The Doctor sat in silence on his bed. Through the wall he could hear quiet sobs.

"You just had to suddenly move our rooms next to each other, didn't you?" he scowled at the ship. But he knew it wasn't the ship at which he was angry.

It was well after one am. He knew Katari liked to stay up late; he could often hear her singing along to music that the TARDIS played through her room. But tonight was much different.

The sound of her crying had slowly ceased, but something told him she wasn't asleep. The TARDIS hummed at him furiously.

"Yes, yes, I know." He stood quickly then hesitated, only to be met with more humming. "Well, what do I say?"

There was silence from the TARDIS. "Oh, now you're just being stubborn." He narrowed his eyes and started for the door, only to trip over a box which he was almost entirely certain had not been there before.

Katari sat in the center of the large bed, still mostly covered by her quilt. There was a soft glow from her window, with images of an ocean of deep red lapping up on a beach. The TARDIS liked to change the scenery according to her moods, though if it were feeling more sympathetic it would be an image of the Doctor being slapped by Rose's mother, playing over and over.

"I thought I belonged here. Isn't that what those dreams meant? Isn't that what Sarah Jane meant? I am the Bad Wolf…doesn't that mean I protect the Doctor?" Her eyes wandered over the room, taking in what the TARDIS had helped her set up. A bookcase of her favorite books, moved surreptitiously from the library, an oversized plush couch with an antique blown glass reading lamp, and a closet that allowed the wardrobe inside to spin on a rack for easy pondering. A collage of pictures hung on the wall, some of her mother, a few of some college friends, one of her, Rose and Mickey at a concert, and one of her and the Doctor.

It had been that same concert. He hadn't wanted to come at all, but the three of them had forced him into some clothes that couldn't be deemed a suit, and had dragged him to the concert. It was some local band that had gotten a large following in the area. Their tunes were catchy, and quickly she, Rose and Mickey had begun singing along with the chorus to one of the songs. The Doctor had been eyeing the three of them with embarrassment until Katari had pulled him into her and forced him to move to the beat of the music. He had given her a bemused look before throwing his hands up and joining in with the singing.

She smiled sadly at the picture, "It's going to be tough to pack everything. Or maybe I should leave most of it here…for his next companion." A tear ran down her irritated skin, "Oh, I thought I was done with this." Katari patted it away, and blinked back the other tears which threatened to spill.

There was a short, quiet knock on her door. "Katharina?"

She stiffened at the Doctor's voice and remained silent, debating on whether to answer him or pretend to be asleep.

There was a pause from the door, then the Doctor knocked again, "I know you're not asleep. I just wanted to talk to y- talk with you, I mean."

"It's open." Katari heard the TARDIS unlock the door and the Doctor hesitantly pushed it open. He looked disheveled, his clothes rumpled, his tie knot pulled slightly down at an angle, and his hair was even wilder than usual.

"Um, hi," he cleared his throat nervously and stepped into the room, closing the door behind him.

"Hi," Katari held his gaze for a moment, before turning away to study her quilt with interest.

"I, um…I wanted…" the Doctor shifted his weight on each foot.

"Go ahead and set the coordinates for my apartment. I can be packed by morning." Katari's voice was steady, with a quiet forcefulness. "Just make sure it's not mid-school-year, so I still have a job."

"Do you want to leave?"

She looked up at him in surprise, "I thought…I mean…you don't want me here." It seemed more like a statement, but the Doctor heard the question behind it.

"Of course I want you here."

"Oh."

The room fell silent for a moment. Katari could feel the TARDIS humming in the back of her mind, as if prodding her.

"Doctor, I-"

"Katharina-"

The spoke simultaneously, then chuckled awkwardly. The Doctor spoke again first, "I wanted to apologize for my accusations. It wasn't right of me."

She nodded, "You were a complete ass, yes."

The Doctor sputtered, "You're just supposed to accept the apology, not call me names."

"I didn't know there was a manual on the steps for apology." She smirked at him and then her expression softened, "I accept, thank you."

The Doctor crossed the room slowly and sat carefully on the edge of her bed. "Madame de Pompadour died so young and had encountered things that history didn't mean for her to encounter. She had a mind that could grasp things beyond her time. I wanted to give her the chance to expand those thoughts. See the truth."

Katari nodded, "She was an amazing woman."

The Doctor smiled at Katari, "I seem to attract amazing women." His expression made Katari blush and look down. "There is only one Bad Wolf, though. Only one woman with enough knowledge of technology and the universe that she can easily accept what we come across. Reinette would have enjoyed seeing the stars and would probably have held her own in one of our adventures, but…it would have taken her longer to comprehend some of the things that we would have seen, some of the things that we will see. Not because she was closed minded, but because those sorts of things were a further reach in her time."

"I still have problems grasping some of the things we witness, some of the things we do."

Her comment was awarded with a grin, "But you're still here. And you always go along with it, no matter how ridiculous."

"Well, I suppose after singlehandedly destroying an entire fleet of Daleks, witnessing an old friend literally becoming a new friend, and attempting to find anything other than jam and bananas on an ever-changing space-and-time-ship, there comes a point where you smile and nod."

The Doctor grinned, "You know, if you want something else to eat I'm sure there's something in the extra storage room."

"Or I could just go grocery shopping the next time we're on Earth in my century."

"Weeell, if you want to go about it the boring way."

"I wouldn't call it the boring way as much as I would the safe way."

The Doctor laughed and made to stand from her bed but suddenly the TARDIS jerked ever so slightly, making him fall over instead, landing just on top of Katari.

Katari had little time to reaction and found herself inches from the Doctor's face, his body thrown over her own. "Um, hello, Doctor…" She coughed nervously.

The Doctor scrambled to climb off the bed without touching Katari, but his hand slid on the silk sheets below them and he fell against her once more, flailing his arms ungracefully.

Katari held her breath, trying to keep from thinking about the Doctor's body pressed against her own. He wore only his button up shirt and slacks, while she herself only had on her pajama tank top and boxers. The Doctor lifted himself up cautiously, pausing momentarily as he looked up at her face.

He cleared his throat, "I, um, I'm going to try to get up without slipping. Just, um, don't move too much. I don't want the bed to move too much and set me off balance again." He looked down at the bed, "It is far too slippery…"

Katari snorted before she could stop herself, "That's what she said."

The Doctor chuckled, "Or that's what he said…"

The two both laughed for a moment until the Doctor realized he was still lying on top of his companion. Cautiously, he steadied himself with his feet and lifted himself up. Once he was clear of the silk sheets, he scrambled quickly to get away from the bed before the TARDIS could hatch any more plans.

"Well, glad we got everything worked out. Go ahead and get some sleep. Maybe in the morning I'll have discovered some waffles or bacon or something." He smiled and moved toward her door.

"Oh, bacon." Katari settled herself back in the bed, straightening the sheets and the quilt. "See if you can find some cinnamon rolls too." She flipped off her lamp on her nightstand. "Night, Doctor."

"G'night, Katharina Ariel." The door closed quietly behind him.