Rose was taken aback for a minute. "Lonely?" she asked.

"Yes," he admitted, looking embarrassed about it. "It's gotten inside of my head and it's driving me mad and I don't know what I'm doing anymore. Satisfied?"

Rose wasn't really sure what to think. Her mind was having a hard time processing a thought but her heart knew that it was feeling hurt. How could the Doctor say that? She'd been here the whole time. She'd always been there for the Doctor since day one. She thought she had been what he needed. But it hadn't been enough. She hadn't been enough.

"I'm sorry," she said, trying not to get upset at his confession.

The Doctor looked up at her a little confused. "For what?"

"Well," she said crossing her arms and looking down, trying to sound indifferent. "If you're lonely then I've obviously done something wrong."

"Rose…why are you blaming yourself for this?"

"Doctor…if you're feeling lonely than I have done something wrong. I've been here the whole time but I haven't been enough."

"That," he said conviction growing in his voice, "Is not true."

"Yes it is," Rose said, not able to keep the tears in any longer. She looked at the Doctor as they brimmed on her eyelids.

"This isn't your fault," he said quietly.

"How can you say that? If you're lonely then I'm obviously doing something wrong."

"Rose," he said shaking his head. "What have I done? I've created this situation and now I am doing a horrible job of explaining myself. When I say I'm lonely…it's a different kind of lonely than you're thinking."

"What do you mean?"

The Doctor looked uncomfortable like he didn't want to admit what he was going to say. "It's…It's a loneliness in my mind."

"Meaning?"

The Doctor took a deep breath before continuing. "Mine was a race of telepathic beings. You know that."

"Right," she said nodding.

"I've said before that it doesn't mean I can read all of your thoughts or anything like that. But with each other we did have quite a bit of mental contact and communication."

"Okay," she said looking expectantly at him, waiting for him to finish.

He tugged nervously at one ear. "Well…I was always used to that. Until…I lost them I always had the mental presence of others inside of mind; I was never really alone in that respect."

Rose's heart strings tugged at his words. He never really talked about his people and especially not about losing them. "And since then," he continued, "I've really missed it," he said his voice cracking. He coughed in frustration at the sound. "The TARDIS…she helps, with the mental connection I have with her. But it's not the same. And it just hurts sometimes," he said raking a hand through his hair.

Rose stepped closer to him and put a hand on his arm. "I'm sorry, Doctor. I didn't know you were hurting."

"It's fine," he said with a shrug, trying to pretend it really was.

"No. It isn't. You said you're always alright but you're not. You're hurting."

The Doctor was silent, for once he didn't disagree with her words. "What can I do?" she asked.

The Doctor was still, thinking for a moment before answering "Nothing."

"But there is. I can see it; you hesitated. Doctor, please don't lie to me." She actually felt the Doctor was making progress, that he was starting to let her get closer and she didn't want to lose it. "I don't want you to be lonely."

It took a while but the Doctor eventually replied, his voice tight. "It's complicated."

It felt like a slap in the face to Rose. She could see what was happening because it had happened dozens of times. He'd started to be honest with her and now that he was getting uncomfortable he had to tuck the feelings away again. Sometimes, the Doctor really didn't make it easy to care for him. And maybe he didn't want her to be one to care for him.

"Was it too complicated for Reinette?"

The Doctor gave her a surprised sideways glance at the question. "It wasn't was it?" she continued. "Because that's how she knew so much about you. Somehow these telepathic abilities come into play."

"Rose don't-"

"Don't what? Tell the truth? There is something I could do to help if only you'd ask," Rose said noticing her voice had risen louder than she wanted it. She lowered it. "You just don't want it from me."

"That isn't true."

"Isn't it?"

"No, it isn't," he said defensively. "She wasn't…she wasn't…" the Doctor said searching for words.

"What? Plain? Ordinary?" Rose said interjecting.

"Important," the Doctor said quickly in a serious voice. Rose's mouth dropped open in surprise and he averted his eyes. "I didn't mean that. I've never met someone who wasn't important. What I meant to say is ...I had nothing to lose; she just threw herself at me. I knew she wouldn't reject me and even if she did...it didn't matter."

"Then why? Why did you reach out to her in the first place if she didn't even matter?"

"She was there and willing." The Doctor paused before he continued. "Even so, what I did with her was just a fraction of what it could have been. It's…not what I really…need."

Rose felt confused. She felt relief, nervousness and a mix of other things building inside of her. "Doctor…I'm trying to understand but I really don't. You're going to have to help me out here."

"While we were telepathic beings and we could hear each other it wasn't as deep as we could go. With those we were the closest to we would choose to…bond our minds. It was more than the echo we unconsciously gave off. We could choose to touch our minds, to look into each other's minds and memories."

"And that's what you really miss?"

"Yes," he admitted if somewhat hesitantly. "After…" his voice trailing off with unsaid words, "I was able, eventually, to adapt to the silence in my head, able to cope with it. But that deep bond…there's no way to stop missing that. For the longest time I thought it probably wouldn't even be possible with a human. I'm still not entirely sure it can be done. But then she saw inside of my head and it made me hopeful. I was really only looking for memories, for information inside of her mind, just a touch. I admit that it felt good to reach out and touch someone else's mind. But I never expected or wanted her to be able to reach into my mind. Bonding your mind is something very personal and not to be taken lightly."

