Once inside the library, she caught his arm before he could tell her to sit, ask her about tea, or anything else. "Wait," she said softly, her fingers resting on his arm trembling ever so slightly. As he stared at her quizzically, she explained: "I want to look at you."

He was tempted to take her literally and tell her she was looking at him, but he understood what she really meant so he merely nodded and kept still.

Rose drew a deep breath and slowly circled him, her brown eyes taking in every detail like a blind person miraculously given sight. He was a bit taller and a bit thinner than… before. His hair was longer, lighter, almost rakish: his skin a different shade of pale, his eyes not the electric blue they were but dark, like the pain in her heart. Oh, he wasn't hard on the eyes at all: she'd be lying if she said that. He just wasn't… hers anymore.

"You don't like what you see," he said quietly.

She shook her head. "It's not that… you're quite…"

"What?"

"Pretty," she said faintly.

He smiled. "Glad I meet with your approval."

"It's just a lot to take in…" she sighed, feeling drained and defeated.

He nodded. "Want to sit down? Or do you need to inspect me some more? Not that I mind now that I know I'm just a gorgeous face to you…"

She managed to laugh again. Oh, thank God his sense of humor was still there! "Yeah, I'm ready for that sit down," she replied, doing just that.

As he walked over to a food machine in the corner, she asked: "Aren't you going to ask me what I want?"

"No."

She raised her eyebrows.

"We're going to have hot toddies," he told her. "It's cold in here, and we could both do with a drink of sorts."

Well, he's just as bossy… Rose shivered, wondering why she hadn't noticed it was cold until now, turning his behavior over in her mind.

It wasn't that the Doctor didn't drink: she'd seen him pull his share a few times. No, it was more the calm, self-assured manner he was affecting, the domineering yet caring "I know what's best" attitude that was part of what made him who he was… is, she reminded herself sternly. Who he is. Now matter how odd all this is, he is still… the Doctor.

She knew she needed to get used to that if she was going to stay with him, which was immediately followed by two other thoughts: Do I want to stay with him? Does he want me to stay with him? It was disturbing and she didn't want any truck with it, but she knew she had to face this along with everything else.

Right, she thought. I'll handle this with dignity and maturity.

When he handed her the toddy, she tossed it back: and, while the soothing warmth flowed down her throat and he stared at her in amusement and alarm, she blurted out: "D'you want me to go?"

He goggled at her. Truly goggled. He'd never done that before, which meant she'd really thrown him for a loop. Way to go, Rose. Very dignified and mature.

Very carefully, he took her mug and placed it on an end table, then took several long drinks from his own. Sitting it next to hers he said, "Why on Earth would you ask something so ridiculous?"

"How am I supposed to know that's ridiculous?" she retorted. "For all I know, this… version of you might not want me or anyone else around!"

"Version," he said quietly. "You make it sound like I'm computer software that just got an upgrade."

Rose groaned. "Look, that's not how I meant it… I'm sorry."

He nodded. "It's ok. I know this isn't easy for you, Rose. There are things we have to deal with that haven't been much of an issue with my previous incarnations and companions. Until the last few, that is."

She snorted. "Incarnation… you make it sound like you're a Buddhist."

"I suppose there's no easy way to describe what happens to me," he admitted. "Regeneration, incarnation, version… they're all applicable to some extent."

Rose nodded. "So… tell me more about this… regeneration."

The next half hour was spent with him telling her about the Time Lords, how each of them had regenerations when they died, how each one was different yet he was still the same person. He described a few of his former selves to her, making her alternate giggling with disbelief.

"No!" she exclaimed. "I cannot believe you ever wore a twenty-two foot long scarf!"

"Believe it," he grinned. "I'll have you know I was the epitome of fashion!"

"Yeah… for a looney bin candidate," she smirked. Then her expression turned serious. "Doctor…"

It was the first time she'd called him that since he'd regenerated, and it filled him with both happiness and trepidation. "Yes, Rose?"

"What number?"

"Sorry?"

"You said you get twelve of these reincarnations," she said quietly. "What number Doctor are you?"

He sighed and closed his eyes for a few seconds, then looked at her. " The tenth."

Her eyes widened. "So then…"

"I have three more incarnations after this," he finished.

"And then what?" she asked.

"Then that's it," he said. "I live out the rest of that life and I die and I'm gone."

"Just like that," she said.

"Everything dies, Rose," he said gently. "Even me."

"So, this regeneration thing…" she swallowed hard and plunged on. "Is it just for Time Lords? Or is it something you can do for anyone?"

He smiled at her, a sweet sad smile that said he understood why she was asking. "Just Time Lords."

"Right," she said, staring at her hands in her lap.

"Rose…"

She looked back at him.

"If I could… I'd do it for you," he said quietly. "If I could give you one of my regenerations, I'd do it."

She nodded. "Your toddy is getting cold," she said, hating the way her voice cracked at the end.

He reached over and lifted the mug, draining it in one long drink. "Do you want to leave, Rose?"

His voice was almost casual, which might have upset her if she wasn't looking into his eyes. His eyes were haunted and scared and that realization stole her breath. For in that instant, looking at him, she could see her Doctor in him. Shining through like a beacon in the dark. And she still wasn't sure about a lot of things, but this was one thing she had an answer for.

"I'm not going anywhere, Doctor," she said, and the relief in his face made her heart do an odd little flip.