"Ah! Here we are! Italy! 21st century I'd say!" the Doctor told her as he flung the doors out and walked out into the chilly night air. Holly followed him, but shivered a little from the wind.

"Its- whoa..." Holly froze and looked around. All around her were beautiful buildings, romantic couples, and gorgeous views.

"This is... is..." Holly couldn't put words to it.

"Brilliant?" the Doctor guessed.

"Y-yah!" her teeth chattered.

"Oh! Sorry!" he said quickly, taking off his long over coat and putting it over her bare shoulders.

"Its ok, I just didn't come dressed right. I'm only wearing jeans and a tank top..." Holly told him as they walked to a restaurant behind a building. It was blocked from the wind. As they walked, holly breathed in and smelled the jacket. It smelled lightly of lavender and vanilla. She snuggled her neck further into it, before she realized he was watching her.

"What?!" she demanded jokingly.

"You enjoying my jacket?" he mocked her.

"Its really soft!" she said, elbowing him in the ribs before they finally got to the little restaurant and she had to give it back.

"So... what do you usually talk about on dates with an alien?..." Holly asked looking away, giggling.

"What- I- I mean- this isn't- not that I wouldn't- um... oh whats the point..." the Doctor muttered the last part to himself, but Holly giggled anyway.

"I was kidding!" she laughed as food came out.

"Oh... um... sorry..." he laughed along, blushing a little at being overheard.

"So, do you ever go to other worlds that are... good for humans to live? Like another earth? Oh! Or have you been to that star... Glies 580?" Holly asked as she ate, but everything after "another earth" faded from his hearing, and he got depressed.

"Doctor... Doctor!" he heard a voice get louder as he drifted out of his memories and back to reality.

"Are you ok? You were... kind of..." Holly stopped and pulled a chair over to his side of the table, then slowly held his hand. "You looked like you were going to cry..."

"No... no I'm... I just recently lost a friend... she got sent to a parallel world... and..." he stopped, thinking she may make fun of him.

"You can tell me... really..." Holly said, moving closer and rubbing her hands in his.

"I can never see her again... and I never told her the truth..." he said, turning his head away as his eyes got red.

"Hey... you can tell me... or we can forget this... but either way... you can trust me..." she soothed him, rubbing his back like a mother to a child.

"I never got to tell her that I loved her." He said, his voice wavering, and a tear finally falling. It was the first time he had thought about Rose for a while, but now it was both hurting him, and making him think he seemed weak in front of Holly.

"Doctor... its ok... really, its fine, now come here before you just fall over." Holly said, pulling him into a hug and letting his head rest on her shoulder for a few minutes.

"Sorry..." the Doctor said, sitting up, looking kind of embarrassed.

"What! No, I was the one that reminded you of it, I'm sorry. Now I think you need some cheering up!" Holly smiled. She jumped up, pulling him along, and he was barely able to leave money on the table.

"See! Over there! That dance on the road, with the live music! can we join in? Please?" Holly pleaded.

"Well... I don't see why not..." the Doctor gave up, letting her drag him along the streets.

"Aaaannnndddd follow my feet..." he said as he started dancing slowly to the music.

"Your good!" she told him excitedly as she tried to follow, staggering a little.

"Here's a trick... listen to my heart beats." the Doctor smirked at her as she closed her eyes and gently put her head on his chest. Her feet followed his, foot step by foot step.

"I don't want to fall in love! It'll just... break my hearts... yes, right now were friends... but if we ever became... more... and then more became less again... we may not even be friends... and that would break my hearts... would I risk it? No. Yes... Uh! Whats wrong with me?!" The Doctor yelled at himself in his head.

"I can't love him... I CAN'T. But I do... I just do... and what if he loved me back? then I could be happy... but if he didn't... then I would loose everything... so... would I risk everything for him?" Holly asked herself, and finally, came up with her answer. She had gone in the box. She had trusted the stranger. She had run away with him. Her answer was YES.