Rose looked at the icy rain falling from purple clouds and wondered how it was she came to be facing the sky instead of the horizon. Hadn't she just been stumbling along beside the Doctor? With some effort, she pulled the details together and realized that she must have fallen. Again.

There was a tugging at her arm.

"Rose? C'mon, up you get. We have to keep moving. That-a-girl. We're almost there. Just take a breath and then let's get those feet back under you, eh?" Rose groaned. Distantly, she knew the Doctor was right, that they had to keep moving, but her body was screaming at her to curl up and sleep. Then again, this supposedly brilliant alien had also made her take off her sodden winter clothes to don a thin, but dry jumper he'd liberated from his pockets as well as his leather jacket. Something about being wet in the wind…Rose couldn't exactly remember, but she was sure she'd have been warmer in even a soaking wet winter coat. She felt her eyes start to drift shut.

"Oi! None of that now! Wake up, Rose! I SAID WAKE UP!" the thundering voice roused her, and with the help of two strong arms, she found herself standing once again.

"M' awake," she grumbled, then looked at the rain soaked Doctor questioningly, "Aren't you cold?"

"A bit," he waved her concern away, "about the same as the last twenty times you asked."

"Oh," was all she said. They set off.

They were heading…somewhere…there was a destination just…just ahead, but Rose couldn't quite remember…And then she was stumbling again. At least this time, the Doctor's strong arms prevented her from falling to the ground.

"Alright, that's it," she heard him mutter. Oh, was he finally going to let her sleep? She thought that sounded like a brilliant plan. Instead he started dragging her over to a large pile of rocks that had formed a sort of U shape. "C'mon Rose. That's it. Just a bit further."

"Liar," she muttered, suddenly remembering that he had said the same thing repeatedly for the last hour.

He chuckled, but it was shaky, and when she looked up at his face, it was set in grim determination. "Not this time, Rose. I've got a bit of a plan." Oh, there was his grin. She loved his grin, loved him…maybe she should tell…NO! Rose shook her head, trying to regain some clarity. She really needed to pull herself together before she did something stupid that jeopardized their friendship.

Rose looked harder at his face, trying to anchor herself back to reality and was shocked to see the fear that was in his ice blue eyes even as he smiled down at her. Sensing her scrutiny, he raised his gaze to the horizon and muttered to no one in particular, "I didn't want to…but really there's no choice, is there?"

His anxiety broke through some of the fog that had suffused Rose's mind. She stopped short and tugged the Doctor to a halt next to her, "What's goin' on, Doctor? What don't you wanna do?"

He looked at her for a long moment, seemingly debating whether to tell her. To her relief he must have decided to clue her in. "Remember how I told you about regeneration…" he began

Rose's insides went cold in a way that even the freezing ambient temperature couldn't cause. Was he dying!? He had seemed to be well enough. The arrow hadn't hit him in anyplace vital and he wasn't even shivering from the cold. But…oh! Oh god! What if he was already beyond shivering. Somewhere in the back of Rose's fuzzy mind she remembered something about hypothermia being severe once the person stopped shivering. How could she not have noticed the state her Doctor was in!? She needed to help him! She needed to…

"I'm not dying, Rose," he said calmly, seeming to read her panicky thoughts, "But…" Oh, she really did not like the sound of that. But? He wasn't dying, but!? But what!?

He continued, "But, well, I may have to…change."

She stared at him blankly, swaying slightly on her feet. Was it the icy fog clouding her thoughts or was he just not making any sense. "Wha?"

He stepped closer to her and cupped her cheek with his palm. Normally, his skin was somewhat cool to her, but now his ability to maintain his body temperature made his hand feel pleasantly warm. She nuzzled into it for a moment before she remembered herself.

He chuckled again, and once again the note of fear was unmasked in the sound, "Sorry, I suppose I'm not explaining things very well." Rose shook her head. "Let me start again. When I…regenerate. When I change, there's a lot of heat that's let off as part of the process." Rose really wasn't liking where this was going. She took a step back out of his reach. "Let out all at once, it's hotter than plasma, but if I can harness it, let it out slowly…"

"No!" Rose shook her head as she stumbled away from him. He was NOT going to sacrifice himself for her. She wouldn't allow it. She forced her leaden legs to move faster. But even so, the Doctor easily kept up with her stumbling pace and overtook her.

"It's the only way, Rose. It's the only way I have to keep you…to keep us warm. Even I won't make it through the night once the temperature falls, not in this freezing rain," he lied, "And we're still too far from the TARDIS -"

"No!" Rose said more vehemently, putting all her remaining strength into the word, "I won't let you. I'll…I'll run away!"

