The Doctor had been standing alone in the control room for quite some time. Thinking, feeling guilty, just generally sulking. Rose had probably gone to sleep. She had looked rather worn down after the events of today. No, not just worn down. Hurt. The idea of Rose that upset over anything bothered the Doctor but nevertheless, he had the strong urge to avoid her. So instead of going to her now, or at least finding something to do in order to busy himself with while she slept, he just stood there.

"You're a real idiot, you are," he heard from behind him.

The Doctor turned to see Mickey. A very angry Mickey.

"What?" the Doctor replied, taken aback but instantly defensive against the boy.

"I said, 'You're a real idiot.' And I mean it. How can you be goin' off, actin' the way you have?" Mickey's voice was steady as he walked over to the Doctor.

"Mickey, you're not making sense and I don't feel particularly inclined to go searching around your head for clarification," the Doctor waved a dismissive hand towards the younger man. Between Reinette and Rose, he really didn't want to be thinking about the two women he knew he had disappointed today. He began to walk away towards the hallway. He had no particular place in mind, he just wanted to be somewhere away from Mickey. But the boy followed him, right on his heels.

"Oh come on, you know what I'm talkin' about. I'm not as stupid as you think I am. I know why you let me on board. I overheard your conversation with her back in London about 'bein' left behind and all that," Mickey said.

The Doctor continued trying to ignore him, shaking his head in negation and walking forward. There was no way the boy had any inkling of an understanding of what the Doctor had been going through in the last few days.

"And I think I even know why you did what you did with that French girl. But Rose doesn't. Rose just sees you leavin' her behind, just like she knew you would," Mickey continued.

At those last words, the Doctor turned around and nearly shouted at Mickey, "I did not leave her behind! Rose knows I would never do that."

Although the Doctor was right in Mickey's face, the boy stood his ground.

"Oh really? Then what do you call getting yourself stuck on purpose with another pretty blonde?"

Now the Doctor was a little confused. "What?! That wasn't - that's not - I was saving her and the entire timeline of Earth."

"Maybe that's how Rose would see it. Maybe if you weren't pushin' her away the entire time you were doin' it. And just for the record, she doesn't know, Doctor. She really thought you weren't comin' back," Mickey folded his arms at this last declaration. He could tell he really had the Doctor's attention now.

Likewise, the Doctor crossed his arms. "You think you know Rose better than I do?" he raised his eyebrows at the question, confident that he had killed some of Mickey's confidence. He had grown to like the boy, even respected him some. But there was no way he was going to allow him to comment on his relationship with Rose.

"I know I do," Mickey didn't hesitate.

The Doctor snorted and gave a mock laugh as he turned away and continued down the hallway. It was all an act though and he could tell Mickey was seeing right through it.

"No, I know I do!" he shouted after him, "You've been travelin' with her over a year now and you know nothin' about her! How do you think a poor girl from an estate is goin' to react to you showing up with some ex-girlfriend of yours? Who's older and smarter? Knows you better?"

"Don't be ridiculous, Mickey. Sarah Jane was just an old friend and Rose knows that. They even got along at the end," the Doctor replied. Again, he was dismissive, not even bothering to turn around and face Mickey.

But Mickey continued, "And then all of a sudden you're goin' off about 'Cleo' and how amazin' she was. And for the big finish, you find some fancy French girl. How is Rose suppose to compare to all that?"

That stopped the Doctor in his tracks. "I never compared Rose to them," he turned to Mickey, this time obviously upset. "And I was never . . . " he paused, searching for the word ". . . romantic with them." The idea what almost humorous to him. Rose was the only human he had ever been with and he thought he had made that point clear to her the first night they had spent together.

He had taken her site seeing, trying to lighten the mood after leaving Cassandra. But they had unintentionally been in each others' heads that day and it was something they could no longer ignore. They had been shamelessly flirty ever since Christmas, trying to gain back the relationship they had been building before he regenerated. Then his head was full of her feelings for him and while they were strolling down New Central Park, her hand in his (her going off about how her outfits never quite fit whatever time period they were in) he couldn't hold it in any longer. He interrupted her by pulling her in for a kiss. It had started off simple, not nearly as passionate as the one they had shared earlier that day when she wasn't really her, but then she had grabbed the lapel of his jacket and to his surprise and pleasure, deepened the kiss. "Well there's that, then," he had said cheekily. They didn't make it back to the TARDIS that night. Instead he had taken her to a hotel with the best view of the city, which they hadn't paid any mind to.

