Penny sat in the jump seat, elbows on her knees with her chin rested in her hands. By the look on the Doctor's face, she estimated she would be there for awhile.

"What did I tell you?" He asked with an unreadable face.

"To stop flirting?" She asked, scrunching her face up.

"I told you to leave." He continued, pretending she hadn't spoken.

"Oh." Penny sighed. That's what this was about.

"I told you to leave, and you stayed." He stood with his back facing Penny, arms rigidly holding onto the console. "I could've... you could have gotten hurt, Penelope." Penny rolled her eyes. She'd known that she could get hurt, she wasn't an idiot. "And this isn't the first time you've done this!" He said, turning around. "You pushed in front of me when the Carrionite killed Peter. It would have killed you."

"I was going to kill you!" Penny shot back.

"That doesn't matter." He dismissed, getting more upset. "You knew it wasn't safe, and you did it anyways."

"Do you want me to apologize?" Penny snorted bitterly. "I'm not going to. You were about to sacrifice yourself to her!"

"Better me than you."

Penny's eyebrows raised. "Really. Better you, someone who is capable and willing to save countless people and species with his time machine, than me, someone who doesn't even have a family to miss them?" She rolled her eyes. "I'm pretty sure your life is more valuable than mine." She grimaced at the Doctor's face.

His face was hard, leaving no room for emotion. "Your life is not something to throw away."

"I never said it was!" She snapped. "I never said I was worthless, or that I could throw it away without consequence." She took a deep breath. "Out of the two of us, which one has save someone's life?" She asked. "The fact that you are very important doesn't mean I think I'm not." She stood. "If you wanted someone to do as you say, without thinking for themselves, you should've brought a dog with you instead of people."

She made her way to the corridor, wanting to take a shower before she was inevitable kicked off the ship.

To her surprise, Penny was not kicked off as soon as she re-entered the console room. She pulled her jean jacket around her tighter as she saw that the Doctor was in the same place he had been when she left, a pensive look on his face.

"I don't want you to do as I say." He finally said, not turning to face her.

"Then what were you trying to tell me?"

"That when I tell you to leave, it's because I can't think of a way for you to stay without getting hurt."

"You've been wrong before, haven't you?" Penny challenged, leaning against the railings, arms crossed over her chest defensively.

The Doctor sighed. "Please. I just want you to try to be safer."

Penny nodded absentmindedly. That was understandable. "Alright. That I can do."

The Doctor's head snapped around, surprised she had agreed so easily. "Really?" He breathed out, finally relaxing a bit.

"Yeah," She shrugged. "It's reasonable enough. Not like your asking me to go bungie jumping off a cliff."

The Doctor grinned. "I thought that would be harder."

"What did you think I would do?" Penny asked with an unimpressed look on her face. The Doctor didn't notice.

"Yell at me, maybe slap me. Refuse to speak to me for eleven days... I don't know."

Penny quirked an eye brow. "Would you rather I do that? Slapping you can be arranged."

The Doctor winced at the thought. "No, thank you."

Penny let a smile show on her face as she walked up to him. "So, you said ice skating?"

"Yeah, Kur-ha is wonderful in spring. The ice is perfect for skating and it isn't too cold for humans." He grinned down at Penny. "The water is actually poisonous, but since the planet's frozen year-round, it's not commonly used. In fact, it's so rare, that there's only one official cure; wheat from the ensone fields of Garneck neutralizes the poison." He blinked. "Maybe we should go to Garneck soon. I've heard wonderful thing about the years 7053 to 7058, the rest is riddled with police nations and dictatorships. We'd have to be careful which year we land in... actually, best not to go there. I've heard it's boring." The Doctor rambled.

Penny listened, making a mental note to never let the him take her to Garneck.

"Doctor," Penny said as he stopped talking to breathe. "If we're going ice skating, shouldn't I wear something warmer?"

The Doctor shook his head. "What you're wearing is fine. The air of Kur-ha is much warmer than the water, in fact, you might be a bit hot." The Doctor's eyes lit up. "You see, the atmosphere contains Exohelpher, making gas warmer than liquids originally at the same temperature."

