The groan of the Taris was comforting in that the Doctor didn't want any more arrows piercing the front door of his beautiful time ship.

"There we are then, back in the vortex. No more Queens guards chasing after us with weapons drawn."

And you've got no idea why she went all red queen an' 'off with his head' on you?" Martha asked, leaning against the console as she caught her breath and the Doctor grinned.

"Nope! It's gonna be fun finding out though!" he declared, shoving his hands into his pockets and meeting her disbelieving eyes.

The moment was familiar for the Doctor, the release of tension at the end of an adventure and he felt his hearts clench in his chest as every we-survived-let's-celebrate hug he'd ever share with Rose flashed through his mind and he began moving around the console, licking any unconnected switch he spotted just to give his hands something to do.

"So, what now?" Martha asked, no longer breathless, and with sparkling eyes alight with the discovery of all of time and space.

"Just one trip. That's what I said. One trip in the Tardis, and then home," his voice was tightly controlled and the Doctor knew he should stick to what he'd said. He should set the coordinates for London. The morning after he'd picked Martha up, but his fingers hesitated on the dials.

His words sat hovering in the air as he considered his choices. Between taking Donna home the previous Christmas and finding Martha at the hospital, the Tardis had been so quiet and empty. Almost cold, if not for the ship's constant gentle touch against his mind.

And then there was the pain that had radiated out through Rose's eyes on that beach when he'd told her he would be travelling alone.

"Although," he continued, dragging the word out and shooting Martha a glance across the console, "I suppose we could stretch the definition a little... Take one trip into the past, one into the future. What do you think?"

Her features transformed from masked disappointment to unrestrained delight. Her face lit up, and the Doctor grinned at her brightly in response and the young woman declared that she had no complaints. He hadn't expected her to, he could already see that she was hooked and that, more than anything, should have convinced him to take her straight home before something happened to Martha like it had to R—

He stopped his thoughts from continuing on that path, and let his mouth have free reign, "How about another planet?" He half tempted and half dared the human, his fingers tapping across the console as he considered and discarded several hundred potential locations.

"Can we go to yours?"

Rose wouldn't have asked.

"Ah, there's plenty of other places."

Martha's innocent question ground his huge mind to a halt and left only that singularly unfair thought ringing in his ears. Rose wouldn't have asked.

Moments later, he was berating himself. Rose wouldn't have asked that because the first place he took her was to see her own planet burn, like the giant prat he was. Had been. Still was.

He'd shown that innocent teenager the end of her whole world, nearly gotten her killed, and then instead of comforting her he'd told her that it wasn't just her world, but his world too. Every world. Everything dies.

He'd never understood how she'd gotten him to spill one of his darkest memories a mere twenty-four hours after meeting her, nor how she'd not run screaming from him after that first trip.

Either way, he wouldn't, simply couldn't, tell Martha just like that. That peaceful easiness belonged to Rose alone.

"—What's it like?"

The Doctor shook his head, and moved to the console display, pretending to be absorbed in the data, but not answering her would draw even more questions he didn't want to answer and without permission from his mind, he started to speak.

"Well... S'beautiful, yeah," he offered half-heartedly, hoping she'd drop it, but the medical student continued, oblivious to his pain.

"Is it, like, you know, outerspace cities and stuff?"

"I suppose so," he answered again, eyes fixed on the Tardis screen, studying the readouts and not absorbing a single piece of information as Martha's words clawed at his hearts and tore open wounds that Rose had slowly, silently, and gently sewn shut with her unwavering compassion and hours of patience.

"Great big temples and cathedrals!" Martha continued, her imagination painting an image that was crippling him in her naivety.

"Yeah."

Part of him was screaming to tell her that Time Lords had no place for religion and that the temples that had once existed had been removed when Rassilon came to power.

Another part of him wanted to shout for her to be silent, to show her the tatters she'd made of his hearts before taking her home.

The smallest part of his mind, but the one with a slightly northern accent, which was currently winning the fight, insisted that she didn't know any better, the poor stupid ape. That he should just agree and let her think whatever she wanted.

"Lot's of planets in the sky?"

