A/N: new chappie! enjoy!

Chapter 35: Thirty-five Adventures

"It's quite a machine you have, here, Doctor," Perkins chuckled, looking under one of the panels under the console of the TARDIS, Scotty watching him from the stairs leading down to it and Elvis, Olivia and Clara standing around the console itself. Perkins shut the panel and stood to face Scotty. "I won't pretend to understand half of it. Having said that, I did notice you've got a couple of drive stacks that need replacing."

"Oh, you did, did you?" Scotty smirked before turning to head up the stairs, Perkins following as Olivia scoffed.

"Yeah, you should get someone in," Perkins advised, making Scotty stop at the top of the stairs to face him as Olivia stepped up next to the Time Lord to lean on the railing. "And a job like that takes forever."

"Really?" she smiled, glancing at Scotty slyly and making him frown at her before he seemed to realize what she was thinking. "Sounds like anyone he did get in might be easier to let them stay on board for a while, don't you think, Doctor?"

"Just what I was thinking," Scotty nodded, slightly before looking to Perkins and asking, suggestively, "I don't suppose you'd know of anyone?"

Perkins gave a small, sad smile before replying, "No…sorry, Doctor but I don't think I do. That job could, uh…change a man."

"Yes it does," Scotty retorted, as Olivia pouted in disappointment before scoffing when he added, "Frequently."

He turned and made his way to the console as Olivia waited for Perkins at the top of the stairs to hug him, tightly.

"It was a pleasure working with you, Perkins," she smiled.

"Likewise, Miss Felton," he nodded before glancing to Scotty and leaning closer to murmur, "Don't be too hard on him, yeah? Forgive him."

"Forgive him?" she frowned in wonder before guessing what he must have meant. "I already have, Perkins. We're not fighting anymore."

"Then why does he still look in pain when he looks at you?" Perkins asked, making her frown at him in confusion.

"Well, I won't keep you," the Doctor called, suddenly approaching the two and holding a hand toward the engineer. "Goodbye, Perkins. Good to meet you."

"You too, Doctor," Perkins smiled, shaking his hand. "And good luck."

Perkins made his way toward the doors, glancing around the room and tipping his hat to Clara and Elvis before stepping out and shutting the door behind him. The four left glanced around as Clara turned to Scotty, looking ready to say something, but she stopped when she glanced to Elvis and Olivia.

"Theta, why don't we go change out of these clothes?" Olivia suggested, taking Elvis' hand and leading him toward a set of stairs. "We can't show up back home looking like this, can we?"

"But, Liv—"

"Shut up and come with me," Olivia quickly whispered before smiling toward the other two as she dragged him after her. Once they were down the stairs and in the hallway leading farther into the TARDIS, she turned to him to apologize, "Sorry, but Clara looked like she needed to say something. I didn't want it to get awkward."

"More awkward than two Doctors in a TARDIS that's fallen into another?" he smirked, making her roll her eyes with a smirk. "Speaking of, how did the two of you get on? Has he swept you off our feet yet?"

"Very funny," she muttered, but he frowned at her tone. She didn't sound amused at all.

"Something wrong?" he wondered as they turned a corner.

"He's different," she replied, her hand tightening on his.

"This is a different reality, Liv. His history is different from mine."

"I know, but is it so different that he's become so… I can't even find a word for it."

"Well, his history with you might have something to do with that."

Olivia froze in her tracks, making him stop and wince at himself, recalling he'd promised his other self that he wouldn't say anything. The Doctor turned to her as she stared at him in wide-eyed disbelief, making him lift a hand to bow his face into it.

"Tell me," she blurted.

"No, Liv. I promised him I wouldn't."

"Then why did you say that?!"

"It just slipped out! Look, just let him tell you, alright?"

The TARDIS shuddered and lurched, making them stumble into the wall, the Doctor pinning her between it and his body.

"Looks like we're on our way," he noticed.

"On our way to where?" she wondered as their gazes met.

"Your guess is as good as mine," he shrugged. "Maybe he's taking Clara back? You did say this was their last adventure."

