The Doctor's face set; not angrily, but it was as if he was keeping all emotion away from his face. His eyes betrayed him though, clearly showing the deep set pain – and possibly guilt—that he felt. Katie shrank backwards, wanting to be as invisible as possible. She might have left, the topic obviously a personal one, but leaving would draw attention to her.

"It's gone."

"You said that before. How can it be 'gone'."

"There was a war. It's gone now."

"A war?" Ace seemed especially puzzled. "It's Prydon Academy, Professor. On Gallifrey. Planet of the Time Lords. People don't just start a war with Time Lords."

"It was the Daleks."

Ace sat back, a bit stunned. "That would explain it. They're the only ones that would try it."

"There were other races caught in the mix. Prydon's gone, Ace." The Doctor swallowed. "And so is Gallifrey."

Ace looked like she'd been punched in the stomach. She blinked hard. "Gallifrey's gone?"

"Yeah."

The Doctor and Ace were silent for a few moments. Katie sat still, hardly even daring to breathe. She didn't know why Ace was affected by the news, but she understood the Doctor's feelings. She knew that Gallifrey was his home planet, probably the place he grew up. Losing a home was one thing; an entire planet…

Katie didn't know how he could go on. Her respect for him instantly grew tenfold.

"How?" Ace said, her voice surprisingly steady for the rest of her appearance.

"It was a time war. The whole thing had to be placed in a time lock, before it affected the universe. No one in, no one out. They were all lost."

"Time lock," Ace said, obviously trying to remember what that was. "That's, ah, when everything inside and everything outside keeps moving in their own way, but they can't touch each other. They're barely aware the other exists."

A ghost of a proud smile came to the Doctor's face, then faded. "Right."

A mix of horror and empathy filled Ace's face. "But those can only be created on the outside of one." Her voice was implicating something, but exactly what, Katie wasn't sure. She sensed it wasn't good.

The Doctor nodded. "Yes." He sounded like he was guilty of something, something that pressed on his mind constantly. Ace sat up straight, still depressed, but pulling herself together. Her tough shell was back.

"I don't completely understand why you would have had to do it. But if you thought it was needed, I have to trust that." She looked dangerously at the Doctor. "When we've found out what's going on, I think you should leave. And I'm not sure if you should come back again. Everything you come near is destroyed, and I won't let that happen here." She stood up and pulled a blanket out of a bag on her motorcycle and pushed a button, turning off the glow. Katie turned off her headlamp, effectively making the stars the only light source.

"We start out early tomorrow." Ace lay down. Katie closed her eyes, and could see that Ace's back was to the Doctor. Because everything was third person while she was in energy view, she saw the Doctor lay down as well. It was obvious he wasn't going to actually sleep.

Katie stayed in her cross-legged position, thinking about the conversation, putting the pieces into her picture of the Doctor's past. She never asked him anything; the past was something she never wanted to speak of, and she gave the same respect to the Doctor. She still watched everything, trying to understand the man she was now traveling with. Technically, I guess you could say I was living with him.

She shook her head, desperately trying to erase that thought. So, his planet's gone. No, it's inaccessible. And he made it that way. Why would a whole planet have to be locked away? Then again, if an entire race had access to time travel, then they could wreak havoc on the universe. A time war would indicate at least one other species that could travel through time. Races could be destroyed before they even started. Other planets could be controlled and turned into soldiers.

For the first time, Katie really understood what the Doctor could do, if he chose. It made her shudder. A name like 'Time Lord' isn't given lightly. Just that title alone would carry power and respect enough that he could demand anything. He had what now seemed to be the only remaining TARDIS, and had knowledge that was really reserved for the elite few. Time travel is a powerful drug. It is absolute power. In the dark, she looked over to where the Doctor was.

He's amazing.

