Disclaimer: I don't own 'Doctor Who' or any of the related characters; you should know the drill by now

Feedback: I'd appreciate it, believe me

AN: Well, here it is; the chapter you've all been waiting for, as the Doctor finally says those three little words to Martha Jones (Hope you like it; this bit was not easy…)

Broken Faith

Later that night, in a distant quarry some miles away from London- the same location where, according to the information the Doctor had salvaged from the old UNIT files, the Master's TARDIS had first come to Earth during the second Auton invasion, the field now hollowed out for construction purposes-, the Doctor stood alone in front of a wooden pile, the Master's body lying wrapped and bound on top of the pile.

It wasn't exactly a traditional Gallifreyian funeral, he knew, but with the loss of the Matrix- especially after all the damage the TARDIS had sustained during his eighth self's last act as he fought to save the Nestene feeding grounds-, coupled with the need to keep Time Lord DNA out of the hands of anyone who might want to misuse it, it was the only way he could be certain.

Martha, Jack and Mike had all offered to help him out, of course- even the rest of the Jones family had volunteered their assistance-, but the Doctor had turned them all down; this was something he had to do himself.

Besides… after all the effort they'd gone to helping him get the TARDIS down to the ground from the Valiant- the coordinates lock had been easy enough to lift with the isomorphic controls, even if the ship still had some way to go before it had finished regenerating as it waited opposite Martha's parents' house-, he didn't feel right, asking them to help him say goodbye to someone who'd caused them so much pain.

They understood why he was doing it, of course, they just didn't want to participate themselves…

Standing solemnly off to the side as he lit the torch, the Doctor walked forward and set the pyre alight, stepping back to watch as the bound and wrapped body of his old enemy began to burn once more (Images of a man with a beard restored to full height by the healing fires of Sarn, only to apparently die as the calorific gas intensified the heat, flashed through the Doctor's mind only to be pushed aside; this wasn't like that).

It was over.

He was alone again…

No, he reminded himself, a slight smile on his face as he shook his head at that thought.

He might be the last of his kind…

But, as he'd told the Master time and again throughout the Year That Never Was, he had his companions.

They weren't always perfect- Klein alone had caused him serious trouble before joining him, and even after he'd grown to like them the likes of Leela, Tegan and Lucie had still given him more than a few headaches-, but they were his family.

No matter where he went in time and space, he would always have them.

With that, the Doctor turned around and walked away, leaving the fire to incinerate all that was left of the last Time Lord; he'd come back and see about clearing up the ashes after he'd taken a check on what needed to be attended to by the TARDIS's architectural reconfiguration systems…

"Time was," Martha said the next morning, leaning against the rails in front of the Pierhead Building on Cardiff Bay, looking out at the bustling streets before them, "every single one of these people knew your name. Now they've all forgotten you."

"Good," the Doctor said, looking briefly around at Mike and Jack as they stood on either side of him and Martha; Mike was officially meant to report for counselling at UNIT to deal with the memories of what he'd done under the Master's control, but he had requested a day or two to catch up with the Doctor before he left, resulting in him accompanying the other three down to Cardiff to drop off Jack.

"Back to work," Jack reflected, hopping over the railing to land on the other side, turning to look at the others with a slight smile.

"I really don't mind, though," the Doctor said, looking over at Jack with an apologetic glance; with everything that had been happening since they'd arrived in the present, he'd never had a chance to apologise to the other man for his earlier attitude. "Come with me."

"I had plenty of time to think that last year," Jack said, shaking his head slightly as he glanced back at the water-tower near Roald Dahl Plass. "And I kept thinking about that team of mine…"

He shrugged as he looked back at the Time Lord. "Like you said, Doctor; responsibility."

"Can't argue with that," Mike confirmed, nodding at Jack with a slight smile. "With everything this planet's had to deal with since the seventies, we need all the help we can get."

"Can't argue with that," the Doctor confirmed, holding out a hand to Jack, only to grab the offered hand and shove his sleeve back to reveal the vortex manipulator.

