Note: Thank you all for reading and hope you enjoy! As always, this is co-written by my lovely and wonderful friend ( .com)

Disclaimer: Although it would be my dream come true, I do not in fact own Doctor Who or any of its characters.

Chapter One: The Friendliness of Water

The Doctor walked along the pier, looking out at the waves and the setting sun. He was still a bit dirty and ragged looking, but what could you expect? He had just finished saving the world…again. He always needed this bit of reflective time to himself after something like this had happened. It helped him stay sane... he could convince himself for a while that he wasn't as much of a monster as he felt. Yes he had won... but at what price? To all the passersby, the dirty man in the suit probably looked mad, and maybe he was.

"Hey," called a soft voice behind him, "You alright mate?" A woman with short brown hair and a cropped dark leather jacket and jeans stood a few feet behind him, looking at him curiously.

"Huh? Me?" he asked, her voice pulling him from his own self-loathing thoughts. "Yeah, I'm fine... just uhhh, been a bit of a rough day... decided to clear my head." He looked at her for a moment, assessing her. Not many humans usually just stopped a stranger on the street to see if they were ok.

"Yeah, looks like it," she smirked as she eyed him a bit and cocked her head to the side, "Sure you're okay? You're lookin at that water awfully friendly...don't want you gettin any ideas..."

'Not that it would do me much good,' he thought to himself. "Yeah, I'm fine, but you're probably right...I should get out of here..." he replied as he turned away from the water. "Thank you for your concern by the way," he smiled, "You don't find that very often now days..."

"Yeah, no worries," she smiled, "I'd like to think someone would do the same for me one day. See ya." The woman walked away, fiddling with her phone. The Doctor smiled a bit to himself and walked back in the TARDIS.

He smiled slightly as he closed the doors behind him. It was little moments like that; that kept him pushing forward, fighting for the human race...because of people like her.

oOo

A few years later, the Doctor was walking casually back to the TARDIS; it was about in the same place it'd been the last time he'd been there. As he walked with his hands in his pockets, humming slightly to himself, he glanced over to see a woman by the water, leaning dangerously far over the railings.

"Excuse me, miss," he said, making his presence known so as not to frighten her by sneaking up. "You alright?"

"Bit of a rough day I suppose...," she said quietly, not turning around, "Bit of a rough few months actually..."

"I know the feeling," the Doctor replied. Her voice sounded familiar, but he couldn't place it. "Maybe you'd like to talk about it instead of making me nervous by how friendly you're looking at those waves," he said, using the woman's terminology from a few years ago. He had never forgotten her.

She laughed a bit, "Funny...told the same thing to a bloke once...happened right here actually..."

The Doctor looked closer at her for a moment; could it be? It was! Her hair was a bit longer, and her frame a bit leaner, but it was the same woman. "I know," he said softly. "You said you would want someone to return the favor, so here I am." He smiled to himself, inwardly thanking the TARDIS for bringing him here tonight; he had wondered why she had.

The woman turned her head around and looked at the Doctor. "It's you? But...how could you be here right now? No one's timing is that good..."

"There are always little miracles in life," he smiled as he reached out his hand. "Now please, come with me and step back. Whatever the problem is, we'll figure it out together. I promise."

She didn't know why, but she trusted him and took his hand, allowing him to help her safely away from the railing. "Right...well...yeah..." the woman muttered, unsure what to say. A few moments ago, she'd been standing looking at the water, practically ready to jump and now she was standing here with this man.

The Doctor, kindly, yet completely in control, led her over to a bench and sat with her for a moment. Letting her clear her mind a minute before he spoke. "What's going on? I'm not here to judge, or ridicule. I'll just listen. I know what it's like to feel like everything is so bad that death is the answer... but I promise it isn't."

Suddenly, the woman burst into tears and sobbed heavily. "Everything! Everything gone to shit! I got fired... my boyfriend cheated on me and left me for the other woman... my Dad died...I'm gonna lose my flat soon... I-I needed a way out and now I'm sobbing on a bench to a total stranger who probably thinks I'm a loony!"

"No... not at all..." the Doctor said softly as he laid a hand on her shoulder. He really just wanted to hug her and console her, but he thought better of it as she'd think he was the loony. He thought for a moment about her situation, and then his. He had been alone for quite some time now since he'd taken Donna home... maybe this was the answer for both of them... "What would you say if I told you I knew a way out."

