Disclaimer: I don't own Doctor Who, not at all. So please don't sue! I'm just having a bit of fun!

If this is well recieved, there will be a mini sequel to this.

Italics signify flashbacks.

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The Doctor stood at the TARDIS consol fighting with the settings. The swing music that drifted delicately about the room was accompanied by the amused laughter of his companions. Vehemently gazing over his shoulder at the dancing pair, his eyes settled on the savviest Captain. Why had he ever agreed to let him back aboard the TARDIS?

Gritting his teeth the Doctor diverted his attention once more. Rose, the blonde London native, had pleaded with him to save the former time agent. His skin creped lightly at the thought of those two sending small smiles and mischievous glances at one another. A time lord does not get jealous. He scolded himself.

When he had joined them for what seemed as good, the Doctor had tried to bite back some of the cynicism. But with every passing hour, every 'unnoticed' touch or word, he found it more difficult to comply with courteously. The Captain obviously didn't understand the concept of boundaries. And Rose wasn't exactly encouraging this new set of common manners.

The force of his movements against the machine increased. The transport vehicle beeped in protest to the commands causing the Time Lord to grumble with dissatisfaction. His sputtering attracted the attention of the companions.

"Doctor?" he heard the woman ask, a curious concern skimming her tone. He paid no heed to her until he felt a hand on his shoulder. This only earned a shift of position.

"Don't worry 'bout him Rose." Jack Harkness cooed. "He's just not fond of— "

"SHUT your trap, will you?" The Doctor's not-quite-characteristic anger showed.

"Come on Doc! It's not like I'm trying to break your hearts!"

"Jack…" Rose paused. "How did you know that?"

"Know what?"

"About the Doctor having two hearts."

"He has two?" Genuine surprise filled his voice, confusing the blonde. "Odd. Not many species do. I guess that does make you one of a kind."

The last of Jack's sentence was accompanied by his best charm. The Doctor's stomach churned painfully. The pain stabbed as he felt a pair of larger hands kneed his neck. The Time Lord allowed his eyes to close for a moment.

Arms snaked their way around his mid section, pulling him backward. Soft lips pressed against his neck, the breath behind him sending small shivers up his spine. A quirky smile decorated his own face.

"Come 'ere."

"Come 'ere, Doc." Jack whispered as the Doctor's shoulders relaxed a bit, leaning into the massage.

Within a split second the Doctor bolted away. Spinning on his heel to face the other man, he tensed up once more. Rage filled his eyes. He raised a finger, pointing at the other man.

"Keep your hands off of me, am I clear?" he hissed. "And leave Rose out of your pathetic schemes. You don't need to get her all worked up just to toss her to the side. If anything you should be groveling to her for saving your life instead of leading her on like she doesn't know any better!"

"Doctor!" Rose exclaimed. "I'm old enough to take care of myself!" Though her words held anger, she couldn't help but also feel slightly touched at the Doctor's concern for her.

"NO Rose, you're not old enough!" he growled. "Nine hundred bloody years won't prepare you for this slimy man!"

The two companions wore similar expressions. There was one difference. Rose's bewilderment was that alone. Jack's held offense.

"Hey, I understand your being on your toes around me, but unless I've done something to particularly offend you, I'd like it if you wouldn't twist my intentions."

"Intentions! Yes, Jack, what exactly ARE your INTENTIONS?" The Doctor's glare sparked.

"That's not really fair of you, is it Doctor?" Rose asked. "You don't even know him."

"Jack Harkness, Captain Jack Harkness." The smooth talking man slipped his hand into the Doctor's to greet a firm and pleasant handshake. "It's a pleasure to finally actually meet one of the Time Lords. I just travel."

"But that's the best part of the Time Agency, now isn't it?" The Doctor's ever shining curiosity ran wild. "You get to see so many things! Meet so many people."

"That's very true." The captain grinned as he took another sip of his drink before saluting the Doctor with it. "But it's not every day someone meets a person like you…" a flattering smirk spread across his face, simply causing the doctor to laugh and shake his head.

"Rose…" The Doctor swallowed hard, a rough look swiping over his features. " I wish you were right about that. But I wish you did, and then you'd see... " A sharp silence filled the room as the elder being marched out of the control room.

Rose watched the Doctor leave quietly. Out of the corner she saw Jack move towards the door to head after him. The girl reached out to catch his wrist.