"Oh, I dunno," she smirked, slipping her arms around his neck. "I think she changed her mind. And I have a feeling you might have changed it for her."

"Now you told me no interfering, remember?" he smirked back. "However, we did do a good amount of talking while we were trapped in that little room."

"Well, at least you two got along alright," she shot back. "And, about that, what took you?! I thought you would've been out of there in no time!"

"Well, maybe I deliberately held back to keep her out of as much trouble as possible?" he replied, innocently, making her roll her eyes. "You told me to keep her out of it."

"Yeah, yeah," she sighed, shoving on his chest, slightly to get him to step back. "Let's get changed."

Later...

"You have to tell her, Doctor," Clara told him. "She deserves to know before she leaves. It might give you some kind of closure too."

"Clara, you weren't with her much, but there's something you need to know about Olivia Lydia Felton," he retorted as they stood at the console changed into their regular clothes and waiting for Olivia and Elvis. Scotty leaned closer to Clara to explain, "She doesn't react the way normal people do. She's more unpredictable than the weather…on any planet. You'll think she's going in for a handshake, but she'll surprise you with a slap to the face. You'll think she'll give you sympathy, when, again, she'll slap you in the face. Trust me, I'm not afraid of telling her, it's how she'll react that I'm worried about."

"I'll react even worse if you don't tell me."

Scotty and Clara looked to the stairs as Olivia and Elvis made their way up and headed toward the console.

Olivia was dressed in blue skinny jeans, black Converse, a purple tank top covered by her signature blue leather jacket and her raven hair was pulled up into a high ponytail, wrapped with a burgundy ribbon tied into a bowtie. She stepped closer to him to reveal Elvis stepping behind her in a very similar suit to the one Scotty was wearing, but he had a red waistcoat on over his white, button-down shirt and his blue suede shoes on his feet.

"Alright, Scotty," Olivia began, leaning on the console next to him as he kept his eyes on her. "You're gonna tell me everything, and you're gonna tell me now."

"Clara, why don't we leave these two to talk it out, yes?" Elvis suggested, holding a hand toward the brunette as Olivia glared at Scotty, who only fiddled with the console. "We'll be in the library if you need us."

Neither one looked to the other two heading toward the stairs leading into the hallway. Olivia kept her gaze on him as he still fiddled with the console, making her stand tall and fold her arms in front of her as she waited for him to look at her. The Doctor finally stood tall, flipping one last switch before turning to her and gripping the screen attached to the console to push it toward her. She gave a frown of wonder before she looked to the screen, her eyes widening when she saw a picture of herself next to a man with blue eyes and long brown hair dressed in a sort of old west style.

"That's me," the Doctor explained, making her gaze shoot to him. "I was in my eighth regeneration when we met. That was on your birthday."

"So we did meet," she nodded, leaning forward on the console again to look at the picture, taking in what he had looked like back then. "Did we travel together?"

"Yes," he replied. "We had exactly thirty-five adventures together before…"

He trailed off, making her look up at him in wonder but he sighed and took her hand to pull her away from the console and toward the set of stairs leading under the console, sitting her down on the top step while he paced on the platform at the bottom step. He seemed to come to a decision and stopped to face her, shoving his hands into his pants pockets.

"I'll tell you how we met first…"

Decades Earlier...

"Not again," the Doctor sighed, standing from his huge, wingback chair to head for the record player and adjust the needle, stopping its skipping. He was about to head back to his chair when the TARDIS suddenly thrashed, causing him to grasp the edge of the console and look to the screen above it. "Oh, don't you start misbehaving!"

He ran around the console, making adjustments and trying to keep himself on his feet as he tried leveling the ship out. The ship suddenly shuddered to a stop, making him frown in wonder at the cylinder in front of him before looking to the screen for his location.

Los Angeles, California, USA 12:30 am January 1, 2000.

"Now what's happened?" he wondered, making a few more adjustments on the console before opening the doors and marching toward them. "Let's hope no one shoots me again."

