Rose sat at the Doctor's side. Owen had done his scans and had found nothing too concerning; a few broken bones that had already healed but mostly the injuries were superficial.

The Time Lord has been asleep for a few hours when Gwen suddenly appeared with a cup of tea and a half smile.

"How are you doing?" she asked, pulling up a chair beside the pair of them.

Rose blew out her cheeks and sighed. "I dunno," she replied honestly.

"Well he came back, that's a good thing right?"

"Yeah. But will he be him when he wakes up? What if Mickey's right? What if Jack and Owen have just opened Pandora's box?"

Gwen looked at the Doctor. "Ok, well…" She reached out and released the restraints, securing them around the Doctor's wrists. "There. Now he's contained. Listen. I can't imagine what you're feeling right now, but you're not alone. We're right here. We know what he's really like so don't worry about us."

"It's not that. He barely looked at any of us. He grabbed my wrist and not my hand. What if he's changed so much that…." Rose faltered.

"Hey, he came and saved you all, right? Hang on to that."

A low groan from the table drew their attention. "Really? Wrist restraints. Pretty sure we've done that before," the Doctor said, looking at Rose. "You liked it as I recall, although this has a touch of role reversal. Not sure I'd like not being in control. Be a dear and let me loose."

"No," Rose said, a little shaky but defiant. Mickey's hunch had been right, this was definitely the wrong Doctor.

"Eugh. Why does he put up with you? Is it just the sex? Cause I have to say, if he bothered to look, he could get it anywhere in the universe. Literally anywhere. Time Lords are a rare and wonderful customer. Really lends itself to someone's reputation to have a Time Lord as a client. I must admit, it's quite fun giving in to those urges. Don't know what's taken us so long to indulge actually. I mean once you get past the inferiority of which ever species you're using…."

She sat silently, arranging her thoughts as he rambled on when Mickey appeared, jabbing his thumb into the Doctor's injured shoulder.

The Time Lord cried out, body thrashing slightly, trying to get away without success.

"Mickey! Mickey stop!" Rose pleaded, pulling him away.

The Doctor's cries subsided into whimpers and heavy breaths. "Thanks," he said, staring at the ceiling and tears trickled down from the corners of his eyes.

"Anytime." The slight smile in Mickey's voice made the Time Lord look at him. After a moment they both gave chuckle.

"Want to get up?" Mickey asked.

"Are we sure that wise?" Gwen asked.

"He's fine, right Boss?"

The Doctor gulped and nodded. "Yeah. Fine."

"What the hell is going on in here?" Jack demanded, storming into the room.

"Just putting someone in his place," Mickey answered, unstrapping the Doctor.

"Everyone ok?"

"I told you to let me do things my way," the Doctor growled. "You never listen."

"What happened?"

"What do you think?! You put me to sleep with painkillers and guess who was here when we woke up? Lucky for us Mickey isn't an idiot."

"Lucky? You call screaming like that lucky?"

"It keeps him under control, so yes!" the Doctor was almost shouting, gingerly shrugging into his shirt and jacket. After a few moments he spoke again. "If I'm in pain physically then he stays away, he doesn't want to bear the brunt of it, he'd rather let me suffer the discomfort. I'm sorry, Rose, for what I said. I say things I know will hurt." He still couldn't look at her and it was killing him. He wished he knew what she was thinking, still she'd been beside him when he'd woken up, so maybe there was some hope…. If he could slay his own demons.

"How did you know that would work?" Rose asked Mickey.

"I listen when people talk, plus last time he was here and the other guy came out, Jack hurt him and he went. Thought it was worth a try," Mickey shrugged.

The room fell into an awkward silence.

"Look, you guys need to talk. I'll just be out there if you need anything," Gwen told them, beating a hasty retreat.

"Yeah, I'm gona…" Mickey followed behind, leaving just the three of them. 'Team TARDIS' as Jack liked to call them.

