Here's the next chapter. There is a bit of exposition but I hope the later part makes up for it. Thanks again for the lovely reviews and for hanging in there with me.

Disclaimer: I own nothing.

Chapter 13 . . .

Martha sat alone in the kitchen of the ship nursing a cup of tea and listening to the steady hum of the sentient machine and recollecting the conversation she shared with her fiancée or, more accurately, her ex-fiancée the night before. His initial response had been one of confusion that soon turned to frustration and anger. She knew he had a right to every one of those feelings after what she had done. Not only had she lead him on but she had also ended things like a coward over the phone while they were thousands of miles apart. She hadn't meant for the actual break up to happen just yet but when he kept up the charade of them being some happy couple the truth just came tumbling out. She began to tick off numerous reasons why she knew them going through with the wedding and marriage would be a mistake.

Surprisingly, Tom didn't try to refute any of her claims—at least initially—instead he chalked everything she was saying up to cold feet. He calmly stated that it happens to every couple and that it would pass. For a moment, Martha was unsure of how to react to his composed reply. Here she was expecting him to be angry or at least indignant but instead he was talking as if she just said she wanted to change the color of their flat. She finally recovered enough to respond that it was more than cold feet and told him truthfully, that she had been unsure of things from the very beginning. This finally got a more passionate response from him as he quietly pleaded for her not to make this decision emotionally. He lamented not being there enough to reassure her and making promises of no more long trips once they were married. Martha had sighed and told him again, more firmly, that there wasn't going to be a marriage. She told him she would not be responsible for them both being miserable for the rest of their lives.

That statement silenced him for a long while to, at one point, she called his name to make sure he was still there. It was then that he asked her point blank if there was someone else. The question gave her pause. It was true that spending time with the Doctor again had precipitated her actions but it wasn't because she was expecting or even hoping for something more than regaining their friendship. She learned her lesson well that friendship was all she should and could expect from the Time Lord. Yet it was the things she had seen with the alien that had directly affected her decision to end things with Tom. Watching both the Doctor's daughter and River sacrificing themselves to save so many just showed her how quickly life could be lost and to spend the precious little time they were given being unhappy and unsure was no way to live. She did not want to look back and have regrets and wonder what if.

It was with these thoughts in mind that she then explained to him that this was about her and no one else. Whether or not he believed her she might never know because with a flash of anger he had never directed at her before, Tom began ranting about how short sided it was for her to give up something so good because she was afraid of missing out on something else that may or may not be better. He went on to add that no one would love and care for her like he would. He concluded by telling her why he had called in the first place which was to let her know his mission had been cut short and he would be back in less than a week's time. He bluntly stated if she was not at their flat to greet him then he would know exactly where they stood.

The bitterness behind his words shattered Martha some. She'd caused this and knew she had to bear the consequences but when he, without so much as a good bye, ended the call she felt tears sting her eyes. They were tears of regret for hurting him and sadness because she knew as she put her phone away that would be the last time she and Tom probably ever spoke. Martha was also well aware that there were sure to be more repercussions to come for her action, namely her mother. She knew Francine would do everything she could to convince her to return to Tom once she found out and if she even got an inkling that the Doctor was involved in her thought process, she knew she would never give Martha a moment's peace. She sighed inwardly and hoped that Tom would not contact the older woman or vice versa before she got the opportunity to speak with her first. She, though, was nowhere near ready to have that conversation yet so as she silently prayed for a reprieve she was joined, unbeknownst to her, by Donna.

The bubbly redhead strolled into the kitchen and noticed the daze look on her friend's face that had been planted there since their adventure in the library. Her demeanor had been more somber than even the Doctor's and she wondered if something more was afoot with the young medic. Though the pair had an almost immediate rapport, Donna was still in the process of feeling out her newest friend's moods. She didn't want to overstep yet, just like with the Doctor, she felt it didn't pay to let things fester when a brief conversation might alleviate the situation. The trio had been floating around the vortex for a couple of days attempting to decompress and it was during this time Donna really noticed how withdrawn and reflective the younger woman appear and finding her again looking so lost in thought heightened her curiosity and concern.

Finally she decided to simply take the plunge and animatedly plopped into the seat directly across from the daydreaming woman. Martha instantly started at the unexpected interruption.

"Oh, hey, Donna. What's up?" she asked.

