A/N: Just to give a bit of background for this chapter. Ace was a Companion of the 7th Doctor whose real name was Dorothy. She had a habit of calling the Doctor 'Professor' instead, which made for an interesting prompt of how he felt about that. I had to look up a bit about her from Wikipedia and other sites to make sure I was getting information correct. It seems like she's a bit of a brilliant, street-wise, tough girl, with a painful/traumatic past. This chapter will contain flashbacks so, while the main Doctor will be the 7th, the flashbacks will contain his first incarnation and the Professor's first as well.

We will have two flashbacks inspired by instances mentioned in The Time Lords' Mother, one from Age of Steel, one from The Girl in the Fireplace, one from The Shakespeare Code, and one from Blink :)

~8~

Ace and the…Professor? (1&7/1)

"Well that was something," Ace remarked as she entered the TARDIS. She'd been standing outside the doors for a few moments, saying goodbye to a friend of the Doctor's who worked in UNIT, the Brigadier, with whom they'd shared their latest adventure. It had been quite an interesting one to say the least but she was just as eager to get out there and go on another one.

She hesitated, seeing the Doctor absently standing at the console, seeming to be reading something on a small screen. She walked over and looked down, seeing a mess of symbols she couldn't understand flying across the screen. The Doctor seemed to be a cross between thoughtful and sad as he watched the symbols.

He stayed that way even after the symbols disappeared and the screen went blank.

She looked at him a moment, then back down at the screen, then him. He was lost in thought, she knew, she recognized that expression.

"Professor?" she asked him.

She knew he was called 'the Doctor,' or that he preferred being called 'the Doctor,' had introduced himself as such, but he was far more of a Professor in her mind. He was always spouting facts and equations and science and explaining things…not really big in the medicine department. So she'd taken to calling him 'Professor.'

He didn't move, didn't even react.

"Professor?" she tried again, nudging him.

"Yes," he jolted, looking over at her, "Sorry, what?"

She rolled her eyes, "You alright Professor?"

That got a reaction out of him. He winced.

"Don't call me that," he muttered, moving away from her to check on the controls around the console.

"I've called you it before," she remarked, following him, secretly watching him. She was a quick study when she wanted to be, she was hoping she might be able to pick up a few things about how he piloted the magic box they travelled in, maybe fly it herself one day…even though she had no idea what any of the buttons, knobs, or levers did.

"I called you Dorothy once," he countered, bringing up her name and not her nickname of Ace, "You told me not to. I'm telling you, don't call me the Professor."

She frowned, crossing her arms, "Why not?"

"Ace…"

"I told you why I'd rather be called Ace, now tell me why you don't want to be called the Professor."

"Ace, leave it alone."

"Tell me."

"Ace I'm being serious…" he began, feeling his temper start to rise. One simple request, don't call him that, why was she being so difficult?

"Just tell me."

"Ace!"

"Professor!" she countered, glaring.

"Don't call me that!"

"Why?" she shouted.

"Because she isn't here!" he snapped, returning her glare for a moment before letting out a sorrowful breath and bowing his head, staring unseeingly at the console, "Because she isn't here and when you call out 'Professor' I think she is…" he closed his eyes, "And when I look up and see she's not…" he shook his head, "It hurts."

Ace blinked, startled at his confession. The Doctor didn't typically talk about his feelings much, didn't really talk about anything now that she thought about it. He was very private.

She swallowed hard, "I'm sorry," she said softly.

He sighed, "Me too."

She stepped closer to him, working it out as she went, apparently he knew a woman, called the Professor, and, for some reason, she wasn't travelling with him like he clearly wanted her to be, "Who is she?"

He rubbed his forehead, it was too late to take it back now, Ace wouldn't stop till she found out, "My best friend. I've known her since I was 10 years old. We…we had plans, to travel the Universe in this TARDIS," he patted the console sadly, "Our TARDIS."

~/~\~

"Theta!" she squealed as he tugged her along, "Where are we going?"

"It's a surprise Kata," he smiled back at her, squeezing her hand as he led her down the back streets around the Academy, "Come on!"

She laughed as he pulled her around a corner, starting to jog after him as he walked quickly…his average pace she knew. She followed him willingly, she always did, so eager to see what he saw, the adventures that their world, the Universe, offered them.

"Are we nearly there?" she asked, and he knew she was trying to guess at where they were headed.

He knew better than to say anything. She was wicked smart, could probably work it out from the most random of questions, "Not saying!" he winked at her, pulling her on.