In the starlight, the Doctor was able to make out Kathryn's shape. On planets with no pollution, stars were much brighter, and far more could be seen with them. She was still awake, her knees clutched to her chest as she watched the stars. He wished for the hundredth time that he knew what she was thinking. Was she imaging the planets those stars really were, and trying to picture a planet in the midst of a time war? Was she contemplating the home and life she had once had?

Or was she realizing who the Doctor was and deciding when to leave?

He glanced over at Ace. They always left at some point. Occasionally he ran into them again, always by accident. But then they would part ways again, and he would be by himself.

That was one of the things he dreaded, yet always expected. The day a companion left. Some fell in love and stayed behind. Some fell in love, and he forced them to stay behind. A few died. Some never came. Some left because they had to. Some left because they had a life outside of him.

The Doctor supposed he had a life outside of his companions. After all, time travel was amazing. But while he was with a companion, a good friend, he had no life outside of them. They became his world, if only for a moment. Everything he did was to impress them, to wow them, to give them memories and experiences they could never forget.

It was true that he worked harder with some than with others. Every now and again, he came across someone that really ingrained themselves in him. Like they became part of him instead of just another memory. Rose had been one. Martha Jones was another. Ace had also been one of those particularly amazing people. Always ready to look out for him, always so brilliant and clever. She would have made a wonderful Time Lord.

The Doctor shook that thought away. He was the only one left, and that was the end of it. He, alone, carried that honor. And that shame. Shame at what the Time Lord's had become right near the end.

He stuffed that thought back in its box. He refused to remember the Time Lords as he had seen them last and instead recall them as they ought to be remembered.

How did I get to this topic? That's right: the possibility that Kathryn might decide to leave. For some reason, that panicked him more than with most companions. He wasn't in love with Kathryn; she certainly wasn't attached to him in that fashion. But their friendship already seemed to be so much deeper than anything else. It was as though they were meant to travel together, as if they were built for each other. An odd feeling, but a true one. Kathryn had made some sort of connection with him that he doubted anyone would ever be able to duplicate. If she decided to leave….who knew what might happen.

Daylight had just begun to eat the first stars when Ace woke up, but Katie was still ahead of her. Because Katie constantly absorbed energy, she hardly ever slept, never being tired, and had already pulled out a small metal pot she had somehow fit into her bag. Ace watching curiously as Katie sat cross-legged, eyes closed, facing the pot.

"What is she doing?" Ace asked the Doctor.

"She's attempting to use heat energy to make the water boil."

"How is sitting in front of it supposed to do that?"

"She can see the energy when her eyes are closed. I think she's gathering and condensing heat around the pot. Rather fascinating, actually."

"Will you both hush up?" Katie said, her voice tight. "The sound is interfering with my heat waves. I'm trying to boil the water, not sonic it."

"I would think the ratio of heat to sound, even at this early hour, would be too far in favor of the heat that the two of us talking wouldn't make much difference," Ace said.

"I'm still learning, Cards. I've only been able to do this for two months. Now quiet."

Ace and the Doctor held their peace, and in another minute the pot whistled. Katie smiled, opening her eyes.

"Marvelous!" Pulling a cup out of her bag, she poured some of the liquid into it and took a swallow. Smiling like a cat with a belly full of mouse, she sighed. "I really, really, love coffee."

"Coffee."

Katie looked at the Doctor. "Yeah. Coffee. What else would I make?"

"Possibly hot water."

"I did. I just put coffee grounds in as well." She held out the pot. "You're welcome to it."

The Doctor rubbed his face. "Americans," he muttered.

"Time Lords," Katie said in the same tone. Downing the rest of the coffee in her cup, Katie tossed the rest of the pots contents away.

"There. I can now function and be of use." Putting the pot and cup away, she kept taking. "The ditch goes that way. I suggest we send the bike the same way, and eat granola until we stop for lunch."

"Not much of one to watch the sunrise, are you?" Ace commented.

"We have a planet to save, and I know you'd rather I get out. So, who's driving?"

*Constructive critisisim welcome, praise happily accepted, flames not wanted*