Hey just warning everyone that Emma has a panic attack in this chapter, which may not be entirely accurate, but are modeled after the ones that I've had in my life.

"You will tell us why our calls for aid have gone unanswered," one of the Cybermen said and the Doctor scoffed.

"And why would I do that?" In response the Cyberman holding me lifted me off the ground one handed and shook me slightly like a ragdoll. I chomped down on my bottom lip so that I wouldn't scream, but it was minorly terrifying to discover that everyone had failed to mention that the Cybermen were also much stronger than humans.

"You lost the war. You are the last of your kind in this universe. Now stop!" He bellowed at the Cyberman who did as ordered. I gave him a weak smile and a shaky thumbs up. He studied my face carefully, as if checking to make sure that I wasn't injured before he nodded and shifted his gaze back to the Cyberman who had spoken. "Let her go."

"You are wrong. We could not have lost. We are superior."

"You aren't superior against a bomb that creates a black hole," the Doctor shot back. The Cybermen holding the Doctor and I lowered us down slowly, almost as if they were in shock as silence fell over the engine room.

"You are lying to save your companion." The Cyberman said and the Doctor shot me a look and made a subtle gesture for me to run over next to him. I looked very obviously at the hand that was still clamped on my shoulder before I shook my head desperately a few times. What I didn't realize until the Cyberman started choking was that my head was right next to the Cyberman's breathing unit since it was so much taller than I was, and that shaking my head released a large amount of gold dust right into it.

The Cyberman scrabbled at it's breathing unit as it shoved me away and I hit the floor on my hands and knees and looked up to see the Doctor dart forward towards me and another Cyberman reach out to stop him and hit him firmly in the shoulder which sent him stumbling backwards until he collided with a railing.

I screamed and clapped my hands over my mouth as the Doctor's momentum tipped him over the railing that blocked the heart of the engine and fell for who knows how long. The Cybermen turned to face me and stared at me coldly.

"You will be upgraded." I shook my head distantly as my mind spun uselessly against everything I was trying to process.

"No, I will not," I protested weakly, eyes still fixed on where the Doctor had fallen. How had I ever managed to delude myself that I wouldn't affect him too? He was gone, he had left, just like everyone else who I had ever cared about.

"We will remove your pain, your loss." I shifted my gaze to the Cybermen as my eyes started to burn with the tears.

"You can't have my pain or my loss. You can't have anything of mine!" I spat out while climbing to my feet to glare at the Cybermen. I'd gotten up from so much in my life and I certainly wasn't going to let the Doctor's sacrifice go to waste.

"Oh, good for you Emma Bradley," the Doctor said. I snapped my gaze to him in shock and the Cybermen shifted towards him as well. He cracked his neck and adjusted his tie.

"What? Did you think a little fall would stop me?" He gifted us with a smug grin. I couldn't speak around my heart in my throat, He was Gone, gone gone gone gone, so I nodded slowly, because that's what happens when you care. People leave. People Die. He gave me a hurt look before he lifted an odd looking remote control.

"Also, look what I found." He grinned darkly. "Leaving the parts that make up a Cybercontroller just laying around was a bit egotistical don't you think. I managed to find the control for your emotional inhibitors after all." The Cybermen took a step towards him with their hands outstretched and he slammed his palm down on the control.

"Emma cover your head!" The Doctor cried over the Cybermen's sudden screams. I stared at him blankly, still trying to get my brain to catch up to the fact that he was alive and I hadn't killed him with my horrible luck. He was next to me in an instant, shoving me down into a crouch and throwing his arms over my head protectively as the Cybermen exploded.

"Are you okay?" He demanded as soon as the screaming and explosions had stopped. I stared at him in shock.

"Am I okay? You go ballistic if there is a weapon in my presence and you get tossed off a cliff and I—" I gasped desperately as I realized that I had blazed past freaked out and was now panicking because I had used the last of my air. I fisted my hands in the Doctor's jacket at the junction of his elbows and tried to take another breath in.