Mickey's voice brought him back to the present. "Does Rose know that? Did you ever bother to tell her that?"

The Doctor only stared in response.

"Because you see, Doctor. You obviously don't know her at all. She wasn't Queen of Egypt. She was a shop girl because she couldn't afford university on top of helping her mum make bills. And she didn't get to learn about love from the King of France. She had to learn the hard way in the backseat of car with a boy who got too rough when she told him 'No.'" Mickey would have smiled at how those last words affected the Doctor if they weren't true.

The Doctor felt physically ill. He thought Rose had shared everything with him. He knew about her father, had seen the small flat she had spent her entire life in, knew her love for music, her favorite songs, her favorite color, just the way she liked her tea. He knew that spot on the back of her neck that would make her melt if he ran his tongue just there. He knew her favorite poem was The Raven and for her 20th birthday he had taken her to meet Edgar Allen Poe. He knew her favorite animals were dogs but they could never have one because she was allergic. He always knew just what to say to make her laugh, knew when she was upset and just needed a hand to hold. He thought he had known her inside and out. But this, Rassilion, how could she not trust him with this?

"Don't you see now? That's where I came into the picture. Some safe, borin' bloke who would only ever be nice to her. So yeah, go on then. Tell me how well you know her," Mickey said.

The Doctor stood frozen for a moment. He was horrified, furious even, and the urge to avoid Rose was suddenly and completely gone. He stepped forward, purposefully brushed against Mickey's shoulder, and walked away.

"Where do you think you're goin'!" Mickey yelled after him.

"To go talk to her!" the Doctor replied yelled back.

"Oh right, like she wants to see you right now! And what are you goin' to say to her, Doctor? That you're sorry you tried to rub her off on her ex so you wouldn't have to break your promise to never leave her behind? That you've been avoidin' her ever since you brought me on board because o' that? Oh! Or how 'bout you were just distracting yourself with somethin' new and pretty 'cause you couldn't stand to see how you were hurtin' her?"

Again, the Doctor stopped. But instead of turning toward Mickey he just looked at the ground. "What am I suppose to do then?" he asked quietly. And then Mickey saw it; how completely lost the Doctor was in this situation and he almost felt sorry for him.

"I don't know," he shrugged. "how 'bout startin' with tellin' her you love her? I know you do, even though you're shit at showin' it. But she doesn't. She used to think you did, back before you regenerated. But now she's not so sure."

The Doctor didn't move or say anything for a few moments, so Mickey took that as his cue to leave. But as he started to walk away, the Doctor turned to him.

"Wait," he paused before continuing, "how do you know all this?"

And Mickey had the perfect response. One that he knew would hurt the Doctor the most, and in all honesty, he was glad it would. "She told me. While you were standing around, moping over your love letter from another woman, she told me."

Rose couldn't sleep. Feeling too betrayed by the Doctor and too guilty about Mickey, she finally gave up trying to sleep and sat drinking tea by the fake window the TARDIS had made for her in her bedroom. Right now she was looking at the view that would have been in her old room in her mum's flat back at the estate. In this moment, she couldn't believe she had ever been bothered by the ship having a telepathic link with her. If she were to open that window, she could stick her head out, feel the cold London breeze and even hear the traffic in the distance. She could close her eyes and pretend she was back home, pretend Jackie was going to walk in at any moment and scold her about the tidiness of her room. And everything would be right in her small little world.

The Doctor had done the impossible and let her down. Before now, he had scared her, made her angry, made her feel guilty, but he had never failed to be there for her when she really needed him. She really didn't know how to cope with that, so she had run to Mickey and that had been a big mistake. The man had been teasing her relentlessly about the Doctor for days now but tonight she let him see how upset she really was. She had cried in his arms and told him everything. Mickey had changed then, from the bitter ex-boyfriend to the protective best friend and Rose had never seen him so angry. It made her see him in a whole new light. If he was going to still be there for her, especially after she had all but left him for the Doctor, then a part of her wondered if she had made the right decision when she ended it with him.

That train of thought was stopped when she heard her door open. She turned away from her home away from home window and looked up to see the Doctor. He had stopped knocking weeks before his regeneration so she should have expected this, but a tiny part of her wished the TARDIS would have thought to lock the door for her. They needed to talk, that bit she knew, but if she spoke to him tonight, she was afraid she would say things she didn't necessarily mean.

"Rose, are you alright?" he asked in a gentle tone. He stood awkwardly between her doorway and the bed, not yet sure if he should walk around it and come sit by her.

