It was only in the darkest and dreariest of nights that the Doctor cried. If he allowed himself to give in to his sorrow, to let it fully take him over then he would never recover. His days were filled with running, with action that left him with big, black gaps in his memory; he preferred it that way. The man that he had become was not the one that he wished to be. Dark days and lonely nights…it was not the life he wanted. It was, however, the only life he could have now. He was alone; the angels had stolen his family from him and he was alone. River told him not to travel alone; she knew him too well. She knew what kind of man he was when he was alone. Fat lot of good her knowledge did; she wasn't here either and he hated her for it. No one stayed…..everyone left.

Alcohol was a strange thing; up until this point, he had not been a drinker. Not much point; what good was he with his mental capabilities slowed and dulled? But now…..when he would forget the events of the day, when he would find himself in the TARDIS with blood on his hands and sorrow in his heart, he found himself chocking the revolting stuff down to keep the monsters of the night at bay. It was a double edged sword; he drank to keep the loneliness away but it was when he drank that he saw her. Saw a flash of red hair at the corner of his eye, heard her laugh throughout the ship, felt the whisper of a touch on his hand. Tonight was no different.

He sat on the couch, staring into the fire in the library. He clutched an empty glass in his hand as his glare went from the burning flames to the books that littered the table in front of him. Perched on top of the books were the reddish brown round spectacles, the ones that he didn't need but wore anyway.

I don't like them. They make your eyes look all liney. He said he didn't like them; but he had lied. They had suit her well and they fit perfectly on his own face, just like her hand had fit perfectly in his. As the thought came to him, he felt the glass slip from his hand and crash onto the carpet, the tightness growing in his throat. He tried to fight it; the drinking was to prevent the crying. But the more that he fought the growing tightening in his throat and the mounting moister in his eyes, the worse it got. It was not long at all before he found himself clutching the glasses in one hand, his face pressed into the couch.

The more that the Doctor cried, the worse it got. His shoulders shook and his stomach ached as he sobbed with no relief. Crying never made any difference; the sound of the tears only served to remind him that he was alone. He would never cry like this when traveling with someone; each time he cried it only reminded him that there was no one around to dry his tears. He was alone.

The Doctor lost track of how long he had cried and though his eyes were beginning to dry he was still sobbing. The sorrow and the loneliness ripped through him left him desperately in pain. It had been so long since he had smiled, since he had laughed. It had been so long since he had felt something other than sadness.

The Doctor was trying to chock back his dry sobs, his stomach beginning to roll from the pain of his crying, when he felt something brush his shoulder. A coughing depressed laugh broke free from him; he was used to whispers, the touches and sights of the past and he thought this would be no different.

"Doctor? Hey, Doctor!"

The Doctor's attention was immediately perked as something began to shove his shoulder more persistently. He knew that small Scottish voice but it was not one that often visited him in the night. He turned on the couch so that he was facing out toward the source of the nudging.

"Good…..you're awake! I thought you might be dead or something"

The Doctor felt a war going on inside him; he knew what he was seeing, what he was hearing but it was not believable. The small red-headed girl that he saw inches from him couldn't really be here. That would be kind and his life was never kind.

"Are you just gonna sit there and stare at me?" Amelia asked, one hand on her hip as she looked at him impatiently. "Might want to blow your nose there" She pointed toward his face and pulled a handkerchief out of her pocket.

The Doctor, his head feeling muddled, sat up and stared at the apparent form of Amelia Pond standing in front of him. He could think of a million reasons that she wasn't really here; she was in the past, she could never see him again. Not to mention she was no longer a child. He reached out for the handkerchief, expecting the vision to vanish as it always did when he tried to touch them. But it didn't; his hand closed around the pink handkerchief. He could see it, he could feel it; it was real even though it didn't make any sense.

The Doctor wiped his nose on the handkerchief and then handed it toward Amelia. She wrinkled her nose in disgust. "You keep it, alright?" she asked. The Doctor tossed the handkerchief aside and looked at her. There was everything there to suggest that she was real and not real at the same time. He wanted to reach out and touch her but he saw sure that she would vanish if he did; they always vanished when he tried to touch them.

"Doctor….are you alright?" Amelia asked, cocking her head to the side and watching him curiously.

