Note: italics denote telepathic dialogue

"I feel like you avoiding these kinds of conversations is common," Rose said as she settled back onto the couch while the Doctor walked over to terminal just outside of the sitting area. There was a weariness that had settled into her bones when the Time Lady had pulled back; a sense of resignation that she shouldn't be so familiar with when she couldn't remember ever doing this dance with the Doctor before.

Rose saw the Doctor's shoulders tense under that velvet coat when the words tumbled out of her mouth, soft and almost bitter.

"Rose…" She didn't turn around, just stayed focused on the terminal, hands completely still.

"I'm sure you've got your reasons," Rose said, looking back at her cup of tea that she'd picked up again. "Doesn't make it any better, but I'm sure you've got 'em."

"I just want to make sure you're alright, Rose. I don't know what the Xilians dosed you with and we need to figure it out before it does any more damage," the Doctor explained. When Rose looked up, it was to meet the Doctor's imploring gaze.

"I feel fine besides the whole memory loss thing. You checked me over in the medbay. Even my headaches mostly gone now!"

"Could be time delayed." She turned back to the terminal, fingers flying over the keys and buttons this time as she pulled up the results.

"Great," Rose muttered. "Feel a bit like a science experiment. That's a new one."

"You've said that before," the Doctor called.

"Maybe you should stop treating me like your science project, then."

"Can't quite yet. Trying to figure out what this toxin is."

"Thought the beeping meant the results were in?" Rose asked, confused.

"It did, but these results don't make any sense. I don't recognize the toxin," the Doctor replied. There was a definite note of stress in her voice and Rose had a feeling that if she wasn't typing furiously, she would be tugging at her hair again.

"And you generally recognize everything?"

"Yes."

Her tone was absolute and suddenly Rose was terrified. She put down the cup of tea before the Doctor could hear it rattling in its saucer courtesy of Rose's shaking hands. Everything in her was insisting that the Doctor should know everything, should know how to fix all of this. She hadn't been scared before because she had been absolutely sure somehow that all of this wasn't permanent.

What if it was? What if the blank void in her mind that she was becoming more aware of with every passing second was there for forever?

What if she and the Doctor had to start over from the beginning? What if the Doctor didn't want a broken version of her best friend who couldn't even bloody remember the time they'd spent together?

Her heart was racing and her breath was coming fast as the panic rose like a tidal wave inside of her. She hadn't felt like this in years, that she could recall, but it was just as bad as she remembered.

"Rose, we might need to go back to the medbay for another couple of tests. I want to double check some of these results and do a bit of research," the Doctor said while typing a few more commands into the terminal. "Then maybe you should get a bit of rest. You don't remember it, but we've had a long day."

She turned around with a small smile that fled the moment she saw Rose's wide eyes and paper-white face. The Doctor was across the room and back on the sofa with Rose in seconds. She took one of Rose's hands in one of hers and cupped her cheek with the other.

"Look at me, Rose," she said softly, as calm as she could manage. "Just look at me, alright?"

It took a moment for Rose to comply, to lock her brown, panic-filled gaze on the Doctor.

"Now, I want you to breathe with me," she instructed. The Doctor pressed Rose's hand to her chest and took a slow, deliberate breath, letting her feel it through the rise of her hand.

"In and out. Nice and slow," she murmured. "Just focus on me and the breathing. In and out. In and out."

They stayed like that for a few minutes until the breathing felt like less of a challenge for Rose and there was a little bit of color in her cheeks again.

The Doctor's thumb swiped over Rose's cheekbone. "How are you feeling?"

Rose tried to smile but it was a wobbly effort. "Shaky," she admitted.

"But better?"

"Better."

The Doctor dropped her hand from Rose's face but didn't let go of her hand. Rose could feel her heartbeat beneath her palm.

"You're good at that," she said, eyes fixed on where her hand rested, watching it rise and fall.

"May have helped you through a couple of those before," the Doctor answered. "Not very often, but I know my way around a panic attack."