"So…what's the plan?" Jack asked. "I mean clearly you're in no state to do this by yourself. I mean do you even have a plan for getting rid of these two assholes?"

The Doctor sighed and rubbed his eyes. "No. I don't have a plan. I have no idea how to defeat him this time,"

"This time? So you've defeated him before?" Rose asked.

"Not defeated. Stopped him yes. Trapped him even but not defeated"

"What did you do last time?"

"Trapped him in the Matrix on Gallifrey."

"The Matrix?" Jack questioned.

"It was a super computer. He's not a concrete being so weapons don't work. You can't just kill him like any other being."

"And is that what you're gona do? Kill him?" Rose asked.

"I have to," he said quietly, staring at a spot on the floor.

There was a moments pause. "Can't we trap him in another computer?" Jack asked.

"There's not a computer powerful enough in the universe to hold him. Not anymore. He must've escaped when I sent R…Rassilon back," he hated how he stumbled over that name, how it had any kind of affect on him. "The time lock was broken so the Matrix was probably destroyed when the war restarted." He gave an involuntary shudder.

"What about the TARDIS?" Rose frowned. " I mean, I destroyed the emperor and stuff with her help."

For the first time the Doctor actually looked at her and she was encouraged. "You said that energy would burn me up, it caused you to regenerate, so can't we use that to destroy him? I mean you said he's not 'concrete' yeah? So what he's particles and energy? In flux? Is that the right word? Where he's not one thing or another? He's gotta be changing all the time depending on what happening with you…,," she trailed off as his gaze slid away. "Was just an idea," Rose finished quietly.

"Doc? Sounds plausible. Could it work?" Jack asked.

The Doctor frowned and blinked before clearly his throat. "Maybe, if I could lure him into the TARDIS. But I'd have to find a way to get him to her heart."

"Well it's a starting point! We can work on the details. I meant what I said. You can't do this alone."

"I'm beginning to realise that," he sighed, flopping down into a chair and rubbing his eyes again. "You have to understand, things have happened…"

"We know."

"No, I don't think you do, I'm not the same and I don't know if I can be…what I was, who I was."

"We understand more than you realise," Jack assured him. He looked at Rose pointedly before exiting the room, closing the door behind him.

XxXxX

Leaving the couple to talk, Jack made a phone call. "Susan? How are you?"

"Captain Jack Harkness. I assume this phone call is because my wayward grandfather has made his way back to you?"

"How did you guess?"he grinned.

"He left here a few hours ago in an almighty hurry. In need of some rescuing?" she teased.

"A little," he conceded. "Did he say much? Where he's been? What he's been doing?"

"Not really. I gather he's been travelling around, trying to do some good and help people. There's been no sign of Valeyard. Have you patched him up properly?"

"Yeah. Think we've convinced him that he needs our help too."

"Well thank Rassilon for that. Listen, Jack. I feel like I've got to tell you; he's not alright. Not by any stretch."

"Tell me," Jack's concern evident.

"He was talking to me about THAT night. With the Rahmeev."

"That must've been awkward…and kinda gross," he quipped trying to ease the tension, before kicking himself when he heard her huff. "Sorry, not the time."

"Not really. He… now I don't know if it was a one off but…. He had some kind of panic attack over it."

"You mean like an actual panic attack or a Doctor version of one?"

"I mean a proper one. Shaking, sweating, colour draining, struggling to breathe. He needs to talk about it, especially with Rose I imagine, just watch out for it."

"Oh boy," Jack sighed. "I've just left them alone…. Talking."

"Better stay close by, if Rose panics it'll make him worse." Susan counselled.

"Thanks for the heads up."

XxXxX

"Doctor. I know what happened," Rose blurted out. "I mean Jack showed me."

The Time Lord's eyes snapped to her's, a mixture of fury and panic.

"It's ok, I wanted to know. He thought showing me would be easier than trying to explain. I felt how you felt in the shower," her voice began to crack. "I know you'd never hurt me."