Donna looked her over a minute more before smartly retorting, "I should be asking you that."

"Sorry?"

"For the past few days you've seemed really down. I know we don't know each other that well yet but I get the sense that something is troubling you. Are you still thinking about River?"

Martha sighed. She hadn't realized her mood had been written across her face but now that she had been caught out she felt that a bit of an explanation was in order for her shipmate. So with a faint smile of assurance she softly replied, "Yeah . . . I have. Witnessing her life being snuffed out so suddenly got to me and also got me thinking about my own life."

Donna returned her miniscule beam, "Come up with anything interesting?"

"Sometimes I wish I had taken a different path. Maybe instead of becoming a doctor like everyone in my life urged, I could have been an artist, things like that. I was so used to being the "good girl" of my family doing whatever was expected of me that sometimes I feel like life actually passed me by. I was an A student, went to medical school, became a doctor and was all set to marry a doctor because it was what, I believe, was expected. Not that I regret becoming a doctor and being able to do some good in the world but what if I found a different way to make a difference? Would my life have been more . . . fulfilling? I often feel like I never really took the time to just be me, you know? I think I really need that now and that's one of the biggest reasons why I accepted the Doctor's offer to travel with him again. Maybe the time away will help me with that."

She finally paused to take a breath and laughed a bit at herself before adding, "Sorry for the soliloquy. I guess I really needed to get that off my chest."

A smile of understanding and a nod greeted her, "Not at all. I did ask and I actually can relate on some level. I'm like the opposite of you in that I was the underachiever of my lot, at least to hear my mum tell it. It seemed she could never pass up the chance to criticize me or relay how disappointed she was in me as a daughter. I know, in her own way, she loves me but her idea of help often consists of nagging me into something better. I, too, sometimes wished I could just be given the opportunity to figure out what I am good at without outside commentary. Meeting the Doctor afforded us both that luxury which I think we can both say is a blessing and a curse. Usually we're so busy running for our lives we just don't have time to fret over anything else."

Martha chuckled at her statement and Donna joined her. It seemed a chat was exactly what she needed because Martha now found herself more relaxed in the other woman's presence. Donna sensed the less contentious mood as well making her feel comfortable enough to inquire about a statement Martha made earlier in her speech.

"You said earlier that you were set to marry a doctor . . . past tense."

Martha's smile faltered a bit. She realized the slip seconds afterwards but had hoped Donna hadn't picked up on it as she plowed ahead. No such luck, she thought. Though she knew she didn't have to share about the breakup, she found her easy affinity with the redhead wouldn't let her do anything less.

With a quiet sigh, Martha eventually answered, "You heard right. That's the other part of my more reflective mood. I ended things with Tom last night."

Donna immediately was more solemn as she returned, "Oh, Martha, I'm sorry. What happened?"

Martha shook her head, "I just couldn't go on pretending being with him was what I wanted. In the long run, I think it is what is best for both of us."

Donna only nodded this time but her steady gaze told Martha there was something more on her mind, so she prompted her.

"What?"

The redhead hunched her shoulders, "I guess I'm just curious. This change of heart . . . it doesn't have even a little to do with a certain, skinny, hyper alien who fancies trainers?"

Martha smirked at her description, "I'd be lying if I said he didn't play a part but not in the way you might be thinking. I truly have no illusions where the Doctor is concerned. I understand there are severe limits to what he can give to anyone and his friendship is something I cherish too much to lose over imaginings of something more. This time around I intend to live and let live and enjoy the ride for a change."

Donna gave a knowing smile. She knew that friendship alone would not suffice for the lovelorn Time Lord. If Martha truly believed that was all he was capable of with regards to her, she knew the youngster was in for a rude awakening somewhere down the line. Donna had seen the Doctor determined a few times since she'd been with him and he somehow always managed to achieve his goal. He appeared to now have his sights set on the lovely woman sitting before her and Donna was glad of it and willing to play her part to see that these two got the chance to be happy together if they so desire.

So in a motherly fashion that belied her actual years, she patted Martha's hand as it rested on the table and cryptically replied, "There's sure to be plenty of surprises on this ride."

Martha gave her a smile and a nod, missing the innuendo involved as she playfully retorted, "With the Doctor how could there not be?"

