R&R please! it'll make me happy :)

Athena woke up all tucked in and feeling very warm. She had been plagued with nightmares but she vaguely remembered the Doctor coming into her room last night. Whether it was a dream or if she was really awake when that happened, everything had been okay after she saw him. He was really good at comforting her. He understood her. He cared about her. After all of their fights and disagreements, they were still always there for each other. Maybe he did love her. She immediately realized where her emotions were headed. If she didn't start controlling herself, she would find herself completely in love with him and they wouldn't be able to handle that.

She then remembered she had yelled at him to get out. The look on his face, it hadn't been a dream. She felt a wave of guilt wash over her. She needed to find the Doctor, she needed to make it up to him.

She didn't bother to get dressed, instead she grabbed a robe. She walked towards the console room and didn't see the Doctor anywhere. She made her way to the galley and he wasn't in there either. She must've really hurt him last night, but she was scared. He, of all people, would understand. Maybe she could do something for him. She knew he liked bananas, he put bananas on almost everything they ate. She decided to make him banana bread.

An hour later she pulled the bread out of the oven, put it on a plate and sliced it up. She had no idea where the Doctor was so she started wandering the hallways. She came upon a dark wood door, she figured it was the library or his room. She knocked on the door and opened it a bit. It was the Doctor's room. She opened the door a little more and saw him asleep on his bed, not even under the covers. She cautiously walked in and saw he was in workout clothes. 'The Doctor works out? Wonder what's under those clothes…' she quickly stopped her thoughts. She knew, she had seen him naked, but then she tried to remember and she couldn't, she must've been too shaken up to admire. But she did remember leaning against him in the tree on Odelf and she could feel his muscles and lean frame. But why did she think that? She knew she liked the Doctor, a lot actually. He was the first person to treat her as a real human being for years. After coming from that sort of life, she was surprised that she wasn't totally in love with him already. She could feel that emotion creeping up. And it didn't matter if he said he loved her or not because he probably didn't, she was probably just a rebound anyways. But as she stood there, she suddenly realized she was being extremely creepy. She started to blush. She set the plate of bread down on his bedside table and quickly left the room. She shut the door and then leaned against it. Did she love him? 'No…no. No. You can't. There are probably laws against it anyways…but he is the last…no. You don't love him. You just like him. That's all.'

She ran back to her room, shut and locked the door, and then remembered that the TARDIS had given her an easel, canvas, and paint. She unwrapped a large canvas with the urge to paint but she had no idea what to do. She left her room to find the library for inspiration. The TARDIS must've known because the first door she opened was the library. She walked around the bookshelves, nothing really catching her eye. Then she saw a huge, leather-bound book resting on a table near a chair. The Doctor must've been reading it. She picked it up and looked at it. It was a book about Gallifrey, loaded with pictures. She found a picture of a city encased in a bubble. She took the book back to her room, she'd paint something for the Doctor.

The Doctor woke up as soon as he smelled Athena enter his room. In fact, the smell was a mixture of her and bananas and there couldn't have been a better smell in the world. He kept his eyes shut the entire time, which was a long time since, for some reason, she felt like standing and staring at him. He waited a little bit after she left and then opened his eyes. He had brought her a plate of warm banana bread; no doubt she had just baked it. So she didn't love him back, but she did like him enough to wake up early and bake for him. Maybe there could be something between them. He pushed the thought aside as quickly as it came. But then he smelled something else: pheromones. He felt a sly smile, almost a smirk, cross his face. 'Oh the things I'd do to her if I ever got the chance', he then shook his head to clear his thoughts. He couldn't be having these fantasies about a companion, no matter how attractive or mysterious they were. Attractive and mysterious, two of his favorite things. But he needed to remember his place. Athena was not feeling herself, no doubt about it. She had just been violated in the most awful way. He felt anger bubbling up inside him, he wanted to lash out at someone for what was done to Athena. He got another whiff of Athena's scent and the banana bread and calmed down.

He ate a few pieces of the banana bread and then got dressed. He was feeling sort of excited, but not his usual 'adventurous' excitement, something his older bodies rarely experienced. He did his best to quell his feelings and made his way to Athena's room with the rest of the banana bread.