"Of course I am" The Doctor lied. "I'm always alright. Are you real, Amelia?"

Amelia looked at the Doctor as if she doubted his sanity. "Of course I'm real…..why wouldn't I be real?" she asked with a slight laugh.

The Doctor sat up straighter and studied her; his memories always flashed and looked slightly ghost like. Amelia…Amy….looked real. She looked solid but that didn't mean she was real. "You shouldn't be here…you can't be real. You're just a ghost….you're just in my head" the Doctor said bitterly.

Amelia laughed at him. "Of course I'm in your head…..but that doesn't mean I'm not real" she said.

"Usually it does" The Doctor said drearily.

"That's what the doctors said about you…..good thing I didn't believe it" Amelia said with a laugh. Despite her smile, the Doctor could see the pain she held even in her young body. It was her…

"Amelia?" the Doctor asked, fully believing for a second that it was her, really her.

"Yeah?" Amelia asked, her eyebrow rising in concern, looking at his intense glance at her.

The Doctor reached out, his hand suspended right in front of her face, afraid that if he touched her she would vanish. He could feel the slightly heady feeling of the alcohol in his blood and a nervous twisting in his stomach; he wanted her to be real. He closed his eyes as his hand connected with her cheek. Under his hand he could feel her soft cheek, warm and real; his eyes popped open.

"Amelia? You're real?" he asked, his voice catching with emotion. It broke every rule of possibility that he knew but somehow she was real.

Amelia rolled her eyes. "Of course I'm real" she said, "That's what I told you!"

The Doctor felt bursting happiness and the strange absence of loneliness as he accepted that this impossible figure was real. He hugged her tightly to his chest, taking in the scent of sugar and peppermint as he lifted her off her feet. He crushed her to him, soaking in her warmth and softness until he heard her squeal "Doctor…..you're smushing me!"

The Doctor laughed as he reluctantly let go of her, afraid to let go now for fear that this wasn't real. He pulled back and looked at her, completely not disappearing before his eyes. All coherent thought went out of his mind; normally he was the one with the answers but right now his mind was beautifully vacant. Normally, his mind was racing like an out of control train of pain and sadness and loss but for now it was wonderfully empty. "Amelia…..how are you here? If you're real, then how did you get here?"

Amelia flopped down on the couch heavily beside him, snatching the glasses up from his hand and putting them on. They slid down her nose almost before she could catch them; catching them at the last second she pushed them up to her eyes and looked up at him. "I'm here because you need me" she said, giving him a serious look. "You're lonely…..and sad. You need someone"

If the Doctor had been in a better frame of mind, he would have seen this whole scenario couldn't have been possible. But as it was, he didn't examine this; doing so would only poke holes in the illusion. And he was just so lonely…..

"I'm fine" The Doctor lied, his quick reflex of an answer. He didn't want Amelia to worry about him; he should be taking care of her. He had done such a rubbish job of that the first time around that he really wanted to try to do it properly this time.

"You're such a liar" Amelia said, looking up at him and sighing. "If you were fine…..I wouldn't be here"

"You shouldn't be here" The Doctor said. Even though it hurt him to say that he knew that her being here wasn't the right thing. She should be at home. "I should take you home"

Amelia took the glasses off her face and put them on the Doctor's face, giving him a curious look. "Then take me home…..but Doctor, you've got to promise to stay with me all night. I waited a whole night for you in my garden once. Don't leave me like that again"

The Doctor smiled down at her over his…..hers…..glasses. If he could stay with her forever to avoid the pain of what he was doing now he would. "Of course I will stay" he said. It's not like she didn't have him completely wrapped around her finger anyway.

…..

When the Doctor and Amelia stepped out of the TARDIS, he felt a burst of warm spring air hit him. The moon was out bright and the stars were millions in the sky; the Doctor could name each and every one of them. Amelia walked through the garden to a swing set that sat untouched, the air moving the swings on its own. Amelia plopped down on one of the swings and the Doctor followed her, sitting on the other, pushing back and forth slowly, matching her speed. The quiet of the night was interrupted only by the sound of the squeaky swings. It was a long time before Amelia turned toward him and spoke.

"Doctor….why are you so sad?"