"Hey, I need that!" Jack yelled, as the Doctor pulled out his sonic screwdriver and aimed it at the device in question.

"I can't have you walking with a time-travelling teleport," the Doctor said, activating his favoured tool as he ran it over the manipulator. "You could go anywhere, twice- second time to apologise."

As much as he might trust Jack, with time the way it was now- with the rest of the Time Lords gone and only him left to 'pick up the slack'-, the less casual time travellers he had active at this point the better…

"And what about me?" Jack asked, looking at him with a renewed earnest look. "Can you fix that; will I ever be able to die?"

"Nothing I can do," the Doctor replied, shaking his head apologetically. "You're an impossible thing, Jack."

Jack smiled.

"Been called that before," he said, before he slipped into a slightly more respectful stance and saluted the three of them. "Sirs; ma'am."

As he turned around, the Doctor momentarily thought that was it, but then Jack turned to look at them again with a renewed question in his gaze. "But I keep wondering… what about aging? 'Cause I can't die, but I keep getting older; the odd little grey hair, you know? What happens if I live for a million years?"

"I… really don't know," the Doctor said, glancing over at his other two companions to exchange a brief smile with Martha; Mike's contact with the captain had been relatively limited, and so the reasoning behind Jack's question didn't strike him as much as it did the other two.

"OK, vanity," Jack admitted, shrugging slightly. "Sorry, can't help it; used to be a poster boy when I was a kid back on the Boeshane Pennisula. Tiny little place; I was the first one ever to be signed up for the Time Agency."

As he smiled slightly at the memory, the Doctor couldn't help but sympathise. The memory of nostalgia for old 'glories'- even if they had never been asked for- was something you never really got tired of; he still remembered the appreciation he, Jamie and Victoria had received during his return trip to Vortis…

"They were so proud of me," Jack continued, a wistful smile still on his face at the memory. "'The Face of Boe', they called me."

The Doctor was only just able to restrain the incredulity on his face at that last comment; the implications were almost shocking.

The Face of Boe…

"See you around," Jack said, before he turned around to hurry towards the water tower, leaving the Doctor and Martha staring incredulously after him.

"Can't be…" Martha said at last.

"No," the Doctor replied, shaking his head. "Definitely not, no."

As Martha began to laugh, the Doctor couldn't help but chuckle slightly himself at the mental images invoked; the thought of Jack Harkness, the most incorrigible flirt he'd ever met, becoming the Face of Boe…

"Well," Mike Yates's voice said, cutting through the amusement of the other two, "I'd best be off; I've only got a couple of hours to get to my first therapy session."

"You're sure you'll be all right?" Martha asked, looking at the man uncertainly. "I mean, I don't know what you did, but-"

"It's hardly the first time I've been under the control of something else, Miss Jones; I'll… get there, I assure you," Mike said, nodding at the younger woman before he snapped off a quick salute at her. "And congratulations on a job well done, ma'am."

"Thanks, soldier," Martha replied, saluting him back with a casual smile.

"Any time," Mike replied, before he glanced over at the Doctor. "Doctor, could I just… have a quick word?"

Noting Martha's curious glance, the Doctor simply shrugged apologetically and walked over to join Mike, the two standing a short distance away from Martha in the middle of the pavement.

"Tell her," Mike said simply, the brief glance at the woman behind the Doctor making it clear who he was talking about.

The Doctor groaned.

"Is it that obvious?" the Time Lord asked, rolling his eyes slightly as he looked at Mike. "I mean, first it was Ace, then it's you…"

"I did spend the better part of three years working with you, Doctor- not forgetting that brief meeting with the you who wore that cricket jumper and my later meeting with you when you wore that scarf-; even with the other differences taken into account, I've never seen you look at anyone you were working with back then the way you look at her," Mike said, a slight smile fading from his face as he looked at his old colleague. "It's… well, it reminds me of the way I used to look at Jo."