They went down only a few more paths before his grin widened, "Here we are!" he beamed at her, gesturing at the large building in front of them.

She blinked in confusion, "The museum?"

It was a building constructed near the Academy, usually used for short school trips and offering a place to go for research and education.

"Yeah," he nodded, pulling her inside, "I found something. I want to show you it."

"Theta we've been here dozens of times," she remarked as she followed him through the corridors, up the stairs, through displays, not too sure where he was going, "We've probably seen everything…"

"Not this," he countered, looking around to make sure the coast was clear before pushing open the door to the TARDIS wing. It was designed to show the evolution of TARDISes, holding the very first to examples of the latest models.

"What?" she asked as he led her right to a beautiful old TARDIS, shaped like a rather ordinary gray box…more like a door with three walls around it, a Type 40. He just grinned and flashed a small pen-like device at the door, unlocking it, "That's breaking and entering," she laughed, not at all chastisingly.

"Sonicing and entering," he winked, slipping the device back into his pocket and pushing the door open.

She gasped when she saw inside it. Despite its rather drab outward appearance, inside was beautiful. Bright, warm, comforting, amazing…and, of course, bigger.

He took her by the hand and led her right over to the console, reaching out his free hand to place it on the panels, fingering a control gently, "You," he whispered, looking at the small rotor, "Are the most beautiful thing I have ever known."

She smiled, "She is beautiful, isn't she?" she asked, still looking around the room. They'd been in many TARDISes, but this one…by far…was the most amazing. There was just something special about it, something different.

He turned to her, looking at her softly, squeezing her hand to get her to look at him, "However true that is," he smiled, "YOU are still the most beautiful PERSON I have ever known."

She laughed lightly at that, shaking her head fondly, "Now I know you're mad," she told him, glancing around the room once more, "A madman with a box."

"It's your box too," he countered with a pout, "It'll be OUR box."

"Our box," she repeated softly, "I like the sound of that."

He could only grin at her.

~/~\~

Ace frowned, "So what happened?"

"I left her there, on our planet. I…I made a terrible mistake and I knew it would hurt her. She would never forgive me and so…I ran."

~/~\~

He stood in the TARDIS, looking down at the console. He'd done it. He'd finally ended his Union with the most vapid, shallow, irritating woman he'd ever met. Honestly, how in the Universe she was related to his Kata, he'd never know.

God what had he done? He'd just left his…ex-wife…for lack of a better term...his son hated him…and now he was about to abandon the woman he truly lo…

He closed his eyes tightly, looking at the console, at the coordinates he'd put into the screen, Earth. He swallowed hard, he had to leave. Now. Before Kata could find him, before he could see the anger, the pain, the…hatred in her eyes for what he'd done.

He didn't want to do this. This was THEIR TARDIS. The one THEY were supposed to explore the Universe in. And here he was, about to go off, alone, without her.

He heard the monitor beep and looked down. Someone was coming, probably one of the guards of the museum. The TARDISes were all shut down in this wing, he'd powered one up, it was bound to trigger some sort of alarm somewhere.

He had to go…now.

He reached out and gripped a lever. THE lever. The one that would send him off, into the Vortex…without the Professor, his Kata.

He swallowed hard, hearing a door lock clicking outside the now thin walls of the TARDIS, he'd have to change that, put up shielding or something…

He pulled the lever, sending himself off just before the door to the wing could open.

He could only hope that, one day, she would forgive him, for everything.

~/~\~

"If she's your best friend, I'm sure she would have forgiven you," Ace said, "It can't have been that ba…"

"I separated from my Union…er, marriage…to her cousin," he cut in, "They were close, as close as sisters I think. They were always together, Mayra she…she would always call the Professor, they'd talk, meet up, help each other…"

~/~\~

"Where are you off to?" he asked, looking up from the Pika flowers. It had been only a few days since she'd graduated from the Academy, since he'd learned she'd been offered a position as an Academic, since her cousin Mayra had asked to meet with him…at dinner…

"Mayra contacted me," she sighed, having gotten up, brushing dirt off her skirt as she slipped her small comm. device into her pocket.

He could see it in her eyes, she didn't want to leave. It was a tradition for them, every year, to watch the Pika flowers blooming…and she was leaving earlier than usual. She was leaving…to meet Mayra…

"I didn't know you and your cousin were so close," he commented.

"Yeah, close," she murmured, "Closer than you think."

"What do you mean?" he looked up at her, confused.