"A burnt orange sky," he said after she stayed silent for a moment, indicating that she expected more of a response than his agreeable noises. He'd told Roe about Gallifrey because she'd never asked, and he wanted her to know. Martha's questions made him want to keep his favourite places secret.

He wouldn't tell her about the Cadonwood tree he'd climbed as a child or the ledge halfway up the Mountain of Solas that gave the perfect view of the twin sunrise.

"With mountains that go on forever, slopes of red grass capped with snow, and the citadel enclosed in a mighty glass dome."

He very carefully didn't lie, choosing his word with a delicacy that he didn't know he could manage any longer when it came to speaking about his planet, but the few cautiously selected facts he'd chosen to divulge seemed to satisfy her curiosity while whetting her appetite for more.

"Can we go there?" she asked, her question almost a breathless sigh as she stared at the side of his face, and the Doctor felt his hearts clench again, forcing him to throw off his sudden bout of melancholy and shake his head.

"Nah! Where's the fun for me? Tell you what, I've got a better idea."

He took off then, running around the Tardis as though he could run from the memories her questions had awoken. His switch flipping and dial spinning was no longer a random pattern to keep his hands busy but a familiar sequence that would take them somewhere magnificent.

"Year five billion and fifty-three, planet New Earth. Second hope of mankind. Fifty thousand light years from your old world, and we're slap bang in the middle of New New York. Although, technically it's the fifteenth New York from the original, so it's New New New New New New New New New New New New New New New York. One of the most dazzling cities ever built..."

It occurred to the Doctor, as the Tardis landed and he led the way towards the doors, swinging his coat on while telling Martha about their location, that he should probably have taken her somewhere else. He didn't want to replace the memories of the time he and Rose had spent there. He didn't want Martha to replace Rose at all. He didn't want anyone to replace Rose.

But it was too late, and the two of them stepped out of the Tardis and straight into the tail end of a rainstorm.

"Oh that's nice," Martha grumbled, flinching back towards the Tardis, hands raising against the cool droplets hammering down from the grey clouds above, "Time Lord version of dazzling."

The Doctor resisted the urge to stare at the human beside him, lift an unimpressed eyebrow and offer to take her home instead. He knew his lack of patience was just a side effect of reminiscing about Gallifrey, so forced a grin onto his face and turned his gaze to the stormy sky instead.

"Bit of rain never hurt anyone," he glanced around, taking in their surroundings before continuing. "Come on, let's get undercover. Over there," he told her, indicating with a brief nod of his head and flipping the collar of his coat up against the rain before he dragged her out into the rain to explore.

They'd barely moved twenty feet from the Tardis before Martha spoke again, "Well, it looks like the same old Earth to me. On a Wednesday afternoon."

Her complaints had the Doctor struggling not to roll his eyes, and he quickly began searching out something to distract Martha from her grumbling.

"Alright, hang on... News console! Let's have a look then," he said, moving towards the screen he'd spotted tucked away under a small wooden awning that kept most of the rain off them while he ran the sonic over the device, hoping it would give them some information that would satisfy his exceptionally picky companion.

The screen took a moment, but it did eventually buzz to life, displaying some kind of traffic report, and the Doctor beamed happily at the familiar view of the city and the hospital he recognised from their last trip, complete with hills of applegrass.

"Oh! That's more like it! That's the view we had last time!" he exclaimed, taking a single step back from the screen until he could look up past the awning, spinning in a circle as he studied their surroundings with a fresh eye, the buildings rising high into the rain-filled sky above their heads. "This must be the lower levels, Down at the base of the towers. Some sort of undercity," he mused, only half explaining to Martha as he wondered why the Tardis had dropped them there.

Maybe she hadn't wanted the memories of Rose to be replaced either, but the Doctor pushed the thought to the back of his mind to contemplate later.

"You've brought me to the slums?"

The hint of disdain and touch of frustrated anger in the girls' tone drew the Doctor's attention and he sighed internally. There was just no pleasing some people, he decided, and finally, let a frown at Martha's attitude gather on his features. She was standing on an alien planet, five billion years in her future, and she was worried about where they'd parked.

