Even though they had filmed the video for Sally Sparrow, the Tardis didn't arrive that day. Or the next one.

"What do you mean it could be a few days?" Martha asked a mildly embarrassed Doctor.

"I mean, I may had been slightly off with the coordinates I gave Sparrow." He admitted sheepishly, avoiding the glare Penny was sending him.

It was no secret to anyone how much Penny hated living in 1969. She hadn't much liked the moon landing the first time they saw it, something unnerved her about it. So when the Doctor and Martha wanted to go back and watch it again, Penny had stayed in the Tardis's library to read a book the Doctor had been rambling about. Then the two had gone again and Penny wondered why they bothered to go there. There were so many amazing placed to see, and they decided to go back to the same place again and again.

Maybe it upset her because she didn't want to loose her chance to see the universe. Who knew how long the Doctor would keep her around, he lived for longer than her and she was sure he wouldn't want to see her grow old and die while he stayed the same.

He was her bestfriend, but she could tell that things had changed. Ever since the Family of Blood, there was a sort of barrier between them. She had hoped that after being locked in a room with him and talking, things would go back to normal... and at first they seemed to. They both talked to each other all the time, but there was always a sense that they weren't talking about anything that mattered.

The friendship felt almost formal. A dance that both of them had to do perfectly or risk stepping on the other's toes. It was exhausting.

It was one of the reasons why she hated 1969 so much. Their apartment was so much smaller than the Tardis, and Martha making them share a room didn't help the awkward feeling she had.

Penny found every excuse she could to leave the tiny flat. Being a teacher kept her out of the house, so when she saw the local school needed a Latin teacher, she jumped at the opportunity. She spent many weekends in the library, grading homework or feeling horrible that she was avoiding spending time with her best friend.

But whenever Martha or the Doctor asked why she seemed to hate 1969 so much, she couldn't exactly tell them the truth.

Her most used excuses became:

"None of my favorite bands exist yet."

"We've already seen the moon landing three times, I'm not sure we need to see it again."

"I miss traveling."

She wasn't sure whether they believed her or not, but they didn't push her for other answers.

But now that the Tardis was on its way, she was tired of using the same fake excuses over and over again.

She was tired of waking up in the same place every day with no variation. She was tired of waiting for the Tardis. She was tired of feeling distant from her best friend. She was tired.

It took eight days for the Tardis to arrive in their apartment.

The clock struck three and Martha and Penny were asleep.

Penny had spent the better half of an hour convincing the Doctor to get a few hours of sleep after five days without it and she was exhausted after a particularly violent nightmare that woke her at two AM that morning.

She was woken, not by the sound of the Tardis materializing, but the Doctor gently shaking her awake reluctantly. Apparently, he'd noticed how little she slept just like she noticed how little he slept.

Penny grunted and rolled over. They'd waited eight days, she could survive a few more hours if it meant she would get some sleep. Burying her face in her pillow, she went right back to sleep.

A World War Two jacket. A vortex manipulator. A charming smile and a voice like honey.

The gasmask people walked toward her, cutting off her exits. She was completely surrounded with only a spanner to defend herself with. She held it like a bat, ready to swing, but it dropped from her hands when she saw how one of them was dresses.

"Oh god," She whimpered, leaning against the brick was behind her for some kind of support. "Claire." She felt her eyes water, tears spilling over and carving paths on her ashen face.

"Are you my Mummy? I want my Mummy." Claire's voice was distorted.

"No, please leave me alone." She cried, wishing she could sink back into the brick wall. She screwed her eyes closed as the masked people advanced.

She felt someone grab her hand, but it wasn't Claire's soft hand. It was callused and rough. She looked up.

"Come on, Vix! Don't just stand there!"

Penny woke up in her room on the Tardis with a stifled gasp. She franticly looked around for the Doctor, who for the past six months had been next to her whenever she had her nightmares and was shocked to find she was no longer in their crappy flat.

Her bedside lamp turned on automatically and Penny's gaze shot to a small pill bottle that held the only things that would give her a peaceful sleep.

She sighed and dropped back onto her bed, running a hand down her face. There was no way she was going back to sleep, pill or no pill.

Her head pounded and she rubbed at her temples, waiting for them to fade before she got up and got dressed for the day.

The Console room was colder than Penny expected it to be, she rubbed her arms to try and generate a bit of warmth.

With a glance around, Penny could tell that the reason why it was so cold was because the door to the Tardis was open, showing off a beautiful view of a purple planet.

The Doctor was sitting in the edge, looking out.

For some reason, Penny felt as though she was interrupting something when the Doctor heard her foot steps and turned to face her with a small smile.

"I thought you'd still be sleeping." He admitted as he gestured for her to sit down beside him.

After a moment of hesitation, she did so, sitting closer to him than she normally would because of how cold she was.

"Nightmares." Penny responded simply. The Doctor lifted the arm nearest to her in invitation. Penny readily took advantage and ducked under his arm, the Doctor pulling her closer for both warmth and comfort. She leaned her head against his chest, relaxing. "It's a gorgeous view."

"Yeah. Raxicoricofaliputorius."

Penny repeated the word in her head until she was confident that she could say it, which took roughly 47.89 seconds. "Raxicoricofaliputorius? Try saying that five times fast."

The Doctor snorted. "I had to deal with a family from here trying to blow Earth up for fuel."

