He stumbled out of the TARDIS, exhausted and in pain. "Ace!" He shouted, "Ace!"

She came running, "Professor!" As she caught him he knew she knew something was wrong. "Professor, talk to me, Professor!"

"I- I- I'm regenerating." He stuttered, "Ace please help me!"

"What do I do?" She asked in alarm.

He gasped for breath, "Just- Just stay calm." He panted.

"Right!" She hauled him to the sofa and stretched him out on his back. "I'm calm." She promised, "Completely calm. So calm I- Gordon Bennett! Professor you're glowing!"

He was all out of words to assure her he'd be fine. He could feel the regeneration, the twinge that began in his hands and was rapidly spreading like wildfire. It burned up his neck and across his face, he felt each strand of his hair. His legs were tingling, and his feet going numb. Then it stopped.

"Professor?"

He knew he looked different now, and she would no doubt have a hard time with that, she certainly had last time, so he smiled up at her and whispered, "Ace." He felt her hand on his forehead as she lost consciousness.

When he woke up he was in the spare bedroom, and sun was coming in through the window. He stood and looked at himself. He touched his abnormally short hair and pulled on his big ears. What had been his last body's favorite outfit now hung off him oddly, and pulled tight in some areas.

Out of curiosity he opened the closet door and was mildly surprised to find men's clothes in many different styles and sizes. He selected a leather jacket, t-shirt, and jeans before he wandered back down the stairs to find Ace.

She was at the kitchen table, sipping coffee, "Seen yourself?" She asked.

"Yep," he said, sitting across from her, "It's-"

"Ridiculous?" Ace offered.

"Very nice." He grumbled. "Why do you have all these clothes up there?" He pulled on the jacket. "Can I have some coffee?" Without waiting for a reply he took her cup and gulped it.

"Cuz I never know when you'll show up or what you'll look like." She replied. "Speaking of which, can you fix my coffeemaker?"

"You broke it?" He asked.

"No," she snapped, "It sings opera! I didn't wanna ask last time you were here, but now that you hopefully have a new taste in music maybe you'll fix it?"

"I'll consider it." He teased, still drinking her coffee. "I like this jacket!" He said after a moment, "Can I keep it?"

"Sure you look," She thought about it, "Fantastic."

He grinned, "Fantastic!" He mimicked.

She frowned at him, "Not sure what I think of this one, Professor." She looked back at the table. She tapped a finger to her head as if to suggest he may be more insane than before.

Ace was hiding something, he could tell. "I scared you?" A shot in the dark, but it visibly hit home.

"Guessed that did ya?" She grumbled.

"I won't come then-"

"No!" She cut him off, "No. You're always welcome." He smiled at her and she managed a tired smile in return.

"Coffee?" He asked, holding out the cup.

"Professor!" She scolded, "You drank all of it!"

"Please?"

She growled at him and stood, going to the coffee maker and pouring the remaining coffee into two cups and adding an unearthly amount of sugar to both of them. She passed him one of the cups and gulped one herself.

"What are you going to do?" She asked.

"Explore." He replied. "Run. Lots of running. I'll be fantastic!"

She smiled, yawning as she drank another gulp of coffee. "I'm so tired," she mumbled. "I was up half the night afraid you were dead."

"Take the day off." He suggested.

She laughed, "I hope you're joking Professor!"

"I'm not!"

"Professor if I take one day off I spend the next week fixing it!" She argued.

"You've taken time off for me before." He reminded her.

She nodded, "If you want me to, I'm sure I can spare the time."

"No," he replied, "I won't make you do all that extra work."

She smiled, "How'd it happen this time?" She asked, clearly a reference to his regeneration.

"I'd rather not."

"Was it something bad?" She teased, nearly laughing. "Did you trip?"

"I had a concussion!" He defended, "Was I supposed to know the locals greeted each other with a bash on the head? The fact that their skull is thicker than mine is-"

Ace was laughing so hard she had to hang onto the table so she didn't fall out of her chair.

"You tripped!" She howled, "Professor!"

He folded his arms across his chest and sulked. "Not my fault."

"Whatever you say." She was still laughing.

"I'd better be going, hadn't I?" He asked.

"I'll never force you to leave." Ace replied, suddenly serious.

"You need to get to work, and, well, nothing's happening with me just sitting here." He looked out the window sadly, and for a moment wondered if he should stay. They'd both like that, wouldn't they? He knew in his hearts he couldn't, he'd die of boredom, and Ace didn't need to have to look after him all the time, Rassilion knew she'd try.

"I have something to give you." He said. "Come and see." She hesitantly followed him to the TARDIS, but waited outside.

He rummaged through the console room for a moment, then stepped back out and handed her an umbrella and a Panama hat. Surprised she took them and smiled, "Thanks professor."

He smiled, then stepped in the TARDIS, having a second thought he stuck his head back out, "Come with me."

"No." She replied, clutching the hat and umbrella. "Not this time."

He took the hat and set it on her head gently, then tapped her nose, "You're fantastic, Ace."

"So are you."