"We're so close it's almost like we share a mind and one of our hearts," she sighed, "Do anything for her, me."

He frowned, there was something in her words…he couldn't really make out what it was, why she was saying what she was. He knew there was some sort of meaning behind it, but…well, she'd always said he couldn't think as fast as her. He shrugged to himself, she would tell him eventually.

"I have to go though," she told him, a sadness in her eyes, a reluctance, "She…she's nervous about meeting you tonight. I should go coac…calm! Calm her."

His brow furrowed as she covered her words, "…alright then?"

It was more of a question than anything. She was acting odd. But he shook it off, she was probably just concerned for her cousin. She was amazing like that. He sighed, shaking his head as she gave him a small smile and walked off, hitting a teleporter on her way.

He rubbed a hand down his face. He was dreading this meeting. The LAST thing he wanted to do was spend a minute with Mayra, let alone an entire dinner. But…she was Kata's cousin…he could do this for her. Give her a chance. Who knows…perhaps she wouldn't be as bad as he thought she'd be?

~/~\~

He winced at the memory, it was the beginning of the end for him.

"I broke from Mayra. I destroyed the Professor's family by doing that. I left her because I knew she'd hate me for hurting Mayra like that."

"Well, why don't you go back then?" she suggested, "Apologize. Ask her to come. I wouldn't mind it if…"

"I can't," he cut in, "I've tried to see her, to apologize, but…she's rather busy it seems. The High Council sends her all over the planet to help settle disputes and talk peace settlements, she's in Intergalactic Relations. I can't seem to get the timing right, be there when she's there," he looked at the screen again, "I asked my family to keep an eye on her for me, make sure she would be alright," he sighed, "That," he nodded at the screen, "Was a message from my brother she…" he swallowed hard, "She's regenerated. Apparently a negotiation turned hostile…"

"But she's alright?" Ace asked. The Doctor had mentioned regeneration a few times to her, she knew that it meant the woman had been near death, it had to be bad.

"She's fine," he said quickly, seeming pained by just the thought of her being in such a situation, "Quite the researcher now apparently…even more of an Academic than before…" he added the last part in a soft mutter, "I wasn't there…"

Ace was silent, she really didn't know what to say about that. She could see that he felt terrible about what he'd done, what had happened, but…she could see it, something beneath his words. He wasn't just upset that he'd hurt this Mayra woman, he was upset that he'd hurt the Professor.

"What was she like?" she asked.

The Doctor looked up at her, startled, "Wh…"

"The Professor," Ace answered, she could tell, he missed the woman. Talking about her would help him, reliving the best of her would help him feel better. Telling her about it, getting it all off his chest, sharing…it would do him wonders, "What was she like."

He blinked and stared a moment, "Um…" he smiled softly, "Rather a bit like you, to be honest…"

Ace smiled, "Really?"

He nodded, giving her a little laugh, "Oh yes," he looked at Ace fondly, "She was clever, far cleverer than me most times. She was brilliant in our studies. Everything, history, math," he shot a wink at Ace, "Science…"

~/~\~

"Theta!" she laughed, holding up her book to shield herself from his small attack with tiny paper balls, "You've got to concentrate!"

"I am!" he defended, laughing as well as he crawled around the floor of her room, trying to pelt her with the tiny bits of paper, "On you."

"Then concentrate on what I'm trying to teach you," she opened the book and pointed at a solar map, at one star, "What's this?"

"Um…a star?"

"No…really?" she rolled her eyes, "Honestly, that was just brilliant," she whacked him with a pillow, "You'll pass this exam alright…"

"Oi!" he clutched the pillow, moving to put it behind his back as he sat against her bed across from her, "No need to get sarcastic Kata."

"Do you want to pass this class Theta?"

He sighed, "What is it then?"

"Well, to start, it's not A star, it's two," she answered, turning the book to look at the star herself, "The dog star. Sirius. Binary system."

"Right, yes, of course," he nodded, "I knew that."

"Typically used by Earthlings to navigate, find the way home."

"They should rename it then," he remarked.

She looked at him curiously, "To what?"

"Kata."

She blinked, frowning, "Why?"

He smiled at her, "Because…when I'm with you…I'm home."

She blinked again and smiled shyly, looking back down at the book, a faint pint tint to her cheeks, "That's very sweet," she told him, "But it's not gonna put me off my stride," she laughed, taking his words to be a joke, a distraction, she had no idea just how serious he was, "What's this one?" she pointed to another. He frowned, looking at it intently, "Come on Theta, I'll give you a treat if you can name it."