She wiped at her face for a moment and looked up at him. "I'd say please... please show me this way out because there's gotta be bloody more than this life!" she exclaimed.

A huge smile spread over his face, "Oh there is! There really is... I'm sorry... What's your name?"

"Lilly...Lilly Marie Scott..." she mumbled with a sniff, "Don't think I caught yours come to think of it..."

"I'm the Doctor," he smiled as he grabbed her hand. "Come with me Lilly Marie Scott! I'll show you things you never dreamed were possible...I'll give you your escape," he said as he got up and pulled her along with him and headed quickly for the TARDIS.

"The Doctor? What kind of name is that? That's not a proper name... not really... but then again, what's a proper name... Well then Doctor... I don't know why, but I trust you. I've got nothing... get me outta here. Show me this so called escape," she said as she wiped the last few tears from her eyes and tried to catch up to him.

The Doctor hurriedly pulled her along with him until they reached the TARDIS and he took out his key to unlock it. He felt a tad giddy as this was always his favorite part.

"A blue police telephone box is my escape? Now I really am thinking you're the one that's loony... haven't seen one of these since I was a little girl... and then it disappeared..." Lilly sighed, shaking her head. She knew this whole thing had been too good to be true.

"Well then it must have been the same one, because this is the only one that disappears," he grinned as he snapped his fingers and the door opened before her eyes. "Please just trust me for a moment more... I promise you won't be disappointed."

She stood there slightly wide-eyed and followed him inside. "It's just a box though... what's so special about a box..." she muttered to herself before walking in after him. She froze immediately in her tracks as she looked around and carefully walked backwards and out of the TARDIS. She stood there, blinking hard as she tried to wrap her mind around what she'd just seen.

"You don't have to leave... she doesn't bite..." he laughed. "She's my TARDIS...Time And Relative Dimension In Space... I would take the time to tell you what that meant except you probably wouldn't understand, so I'll just explain by saying she's my ship."

"It's...it's...but...but how?" she stuttered, "It's bloody bigger on the inside! What the hell!? Who are you!?"

"I told you, I'm the Doctor, and it's bigger on the inside due to alien technology," he grinned. "To be more exact it's Time Lord technology...that's what I am... a Time Lord I mean. I can take you anywhere that ever has been or ever will be, on this planet or any other. All you have to do is decide to come with me."

"I knew aliens existed! Nobody ever believed me! How could there not be more out there with all the stuff that's been going on around here over the past few years!" she exclaimed, jumping up and down slightly in excitement.

"Ahh its nice to finally find a believer that doesn't try to convince themselves that I'm not real," he chuckled as he watched her walk back into the TARDIS and take another look around.

"Oh this is brilliant! Absolutely fantastic!" Lilly grinned as she spun to face the Doctor who came striding in with his hands in his pockets. "You're fantastic! You saved me! You're an alien from another planet and you saved me! I could bloody kiss you- actually come to think of it!" she exclaimed before quickly walking over and pulling the Doctor into a lip lock.

The Doctor looked down widely at her as she kissed him and continued to for a moment after she'd stopped. "Umm well... alright then, moving on shall we?" he asked as he ran a hand nervously through his already naturally messy hair.

"Sorry... just figured hey, live for the moment right now ya know? And at that particular moment I wanted to kiss and thank the ali- er man that saved me," Lilly shrugged, completely unfazed. She was very different than any of the Doctor's recent companions.

"It's fine, just a bit unexpected," he laughed as he made his way over to the console. "So Lilly, out of every imaginable place that has or will ever exist...where would you like to start your journey?"

"Talk about your loaded questions!" she laughed as she bit at her nail, "Oh gosh...I don't know...the future- no the past- wait no the future- wait, no the present but somewhere else in space. Oh I don't know! Surprise me!"

The Doctor couldn't help but laugh at her indecisiveness. "How about we let the TARDIS surprise both of us? That's how I found you, she brought me here. I suppose she knew you needed me to repay the favor."

"You act as though it's alive," Lilly chuckled, crossing her arms before looking at the Doctor, "Wait...it's not alive is it?"

"Oh course it is! Grown from the soils of Gallifrey... that's where I'm from by the way." he replied. "She's very much alive, very smart too."