He just looked at her sadly, both of them knowing she was grasping at straws. Still, she turned and ran from him, or rather stumbled at a more frantic pace. It didn't take long for her feet to get tangled in a shrub and she cried out at the reawakened pain in her ribs when she fell to the rocky ground. The Doctor calmly walked up to her and whisked her up into his arms. "No." She said weakly, tears joining the icy raindrops on her cheeks. "No."

The Doctor carried her over to the pile of rocks and settled down with his back against the rocky wall with her between his legs. "Now once I start, I won't be able to talk much. I can't be interrupted because it will take all my concentration to keep the process in check. Just stay close to me, and we should both be fine until morning. You can even sleep if you want. Just, if it get's too hot, you have to get away from me immediately. I'll try to control the process, but there's no guarantee…"

Rose could already feel her eyes drooping, but she shook the drowsiness away. Grunting with effort, she struggled back to her feet and for once, towered over the Doctor who still sat against the rock wall.

"I won't let you," they were both surprised at the strength in her voice, "If you do this, I'll just run away again once you start. And I'm gunna keep doing it. You can't stop me, and it makes no sense for both of us to die."

"You bloody well won't!" he was standing in an instant, his eyes no longer worried or pleading, but rather shining in anger.

"Oh won't I?" she yelled back through a dry throat, "You can't stop me once you get started and you know it." A small voice in Rose's head told her that her argument was far from logical, but she stubbornly pushed it aside.

"Rose," he growled, advancing on her even as she took shuffling steps backward.

"When you think about it, it's for the best, Doctor. I'm just a stupid ape, yeah? But you? You are…blimey, I dunno some kind of superhero. You're important! To the whole universe! I'll not have you waste one of your lives on me. I'm not worth it."

"You don't have a choice, Rose" he growled, and then, he threatened her for the first time she could remember, "I'll knock you out if I have to. I don't want to, but Rose, I'm not losing you."

She stalled her clumsy escape attempts, knowing she was fighting a losing battle, "Why?" she asked brokenly, feeling her Doctor slipping away even as he stood before her radiating life.

"Because I love you, you stubborn, hot-headed, gorgeous, amazing human!"

They stared at each other with wide eyes, neither daring to speak. For a moment the only sound was the roaring wind and the patter of icy rain on the already sodden ground.

"You…you what?" she finally whispered. He either heard or could read her lips.

Something in him seemed to let go and he sagged where he stood, "I love you." He repeated the most beautiful words Rose had ever heard. When he looked back up at her, there was such honesty and pleading in his eyes, she couldn't help but take a step towards him. "I love you, Rose Tyler. Have done for some time now. So you see how I can't just let you die out here. Not when there's something I can do about it."

Rose let out a choked sob. She closed the remaining distance between them, wrapping her arms around his waist and burrowing her head into his wet jumper. He returned the embrace fiercely and whispered once more, as if once the words were said, he couldn't stop himself, "I love you, Rose Tyler."

She let him lead her back to the rocky wall and curled up against him once they were both seated. She was close to numb with the range of emotions raging inside her, but as a faint yellow glow started to rise off her Doctor's skin, she knew she had to tell him. She had to make sure he knew before he changed and she lost this Doctor forever.

She looked up into his face, meeting his soft blue-eyed gaze and cupped his cheek, "And I love you, my Doctor. I've loved you for so long, and I promise, I'll love you even if you have to change." The glow from his skin faded and for a moment Rose worried that he had been too far into the process for her to distract him. But then his lips were on hers and any worry, any pain was pushed from her mind. The kiss was short and gentle, but her head was still reeling when he slowly pulled away.

"It'll be ok, Rose," he whispered as he wiped the tears off her cheeks, "Because even if I change, I'll still love you. Know that Rose. If nothing else, please know that."

"I do," she sobbed. And it was true.

With that, he nodded, gathered her tightly in his arms and reclined back against the rocks. Rose watched his face relax and he put himself into what looked like a trance. The glow on his skin returned, quickly growing brighter now that he wasn't interrupted. And with the intensifying glow came the welcome warmth he had promised. The light grew until both of them were enclosed in a protective sphere. Like a snow globe, Rose thought tiredly. Here, in their own little world, not even the rain or the sounds of the storm could reach them. It was just them, her and her Doctor in a warm embrace. She tried to stay awake, to watch every flicker in the Doctor's face, to hear each of his quiet breaths and feel the accompanying warm puff of air across her face, but her exhaustion caught up with her, and soon her eyes were drifting shut. She fell asleep to the sound of her Doctor's steady heartsbeat with a smile on her face.