His eyes widened a bit and he grinned, "Proxima Centauri."

She laughed, "Very good," she turned and opened a draw to her desk she was sitting against, reaching in and pulling out a small paper bag. She pulled something out and tossed it to him.

"Jelly Babies!" he munched happily on it.

"More where that came from," she told him, turning to hold the book up once more, "This star?"

He shook his head at her, she knew exactly what to do to get him to focus on his studies. He didn't know where he'd be without her.

~/~\~

Ace laughed at his wink, she was rather liking this Professor woman.

"She saved my neck a few times, got me out of trouble, always watched out for me…"

~/~|~

"Why did you do that?" he grumbled as he let himself be pulled out of the Academy and through the forests around it.

"Because if I hadn't, you'd have punched him," she countered.

"I wouldn't have punched him," he defended.

"Theta…"

"I'd have killed him," he finished.

She stopped and turned to face him just as they entered the small clearing where the Pika flowers would bloom in a few months, "Don't say that."

"He would have deserved it too!" he shouted, "You heard what he said to you Kata!"

"Yes I did," she nodded.

"Then why are you being so calm about it?" he pulled his arm away and started to pace frantically, "God! How could he even say that? I know he's angry, that he gets terrible migraines but it's no reason to take it out on you. I mean, I know he doesn't like you, I have no idea why, it's got to be impossible to dislike you even a bit…but to say that? And then to LAUGH about it? I honestly don't even know why I'm still friends with him, why I even continue to speak to him with the way he treats you. You don't deserve that Kata. You deserve to be happy and I promised, I SWORE to myself, I'd make you happy…I just…how could he be so cruel? How could he even think…is he THAT jealous of our friendship that he would take every opportunity to mock it? I was NEVER friends with him the way I am with you…if I was, I wouldn't have wanted to punch him so badly…no, not just punch, strangle him! It would have been right to clobber him, he shouldn't have been able to get away with that unpunished. He deserved a good thrashing. I know it, you know it…" he spun around to her, panting, "Why did you stop me Kata?"

"Because anger is always the shortest distance to a mistake," she said calmly.

And just like that, with a single exhale of air, he deflated.

She smiled softly, seeing him calm instantly at her words, she wouldn't lie and say she wasn't hurt by the words that had just been spoken inside the Academy, he knew they hurt her, so she didn't say anything about it for fear of it setting him off again.

"If you had hit him," she continued, "He'd have gone running to the teachers, who would have informed the headmaster. You'd be expelled faster than you can say Untempered Schism. You know the teachers are just waiting for an excuse to 'discipline' you. We've been lucky, they've never caught us. If you'd hit him…" she shook her head, "Call me selfish Theta, but I couldn't let you get kicked out…I'd be alone…I…I don't want to be here if you aren't. I don't want to be anywhere you aren't."

"Me either," he admitted quietly.

He took a breath.

She was right.

The Master had insulted her, again. She hadn't even done anything, not really, just tried to get the two of them to stop arguing. He'd made a biting remark about how holidays were coming up, had asked her if she was expecting to be invited over to the Doctor's home like last time…because, clearly, her parents couldn't be bothered with her and probably didn't even want her home for the holidays if at all.

He'd lost it. He knew EXACTLY how her life at home before the Academy was. And for the Master to say that…he'd never been so angry.

"Thank you Kata," he reached out and squeezed her hand, "You always have my back don't you?"

"Of course," she nodded, squeezing back, "Like you've got mine. The two of us."

"Forever," he smiled.

"Oh always!" she laughed.

~/~\~

He looked at Ace, the young woman was much the same. She seemed to think he needed someone to look out for him, much like the Professor did.

"She…" he cleared his throat, "She didn't have the best childhood…" Ace's smile faded, growing more empathetic, she too had had several traumatic events in her own childhood, "Her father…" he shook his head, he couldn't bring himself to speak of him, he hated even thinking about the man.

"She didn't talk about it much either," he added, seeing Ace's gaze turn distant as she thought on her past.

~/~\~

"Just leave it alone!" she shouted, stomping into her dorm room.

"I can't!" he argued, following her, "Why can't you just talk to me. I just want to help!"

"Because I don't WANT to talk about it!"