"As one does." Penny snarked. "I'm assuming you stopped them, seeing as Earth is not currently blown up for fuel."

"You'd assume right." He paused. "I was a different man then."

Penny blinked drowsily. "You're not a man. You're a Time Lord."

The Doctor rolled his eyes. "I was a different Time Lord." He amended fondly.

"You've said that before though, that you were a different man before." She yawned. "What exactly do you mean by that?"

The Doctor shrugged. "I always forget that you humans don't know anything about Time Lords."

"You're not exactly well-known, Doc."

"Human's look similar to Time Lords, but there are many differences. Such as the two hearts." He used his free hand to tap at his chest where his second heart was, as if to demonstrate. "We also... well, we..." He trailed off, unsure of how to explain. "We have this way of cheating death, I suppose."

Penny could feel him look down at her, as if to gauge her reaction. "Sounds useful." She nodded.

Whatever he had been expecting, it wasn't that. He laughed, shaking his head fondly. "Of course you'd say that." His laugh resonated through his chest and Penny could feel it vibrate.

Suddenly she was hit with a realization. She loved it when he laughed and smiled because of her. She loved it when he told her about his favorite planets, or when he rambled to her about a terrible documentary. She loved how he just had to help other people, even if it put him in danger. She loved his warm eyes and how he could portray any emotion he wanted in them. She loved the Doctor.

She was in love with the Doctor.

Her face burned and she realized he was talking again.

"When we die, all of our cells rewrite themselves, we have different organs, different hair, skin, and brains. We literally become a different person." He paused before rushing out the next sentence. "But we're still the same person, really. Just with different habits and personality."

She nodded so he'd know she understood, but she was just hoping he wouldn't notice her change in attitude or her bright blush.

She felt the Doctor's gaze on her and knew he expected her to say some sort of snarky remark, but she was in too much of a shock to come up with something clever. She tried to think of something, but she ended up just blurting out a random half done insult.

"So if you regenerate, things might end up in the wrong spot, right?" She asked, but didn't give him a chance to answer. She had no idea where she was going with this. "So... you could end up with ears where your hearts are?"

It obviously wasn't Penny's best remark, but it seemed to appease the Doctor. He snorted, looking down and bumping Penny's head with his. "Actually, that is possible, very unlikely, but possible." He admitted.

Penny smirked. "Is that what happened with you?"

The Doctor's face scrunched up. "What?"

Penny pushed her feelings aside, she would deal with them later. "You're such a terrible listener, I just figured that was you. Maybe it's because you have ears where you're hearts are meant to be." She mused, pretending to consider the thought. "It would make sense.

"I am not a terrible-" He cut himself off, noticing how Penny seemed to be considering the idea. "How would I be alive if I didn't have at least one heart?!"

Penny nodded thoughtfully. "You're right." The Doctor sighed in relief, ready to change the subject, but Penny beat him to it. "Are there any alien species that don't have hearts?" She asked.

The Doctor grinned down at her, not noticing the mischievous glint in her eyes. "Yes, actually. Much like many insects on Earth, there are many species that don't need hearts, such as the Zolion."

"Huh." Penny paused. "So, how do I know you wouldn't be able to survive without your hearts? If it's possible, there might really be ears where your hearts are meant to be."

The Doctor's jaw dropped. "You don't seriously think-" Penny tried her best to look unconvinced. "Fine." He used the hand that wasn't wrapped around her shoulders to grab one of her hands, sending a blush up Penny's neck that he was too busy to notice. "Feel my heart beats." He guided her hand to one side of his chest before moving it to the other.

Penny could clearly feel them beat, slightly quicker than normal due to his worked up state. She shook her head after a moment. "No. I don't feel anything."

"What do you mean you don't feel anything?" Penny shrugged as best as she could with his arm wrapped around her. The Doctor sputtered for a moment before smirking. "If I didn't need have hearts, then why did CPR work on me?" He asked smugly.

"The chest compressions made noise, which was loud to the ears in your chest and woke you up." Penny bullshited easily.

The Doctor stared at her blankly.

Penny fought to keep her shit eating grin off her face. He stared at her for a solid ten seconds before Penny couldn't hold her laugh in any longer.

"I can't believe-" She got out between giggles. "I can't believe you thought I- thought I didn't know you have hearts!" She collapsed against his side in hysterical laughter.

The Doctor tightened his hold on her and grumbled about something or another.

Despite her giggles, in the back of Penny's mind, she couldn't help but lecture herself for falling in love with someone who could never love her like that back.

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A/N

HannahHPandDWfanJones: if you think Martha is trying to push them together, just wait for Donna and Amy!!! XD

denise3: Hi! I've read a few of your works so far and I love them! I'm a huge perfectionist myself and the best advise I ever got was to just keep writing because you can't edit a blank page :) keep being a fantastic writer!!

1. I'm so so so sosososososo sorry this chapter is up a day late! Not that excuses matter, but I just got super busy and only had 400 words done last night, and I didn't want to give you all a tiny chapter

2. You guys seriously rock! Every time I see a comment for this book, I want to keep writing, so thank you so much for supporting and encouraging me!

3. Next up is Utopia. I'm sure you're all wondering about Jack... and I think you will be pleasantly surprised with what happens ;)

Have an absolutely wonderful day/morning/night and I'll see you next chapter!

-Jamie