Lilly looked at the console and then around her at some of the coral struts before patting the controls lightly. "Uh..hi there...good TARDIS," she said sheepishly, "Thanks for bringing him to me I suppose... who knows where I'd be right now otherwise..."

"She isn't a dog," he laughed, "You don't have to tell her she's good, she already knows that; though the thanks was greatly appreciated." The TARDIS hummed lightly, "I think she likes you." The Doctor hurried around the console and started pushing what seemed like random buttons with no real order.

"All she did was hum... is that alien speak? Is that what you sound like, but you're being translated to me cause I'm a human or something? Sorta like how you look human... are you projected to fit whoever you run into?" she rambled as she gestured to him.

"You know... I like you, you're creative," he chuckled. "No, not quite. I look this devilishly handsome to everyone... I just sound different with everyone because the TARDIS translates languages for me. She will for you too. I understand her though because I've seen inside the heart of the TARDIS. It's how she bonded with me... it's hard to explain."

"Sounds all...spacey...cool. This is brilliant you know? Did I mention that already? Sorry... I ramble sometimes... Dad always said I had a gob on me... also I can be a bit eccentric... hope you don't mind!" she laughed as she looked at all the controls and then down a corridor, "How far does she go? The TARDIS I mean... you said she's bigger on the inside, but just how big exactly?"

The Doctor blinked hard, loving how fast she could switch gears. It was almost like looking at a female version of himself; finally someone that could keep up with his antics! "Actually, she never ends. She's always adding on rooms... she goes on forever as far as I can tell. She'll always lead you back here though, never let's anyone get lost."

"Well that's good... I have a tendency to do that... get lost that is," Lilly sighed before crinkling her brow, "Did I hear you call yourself devilishly handsome? Cheeky one ain't ya?"

She even backtracked like he did! Oh this was perfect! "Lilly... stay right there, because before we're off I'm gonna hug you," he said as he walked toward her, "You are magnificent you are!"

"Oh hugging, I like this!" she laughed, "And thank you! I've always thought so." She shot him a wink and a grin before he let go of her. "Alrighty medical man- hmmm gonna need to work on that one a bit... doesn't really roll off the tongue... anyway, come on!"

The Doctor grinned and pushed a few more buttons before the TARDIS jolted beneath their feet. "Careful!" he laughed. "You might wanna hold on to something!"

"Oh alright then!" she smirked before wrapping her arms around the Doctor cheekily, "Well you said to hold onto something!"

The Doctor smiled down at her. 'Well she's an interesting one,' he thought to himself as he helped steady her.

"So... where are we going Doctor?" Lilly asked, "Oh wait... you put it on random... never mind my rambling..."

"Stop telling me not to mind you... I rather like a good ramble every now and then. I do it quite often really... it'll be good for someone else to do it for a change," he chuckled as they started to materialize.

"Right...sorry...gotta get used to that then," she smiled, "I'm just used to people telling me to calm down and stop talking"

"Yeah... I get that a lot too," he said as he let go of her and took her hand, heading toward the door. "But what do they know? You just do what comes natural to you. Trust me, you are brilliant."

"Oh gosh... I'm not brilliant... just a waitress from London- correction... a fired waitress from London... I'm not anything special...," Lilly sighed as she followed after him, bouncing slightly.

"Oh but see that's where you're so wrong," he smiled as he opened the doors and practically pulled her out of the TARDIS. "You are special... you are the first ever fired waitress from London to travel the universe with the last Time Lord in existence and land with him on Xenion 3!"

"Wait? You're the last? As in the only one? Oh that's sad... and oh my, this place is gorgeous!" she smiled, squeezing his hand.

The Doctor inwardly wondered if this was what it was like to be in other people's shoes when they were talking to him. "Yes, yeah it is a beautiful planet, and don't worry... all that is very far in the past now. I'm used to being the only one."

"Well I'm alone and you're alone... wanna be alone together?" Lilly asked, looking up at him, "Sorry... that was sorta random and bold..."

"Oh it's fine," he replied, running a hand through his hair. "That's sorta the point of taking you with me I'd say."

"Oh... so you weren't just kidnapping a random woman off the streets of London," Lilly smirked.

"What, me kidnap? Never," he laughed. He liked Lilly... she was different.

"Oh really? So you didn't just whisk me away out of the blew?" she laughed with him, "Sounds like kidnapping to me... or did you want a gorgeous 26 year old, Irish woman to travel with you?"

