Title: Two Out of Three Ain't Bad

Rating: K

Summary: AU. Post FoB. The Doctor confronts Martha about her feelings towards him.

Disclaimer: I am currently in the process of being adopted by Russell T Davies, which will make me the rightful heiress to Doctor Who. I haven't told me current family yet but I'm sure they'll understand…

Author's Note: I thought of the perfect song to fit the Doctor/Martha relationship (or rather lack of), but unfortunately I couldn't use the whole thing coz it didn't make sense. So there's a little extract at the bottom. But read the fic first. Beware - obsessive Doctor/Martha shippers should turn back now.

Two Out Of Three Ain't Bad

Martha ran out into the console room. Another day, another adventure with the Doctor. And she couldn't wait. Still, she couldn't help thinking how much better these adventures would be if she and the Doctor were more than just friends… She shook her head and turned the final corner into the console room. She saw the Doctor lying down in the captain's chair.

"So Doctor, where are we going today?" she asked excitedly. The Doctor didn't reply.

"Doctor? Is everything all right?" continued Martha. The Doctor turned around and looked at her.

"Not exactly Martha," he said. "We aren't going anywhere until we have a little chat."

"Oh…kay," said Martha slowly. "About what?" The Doctor stood up.

"May I take this opportunity to once again thank you for taking care of me during those 2 months in 1913?" he said. Martha blushed.

"It was nothing, really," she insisted. "But thanks anyway."

"Mm," murmured the Doctor. "And may I also thank you for the clever, quick-witted way you encouraged John Smith to transform back into me?" Martha looked confused, so the Doctor continued. "You know, those words that you said because you would have said anything to get me to change back?" Martha gulped, but kept her composure.

"Yeah, John was pretty determined to stay put, so I did what I had to…" she began.

"Martha, the human me might have been a little thick, but I'm not," said the Doctor. "And here we have a problem that I thought I could ignore. But I can't."

"But I told you it was nothing!" exclaimed Martha. The Doctor pressed a few buttons on the TARDIS console.

"I had the TARDIS monitor everything that happened in here while I was gone," he said. "You made quite a few visits. You also said quite a few things…"

"Oh God," said Martha.

"…including…" Martha's face came up in the scanner screen…

"You had to fall in love with a human … and it wasn't me," the recording said. The Doctor sighed.

"I think that's proof enough," he said. Tears were coming to Martha's eyes.

"Yes, it's true, alright?" she cried. "I can't help it!"

"You said on the night you came with me that you weren't remotely interested," said the Doctor.

"I wasn't! Not exactly, anyway," replied Martha. "But when a tall handsome stranger snogs you, what are you supposed to think?"

"It was a genetic transfer!" said an exasperated Doctor.

"I know," replied Martha. "But it wasn't just that. You're just so … brilliant. The way you save the universe day after day. You're funny, charismatic, and yes, you are very attractive. I didn't want my feelings towards you to become like this – they just did." The Doctor sighed.

"We can't do this," he said. "It's too awkward." Martha rolled her eyes.

"Oh come on, I'm sure I'm not the first person to fall for you," she said. "What about Ro…"

"Don't say that word," said the Doctor.

"Why not? You say it all the time! Rose this and Rose that … it's like I don't even exist!"

"That's not true," said the Doctor. "You're a great companion and friend. But I think I'm entitled to grieve for the other friend that I lost. Is that too much to ask?" Martha was silent for a moment, then spoke.

"Did you love her?" she asked softly. "I need to know." The Doctor's gaze was hard, yet hurting.

"Yes," he said simply. Martha swallowed.

"Do you think … of she hadn't been around … that you would have felt any differently about me?" The Doctor shook his head.

"I'm sorry," he said. "Martha, listen to me. I couldn't have asked for a better friend than you. I still want to take you to new places and show you the universe. And I need you to be there to hold my hand and stop me from doing anything I'll regret. But I'm afraid that's as far as it goes." Martha sniffed as the tears ran down her face.

"I understand," she whispered. The Doctor cupped her cheek in his hand.

"Do you still want to travel with me?" he asked. Martha forced herself to look him in the eyes.

"I don't know," she said. "I think I just need to be alone for a while." The Doctor nodded, leaving Martha to run off to her room. It hurt him so much to see a friend hurting like that. But there was nothing he could do.

- - - - - - - - - - - - - - - -

In her room, Martha was starting to calm down. Now that everything was out in the open, she finally knew where she stood. She'd been pining for a love that was never going to come. And she was ready to move on.

I want you
I need you

But – there ain't no way
I'm ever gonna love you

Now don't be sad
Cause two out of three ain't bad
Now don't be sad
Cause two out of three ain't bad

-- Meat Loaf (Two Out of Three Ain't Bad)

- - - - - - - - - - - - - - - - - -

I've had that on the computer for a while, so it's a relief to finally get it up here. I know it's short, but I just thought it was required.