He stepped through the doors, shutting and locking them behind him before looking around to find himself parked in an alleyway between two apartment buildings. He could hear people shouting and laughing as they continued on with their parties, after all, the night was still young. Some whistles and cat-calls caught his ear, making him head toward the edge of the alleyway leading into the street to peek around the corner.

A young woman was making her way toward him, a trail of about three men following her. She didn't look like she was trying to catch their attention, but a young woman, alone at midnight in the streets was bound to be noticed. He watched her pace quicken as much as her heels would allow. It looked like she was on her way to or from a New Year's party. She kept her head down so that her raven hair fell into her face as much as the short bob cut would allow, and the men were still following her, despite the fact that she was ignoring them.

It was when he took his eyes off of her and looked at the men that he noticed their movements were odd. Haphazard yet slow. Something wasn't right.

Just as she was about to make a run down the street, he reached out and grabbed her wrist to pull her toward him, making her gasp in surprise. He shoved her back against the wall he was hiding behind, making her stare at him in shock as he only watched the men that had been following her.

"What do you think you're—?!" she was cut off when he slapped a hand over her mouth, his other hand still holding her against the wall, her jade gaze wide as she watched him. He seemed to have no interest in her…but in who was following her.

"Keep quiet," he whispered, slowly lowering his hand from her mouth but not looking away from the three men who were now standing in the middle of the street, glancing around in wonder at where the girl staring at him in curiosity had gone.

"Listen, I dunno who you are, but if you don't let me go, I'm gonna scream really loud…right in your ear…and you're not gonna like it," she whispered, making him look to her tight, sarcastic smile, his eyes wide at her before he glanced up at her pursuers, who were now heading straight for them at a run. "Let me go…now."

"Perhaps you think you'll be better off with the men running after you?" he retorted, making her eyes widen at him in terror and he nodded in triumph. "As I thought. Now, if you'll just—"

"There you are!"

She screamed as one of the men grabbed her arm and pulled her away from the Doctor, but when he went to try pulling her back, she kicked her captor in the shin, making him shout in pain and stumble back, letting her go.

"Cheers! I like a girl with fight in her! This way!"

The Doctor grabbed her hand and dragged her toward the TARDIS as the three men tried to make sense of what had just happened before racing after them.

"Where are we going?!" she demanded, not daring to see whether or not the men were gaining on them. She frowned when they stopped in front of the blue box and shook her head in disbelief as he reached into his pocket for the key. "You can't be serious! We're gonna hide in this thing?! Are you nuts?!"

"Only in the mornings," he shot back as the door opened and he grabbed onto her hand again to drag her in, making her shout in surprise before he shut the door behind her just as the men reached them. He sighed in relief as he leaned back on the door which was being pounded on by the men outside. "Right. Sorry, I never caught your name. What was it?"

He looked to her only to frown in wonder for a moment before he smirked at her wide-eyed, gape-mouthed stare of awe around the control room.

"What…the…hell?" she breathed, cautiously stepping deeper into the room, ignoring the pounding of the men outside on the door. She stared around the room as the Doctor pushed off the door and strolled next to her, watching her closely. She stopped next to the console, staring at it for a moment before looking to his cool smile and asking, "Who are you?"

"I'm the Doctor," he smiled, holding his hand out to her for her to shake. "And your name?"

She glanced at his hand before meeting his gaze again and taking it in hers, replying, "Olivia Felton. What is this place? And how is it bigger on the inside?"

"It's called a TARDIS," he explained, stepping toward the console to flip some switches and press some buttons. "Time And Relative Dimensions In Space. It's bigger on the inside because the room is actually in another dimension. Brilliant, isn't it? It's Time Lord technology."

"What Lord?" she frowned in wonder, looking at his hands to see what he was doing with the console.

"Time Lord," he repeated. "It's what I am."

"A Time Lord?"

"Yup."

"You're an alien?"

"I am."

"An alien doctor?"

"An alien called the Doctor."

Olivia nodded in understanding with a frown before looking to the door where she no longer heard the men pounding on the door, making her assume they'd given up.

"So I've been abducted by an alien called the Doctor and…now what?" she questioned, looking back at him with a shrug and he met her gaze. "Am I gonna get probed or something? Dissected?"