The Doctor didn't know how to respond to that. The possible relationship between Mike and his assistant- more than his assistant; Jo had been almost his daughter as far as he was concerned as time went on, really- had been one of those areas of daily life in UNIT where nobody was ever entirely certain whether to bring it up; even Benton and Bell's attempt to set the two of them up on a blind date- which the Doctor had interrupted to take them to Nooma and Karfel; he still felt a bit sheepish about the Nooman visit, even if Karfel had been fairly quiet apart from the discovery of Magellan's experiments- had been more of a joke than anything…

To have Mike bring it up like that…

Even after so many years- particularly with Jo's divorce taken into account-, the Doctor knew better than most that some injuries never really healed; the fact that Mike had willingly brought up something like that said a lot about how he felt about this issue.

"Do everyone a favour, Doctor," Mike said, smiling slightly at the Time Lord. "Tell her how you feel."

"A favour?" the Doctor repeated, looking uncertainly at Mike.

"A lot of us worried about you only ever having friends," Mike said by way of explanation. "There are some times when you need more than a friend by your side, Doctor; if you manage to find someone who can fulfil that role for you… I think all of us would be happy to see that."

Smiling broadly at Mike, the Doctor leaned over to give the former UNIT captain a quick hug before he pulled back, a broad grin on his face.

"Captain Mike Yates," he said, smiling in approval at his old friend. "You might go a little off at times, but you always come through when we needed you."

"Thanks," Mike replied, before he sighed and indicated the street behind him. "Well, I'll be off; see you around."

"See you," the Doctor replied, waving after Mike as the other man turned to hurry off towards a nearby taxi, leaving the Doctor standing silently on the pavement before he heard Martha coming up behind him.

"So… back to London?" she asked, looking curiously at the Doctor.

"Well… maybe not quite yet…" the Doctor admitted, nodding slightly as he looked back at Martha, a thoughtful expression on his face. "Before we go back, care for some dinner?"

Martha blinked.

"Dinner?" she repeated.

"Well, I know a couple of decent restaurants- just so long as we don't go to Bistro 10; I had an… awkward time when I was last there-, and I just thought it seemed like the best chance we'd probably get to talk about… stuff…" the Doctor said, trying to make his voice sound vague to avoid giving Martha any specific ideas; after the way he'd screwed things up so far, he was at least going to try and tell her how he felt the right way…

"If you're interested?" he asked, raising a curious eyebrow. "My treat, of course…"

"Sounds… good," Martha replied, smiling slightly uncertainly back at him; evidently the invitation had surprised her, but she was at least evidently willing to accept the offer. "Where and when?"

In general, the Doctor had to admit that allowing Martha to pick from the list of restaurants he remembered being in Cardiff was a good call; the Italian she'd selected- apparently on a combination of a whim and an interest in some Italian cuisine- had proven to be highly enjoyable, and the conversation as Martha told him about some of the people she'd met during the Year had been particularly interesting.

"Hold on; you met Fitz?" the Doctor said, smiling broadly at Martha at the reference to his old friend as the two of them tucked into their food, Martha enjoying a pizza- one of many things people had never had the resources to make during the Year- while the Doctor chewed on his stake after a starter of spaghetti. "He and Trix doing all right?"

"Yeah, they gave me a lift across a bit of South America; sounded like they were doing well for themselves before the Toclafane came," Martha said, smiling back at him.

"Yeah, well, they always did manage to land on their feet; Trix once went back to 1485 and ended up becoming an aunt figure to the princes in the Tower…" the Doctor said, smiling at the memory.

"Hold on; the princes in the Tower?" Martha repeated, looking at the Doctor with suddenly renewed interest. "As in, the princes in the Tower?"

"Richard and Edward prior to their supposed execution at the hands of Richard III, you mean?" the Doctor replied, nodding at her with a smile. "Yep, although that's actually not what happened; left the boys with a professor from the present who'd helped me out in the latest crisis after they were abducted by a bunch of crystal skeletons who wanted control over time… long story, but trust me; it happened."

"Right…" Martha said, her tone betraying a scepticism even as her smile made it clear that she was enjoying the current meal out.

