Author's Note: This story is set shortly after the Pyramids of Mars. A short interlude. It's kinda dark, 'cause it was written in a dark mood. I apologize if this is too terribly non-canon, as I haven't seen the episode that comes after Pyramids of Mars. I really don't know how much time elapses between the two episodes.

~~Why~~

"Why?"

The quiet question startled him from his thoughts.

"Why what, Sarah Jane?"

"Why… why all of this?" She waved her hand around to encompass her surroundings. Harry had left them, and now it was him and her. They had watched the UNIT building burn down and darted into the TARDIS just in time to leave, as everything around them was destroyed. Just as it always was. The Doctor seemed chipper after their narrow escape, having cheated and killed Sutekh, broken the bonds of his mental slavery, and made a getaway, Sarah in safety.

The Doctor pursed his lips. "Well, if you're going to be obtuse… All of this is due to the theories of dimensional transcendentalism---"

"No! I mean, why are we doing what we do?"

Looking up from the console, he turned to his companion, showered and changed, a few days after their ordeal in the 1920s. Sarah Jane was standing awkwardly, and he could tell that she was being serious. His gentle smile faded into confusion. "Do you want to leave me Sarah Jane?" The Doctor sounded hurt. He so dearly missed his companions when they left. They all seemed to leave so soon, tired, worn thin by the harrowing adventures. It took a lot for him to remember that they had much less stamina than he.

"No… No I just want answers. You are the Doctor and, after all the things you've seen in your 740 odd-years, you should be able to give me some."

The Doctor crossed to her as she held herself, one foot moving in a nervous twitch. "Answers are something very hard to find, even for one so old as me Sarah Jane." He placed his hands on her shoulders as she looked away, shifting her weight to her other foot. The Doctor sighed and put one arm around her. "Alright, alright. We do what we do… Travel, that is… to help the oppressed, to discover new things, to save those in need of saving, to solve mysteries, to have adventures!" A pause. "There, is that good enough?" He held her at arms length and looked into her eyes. To his surprise, she was holding back tears.

In a very small voice, she whispered "No. Yes and no. Ooooh, I can't tell." Frustratedly she stomped her foot and turned away. "It just all seems so pointless. We travel, we help, but don't you need something more?"

"More, Sarah Jane? What more could I need? I have the TARDIS, I have my freedom, I have my health, I have you and I have a life of adventure!"

"You have me… But I don't know if I have you. I need security, something to anchor myself to. Not whimsical travels in a vehicle beyond imagination. You have me, but I don't have you."

"Oh rubbish!" The Doctor twirled her around and lifted her chin so she was forced to lock eyes with him. His blue eyes softened immeasurably at her shock, a moment of fear, and he pitched his voice lower, verging on subliminal levels. "Sarah Jane, you know you have me. Speak to me. Tell me what has troubled you so. Don't cut yourself off from me."

Sarah Jane shivered and fell into his stare. Falling into those depths, she felt calm, knowing for one brief moment the wisdom behind the brashness, behind the mischievous grin and the boyish energy. In a flash, it was gone, and he smiled slowly. "Feel like talking?"

"Yes…"

"Then let's talk. But not here. Follow me."

He took her small hand in his large hand and led her along the halls of the TARDIS. For a moment she thought he was lost, but after two quick turns, they arrived at an innocuous set of doors. With one hand he pushed them open, and gave Sarah Jane a quick glance, to make sure she still trusted him. Leading her through the doors, he stepped out of the way and she stopped in awe.

Dark paneled walls gave way to rising murals of both dark and light colors. Many couches were scattered throughout the room, and on tables were palettes and easels and paints of all hues, paintbrushes and pencils and paper of all kinds. High-backed chairs formed a semi circle in one corner, while the opposite corner was filled with hanging art of varied moods. In one panel, a man, shattered in pieces lay on the roughly scribbled floor. In another panel is a small child in a valley, hair whipping out behind her as she chases butterflies. Images both beautiful and disturbing littered the room. It was a room of dualities: cheer and gloom, peace and war, light and dark.

'…Yes and no' Sarah Jane thought to herself, 'a room of confusion. How fitting…'

"Shall we?"

Sarah turned quickly and noticed that the Doctor was standing in the corner with the semi-circle of chairs. He beckoned her to pick one, making it easier for her by sitting in one first. She positioned herself diagonally from him. Not right next to him, not directly across from him, but diagonally, making a point.