"Probed?" he echoed with a slight sneer and looking back to his work. "Dissected? You've been watching too much telly."

"Ok, then why am I here?" she questioned as he still worked on the console.

"Because you were being chased by those men, and I didn't feel like hearing you scream when they caught you," he shot back. "Call me old-fashioned, but the better way to get a girl's attention is to simply talk to her, not chase her into a dark alleyway."

"My hero," Olivia smirked, stepping up next to him to watch him work but he stopped to look up at her. "So…you said this thing has something to do with time and space – does that mean it's a spaceship?"

"Space…and time," he grinned, and her jade eyes widened in awe as she bit her lip in thought, looking to the console. "Want to go somewhere?"

Olivia grinned wide and nodded vigorously, sending the Doctor into action, operating the console, and she laughed excitedly when the engines made their tell-tale sound and it shuddered on lift-off.

"Where are we going?!" Olivia grinned, holding onto the console.

"I don't know!" the Doctor laughed.

Present...

"Sounds about right," Olivia smiled when the Doctor was finished, watching him lean back on the railing behind him and he watched her in return while she still sat on the top step. She glanced down at her hands as her elbows leaned on her knees to escape his stare before asking, "So…what happened?"

"You mean why did we only have thirty-five adventures and where are you now?" he guessed, making her look up at him again and she gave a small nod.

He gave a sigh as he trudged back up the steps to turn and sit next to her while she watched him the entire way. He sat and lifted a hand to take one of hers but stopped and pulled back to wring his hands as he mirrored her position before lifting his hands again to rub his face with a sigh. She couldn't help but smile at his hesitance, but she was sure he had bad news for her if his silent stalling was anything to go by.

"Probably best if you just spit it out," she suggested, now watching him. "Don't think too hard about what you'll say…or how."

He nodded before taking a breath and blurting out, "You died."

Her eyes shot wide at him but he didn't meet her gaze as he looked ahead to continue his explanation.

"We were on a planet in the Maunder System," he began. "It was inhabited by all sorts of insectoids, and only had one danger: swarms of venomous, silver hornets…"

Decades Earlier in the Maunder System...

They ran through the door of the TARDIS, the Doctor slamming the door shut behind them to avoid letting in what was chasing them, and Olivia fell forward against the console with a grunt before turning to lean on it, both panting from the run.

"That was close," he smirked, shoving off the door and stepping toward her and the console. "Too close. Alright, Liv?"

When she didn't answer as he began operating the console, he stopped and looked up at her as she stood leaning one hand on the edge of the console, her back facing him.

"Liv?" he called again, stepping closer to her as she slowly turned to face him. "Olivia—? Whoa!"

He caught her just as her legs gave way beneath her when she passed out and swept her into his arms to race toward the infirmary. He set her down on the bed there and looked to the screen attached to it as the TARDIS scanned her, finding the silver stinger of a bug from the poisonous swarm that had been chasing them.

"Oh, no," he breathed, his eyes wide as he stared at the scan before Olivia stirred on the table and her eyes fluttered open, looking glassy as she found his gaze and he took her hand, noting how much she was perspiring. "Hello, beautiful."

"I'm…sorry," she panted through labored breathing before coughing. "I felt something sting me back in the village but…I didn't wanna worry you. I thought—"

"Just rest, Liv," the Doctor urged, lifting a hand to stroke her hairline, his hearts clenching painfully when she coughed hard again. "You don't have to explain. The TARDIS is whipping up an anti-venom, and as soon as it's finished, we'll give it to you and you'll be right as rain. Just hold on a few more minutes."

"I don't have a few minutes, Theta," she whispered, and though he'd known that by this stage there was no saving her, he didn't want to voice or believe it. "I'm sorry. I love you so much. You've been…everything to me."

"Olivia, stop it," he argued, gripping her hand tightly in both of his. "You're going to be fine, I said, just rest."

"But—"

"No! I won't let you leave me! I'm the Doctor! I can save you! Just hang on!"