"Much more interesting," he insisted, "It's all cocktails and glitter up there. This is the real city."

"You'd enjoy anything," Martha replied, and the Doctor shrugged, a pleased grin stretching across his face, even though he strongly suspected that she hadn't meant it as a compliment.

"That's me! Ah, the rain's stopping. Better and better." He had to make a concerted effort not to think about how Rose would have been thrilled to see such a different part of a world that she'd been to before. He tried not to imagine her wandering off through the back streets, running through the filthy, narrow alleyways and stumbling across some children playing. Tried not to envision her joining in with light and laughter.

He really did, but Martha's complaints made it difficult for his mind not to make the comparisons.

"When you say 'last time', was that you and Rose?"

Just like that, his thoughts of Rose ground to a halt, and so did the Doctor. He paused for a long moment before his hand went to rub at the wet hair clinging to the back of his neck.

"Uh... yeah. Yeah it was. Yeah," he answered softly, voice light in an attempt to deflect any further questions, but Martha remained undeterred, her arms still crossed, and her fingers curled around her own arms tightly.

"You're taking me to the same planets' that you took her?" she all but demanded and the Doctor felt his shoulders tense defensively. The Tardis was his. He was the pilot. If he wanted to visit the same seven planets in a week-long cycle for a year it was no one's business but his.

'No arguing with the designated driver,' Roses' voice muttered through his head and he frowned down at Martha.

"What's wrong with that?" he asked, voice deceptively soft.

"Nothing. Just ever heard the word rebound?" the human all but snarled, and his eyes narrowed as she moved to stalk past him. Without letting himself think about it, the Doctor's hand shot out and grasped Martha's elbow in a firm but gentle grip. He pulled her to a stop and waited until she tossed her head to meet his eyes.

"Rebound suggests that I'm attempting to forget about her," he said quietly, "which I am not."

Martha flinched slightly, but he held her gaze. This was important. She'd flirted with him when he first picked her up, before Shakespeare, and he needed her to understand that he couldn't do that again.

The wounds were too raw.

"I told you when you came onboards. You are not replacing Rose." Despite the thunderous pounding of his hearts against his chest, his voice stayed low and steady, and he held her eyes for another silent moment before he sniffed, almost dismissing the moment, and released her.

The Doctor slipped his hands into the pockets of his coat, and stared down the street over her shoulder before adding, "Besides, if I never revisited planets, never took new guests to places I'd been to with previous companions, I'd soon run out of universe to show people."

Martha seemed frozen where he'd halted her, staring at him with an unreadable expression, so he brushed past her casually in the direction she'd been about to stalk off in, calling over his shoulder for her. "Come on then," he said, spinning to walk backwards, and waiting for her to follow, when suddenly several shop fronts opened seemingly simultaneously and began shouting, trying to sell them both various chemical moods.

With his head whipping left and right as he tried to follow the shouted sales, something in the Doctor's gut told him that today was going to be another long day.

With Martha abducted, thousands of lives trapped on the motorway, Macra living in the undercity, and a big old Face of Boe in need of saving, the Doctor realised that he'd not thought of Rose since shortly after landing on New Earth.

Now, however, as he knelt down in the shattered glass that had once held the Face of Boe, waiting for Brannigan to deliver his coat and Car four-six-five-diamond-six to bring back Martha, his pink and yellow human flooded his mind once more.

The first time they'd encountered the Face of Boe had been when he'd taken her to watch her planet burn. The second time had been right here on New Earth while Cassandra was compressing her brain and controlling her body. Somehow it felt wrong that Rose wasn't present for this third meeting, to complete the circuit.

He could see her crouched beside him as clearly as he could see Novice Hame. Rose wouldn't have hesitated in pressing a gentle hand to Boe's cheek, to offer comfort, while the Doctor's own touch telepathy forced him to hold back from what he might sense against his shields.

She'd have told the big old face stories and made him laugh. Distracted him from whatever discomfort he might be in, and suddenly the Doctor found words of his own spilling out.