"Not just a pretty face," Rose joked. The panic had receded enough that embarrassment was starting to creep in. She pulled her hand out from under the Doctor's and let it join her other one in her lap.

"Clever along with it," the Doctor agreed. Rose could feel her watching her closely. "Are you sure you're alright?"

This time Rose's smile was a little steadier. "Always alright, me. Didn't you say something about the medbay earlier?"

The Doctor was quiet for a few beats longer than the question warranted.

"You were right earlier," she said finally.

"About what?"

"About me running from conversations like the one we were having."

"And I let you do it?" Rose asked.

"Usually. You make your displeasure with my actions known but you let me continue avoiding the topic."

"That sounds like a rubbish way of doing things," Rose said flatly.

The Doctor laughed. "I rather think we might have been making a mess of it."

"Sounds like it," she agreed.

The Doctor held out her hand. Rose hesitated for half a second before lacing her fingers through the Doctor's.

The Time Lady stared down at their clasped hands. "I'm still scared, Rose."

"Me too, but all we can do is try, right?"

She nodded. "We could go back to the medbay so I could double check the results. That's what I was saying earlier."

"Or?" Rose could feel the weight of another option hanging heavy in the air between them.

The Doctor took a deep breath and looked back up to meet Rose's questioning gaze, eyes blazing with intensity. "Or we could try what you suggested earlier."

Rose inhaled shakily. "O-okay. You didn't seem too keen on the telepathy idea earlier."

"I don't want to take advantage of you, Rose. You don't know me, regardless of your emotional memories."

"You didn't answer me earlier when I asked if you wanted us to be more. You deflected," Rose said.

"I did."

"Why?"

The Doctor spoke slowly, choosing words with care. "Because this particular answer, this truth, scares me more than most."

"Oh?" Rose's heart was racing again but this time it was from anticipation rather than fear.

She scooted closer to Rose, not breaking eye contact. "You're my best friend, Rose. We travel through the universe together holding hands and laughing and flirting and getting into trouble and I shouldn't want anything more."

"But you do."

The Doctor closed her eyes and moved to lean her forehead against Rose's. "I do. But I have no idea if it's what you want."

Rose smiled even though the Doctor couldn't see. "You're daft. You know that right?"

The Doctor tried to pull away but Rose kept her in place by placing a hand on the back of her neck.

"Why's that, then?"

"Because I've never known myself to be subtle when I'm in love. Gotta be daft if you haven't picked up on that."

The Doctor leaned back, shock painted on every line of her face. "Rose, how - you can't -"

"I can. I know my emotions and even without my memories, I know how I feel about you." Rose was still smiling but there was a nervous edge to it that became more and more evident as the Doctor stayed quiet.

But then, a smile bloomed on the Doctor's face - bright and happy and the slightest bit mad. "Rose Tyler," she said, wonder in her voice.

Before Rose could say anything in response or realize that her name was a full sentence to the Time Lady, the Doctor's lips were on hers.

The Doctor kissed her gently, slowly, using this action of affection to convey her feelings instead of words that could get tangled in her throat. All too soon, she pulled away though, resting her forehead on Rose's once more.

"I'm sorry, I shouldn't have done that in these circumstances," she whispered, breath hitting Rose's lips as she spoke.

"Really don't ever have to apologize for kissing me."

The Doctor huffed out a laugh and leaned back to look at Rose. "What do we do, now?"

"We go forward. Did you want to run more tests, see if you can figure out an antitoxin or whatever?" Rose tucked a piece of hair behind her ear.

The Doctor shook her head. "I don't think I'm going to find anything new."

A whir and series of chimes echoed through the room, making the Doctor laugh. At Rose's questioning look, she explained. "The TARDIS is informing me, very primly I might add, that she didn't miss anything on the first batch of tests so I shouldn't bother with any more."

"Smart girl," Rose said, smiling up at the ceiling and receiving a soft chime in return. She looked back at the Doctor, biting down on her bottom lip as she did. "So, we're going to try the telepathy thing then?"

The Doctor swallowed hard. "I do believe we are."

