Disclaimer: I own nothing

Dedicated to Elisabeth Sladen, you have touched so many lives, and were loved by so many young and old. You will never be forgotten. May you rest in peace

There was happiness in the Tardis. A happy family. Amy and Rory, their daughter River, her husband, the Doctor all laughing and dancing. River didn't dance, but after a few drinks the Doctor convinced her, the same way Rose convinced him to dance when he was high from saving everyone once, so long ago. They were laughing when the phone rang. The Doctor stood up to get it.

"Oh, let it ring." Amy said, her face redder then normal, "We're celebrating your wedding."

"It could be important." said the Doctor.

"You've got a time machine." argued Amy, "Even if it is, it's not going anywhere." The Doctor rolled his eyes at his friend and answered the phone.

"Hello."

"Doctor." The voice was familiar, but it took the Doctor a second to place it. Luke Smith, Sarah Jane's son. He sounded tired, sad.

"Luke?" The Doctor said, not knowing why the boy would be calling him, "What's the matter? Are you okay? Where's Sarah?"

"I tried to phone earlier." murmured Luke, his voice shaky, "Mum's sick. She's in the hospital, she has been for a while now."

"What's the matter with her?" the Doctor demanded, already setting the course to track Luke's call.

"There's nothing you can do to cure her," Luke said, as if reading The Doctor's mind, "She has cancer, but she wants to see you."

The Doctor swallowed a lump in his throat, he meant to talk louder, but his reply came in a forced whisper, "I'm on my way." He put the phone down and just stood staring at it for a while. He had forgotten others were in the room until River touched his shoulder.

"What is it, my love?" She asked, softly.

The Doctor shook his head and turned away from them, "Nothing, just...why don't I drop you off somewhere for a little family bonding? What about Mandraingara, glass oceans as far as you could see, or New Earth, you could visit New Leadworth, or old Leadworth if you like, catch up with family, have some tea, bake biscuits."

"Doctor, you're crying." Amy said.

"Allergies." the Doctor lied.

"What's the wrong?" Amy asked, "Who was on the phone?"

"Just an old friend." The Doctor said.

"Doctor..." River said, looking into his eyes, forcing him to look into hers. "Sweetie, tell me."

The Doctor reluctantly gave in, "One of my friends is dying." He said, "I can't stop it. I want to see her before..." He remembered the call, not to long ago, telling him the Brigadier was dead. Now he was loosing Sarah Jane. His sweet, beautiful, wonderful Sarah Jane.

"I'll come with you." River volunteered.

"No." The Doctor said firmly. "I want to do this alone, I have to do this alone."

For once, River and Amy seemed to understand how important this was for him, because neither one of them argued. Rory, however stopped before leaving the TARDIS and put his hand on the Doctor's shoulder. "We're here if you need us."

The Doctor nodded to show his appreciation, then turned his back on his friends. He arrived at the hospital about ten minutes after Luke's call. He recognized the boy crouched over in a chair, his hands cupped, elbows on his knees. He looked up when he heard the TARDIS noise. The Doctor walked up to Luke, they hugged wordlessly. Luke looked exhausted. For the first time the Doctor saw him for the child he was.

"She's in here." Luke said, his voice hoarse, indicating for the Doctor to follow in with a jerk of his head. The Doctor knew this hospital, he remembered, another lifetime ago, coming here and meeting Martha. Sarah Jane never knew that in another reality, a reality where the Doctor died, she and her kids came here and died. The Doctor never thought about that, it was an aborted time line, it wasn't real. Now, following Luke down the white hallways, if felt hugely significant.

Luke knocked on a door, a tall tan girl opened it. "She's sleeping." The girl whispered.

"This is the Doctor." Luke explained. The girls eyes got wide.

"You came." breathed the girl.

"Doctor, this is Maria Jackson." Luke said, "She used to be our neighbor."

The Doctor nodded at Maria, his throat tight. "Sorry, can I have a moment alone with her."

Maria nodded and moved out of his way. The room was darkened, but colorful. Pictures covered the walls, along with newspaper clippings. Plants in bright colored vases covered the table. There was a home sewn quilt on the bed. It had the distinct feeling of a long term patient. The Doctor sat in the chair next to the bed. She looked so small, so weak, not his powerful Sarah Jane he's seen take on cybermen and daleks. He put his hand on her hair, once soft and bright, now dull and brittle. Her eyes flickered at his touch.