The Doctor knew he should have announced his presence the second he heard his two companions chatting but when Donna asked about a change of heart and whether he was the reason, he could not make himself interrupt. As he listened intently to Martha's response both his hearts sank more than he imagined. To hear her all but say she'd given up on anything deeper than friendship happening between them caused him great sadness. Again, he knew it was his own fault. After all the times he had pushed her away and made her feel as if she could never measure up, she had finally taken the lesson to heart and was unwilling, at present anyway, to risk anything more than friendship on him.

He took a moment to push back the panic threatening to rise with that revelation and then desperately began to search his vast mind for some way to convince her that he was indeed ready for more with her. It only took a few moments for the idea to come to him once he calmed himself. As was so often the case of late, Donna was again giving him a nudge in the proper direction, even if she wasn't aware of it this time. Her side of the conversation made him realize what it would take to gain her trust enough to let him back in to her heart again. He smiled a small smile of satisfaction before finally taking steps towards what he hoped would be a new beginning for he and Martha.

Eventually waltzing into the kitchen, he sunnily greeted his shipmates, "Ladies."

Both looked up and smiled. Martha's gaze, though, lingered as did the Doctor's. Donna watched and smirked inwardly. These two maybe the death of her, she thought. Sensing the change in the atmosphere with his arrival, Donna decided to make herself scarce, hopefully giving the duo a chance to chat. Slowly she rose from her perch and promptly made an excuse to leave them to it. After she walked out the kitchen, the Doctor eased into her seat and placed his focus on Martha. There was an extended silence that soon became unnerving for the young doctor and she finally broke the stalemate, "Is there something on your mind?"

He held his tongue a beat longer before frankly replying, "You know, you can talk to me too."

"I do talk to you," Martha replied a bit bemused.

"I mean about things important to you. I've noticed that you and Donna have gotten on quite well and seem to chat all the time. You can do that with me as well is what I meant."

His declaration brought an extended examination from his mate. Martha was shocked for sure but also intrigued. She decided to press him and just as abruptly retorted, "Really? Because the Doctor I knew used to hightail it to the ends of the universe anytime "the personal" was even hinted at."

The Doctor's first inclination was to become defensive. He had in fact shared with her more about himself than with any previous companion. He briefly recalled their talk in New New York in which he revealed the fate of his home world and its people. Yet he knew if he took that tract he would lose ground with her and end up in an argument that he knew he could not win. Because as much as he had disclosed, he knew she was right that he mastered the art of only giving out what he wanted to and also rebuffing any attempt at reciprocity. After the Time War and then losing his first real attempt at something more personal afterwards, he had closed himself off from such things and unfortunately, Martha bared the brunt of his grief.

Yet even then, as he attempted to keep her at bay, he knew that Martha was something special and might have become something more if it had not been for his hurt and pride. So biting back his usual clipped retorts in such situations, he instead offered a patient sigh as he matter of factly returned, "Even Time Lords can change, Martha."

Her initial response was a raised brow to which he persisted, "Try me."

Martha studied him again for a long moment. She was still unsure of what was bring this on or if it would last but, for the moment at least, he seemed completely genuine about his interest in what she might say and knowing that he would eventually learn about it anyway she finally exhaled and candidly offered.

"I broke things off with Tom."

The Doctor prided himself on his ability to look completely unaffected by even the direst of news or situation but at those six little words he found himself having to concentrate very hard not to let a laugh of relief and glee. The news that Tom was no longer in the picture was like all of the best holidays rolled into one for him. She was free again and that knowledge enhanced his determination not to mess things up again. His eyes scanned her face briefly and found that she did not appear overly upset by the declaration, which also pleased him but he knew he had to play it cool or risk alienating her. So with a stoic countenance and as much sympathy as he could muster, gently said, "I am so sorry, Martha. What happened, if you don't mind me asking?"

Martha unabashedly held his gaze as she plainly replied, "I just finally admitted to myself what I always knew deep inside. That as good a man as Tom is, he was not and is not the man for me. On paper we seem the perfect pair but the reality was I never felt for him what a woman should feel for the man she was planning to marry."

The Doctor examined her thoughtfully. He knew by the way she spoke this was no easy decision for her but also that it was probably for the best. Martha, though, took his quiet contemplation as him being uncomfortable with the entire conversation. She was pretty sure he was thinking of a way to end it as quickly as possible, however, his next words refuted that belief.