"So, that's how she knew things about you, more than she could have just from the few times you talked?"

"Yes, she did see some things before I broke it off. I'm not even sure how that happened. But touching minds with just anyone isn't the point; it has to be with the right person."

Somewhere inside Rose found some boldness though nervous energy was coursing through her as well. "And she wasn't the right one?"

"No."

A lump formed in Rose's throat. She was pretty sure she already knew the answer to the question and she was pretty sure that the Doctor wouldn't answer but she asked anyway. "And who was?"

But the Doctor surprised her by not avoiding or denying the question. He looked up at her, his eyes dark with determination and desire. A chill ran through her as she got her answer. She was the one. She was the one that the Doctor had wanted to bond minds with. He felt lonely because he had wanted to be closer with her. For so long she had wanted to be closer to him but she thought it was something he didn't want because he was always pushing her away. But he did want it.

"Why didn't you ask me?" she asked in a quiet and somewhat choked voice.

"Come on Rose…when would I have done that?"

"What do you mean?"

"With your boyfriend around I'm supposed to tell you I want to be closer to you?"

"Mickey isn't my boyfriend."

The Doctor gave her a skeptical look in response.

"Well, he isn't. Not anymore. And you know that. Besides, I didn't even want to bring him along. You did."

"He asked, what was I supposed to do? I thought it would upset you if I flat out refused."

Rose was quiet for a moment because she knew the Doctor was right. She had been sending mixed signals to everyone. The truth was that she had not had any romantic interest in Mickey ever since the day she met the Doctor. And it wasn't because she fell in love with the Doctor that first day; it took her a while to even realize she had fallen in love the Doctor. But after she met him she realized how much more life, how much more people could be and the life and relationship she had with Mickey had paled in comparison. She knew they were no longer meant for each other but she held on to him even after she realized she loved the Doctor because Mickey felt safe. She at least knew where she stood with him. He didn't have a million different layers that he hid from Rose like the Doctor did. He didn't deny his feelings like the Doctor did.

Rose knew that the Doctor was to blame for this but so was she. The Doctor did keep her at a distance. He had never told her about any of this so she really couldn't have been expected to know what he wanted or needed. But she also knew that her actions had not always been indicative of her feelings for him. When she was with Mickey it did not show that she was taking notice of the Doctor. The Doctor had never asked this of her because he thought she wasn't interested in him. The Doctor's strange encounter with Reinette made her realize now how that must have felt to him.

"I'm sorry," Rose said quietly. "You're right and I'm sorry. Things haven't been that way between me and Mickey in a long time but I see now how that must have made you feel."

"You understand because I made you feel that same way and that wasn't right either."

"Yeah, I guess so. But you may never have been driven to that point if I had been more honest."

"I guess we both made some mistakes."

"Yeah. Me and you get along so well, we seem to understand each other so well, that sometimes I forget that you aren't human. It didn't even occur to me that there might be something like this that you needed."

"That's my fault. I'm the one who never said anything."

"Well, it doesn't even matter whose fault it is. We can do something about it now. So, how do we do this?"

"Do what?"

"Be closer…in our minds," she said.

He only gave her a puzzled look in response. "I'm sorry," she said "I don't know what it's called."

"No, that isn't…" he said trailing off. His puzzled face had not been because of what she had said but her willingness to do it. "You would be willing to do that?"

"Of course I would," she said with complete honesty and without hesitation. The Doctor was momentarily stunned by it. This is what he had wanted for so long and he was so afraid he couldn't have it. But now that he had asked and she had agreed he realized his foolishness; he could have asked her a long time ago and her answer would have been the same.

"Do you think it's possible? Since I'm human?"

"I think there's a strong possibility. Even humans have telepathic abilities though they're dormant and hardly used."

"Really?"

"Yeah. You get hints of it every once in a while. Like twins or couples who have known each other a long time how they can seem to finish each other sentences or how they can sense when the other is in danger; that's a hint of it. I know it's not as strong as Time Lords but I always thought it could be awakened and strengthened."

The Doctor's face turned serious "Rose…I just want you to understand. This is very personal. I'll be able to see inside of your mind and you will be able to see inside of mine. We can control it to an extent, what we see and where we go. But we still might be able to see things we hadn't planned on. You can actively block things so I won't be able to see them but our minds might wander a little on their own."

Rose had to admit that it did make her a little nervous to think about having someone inside of her thoughts. Everyone had things inside of them that they weren't comfortable with sharing with others. She certainly had things she was embarrassed of and a few things she would even say she was ashamed of. But she wanted to know the Doctor better.

"I'm willing to take that chance if you are."

The silence felt very heavy as she saw him deliberate. She knew that there were things, lots of things that he had not shared with her. It had always been a rough spot between them even from day one. She remembered the first argument they'd ever had had started right after she asked him what planet he was from and he had refused to tell her. He'd shared some things with her since then but mostly this man was still a mystery to her. She knew that this was the moment that they either decided to move forward or stay exactly where they were forever.

"So am I," he said and then smiled at her.

She smiled back. "Let's get started then."