A/N: First fic in my Alex Made Me Do It series that isn't a crack fic. Very depressing the prompt was. Hope you like it!

Time's Up.

The Doctor could feel the regeneration coming. How could he not? Every cell of his body was dying. Everything inside him was preparing to change. He would change too. Nothing would ever be the same.

And he could feel it. Feel them dying one by one. And it hurt. He was trying to contain his regeneration, because he had something to do.

Before he went, oh, before he went, he had to tell Rose. He had to tell her how much she meant to him, how much she'd healed him, saved him. Rose, brave Rose Tyler, who'd looked into the heart of the TARDIS just to come and save him. And then he'd saved her, because he couldn't let her die. How could he let her die?

And here she was, containing her sobs, and tears. And the Doctor just wanted to go and reassure her everything would be all right. But maybe it wouldn't. maybe she would leave. Maybe she wouldn't want to stay with the new Doctor.

Maybe she would break his heart.

But she had to know.

"Before I go, I just want to tell you that you were fantastic." He paused. "Absolutely fantastic." His eyes were a bit glassy, but even then, he could clearly see Rose containing her sobs. No, no, no, no. He wanted to see Rose smile before he went. He needed it. "And you know what?" She shook her head, almost imperceptibly. He grinned. "So was I." He smiled at her, and she smiled back, and nodded.

But then he had to go. He exploded, Huon particles flying everywhere, and he felt himself change into a new man. One who would carry on with everything he did before, like saving the universe.

But it didn't change the fact that he'd left her, his Bad Wolf.

The Doctor had left Rose Tyler, without even telling her how much he loved her.