Rose took a deep breath and let it out in a stream of air. "Okay, how does this work? You said you were a touch telepath?"

"That's right. Are you sure you're okay with this?" she pressed, hands twitching in her lap.

"Positive. Now, let's get to it. I'd like to be able to kiss you when I remember more of the reasons that I really really want to."

"You're incorrigible," the Doctor said, smiling.

"Probably been called that before."

"You most definitely have. Multiple times if memory serves."

"Probably by you then," Rose shot back.

"Definitely by me."

They both smiled at each other, trying to ease the tension that was thickening the air.

"Ready?" The Doctor asked after a moment.

"As I'm going to be, I think," Rose answered.

"I'm going to put my fingers on your temples and then you're going to feel a pushing or probing sensation. I need you to focus on relaxing and letting me in," she explained.

"How do I let you in?"

"Even though you're not telepathic, your mind has rudimentary barriers around it and they've been strengthened some by travelling with me and coming into contact with more telepathic beings. Imagine those barriers as something physical or familiar, something that makes you feel safe and then make a door and let me in."

"So I get to play make-believe but kinda for real?"

The Doctor cracked another smile. "Something like that."

Rose closed her eyes, screwing up her nose as she thought before opening them to look at the Doctor. "Okay, I think I've got it. You ready?"

She just nodded and reached out with hands that were only wracked with the finest of tremors. She cupped Rose's face in her hands first, infinitely tender in the way her thumbs stroked across her cheeks before her fingers moved upwards. The Doctor settled her first two fingers of either hand on Rose's temples, cradling her companion's head.

Their eyes slipped closed at the same time.

Rose concentrated on the walls she was imagining. They were sturdy and a soothing shade of blue for some reason she didn't quite understand. It felt right though so she didn't question it too much, just rolled with it.

After a moment she felt something pushing against her wall and she smiled. Quickly she imagined a door and flung it open. Almost immediately Rose felt something rush into her. It was all soft light and warm tea and cool water, all turquoise and gold. It felt so familiar and she knew without a shadow of a doubt that this tangle of sensation was the Doctor in all of her complex glory.

Hello, she thought tentatively, unsure how communication worked in this situation.

The gold flared brighter and the turquoise deepened and then the Doctor's voice was there, shaky and full of awe. Hello to you too.

Welcome? She wasn't sure what one was supposed to say in this situation. Rose knew she was well and truly out of her depth.

The Doctor laughed and Rose could feel it like a physical caress. The Time Lady had not been exaggerating when she had warned that this was an intimate experience.

I wouldn't mislead you about something like this, Rose.

Rose could see the ripples of her shock travel through her mindscape. You could hear that?

I'm in your mind, Rose, I can hear almost everything. She paused and Rose watched with interest as the colors shifted again. She could read them as intuitively as she had the Doctor's body language. The Doctor was cringing. I mean, I'm not trying to intrude more than I have to, I promise. It's just hard to…

It's fine, Rose promised. What does this place look like to you? You're all gold and turquoise and contradictory.

You're, I mean, it's gorgeous. Pink and gold and warm and - the Doctor let out a string of chiming syllables that Rose didn't understand.

I'm gonna assume that that last bit was something good since I didn't understand it, Rose said, projecting what she hoped was the telepathic equivalent of a teasing smile. But I'm glad we've got the matching gold, seems fitting.

Of course it was something good, the Doctor said, making no attempt to explain what that something was. And it is rather curious that we match.

So, what do we now? Rose asked

We go looking for your memories. Hopefully they're just behind a metaphorical door somewhere and we can get them restored with no trouble.

Rose could feel the false cheer and it grated against her. You're not telling me something. I can feel you almost lying.

The bundle of sensation that was the Doctor retreated slightly, radiating a sense of contriteness. I do apologize. It's been quite some time since I was in someone's mind and my manners seem to have been misplaced again.

Rose just sent a questioning thought her way, hoping to get more of an explanation.

It is impossible to lie to someone when you're connected like this and it's unforgivably rude to even try.