"No, let me." She sighed and jolted into a slight jog after the Time Lord.

Unfortunately, the TARDIS seemed to be more compliant to the Doctor's wishes than to Rose's. Though only a few seconds had elapsed since the Doctor had disappeared around the control center's corner, he was no longer in sight. Rose inwardly groaned. This was the problem of having an intuitive vessel.

After twenty minutes of walking and complaining out loud, the TARDIS must have grown tired. Either of her whining or of simply turning her around, Rose wasn't sure. But the moment she saw the door to the Doctor's room, she didn't really care. Something had done the job.

But as she came closer, her body froze slightly. The man who had swept her away had seemed livid. Staring at the door she wondered why. Surely he would know that she meant nothing by…exchanging pleasantries… with the former Time Agent.

Hadn't she said in so many words how she felt? Her heart sank. Did he just not want to see? Did he ignore it? Or did he simply not care?

Rose shook her head, and tapped on the door. Now wasn't the time to be thinking like that! Her Doctor was upset. That was something that didn't settle well with her.

"Rose, I'm not in the mood to entertain right now." A muffled voice, slightly miffed, could be heard.

"Well, I'm sorry Doctor, but I'm coming in!" Her voice was much stronger than she felt.

Luckily the transporter seemed to be agreeing with Rose as it unlocked the door for her. She could almost feel the Doctor's annoyance as he heard the door swing open. Stepping inside she wasn't so surprised to find him in a rather plush chair on one side of the room, opposite from his bed.

The doctor seemed to be entranced, lost in his thoughts. His hands clenched fiercely onto a cup of tea. Staring down into the mug, his eyes seemed so sad it made Rose fight the urge to get a bit teary herself.

Chewing her lip she walked over to the chair and kneeled before it. Raising her hand up, she placed it delicately on the Doctor's arm. He made no gesture.

"Doctor, please, tell me what's wrong." Only silence responded. "You knew Jack before now, didn't you? What did he do to make you so upset?" Rose's head spun with the mere notion that the Captain could have done something horrible enough to induce this lingering mood that plagued the Doctor.

"Yes, Rose, I knew him." The Doctor finally consented, looking like he was going to choke.

"It was about, oh, three of your years ago. But, you know me and time. It's all relative." He beamed for a minute, looking at her. "You know there was one time when a companion of mine had to remind me that not a week had passed, but nearly four months. You see I had—"

"Doctor." Rose said, firmly. " I enjoy your stories, greatly. But that's not the one I want to hear."

Adverting his gaze he took a moment to place the mug on a stand beside him. He motioned with his head to a chair in the far corner. Rose smiled slightly before dragging it over to sit before him.

"Now, you said it was three years ago." She stopped as something dawned upon her. "Wait, wouldn't that fall in the time period that Jack doesn't know about?"

"You're getting ahead of me, Rose." The Doctor shot her a stern look. " But, yes. In fact I'm the reason he can't remember a thing."

"DOCTOR!" Rose exclaimed, but snapped her mouth shut when she was given another look; one of both anger and pain.

"I was just on a little pit stop in his century. I thought I'd take a little breather; see the sights. There was this brilliant county café I knew of. Remarkable selection of beverages from all over the galaxies, it has. I should take you there sometime, maybe."

"Anyway, there he was, Captain Harkness. Much as he did with you, he attempted to, how do they put it, wine and dine me. Unfortunately I played his game for a while. And then the fight broke out."

"You see despite Earth not being a stranger to extraterrestrial life being around, there's still a bit of tension. Especially when you get two of different species that doesn't have a good history together in the same area! Oh boy. Can that be a mess."

"…Doctor, I love this, truly, but, the point?" Rose edged, fearing he was avoiding the subject at hand.

"Jack helped settle a nasty little situation. He explained to me that he once worked with a group that dealt with all sorts of things. I had my suspicions he was a Time Agent from then, but he seemed to have a bit of bitterness towards them even then."

"So, I let him aboard the TARDIS. She liked him enough, quite enjoyed having someone else around who knew how she worked a bit. I taught him more, how to handle her mechanics, fix 'er up a bit. She was grateful. Yes, I think he was one of her favorites." He reminisced, his expression growing rather fond.

"Hey, Doc, was that really necessary? " Jack smirked as he looked at his hands, now covered with a strange sort of oil from the part the Doctor had been handling before passing it onto his assistant.