Olivia said nothing else as she lifted her free hand to stroke his cheek, their gazes locked as she began shuddering from head to toe.

"I love you…my hero," she breathed.

Her grip tightened on his hand as he stared at her in panic when she arched up over the bed then fell back, her grip instantly loosening as she exhaled one last time, her head tilting to the side as her eyes fluttered shut.

"No," the Doctor blurted, shaking his head as he released her hand and shook her shoulders. "Liv, wake up. You can't fall asleep now. Olivia! Olivia!"

Present...

Olivia sniffled as she stared at the Doctor through his story before she looked away when he looked up at her. She quickly dashed her tears away as he watched her for a moment before lifting a hand again, attempting to take one of hers once more but he pulled back as he had done before. She caught the gesture and lifted her own hand to take his, but pulled away when he looked to her in wonder, their gazes meeting and instead she threw her arms around his neck and hugged him close. He gave a grunt when she landed against his chest, her face snuggling into his shoulder, his arms on either side of her as if he didn't know what to do.

"Liv…" he finally blurted as she still held him close. "I…I don't like hugs."

"As if you have a choice, you idiot," she whispered, making him give a small, knowing smirk. "And as if I believe that. You've loved hugs from the second I met you."

"Maybe then, but this regeneration doesn't," he replied, before his eyes shifted in thought and he mused, "However…"

He slowly wrapped his arms around her, making her hug him even tighter, which urged him to pull her closer as well, his chin resting on her shoulder.

"It wasn't your fault," she whispered, making him frown and pull back to meet her glassy gaze. "What happened to me wasn't your fault. I know you, Theta. You blame yourself for it, but if I know myself, and I think I do, I knew the risks as soon as you pulled that lever for lift off. And I know that I can say this until I'm blue in the face and you won't believe me…but I had to say it."

The Doctor lifted a hand to brush a tear from her cheek, making her smile at the familiar gesture. Her Doctor had done that for her more times than she could count, and it always brought her comfort…just as it did now.

"Even now, you know me too well, Liv," he smirked, lowering his hand then nudging her with his other arm to add, "You called me Theta."

"You called me Liv," she shot back, nudging him in return with a smirk before giving a giggle when he scoffed at her. She glanced toward the console before smiling, "Looks like we have time. Why don't you tell me about these thirty-five adventures we went on?"

Meanwhile...

"You sure that's such a good idea?" Elvis asked Clara as they sorted through the CDs and records around them in the huge room, a player in the center. "Lying to the both of them? Even if your Mr. Pink doesn't find out, Scotty is sure to at some point…if I know myself."

"Well, it will do for now," Clara replied, lifting a CD case to look it over before making a face and slipping it back into its slot.

"Until you're caught between a rock and a hard place," he warned, making her stop and look to him as he searched through a shelf of records.

"What do you mean?" she asked, making him turn and lean on the shelf as he faced her, lifting a hand to ruffle his hair.

"Clara, I think you know me pretty well," he began before shrugging, "Some of me, anyway, but you know I'm a professional liar. The reason I get away with it so well is because I have a perfect memory. I can remember the lies I tell. Humans can't. They lose track of what they've said, unless it's truth. You'll lose track of your lies, and they'll catch up with you, Clara Oswald." He frowned as he said her name and murmured again to himself, "Oswald?"

"I can keep as good a lie as the Doctor can," she retorted, shuffling through the CDs on the shelf she was standing in front of. "Besides, I don't plan on having it last forever."

"It won't be good when they find out," he warned again. "Either of them, and I say when, not if."

"I thought you weren't supposed to interfere with this timeline," she recalled, making him smirk and shake his head at her.

"I'm not, but I can't help but warn you," he retorted before something crossed his mind. Clara seemed so familiar, but he didn't know how. Even his perfect memory that he had just bragged about wasn't helping him. It was something about her voice. Finally having enough of searching his memory he turned back to her, asking, "Can I ask you…what's your full name?"

She frowned in confusion before inwardly shrugging it off and answering him.

"Clara Oswin Oswald."

A/N: I hope that lived up to everyone's expectations. reviews?