"Just tell me what to do," Rose said giving the Doctor somewhat nervous smile.

She was so trusting. Some might say it was a disadvantage, a weakness to be used and exploited for gain. But the Doctor only saw it as one of her best qualities. It just showed how truly good she was on the inside that she saw the best in all people.

He glanced quickly at the bed but didn't even have to deliberate before he decided against them sitting there. He instead reached for a blanket and spread it out on the floor beneath them. He sat down and Rose followed, sitting cross legged across from him.

Rose looked expectedly at him. She was waiting for him to take the lead. Of course she was; he was the one who was supposed to know what he was doing. And he did…kind of. Nervous excitement bubbled up inside of him. He had wanted this for so long and not just in general but with her especially. How he had longed to be close to her in the way his people grew closer to each other. He couldn't help but be excited and happy that he could have this with her.

But he was also nervous. Fear was what had always held him back from bringing up this topic with her. Fear of rejection to be specific. What if she found this weird or scary or strange? But most of all what if she saw the inside parts of him and didn't like what she saw there?

It had been so long since he had done this he was out of practice. And he'd never even tried it with a human before. He may have gone into Reinette's memories but that was not even close to the same thing as becoming close to someone through the bonding of minds. Even in the time of his people he had only done it with those he was the closest to; family and close friends only. But for that reason he wanted to do it with Rose. For him and his species, to bond minds with someone was to know them. Without it there was a limit to how close you could grow with someone.

"Okay," he said though his voice did not hold the confidence it usually did. "I'll reach out and touch your mind first, that way you'll know how to make contact back with mine."

He stopped and looked at her, looking for a reaction. Really, he was looking for her alarm or repulsion or an indication that she was about to bolt. But her face was filled only with a look of complete focus and willingness to do what he was saying. So, he continued on.

"If that goes alright we can go deeper. You will be more aware or your own mind as an entity, as something that can be detached from your body, as something that can be controlled. When I touch your mind it will be a strong awareness that you're not alone, that I'm in there with you." He paused a moment before saying, "does that make any sense?"

"Yeah," Rose said with a smile.

"I've not ever really had to explain this before," he admitted nervously.

"Well, you're doing just fine. And you've got to relax," she said reaching out and rubbing his arm for a second. "You look terrified."

"I'm fine," he said unconvincingly. "You're sure you want to do this?"

"Yes, Doctor," she said taking his hand and giving it a squeeze. "I told you; I want to be closer to you," she looked away for a second, a little embarrassed at her own blatant admission of her feelings, "If this is how you're used to doing it, I'm willing to learn."

"Alright. Well, I'm going to put my fingers on your temples; the physical touch will help make the mental connection. Just focus on clearing your mind. Imagine it clear and open. If I hurt you at all or you don't like it just tell me and I will stop. Alright?"

"Alright. I promise," she said with a smile.

The Doctor leaned in close and Rose felt her heart start to hammer in her chest. She was excited about the prospect of being closer with the Doctor but this was still unknown territory for her and it made her nervous. The hope of knowing him better was what she focused on instead of her nervousness. It's what she had wanted for so long and apparently what he too had wanted for a long time.

She held his gaze as he reached his hands up, pausing for a brief second and then placing his fingers ever so lightly on the sides of her head. The second he did there was a jolt of warmth, like light and energy inside of her head. His presence was in her mind like a firm but gentle touch. Though it didn't hurt it was so powerful and surprising and so unlike anything she had ever experienced that it took her by complete surprise.

She gasped and jerked at the touch of it. The Doctor instantly removed his fingers and with it the touch on her mind. "Rose. I'm sorry. I didn't mean to hurt you."

Rose took several breaths to steady herself. "Doctor. It's fine. I'm fine."

"No, it isn't. I shouldn't have asked," he said starting to get up.

Rose reached up and took his hand pulling him back down to sit down across from her again. "You didn't hurt me. You only surprised me."

"It's fine. This isn't a big deal. We don't have to do it," he said looking the most uncomfortable that Rose had ever seen him. It was hard for the Doctor to talk about personal things. That's why he just didn't do it. And this was something that was obviously very personal to the Doctor and he was very self-conscious about it. Despite what he said she knew that it was a big deal.

"Doctor," she said looking him in the face though he tried to avoid her eyes. "You have to give me a break. This is all completely new to me. I've never realized that I can have any sort of telepathic abilities. And I have never had anyone else inside of my head. I am willing to make this work but you've got to cut me some slack and not expect me to get it perfect first thing."

"I don't expect you to be perfect," he said quietly.

"Alright right then. Let's try this again."

He still hesitated so she reached out and took his hands and put them on her head. She closed her eyes and waited. It was a few more moments before she felt the Doctor's mind reach back, ever more gently and slowly inside of hers. She could feel that he was straining not to be too powerful as the energy of his mind filled inside of her head. She could feel as his mind filled inside her head, like light warm air, something that was thick and you could feel but that was light and moving, something not concrete but ever changing. It wrapped around her own mind which, as the Doctor had said, she was now very aware of. She was now so aware of her own mind and felt the potential of its power that she now wondered how she could have been unaware of it before.

This time she was able to be a little bit more prepared but it was still almost overwhelming. There were so many stimulants and feelings that she could barely process them all. Her mind stood there still, getting used to it as his continued to move around. Rose could not describe what it felt like to touch your mind to another's. It was a kind of company that she had not ever felt. It certainly was the furthest thing from lonely she was sure you could feel.