"Now. Let's talk."

She took a deep breath. "My trouble comes to this. I feel lost here, like I'm being tossed about with no sense of up or down or right or wrong. You silence my morals and brush off my feelings…"

"Weeell, I wouldn't put it quite that way…"

Sarah Jane shot him a look. "Think back Doctor, when Scarman's brother was dead and you kept working as though he didn't matter. I was… shocked, I was sad, stunned, frightened, and when I pushed you, you're reply was that millions would die if we didn't stop Sutekh. That his death did mean nothing, in the overall situation."

"Yes, and that was true. And I recall you questioning my humanity. The fact is Sarah, that I am not human. As a Time Lord I have an objective view of all matters. No matter what my emotions, I must judge, not react out of compassion for one."

"But I kept asking myself. What if I was that one? You would continue, thinking and judging, even if I had died for my ways of compassion."

The Doctor turned his head to look at her quickly. "No Sarah Jane, your death would give me quite a pause, perhaps even incite my rage. Something not easily provoked but even less easily quelled is a Time Lord's rage. I don't take kindly to losing companions." He was flustered by her line of reasoning. "I won't let you die Sarah Jane, I will do my best to keep you in one piece. Haven't I done that for you thus far?"

"Yes, yes, you have. Physically I'm whole." There was a long pause, and something pulled on Sarah Jane's mind. She opened her mouth to speak, but found that she couldn't. How could she tell him of the nightmares, the mental pain that played itself out every time she saw the Doctor come down the tunnel from Mars to Scarman's house, under Sutekh's control? As he saluted Sutekh's power? As he 'died' on Mars? So many nights she had bit her lip to keep from screaming, woken up in a cold sweat, shaken by her dreams.

Her silence provoked the Doctor to pick up the conversation. "And mentally?"

Yet again Sarah Jane tried to offer an answer, and found that she could not. All she could do was shake her head and bite her lip against the tears. She would not cry! She would be strong!

"Oh Sarah…"

She hadn't seen him move, but the Doctor was suddenly right there beside her, gently picking her up and settling himself down in her chair. He held her to him as she stiffly refused to cry. She was Sarah Jane Smith and NOTHING could conquer her. She shuddered, thinking back to the shock when her Doctor had changed to this Doctor. The tall curly white-haired man had died after the awful events on the Planet of the Spiders, then come back days later, stumbled out of his TARDIS and promptly changed form into this new Doctor. Much to her consternation, he was always surprising her. This, here, now, surprised her. His tenderness. She could never have expected that he would cradle her as a child, one arm pinning her to him, the other arm alternating patting her back and gently stroking her hair, all the while making quieting noises deep in his throat. Sarah could have stayed an eternity like that, but she had to tell him, now while she felt him near her, now while she had the strength to do it.

"Doctor…"

"Yes?"

"It hurts so bad."

She thought she heard his hearts skip a beat. Their twin rhythms had been very soothing, almost a lullaby, and now a tear slipped down her face. The Doctor looked down. "What hurts Sarah? How can I make it stop?"

"For a while now… I've been having nightmares. I couldn't save you… the spiders… Then on the Ark, what you said… Even now you seem so foreign. Sutekh… On Mars when I thought you had died. When you were under his control. It was too much." Another few tears emerged. "I was strong, but inside it all came crashing down. I suddenly knew you were so different. So very different from me and I cared for you but you were so far from me. Then I was apart from you, traveling with you, but not with you and I knew how alien… The fear of losing you… The fear of losing myself." She sighed a heaving sigh and lay limp in his arms. "It's just been too much. I feel so lost. I'm just a journalist you know. I don't really belong here."

A combination of exhaustion from lack of sleep due to dreams and the Doctor's hearts beating slowly made Sarah Jane very tired. Her eyes were halfway closed as he rearranged her in his lap and picked her up, carrying her towards her room.

"I'm very glad you told me this Sarah Jane. I'm very glad you trust me. But believe me when I say you do belong here, by my side. I will help you sort this out; I will help you find yourself. You and I, together you see, and our adventures will be great, not cause for fear." She turned, drawing close to him, burrowing into his coat, and mumbled "Yes… please… help me……….." The Doctor's breath caught as he kissed the top of her head. She promptly fell asleep in his arms. He strode down the hall and whispered back "I will. We'll talk again later."

To be continued…