Athena had started her painting. She painted the majority of the canvas orange when she heard a knock on her door. She threw a sheet over the painting and answered the door. The Doctor was standing there, in his usual brown suit, with the plate of banana bread. "It smelled so good, I had to try it before we could share." She laughed and moved aside to let him in. He looked around and sniffed her room, "what are you painting?"

"Just…things."

"Things." He tore some of the bread off and popped it into his mouth. "Fascinating."

"Yeah…" She watched the Doctor walk around her room with a sort of swing, a sort of swagger. He ducked his head into her bathroom and her closet, ran his free hand over her furniture, he was acting really strange. "You okay, Doctor?"

"I'm terrific." He gave her a sly smile that frightened her a little bit. "I've got a plan for us." He saw her tense up. No doubt she was still terrified and traumatized. She was just faking being okay. He set the plate down on a table near her couch and walked towards her. She backed away a little bit, only to run into the wall. She saw his eyes soften and then he stopped a couple feet from her. "There's this planet not too far from here. They have a month long summer festival. It's basically one giant carnival, would you like to go? You need out of your room." Athena visibly relaxed and let out a breath she didn't even know she was holding. She was shaking a little bit so all she could do was nod. "Good! I'll come get you once we've landed." The Doctor moved to open the door, "oh, and Athena," she glanced at him, afraid to make eye contact, "thanks for the bread." He walked out of her room and left Athena feeling very nervous. Why had the Doctor acted so strangely, so much like a predator? Was that what he did? Told girls he liked, or even loved them, just to get with them? He wouldn't get with her, not ever. She would never let him near her in that way.

As soon as the Doctor got to the console room the TARDIS mentally slapped him. He had scared Athena. He didn't mean to, he was just feeling…different. Excited. Energized. But he had screwed up. She was probably afraid of him now. He just had such a hard time controlling himself. He was rather proud of himself, actually. All he wanted to do was push her up against the wall and kiss her like he did that night they got back to the TARDIS after being tortured by the Kleops, no, snog her. To run his hands down her stomach or legs again. To carry her to her bed and…no. Instead, he stalked around her room, feeling everything, eyeing her up, scaring her. Something about her made his primal urges come out. It was bad, it was very bad. If the whole deal with the Kleops had never happened then maybe it could be a sort of game between them, like it was between him and Rose sometimes. But this was different, this was completely and totally different. She had just been abused. Even if she had wanted to play some game like this with him, she wouldn't want to now.

17 minutes later the Doctor could smell Athena approaching. He did his best to calm himself down. She walked into the console room wearing a short white dress and black leggings with black ballet flats. The Doctor smiled at her, she always looked stunning. "You look beautiful, Athena."

She mustered a smile and stood away from the Doctor. She moved to the other side of the console and looked at the levers and buttons. "Where are we going?" She asked, without even looking up at him.

"This small planet called Yorwe."

Athena nodded and sat down on the jumpseat.

"You've ever been to a carnival, Athena?"

"Once…when I was little."

"I think you'll like it."

Athena nodded and played with the hem of her dress. The Doctor had never seen her this quiet. He worried about her, he could tell she was very scared. Hopefully this trip would cheer her up, distract her a bit. And calm his libido down.

The TARDIS landed and the Doctor held his hand out for her. Reluctantly she took it and followed him out of the TARDIS.

They stepped outside and onto a sunny field. The Doctor started bouncing up and down like an excited little kid while Athena stood there. Out in front of them were rides and games and they could smell different kinds of food being fried or grilled. The Doctor was beaming. He looked down at Athena and noticed she wasn't even smiling, she was just standing there. His hearts sank. This carnival had been voted 'The Happiest Celebration of the Galaxy' three years in a row, how was she not at least a little bit excited?

"Come on Athena, let's go explore!" He tugged her arm and she obediently followed him into the carnival. He took them up to a ticket booth and they got enough tickets to last them the whole day. He dragged her to a food kiosk where they both got hot dogs and lemonade. The Doctor finished eating in a couple minutes and looked at Athena, who hadn't eaten anything and was staring at her food.

