A/N: this chapter takes place between chapters 10 & 11. thanks for reading!

It was fairly early. Ace had just set some water to boil for some tea. And then there was a knock at the door. When she opened it she saw her friend Clara, who she had not seen for 19 years. Ace, (now 43)

noticed that her eyes were red and puffy, along with her cheeks.

"Clara? 'swrong?"

"he-he's-he's gone."

"come inside."

Ace sat her friend on the couch.

"now, what did he do?"

"well, we went to bed, and when I woke up, he was gone."

"how long has he been gone? I mean maybe he just went out for like, a drink or something."

"a few days, and he's not coming back." Clara took the Doctor's note out of her pocket.

Ace proceeded to read it.

"this seems terribly out of character for him. I mean, If I was going to have his-eww, eww, eww, eww no! No offense to you."

"none taken, he was like old-ish when you traveled with him."

"my Doctor would have a few things to say to yours if he was still around to see this!" said Ace, cracking her knuckles.

"Tell me about him."

"what?"

"your Doctor. Tell me about him."

"Oh, well, he was kindly enough, always knew what to do, taught me not to punch clowns..."

"what?" Clara seemed amused.

"nothing, he was a tad mysterious and secretive, but he always tried to make sure that I stayed out of trouble, emphasis on tried..."

Clara chuckled."you haven't changed much. that's surprising."

"I was in a medical study a few years back, and it screwed up my aging process. except where it counts."

"what do you mean?"

Ace took out her ponytail and showed Clara a few streaks of grey. "hair pigmentation."

"ahh."

many hours pass.

"I should probably get going" said Clara.

"you sure you don't want to stay? Not like there's anyone expecting you."

"no, I'm sure. Bye Ace, nice seeing you again"

"visit before the decade rolls by!"

Ace shut the door behind Clara, and instantly felt an overwhelming wave of guilt. Should she have told her about it? She walked to her study and removed the odd looking silver device from a desk drawer. Gallifreyan in make, it was given to her by the Doctor at their parting, only to be used in life threatening emergencies, Ace decided to break the rules. Not that this was unusual, but, she did it.

Elsewhere...

the TARDIS seemed empty now. It was the first time in a long time that he had no one to share it with. His breath echoed off the bronze walls. Even before he hadn't felt this alone. It was hard for him, knowing that somewhere out there in time and space, his offspring were out there, taking their first steps, going to their first day of school, having their 18th birthdays, having their own children, lying on their deathbeds... (he knew that they died peacefully, as they showed no signs of a struggle at their funerals) and he'd thrown it all away. And then the unexpected happened. The TARDIS phone began to ring. His phone. His fake phone. Who could it be? And then he remembered. The prototype communicator that he'd given Ace when she left. This was bad. Very bad.

"hey Doctor, it's Ace, just calling to ask, WHAT THE HELL IS WRONG WITH YOU!" Ace was obviously utterly enraged.

The sudden outburst of raw hatred startled the Doctor, making him jump.

"You should be ashamed of yourself! Since the good, no, BETTER you isn't here to tell you what a sh*theaded decision you made, I will!" the Doctor still hadn't picked up the phone, (let's face it, she scares him!)

"wow." the Doctor muttered to himself, listening to Ace's string of swears and colorful insults, he had forgotten Ace's ability to out-swear a dozen galaxy-class freighters filled to the top with sailors. (a talent that had gotten them out of quite a few predicaments.)

"Good. F*cking. Bye!"

the Doctor sighed, glanced at his watch, and decided to sleep on everything that happened.

"serves the b*tch right!" Ace mumbled.

That night, the Doctor had trouble sleeping, but when he finally succumbed, his dreams were so haunting that woke up screaming.

There he was, back in the time war, mindlessly slaughtering all in his path. What would his parents have thought? The Daleks and time-lords changed into his loved ones. His mother, his father, his first son, his son's daughter Akyator. He watched helpless, as he watched the ammunition developed to shatter Dalek armour, burrow through his family's bodies, their blood trailing behind the bullets. And then the electricity kicked in. his family shrieked in agony as their bodies shriveled from the volts coursing through their bodies. and more and more people appeared, and were struck down shortly after. Ian Chesterton, Barbara Wright, his sadistic friend the Master, Sarah-Jane, Romana, all fell like anvils.

His hands were getting slippery from all of the dark liquid flowing from his friends and family. They were mercilessly annihilated, he lost his bayonet Nyssa's chest cavity, and then came Adric, the boy he couldn't save, and the Doctor was bludgeoning him to death with the but of a gun. They were all reduced to husks. When the work was almost done, he strode over to Rory, drenched in Amy's blood, and suffocated Mr. Williams where his wife's guts used to be. And he laughed, a horrible shrieking laugh, then he saw her, Clara Oswald, standing on a hill, just over the next ridge, and his weapons dropped, and he ran forth to meet her, but just as he reached the top of the hill, a hooded figure sneaked up behind her and drove a katana right through her and through her womb, and out of her stomach, killing his new family, and when the perpetrator removed his hood, it was only himself, and with that, he finally awoke.

He sat up, panting, his head and eyes darting about. He wiped the sweat from his brow, and got up, Ace's words still haunting him.