A/N: Trigger Warning: Brief thoughts of suicide. I've been writing this for several months, aha. There's still something that doesn't seem quite right, but I can't figure out what it is, so I'm just going to leave it as it is. Enjoy! (Review are appreciated!)

XXX

She stands a ways away from him, near the drinks. She's wearing a long, puffy red dress and her brown hair, which falls to her collar bone, has been curled just a bit. The Doctor can feel her gaze burning into his skin, studying him with curious eyes. His fingers play with the blue cup in his hands- something to distract himself. There's something familiar about her, but he can't quite remember where, or when, he's seen her. Martha keeps nudging him with her elbow and pointing at some of the odd alien couples scattered across the ballroom. She's stunning in the yellow dress she's wearing. It goes all the way to her knees, and on the back there is a triangular bit that reveals her back. Her shiny black hair is straightened and pulled up into a ponytail. She's wearing the diamond earrings he got her on a planet they visited not too long ago- they were an apology for nearly getting them killed again.

He should be paying attention to her, with her looking like that, but his attention always seems to be captured by the woman in the red dress. He lifts his cup to his lips and downs the rest of the alcohol inside of it. He doesn't usually drink alcohol. He's never really had a reason to, since he can't get drunk, and he doesn't particularly like the taste and the burning in his throat, but tonight, he drinks it anyway.

"Look at them!" Martha laughs lightly. Her shoulder nudges his and he looks up, his gaze traveling to where she's pointing. There's a couple not too far away. One of them, the woman, is incredibly tall, and her skin is a bright purple. She wears a black dress and black heels. The man is probably six inches shorter than her, and it makes an awkward couple. He laughs and pours himself another drink. Martha snorts and shakes her head in amusement, popping a piece of fruit into her mouth. The Doctor looks away, his eyes scanning the room until he sees the girl again. She's sitting down in a fancy wooden chair, twiddling her fingers in her lap. She's no longer looking at him, but when he doesn't look away, she looks up as if she can sense it, and their eyes lock. His hearts both skip a beat, and he offers her a shy smile. To his relief, she returns it.

She mouths something to him, something he can't decipher. He cocks his head and frowns, raising an eyebrow. She shakes her head and looks down at her lap again. Pursing his lips, the Doctor turns back to Martha, who is currently looking down at her cup.

"Doctor, why did we come here?" She asks suddenly, flashing him a curious look. For a moment he wonders if she saw the smile he and the girl exchanged and was envious of it (as she often seems to be when he's with other women), but if she is, she does a good job of hiding it.

The Doctor shrugs. "I don't know. The TARDIS brought us. Must've been some reason we're here, though nothing's happening. Bit boring, innit?"

Martha nods in agreement. "Although," she nods across the room, towards a man who is standing alone in the corner of the room, leaning against the wall. His hair is a dusty brown, with a wind-swept look to it. He's dressed up in a black suit with a blue tie, which he plays with as his gaze sweeps the room. "He's a bit of a looker, isn't he?"

The Doctor shrugs, examining the man. He doesn't seem the type that Martha, of all people, would be interested in.

"I'll be back," she tells him, and then she's off, crossing towards the male. The Doctor huffs and looks away from her retreating figure, chewing on the skin of his lower lip as he's left alone.

"She seems nice then."

The Doctor jumps and his body tenses, whirling around to find the source of the feminine voice. He holds his breath for a moment, and then relaxes, flashing a smile at the red-dressed girl. She grins, rocking back on her heels for a moment. His gaze travels down to her feet. She's wearing red converse. Looking back up again, he nods.

"You look familiar- have we met?" He asks finally, after a moment of silence. A look of uncertainty crosses her gaze, and she quickly shakes her head.

"No. I don't think so."

"Oh."

"Yeah."

"Yeah."

"Okay?"

"Okay."

"Shut up," she giggles, and he laughs with her. She holds out a small hand and he takes it, giving it a short shake.

"Oswin," she tells him, her free hand tucking a piece of hair behind her ear. He meets her gaze and can't help but smile at the chocolate brown orbs.

"The Doctor."

"Doctor what?"