The Doctor felt his stomach twist at her question, asked so innocently. I'm sad because you're gone…..you're gone and I'm all alone. I can't breathe, I can't sleep…I can't be because I'm so lonely. I'm going mad from being so lonely and I hate myself for it. I didn't protect you and I hate myself for that.

"I'm…..lonely" the Doctor said. His voice cracked and he hated himself for his weakness. He should be happy for her; he should be strong for her but right now he just wanted to breakdown. It was so nice to have to someone to talk to…..to see someone with a kind face.

"Don't you have any friends?" Amelia asked, twisting in the swing.

The Doctor's throat was tightening so much he feared he wouldn't be able to speak. "No…..no, they're all gone" he said, looking down at the ground.

"I don't have any friends either" Amelia said, her voice turning sad for a moment as she thought about her own circumstances. She looked up, a smile turning on her face once more. "We can be friends…I'll be your friend, Doctor" she said positively.

"That sounds really good, Amelia" The Doctor said, a silent tear escaping his face. He looked to the side to wipe it away before she could see it. "I'd love to be your friend"

….

I hide and you find me…I promise not to disappear on you!

The Doctor ran through the trees and the bushes, looking for Amelia. She had seen his hesitancy when she had prompted the game of hide and seek. All he could think about was the graveyard, Amy's face and the words that haunted him. "Raggedy Man, goodbye!" He felt sick to his stomach at the thought; that's when she had promised not to disappear on him.

If you get scared and want to find me just say, 'Olly olly oxen free!' and I'll come out, alright?

It was the best night the Doctor had had in a long time; for once, his night hadn't consisted of crying or hurting himself. He hadn't been alone, scared and lonely. He didn't have to think about the blood on his hands, didn't have to think about the angels and River abandoning him. All he had to think about was counting and finding Amelia. His mouth ached from smiling so much; it was a good feeling.

The sun was beginning to peak over the horizon, casting a pink glow on the trees and grass as the Doctor saw the trace of red in a nearby bush. Stepping as quietly as he could, he reached into the bush, pulling Amelia out and lifting her up into his arms. "Found you!" the Doctor said, smiling at Amelia's laughter.

"Doctor, you're way too good!" she said putting her hands on the Doctor's shoulders. "You don't ever lose, do you?"

The Doctor laughed. "I'm an old man, Amelia…..I've played far too many games of hide and seek" he said, putting her back down on the ground. Her laughter stopped as a big yawn overtook her. "Your turn Doctor" she said after the yawn. "I count and you find me"

"Alright…..but I warn you….I'm gonna pick somewhere really good!" the Doctor said before taking off through the trees, the sound of Amelia's counting getting quieter and quieter. The Doctor ran through the trees and found a large bush to hide behind, the sun coming up making it harder to hide.

The Doctor was happy; truly happy tonight. He couldn't remember a how long it had been since he'd been happy. So long it had been since sorrow was his only companion; he didn't ever want to leave. He was convinced that he could stay here, playing hide and seek forever. The monotony of such a game normally would have driven him made. With her…it was perfect.

The Doctor sat for a long time among the bushes, his legs letting tired as he waited for Amelia to find him. At first he smiled, thinking he'd found a really good spot. But then his smile faded as doubt crept in. It was taking too long…..maybe she was gone. The angry stoic face of a weeping angel came into his vision, making his hearts stop.

"Amelia!" the Doctor called, starting to panic. "Olly olly oxen free!"

The Doctor popped out of his hiding place, his hearts racing and his breath coming out hard. He listened for Amelia's voice; she had said if he called out, if he got scared she would come. But she wasn't coming. The angel's face burst into his vision again and he felt tears coming to him. Irrationally he began to run through the forest; they got her again…..they stole her from me again…

The Doctor ran through the trees; every moment he couldn't see her the more alarmed he got. "Olly olly oxen free!" he called, the phrase sounding like a desperate plea. He burst into the clearing where the swing set sat unmoving, to the place where Amelia had been counting. He fell to his knees in relief when he saw her, leaning against a tree, fast asleep. He smiled sadly as he looked at her, completely spent as the night had now become morning. Playtime was over.

The Doctor shook Amelia's shoulder gently until she opened her eyes. "Give up, Doctor?" she asked with a sleepy smile.

The Doctor laughed. "Yeah…..yeah you win, Amelia" he said. He extended his hand. "Want to go to sleep now?"

