The Doctor, Rose and Jackie Tyler plodded on thru the sand as they left Bad Wolf Bay behind them. Jackie had noticed that silence had descended over the pair walking beside her and true to form, she tried to fill it with whatever came to mind.

"I can't believe that this expensive phone couldn't find a signal." she stated. "Pete bought me the best one he could buy but I still can't use the bloody thing way out here"

"It's OK, Mum. We're almost at the road and you can try again there." Rose responded to her mother automatically.

"Never coming here again, that's for certain. Paris, next trip away from home." Jackie huffed.

"Look, Mum, there it is." Rose pointed to the road that was just ahead.

Jackie took out her phone and made another attempt to reach her husband. When her feet touched the pavement she turned and walked away from them, nattering on to herself.

To Rose's surprise, the Doctor sat down and removed his shoes. She hesitated briefly, then sat down next to him. She watched him, puzzled as he he turned one of them over and slowly poured the sand from the beach out of it onto the ground.

"Doctor, what's wrong?" she asked softly. "You're being too quiet."

He sat absolutely still for a few seconds, watching the sand fall from the shoe with absorbed fascination.

"You know, when sand passes thru one end of an hourglass to the other, it mimics time perfectly. Each grain, or second flows its own way. Each is distinct from the others. Each has a different path than the others Each one is alone."

"What does that mean to you right now?" Rose knew that he was thinking about something more important than hourglasses and sand granules.

The doctor motioned with his free hand toward the general direction of where the Tardis had sat.

"He has watched the sand fall thru the hourglass one more time and he is feeling the passage of each second more acutely than he ever has. He has lost everyone. He is alone."

"But Donna ..."

"No, he had to take Donna home. She couldn't continue to be the Doctor Donna. She had to forget and he had to leave her, too." He seemed to draw himself up, bracing himself. " Rose, I've been thinking as we came up here and there is something you need to know. It won't be easy for you to hear but somethings do need saying."

The young woman swallowed then nodded. Whatever he was going to say, she would listen, even if it killed her.

"I am going to tell you this now because you will have questions and I want you to have the answers. I want you to have the answers to all your questions, even before you know you have those questions."

"His song is ending and time grows short for him. He has traveled on to a place in his long life where the past is overwhelming his short future. Sarah Jane, Martha, Donna, you, all of you are in his past now and won't be in his future. He is a little crazy now, a mad man with a box and with little else. He will regenerate, finally, and it will be a full regeneration, no partial ones, no meta crisis ones. When he does, he will be able to compartmentalize the pain and the memories. He will remember everything, but it will be as though it is all from a distance. He will find new companions and he will love someone again. That is his future. But I want you to know this; when all else is remembered from a distance, there will always be a place in his hearts, a chamber so to speak, where lives the memory of the love of his many lives. You, Rose Tyler. He will have a place inside himself where Rose Tyler will always be. He will grieve and feel pain at the memory of you, but with that pain will live a fierce pride. He will hold on to that fierce pride because he is fiercely proud to have had you in his life, in his memories and in his hearts and there is nothing, not regeneration, not alien monsters and not even parallel universes that can ever take that from him. There will be other people, but you are unique and he will forever be in awe of you and all that you have been and all that you will become. You promised forever, and he will forever keep you in that place inside himself. He is in pain now, but he will live thru it, because of you. You will keep him going."

At this the Doctor reached up and brushed the tears from her face. She choked a little, finding it hard to accept that the Doctor in the Tardis was on his own and hurting. The Doctor that she was sitting with let her cry for a bit, because she needed to and because he thought that somewhere out there, a Time Lord was crying as well.

After a moment, Rose said "Thank you. For being honest about it. And you are right, I would have wondered about all of that. And it is difficult to know these things you've told me, but I think that I will be grateful someday that you did this here, now, before our real new life begins."

The doctor started to answer her but was cut off by a shriek from Jackie. "I finally reached your father. He's sending a car right off. We'll be spending the night in the next village but after that, it's off to London."

"Weeelll, Rose Tyler, are you ready to begin that real new life?" The doctor put his Converse back on his feet then stood and held his hand out to help her up.

Rose took his hand and seemed to try to shake off the grief she was feeling.

"Doctor, is anyone truly ever ready for anything with you?" she returned.

"You'd better be. I am gonna be here with you. Forever."