"Who," he finds himself correcting her. Oswin smirks, twisting a piece of her hair between her fingers. He can't quite decide whether she's meaning it as a flirtatious gesture or a nervous one. He chuckles softly, twisting his foot a bit and looking down at his feet. He looks up through his eyelashes towards Martha and the man. He's chatting away with her with an annoyingly seductive expression on his face. He scowls and looks away from the two. There is something about the man that the Doctor doesn't like.

"Oswin what?" He finally asks, mostly just trying to distract himself from Martha and the man.

"Smith," she says, a little too quickly.

The Doctor laughs. "Don't lie."

"Well, 'the Doctor' isn't your real name, why can't I lie about mine?"

"Touché."

Oswin smirks, tapping her foot to the beat of the song currently playing. It's an oldie. He believes it's from the 1960's, but it's soft and a rather beautiful tune- one of his favorites. "Is your name really Oswin then?"

"No," she admits, and then laughs at the sour look he gives her. He shakes his head softly, taking a sip of his drink and looking into the cup. "Is she your girlfriend?"

The Doctor jerks his head back up, surprised by the question. "What?"

Oswin nods to Martha across the room, who is currently flirting with the man. The Doctor clears his throat, staring at the woman in front of him. "No. Just friends… she fancies me, but…" he shrugs. Oswin nods, pursing her lips as she stares across the room. The Doctor downs his cup again, shaking his head with a sigh.

"Don't drink too much of that," Oswin warns him. The Doctor snorts.

"I don't get drunk."

"Superior biology?" She guesses. The Doctor chokes on his drink, eventually managing to swallow it instead of spitting it back up. He stares at Oswin in surprise, his hearts hammering in his chest. Who was this girl?

"How did you…"

She only grins and waves it off. "Doesn't matter." It descends into silence again, leaving the Doctor feeling awkward. Oswin looks down at her hands and rubs at her nails, trying to pick off a red layer of nail polish. The Doctor casts another look at Martha, and his heart skips a beat, his chest starting to ache. Martha and the man are dancing. He dips Martha towards the ground, and, for the second time since Torchwood, his mind flashes back to when he caught Rose on New Earth. He sniffs, swallowing and looking away from the two, his brow furrowing.

Before he can even think twice, he starts to storm off, towards the door, leaving a confused Oswin behind him. She calls his name and he can hear her following him, but he ignores it. It barely registers that people, including Martha, are flashing him odd looks and muttering things under his breath. At the moment, he doesn't really care. All he can think about is... well, nothing. He doesn't know why he's angry, but he is. He finds that it's not that he misses Rose, and he's not angry at Martha for abandoning him for that man. He stumbles forward, surprised by how unstable he seems to be. He trips and his arms shoot out and hit the wall as he tries to keep himself upright. There's a sniff of surprise from behind him. He knows it's Oswin, but he doesn't stop to talk to her. Instead, he exits through a doorway. Inside is a staircase, which he starts up, wanting - almost needing - to be alone.

When he finally reaches the top of the stairs, he opens a door. It leads to the roof of the building. The sky is pitch black, but it's dotted with millions of tiny stars and planets. To the right, he can see a nebula, in all it's glory. It's gorgeous, like it always is. There are two small lamps attached to the wall on either side of the doorway, giving the roof a bit of light. He stuffs his hands into his pockets and starts forward, directing his gaze to the ground. He can't hear Oswin coming after him, so she must have stopped chasing him. He goes to the edge and for a moment, he just stands. He looks down to the ground, which is so many miles away. His hearts pick up speed in his chest. Horrifyingly enough, it occurs to him that he could jump. He could put all his frustrations, all of his worries to an end. But the tiny part of his brain is screaming the truth at him; that wouldn't really fix anything, would it? Sighing, he sits down at the edge so his legs are dangling over the edge.

"You alright?"

The Doctor starts, snapping his head around. Oswin stands behind him, her head cocked and worry glowing in her eyes. He stares at her, his eyes narrowed. "You always seem to be able to creep up on me, don't you?"

"Yes," she answers simply, with a small smile. The Doctor shakes his head and turns back to stare up the sky.

"You're impossible," he says, pursing his lips. He tenses up a bit when Oswin settles down next to him, looking up at the sky herself. She has a smile on her face, clearly amused by what he's just told her.

