The kiss lasted until the Doctor was aware it was happening. He pulled away, still cupping Penny's face, looking down at Penny, who was still crying a bit from the goodbye.

The Doctor wiped her tears away. "It's almost like you missed me." He joked softly.

Penny grinned up at him. "I'm glad you're back."

"Me too." The cottage shook again. "I have to go deal with them." He said, looking out the window and then back at Penny. "Go wait in the Tardis."

"Doctor, I just got you back-"

"Please." He sighed. "You've already put yourself in enough danger for my sake. Please, Penny."

Penny looked at him, knowing she'd end up giving in. "Alright." She finally said, the Doctor relaxing a bit. "But you better come back. I just got you back."

The Doctor nodded, tucking a strand of her hair behind her ear absentmindedly, looking out the window. "I'll be careful."

"Sure you will." Penny said dryly.

The Doctor chuckled. "I'll try to be careful." He amended.

Penny nodded. "I'll see you soon."

"Yeah." The Doctor agreed, grabbing Penny's hand and pulling her to the front door. He unlocked it and walked out, Penny following. "Get to the Tardis. I'll be there soon."

"I don't have a key."

The Doctor stopped dead in his tracks. "How the hell do you not have a key?" Penny shrugged. "New plan, get to the Tardis, it'll open for you, no key necessary."

"How-?"

"I don't have time, but she's smart, she'll unlock the door for you."

"Okay." Penny took a deep breath. "Stay safe, Doc."

"You too, Penny."

They both walked in opposite directions. Penny didn't see the Doctor turn around and look at her, an unreadable expression on his face.

The Tardis was where the scarecrows left it. Just like the Doctor said, the doors opened for her. She walked in tiredly, the doors closing automatically behind her.

"I'm sure you didn't do that before." She said to the ship, placing her hand on the railing. The railing underneath her hand got colder. "It that how you talk?" Penny asked aloud. "By temperature? That's neat." The lights flickered once. "Oh, but light too, that's even neater." She said absentmindedly, thoughts on the Doctor.

She left the console room, rushing to her room to change, not wanting to be in her stupid dress any longer. She put dark jeans on, happy to finally wear pants again. She wore her softest t shirt and grabbed her army jacket before running back to the console room right as the Doctor ran in.

Penny walked to the jump seat, sitting down as the Doctor looked over his ship as if looking for something.

Penny snorted. "We didn't break her if that's what you're wondering."

"No, I would know right away if you broke something." The Doctor said, continuing until he found what he was looking for.

He tossed it to her, walking over and leaning on the railing beside the jump seat. Penny looked down at the object sitting in her hand. A necklace chain that was wrapped around something. Penny unwound it and smiled at the golden key attached. She put the chain on. "Thanks, now I don't have to use Martha's all the time."

The Doctor's eyes widened. "Oh, Martha!"

Penny glanced up at him. "You left her in the cottage, didn't you?"

The Doctor looked around the ship, avoiding eye contact. "No, I just..." He tried to come up with an excuse.

Penny couldn't find it in herself to be annoyed. She had gone months without talking to him, and she was glad to hear him, even if it was him pretending he didn't forget about their friend. "Let's go get her, then." Penny stood, walking to the doors, pulling them open. She looked back at the Doctor, who hadn't moved. "Come on, Doc."

He jumped, having been stuck in his thoughts. "Right. To Martha!" He said, walking out behind Penny.

The two walked in silence, both in their own thoughts. Penny was mostly just glad her friend was back, but she also knew that there was a small part of her that would miss John and his shy comments.

They walked into the cottage, Penny calling Martha's name.

"Thank god!" She heard Martha say from the other room. "I thought you two had died in there."

Penny winced. John basically had died. "No, we are very alive." She called back, Martha, Joan, and Tim walking in.

Martha looked at Penny, a glare with no anger on her face as she took in her clothing. "You went off and fixed everything without me, didn't you?"

The Doctor spoke airily. "Nah, that was me, she just watched."