The Doctor had to admit, he was rather enjoying this too, and not just because of the fact that it was the first decent meal he'd had since the Master captured him; he'd had bowls of varying kinds of slop up on the Valiant, and he'd been too busy getting the TARDIS repairs started since leaving the ship to bother about eating…

Then, as he looked up at Martha as she took another bite out of her pizza, her dark hair draped around her shoulders, dressed in the red leather jacket and dark trousers that she'd worn when she first entered the TARDIS, somehow looking more beautiful than Reinette or Scarlette had ever looked back when he'd known them, he remembered the main reason he'd come here (Not that he could have forgotten, of course; it had left him feeling somewhat panicked ever since he'd sat down).

"Martha…" he said, taking a deep breath- this wasn't something he was looking forward to, but if what he was going to say later went down well he'd rather get this said now than risk someone bringing it up later- to give himself more time to think before he continued, "this might seem like a bit of a change of topic, but… you remember… when we first met, you mentioned your cousin, Adeola? The one who died at Canary Wharf?"

Martha's breath caught in her throat briefly at the memory; even after over a year- two if she counted the now-erased reign of the Master-, the memory of her cousin's loss still hurt; the physical similarities between the two had left them feeling more like sisters than cousins, particularly given Martha's occasionally-rocky relationship with the more flighty Tish…

"What about her?" she asked, looking uncertainly

"I was there when she died," the Doctor said, his expression grim as he looked at her.

Martha blinked.

"You… you were?" she said, evidently trying to control her emotions at the implications of that statement (Although she wasn't jumping to the worst possible conclusion, the Doctor noted with relief; he'd just have to hope things progressed well from here). "How… how did it happen?"

"That's… complicated," the Doctor explained, swallowing slightly- God, he hadn't been this uncomfortable when he'd been forced to talk to the police and Jackie about why Rose had been away so long; why was this a problem?-, "She'd been… look, you remember the 'ghosts' that appeared before the Canary Wharf incident?"

"The ones that became those metal… things?" Martha asked, shuddering slightly at the memory; the sight of something that looked like an alien knight walking towards her as she'd been about to leave the flat; she'd only just managed to get back inside and up the stairs before it could really see her.

"Those were Cybermen," the Doctor explained. "They were human at first- actually came from Earth's twin planet originally, although those ones came from an alternate Earth-, but after centuries of drifting through space, they were forced to augment most of their pre-existing body parts with cybernetic implants, until they reached the point where they even had their brains altered to remove all emotion to cope with the pain of what they were doing to themselves…"

"Oh my God…" Martha said, staring in horror at the Doctor before she realised the implications of what he was saying. "They… they killed Adeola?"

"Worse," the Doctor replied grimly. "When I got to Canary Wharf- she worked for the original Torchwood; one of the computer programmers, as far as I could tell-, she was involved in an experiment to tap into a rift in the Void- the null space between universes-, which the Cybermen were able to use to gain access to this reality. In order to come through in greater numbers, they had to have agents on this side- people they'd converted to become like them-, and…"

He paused, looking at Martha for a moment to determine how she would react to what he was about to say, before he concluded his sentence. "And Adeola was one of the people they converted."

Martha's eyes widened in shock.

"Oh my God…" she whispered once again.

"It wasn't a total conversion- she still looked human-, but…" the Doctor began, pausing for a moment, his expression grim as he stared back at Martha, before he finally continued. "There's no easy way to say this, so I'll say it; the Cybermen completely replaced the thought processors of her brain with Cyber-implants, allowing them to use her as their inside agent to grant the rest of the Cybermen access to Earth. By the time I realised what was happening, she'd already opened the tear enough to allow the Cybermen through; all I could do…"

He swallowed, looking nervously down at the table for a moment, before he looked back at Martha. "All I could do was terminate the signal being transmitted by the implants."

"And that… turned her off?" Martha said, looking at the Doctor uncertainly.