"Yeah, I've been told that before."

The Doctor glances at her, then lowers his gaze to his lap and twiddles his thumb, chewing on the inside of his lip. He expects her to question why he had stormed off, but to his surprise, she doesn't. Instead, Oswin swings her legs back and forth over the ledge, her head titled as if it's something she doesn't see very often. She's odd, he thinks, but there's something about her that he likes. He doesn't know what, but just glancing at her makes him smile; it's something about the childish look on her face, a look of wonder, but at the same time, she looks so grown up, like she knows a little too much. She almost reminds him of himself.

Her head turns when she realizes he's staring. He doesn't look away, much to his own surprise. "What?" She asks. "What is it?"

The Doctor shrugs, smirking. She stops swinging her legs and reaches up to touch her cheek. "Have I got something on my face?"

He laughs, shaking his head. Oswin rolls her eyes and starts inspecting her nails again. He's grateful for the silence. He's grateful that it was Oswin who followed him and not Martha. He can imagine that Martha would have been all over him, asking what was wrong. She wouldn't have stopped bothering him until she had gotten what she was looking for - either that, or she would have gotten upset and walked off. But Oswin just sat there and let him calm down; something he really did need at the moment.

He suspects that when he's relaxed enough she would question what was wrong, but he doesn't really mind. Sighing, he lays back, folding his arms behind his head to examine the sky. Oswin looks at him for a few seconds before doing the same. The area around them is completely silent, expect for their breathing and a faint humming. He takes a deep breath, trying to calm himself down. He has a feeling that if he doesn't do so, he may lash out at Oswin. After a few minutes, Oswin breaks the silence.

"It's beautiful," she breathes. The Doctor smiles and nods in agreement.

"It is, isn't it?"

"Yeah..."

"I travel them, ya' know. The stars, I mean."

"Yeah, I know."

The Doctor frowns at her. She stares back sheepishly. "Who are you, Oswin?" He asks, propping himself up on one elbow. Oswin copies his movement, biting down on her lip.

"You know who I am-" she frowns, thinking over what she's just said-"sort of, anyway."

"No," he shakes his head, "but I mean, to me? Who are you to me?"

"What makes you think I'd tell you that?" She asks, smiling lightly.

"I don't know," he snorts, laying back down again. Oswin remains in her position, staring at him with a smile lighting up her face. She's beautiful, he can't deny that. Everything about her; her eyes, her hair, her odd nose, is perfect, impossibly so. Everything she says leaves him with more questions - and he loves that.

"So," she scoots a little closer to him, sitting up straight. "You want to talk about it?"

"Not really," he says instantly, his gaze lowering to the ground (or the roof- whatever).

"You sure? It helps, ya' know."

She's not pushing him to explain, he realizes. It's completely his choice, and that fact makes him want to leak everything to the woman in front of him. She's someone he's only just met, and it seems weird to him that they could both act so freely around each other, but something about her makes talking easy. She doesn't interrupt him, doesn't tell him he's talking too fast. She just sits and she listens. The Doctor sighs and pushes himself up, leaning forward. He rests his elbows on his criss-crossed legs and cups his face with his hands. Oswin smiles reassuringly.

"Oswin, do you ever feel like it's just you against the world? Or in the universe, in our cases."

"Yeah. Quite often, actually, you'd be surprised."

The Doctor meets her eyes and he can't help but smile softly. She smiles back, nodding for him to continue. He frowns, biting down on his lip. "I... I don't really know what happened." He pauses for a moment, thinking it over. "It's just me. There's no one else. My whole race died, and it's my fault," he says, staring at Oswin. He expects her to protest, to tell him that no, it wasn't his fault. She doesn't. Instead, much to his surprise, she leans forward, pressing her warm lips to his. His mind scatters, his hearts stopping. He freezes, unable to think of anything else to do, his hands dropping to his lap. Oswin's hands find his and she entwines their fingers, leaning in. The Doctor finds himself kissing her back, one of his hands dropping hers to cup her face. Suddenly, she leans away, and the Doctor's hand falls down again.