But her mind could not stay there as simply an observer for long. It was bursting with energy, jumping to reach out to the Doctor's the second he had put his there. The need to do was so overwhelming she had to do something about it.

Rose took her hands and reached them up to the Doctor's temples and placed them lightly there as he had done to her. It was like when she did her being reached out through her finger tips straight into his head. It was almost overwhelming; too much but in a good way. She started to move her fingers in little circles around his temples just to give herself something to do, to keep her from jumping out of her skin with the energy of it.

She had wondered before how she would know what to do but it was like her mind was moving on its own, on an instinct she didn't know she possessed. It felt like her mind was meant for this that, against her knowledge, her mind had yearned for this just as much as the Doctor's had. It was rushing to seek out and connect with his mind. She wanted to see if she could make it do something by her own power and so she willed her mind to wrap around his like in an embrace.

"Am I doing this right?" she asked breathlessly. "I mean…is this good? For you?" She certainly knew it was good for her. But she wasn't the expert; this could be the wrong way to do it for all she knew.

"Oh Rose," he breathed out. She liked the way he sounded when he said it. His voice was open and uncontrolled. It was honest. All were things that she had never heard from him. "You… have no idea."

He was speechless for a few moments and she smiled. She did not know anyone had the power to render him so, least of all her. "I didn't know if this would work…since you're human. I've never tried it before. But…" his voice trailing off.

"What?" she asked. She was still working at trying to control her mind. It was hard to do because it was strong and wanted to stray out into a million places at once on its own but she was managing to at least get it to stroke his mind back and forth like someone might rub someone's back in a comforting way. "But what?"

"You are so good at this."

She smiled. "Thank you."

"I don't know how you're doing this. For a species with untapped telepathic abilities your mind sure is…capable."

"I'm not sure how much credit I can take for it. It just kind of feels like it's doing it on its own, mostly."

"That's even more amazing. I've heard of others who have tried to connect with someone of a non-telepathic race and they said it usually doesn't work. Especially not the first time. They said the other person is usually overwhelmed and uncontrolled. I always worried if I tried it with you that would be the case as well. I thought it might frighten you."

She could feel how much he had missed this. His mind felt dry and barren to her touch. She could feel him practically soaking up the warmth and light she was putting off. "Well…" she said still trying to form words in the midst of this. "I'm not overwhelmed. It's…powerful but I like it. And it doesn't frighten me. So, you can reach back closer; I can feel you're holding back."

He reached one hand up to the back of her neck and pulled her head closer to his, touching his forehead to hers. She felt his connection on her intensify and she was just barely able to keep herself from gasping out in surprise. Their minds connected even warmer and more quickly at this touching point than they had through their fingers. Though his touch was firmer than before she could still feel that he was barely just holding back a flood that wanted to burst through. She sensed that he couldn't let it all through.

"Are you alright Doctor?" She could feel that he wasn't; not just sense it but she could now actually feel it. It was almost painful on his part connecting with her. His mind was clinging back, almost desperately at hers.

"Rose…I," his voice cracked.

"It's alright. I'm here."

"I have missed this so much," he said and she could hear tears in his voice. "It's been so long. I knew…but I…didn't expect."

She rubbed her thumbs back and forth across his cheeks while her other fingers still rested on the sides of his head. The Doctor was not used to asking others for things. He wasn't even use to needing the help. He had known that this was something he needed but even he did not know how much. It was so difficult for him to ask for help, to admit that he needed something of someone else, that he had put this off for so long. Much too long and he was the one overwhelmed by it.

"It's alright," she whispered back to him. She felt him let himself go a little more and she felt simultaneously as his sorrow pushed a little on her mind and a small sob escaped his mouth. A few tears hit her thumbs but she didn't stop and acknowledge them just silently brushed them away.

For so long, she didn't even know how long, they just let their minds touch. Time seemed to lose all meaning and sense. It was so strange; the loneliness of the mind. It was a kind of lonely that Rose had never known or even imagined. But for him, a Time Lord, it was a terrible and deep ache in the mind. She could feel how his mind hurt with it and she hurt to know how long he had wanted for it.

Right now she was getting what she had sought too. She had wanted him to be honest with her. He always kept up such a guard around everyone, including her. He always kept his emotions locked deep inside. She wanted to be close to him but when he acted that way it only made her feel like she didn't really know him at all. By not being honest he kept her at a distance when she just wanted to be close to him.

Right now he was being honest with her and in a more personal way than she could have imagined. She knew that he had deep hurts and he was now allowing her to start to see them. She was able to see a part of him she never would have imagined she would be allowed to see.

"You O.K?" Rose asked breaking the silence once she felt he had calmed down a bit. Her eyes were still closed her hands still on his head and their heads still pressed together.

"Yeah. I'm sorry about that," his voice just barely shaky now and gaining strength.

"You have nothing to be sorry about."

"I used to be so accustomed to this. It was so commonplace when my people…when they were around. I took it for granted," he said with realization. "I just didn't realize I would be the one overwhelmed by this experience."

Rose laughed a little. "You thought I would be."

"I wouldn't have been surprised if you were," he said in explanation hoping he hadn't offended her. "In fact, I'm surprised that you aren't."

"So, I'm doing alright?"

"More than alright. This feels so good."

Rose blushed at the compliments. The Doctor had complimented her more already tonight than she thought he ever had. He was being so open and honest with her. He was starting to let that guard of his down.

"We can take it a little deeper," he said. "That is, if you want to. If not that's fine. This has already been…so much to me."

She opened her eyes and stole a glance at him and found his open eyes on her. "Sure. Lead away," she said with a smile.