"I know that couldn't have been easy. Not only ending things but realizing it was the right thing to do and from what you've said, it was the right thing."

Martha gave an appreciative smile at his thoughtful reply, "Hopefully, one day, Tom will see it that way as well. I know we would have only, eventually, made each other miserable."

Softly, the Doctor replied, "Somehow I find it hard to believe anyone would be miserable being with you, Martha."

For a brief instant she thought to fire back that he had in fact done a pretty good job of playing that part but when her eyes remained locked with his she could sense that he truly meant what he was saying and she immediately felt herself begin to blush at what was meant as a subtle compliment. The Doctor, of course, noticed the flush and gave her a coy smile of his own, prompting her to attempt to get the spotlight off of her.

"So enough about me . . . How are you—really?"

The Time Lord hesitated at her question. He could sense this had the possibility of being another defining moment in this new relationship they were attempting to forge. As her deep brown eyes considered him, he knew she was testing the waters with him, ascertaining if things were indeed changing between them. In the past he would have blown off the inquiry and moved along to the next thing as a distraction but he knew that would not fly now. He had always been rubbish at sharing his emotions, usually choosing to push them aside and move forward, but he knew if he did that now—shut her out—she would take that as a sign that he wasn't sincere about changing their relationship. So with a quiet sigh, he returned his steady gaze to hers and frankly plowed forward.

"Honestly . . . it's all starting to get old with me. Having people I know and care about being hurt in my name is becoming draining. I often find myself wondering if I'm doing more harm than good by bringing other's into my world."

Martha was momentarily speechless. It wasn't what he admitted, though it was major, but the fact that he admitted it at all that had stolen her ability to speak. She truly expected him to fall back into old patterns but he had been refreshingly forward with her and she had been unprepared for that. She did eventually gather herself and unreservedly rested a hand upon his as it sat on top of the table.

Then in a warm, soothing tone, she answered his concerns, "Trust me, Doctor, you do far more good than harm. When I met you I was so focused on my studies, that I was barreling down the road to being sanctioned. The moment I decided to join you on the TARDIS, you opened a whole new realm of possibilities for me. I saw, truly saw, the world for the first time in my life. I have never regretted making that choice just as I am sure many of your other companions would attest to."

It was his turned to smile and flush slightly at her encouraging words. Then a bout of sobriety hit nearly as quick as he quietly replied, "Unfortunately not all of our time together was so grand."

"No, it wasn't but I still would not trade the experience for anything. The good and not so good help to change and shape me into the woman I am now. Besides, you were not fully to blame for how our first go around went. I think we both played a role in how things ultimately played out. The need for firm boundaries was not addressed and that made for more tension than would have been had we both been more direct about what our relationship was. Now that we have both had time away I think we understand now that what we have is a strong friendship and I imagine that will make for a more relaxed atmosphere for the both of us this time around."

The Doctor's countenance sadden some at her final words. He wanted to be her friend, of course, but not just that. Not anymore. Martha figured his sadness was simply some lingering regret about having hurt her before and so she gave his hand a reassuring squeeze. He glanced down at her hand covering his and briefly imagined what it would be like to hold it firmly in his and even bring it to his lips as a sign of something more than "friendly" affection. He closed his eyes briefly, trying to compose and reassure himself that he would use every opportunity at his disposal to make that scenario a reality.

As his eyes slowly drifted open, he found her looking upon him with a look of peace that made him smile.

"So does this mean you will be staying on for a bit longer?" he finally asked.

Martha worried her lip a bit before finally nodding, "If you and Donna don't mind having a third for a while longer."

His smile only grew, "There is no question."

She finally smiled back at him, "Alright then. Where are we headed next?"

Gently and a bit reluctantly, he slid his hand from under hers and began to rise, "Well, Dr. Jones, that will be entirely up to you. Anywhere you'd like to go."

Martha rose as well and playfully tapped her lips as if in deep thought before inquiring, "I wonder if Hippocrates was really as wise as all my lecturers presented him?"

The Doctor bounced slightly on his feet as he joined her in the banter, "Actually, I found he wasn't as clever as advertised but I'll let you form your own opinion. Shall we?"

Martha nodded her approval as he gallantly motioned her towards the door. As she obliged, he studied her one last time. He knew now it was only by doing the little things, taking a genuine interest in what was going on with her, as well as opening up more to her that he was going to gain his ultimate desire.