Rose didn't bother going back to her office, she had a feeling he might try to follow her there so instead she got back in her car and drove. She contemplated going to see her mum but the thought of having to explain and relive everything all over again quickly changed her mind. Back in her old world she would have simply driven to a nearby park and walked around or perhaps even gone to the shops for a while to distract herself, but mundane activities such as these were not often possible for her without paparazzi showing up. Today was definitely not the day to give some tabloid their next big headline about the Tyler heiress. She settled for a few hours at a private gym she frequented, hoping to channel all her emotions into a good workout. A few hours later Rose was exhausted, sweaty, and famished so she decided to head back to the flat. Part of her was terrified that he would be there waiting for her, but she couldn't run forever.

When she got home the Doctor was not there. She found that she was both relieved yet a little bit disappointed as well. She couldn't reconcile her conflicting emotions. Avoiding him would have been easy aboard the TARDIS but this flat was decidedly not bigger on the inside, something that had obviously bothered the Doctor last night… why else would he have left? Perhaps she had been wrong in running away this morning, especially since he had begun to approach her instead of simply ignoring her or walking away himself. Not knowing what else to do but wait for his return, Rose grabbed a quick bite to eat and jumped in the shower, hoping the warmth and steam would help soothe her frayed nerves and help her relax.

Meanwhile, back at Torchwood, the Doctor spent most of the day in his office. He tried to get some work done in the labs but his colleagues kept badgering him with either questions about the incident at the docks or suggestions that he go home and get some rest. Stella had come in a few hours later and upon seeing him still there, hadn't said much other than a firm reminder that he needn't trouble himself with anything work related at the moment if he did not wish to. After lunch he retreated back to his office, shut the door and tried to occupy his mind as best he could. His run-in (or lack there-of) with Rose that morning had left him at a loss of what to do. He wasn't exactly looking forward to spending another night at Torchwood but at the same time wasn't sure if he could handle the stony silence he imagined she would be giving him if he returned to the flat.

He had missed and wished for his old TARDIS countless times since arriving in this universe, but never more so than right now. He recalled the times he and Rose had fought during their travels and yearned for the days when they could retreat into the depths of the TARDIS, taking however much time they needed to cool off without running into one another. His ship was so attuned to them both, their moods and their needs, and rearranged rooms and hallways to give them as much or as little space as was desired.

For centuries he'd had the luxury of just running from situations like this. As a matter of fact, he had spent his many years avoiding putting down the kind of roots, both emotional and physical, that made this kind of thing a possibility. It was both a safeguard for himself as well as his companions, especially the ones he grew particularly fond of, such as Rose. All his carefully constructed rules and boundaries had been in part to avoid letting them get to this point. He was trying to protect his hearts as well as her's. As long as he could keep her at arm's length and too busy running from trouble to really focus on all their underlying issues, he felt safe. Now that he had just this one life to live, a life he wished to spend by her side, he knew he couldn't continue in his old habits. He would have to learn new ways of dealing with his anger, doubts, and frustrations. He couldn't just run off like he had done the previous night every time something went wrong. However, understanding that intellectually and knowing how to execute it were two entirely different things. Century's worth of engrained avoidance tactics would certainly be a challenge to overcome.

As he was trying to decide how best to approach her once he got back to the flat, there was a rather loud knock on his door. Before he was even able to get up and cross his office, the knocks came again.

"Oi, Doctor! I know you're in there, we need to talk."

Stealing himself, he opened his door to find Donna Noble standing there, arms folded across her chest and a look of impatience on her face.

"Donna, hi… come in."

Striding past him, she took a seat and waited for him to shut his door, which he did quickly guessing it would only be a matter of seconds before the fiery ginger began her tirade.

"Just what exactly do you think you're playing at?"

Not even knowing where to start, the Doctor threw up his hands and let them fall back to his side forcefully. "I don't know what you want me to say, Donna… we got in a row last night and I know it was stupid but I just needed some space… so I spent the night here."

Narrowing her eyes at him she scoffed. "Yeah, I've heard."

"I tried to talk to her this morning, I did, but she wouldn't… she just ran away. I suppose I deserve it."

"Oh you deserve a lot more than that you git! She tried to come talk to you last night!"

Taken aback, he was silent for a moment and then shook his head. "No… no she didn't, she never came down here. The first time I saw her was in the cafeteria this morning."

Rolling her eyes, Donna leaned forward and then fixed him with a glare. "YES, she did. Only you were too busy having a sleepover with Stella Evans."

The Doctor's eyes widened. "WHAT? No! Donna, NO. She just came by to check on me after the guard mentioned I was here as she was leaving. She brought some bedding from the infirmary when she realized I was spending the night here!"

Donna said nothing, just raised an eyebrow and continued staring him down.
"Donna, really, why would Rose even jump to that kind of a conclusion? That doesn't even make sense! Just because we had a row and I needed to get away to cool off doesn't mean I would just up and do something like that! She knows me better than to assume something so ridiculous!"

