Rose Tyler had run faster than she had previously thought possible.

The girl, with her solemn brown eyes and dark brown hair, had run even faster.

And now she was breathing rapidly, trying to hold back tears in the safety of the TARDIS as the Doctor spoke gently to her, his usually harsh voice soft: "Hey, you're okay. You're fine."

"My mum's going to be so mad," she mumbled.

"Why? You survived."

"Barely." Then she smiled weakly. "But better than nothing, yeah?"

"Definitely better than nothing," the Doctor said firmly.

"What's your name?" asked Rose.

"Ella," she said. "Who're you?"

"I'm Rose; this is the Doctor."

Ella just nodded, not even offering the oft-asked question 'Doctor who?'

Suddenly, the Doctor sprung up. "How would you like to go on a trip?"

"But . . . my mum . . . ?"

The Doctor grinned. "Don't you worry, Ella. I'll get you back before anyone even knows you're gone."

Ella looked in wonder as she gazed out of the TARDIS at the earth slowly rotating among the blackness of space. "I never realized that it was so . . . beautiful," she whispered.

Rose and the Doctor traded smiles.

They dropped Ella off at her house. To Rose's surprise, the girl hugged her. Her face in Rose's hair, Ella whispered, "Watch out for him, please? I don't think he's got much else."

" 'Course, I will," Rose said softly.

Ella walked away.

"What was that about?" the Doctor asked.

"Oh . . . nothing," Rose said, smiling. "Nothing at all."

Martha took a deep breath. "Doctor, I'm pretty sure this does not count as 'a relaxing evening at a beach'!"

The Doctor scowled and huffed, "Why're you yelling at me? It's not my fault that we landed in a church that was being overrun by -"

"Doctor?" one of the teens said softly.

"Yes?" the Doctor half-said, half-asked, grinning at the girl. Then his expression changed. "Ella?"

"Oh, gosh," the girl whispered, beginning to cry. "It's really you!"

"Yeah," he said quietly. "It really is."

"But why . . . you look . . . you look so . . . different," Ella whispered, gently touching his jaw.

"Regenerated. New face - well, new everything, but it's still me!"

Ella began to laugh. "Right, of course. Who else would travel around in a blue box?"

"It's a TARDIS!"

She laughed again, but it faded away when she looked at Martha. "Who - what happened to Rose?"

The glint in the Doctor's eyes faded away. "Gone," he said hesitantly. "She . . . she's gone."

Ella tilted her head, something in her eyes that Martha didn't quite get. "Oh . . . I see."

"This is Martha," the Doctor announced a little too quickly.

"Nice to meet you."

"Same," Martha offered, but she still felt the sting of Rose's shadow just hanging around.

The Doctor straightened, his coat flapping around his legs and the mad twinkle back in his eyes. "So, Ella! How would you like to go on another trip?"

Her eyes widened. "Where?" she asked breathlessly, so like Martha had when the Doctor had first offered her.

"Anywhere, anytime, any - weeeell, within reason, of course; after all, we can't just have you running around in your own timeline, yakking about and royally messing up your life and those around y -"

"Can I meet Jesus?"

The Doctor paused.

"I can't?" Ella asked, visibly disappointed.

Martha elbowed the Doctor.

"What? Oh, right! Jesus! Yes, yes, yes - oh, wait, you mean Jesus as in the founder of the whole Christian faith thingie, right? Not some baseball player Jesus?"

Martha and Ella simultaneously rolled their eyes.

"Wha-at?"

They hadn't been able to actually meet Jesus - the crowds had been too thick - but Martha had a feeling that Ella was enthralled even so.

"I saw Jesus," she said in a daze. "I actually saw Jesus."

The Doctor grinned. "Something to tell the folks back at home, eh?"

Ella just looked at him.

Martha had to stifle a snort.

"This is where you live?" Martha asked, looking at the tall apartment building.

"Yup," Ella said. "I remember one time, when I was six, I danged by my legs from the railings on that balcony. My mum freaked out."

Martha and the Doctor looked at where she was pointing.

It was the balcony on the sixth floor.

"Can't imagine why," the Doctor said, his face completely straight.

Ella stuck out her tongue.

The Doctor snickered. "Well, aren't we mature!"

"You're a fine one to talk," Ella said with a haughty sniff.

Martha didn't even try to not laugh.

Ella giggled as the Doctor stomped back into the TARDIS, his face twisted in a mock-grimace. "I see how much you lot appreciate me!" he called back over his shoulder. "It's not very big - very minimal, to be honest!" The door slammed shut, but they could still hear him ranting in a put-upon rage.

Ella looked at Martha. Martha looked at Ella.

They both burst into a fit of laughter.

"That little - he's such a - I can't believe how -" Martha couldn't finish; she was laughing too hard.

Ella sobered. "Hey . . . look out for him. He puts up a good front, but he's always got this . . . I don't know. This look in his eyes that's almost haunted, I guess."

Martha nodded. "He's seen a lot," she said softly.

Ella smiled and then she walked away.

"First," the dark-haired woman snapped, "you decide to regenerate and change your face again."

"I was about to die!" the Doctor protested.

"Then, you wear that. I mean, really! You look like a complete dork!"