Martha grinned and threw herself into the Doctor's arms. "I wasn't sure you were coming back." She said.

The Doctor hugged her back and Penny smiled at the two. Her two best friends. She frowned. Her two only friends. She shook the thought away and turned to Tim and Joan. "Thank you both so much for everything you've done. You're both safe now."

"Yep! As Penny said, the Family of Blood won't bother anyone ever again!" The Doctor grinned a bit too wide for Penny to believe his cheerfulness was real. "You're both free to go back to your normal life, whatever that may be."

Penny was exhausted. Martha had already gone off to bed, but Penny was avoiding it. She sat at the kitchen counter with a book and a cup of tea. She felt a weight on her shoulders, but she had no idea what it was. Her chest felt compressed, making hard for her to breathe properly. It took her about an hour to realize what she was feeling.

Guilt. Crippling guilt.

Penny stared at the wall, confused. She had nothing to be guilty about. Or, nothing that would cause this much turmoil.

Of course she felt bad about John, but she'd given John the choice to not open the watch, but he did. He made his own choice and just like how Penny wouldn't be to blame if he had decided not to open the watch, she wasn't to blame because he did open it.

Penny knew this, but she still felt guilty.

She sighed, putting her mug in the sink and grabbing her book, walking to her room to change into sweats.

She didn't go to the movie room that night, and she was sure the doctor didn't either.

"The police and the army are at the school." Joan told the three somberly. "The parents have come to take the boys home." She looked between the Doctor and Penny, who were stood on either side of Martha, different from how not only Penny and John acted, but Penny and the Doctor normally stood side by side as well. "I should go. They'll have so many questions. I'm not sure what to say." The Doctor nodded and fiddled anxiously with his sonic. "Oh, you look the same. Goodness, you must forgive my rudeness." She apologized. "I find it difficult to understand. Doctor, I must call you Doctor. Where is he? John Smith?"

The Doctor tensed and shot a glance at Penny, who was leaning against a wall, hands in her pockets as she watched Joan. "He's in here somewhere." The Doctor said, tapping his sonic to his head.

"Like a story." Joan looked at Penny, sympathy shining in her eyes. "Could you change back?"

"'Course he could." Penny said, shooting a small smile to the woman. "But there's no need to."

"Yeah." The Doctor agreed hesitantly, avoiding looking at Penny.

"I see." She took a deep breath. "Well, then. He was braver that you in the end, that ordinary man. You chose to change. He chose to die." Penny felt her guilt double.

"I don't believe he was ordinary, Joan." Penny said kindly, pushing herself off the wall.

"No," Joan agreed, smiling. "I suppose he wasn't."

The four said goodbye, Joan making her way back to the school.

The Doctor, Martha, and Penny walked outside. The rain came down in sheets.

Penny smiled, pushing the guilt down. She loved the rain. She grabbed Martha's hand and pulled her with her as she jumped straight into a puddle.

"You are such a child!" Martha laughed.

"Maybe so." Penny grinned, dropping Martha's hand and throwing her arms out, catching the rain. "But I'm a child that loves the rain."

The Doctor pulled an umbrella from his pocket and opened it, Martha walking up beside him, not liking the rain as much as Penny did.

The three walked back to the Tardis, Penny happily walking in the rain.

Penny tried to ignore Martha and the Doctor's conversation, but she caught bits and pieces.

"You should've seen her! She tricked them all into thinking she had weapons training! They thought she was from New New York!"

Penny smirked to herself, walking a bit behind the other two. She heard the Doctor's response, but couldn't decipher the words.

"I don't know what you remember, but I would have said anything to make you change back." Martha said sometime later.

Penny hummed to herself, drowning out the rest of the conversation. She wasn't an eavesdropper.

The three made it to the Tardis, seeing Tim waiting out front;

"Penny. Doctor. Martha." Tim greeted, sending a smile to his former Latin teacher.

Penny saw the Doctor's half forced grin. "Tim Timothy Timber." He handed his umbrella to Martha, tucking his hands into his pockets.