Well, I forgive you. Just don't do it again because it feels weird, Rose said firmly. Let's get started on the memory hunting. How do we do this?

We have to go deeper into your mind. Right now we're in a sort of foyer, a greeting hall. Your memories will be stored somewhere else, she explained.

So we just go traipsing through my head until we find them?

Essentially.

So what aren't you telling me?

The Doctor's nerves were a physical dancing sensation. It's just going to get more intense, more intimate, the further in we go.

Rose wished she could hold the Doctor's hand in here but they didn't seem to have physical avatars in here so she settled for projecting comfort. I agreed to this, remember?

But you've never done this before so you don't know what you agreed to, the Doctor argued.

I trust you. I want to do this, Rose said, pausing to let it sink in. And I know you could feel if I was lying about that. I'm assuming it works both ways.

It does. Thank you, Rose.

Let's go. Rose said in response. She'd said they needed to go deeper so Rose concentrated on the visual metaphor of a foyer that the Doctor had given her. She imagined a hallway leading away from the room and towards whatever other rooms might be waiting for them.

You're a quick study at this, the Doctor said as she followed Rose down the new hallway.

Guess I just know my own mind, she quipped.

She got the feeling of a groan - slightly warm and more blue than gold - in response.

Don't know what I'm looking for though, so keep an eye out, yeah? Rose asked.

I am. I have a feeling that whatever door we're looking for is going to be almost invisible to you which is why your memories haven't come back on their own. Your mind can't find where they got put. But I'm not a part of your mind so I should be able to see it, the Doctor explained.

Do you need me to narrate all the doors I'm seeing?

Just keep a running count and I'll do the same. Once my number jumps one and yours doesn't, we'll know we found the right door.

A wave of worry rolled through the mindscape no matter how hard Rose tried to quell it.

What's wrong, Rose?

What if the door's not here? Or we can't find it? What if my memories are really just gone?

This time it was the Doctor sending soothing emotions - glowing blues and soft gold and the scent of tea. Then we'll do what you said before. We'll move forward and figure it out. Together.

Promise?

Promise.

Rose knew the Doctor was telling the truth so she took a deep breath and pressed forward. That was really the only option - moving forward together.

They were both quiet except for the ever growing number of doors they were counting together. It was getting harder to differentiate the Doctor's emotions from her own as they went further in. It was also getting harder to avoid the assault of old memories that were behind doors that weren't properly closed.

She could hear a teacher chastising her back when she was thirteen and not interested in listening to some bloke drone on about some other dead blokes. She could hear the row she'd gotten in with her mum that night about her grades.

She walked quickly by a door that sounded like a pub that had been familiar once, sounded specifically like the night she had realized that the boy she'd run off with because she'd wanted an adventure was bad news.

There were birthdays and fights and girls nights with Shareen and Keisha. She blushed when they passed a wide open door with the memory of her making out with a cute brunette at a club when she decided to finally act on the fact she was attracted to girls.

Through it all, the Doctor said nothing but Rose could feel her presence like a caress, could feel her curiosity in shades of gold and eddies of cool water. It amazed her that she was so comfortable with the Doctor being here and seeing all of this.

She was still musing on that, half hoping the Doctor was listening in on where her thoughts were going, when the Time Lady's mental presence stopped in front of a bit of wall that Rose had already passed.

Rose, you skipped this one, she said.

S'nothing there to skip, Rose replied.

Look closer. Your perception is slipping over this bit here without registering it but there's a door.

Rose's excitement surged in a rush of warm pinks. Does that mean we found it?

I think so. But you're going to have to be able to see the door before we can try to open it.

You can't just open it yourself?

It's much safer if you do it, the Doctor said.

Okay. Describe how you see the door. What does it look like? Rose asked.

Metal, dull grey, industrial. Looks completely different than any of the other doors we've passed.

Rose focused on the description and the bit of wall that kept repelling her attention. The longer she stared at the spot the clearer the outline of a door became. With a snap that vibrated the whole hallway, the door sprung fully into sight for her.

