The Doctor paced absently around the console, fiddling with things that didn't really need fiddling with, until the TARDIS emitted a series of sparks and irritable blurbles. Taking the hint, the Doctor wandered up to peruse the contents of a bookcase, but nothing really appealed to him.

"I guess it's just you and me again, Old Girl."

The TARDIS chimed soothingly in response.

For such a long while, he'd had the luxury of knowing that he had a friend waiting, whenever the echoes of his own memories got to be too much. Now, though, he was on his own. Again. Clara was safe, on Earth, with the soldier boy. He was glad he'd been able to give her that, but he'd miss her dreadfully, bossy streak and all.

Eager for any sort of distraction, the Doctor began sifting through the contents of his pockets. Bits of flotsam, jetsam, and downright trash - a shiny tin wind up robot - and…a broken pair of spectacles? A small, sad smile flitted across his face, then suddenly bloomed into a manic grin as the Doctor bounded down the steps to the console.

"Stop that!" the Doctor admonished sharply, as the TARDIS tried to block the inquiries he was attempting to run through the data base. "Look, Alistair saved his daughter, I got PE back for Clara, and now, I would like to save one person - just one - out of all those who have been taken from me."

The TARDIS jangled discordantly, the lights flickering on and off.

"Look, you'll like her, I promise. She's clever, well brilliant, actually, for a human…but the point is, I can save her. Out of all those lives the Master has destroyed, I can save this one."

The TARDIS emitted a range of sounds that managed to run the gamut from consoling to scolding.

"Well, it's not as though there's anyone to stop me, now is there? Missy lied about that, too. All the lies, all the damage, all the death - well, this, I can fix. And I'm going to."

"Took me a while to find this place," the Doctor muttered grumpily. "Didn't realize you'd renamed it."

"Yes, well, 'Terminus' had such dreadful connotations," the medical station's director replied. "Sounded more like a place to go and die, rather than be cured, so one of our past directors decided that a change was in order. She thought 'Genesis' much more appropriate to a place of healing and birth. Quite a remarkable woman. Her name was -"

"Nyssa of Traken."

"Yes, that's right," the director agreed, surprised at this bit of knowledge. "Anyway, here we are. Professor Xonox is the head of Cloning Sciences. If anyone at all can help you, it's her." He politely ushered the Doctor into the laboratory. "Best of luck to you...and your friend."

"Thank you," the Doctor muttered, his eyes evaluating the gleaming banks of sophisticated medical equipment.

A purple-skinned humanoid rose to greet him. "I was informed of your arrival, Doctor…?"

"Just the Doctor."

"Of course," she replied, with a polite inclination of her head. "And how may I be of assistance?"

"I understand this is the most sophisticated cloning program currently in existence."

"That is correct."

"I'm told that you can clone living organisms from biological samples previously thought too small to be viable."

"Also correct."

The Doctor's face twitched into a tight half-smile. He retrieved the sterile case containing the broken spectacles from his pocket. "Well then, let's see what you can do with this."

The Doctor was on the other side of the station, recalibrating the sensors in the neonatal monitoring systems when the messenger found him. Grinning like a loon, he finished his repairs with a flourish of the sonic, then bounded off down the corridor.

Professor Xonox smiled at him as he entered her lab. "Doctor, you received my message."

"And you were successful?" he demanded.

"I believe so. It was quite a challenge to recreate such a complex organism from trace DNA. We were able to correct some minor defects in the original - the visual interface, and the weakness of the oxygen diffusion organs."

"Fine, no more spectacles or inhaler. But she's all right?"

"Yes." The professor touched a button on her desktop, and a door slid open.

A nurse entered, leading a small girl who appeared to be about ten Earth years old. The child was dressed a pale blue, sleeveless frock. She had long, dark hair, and her round face wore a serious expression.

"Who's this?" the Doctor demanded fiercely.

"It's me, Doctor," the child piped, fidgeting nervously. "Osgood."

"No - but - she was an adult!"

"And she will be again," Professor Xonox replied complacently. "All the higher neurological functions and memories were transferred. The body will catch up…eventually."

The Doctor scrubbed a hand over his face. "How long is eventually?"

"Unconfirmed."

"So…my friend has an adult's memories and intellect, trapped in a child's body, for an indeterminate amount of time?"

"That is correct. I assure you, Doctor, the results are outstanding, considering the -"

"Right. Yes. Fine," he replied irritably, squeezing his eyes shut. A thousand thoughts whirled through his mind as he gazed down at the little girl. The foremost being, what on Earth would he do with a child aboard the TARDIS?

The Doctor opened his eyes to find Osgood's innocent gaze locked with his own. "It's all right, Doctor, really. I'm not dead anymore."

"No. No, you're not, young lady. And I believe I promised you something about all of time and space."

She nodded, and let go of the nurse's hand to reach trustingly for his.

The TARDIS suddenly became amazingly cooperative about landing in safe environments. It had been ages since the Doctor had been chased, shot at, or thrown in jail. If it wasn't for the sheer wonder and joy in Osgood's face every time they landed somewhere new, he'd be out of his head with boredom.

Osgood appeared slightly older now than when they'd left Genesis. She wore her hair in two plaits, the better to be out of her way when she investigated whatever attracted her curiosity, and one of the cat broaches that his Sixth self had been so fond of was pinned to the shoulder of her frock. She pushed her dainty, gold wire framed spectacles up a bit higher on her nose.

"Why d'you wear those things?" the Doctor asked curtly. "Professor Xonox assured me that she'd fixed your eyesight."

"When I was little…before…people only ever told me how smart I was. Now, they just tell me I'm pretty. Can't I be both?"