He winced as she slammed her door shut behind them, "You already have," he pointed out, "Not always in words," he added when she opened her mouth to argue, "In your expressions, in how you act, in how you react…" he took a breath, "You flinched when I met you again in the library after we'd gotten your wrist taken care of. You thought I was going to hurt you. You admitted someone hurt you. It had to be someone at your home. And the way you tense whenever one of my friends sit by you…you don't tense like that when your roommates do…"

She opened her mouth again but he held up a hand.

"And don't tell me it's because you know them better. You don't tense when any GIRL sits next to you, but you do if it's a BOY…at least ones who aren't me," he smiled softly at her, a bit happy and proud and relieved that she wasn't scared of HIM, "It…it was your father wasn't it?"

"Don't," she cut in sharply.

"If he hurt you…"

"Stop it!"

"You told me I was like a doctor the day after we met, I just want to help you!"

"I don't want your help!" she shouted. She swallowed hard, ignoring the pain in his eyes at her words. This was an ongoing argument with them. He didn't usually push her to talk, trying to wait, but…even Time Lord patience could grow thin. He was usually only like this, because he was concerned, because she'd had a nightmare or some other severe reaction to something.

She'd had a nightmare. Days ago. She hadn't been able to sleep since. It had been horrible, the worst ones were the ones where her father would hurt her…but then he'd appear and try to save her…only for her father to turn and go after him instead. She'd pretty much passed out in the library, at the top study area. He'd been studying across the table from her, not wanting to wake her…until she'd started screaming. He'd woken her up, managed to gather enough from her frantic cries for 'Daddy stop! Leave him alone' to grasp what she was dreaming of, managed to get her to admit to the first nightmare, her lack of sleep being obviously caused by it.

"I'm sorry," he whispered, realizing how he'd been trying to force her to talk about something she wasn't ready to confront yet. It was just so hard…to see her in such pain…and not be able to do a thing about it.

"Me too," she sighed, rubbing her head, "I just…I want to forget about it. All of it. I don't want to TALK about it."

He looked up, this was as close to an admission of what she'd endured as he'd ever gotten. He nodded, "Ok."

She smiled at him and walked over, hugging him, "If I ever do…you'll be the first person I come to."

He hugged her back tightly, his hearts breaking for her, "You promise?"

"Cross my hearts," she whispered.

And then he just held her close, hugging her, unwilling to let go.

~/~\~

He looked over at Ace, "She's so much like you," he told her.

The Professor was just like one of his other Companions, Sarah Jane Smith, in her emotions, her capacity to help and love, her quick wit, her words. But she was just as much like Ace in personality, brains, history…

As he looked at Ace he made a promise to himself, one he knew the Professor would have made herself she been there. Ace had so much potential, cleverness, determination, drive…he would have to make sure that she grew into it, used it to its fullest. He wouldn't let her waste her talent and her brains, he'd help her, teach her, as the Professor would have.

It would be difficult, he knew, he was nowhere near as excellent a teacher or tutor as the Professor had been, helping him get through school when he would struggle here and there. But he'd manage. He'd find a way to make her a stronger person both in mind and spirit.

"She sounds amazing," Ace remarked, pulling him from his thoughts.

The Doctor could only nod, "She is."

Ace smiled, "I'm still gonna call you 'Professor' though," he looked at her sharply, about to argue, glaring, when she held up a hand to stop him, "In her honor."

He blinked, startled, "What?"

She laughed, "If I call you that, then, in a way, she's here with us, with you, isn't she?"

He blinked again but Ace wasn't finished.

"She's your best friend, you care about her a lot, so she'll always be with you, in mind, in heart, in spirit. You said I remind you of her, so it's almost like she's here in personality as well eh? And I'm not the only one who's like her you know. You're pretty incredible too…Professor," she smiled at him.

He smiled back, perhaps it wouldn't be so bad holding her title for a bit…his hearts warmed at the thought that, by doing so, it really was as though the two of them were together again, exploring the Universe, saving civilizations, fighting enemies, and running, a lot…just as they'd planned. And one day, one day soon, he'd be able to do so, with her.

The two of them together, forever and always.

A/N: I just want to say, I'm so sorry for not updating this story. I swore I'd uploaded this chapter last week, but I must have exited the page before it finished. I thought this chapter was up until I got a PM and a review asking where it was. I thought it was weird that no one reviewed this chapter and went to check and nearly DIED seeing that it hadn't been uploaded. I reworked it a bit, putting in the flashbacks, I hope you enjoy! Sorry again!

And just a note on a review, yes, the Professor is slightly inspired by River Tam from Firefly :)

Next Chapter: The Magmazard