Got it! She crowed.

Felt that, the Doctor answered, amused.

So, now I open it? And my memories should be behind it?

That's the idea. The rush of memories slotting back into place is going to knock me out of your mind and is probably going to give you a massive headache.

Just when my other one from getting knocked over the head was fading, Rose lamented as dramatically as she could.

Ready? The Doctor asked, ignoring her theatrics.

Rose paused. Before I kick you out of my mind and get all of my memories and hangups back, I just wanted to tell you something.

What is it, Rose?

You said we can't lie to each other in here, right?

That's right, the Doctor confirmed.

Then I want to tell you again that even when I don't remember all the reasons why, I still love you.

Rose was suddenly engulfed in warm, bright gold. The Doctor didn't say anything but Rose could feel her emotions, was wrapped in them, and she knew.

With the Doctor's love surrounding her, Rose turned to face the door and opened it.

-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-

When Rose opened her eyes she was greeted with the familiar sight of the high library ceiling and the sound of the TARDIS humming softly. For just a second she thought she must have fallen asleep while reading on the sofa again but then everything rushed back into place. The confrontation with the Xilians, waking up in the console room with no clue where she was or who the Doctor was. Kissing the Doctor and admitting that she loved her. Inviting her into her mind.

Rose felt a blush stain her cheeks and hoped desperately that the Doctor hadn't just been playing along to spare her feelings during a difficult time and had actually meant everything she'd said, everything she'd shared in Rose's mind.

She tried to sit up but as soon as she moved pain bloomed in her head. She groaned and decided that staying as still as possible was her new goal.

"Good, you're awake."

Rose cracked an eye open and saw the Doctor looking down at her, a small smile gracing her face.

"Hi there," she said.

"Remember who I am this time?"

"Yup. Memories all back where they should be as far as I can tell," Rose answered.

"Excellent. I still plan on teasing you mercilessly about being the one losing her memories this time," the Doctor said, drawing a smile from Rose.

"So long as you do it later when my head isn't actively trying to kill me." She narrowed her eyes at the Doctor. "For the record, this headache deserved a much bigger warning than you gave me."

"And I can't give you anything for it. The headache's caused by telepathic backlash from your memories moving around and me being in there with you. Painkillers won't do anything but if I can find the Zero Room, it should give both of us a bit of relief," she rambled out.

"Got a headache too?" Rose asked.

"Yes," the Doctor said, eyes skittering away. "Do you mind if I carry you?"

"Go for it."

The Doctor carefully scooped her up from the sofa. Rose squeezed her eyes shut and pressed her face to the Doctor's collarbone, trying to block out the pain of movement.

By the time they reached the Zero Room, Rose was about ready to cry from the pain but the moment the Doctor closed the door behind them, it dulled to something much more manageable.

She looked around at the white room once the Doctor put her down. It was austere and oddly soothing. It also smelled faintly of roses but Rose figured that could be a conversation for later.

"So…" she started, looking at the Doctor.

"So." Rose wasn't sure she'd ever seen the Time Lady this nervous before, not even when she was admitting her fears about going into Rose's mind.

"Lots happened while I was missing my memories."

"It did."

Rose sighed at the short answer. This was classic Doctor avoidance and she didn't have the energy to endure another of her best friend's attempts to ignore a significant moment.

"So, what do we do now?" she asked, not willing to let her dance around the point.

"What do you mean?"

"I mean, things happened and you can't just pretend that they didn't because you think it's gonna be easier."

"I was not planning on ignoring what happened, Rose. I don't think I can any longer," she admitted.

Rose felt hope rise in her throat. "Okay then, what now?"

"We go forward," the Doctor whispered, moving closer, "just like we said before."

"Together?" Rose said back, putting weight on the word.

"Together."

Rose closed the gap between them and pressed her lips against the Doctor's for what she was going to consider their first real kiss.

They had so much still to talk about but it could wait until later, until they were out of the oasis of the Zero Room and willing to face the world again. For now, the only thing she wanted to worry about was how to make the Doctor melt in her arms.