"Emma!?" I was definitely hyperventilating now. I hadn't had a panic attack since I was twenty-one, when Mom and Dad had gotten into that fender bender when Lillian and I were in college. I'd forgotten how terrifying they were.

"I can't-," My throat felt like it was swelling up and I couldn't get any air in. The panic settled in thick heavy bands around my lungs. I thought He Had Died. I thought I had killed him. I thought I had killed him. I thought he was dead. Dead dead dead dead. "I can't-"

"Can I help?" I looked up at the Doctor and nodded shakily, not fully understanding what he meant. He shook my hands off his elbows and I started crying immediately and scrambled for him.

"Shh. Emma It's okay," he soothed and rested his fingertips on my temples. "Just put anything you don't want me to see behind a door." I mentally shoved my parents behind a brick wall just seconds before a calming feeling swept through me. I mentally reached out to grab it and wrap it around me like a blanket. The Doctor's eyes went soft and warm as he realized why I was panicking. There was a gentle soothing feeling and the bands around my lungs loosened slowly.

"I'm here. It's okay. I'm sorry I scared you. I never would have left you." Regeneration, my brain supplied helpfully. The Doctor pressed a kiss to my forehead and nodded gently. That doesn't mean that he would have come back after he regenerated, another darker voice in my brain pointed out.

"Never." His tone was fierce and stubborn, like my passing mental thought had personally offended him. "It would take a lot more than just regeneration to make me leave you behind." I could tell instantly how sincere he was, since I'd enveloped myself in his psychical presence.

"I know that now," I said as cheekily as I could manage while I leaned into him physically. He chuckled softly.

"Just take a moment and breathe. Just breathe," he ordered gently, and I smiled against his shoulder as he coached me through some deep, even breaths.

"My Time Lord teddy bear," I murmured softly. He chuckled again lightly.

"You're exhausted Emma. I'm going to help you sleep okay? And I promise that I will be there when you wake up." I nodded and felt the Doctor remove his fingers from my temples just as my eyes fluttered shut.

True to his word, when I woke up in my bed on the TARDIS he was sitting next to me flipping through a magazine.

"That's my magazine," I said dumbly after I rubbed my eyes and realized what he was reading. He grinned down at me widely.

"I've been reading the articles that you wrote. They're not bad," He said. I rolled my eyes.

"Only a couple things that I got wrong because you interfered?' I asked lightly.

"Well," he drawled with a smile before sweeping an errant curl off my forehead. "Are you feeling better?"

"Yeah I am. Sorry about, you know, freaking out," I said and shifted my gaze away from him. He cupped my chin gently so that I was looking at him

"You don't have to be strong for me," he said softly.

"Not exactly strong, more like I don't want to be a distraction," I said with a shrug. He frowned at that. I smiled slightly.

"You generally need to use that big brain of yours on a plan, and if you aren't worried about me then all of your brain power can go there," I said. He shook his head slightly.

"I'm always worried about you Emma," he said simply like this was a well-known fact of the universe.

"Did you carry me up all those stairs?" I asked as I remembered the fact that we had been pretty far from the TARDIS.

"No I summoned the TARDIS to us. And before you say anything flippant, I can't do it with any type of consistency so don't expect that to happen on the regular," he said. I laughed slightly.

"You know I'm not actually convinced you can fly her." I stretched slightly. "Did I miss anything while I was out?"

"Lillian's mum phoned you again. I answered because I didn't want her to worry. I told her you were taking a nap between our tour and the airport. She offered me an invitation to Easter which I politely declined." I sat up and hugged him gently in thanks.

"I should pack," I said as I untwisted myself from the blankets. He made a noise of protest and I rolled my eyes.

"Lillian will kill me if I make us miss the train," I replied.