"There was nothing anyone could have done," the Doctor said, his head lowered as he spoke, unwilling to meet her gaze. "I'd only meant to shut the implants down- I'd encountered the technology before and then it had only been basic motor control that was easily terminated; I'd assumed the Cybermen had done something similar here-, but the implants had gone too far into her brain already, taking out everything that made her who she was; with them deactivated, there… there wasn't anything left in her mind to keep her going on her own."

For a moment the Doctor and Martha just sat in silence, the Doctor giving Martha time to think about what he'd just said, before she looked back at him with a slight smile.

"Thanks," she said simply. "If those… implants… were all that kept her moving…"

She swallowed slightly before she looked at him again. "If there was enough of her in there to know about it… Adeola wouldn't have wanted to live like that."

The Doctor could only smile slightly back at her in response to that statement.

"Thanks," he said briefly, his eyes saying more than words ever could in that moment.

It hadn't been an easy thing to tell her, but it had to be done; if he was going to start… dating her, he supposed… he'd rather she knew about the roll he had in her cousin's death before he actually said anything else.

For the next few minutes, the two simply returned to finishing their food, subsequently ordering a couple of pieces of cake for dessert before the Doctor coughed slightly and straightened up in his chair, looking resolutely at Martha as he spoke.

He hadn't been this nervous since the time he'd tried to prepare the delta wave emitter to destroy the Dalek army at the end of his last body- that incarnation had lasted a ridiculously short time, really-, but he was going to say what he'd come here to say.

"Martha Jones..." he said, taking a deep breath as he looked at her, regret clear on his face. "If I ever made you feel you were second-best... or that you were a replacement... or that I didn't notice you... I'm sorry."

"It's OK-" Martha began.

"It's not," the Doctor insisted, shaking his head as he looked at her. "Martha, over the course of my lives I've had several companions- you've met some of them now-, but even when they were official replacements- like when Liz transferred back to Cambridge back when I worked for UNIT during my exile in the seventies and Jo was hired to take her place-, I never treated them as anything but their own people, but I got so caught up in my own pain after Rose... left... that I did it to you without even really realising I was doing it."

For a moment he looked down, unable to believe what he'd done back then- it was a miracle she hadn't left earlier, really; sometimes he could be a real prat in this body-, before he looked back up, trying to make sure Martha understood his sincerity. "Instead of doing what I should have done… doing what would be the right thing… and moving on… letting myself recognise what I had… I let myself get stuck in the past- which she'd already helped me get through in my last life- and looking at what I didn't have, always comparing you to her rather than looking at you as you… and realising…"

He smiled slightly at her. "Well, just realising how… brilliant you are, really- and I'm not just talking about after what you just pulled off, either."

Martha could only stare in silence.

She'd never heard the Doctor sound so... passionate... about something that wasn't Rose; he genuinely did seem sorry about the way he'd treated her...

But did that mean...?

"Look," the Doctor continued, looking increasingly awkward as he continued to speak, "I'm not good at this sort of thing- haven't been good at it in any of my bodies, really; the first seven or so just weren't that… capable… of connecting to people on that level- for so many reasons that I'm sure we don't want to get into right now-, my eighth body had too much other stuff to deal with- mostly memory-related- to really try and explore it even if he sometimes thought about it, and even my last incarnation couldn't exactly... well, we definitely won't go there; even I've only just realised just how screwed-up I was then," he said, waving a hand awkwardly before he looked back at her. "The point is that... well, when you get down to the essential details... what I'm trying to say here is... look, I know I'm going on a bit, but in the end... when Jack and I were trapped up there, the Master sending Rose down to try and talk me into giving up... with me not really listening to her, I didn't have much else to do but think… I realised that, for all that I hadn't seemed to connect with you… for all that I'd tried not to get that close to you after what happened to me last time…"

He paused for a moment, swallowed slightly nervously, and then looked Martha directly in the eyes. "I love you."

For a moment there was only silence, until Martha finally spoke.

"How dare you?" she said, her voice cold as she glared at him.

AN 2: Well, c'mon, after the way the Doctor treated her at times in the show- particularly after what she went through in "Human Nature" before the Family arrived-, did you really think I was going to make it that easy for Martha to accept this sudden shift?