He stares at her with wide, confused eyes. She reaches forward, brushing his hair out of his face. "You're not alone, Doctor," she says, her eyes drifting to their joined hand. She rubs her thumb over his knuckles, then looks back up. "You've got Martha and you've got me and there are so many more, so many people that you've helped. You, of all people, are never really alone. Okay?"

The Doctor stares at her, dumbfounded, his mouth opening and closing as he searches for a response. "Okay?" She repeats, raising an eyebrow and grinning at him. He laughs softly and nods.

"Okay."

"Okay. Good."

"Molto bene."

"Come on," she says finally, standing up. He stands up with her, their fingers still entwined.

XXX

"You knew I was going to be here, didn't you?" The Doctor asks once they reach the bottom of the stairs. A look of guilt crosses Oswin's face and she nods. Their hands fall apart as Martha comes over, her arms crossed.

"What happened to you?" She gasps. "I was looking everywhere, you just stormed out! Are you okay? Why did you leave? Doctor?"

The Doctor shakes his head. "I'll explain later," he promises (although, he probably won't). "I'll join you in the TARDIS, okay? Go on," he motions to the direction that they left the TARDIS. "She should still be there."

Martha rolls her eyes (a gesture he'd learned to be affection) as she turns around and starts towards the direction he'd pointed to. The Doctor and Oswin watch her go. He turns back to Oswin. "How did you know that I would be here?" He asks. Oswin crosses her arms, raising an eyebrow at him as she rocks back on her heels.

"It's a bit of a long story. A really long story. And I honestly don't have time to explain it."

He stares at her, searching her eyes for an answer, but everything seems to be locked away. He narrows his eyes and sighs. Oswin giggles, then leans forward, pressing a soft kiss to his cheek. "You'll learn the story one day, I promise. Just not now. Until then," she steps back and straightens his tie with a grin, "don't do anything stupid, okay?"

"I can't promise that," he smirks. Oswin shakes her head, taking several more steps back, towards a door at the other end of the room.

"Catch ya' later, okay?"

"Okay," he grins, and she extends her hand, probably looking for a shake. Instead, he steps forward and takes her hand and raises it to his lips, closing his eyes as he presses his lips to the back of her hand. She smiles at him and when he finally lets her hand go, she suddenly takes off, darting in the other direction with a sweep of her dress.

XXX

Clara poked her head into the TARDIS doors, the red dress swishing around her feet. "Doctor?" She hopped inside, stepping up the stairs towards the center console. The Doctor sat with a book in front of his face, circular glasses perched on the bridge of his nose, as usual. He glanced up when she entered, a large smile spreading across his lips. He jumped to his feet, taking the glasses off and setting them gently on the console. His green eyes are tinted with blue from the time rotor.

"Clara!" He chirped happily, opening his arms for a hug. Grinning, Clara lept forward, wrapping her arms around the aliens waist. He giggled, swinging her around a bit. Suddenly, he dropped her, turning around towards the console and pulling down a lever. The TARDIS made it's usual whirring sound as it dematerialized and he suspended them somewhere in space. He turned back towards her, grinning.

"So, what'd you think?"

"Of what?"

"Me, of course! Tall, skinny bloke, bit odd with the nose, messy hair, sand shoes?"

"You were wonderful," Clara laughed, kicking her shoes off and to the side. "You still haven't explained, though."

"Explained what?"

"Why did I have to visit him then, in that specific time?"

The Doctor scrunched up his nose, turning back to the console. "Oh, you know. Bit of a rough time for me, with Rose recently gone and all. Seeing a pretty, clever, brunette woman... how could I resist?"

Clara frowned. "You think I'm pretty?"

"No, like I said, short, bossy, chipmunk nose, tight skirts-"

"Tight skirts?"

"- But to him? Of course! You're the Impossible Girl, Clara, and I never quite could resist a mystery."

Clara grinned, stepping forward to press a kiss to his cheek. "You're right." She turned, heading towards the corridor. "Night, Doctor!" She called over her shoulder, jumping down the last step. "See you tomorrow! I'll make sure to wear a tight skirt, just for you."

"Yes, goodnight, Clara! Tight..." he frowned, rubbing the back of his head as Clara disappeared around the corner. "Right... okay..."