A/N: alright, just a few things i'd like to mention about this fanfic: I love to act, and this character sprung out of me thinking about what kind of a character I would love to play on Doctor Who. The plot and secret about her (you'll find out soon, I promise!) came later, but the character herself is my dream character: kind of takes-no-crap, epic, bad-ass, knows how to handle herself, and on Doctor Who(:D!), but nice and fun loving as well(but i'm not quite as old as her...). I just thought i'd tell you the origins of the character, I hope you enjoy. PS: I have the outfit I described, leave a review saying if you want to see it, i'll upload a pic to my deviantART

I don't own DW, unfortunately. Forget to say that a lot.

The girl stood, still grinning, arms crossed, as the Doctor stared at her. Amy examined her, wondering why the appearance of this newcomer had shocked the doctor so much. She wore black boots, which were slightly scuffed up. A pair of jeans encased her legs, belted with a multi-colored belt. She wore a short army-green jacket over a lime-green tank top. She looked harmless enough – until you noticed the gun handle sticking out from her boot.

The Doctor took a few slow steps toward her. "Oh... my... god..." he breathed.

"You know, maybe you'd better say my name before I think you forgot me. Honestly, I haven't changed that much since I last saw you," the girl chuckled.

"Lily..." Then the Doctor ran forward and pulled the girl into a hug, twirling her around, her face bright with laughter.

Amy watched on with shock. She'd never seen this girl before in her life, and she was fairly certain that the Doctor had never mentioned her. She watched as the Doctor let her down to the ground, both of them laughing now.

"Still feisty, I see." He pulled the gun out of her boot and gave her a look of reproval. "Armed to the teeth, honestly. How necessary is that?"

She rolled her eyes. "Maybe not completely, but both alien and human hostiles do frequent the area."

"You could have tried to contact me!" He looked a bit indignant.

She smirked. "They're not too bad, and we're big boys and girls, we can take care of ourselves," she teased. She glanced over at Amy and grinned again. "But what happened to your manners?"

"What?" He glanced at her, confused.

"Your friend. You haven't introduced us yet." She smiled warmly at Amy.

"Oh! I can't believe I forgot!" The Doctor's eyes widened comically. He beckoned to Amy, who came over, still a bit wary. "Come on, you don't need to be scared. Lily, this is Amy, my current companion. Amy, Lily."

"Charmed," Amy said, still a bit reserved.

The girl was still smiling. Did she ever not smile? "You don't trust me yet, do you?"

"Not exactly," she admitted.

"Well, I'm sure the Doctor will win you over, but if he doesn't, I'll do my best to," she laughed.

"I'm sure you will," she replied, starting to smile despite herself.

"Don't worry, Lily, it's nothing personal," the Doctor interjected. "Amy is always a bit wary when meeting new people. Can be quite useful, but unnecessary at times." He turned to Amy. "I assure you that Lily can be trusted."

"Well, maybe I'll have an easier time believing you if you tell me how you know each other," she said wryly.

Lily laughed. "Yeah, that would probably help, wouldn't it?"

The Doctor laughed along. "Lily used to travel with me," He explained. "And her mother traveled with me previously, although briefly."

Amy was shocked for the upteenth time that day. "Wait – she traveled with you?"

The Doctor seemed confused by her surprise. "Yes..."

She turned to Lily. "How old are you?"

Lily looked just as confused as the Doctor. "I'm sixteen, almost seventeen."

"And how long ago did you travel with him?"

"About two years."

"Where are you going with this, Amy?" The Doctor was still extremely confused.

"I'm just surprised that you'd have such a young companion." She raised her eyebrows. "Didn't anyone else think it was odd when you showed up with a kid? No offense," she said, holding a hand out to Lily.

"None taken."

"Nah, there were no problems," The Doctor shook his head. "She's more brilliant than a lot of the older people around."

"Hmm." Amy looked at Lily skeptically. Why would the Doctor take someone so young as a companion?

Lily's smile disappeared. "You don't think a kid could be that smart? You don't think a kid is worthy enough of being the Doctor's companion?" Her voice wasn't menacing, just sad, as if she was being told something she'd been told too many times before.

Amy hesitated. "I'm sure you are, I've just never come across anyone your age that I would consider..." She struggled, but when she couldn't find a better word, used the one that Lily had used, grudgingly. "Worthy of being the Doctor's companion."

Lily smiled again, a little more reserved. "Hopefully I'll change that." She turned to the Doctor again, and said, "I should probably get back. Will you guys come and be our guests for dinner?"

"Well..." The Doctor looked uncertain.

"Oh, come on, Doctor. You know you want to. Besides, Mum'd be over the moon if she saw you again! And maybe," she laughed, "you could even arrange that literally!"

The Doctor snorted in amusement. "Alright, fine. That is, if it's fine with Amy." He turned to her. "Amy, what do you think?"

"Sounds great," she said, smiling. And she meant it. For one, she felt bad that she had offended the girl, and for another, she was eager to find out more about her and figure out why she was so special. The girl intrigued her, and she had a pretty good feeling that there was something the Doctor wasn't saying...