A/N: This is a short fic written for a friend and was inspired by the scene in "Closing Time" when the Doctor is holding Craig's baby, Alfie. It's an AU set between the events of The Angels Take Manhattan and The Snowmen and is the backstory on the image of him holding the baby. Slightly ooc and Doctor/OC.

I own no rights to Doctor who.

London. Grey and cloudy as usual. It reflected the Doctor's dismal mood perfectly with it's aimless and lonely people trudging about in their workaday lives. Once, the city was a welcomed sight, with his friends scattered among the blocks of houses waiting for him to visit. Now it seemed like there was no one. A city with a population of 8.174 million felt empty.

One year. Exactly one year to the day, Amy and Rory...left, and he traveled alone since. Alone is what protected him from hurting anyone else. It started out so simple. 800 years ago it was just him and his granddaughter off to see the universe goofing about. As the years went on though, his traveling became fighting and helping, and occasionally, killing. Assistants, companions came and went. All claiming to have loved the time they spent with the Doctor, saying it bettered them, but at what cost? Anyone who traveled with him got hurt, in some way or another, and he wasn't going to let that happen anymore. That was exactly why he came to London.

The Doctor left the TARDIS and meandered through the masses of row houses lining the streets. There was a particular friend of his, living in the calmer, more domestic borrows of London, he was on his way to see.

The Girl Who Never Wanted to Go With the Doctor.

Felicity Windsor was just putting her six-month-old son down for a nap, while a small girl with bouncy brown curls chased after her. Four short years ago, a family was the last thing she expected to have, but on this brisk, February afternoon, she couldn't have been more content.

The time was nearing on four o'clock, and her husband still wasn't home. She shook her head smiling. He was always getting up to something. The sound of the doorbell pulled her out of her reverie, and she followed her excited, little daughter to the front door, opening to reveal a face she had long since seen.

"Felicity!" shouted the Doctor a little too enthusiastically for his mood. "Look at you! And look! There's a little you running around too! Hello there." He immediately crouched down to introduce himself to the miniature Felicity. "I'm the Doctor."

The little girl grinned and said, "My name is Lily, and I'm three!" She held up three short fingers to prove her declaration.

"Doctor, what are you doing here? My god, I haven't seen you in nearly ten years! How are you?" Felicity pulled him up into a tight hug then ushered him into the house.

"Oh you know me. Dropping in on friends, that's what I do" he said straightening his bowtie and forcing a smile.

"No you don't. You never stop in. That's exactly the reason why I haven't seen you in so long. Who's traveling with you? Do you still have Amy and Rory about?" She pulled him into the living room so they could sit and chat. She knew there was always a bigger picture when the Doctor came to town, but she hoped he could sit still and talk with her for a few moments.

Lily sat next to the Doctor and looked up at him with suspicion and awe. The Doctor ruffled Lily's hair gently and sighed. "No. Amy and Rory are gone. I've been going along on my own now for year...or so."

"Lily, go upstairs and play in your room, my love." The little girl huffed at her mom but did as she was told. When it was just her and the Doctor in the room, Felicity turned to him and asked, "What happened?"

The Doctor stared straight ahead. "A weeping angel. They're together though, in the past, but I can never see them again. Too many time disruptions."

"I'm so sorry, my dear."

They sat together in silence for a few minutes. Felicity wasn't sure what to say. She always knew it was dangerous with the Doctor. Amy told her stories of their travels and the chaos that ensued. At one point, the Doctor had even asked Felicity if she wanted to come along, but she refused.

Finally looking sideways at her, the Doctor spoke. "It's the most absurd question to ask after what I just said, but I came here to ask. Why did you never want to go with me, Felicity?"

"That's what you came here for?"

"Yes. Everyone always says 'yes', and then they get hurt, but you never did, and I need to know there are still sane people in the universe who won't risk their lives at the drop of a hat to run off with a madman in a box." He wiped his hand over his face wearily; the ancient age showed in his eyes.

"I didn't go, simply because I didn't want to go. I like living a normal life. That's all. There is so much on my own planet I wanted to see, why would I miss all that to go other places I've never even conceived of? People make these big decisions to go with you, because you're exactly what they need. Maybe also they are what you need, Doctor, but running around getting into trouble is not what I was looking for, and that is what you excel at."

"Maybe I should settle down. Find a place to park the TARDIS. Get a mortgage, a job in a shop. Go to the country on the weekends." A mischievous smile graced his face as he listened to the absurdity of his own words.

Felicity laughed heartily and nodded. "Yes, maybe you should, but not yet, I should say. You're still so young! So much to do! Maybe in another 500 years or so!"

The sound a baby crying disrupted their laughter, and Felicity stood up to get her son up from his nap.

"You have an even smaller one?!" the Doctor exclaimed.

"Yes I do. I'll bring him down here for you to meet."

Felicity was surprised that the Doctor agreed to stay for tea and smiled as the Time Lord entertained himself with bouncing the little boy on his knees. "His name is Alexander, and he has been a right terror since I had him."

"Well if it's any consolation, he not angry with you, it's the status quo of society that has him so upset."

Felicity took Alex and propped him up on her hip. "I'm sorry, what?"

"I speak baby." he said turning to her proudly.

"It's always a roller coaster talking to you." she laughed.

"Mommy!" came a call from upstairs. "Mommy, can you come here for a minute?!" Felicity sighed. It was never dull with two kids to take care of, no matter what all the universe had to offer. "Doctor can you hold him for a minute?"

"Absolutely. Of course. Yes. Here we go." and he gently caught Alex in his hands and held him close.

While the Doctor waited for Felicity to return from her maternal duties, his mind began to wonder. Could he ever do it? Have a family with a house and a car and job and all that? Maybe settling down would be a good idea. Then he wouldn't have to be alone anymore. Then he couldn't hurt anyone.

But how could a broken man even begin to think of starting a family? How was there hope to care for children when he seemed to ruin everyone around him? There was no hope. He needed to be alone to protect anyone he loved. He would never be standing in a living room like this holding what could be his son. It wasn't in the cards for him. Unconsciously the Doctor softly kissed the head of the boy in his arms. Tears filled his eyes with envy at the man who had such a boringly, perfect life.

A tall, thin man with thick grey hair silently stepped into the entryway of the living room. His living room actually, and he watched the back of another man holding his son. He remembered this, when it happened. He remembered feeling so hopeless and lost; certain he was going to be alone for the rest of his days. The Doctor smiled looking at his younger self. Felicity was right. He would get a mortgage, work in a shop, have a couple beautiful children and visit the country on the weekends, but he needed 500 years to get to that point.

Fin

Hope you enjoyed!