A/N: This overlaps the end of the episode because I love it and because, for me, it was the easiest place to start. Plus it's not as jarring for anyone who hasn't watched the episode recently. Anywho. Thanks for all the reviews, keep 'em coming!

Gridlock

"But what did he mean, the face of Boe?"

The Doctor stopped and turned to face her.

"'You are not alone.'"

"I don't know," he told her honestly.

Martha stepped towards him, smiling. "You've got me. Is that what he meant?"

The Doctor shook his head, the corners of his mouth twitching in sad amusement. Martha still thought of things being simple, as if being with someone meant you weren't alone. But the Doctor knew you could be surrounded by people and still feel like the loneliest being in the universe. "I don't think so, sorry."

"Then what?" she asked, unable to hide the sulkiness of her voice.

"Doesn't matter. Back to the TARDIS, off we go." He turned to head off again when he heard movement behind him. Turning back he found Martha sat in a chair, legs crossed and arms folded defiantly. "Oh right, are you staying?"

"'Til you talk to me properly, yes. He said 'last of your kind', what does that mean?" she demanded.

"It really doesn't matter," he told her, hoping to sound convincing. He didn't want to talk about any of it. Not with Martha. He'd barely told Rose anything about his past and Rose had never pushed. She seemed to just accept there were somethings he didn't want to share even when she had the right to know. If she'd asked more recently he probably would have told her, and if he hadn't lost her to the rift he definitely would have. He would have been all she had really, sure she'd had friends but she rarely saw them while travelling with him. They became a family of two in the TARDIS and that was the way they liked it.

"You don't talk. You never say! Why not?"

The Doctor didn't answer, his ears pricked up to the sound of voices. It was one of the most beautiful sounds he had ever heard. Full of love and hope for the future the people of the city now shared.

'Fast falls the eventide.'

"It's the city," Martha breathed, as enchanted as the Doctor, all anger gone.

'The darkness deepens.'

"They're singing." She looked over at him and watched as his eyes began to glisten. When he glanced at her she could see the unshed tears that were threatening.

'Lord with me abide.'

The Doctor looked at her. She no longer looked angry, she looked sad, almost pitying and he hated that look. He could just walk away, she'd follow eventually, she had to to get home but something had changed in the last few seconds. He realised unlike with Rose, he'd lied to his companion, something he'd always said he'd never do. She wasn't staying so what was the harm, this once, in telling his story? It wasn't going to be easy, it never was but Martha would only ask again and again until he got her home if he didn't tell her.

'When other helpers fail.'

It took him a few moments to find the right words and a few tries to get them out.

"I lied to you. 'Cause I liked it. I could pretend. Just for a bit I could imagine they were still alive underneath a burnt orange sky."

Martha's jaw dropped, she didn't really know what she'd been expecting him to say but what he said next bowled her over.

"I'm not just a Time Lord. I'm the last of the Time Lords. The Face of Boe was wrong. There's no one else."

"What happened?"

The Doctor hesitated for a moment, unsure that he wanted to continue but seeing the look on her face he came to a decision. Sighing, he picked up a chair and sat opposite.

"There was a war. A Time War. The last Great Time War. My people fought a race called the Daleks, for the sake of all creation. And they lost. We lost. Everyone lost." He gazed off, past her shoulder. "They're all gone now. My family, my friends, even that sky. Oh, you should have seen it, that old planet." His face broke into a smile momentarily before the corners of his lips turned down, holding back the tears that were glistening even more. "The second sun would rise in the south, and the mountains would shine. The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire. When the autumn came, the breeze would blow through the branches like a song and the fallen leaves would create a carpet that sparkled against the red grass."

Martha sat enchanted by him, imagining his home while never once looking away from his face. He looked wistful and proud as he thought on his planet and Martha couldn't help but ask. "What happened to it? You said even the sky was gone. Where did it go?"

He looked back at her, his eyes suddenly darker but Martha stood her ground.

"It's all gone. There's nothing left."

"But how? How does a war destroy an entire planet? Was it some kind of nuclear blast?"

"You could say that." He stood abruptly, stuffing his hands in his pocket. "Come on then. Time to get you home."

"Wait a minute. That's not an answer!" she called as he began walking in the direction of the TARDIS.

"Does it really matter?" he sighed, turning to face her.

"Yes!" she told him incredulously.

"Why?" he snapped. "Why does it matter how my home was destroyed? It's gone. That's all there is to it."

"No it's not. I want to know you! I'm travelling around through time and space with someone who hides who he is, don't I deserve some answers?"

"You could have stayed home, no one made you come." He softened at the look on her face. "Sometimes it's better to remember the way things were rather than how they are."

"You don't believe that."

He gave a self depreciating laugh. "No I do. I just can't do one without the other." Giving a deep sigh he gazed at the toes of his plimsolls. "Something happened that caused our primary star to explode. It burnt everything in its path." He looked back at her, his face devoid of emotions, completely unreadable. "There's nothing left Martha, nothing but rocks and dust."

"I'm sorry."

"Yeah." He pressed his lips together. "Well, I certainly know how to entertain, don't I?! Let you get kidnapped and trapped on an underground motorway, nearly get you killed a few times at different points in time and space." He gave her a half smile. "Sorry."

Martha shrugged. "It's not all that bad…. Did you get into trouble with Rose?"

"All the time," he chuckled. "Always running, never staying still. Rolling from one place to the next." He stopped at the monitor on the wall and gazed at the view. He and Rose had stood on that grass and watched New Earth. She'd jumped up and down beside him, excitement and happiness colouring her face. They'd stayed there for ages, lying on his coat, watching the cars flying by as he told her the city's history.

He drifted off for a few moments, remembering her laugh at him and saying how different he was. She'd kissed him in the hospital. Okay so she wasn't in control of her body but he hadn't realised at the time, not immediately anyway and although he'd been stunned he had enjoyed it. It had been a long time since anyone had kissed him like that and now here he was, back on New Earth without her. It felt wrong.

"Anyway," he sighed, returning his attention to the present. "Come on you. Back to the TARDIS."

Martha sighed beside him as they strolled back to the ship.

"Hasn't been much fun has it?" he asked.

"Actually it has, a little scary, but fun."

"Sorry."

"Why? This is your life isn't it? This is what you do, you save people."

"I suppose so." He reached in his pocket for his door key.

"So… who saves you Doctor?"

He gave a slight frown and his eyes darkened as he slid his gaze to her. "I don't need saving," he told her quietly, stepping through the door into the control room. "Right then." He clapped his hands and rubbed them together. "Martha Jones, are you feeling lucky?"

"What?"

"Fancy anywhere or when in particular or shall we just let the old girl choose?"

"I thought I was going home?"

"Well you can if you want to; I just thought seeing as this wasn't exactly trouble free maybe I could give you a replacement journey. Just the one, see if I can take you somewhere without getting one of us kidnapped or something."

"Really?"

"Yeah why not? Unless you want to go home."

"NO!" she said a little too loudly and quickly.

"Just the one trip mind."

"That's what you said last time," she said with a smile.

"So, which is it to be?"

"I don't mind, I'll go anywhere. You choose."

The Doctor nodded and set the TARDIS in motion.

'You are not alone.'

He shook his head at the echo. The Face of Boe was definitely wrong.

Sure, he had company right now, but he was more alone than ever.

XxXxX

A/N: Okay so next up is a double whammy being the Daleks in Manhatten. So hopefully I'll get through that this week. Having to watch them scene by scene as there are mp transcripts available. What a shame...more Doctor. The things I have to do!!! lol. Please review. The Next chapter of Maddness inside is up but please don't kill me!