"I just wanted to say goodbye." Tim said to Penny before turning to the Doctor. "And thank you. Because I've seen the future and I now know what must be done. It's coming, isn't it?" The Doctor sucked in a breath. "The biggest war ever."

"You don't have to fight." Martha said softly.

"I think we do." Tim admitted, looking up a bit, the rain drenching him.

"But you could get hurt." Martha said kindly.

"Well, so could you, travelling around with him, but it's not going to stop you." He looked at Penny. "And I sincerely doubt it will stop you, Ms. Walker." He smiled.

Penny snorted, ruffling the kid's hair. "You know me too well."

"Tim," The Doctor began, pulling his watch out of his pocket and holding it out to him. "I'd be honoured if you'd take this."

Tim took it carefully, expecting an onslaught of voices. He tilted his head to the side. "I can't hear anything." He looked at Penny for answers.

"No, what was in there is back where it belongs." Penny said.

"It's just a watch now." The Doctor smiled sadly. "But keep it with you, for good luck."

"Look after yourself." Martha said, giving the boy a hug and a kiss on the cheek. She smiled at him, walking into the Tardis, taking the umbrella with her.

Penny crouched down a bit so she was at eye level with Tim. "You will do incredible things." She gave him a hug. "You will be scared. Everyone will be scared. Fear can bring you to do horrible things, but it can also bring you to do amazing things." She winked at him. "Aim for the amazing, yeah?" She stood up, ruffling his hair again before entering the Tardis, smiling at the boy one last time before she closed the door behind her.

Penny was greeted by Martha tossing a towel to her. Penny grinned, nodding her head in thanks as she started to dry her hair.

When the Doctor walked in, Penny was only mildly damp. The Doctor was soaked, Penny looked around for another towel, she wasn't shocked to see that the console room did not have any. She threw the mostly dry towel at him so he could use it.

"We should visit him after the war." Penny said, leaning against the console.

Martha frowned. "What if he doesn't..." She trailed off.

Penny smirked. "That boy survived my Latin class. He managed to survive the war."

The Doctor snorted, draping the towel across his shoulders as he looked something up on the screen attached to the console. "Penny's right. He lived."

"When am I ever wrong?" Penny asked smugly.

"Fairly often." The Doctor smirked, still looking at the screen. Before Penny could respond, he continued. "Anyway, it says he went to one of the memorials on the seventy fifth anniversary." He read off the screen.

"Then let's go see him." Martha said, grinning at Penny.

The memorial was full of mourning family members, as well as a few survivors.

"They have no lot in our labour of the day time." A vicar read. "They sleep beyond England's foam. They went with songs to the battle."

Penny looked around, seeing a man in a wheelchair holding an ornate watch.

"They were young, straight of limb, true of eye, steady and aglow.

They were staunch to the end against odds uncounted." The vicars voice held enough emotions to make Penny's eyes tear up.

She blinked and glanced at Martha, who was trying to pin a poppy to his lapel. She huffed after a moment and handed it to Penny. Penny rolled her eyes fondly at her friend and easily pinned it in place.

"They fell with their faces to the foe.

They shall grow not old, as we that are left grow old.

Age shall not weary them, nor the years condemn.

At the going down of the sun and in the morning

We will remember them."

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A/N

HannahHPandDWfanJones: I'm so glad you've been enjoying and looking forward to how things are playing out!! Hope it doesn't disappoint lol

Hi. Shorter chapter to wrap this episode up.

The end of Martha's time as a companion is coming up fast, which means you'll get the INTERLUDE.

the INTERLUDE is a very long chapter composed of little bits of each episode from the Doctor's POV.

Did you wonder, "What the hell was he thinking?" at any point, or maybe, "Why did it say he was lying but not go into why, you can't do that I neED ANSWERS!"

Well, this chapter will answer loads of this and give you insight and hints about Penny ;)

I have so many ideas. So many.

Tell me what you think!

You all rock!

-Jamie