"I have a time machine," he said grumpily. Our conversation soon devolved into mild bickering about whether having a time machine exempted you from being late.

"You'll be fine," I said for what felt like the thousandth time after our bickering ended. I was riding high on my victory over the Doctor and tossed a few more T-shirts into my bag with relish. He made a face and reached out to start folding the clothes I'd been carelessly stuffing into my bag.

"It's not me I'm worried about," he mumbled and I scoffed.

"You'd think your nine hundred years would make you a better liar," I teased, even though I knew he was worried about me. Part of me was surprised that he wasn't coming along so that he could keep an eye on me, while the other part was grateful because him coming along would bring up weird questions that I wasn't ready to answer.

To distract him I leaned over and mussed up his hair. I liked it better when it looked messy and it had looked particularly flat ever since we'd set off the sprinklers. I giggled as a cloud of gold dust fluttered out of his hair. I'd have to get Lillian to comb any left overs out for me when I got home. He gave me an amused look in return.

"It's just Easter weekend. Your invite from Mum is still applicable. You'll just have to do domestic for a few days," I said and laughed at the look of mild horror that descended on his face. Obviously, his dislike of domestic outweighed any lingering concerns.

"I'd rather not. Besides, what would you tell them?" He asked.

"Don't worry Lillian and I have a story all prepared." The story involved the two of us, a cup of coffee and a second degree burn in a café. Lillian and I had concocted this story when I started traveling with the Doctor in case Mum and Dad asked how the two of us had met, but we hadn't had to use it yet. We also hadn't considered the fact that the Doctor might have questions concerning my parents. He gave me a faint smile.

"Of course, you have a story ready to go," he said and I sat down next to him.

"You wouldn't expect anything less," I said as I leaned against his shoulder. "I'll phone you if anything goes wrong." The Doctor smiled and kissed the top of my head.

"You'd better," he threatened teasingly before bouncing off to the console room.

XXXXX

"You know I really should have known better and told you to call me if something went wrong," I announced as I walked into the TARDIS after saying goodbye to Lillian on the Monday after Easter. The Doctor smirked at me as he took one of my bags and pulled the door shut behind me.

"I don't know what you're talking about," he said with as much fake innocence as he could muster.

"So that missing bus was pure coincidence?" I asked and he winked at me. I returned his smile before I headed to my room with the Doctor trailing behind me. "Meet anyone interesting?"

"Lady Christina de Souza comes to mind," he said.

"Any particular reason?" I suddenly wondered at the last minute if my curiosity sounded like jealousy.

"She reminded me of someone," the Doctor said and gave me another wink which made me laugh.

"Don't you wink at me. I know perfectly well that when someone reminds you of someone you're reminded of yourself," I said teasingly. He laughed as well before leaning forward and dragging me into a hug.

"Actually, she reminded me of both of us."

"Both of us?" I clarified and he nodded as he rested his forehead on mine.

"She was going on adventures because she was bored." He pointed to himself before continuing. "And she was very tenacious."

"I am not tenacious," I said and shoved at his shoulder, watching the smile spread across his face.

"I'd argue that you are the most tenacious companion I've ever had." I rolled my eyes, but smiled back at him in return. I didn't think I was the most tenacious companion, but I could think of worse ways to be remembered.

"So where are we going next?" I asked and the Doctor made his little thinking noise.

"I thought we could go meet Henry Plantaget and Eleanor of Aquitaine. Henry probably won't be fond of you, but I think you and Eleanor will get on famously," he said as he released me and headed back towards the console room.

"Why on Earth wouldn't Henry like me?' I asked even though I knew why.

"I think he's had his fill of tenacious women," he answered and laughed along with me.

XXXXX

Now before anyone asks Emma goes home for Easter while the events of Planet of the Dead happens. Remember that while this fic is AU it follows the show up to a point and we haven't hit that point yet, so this is the explanation for why Emma doesn't appear in that episode. I hope everyone is content with this.