"Martha should be here soon. I'll introduce you. She's brilliant. A Student Doctor. Not been travelling with me long—"

'Your blonde companion from before...?' the Face of Boe asked. Even his mental voice sounded tired and slow, but the Doctor ignored the strain he could sense there and shook his head.

"No, that was— She's gone. I'm sorry. She'd have loved to meet you properly."

The face was silent, his gaze steady, and it felt like he could see far more than the Doctor was saying, and he quickly averted his eyes to the floor, studying the shattered shards of glass that so resembled his heart.

'Doctor. Can't you hear the wolf howling?'

In an instant, the Doctor's head snapped up so quickly that he heard the bones in his neck crack as they shifted, his features painted with shock as he stared at the Face of Boe, jaw loose and eyes wide.

"What? What did you say?"

"Doctor, what's wrong?" Novice Hame asked, her expression beneath the fur was confused and concerned, and the Time Lord quickly realised that, for once, the Face of Boe hadn't broadcast his thoughts, but sent them directly to the Doctor. A private message meant only for him, and the Doctor was forced to stop himself from demanding answers that would draw unwanted questions from Hame.

Silence reigned for a moment, and then the Doctor shook his head, "Nothing, I just... It's been a long day, I thought... Nevermind."

'She is approaching, Doctor,' the Face of Boe announced, and the Doctor felt his hearts rise to settle in his throat before he realised that the Face meant Martha. At the announcement, Novice Hame had turned her attention to the hall behind them, and the Doctor could already hear his companions booted feet against the floor.

"Doctor?"

"Over here," he answered, not bothering to raise his voice and keeping his sharp gaze on the Face of Boe. He knew the acoustics of the senate would carry his voice to Martha, but he couldn't hide the dark wariness in his voice that the Face of Boe's words had brought to the surface.

The Face met his eyes calmly as Matha headed for them, and the Doctor could almost see amusement in swimming around in that tired, old gaze, but he had to brush it off as Martha finally darted into the room, and he turned to face her as she stepped into the room, already springing questions on him in her excitement.

"Doctor! What happened out there?" she slid to a stop and blinked at the tableau before her. "What's that?"

If he hadn't been watching the doorway when she came running in and seen the hesitation and brief flash of fear in her eyes, the Doctor might have chastised her for her lack of empathy, but instead, he gentled his tone and explained.

"It's the Face of Boe," he introduced. "It's all right. Come and say hello."

The Doctor paused and glanced at Novice Hame. He'd chastised Rose the last time they'd been on this planet at her shock when faced with cat nuns, and the urge to continue explaining the sheer alienness to Martha rose up in his throat and manifested itself into words as the young student doctor approached the Face of Boe slowly, her fear transforming into amazement and wonder, "And this is Hame. She's a cat. Don't worry."

A hint of sadness began to stain Martha's amazement as the Face of Boe let out a pained sigh, and the Doctor turned from her to settle his now gentle brown eyes back on one of his oldest friends. "He's the one that saved you. Not me."

"My lord gave his life to save the city, and now he's dying, " Hame cried as Martha cautiously crouched beside the cat nun, but whether her words were aimed at the Doctor or meant as an explanation for his companion remained a mystery.

"No! Don't day that. Not old Boe, plenty of life left," the Doctor denied. He knew the words were futile, but he had to hope. The Face had spoken of wolves and howling, just as Lillith had in 1599, and he couldn't believe that to be a coincidence.

He needed answers to the multitude of questions now swirling through his mind, and if the Face of Boe perished here and now he wouldn't get them.

'It's good to breathe the air once more,' the message was another broadcast, and despite the reassurances in his mental tone, Hame's face crumpled with grief.

"Who is he?" Martha asked, dark eyes turning on the Doctor and he drew a breath, pushing aside the thread of frustration. She could have asked the Face, but she was only human.

"I don't even know," he told her, eyes raising to meet hers, even as she turned her fascinated gaze back to the Face. He lowered his own eyes once more, forcing himself to be present, to bear witness, and not allowing himself to be distracted from the loss that his time sense told him was inevitable. "Legend says the Face of Boe has lived for billions of years, isn't that right? And you're not about to give up now."

It was almost an order, a command, but somehow the Face of Boe sensed the desperation in his voice, and his response was a reassuring brush against his mind. A hug from a comrade in arms.