"You came." She said in a hoarse voice, smiling slightly.

"Of course I came," The Doctor told her. "I'll always come. Come on, now, you have to get up. One last trip, I'll take you to a planet with the best hospital in the Galaxy. They can treat cancer like it were a headache."

"Doctor," She said in a tired voice, "My Doctor, lets admit it, I'm old..."

"Don't say that." The Doctor told her, aware of the tears building up in his eyes, "Don't give up, I won't let you."

"You were never good at saying good-bye." She murmured.

"This isn't good-bye, please, Sarah...just five minute in the TARDIS, I can get you back before tea."

"You and me both know I wouldn't make it to the TARDIS alive." Sarah Jane said. The Doctor shook his head, not wanting to accept the truth. "We've had some good times, though, haven't we, Time Lord?"

"Yeah..." The Doctor whispered, barely able to talk, "The best."

Sarah Jane closed her eyes, the monitor she was connected to started beeping frantically. The Doctor pointed his sonic screwdriver at it, shutting it off. It wouldn't do her any good now. He crawled into the hospital bed with her and held her close. Her breath slowed until it stopped. The Doctor felt the moment like a stabbing pain in his hearts. "Good-bye, my Sarah Jane." He murmured.

Though Sarah Jane's funeral had been relatively small, the Doctor was surprised at the assortment of people that showed up. Many faces he had never seen; but a handful of people from his UNIT days; Jo Grant...now Jo Jones; Martha Jones, Mickey Smith, and Jack Harkness (Luke explained after the dalek invasions Sarah had kept in contact with the Torchwood members); a handful of relatives the Doctor never even thought of asking about; her neighbors, Clyde and his mum, Maria and her dad, and Rani's family. The preacher giving the service said standard words, but he couldn't even imagine how amazing the woman he was sending off was, or the spectacular things she's done. He could never imagine how deeply loved she was.

Then there was Luke, sitting alone in the corner of a pew, looking small and lonely. His friends were wrapped in the comforting sympathy of their parents. But Luke sat alone, tears tracking shimmering marks down his young cheeks. The Doctor couldn't even sit, he stood, unnoticed in the corner of the church, watching from the shadows and sunlight streamed in the windows and bathed the somber crowd in a cruel teasing light. For the Doctor the sun had gone out, every sun in the universe had gone out. Everything he'd seen, everything he'd been threw seemed insignificant now. The massiveness of losing Sarah Jane throbbed at his hearts, worse then anything he experienced in years.

The Doctor remembered the first time he met Sarah Jane, so long ago. She had stolen her aunt's identity in order to sneak into UNIT. He told her she could get him his coffee...she was feisty even then. She never knew how much she meant to him, how much he loved her. Now she never would. How could he have left her? Why didn't he take for granted every second he could, every second she had. Why did he take for granted that she would always be there, waiting, a constant. The one who always found her way back. Why did he let her walk out of the TARDIS that day? Why didn't he go back? He had told Rose once that it was terrible to watch someone you love grow old and die. But this wasn't just terrible, it was excruciating.

He closed his eyes and imagined this was all a dream. He imagined that when he opened his eyes she would be there, smiling. Just to see her again, hug her, hear her laugh. Just a little longer, that's all he wanted, just a little more time. Time. Ironic that that's the one thing the Time Lord didn't have enough of. He could save the world from invasion or attack, but he couldn't save her from the one thing that killed us all in the end, time.

After the service was over and the crowd dispersed, Sarah Jane's ashes were given to Luke. The boy held them like they were the last thing he had left in the universe. He walked to the corner the Doctor was standing in. For a second they looked at each out. The Doctor nodded in perfect understanding. Then turned out the door. Luke followed without a word. Both lost in grief to horrible to talk. They went into the TARDIS silently. The Doctor hit the buttons he knew he needed to hit then joined Luke at the doors. Luke didn't move as the Doctor put his hand on his shoulder, the boy just stood holding his mothers ashes, waiting. The Doctor opened the doors to space. Just above the Earth, drifting between the Moon and Mars. Luke carefully took the lid of the urn and cast the ashes out into space where they drifted and swayed with the lack of gravity. For a second, just a second time stood still as Luke and The Doctor watched Sarah's ashes drift and disperse. Free to roam the stars. Where she belongs, where she always belonged.