Title: Memory.

Disclaimer: Doctor Who property of Russell T davies.

Summary:The Doctor's memories are haunting him and he's having trouble trying to decide whether or not to stay with Rose as she discovers his past.

Author's note: Erm, mainly fluff at the start. Plot later, maybe. Continuation from never forget.

Chapter one.

Rose shivered as the Doctor ran a single finger down her back bone, and felt him smile through the kiss at her shiver. Pulling away for air, she rested her head on his chest for a moment as began to undo his buttons. The Doctor hardly noticed, kissing the top of her head softly. He was hardly away of his buttons being undone until her felt her hands of his skin, pulling his tie off over his head they began to kiss again, her tongue softly entering his mouth.

He could taste her lip balm; cherries. She pulled away and then he saw the uncertainness in her eyes. He looked into her eyes, stepped away slightly. "Is this what you want?" He asked, softly. "I'll stop if you don't…" He turned away, seemingly ashamed, and she lay a hand softly on his neck. He looked at her with adoration and hurt burning in his eyes. "What's wrong?" She asked him, wondering why he wouldn't look at her straight.

He turned away from her, walking to the console, buttoning up his shirt. "It's just…" He said softly, trying to find the right words. "I… I do…I do… y'know.."

He trailed off, but Rose knew what he meant. "I know" She rested and hand on his shoulder and he didn't react to it. "Doctor?" She asked, and he turned away again, moving into the corridor. She followed him down the corridor and he entered what she knew was his bedroom, opening a drawer. He pulled out a photo. It was of a pretty woman with shoulder-length curled black hair and vibrant green eyes. The man next to her looked relatively young, about 25ish, his eyes grey. They both wore a sort of silky material, the man wearing black like a suit and her wearing a pale yellow dress.

The Doctor stared at it, sat on the end of his bed. He closed his eyes, placing the picture on the side next to him and placing his head in his hands. Rose sat next to him, putting her arm around his shoulders and he leant into her, sobbing softly. "What is it?" Rose asked him, concern in her voice, and he took a shaky breath. "That's…" He rubbed his eyes. "That's me, Rose. First regeneration. Before the war" he stroked the picture of the woman with his fingertip. "And who's she?" Rose asked, though inside she knew. The Doctor confirmed it.

"That was…she was… I loved her… Rose, she was my wife" He sobbed, leaning into her. "I feel like I'm betraying her by loving you. I was so young… I was only 31 when.. when…" His voice began to quake and she softly stroked his hair as he lent on her. "You're not betraying her. She would've wanted you to love again, Doctor" She murmured, and he wiped his face clear of tears.

He sat up, turning his face away from her, sniffing. "I'm sorry" He murmured thickly, wiping his nose. "I just… I need you, Rose. But-" he was cut off and she pressed her lips to his, kissing him. Surprised, he didn't pull away this time as she began to undo his buttons. "I need you, too, Doctor" She breathed at him, coming back to breath before kissing him again. He reacted this time, placing a hand on her waist, eyes closing. She put on hand on one side of his head, gripping his hair as she kissed him, pushing him back.

She slid one hand onto his chest, feeling his skin underneath her fingers. She pushed him back again and he slid backwards onto his pale blue sheets, looking up at her. "Are you sure-" he began but she cut him off, kicking her shoes onto the floor and climbing up onto the bed next to him, kissing him again as he adjusted himself, swinging his legs up onto the bed too, allowing himself to enjoy the kiss.

"I love you" She murmured into his ear, finally pulling away from his lips, and then laying her head softly on his chest. He stroked her hair back, smiling at her and then shivered softly, goosepimples on his uncovered chest. He'd kicked his shoes off long before and now pulled the covers up both of them, as Rose adjusted herself under the covers and lay her head just tucked into her armpit, his arm curled around her shoulder. He let himself relax and his head dropped sideways so his chin rested on her head and his eyes flickered shut.

Rose awoke and was aware of the Doctor's warm body next to her, her head on his chest and his arm around her shoulders as he slept, his breathing deep and his eyes shut, mouth open just a little for his breathing. He looked so peaceful and happy. He murmured In his sleep, brow creasing for a moment as he frowned, turning over and moving his arm from her as he turned over onto his other side, murmuring again. She slid sideways silently onto her side of the bed. Then the Doctor shouted out in his sleep.

"Rose!" He called out. Then again. His head jerked violently upwards and one leg kicked out. "Doctor?" She whispered, softly laying a hand on his bare shoulder and feeling it was covered in cold sweat. She slid out of the bed, walking around and looking at his face worriedly. "Rose!" He cried out again, and she took pity. "Doctor!" She exclaimed, but when he didn't react she pressed her lips to his and kissed him. His eyes snapped open as she pulled away. He saw the fear in her eyes, the concern, and realised he'd shouted in his sleep.

"What happened?" he murmured sleepily. He noted she was in her pyjamas- and thinking back he guessed she must have changed after he fell asleep. He looked at her, stroking her hair from her face. She still looked concerned. "I'm okay, Rose. Just nightmares…" He looked away from her. It was the same one he had so much, the reason why he hardly slept usually. She was stood there, calling his name. Miila. Oh god, he missed her. But this time, it had been Rose. And then she had died, burned to death just like Miila.

She stroked his head softly, walking around and glancing at her watch as she climbed back into the bed. 2AM. She lay back down in the bed, looking at his face, and then pressed her lips to his again. "I need you, Doctor" She murmured, pressing her body up against his, feeling his double heartbeat increase through the flimsy fabric of her pyjama top. She reached down under the covers slowly and began to push down his trousers. The Doctor's eyes widened….