"We're on Yorwe."

"Uh huh."

"The native population look so humanoid and their customs, food, and history are so similar, that about 100 years ago the humans started living here too."

"Neat."

"We're in the year…oh…somewhere around 2750. Give or take."

"So I'm dead." She stared at him. A cold, blank stare.

"Well technically, yes. But you aren't, Athena. You're alive. You're alive and experiencing this huge event. It's in celebration of the arrival of the humans. Probably the only planet that celebrates it, to be honest. You humans are control freaks. Always exploring and conquering and invading. It's insane."

"Yeah." She started eating. Very slowly, but at least she was eating something.

The Doctor threw away their trash and he turned back around to face her. He took her camera out of his pocket, she had left it in the computer room when she had printed the pictures when she thought he was going to kick her out, so he grabbed it when he saw it. He kept forgetting to return it. Athena was looking away from him, not paying attention. He took a picture of her. She was absolutely beautiful. He set the camera around his neck, he figured she'd take it from him when she was happier.

The Doctor walked over to the table and held out his hand for her. The two of them started wandering around the fairgrounds. The Doctor took a few pictures of her, gaining him anything from a light punch in the arm to a small smile. He took pictures of the rides and the vendors, anything he thought Athena would want a picture of. This world wasn't much different from Earth, no interesting trees or clouds or animals.

The Doctor took her on a ferris wheel, where he took more pictures, countless roller coasters, and a few rides he would have never gone on but only went on because he saw Athena simply look at them.

After one of those obnoxious rides that straps you in and spins you upside down and around and you have no idea which way is up, Athena started smiling. The Doctor unharnessed himself and promptly fell onto the ground, making Athena laugh. She helped him up and the two of them left the ride with their arms wrapped around each other and laughing. "No more rides." The Doctor groaned. "I'm too old for this shit." Athena burst out laughing again and helped him sit down.

"Oh come on, how old are you? 30? Early 30s." The Doctor let out a sarcastic laugh and Athena rolled her eyes. "No older than 35."

"I'm 906."

Athena gaped at him, "No…no, that's not possible."

"I'm not human, Athena."

"Well I know but…wow. 906. That's insane!"

"Yeah…it is. Time Lords don't die. Well, we do, eventually. But what would kill you won't kill me."

"What do you mean?"

"Say I get shot. This body begins to die. This person dies. I transform into another man. It's called regeneration."

"Must be confusing, you meet someone and then they've regenerated and you don't recognize them." She laughed at her own joke.

The Doctor smiled at her, "We have a way of knowing who's who."

"I bet." She smiled. "So how long is the lifespan of a Time Lord?"

"Depends how careful you are. We have 13 bodies. Each time you 'die' you turn into another one. There really isn't an average out there."

"What body is this?"

"Number ten."

"How old is this body?"

"Oh…about five years. Just a bit more."

"Not very long then, huh?" The Doctor shook his head. "What's been your favorite body?"

"What do you mean?"

"Just your favorite!" The usual gleam was back in Athena's eyes. He smiled at her, everything seemed right with the universe again.

"Well…the fourth was fun. He was funny. He got along with lots of people, very amicable. I think it was my longest body. Hard to remember sometimes."

"Can I meet him? You said we can go back in time and what not."

"Can't cross my own time stream."

"Oh…figures."

"I like this one though. Probably my most handsome, to be honest." He smiled at her again.

"Yeah?" Athena smiled back at him.
"Yeah…four had insane hair." The Doctor ran his fingers through his hair, "nothing like mine." He winked at her and she blushed and laughed. All anxiety that Athena had felt earlier about being near the Doctor faded away. She realized she could still trust him, nothing had changed between the two of them. Well, a lot had changed, but nothing bad.

The Doctor started regaining feeling in his legs. "Let's get ice cream." Athena took the camera from out of his pocket and took a picture of him, sitting on the bench with a tired smile. She beamed back at him and got up, holding out her hand for him. He took it and they wandered until they found an ice cream vendor.

The two of them shared a sundae while they watched families and couples run around, too excited to simply walk.