His keen expression softened just a bit. "You can. You are."

She smiled up at him. "Where are we today?"

"The Rings of Akhaten. Lovely marketplace, lots of different alien species. What do you say?"

"It sounds lovely!" Osgood replied, bouncing excitedly.

The Doctor smiled indulgently as she tugged him towards the door.

"You know, Doc, I never quite pictured you as the grandfather type," a smooth, American voice drawled, as they emerged from the TARDIS, "but I gotta say, you wear it well."

"Jack," the Doctor replied, resignedly.

Osgood's eyes were as big as saucers as the handsome man approached them. "Captain Jack Harkness?" she squeaked.

"The very same," the Doctor assured her.

Jack smiled winningly as he crouched down to eye level with the girl. "And who might you be, sweetheart?"

"Jack," the Doctor said warningly.

"I'm just being friendly," Jack protested. "And she does have me at a disadvantage."

"My name's Osgood," she blurted. "I used to work for UNIT. I've read all your files. Is that a new vortex manipulator? Or is it the one that you bequeathed to UNIT? Because Clara used that one to -"

"Hush," the Doctor admonished.

Osgood fell silent, and her gaze dropped to the toes of her shoes.

"'Used to work for UNIT?' Something you want to explain here, Doc?" Jack demanded, glancing from the centuries-old alien to the little girl.

"Osgood worked for the Chief Scientific Officer of UNIT. She was…"

Osgood squeezed the Doctor's hand reassuringly as his voice trailed off. "I was murdered by the Master."

Jack sucked in a sharp breath.

"The Doctor took my spectacles to the clone experts at the Genesis medical station, and they were able to recreate me from the trace DNA. Well, mostly. I seem to be temporarily ten again. It's a bit weird, actually."

"I'll bet it is," Jack snorted.

The Doctor fished in his pocket and excavated a credit stick, which he pressed into Osgood's hand. "Why don't you run along and get yourself some lunch, while I catch up with Jack? No sweets…you'll rot your teeth."

"No," she said, obstinately. "You forget, I'm not really a child. You don't get to talk to Jack about me behind my back."

"I like her," Jack informed the Doctor with a smirk.

They lingered over tea at a sidewalk café, Osgood enthralled with watching the ebb and flow of alien life that passed by. Jack noticed that she flushed uncomfortably whenever someone cooed at the 'darling grandchild.'

"So, let me get this straight, Doc. The Master - Missy - whatever the hell he - she's calling herself these days, killed Osgood. And then you, for all your self righteous pontifications about not crossing timelines, and fixed points in time, you had her cloned from trace DNA, but it went a bit wrong, so now she's trapped in a child's body."

"Temporarily," the Doctor reminded him.

"Uh huh." Jack turned to Osgood. "What do you think of all this?"

"It's better than being dead, and Professor Xonox assured me that my body will catch up…eventually."

"And did she say what will happen when your body reaches the age you were when you died?" Jack demanded with gentle intensity.

"No. I don't think she knows."

Jack glared across the table at the Doctor.

The Timelord scrubbed his hands over his face, then looked to Osgood. "I'm sorry," he said softly. "I…for so long, I've seen Missy destroy so many lives, and…you were so young, and so full of promise… Anyway, I had the means to save you, or try to, so…"

"So you acted, without thinking the consequences through. You know what that makes you sound like, Doc?"

Osgood smiled crookedly. "A human."

"Oi, watch it with the insults!" the Doctor muttered.

Jack winked at Osgood, and she giggled.

"Seriously, Doc…Osgood may not actually be a child, but she's still very vulnerable right now. What exactly do you plan to do with a child aboard the TARDIS?"

"We've managed to stay out of trouble so far," the Doctor retorted defensively.

"And how long's that gonna last?"

"What exactly do you expect me to do, Jack? I can't bring her home. Officially, she's dead. It was hard enough to explain away Kate's miraculous survival. And if we could come up with an explanation for how she got off that plane in one piece, she looks like a little girl right now."

Jack turned to Osgood. "What do you want?" he asked carefully.

"I want this," she said, waving one small hand to encompass the bustle and clash of alien life that surrounded them. "I want to see what's out here. I think, maybe, it's what I've always wanted."

"Would you like to come with me?" Jack offered.

"What?" the Doctor exclaimed. "Have the brains finally gone and leaked out the back of your head? You're worried that I can't keep her safe, but you think you can?"

Jack raised his hand for silence. "Hear me out. I've got a cargo ship - a legitimate one - making runs from one market to another. I can keep her safe. And I think I understand just a little bit more about human nature than you do."

"Why?" Osgood asked curiously.

"I had a daughter that I didn't get to watch grow up, and a grandson that never will."

"So…I'd be your second chance?" she asked wisely.

"Something like that."

"I think I'd like that."

"And what will happen when she's all grown up again?" the Doctor wanted to know.

"Anything she likes," Jack replied.

"Actually…" Osgood began.

"What is it, sweetheart?" Jack asked.

"I think, when I'm grown up again, I'd like to go back to Genesis, and help them refine their cloning program."

The Doctor smiled with a proud gleam in his eyes. "Of course you would." Acting on one of those impulses he'd so ruthlessly crushed since his regeneration, he stooped and gently kissed her forehead. "Be well, Osgood."

"Will I see you again?" she asked tremulously.

"I expect so…someday, if I'm very, very lucky." He straightened and offered Jack his hand. "Second chances are rare in this universe, Captain. See that you don't squander this one."

"What about you, Doc?"

"Oh, I think I used up all my chances long ago." And he turned and walked back to the TARDIS, not watching as the swarm of alien life obscured the tall man and small girl from view.