Martha Jones sat in the pilot chair aboard the Tardis. One leg swung freely beneath her while the other was bent so she could rest her head on her knee. Where her head lay, the fabric of her jeans was damp from tears. She listened to the low hum of the Tardis in rest; a noise for the most part unnoticeable because of the Doctor's boisterous speech and uninhibited energy.

Currently, the Doctor and Rose were saying goodbye to her family. The rift had opened of its own accord and was in a period of flux where the Doctor could travel freely between both universes. He had come to visit Rose and she insisted that she go back with him. Though the Doctor had some reservations about Rose possibly never seeing her parents and baby brother again, he was extremely happy to be in her presence again.

Martha had felt out of place in the tearful reunion so she decided to wait for the pair in the Tardis. She also wanted a period of quiet reflection to herself. If this was it, she wanted to be calm about it.

Her introspection was interrupted, though, when the doors of the Tardis swung open. She quickly wiped her eyes and calmed her breathing, determined not to cry in front of Rose and the Doctor. She knew it was a futile effort because her eyes were probably bloodshot by now, but she was hoping that the two would have enough tact to pretend like they didn't notice anything.

The Doctor entered and closed the door behind him. Rose wasn't there. He threw his coat on the railing of the Tardis and greeted Martha. "Hello, Miss Jones!"

"Hello, Doctor," she greeted quietly. Her voice wasn't quite as steady as she wanted it to be. She cleared her throat. "Where's Rose?"

The Doctor's eyes narrowed and his voice lowered when he noticed the distress in his companion. "She's at home packing and saying her final goodbyes to her family and friends…" He walked over to stand in front of her. "Martha, is there anything you want to talk about?"

"Not in particular," she said, turning her head away from his gaze. She didn't look, even when he grabbed her hands in his and squeezed.

"Martha, please. You're my best friend and I can't stand to see you hurting. Let me help." At this, Martha felt the tears flow from her eyes again.

She took a deep breath, organizing her thoughts. She hadn't planned on telling him, not yet anyway, so she really didn't have the words she wanted to say worked out. She looked at his hands that were still gripping hers then up at him.

"It's just… Now that Rose is back… well, you and her…" She trailed off, looking away again.

"Martha. Martha Jones. You are wonderful and intelligent and beautiful and I know how you feel about me, but you are my best friend and only my best friend. I'm sorry." His eyes were wide and imploring as he squeezed her hands encouragingly.

Martha's eyebrows raised and she blushed. Biting back her first response which was to say that his oblivious act was impressive, she instead said, "Is that what you think this is about?" Her shock and embarrassment was enough to stop her tears from flowing.

"It isn't?"

"No! Of course not! I'd be lying if I said that this felt great, but it isn't enough to make me cry like this!"

"Well, you were crying when Rose first saw me. I just figured that it was because-" Martha didn't let him finish.

"I was crying because I was happy! Did you see the look pure euphoria on your guys' faces? It was one of the most beautiful things I've ever seen." She smiled at him genuinely.

He beamed back at her but then his grin fell. "Well, then why were you crying?"

Her smile also fell but she didn't begin to cry again. "I'm truly happy for you, I am, but I can't help but help but be sad to know that my adventures with you on the Tardis are over. All the amazing things in the universe, I guess I'm not quite ready to give it up yet."

The Doctor frowned and his brow furrowed. "Who says our adventures are over?" He looked authentically puzzled.

"Well, I mean, you have Rose back; you guys are back together. Now that you found her again, per se, you don't need me anymore." Now a few tears trailed down her face but she seemed not to notice.

Realization washed over him. He grabbed her shoulders and looked deeply into her eyes. Their foreheads nearly touched as he spoke to her. "Martha Jones. Do you remember what I told you the first time you were onboard the Tardis; after you asked me about Rose?"

"Yeah; you said that I can't replace her," she said flatly. Her eyes were looking at the knot of his tie despite the closeness of his eyes.

"Martha, look at me," he commanded. She complied. "I did not say you can't replace her; I said you aren't replacing her. And you didn't, Martha. You on your own are special to me. I didn't let you travel with me because I missed Rose; I let you travel with me because I was lonely. There's a big difference. I guess you can say you can't replace Rose, but you never had to; being my companion isn't a job."

"So that means…"

"That means that I would never abandon you just because Rose returned and I am so sorry if I ever made you feel like she was more important than you in my eyes."

"So I can stay?"

"Of course you can stay," he said gently and then he kissed her forehead. Martha smiled, crying again, this time of joy. "Now," he said jumping back and starting the Tardis up, "Rose should be here any minute now."

No, sooner than he said that did Rose enter the Tardis, two rolling suit cases trailing behind her. Martha ran over to help her. "Ready to leave, yeah?" Rose asked beaming.

Martha grinned. "Definitely."

"All set?" The Doctor asked his companions. They nodded. "Great!" He gripped the lever and pulled it down. "Allons-y!"