"Why did you bring me here?"

"You needed a distraction."

"Yeah…" Athena put her spoon in her mouth, "pretty good ice cream for a carnival."

"I thought you said you'd only gone to one carnival, Miss Stephanie." He helped himself to a spoonful of ice cream as well, trying to get as much of the hot fudge as he could.

"But it's all fried food. Fried food is never good."
"I beg to differ."

"I guess. 906, you've been around the block."

"Quite a few times." He gave her a cheeky grin and helped himself to more ice cream.

After they finished the Doctor dragged Athena to a bottle game.

"What prize do you want?" The Doctor asked her.

"Cocky, aren't we?"

"I'm amazing." He bragged.

"Humble too." The Doctor smiled and wiggled his eyebrows at her. She rolled her eyes and pointed to a small alligator stuffed animal. "Good luck, Doctor." She held her camera up, ready to snap a photo of him failing.

"I don't need luck." He gave the game operator a couple tickets and he got three baseballs in return.

"Uh huh." She held down the button on her camera so it was continuously taking pictures. The Doctor winked at her. He closed one eye, aimed, wound up, and threw the ball at the bottles, knocking them all down with one shot. "What was that about luck, Athena?" She laughed out of pure bewilderment. "That was some sort of Time Lord magic, huh?"

"I'm excellent at cricket."

"If you say so." The Doctor handed her the alligator stuffed animal and took her hand. "I think it's time we went back to the TARDIS, what do you think?"

Athena nodded and leaned against the Doctor as they walked. He put his arm around her and breathed in her scent. Things were almost back to normal with them. They were nearing the edge of the carnival, and then they heard a crash. They both spun on their heels. The Doctor took the camera and alligator and stuffed them into his pockets. He took Athena's hand and they ran towards the crash.

A crowd was gathering at the opposite side of the fairground. There was a huge ship a few miles off in the distance. "How did we not notice that falling? That's huge!" Athena whispered to the Doctor. He shushed her and was straining to see the ship. What kind of ship had just crashed?

Suddenly, they saw just small specks flying out of the hull of the ship. The swarm split into two, one headed for the city near the crash site and the other headed for the fairgrounds. They were about three miles off, but getting closer every second.

The Doctor, thanks to his superior sight, was able to tell what they were before anybody else could. Before Athena could stop him, the Doctor jumped up onto a table nearby.

"Everybody, listen to me! These things will be here any second! I know what they are, they mean trouble. Run. Run as fast as you can. Get as far away from here as you can."

One particularly sassy native spoke up, "Who put you in charge?"

"You all have never dealt with these before. You need to run. Run!" As if to emphasize his point, the city that was on the opposite side of the crash burst into flames. "Run!" It didn't take any more from the Doctor, the natives were fleeing.

He jumped off the table and grabbed Athena's hand.

"What's going on?"

"Run!"

They sprinted all the way back to the TARDIS. The fairgrounds were deserted by now. The Doctor was having trouble with the lock on the TARDIS…of all the possible times…
"Doctor! What is attacking us?"

The Doctor turned around and looked at Athena with a look of pure terror on his face. "Daleks."

"But weren't those the things—?"

"Yes."

"They killed your—"

"Yes."

"They attacked Earth!"

"Yes."

"They killed so many—"

"Yes! I know, Athena!" Athena recoiled at his rage. "I'm sorry, I'm sorry, but we need to stay as calm as we possibly can. We can beat them, but it will be hard. Very, very extremely hard. Almost impossible." Athena nodded. She turned towards the crash site. The Daleks were flying over the fairgrounds now.

"Doctor!" It was a metallic voice, if you could even call it a voice. "We have located the Doctor!"

"Wait! Just wait!" The Doctor put his hands up in the air, trying to plea with the Daleks. "What do you want? Just tell me what you want."

"Revenge."

"You attacked Earth. You attacked a Level Five planet, I needed to defend them!"

"Revenge against you, Doctor! To make you suffer, so you have to live alone like us!" The Dalek took aim at Athena and the Doctor's hearts stopped. "Exterminate!"