'Everything has it's time. You know that, old friend, better than most,' and then something shifted and the Doctor knew that only he would hear the next words from the Face. 'Everything has it's time, and that time is not always when you think it should be, Time Lord.'

The Doctor blinked in surprise, but any response he might have given was stolen by Novice Hame's shaky voice.

"The legend says more," she announced and the Doctor's head snapped up from the Face's tired eyes.

"Don't. There's no need for that." His voice was firm, unrelenting, shoulders tensed. The Face seemed to know far too much about the Doctor's past. About Bad Wolf, and about Rose, for him to want any more secrets revealed. Especially with an audience, but Novice Hame either didn't hear the warning in his voice or in her grief she no longer cared.

"It says that the Face of Boe will speak his final secret to a traveller."

"Yeah, but not yet. Who needs secrets, eh?" the Doctor said. He could feel his jaw tense, and the warning in his voice was explicit this time. Leave it alone. His eyebrows raised, as though daring Hame to push the issue. Some instinct told him that the Face of Boe had already passed on the secret meant for the Doctor alone, but he didn't want it confirmed. It meant there was nothing he could do to stop this death, and he really needed a day where everyone lived.

There was a brush of reassurance against his mind once more, and his eyes dropped from the silent staring content with Novice Hame to the Face of Boe once more.

'I have seen so much. Perhaps too much. I am the last of my kind, as you are the last of yours, Doctor...'

"That's why we have to survive. Both of us," his voice felt tight and there was a familiar pain blossoming between his hearts. His hand twitched forward and laid against one of the elongated appendages that trailed across the floor and he couldn't have stopped his mind reaching out to the telepath if he'd wanted to, the desperate plea escaping his barriers almost against his will. 'Don't go...'

Those two words screamed so much more. Don't leave me alone. Don't bring back that pain. I'm barely holding it together. Don't put me through this, another death, another loss. Not again. Give me a day where everybody lives!

'I must,' the Face responded slowly, his thoughts once again for the Doctor alone. The Doctor couldn't tell if the Face had been able to hear the underlying pleas in the Doctor's two simple words, but Boe's thoughts came to him on a wave of apology and warm camaraderie that told the Doctor that the Face knew him better than he had previously suspected, but there was no time to ask questions.

He could feel the Face's strength fading fast now and the Face of Boe broadcast one last message. The Doctor could feel the intentions behind the enigmatic words swirling around the room. To satisfy the curiosity of his nurse, and to protect the Doctor from unwanted questions.

'Know this, Time Lord...' the Face of Boe began, before pausing a moment and seeming to gather the final shreds of his strength before he surprised everyone by opening his mouth and speaking his final words aloud. "You are not alone."

A terrifying myriad of emotions suddenly flooded through the Doctor's body, touching on anger and despair through to hope and wonder. He could feel his mind producing a chemical cocktail in reaction to the emotions, and had to spend a moment concentrating on regulating his body's almost visceral response to those four simple words.

His optimism was preparing to go through the roof, and yet the fear those four words instilled chained it down. A moment later grief crushed all other emotions as he felt the Face of Boe breathe his last through the telepathic connection he'd forged and the Doctor allowed his hand to draw back as Novice Hame broke down into choked sobs of unrestrained anguish.

He saw Martha stand and take a respectful step away as his mind spun with a multitude of emotions and questions. None of which had a resolution, and he forced himself to rise to his feet and move to stand beside his newest companions. His arm curled around her shoulders, tugging her into a reassuring hug that might have been for her benefit, but the sensation of warm human arms around his waist was something that Doctor was craving at that moment too.

The Face had supplied him with both hope and fear, and questions that now had no answers, but he didn't allow himself to think of any of them. Instead, he forced his mind to process the grief of another death in his long life and to offer comfort to the companion under his protection.

For now, that would have to be enough. And if, in the deepest part of his shielded mind, he heard the occasional howl of a wolf, then the Doctor refused to acknowledge the sound as anything more than the screams of the dying Gallifreyans that had plagued his thoughts since the end of the Time War.