The Doctor looked back on his long life. He thought about all the people he had saved. He thought of all the people he had hurt. Faces passed through his mind as tears pooled in his eyes. Those eyes had seen so much death.

He thought about Rose, the girl who changed him for the better. Always seeing the good in people, even when she shouldn't. The one who would do anything for anyone. His mind rested on her for a while. The life they could've had.

Martha then came to mind. So brave and so adventurous. The girl who wouldn't take no for an answer and wouldn't leave anyone behind.

Donna. His best friend. She didn't even know who he was anymore. Now she couldn't even give him a second glance.

Amelia Pond then practically shoved her way into the picture. That brilliant Pond. Not too long after she arrived Rory did too. The lone centurion and the girl who waited. He would never see their smiling faces again. Then he supposed, he wouldn't see any part of them anymore.

The Tardis gave a loud shudder and more alarms set off. He had been going to Earth, something had been calling him and he supposed he should check it out. He never expected this though.

He was back in the year Five Million. His first trip with Rose. He didn't know why the Tardis would take him there. He assumed she was mad at him for some reason, and wanted to cause him some particular pain. He remembered that day, he had nearly lost her. He couldn't imagine his life without that girl. Though this was different. Something was off.

He could see Rose in the room, talking to a plant. What an odd girl. More alarms went off which he ignored, and he just smiled from above. Radiation leaked through the door and soaked into the Doctor, though he was unaware. As he was caught up in his past, the Tardis just left. He glared accusingly when a sharp pain struck his chest.

He swirled around and saw he was on an abandoned planet. Not a single creature in sight. He wondered why the Tardis had taken him there. Though before he made it out the door he felt the pull of regeneration. Why was this happening?

He asked for the interface and it showed his human counterpart of the Tardis. He asked her why she was doing this. Why she had done this.

"Doctor, you've been sad for too long. I couldn't handle seeing you like this. You need to start over."

He didn't want to start over, he had explained he was perfectly fine being alone. An argument started, he said she had no right. He sat there with no one else but his Tardis. Seemed to be like the beginning. He felt so free. A shiver broke throughout his body as a sweat took over him. He felt so young. He then realised how old he was. He had seen and done so much.

"Thank you." The Doctor knew he was letting people down, but in that moment he simply didn't care. He had helped so many, and he had taken the blame for so much. He was done. He saw holograms of all his beloved companions around him through his last moments. He had been hurting for so long, but now he felt at home. For once in his life, he felt peace. His last breath left his body as he died with a smile. No regeneration this time, he was finally at rest.