"M'fine," she replied, setting her tea down and bringing her knees to her chest. A defensive position. Usually when he entered her room, she was all smiles and open arms, but now she was turning back towards the window.

"Don't lie to me," he said evenly, but sternly. It rubbed her the wrong way, just like it always did when he talked down to her. She knew he didn't mean to be that way, not really, but nevertheless she couldn't help the sarcastic snort that escaped her.

"Right now, I'd think you want to be lied to." She looked at him evenly this time and realized her eyes were probably still red from crying.

He came closer this time and sat on the side of the bed facing her. "Then tell me, what would those lies be? If, hypothetically, you were to lie to me."

"Really? You actually want to do this?" She was daring him, pushing him to see how far he would go with this conversation. And she was just heartbroken and angry enough to do it.

"Yes." No hesitation there. Okay, fine. Let him hear it.

"Everything is perfect between you and I. You've never let me down, you would never do that. We spend our days traveling the universe and nothing ever comes between us."

"Rose-" he began to speak but she interrupted him.

"What happened, Doctor? We were happy and I really was starting to believe that you . . ." she trailed off.

"What, Rose?"

She studied his face for a moment and before she continued, she realized something important about the way he was looking at her. He was sad. It was the same look he had given her when he told her he would never leave her behind. It took every bit of her mother's stubbornness to not forgive him in that moment.

So instead, she hardened her face. "We were fine and then you weren't. You became distant. And then you let Mickey on board and I appreciate you treating him nicely lately but now it's like you're forcing us together. And then Reinette-"

"Nothing happened with Reinette." He was trying his best to just listen to what she had to say, but he didn't want her to finish that sentence. Reinette had left him with a mountain of guilt, that was for sure. And why he did find her to be a remarkable woman, her feelings for him had not been mutual and Rose had to see that.

"You kissed her." How the hell did she know about that?

"She kissed me," he corrected. He decided that it wasn't important how she knew, but that she knew. And he hated himself in that moment.

"What, and you just stood there, completely innocent while a gorgeous woman assaulted your face?"

He put his face in his hands, pausing for a moment. How to explain what really had happened? He sat up straight as an idea hit him. "What if, say, instead of me and Reinette, it was you and, oh, I don't know . . . Prince Williams. Wouldn't you be a little flattered. Even for a second? Even if it meant nothing to you in the end?"

"That's different!" She was up now and pacing in front of him.

"Well that's a bit of a double standard," he defended.

"No, it's different because you're the Doctor!"

He looked at her, still clearly confused. She lowered her voice and cast her eyes to the ground. "No one can compare to you."

This is my lover, the King of France.

Yeah, well I'm the Lord of Time.

Oh.

Damn.

"Were you ever poor?" she continued.

Well that was a change of pace. "What?" he asked.

She seemed amused at his confusion. "On Gallifrey. Were you poor? I mean, did they even have 'bad parts of town' where you grew up?"

"Some were better off than others, but by your standards, no. I wasn't poor." He still didn't see where this was going.

"Then how can you understand? You see a brave, multi-talented, beautiful woman and you're flattered that she fancies you. But all I see is a well educated whore who was lucky enough to have some bad guys in her life so she could get your attention."

"Rose, you're better than that." It came out almost like a scold. He had never heard her talk like that before and the venom in her voice surprised him. It wasn't becoming of her.

"But I'm not! And if you're foolin' yourself for one second that I am then you might as well take me home 'cause you're wastin' your time!"

He had never seen her this upset, and he waited for her to catch her breath before he started.

"Rose-"

"I tried to leave," she interrupted, "When you were stuck in France. I didn't think you were coming back and I couldn't stand the thought of being stuck on that spaceship. So Mickey and I tried to go home but we couldn't figure out the TARDIS. I didn't wait five and half hours out of choice." She wasn't shouting anymore but the Doctor could tell she hadn't really calmed down at all.

"Rose, please-"

"Take me home." It wasn't a question.

"Rose, please just listen-"

"Take me home now!" She was shouting again and this time the tears came.

"No." He walked over to her and ever so gently cupped her face in his hands.

"No," he repeated.

She closed her eyes and sobbed into his chest for a moment, defeated. "I took you home once without explaining everything. I died for you then. Everything this regeneration is, is because of you. For you. So if you need time, I can give you time. I have all the time in the universe. But I'm not taking you home."

Rose pushed him away then. She wiped her eyes with her back turned to him and whispered two words.

"Get out."