."

But then he'd smiled and said, "good." And while she loved him and loved what he'd shown her, she almost wished she'd cut her loses then and there.

She'd tried to mentally keep her distance, to convince herself that she couldn't have a thing for him.

"Who's going where then?" She'd asked, hoping it sounded breezy enough. She hoped he had a plan. "There's only one bed."

But no, instead he'd plopped himself down onto the bed. "We'll manage. Come on."

She'd tried to stall, asking him questions of magic, but after answering them quickly he'd sarcastically asked if she was going to stand there all night. Clearly, she'd realized, he was seeing through her. Hesitantly, she'd sat down. She plastered a fake smile to her face. "Budge up a bit then." He hadn't smiled back, but he'd shifted over. "Sorry. There's not much room. Us two here, same bed." She'd glanced at him, but he wasn't looking at her. He had been staring into nothing ahead of him, a frown on his face. "Tongues will wag." She'd pressed her shoulder to him, smiling flirtatiously.

"There's such a thing as psychic energy," he'd started, ignoring her completely. Her smile had faded. "But a human couldn't channel it like that. Not without a generator the size of Taunton. And I think we'd have spotted that. No…" he'd shifted onto his side. "There's something I'm missing, Martha." She'd mirrored him, lying on her side facing him. "Something really close, staring me right in the face. And I can't see it."

Was this it? She held her breath. Had he finally seen her?

The next thing he had said made her feel sick to her stomach.

"Rose would know." He'd said it wistfully, looking away from her. There was a sudden fondness on his face that she'd never seen when he looked at her. She'd recoiled slightly. "That friend of mine, Rose, right now, she'd say exactly the right thing…" He had paused for a moment before flipping onto his back quickly enough to make Martha jump. "Still! Can't be helped. You're a novice, never mind. Take you back home tomorrow."

He may as well have slapped her in the face.

"Oh, that's more like it! That's the view we had last time." He'd pointed at the TV screen in the alley, to the spaceships and tall shining buildings. "This must be the lower level. Down in the base of the tower, some sort of under-city."

"You've brought me to the slums?" Martha asked. What she'd really meant was, 'you've brought me to somewhere you've taken someone else?' Dare she guess it had been his Rose that he'd brought here? She didn't want to know, but the question had burned in her mind.

"Much more interesting!" The Doctor had exclaimed, not seeing past the question. "It's all cocktails and glitter up there. This is the real city."

"You'd enjoy anything." She'd smiled fondly at him.

He'd smiled back at her. "That's me." But he'd instantly looked away. "Oh, the rain's stopping. Better and better!" He'd started to walk away.

"When you say 'last time,'" Martha had blurted out. He'd stopped and turned to look at her. "Was that you and Rose?"

He'd looked away. "Um…Yeah. Yeah, it was, yeah."

Did he not get it?

"You're taking me to the same planets that you took her?"

"What's wrong with that?" He'd asked.

Martha's eyes had widened. "Nothing." She replied. "Just, have you heard the word 'rebound'?" The second part she'd muttered as she walked by.

She remembered her relief when she'd seen The Doctor's face on the monitor of the car.

"What did he mean, the Face of Boe - 'you are not alone'?" Martha had asked The Doctor as he'd led her back to the TARDIS.

"I don't know." The Doctor had shaken his head.

"You've got me." Martha had told him hopefully. "Is that what he meant?" She'd smiled at him.

For a brief moment, The Doctor had smiled back, and Martha's heart started to pound. But he'd answered her with an, "I don't think so." And he smile was instantly gone. He'd apologized, but she didn't think he meant it.

When he'd finally been frank with her and told her of his people, she'd felt relieved that he had finally been showing her some sort of comradery, and couldn't help a small, bitter, victorious thought in her mind – Did he ever share that with you, Rose?

Adventure after adventure, The Doctor never seemed to see her as anything more than a passenger, a spare, a replacement for Rose. He saved the human race as she saved him, time and time again, and she always managed to find admirers or her own. Never the one she wanted.

And then he'd gone and become human, and she his maid. And then he'd gone and fallen for someone else! She'd admitted her feelings for him to John Smith, the human version of him.

Later, she'd told that she'd been lying, that she would have said anything to get The Doctor back.

She'd fought the monster that Lazarus had become, she'd fought the Weeping Angels, she'd gotten a job in a shop to support him while he'd worked on his "timey-wimey" machine, she'd fought the Daleks in the middle of New York, and she'd fought the master, touring the world, undetected.

She'd done everything for him.

But he hadn't seen her.

Please review :) this will be a two-parter, but the second chapter will be very short.