Penny smiled softly as he went on about how unique that planet was.

Penny had never been ice skating, but the Doctor had made it look so easy, that she had shrugged off his offer to teach her. She was regretting the decision after she fell for the seventh time. She heard the Doctor's laughter and knew he had seen.

"Oh, fuck off." She muttered as the Doctor skated over, offering a hand to help her up. She took the hand with a fake smile, pulling him down with her.

"Don't be so bitter!" The Doctor laughed, pushing himself off the ice, Penny doing the same.

"I'm not being bitter." The Doctor raised an eyebrow. "I'm being sour. There's a difference."

The Doctor scoffed. "Really? Please, educate me on the difference."

Penny smirked. "You can only be bitter about something that has happened to you, you can be sour about something happening in the future."

The Doctor rolled his eyes, too happy to bother thinking of a reason why she was wrong. "Fine, you're sour." He grabbed both her hands, skating backwards as he gently pulled Penny forward. "Now let me teach you how to skate."

Penny wasn't sure how long they skated, but her knees were sore from falling on them and she had a bruise on her arm from bracing herself with it when she fell.

She sat at the side of the lake as Martha tried to do a spin. She cheered when Martha didn't fall over. She watched the two skate on the frozen lake, glad skating wasn't popular on the planet, so it was just the three of them.

The Doctor was showing off as usual. Spinning as if he had been born doing it. He landing several jumps, but Penny's favorite was when he fell. It only happened once, but he had been doing a jump while looking over at Penny, he had miscalculated how high he had jumped, and he hit the ice sooner than he thought he could, causing him to crash to the ground in tangle of limbs. Penny had laughed for ten minutes straight, wishing she could have recorded it.

The Doctor pouted, saying some nonsense about how he "meant to fall! I didn't want you to feel bad about not being able to skate! Martha, you believe me, right?"

When the artificial sun began to set, Penny had to practically drag the Doctor off the ice, Martha having already walked back to the Tardis an hour before.

"Come on, we should at least stay for a few more minutes." He whined.

"Why? So you can show off more?"

"Nah, the sunsets are amazing here. Only fifty other planets have the same number of colors in their sunsets." He said, taking off his trench coat and sitting on it, leaving space for Penny.

She sighed. "We're going back as soon as it's done." The Doctor grinned, patting the space next to him.

Penny plopped down on the coat, looking up to the sky. Her eyes widened. The Doctor had been right. It was absolutely amazing, but it also seemed wrong. "Are the colors caused by the artificial sun?" She asked.

The Doctor nodded. "Yep. The colors don't seem natural because the light isn't." He said. "But it's still lovely."

"Yeah, it is."

Penny changed into sweats, yawning. She walked into the cinema room, not expecting the Doctor to already be there.

"Hey." She said, slouching onto the couch.

"What movie?" The Doctor asked, looking through the choices.

"I don't care." She paused. "As long as it isn't historical. I don't think I can survive you lecturing the telly again." She joked.

"It's the moive's fault! If the director had even tried a bit to be accurate, then I wouldn't 'ave had to 'lecture' it!" He huffed, clicking a movie at random.

"No talking, Doc. I'm a human, and I need sleep."

Abi worked at the controls, idly chatting with Penny.

"I can't believe you travel all over to save people!" Abi said, though her voice didn't hold the same amount of joy it had before.

The walls were cold and the clock on the wall stopped ticking. She glanced up at it. 08:57. She looked back at Abi, who had stopped working and was now staring at the wall, not facing Penny.

"I've never saved anyone, that's what the Doctor does," Penny denied, noticing the woman's change of tone. "I just do my best to help along the way."

"Still, getting to see planets, people, places I'll never get to see."

She could swear that despite the clock being broken, she could still hear it ticking. Though, t sounded more like a heartbeat than a clock ticking.

Penny frowned. "Why not? If you want to travel, you should try to find a way to do it."

The ticking stopped.

"There is no way."

"There's always a way." Penny argued.

Abi turned around, her eyes glassy, holding no life. "There is no way." She repeated.

"Ab-Abi?"