Amelia took his outstretched hand. "Yeah" she said tiredly, following the Doctor as he walked inside her house. She tilted her head toward him, resting on his side. "Are you sleepy too, Doctor?"

He was but he didn't want to sleep; sleep was a scary thing and he didn't want his nightmares to steal the little bit of happiness he had found. "Yes…..I'm very tired" he said, having a feeling she wouldn't give into sleep unless he said he was tired too.

The Doctor led Amelia up the stairs and to her room. She made her way quickly to the bed and flopped down on it, kicking her shoes off. The Doctor crossed to the other side of the bed sitting down. He picked up a small doll that was sitting in the middle of the bed; he smiled when he saw the doll very much resembled him.

"What's this?" he asked, holding up the doll. Despite her sleepy state, Amelia blushed a dark red. She snatched the doll away from him, tucking it under the covers. "That's-that's nothing" she said shyly, lying back down on the bed, turned on her side facing him. He could tell that she was struggling to keep her eyes opened. Somehow they both seemed to know that once they went to sleep, this night, and the good things about it, would be gone. As much as he wanted to fight against the inevitable, he wanted her to rest.

The Doctor turned on his own side, facing her. He pushed her hair gently out of her face as he gave her a smile. "Go to sleep, Amelia" he said gently.

"I don't want to" she said, her eyes going closed again. She was quickly losing the battle. "Sleep is scary"

The Doctor's heart went out to her; he knew that Amelia hadn't had the best of childhoods. She didn't talk about it much and he didn't pry. "You have nightmares" he said, a statement and not a question.

"Yes" Amelia said, opening her eyes briefly to look at him.

"Well, you know what?" The Doctor asked, giving her a smile. "I have nightmares too…..but you know what helps?"

"What?" Amelia asked, her tired eyes searching his.

"Sleepovers" he said. "I'll stay here while you go to sleep. Having someone else there makes the nightmares not as bad"

"But I…" Amelia stared but then stopped, embarrassment flooding her face.

"What is it?" the Doctor asked gently.

"Sometimes when I sleep I…know know…." Amelia said, glancing down. Her cheeks were red and he could feel her embarrassment.

"Hey, that's alright" the Doctor said easily. "I do that sometimes too…..no big deal"

"Really?" Amelia asked, raising an eye brow.

"Really" the Doctor said. He wished that he could say that he was lying but he wasn't. There was a time that waking up in a panic and wet sheets would have been foreign to him. But that was before he had lost everyone and everything he held dear.

Amelia relaxed, the Doctor's words reassuring her. She looked so peaceful in the light of the morning sun that he fought his own urge to go to sleep. For once he was peaceful; he wanted to be peaceful forever. The Doctor wanted to stay with her, playing games and laughing. Not scared, not alone. He thought about how he'd met her so long ago, when she was this small. He'd asked her to come with him and he had intended to come back in time for her. He had never meant to disappear and leave her hurting until her adulthood. Though he knew it broke the rules, he wondered suddenly why he couldn't travel with her now and make up the childhood they never had.

"Amelia…..will you travel with me?" the Doctor asked, not knowing if she was still awake and could hear him.

After a moment her eyes popped open. They were sad. "Doctor…..you know that I can't…not now" she said, reflecting back his own thoughts.

Though he expected it, it still hurt his hearts. He didn't want to be alone; he'd been alone for too long. It had been so good to see her again and he didn't want it to end. He knew the laws of time would not allow him to rewrite her history.

"I know…but I had to try, right?" The Doctor said, his voice cracking from the tears he knew he would shed when this was over. He closed his eyes to avoid having them spill out now. He felt a hand on his cheek and he opened his eyes to see Amelia giving him a sad look.

"Please don't cry….please don't cry, Doctor. And don't be mean to yourself" she begged him knowingly.

The tears wanted to spring up even more at her words. He placed his hand over hers. "I'll….I'll try" he said as bravely as he could. "You'll be gone when I wake up, won't you?"

Amelia looked at him sadly. "Yes…but I can return at nights when you are really sad, okay? We're friends, right?"

The Doctor could feel himself and Amelia being pulled down under the veil of consciousness. He knew time was almost up. "Amelia Pond…..we will always be friends" he said sleepily as they both, for once, went into a peaceful sleep.