The tenth regeneration of the Doctor had been working on this and that when his blonde companion had appeared in the entrance to the hallway. She had tears in her eyes and a heartbroken, frightened expression on her face that stopped the Doctor in his tracks.

"Doctor." Rose had announced herself. He spun around with a quip about staying up too late that died on his lips. She looked terrified, more scared than usual when she woke up in the middle of the night.

"Rose, what's the matter?" The Doctor opened his arms and Rose quickly placed herself within her best friend's embrace as she had so many times before. He really did gave the best hugs, cradling her head gently yet holding her tightly to him. She felt safe with him, whether they were in her mom's flat or staring into a supernova with a monster chasing them.

"Nothing, really," Rose replied shakily in the accent the Doctor had come to love. "Just a bad dream."

"Who was it this time?" The Doctor asked understandingly. He knew Rose often had very vivid dreams of the people who they had come to know in their adventures that died. It wasn't the first time he had held her close in the middle of the night and listened to her speak about the things that haunted her dreams.

"I don't really remember tonight. All I can see is...blurs, a woman or maybe two, a growl from something behind me behind me...All I remember for sure is running." She took a shuddering breath, letting the smell of the Doctor fill her and comfort her. Rose sighed into her Doctor's neck and ran a hand through his perfect hair. He loved it when she did that.

"It was just a dream. Just a dream." The Doctor rubbed her back lightly and then let Rose go when she pulled back. She rubbed her eyes with her pajama sleeve and sniffled loudly.

"They scare me. But you make me feel safe." She shook tried to clear her thoughts, and to fill the empty space asked, "Do you have dreams, Doctor?"

"Ah, you see, I'd have to sleep...Perchance to dream." The Doctor's voice took on its usual playful quality, but his smile didn't reach his eyes.

"Doctor, what do you mean? Don't you sleep?" Rose asked curiously, her fright temporarily forgotten. She watched the Doctor fiddling with his TARDIS console, his dirty white sneakers making very little noise as he padded around.

"Well...All of time and space, yet I'm always too busy to sleep. Imagine that." The Doctor turned uncommonly serious. "I'm a Time Lord. We don't need to sleep much, not if we don't want to."

"Do you?" Rose joined him, placing her hands on his to still their frantic movements. "Want to sleep, I mean? Because I do." She yawned softly.

"Come along, Miss Tyler. Off to bed." He took her hand and led her back to her room in the TARDIS. "We're floating in space, nice and still. We'll be here awhile. Now you get your beauty sleep." He winked at her. "Not that you need it."

"Oi, you're as bad as Captain Jack." Rose giggled softly.

"I am not that bad." He answered defensively. He opened her door for her and she walked inside her room. She had a full-size bed, larger than a twin but smaller than a queen. There was a small table next to it, covered in momentos and pictures. She had a dresser stuffed full of clothes as well and many of them littered the floor.

"Sorry 'bout the mess." Rose was slightly embarrassed. In her rush to get to the Doctor after her dream, she hadn't even bothered to throw her clothes in a hamper.

"It is your room." The Doctor stood in her doorway, unsure if he should follow her in or not. Rose was just staring at him.

"Doctor, tell me the truth. Do you have a room on the TARDIS?" Rose crossed her arms expectantly.

"Yes."

"When was the last time you used it?" Rose asked. The Doctor raised an eyebrow. "To sleep, I mean."

"Yes, of course. Oh, maybe a hundred years or so."

"A hundred years?" Rose was incredulous. "Why?" The Doctor's eyes took on a faraway look. Rose took his hand and squeezed it, pulling him out of his trance a bit. "You could try."

"To what?"

"To sleep. You could..you know...Stay with...me tonight." Rose blushed deeply, matched by the Doctor's blush.

"Now who's as bad the Captain?"

"Don't get cheeky with me, Doctor." Rose pushed him. "Yes or no?"

"Well, worth a shot I suppose." The Doctor followed her into her room and then stopped in front of the bed.

"I haven't got my jim-jams on." He shrugged. "Then again, what are they besides glorified clothes?" He shrugged off his jacket and tie and kicked off his shoes. "Bed's a bit small."

"Then we'll just have to snuggle, won't we?" Rose was enjoying this side of Doctor. She rarely got to see him so uncomfortable. It was adorable. She climbed in and lifted the covers for him to join her. He slid in next to her and let her rest her head on his chest as he wrapped his arms around her.

"Comfy?" The Doctor asked calmly. Rose muttered something and shifted her head on his chest. "Rose?" He whispered softly. No response. He kissed her head.

His Rose. His clever, brave, compassionate partner-in-crime. The only constant in his life, and yet he knew that in the relative scale of things he had very little time with her. And he was determined to make every second count. After all of his mistakes he was determined to do things right with her.

"Rose, I can't sleep because...Well, I have dreams. Everyone has dreams, Rose. Good dreams, bad dreams, weird dreams, dreams that can't be remembered and dreams that can't be forgotten. And I can't let you become a bad dream." The Doctor paused and let his head rest on top of Rose's. "Truth is, Rose, you make me feel safe. That's something that I can't say about very many people. And you know what...Well, it doesn't need to be said."

His eyes drooped, his centuries of weariness crashed down on him as he relaxed, warm and safe in the arms of his Rose. Rose mumbled something again in her sleep and moved closer the Doctor as if she felt an unconscious need to be closer to him.

He managed to catch one word of what Rose said before he too fell asleep for the first time in hundreds of years.

"Doctor..."

Rose woke in her bed surrounded by a warm presence that was equally unexpected and yet completely familiar.

"Good morning miss Tyler." The Doctor whispered from next to her.

"How long have I been asleep?" Rose rubbed at her eyes without really moving.

"We've been asleep for almost ten hours." He kissed her forehead and suddenly jumped out bed. "Right! Time to move on! What shall we do today? A planet made completely of water where the homes are built of ice? Or a civilization in the future based off of a copy of Shakespeare's Complete Works that someone accidentally dropped thousands of years ago. Your choice." He bounded off in his normal way.

Rose watched him go with an amused expression.

"That man." She shook her head and got out of bed.