"I will never see anything again."

Tears rolled down Penny's face. "What happened?"

"You did. You killed me."

"No."

"You killed me." Her face contorted into pain. "You kil-killed... You killed m- mummy?" Penny wanted to look away as she choked, coughing. She couldn't describe her terror as a gasmask covered her face. "Are you my mummy?"

Penny woke up before the movie was over. She looked around her franticly before her eyes rested on the Doctor, who was awake and looking at her.

"Are you alright?" He asked, reaching out a hand to place on her shoulder.

"I didn't take that pill." She informed him, blinking back tears.

"Oh."

They were silent for a moment as Penny tried to calm herself down.

"Do you want a hug?" The Doctor asked, unsure if it would make things worse or not. When Penny didn't answer, he figured that to be answer in itself. So he was moderately surprised with Penny wrapped her arms around his neck, pulling him into a hug.

The Doctor wrapped his arms around her, rubbing her back as he tried to think of what he could do. "Do you want to talk about it?" He asked hesitantly.

Penny shook her head from where it was nestled against his neck.

The Doctor's grip on her tightened. "Was it about Abi?"

Penny said nothing.

The Doctor sighed, resting his head on top of Penny's. "It's not your fault." He said softly.

"I know." Penny's voice was almost too soft that he couldn't hear it, even with his Time Lord hearing.

"You did what you could. You couldn't help her, and that isn't your fault."

"It feels like it is." Penny mumbled, to quiet for him to hear, but he understood what she meant.

"I know." He said softly, stroking her hair, remembering all the people he wished he could save.

The next morning, Martha asked to go to an alien market.

"Sounds fun." Penny quickly agreed.

The Doctor grinned, pulling a lever. "How about planet X, creatively named by a Mister John Hamish Watson."

"The book character?" Martha asked.

"No, his parents were big fans though, hence the name." He landed them shakily. "This particular market is open all year round. Nicknamed La Bella Casa by travelers." He pulled open the doors for them, excited to look around himself.

As nearly everything with the Doctor ends, their trip ended with them running for the Tardis.

"Get down!" The Doctor cried, pushing Penny down as he slammed the door shut. "Did they see you?" He asked them both franticly.

"No, they didn't, I was wearing the shawl I got." Penny answered, not questioning why it mattered.

"I don't know." Martha said, looking panicked.

"But did they see you?" He asked again.

"I don't know. I was too busy running." She said defensively, looking to Penny for help.

"Martha, it's important. Did they see your face?" The Doctor asked again.

"No, they couldn't have." She decided.

The Doctor nodded, running to the console and pulling a lever, sending them away. "Off we go!" He frowned, looking at the controls wildly. "Argh! They're following us!" He turned a dial.

"How can they do that? You've got a time machine." Martha asked.

"Stolen technology. They've got a Time Agent's vortex manipulator. They can follow us wherever we go, right across the universe. They're never going to stop, unless..." His eyes widened and he reached into his pocket. "I'll have to do it." He said, eyes showing a grief that only Penny noticed. "Penny, you trust me, don't you?"

"Obviously, Doc."

The Doctor nodded and glanced at Martha. "And you?"

"Of course I trust you."

The Doctor nodded again. "Because it all depends on you two."

"I'm not responsible, Doctor." Penny denied right away.

"What does? What are we supposed to do?" Martha asked.

The Doctor pulled out a fob watch with beautiful circular designs on it. "Penny, take this watch, because my life depends on it." He said, taking her left hand and placing it on her palm. "This watch, Penny. The watch is me."

-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-,-'-

A/N

HannahHPandDWfanJones: Penny will be having loads of time to reflect on her feeling soon, don't worry ;) Thanks so much, I'm glad it's suspenseful!

If you liked the nightmare scene, you can thank a certain commenter for inspiring it. If you didn't, don't blame them, I'm the one who wrote it :3

I hope you liked the chapter! Next is Human Nature, one of my favorite episodes with Ten!

I have some ideas, but feel free to tell me what you want to happen, I might be able to work some things in lol

I hope you are all having a stellar day/morning/night!

See you next chapter!

-Jamie