"But I did," he whispered, looking away again.

Rose shook her head "no, he did. He hurt both of us, on purpose."

The air in the room felt heavy as the Doctor tried to form a coherent thought. "I can see it and hear it. Hear myself… I can feel it," he sucked in a breath, grabbing at his trouser legs."I can't… I ca…I…" he was gasping again. He felt hot and sick. He needed more air. Of course he'd be underground right now, his mind raced wondering if he could make it to the lift and out onto the bay. "No air. No air, can't breathe," he wheezed.

"Jack!" Rose yelled, looking round the room for something ,anything that might be useful.

Jack burst in and ran to the sink. He whipped out his handkerchief and ran it under the cold tap at the sink before placing it on the back of the Doctor's neck. "You can breathe. There's air. Rose and I are breathing, right? You're safe. We're not going to hurt you, we love you you great dope. Come on now. Count with me, slowly."

Rose watched as colour began to return to the Doctor's face. She wanted to reach out and hold him but she thought that might actually make him worse.

"Does this happen often?" Jack asked.

The Doctor just looked at him.

"Ok, let me phrase it this way; this has happened before. When you think about it too hard."

"Or talk about it?" Rose added.

"I'm sorry," he whispered.

Rose felt her throat tighten. "The only thing you have to be sorry for, is thinking you could do this on your own."

"But I hurt you."

"Again; He hurt me, he hurt us."

Jack stepped back, allowing Rose to move closer.

"Doctor…. Do… do you still love me?"

"More than anything"

Rose let out the breath she did even know she'd been holding. "Can I hug you?"

There was a hesitancy about him that worried her before he gave a tiny nod.

Rose couldn't help it, she practically flung her arms around him. She could feel how tense he was, his body trembling. It felt like it took forever for him to hug her back and it wasn't his usual bone-crunching hug, this was restrained, unsure even.

"It's gona be ok. We'll sort it out together, yeah?"

She felt him give another small nod against her shoulder.

Jack watched them and sighed, leaving the room, worry still piercing his gut. This wasn't going to be easy. The Doctor was still so distant from them, even now and it was hard to know where to begin. Maybe he'd feel better on the TARDIS, but where should they start looking for the Valeyard? The sooner they find him, the sooner their problems shrank.

XxXxX

"How is he?" Mickey asked, sidling up to Jack whilst pretending to be busy on his phone.

"Damaged," Jack sighed, flopping into a chair.

"In more ways than one."

"Yup. Still Rose has had an idea on how to destroy Valeyard, we've just gotta find the asshole."

"She'll get through to him. She'll bring him back," Mickey said confidently.

"I hope so. But right now he's….. I don't know; lost? Broken? He's still not our Doctor."

"He came to rescue us. That's our Doctor."

"What did you phone him for anyway?"

Mickey looked up at the couple in Jack's office. They both looked sad, and lost. "Nothing much. Just reached out, you know? Thought maybe if he heard from us then he might, I dunno, make contact or come back even."

"Well it worked," Jack have a half smile.

Rose looked up and saw Mickey and Jack staring at them and frowned.

XxXxX

Mickey walked into Jack's office with a couple of teas. "Thought you might want these," he shrugged, placing the cups on the side. He shuffled from foot to foot, unsure of what to say.

"Thank you," the Doctor said quietly, reaching for a drink. "Not just for the tea."

"Can I tell you something?" Mickey asked.

The Doctor looked up at him and Mickey almost winced at the look in his eyes. He'd seen that look before.

Clearing is throat, Mickey found a box and pulled it close to perch on, getting himself into the Doctor's eyeline. "I don't know if I ever told you about my gran. She was the one who kept me on the straight and narrow; usually with a well timed slap.

She took me in when my dad ran off and left me, I was only little.