"Look at you talking!" The Doctor scoffed, coming out from under the panel of the TARDIS that he had been tinkering away at. His entire upper torso was covered in the same substance that decorated Jack's hands.

"You have a point." The dark haired Captain smirked. "It's a good thing I let you do it, then. Would have been covered in that stuff for a week."

"LET me do this, eh?" The Doctor raised his brows before leaning down to run his finger along the puddle floor. "You just wait, Captain!" He growled playfully before lunging at Jack armed with the slime.

All war broke loose.

"He stayed with me for almost a year and a half. I have to admit, I agreed with the TARDIS. It was nice to have someone around you didn't have to explain so much to." The doctor stopped, seeing a look of hurt flash over his newest companion.

"Don't get me wrong, that's usually the best part of fun, teaching and seeing the reactions of someone. But when it came to issues like the TARDIS, and some rather sticky mix ups in other planets and times it was helpful." His answer seemed to calm her.

"Doctor, it seems like Jack was a fine person. So why would you dislike him, and why would you cause his memories to disappear?"

Clearing his throat, he asked his ship to keep the fire up. Shifting in his seat, he had become very uncomfortable. Settling he shook his head.

"Yes, he did seem perfect. But I was a fool, Rose. You see he had heard rumors of me from some rather nasty people. And I sparked his interest. And no, Rose, it's not as your thinking. Rather, the TARDIS inspired him."

"I came to find out that he had hunted me down. He had been in cahoots with two black-market dealers. Your dear Captain Jack was planning on getting me away from the TARDIS and then selling it to them. He was only with me so long because we returned to his time infrequently. And when we had, he didn't know enough to operate her completely on his own."

Rose gasped. She leaned back in her seat. How could he do such a thing? Surely there had to be some mistake!

"When I found out, I didn't want to believe it." The Doctor's glare had returned. "So I took him back to his time. Sure enough, I caught him trying to sneak away. I confronted him about what I had heard. He…He admitted it, Rose. He looked directly at me and admitted it." His voice began to crack.

"It wasn't so much what he was doing. I've been cheated out plenty of times. I can't see how anyone can live as long as I and not be. But most were plain out cons. They did what they had to do in a short time and left."

"So, I kicked him off the TARDIS. And, with some help, I had his memory covered up. He knew too much about my ship and me. He would have been far too dangerous if one of the Time Lords enemies apprehended him."

"He could have asked me to go back whenever he wanted to. I probably would have let him. I know how you humans are and your attachment to places. But, no. He just let it keep going."

"Rose, I trusted him." His words were strained. "He had played me and I fell right into his trap. I had placed my faith in him, cared, l—."

The Doctor had stopped, but his meaning had been completely caught by Rose. Her heart twisted in two along with her stomach. There were so many things she just did not want to believe in that. But from the agony the Doctor was obviously experiencing, she knew it had to be true.

"That's why I don't want him here. Rose... he betrayed me. I don't want to, no scratch that, I won't let him hurt you. " He said tenderly, bringing tears to rim the blonde girl's eyes that had now formed.

Silently she pulled herself out of the chair she had been sitting in to fall against his chest, nuzzling into his shirt, unable to form words to express her scrambling thoughts. This was all so much! She clung to the Doctor desperately.

"I'm… I 'm so sorry Doctor! I didn't know," she swallowed before whispering. "I didn't know."

The Doctor held her close, feeling she was safe from her pain here. "I know, Rose."

"But it's been so long! Surely he's not the same person he was!" She begged, trying to convince her mind as she pulled back to look up at him.

"I hope your right, Rose." He smiled weakly, kissing her forehead. "Bless me, I hope your right."

"I'm, I'm sure I am, Doctor! You'll see! We'll just, we'll watch him is all!" She said, a new enthusiasm filling her tone. "And I promise you, I won't let him hurt either of us." She had become serious.

The Doctor had protected her from their current dangers. It was her turn. She'd protect him from his past.

"You already are helping." The Time Lord smiled, bringing a larger grin from his female companion.

Outside of the Doctor's ajar door, Jack braced himself with one hand. His jaw trembled, his eyes struck with horror. Dumbstruck, he carefully stumbled to the opposing side of the door before he slid down the wall.

What had I done?He screamed in his thoughts. Was that truly the kind of person I was? Did I really…

Biting his lower lip, he let his knees curl upwards. He buried his head in his arms that rested on them. Silently he cried for the sins of a past he did not know.