Warning(s): none
Spoilers: "Gridlock," obviously. Oh, and "Last Of The Time Lords."
Disclaimer: "Doctor Who" and related characters and situations are the property of the BBC. No money changed hands and no copyright infringement is intended or implied.
Feedback: All comments are welcome.
Author's Notes: After "Last Of The Time Lords" I realized that the Face of Boe would react to Martha much differently if he were Jack. At least, I think he would. So here's how I think it would have gone down.


Martha excitedly entered the senate building and stopped when she saw the skeleton lying there. "Doctor?" It was obvious that the stress of the day was starting to wear on her because the panicky thoughts that the skeleton was the Doctor were totally irrational and she knew it.

"Over here, Martha."

Martha followed his voice around a corner to find him sitting on the floor with a furry person and a really big head. It was a bizarre tableau.

"What's that?" she asked quietly.

"It's the Face of Boe," the Doctor answered, sounding a little like one might if they were trying to coax a kitten from a tree. "It's alright. Come say hello." As she approached, he added, "And this is Hame. She's a cat. Don't worry."

Martha knelt down before the giant face, looking at it curiously.

"He's the one that saved you. Not me," the Doctor told her.

"My lord gave his life to save the city," Hame agreed, sounding like she was fighting against tears. "And now he's dying."

"No, don't say that," said the Doctor. "Not ole' Boe. Plenty of life left."

The next voice Martha heard sounded a little strange. She heard it as a real voice, but it seemed wrong somehow, as if she only thought she heard it but hadn't really. Like it was only in her head.

"It's good to breathe the air once more," it said. And Martha realized it must be the Face. "And it is good to see you again, Martha Jones."

Martha blinked in astonishment and looked over to the Doctor in surprise before looking back. "I'm sorry. Do I know you?"

Laughter. The kind of happy laughter you hear from a friend who sees you again after a long absence. "Not yet, Martha. But I am glad you're here."

Martha looked at the Doctor in surprise, and he shrugged.

"Who is he?" Martha asked.

The Doctor paused for a moment before saying, as if surprised, "I don't even know. Legend says the Face of Boe has lived for billions of years. Isn't that right? You're not about to give up now."

And there was more happy laughter. "Everything has its time. You know that, old friend, better than most. My time has been stretched almost beyond measuring and I began hoping for rest long ago."

The Doctor's face twisted and he looked like he couldn't reply. Martha impulsively reached out a hand but stopped before she actually touched him.

"Don't be afraid, Martha. You will not hurt me," Boe told her. So Martha laid her hand against that huge cheek and gazed into the ancient eyes that looked warmly back at her.

"The legend says more." Hame was now sounding implacable. Still on the verge of tears, but now as if she had something to say.

"Don't." It was an order. The Doctor sounded so desperate to stop this. "There's no need for that."

Martha turned sad eyes on the Doctor. Her medical training was telling her what the Face of Boe and Hame already knew. The Face of Boe was dying. And as deaths went, she had to admit it could be much worse. He didn't seem to be in any pain, he was lucid, and he was surround by people he apparently thought of as friends, even if she was still a little unsure of how she came to be a good friend to a big head with tentacles. And if he'd really lived for billions of years, then he'd definitely had his run. She'd seen people die while working in the hospital and compared to some of them, this would be easy. She rubbed her fingers on the pockmarked face and could have sworn she received a smile in return. She idly wondered how long it had been since anyone had touched the Face of Boe.

Hame had said something during her musings. Something about a final secret.

"Yeah, but not yet," the Doctor said, still sounding like he was trying to stave off the inevitable. "Who needs secrets, eh?"

Martha thought it was odd. The Face of Boe was dying, but it was the Doctor she felt sorry for.

"I have seen so much," Boe told them. "Perhaps too much. I am the only one of my kind, and you are the last of yours, Doctor."

"That's why we have to survive." The Doctor was begging outright, now. He wasn't even trying to hide it. And what did Boe mean "the last of his kind?"

"Both of us. Don't go," the Doctor said.

"I must." He sounded truly apologetic. "But know this, Time Lord: you are not alone."

He took in one more breath, and Martha could hear him struggling. Giving in to one more impulse, she leaned forward and kissed that huge cheek.

If it were possible to hear a smile, that would be the sound Martha imagined she heard as the Face of Boe exhaled for the last time.