"Something like that," the Doctor grinned as he took a good look around. They seemed to be in a very lavish purple-grassed countryside. "I've had quite a few companions over the years."

"Oh really? Like to be adored and doted on?" she grinned and nudged his arm, "Come on... this place is brilliant! I'm standing in a purple field! A purple field on an alien planet!"

A bit of a shadow seemed to move across the Doctor's face as he thought about her words, but he quickly shook it off and smiled. "It is lovely... shall we explore a bit?"

Lilly saw the look on his face, and cocked her head to the side. She, unlike most people, wasn't one to shake off things like that; she always caught the little quirks and idiosyncrasies. "Yeah...lets go," she smiled up at him, giving him a somewhat curious look.

Together, hand in hand, they walked across the field, the Doctor stopping once to pluck a blue wildflower and hand it to Lilly. "You're first off world flower my lady."

"Oh... why thank you my lord," she grinned as sniffed it, "Very lovely." Lilly looked up at him and squinted her eyes. "So... Doctor... you okay?" she asked.

"Certainly," he replied looking at her a bit surprised. "Why would you ask?"

"Cause right before we started walking something flashed across your face... I'm good with that sort of stuff- reading people that is," she said with a shrug, "I caught what you probably didn't mean for me to see... so I ask ya again... you alright?"

"Yes, thank you," he said, "Just thinking." He would have to guard his emotions a bit better if he wanted to hide anything from this one... she was a clever, clever girl.

"May I ask about what?" she asked, smiling up at him. Lilly liked this man; this Doctor. He'd saved her life.

He sighed as he looked up at the horizon, the wind blowing his hair back slightly. Normally he would have made a diversion, or simply lied, but for some reason he felt Lilly should know the truth. "You're right Lilly... I do like to be adored... and I want to give you the choice, right now whether or not you'll stay... because it isn't always like this; so peaceful and beautiful. There is just as much bad in this universe, if not more, than there is good, and I see my fair share of the bad."

She gave him a little half smile and gave his hand a squeeze. "Well there's always bad that comes with the good... isn't really living otherwise... trust me, I'm Irish..." she smirked at her play on words, poking him in the side a bit, "Plus, I don't have anybody..."

The Doctor smiled widely down at his new companion. "Well you do now. You have someone right here as long as you want to stay, and as long as you don't get tired of the running... trust me... running is a big part of my life... I don't really ever stop."

"Well it's a good thing I'm a jogger then," she smirked, quirking her eyebrow at him before letting go of his hand and skipping ahead. Lilly had always been a bit of a free spirit.

"Don't run off too far!" he called as he grinned at her gallivanting about. "Trouble has a knack for finding me at the worst times... just be aware."

"Yeah, yeah, whatever you say," she laughed with a wave of her hand. She flopped down on the grass and closed her eyes, making a "grass angel" on the ground.

The Doctor admired her carefree nature, but he knew that soon, traveling with him would break her, just as it had all the others. She would start looking over her shoulder at every turn, just as he often did. He was beginning to wonder about her emotions though... she had been so sad not even an hour ago... ready to take her own life even. However, now she was sitting there practically beaming as if nothing had happened at all.

"Have I mentioned how brilliant this all is?" she laughed, knowing she had, "C'mere! This cloud looks like a camel!" Lilly pointed up at the sky above her. What the Doctor didn't know was that throughout Lilly's life, she'd gone through a series of traumatic events- or so she thought. When she was five, her family was in a car accident that took the lives of her mother and brother; leaving only she and her Dad. They'd moved to London to get away from the memories of the past; she'd never really liked it, but she'd stayed there for her father. After her Dad had died a few months back, her whole world was gone, she had nothing left. It was getting harder and harder to remember anything about her life other than small facts; no emotions…no nothing. She acted the way she did because dealing with reality and the sadness of her life was too much for her to bare.

The Doctor walked over and plopped down in the grass beside her and looked up at the sky. "I suppose it does doesn't it," he laughed. "Oh look! That one looks like a kitten!" Truthfully the Doctor was just happy to have someone to spend his time with. He had been terribly lonely as of late. He leaned back, resting his head on his hands. It was nice to just lose himself for a while, and not think too much about the past or the future and just look at the beauty of here and now; it was certainly something he didn't get to do enough.