Rita-Anne Smith she was called. Everyone knew her, she was a bit of a troublemaker and a meddler but everyone loved her. She kept me at the same school and let me play to the same friends. Wanted me to have a family I guess," he gave a little laugh. "When I turned 16 she put me on the housing list for the Powell Estate and made me move back there. She figured my friends would look out for me as she got older. I still went round to see her, did things for her. Was 2002 when she died. You see, Gran had been blind for 20 odd years. For as long as I could remember but she always took care of me. But I didn't take good care of her like I should. She'd told me lots of times that the carpet on the stairs needed fixing and I kept putting it off; always something better to do. Then one day, she tripped on it, fell and broke her neck," his voice cracked. "See it was my fault that she died. There was like 300 people at her funeral and I couldn't look a single one in the eye. I spent the whole thing just waiting for someone to point it out. To compare me to my dad. I used to sit in my flat on my own, knowing that if I went outside, people would be judging me. Anytime the door went all the air would disappear from the room and I'd feel like my heart was gona burst. Then I'd wake up, cause I'd passed out or something. When I looked in a mirror, I had the same look in my eyes that you have now.." He paused.

"Mickey…" the Doctor spoke.

"I haven't finished. You feel responsible for what happened. But the thing is, I could have saved my Gran. Could you have stopped what happened? I knew I should have fixed the carpet, it was the right thing to do and I didn't. You did what you all agreed was the right thing and it went wrong. That's not your fault. What happened in that bar? Not your fault. And believe me when I say part of me wanted it to be." He looked at the Doctor and gave him a half smile. "You know, just once it'd be nice if you did the wrong thing. But I'd rather you be wrong about this, because that doesn't make you the one to break Rose's heart. Easy for me to say, I know. But if your girl's ex is telling you you didn't do anything wrong…. that's gotta mean something right?"

Rose tried to hold back a gulp as she felt the tears trickle down her face. Mickey had never talked to anyone but her about his Gran and she knew what he was trying to do.

"Jack showed us how you felt," Mickey continued, "and that's all I needed to know that you were…..used. He did it because he knew it would hurt you. Maybe he was trying to break you down. Luckily for us it made you fight against him instead."

The Time Lord was staring at him, unsure of what to say. Somewhere in what he'd said, something lit up in the Doctor's mind.

Mickey cleared his throat again. "I mean, you know. Keep beating yourself up over it if you like, but seems to me that blaming yourself ain't where your energy should be used." He looked at the Doctor pointedly before standing.

The Doctor frowned and stood too.

"I know you've got things that need straightening out in that big old brain of yours. Don't try and do it on your own. Rose was always the best helping me." He held out his hand to his friend. There was a hesitation before the move was reciprocated. Mickey could feel the tremble in the Doctor's and the pinch around his eyes betrayed his discomfort. "It's good to have you back, boss."

"Not sure I'm back yet," he said quietly.

"You're here aren't you?"

"That's not what I meant."

"I know what you meant. But you came, you're here. That's very you."

The Doctor's lips quirked. "Thank you Mickey."

"Yeah. Well, you know. Don't get used to it," he winked. "So. The Vale guy. What's the plan? Any kind of signature we could look for? I mean if he got released in that face off in London then could we start there?"

"What is happening here?" the Doctor mused.

"What do you mean?" Rose asked.

"Well, you coming up with a way to get rid of him and Mickey coming up with ideas on how to find him."

"Do you think we can trace him from London?"

"Maybe." The Doctor rubbed at his eyes, and slapped the top of his head. "What is happening?"

"You've got too much going on up there. Stuff taking up space in you brain that shouldn't be there," Mickey reminded him.

"I don't like it," the Time Lord grumbled.

"Sucks to not be the smartest guy in the room huh?"

"I'm not even functioning at tin dog status," the Doctor said ruefully.

"So let us run point and you be the tech guy for a change," Mickey suggested.

"Can't hurt, I suppose."

"So….? TARDIS?" Rose asked.

"TARDIS," the Doctor nodded.

XxXxX