"Hey, bow ties are cool," the Doctor argued, tweaking the object of the conversation.

"And now you just barge into my life!"

"But - but - but -," the Doctor spluttered. "I saved your li -"

The woman hugged him tightly. "I missed you," she murmured.

The Doctor blinked, then grinned and hugged her back.

"Ella, Ella, Ella!" he exclaimed. "It is so nice to see you again!"

He kissed her straight on the lips.

Amy watched in amusement as the woman - Ella - shoved him away and slapped him.

"Ow! You didn't have to slap so hard!"

"It's your own fault for kissing me!" she shrieked.

Rory leaned over and whispered, "Does this . . . happen often?"

"Yup. Pretty much."

The Doctor said grumpily, "Fine, no kissing or flirting." He paused, then queried, "Hey, wanna go on a trip?"

"You're not getting off that easily," Ella warned.

"A trip to a completely different planet?"

"Is it a nice planet?"

"Of course it is! Would I take you to a not-nice one?"

"I don't know," Amy drawled. "You do that to us."

"They're accidents! Kind of. Sort of. I mean -"

"I'd stop while you're ahead," Ella advised with a smirk.

The Doctor treated them to a wide-eyed expression of faux innocence.

"The look of innocence does not become you," Ella said dryly.

The Doctor grinned at her.

Amy tried not to laugh at Rory's expression.

They went to a planet that Amy wasn't even going to try to pronounce.

Ella had for the most part been delighted. But Amy had overheard her talking to the Doctor, asking something about a Martha. A flash of sadness had overcome her features at his answer, sadness but understanding.

Other than that, Ella seemed to be positively enchanted by the planet - "New sky! New ground, new air, new everything!" - in an almost childlike manner.

Of course, Amy had been that way at first . . . and she rather still was.

"Here you go," the Doctor said cheerfully. "Amy, Rory -"

"Wait," Ella interrupted. "Can I talk to them first?"

The Doctor shrugged and popped back into the TARDIS.

Ella looked at them hesitantly.

"What?" Amy asked.

"He wants to save everyone."

Rory said wryly, "Yeah, we noticed that."

"Sometimes he can't do it," Ella continued. "A day will come when he will fail, and he will be . . . he . . ." She took a deep breath and said softly, "He will need you to pick him back up again."

Amy didn't like the implications - after all, the Doctor wouldn't just fall apart after not succeeding, right?

"How do you know that he won't be able to pick them up himself?" Amy asked. Because while she liked Ella . . . the woman had barely ever been with the Doctor.

Ella shrugged. "I know his type. Confident and maybe a bit arrogant, but self-loathing when the mask crumbles away."

There was nothing left to say.

Ella smiled. "I would say, 'Until next time'; but I have a feeling that we'll never meet again."

"Um," Rory managed to say.

Amy did not say anything, because what was there to say?

They went back inside the TARDIS, Amy half-expecting the Doctor to ask them what Ella had wanted; but no question came.

He wants to save everyone. Sometimes he can't do it. A day will come when he will fail.

A day will come when he will fail; a day will come when he will fail; a day will come when he will fail ; a day -

Amy pushed the thought out of her head.

It was ridiculous.

Raggedy Man certainly wouldn't just fail, and he certainly wouldn't just fall apart, and he certainly wasn't self-loathing.

It was absolutely ridiculous.

A day will come when he will fail.

Clara had never seen the Doctor look so pale.

Okay, well, there had been the time with Missy . . . but other than that?

"Ella," he said softly.

Was that guilt in his eyes?

The woman smiled. She must have been beautiful once, and in a way she still was.

"So you finally come to visit me. How long has it been for you?" she asked, her voice creaking.

"Oh, you know . . . a few years or so."

A half-smile formed. "You don't age well, then."

The Doctor looked like so incredibly sad and . . . old as he took Ella's hand. "I regenerated."

"What do you think I am, an idiot? You have a Scottish accent." Ella raised an eyebrow. "Thinking of Amy, were you?"

Clara couldn't help but feel as if she were intruding on something private.

"So what happened to them, anyway?"

"They're gone," the Doctor said shortly.

Ella sighed softly. "Of course they are."

"Ella -"

"I got old, Doctor. It happens. I'm human: I age."

The Doctor did not speak.

"You'd best treat this one better, Doctor."

The Doctor nodded, letting go of her hand, and stiffly turned to go back to the TARDIS. He paused. "Was there ever . . . did you ever . . . someone . . . ?"

Clara had never seen the Doctor, this Doctor act so hesitant.

"Well, there was this one man. He took me on a few trips. But we never were compatible for each other." Ella shrugged. "Funny, I was just talking to him . . . and I realized that I never really moved on."

"You should have," the Doctor said somewhat harshly.

"Yes. But what's done is done." Ella's eyes were absent as she lay in her bed. "Goodbye, Doctor."

She exhaled slowly . . .

. . . and didn't inhale.

The Doctor reached over and gently closed her eyes.

Any other time, Clara would have made a dry remark on him actually having a heart; but there was something about this moment that would just make it seem . . . cold.

The Doctor went back into the TARDIS, and Clara followed silently.

A/N: I have no idea why I wrote this. I really don't.

I also totally screwed everyone's personalities. XD Oh, well.

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