"Oh I don't know Doctor, perhaps it has something to do with you calling out Stella's name in your sleep? Call me crazy, but a girl's got to wonder when her bloke starts-"

"WHAT?" His eyes were now giant saucers and his eyebrows had all but disappeared under his unruly fringe.

"I don't know, you tell me!"

"But that's… there's no way I would… when did I do that?!"

"In the infirmary, this past weekend. You swatted her away even, kept calling out for Stella apparently."

The Doctor stood up and ran his hands over his face, beginning to pace. None of this made any sense, why would he have done that? Stella was just his boss. Heloved Rose! Just Rose.

"Look, I don't know what's going on with you and in any case you really need to be talking to Rose about this, not me, but I just wanted to let you know what she saw last night… That's why she couldn't face you this morning, she was completely undone by it Doctor. On top of your little stunt at the warehouse…"

Stopping in his tracks, he turned to face Donna and sighed. "So she's still upset about that then."

"Of course she is! You're doing it all over again!"

"Doing what exactly?"

"Taking away her choice! You're not invincible anymore and by choosing not to protect yourself it's like you're leaving her all over again. You don't have to dump her at some beach in Norway for the third time for it to feel like you don't care about your future together."

The Doctor was stunned into momentary silence. Whatever rebuttal he was getting ready to fire out died in his throat and his shoulders slumped in defeat.

Softening her tone a bit, Donna sighed. "She can't lose you again… Not now that she's had a taste of a happy, normal life with you and hopes of years to come, Doctor! She didn't have that luxury before but now she does and it's all at your mercy. Don't you see? If she loses you now… it will kill her this time."

Sitting back down, he placed his head in his hands and stayed silent for a few minutes. Donna said nothing, giving him time to process what she had said. Finally he looked back up at her, his eyes red and bloodshot.

"I never thought… I mean, it never occurred to me that she would see it that way."

"Of course not, men never do."

"I've really made a mess of things, haven't I? I don't… Donna, I have no idea what to do."

Watching him carefully, Donna tried to get a measure of his sincerity. He seemed distraught, and though she didn't understand what was going on with Stella she decided to give him the benefit of the doubt. It was clear that this man was besotted with Rose, and while his actions as of late were not spotless, she believed there had to be some rational explanation for it all.

"First of all, you need to get back home and talk to her. She will probably resist, but you need to get through to her Doctor. And mind your temper, don't go storming out again when she doesn't just welcome you back with open arms, you hear?"

Staring down at his clasped hands, he nodded contritely.

"Also, you need to stay away from Stella. That woman is evil, and whatever ideas you've given her, even if accidentally — "

"Now wait just one second, Donna! What is it with you and Rose? Stella has been nothing but cordial and you talk about her like she's got some hidden agenda!"

"No, you listen to ME! You've only been here for two months, Rose and I have been dealing with her for years. She HATES Rose, Doctor. HATES her! She's never gotten over being passed up for that promotion and insists it's because was playing favorites. Rose has had to work her tail off to overcome the stigma and vicious rumors that woman spread about her for years. Rose is well liked and respected now, but it wasn't always so and you can ask just about anyone, they'll tell you."

"But Donna, that doesn't add up! Stella has been complimentary of Rose in all things! Just last night she talked me down and encouraged me to go home and try to work things out with her. Perhaps they may have had their differences in the past, but she's obviously had a change of —"

Donna let out a bark of laughter and shook her head in amazement. "Oh Doctor… I knew you were still half alien, but I didn't realize you were still ALL IDIOT!"

"Hey now!" he replied indignantly.

"Has it never occurred to you, oh brilliant Time Lord, that she could be using you? Putting on a show to get you to trust her just to hack off Rose? Come now, how simple can you be?!"

The Doctor blinked once, twice, his mouth slightly agape.

"Answer me this… in all your years of knowing Rose, how often has her intuition been wrong with regards to someone's character?"

The Doctor shook his head and quietly answered, "Not very often. If anything she's always been quick to see the best in others, not the other way around."
"Exactly. So why would you let a woman you've only known two months make you doubt someone's judgment that you've known and trusted for years?"

At first he did not answer and Donna was about to press on, but suddenly he rose and brought up a hand to rub the back of his neck.

"Thank you Donna… I better go."

"Yes, you best had … Good luck, and remember, don't let her push you away. She's in a very bad place right now. You need to be patient with her, Doctor."
"I know… I will. Thanks again Donna."

Pausing to give her a quick hug, he took a deep breath and then rushed out the door. Now he was running towards the mess he'd made, instead of away from it, for the first time in his very long life.

When he got back to the flat, he walked in cautiously, looking around for any sign of Rose's presence. He wasn't sure whether she'd be there but was hoping she had stayed rather than going to her parent's estate. He would brave Jackie's wrath if need be but preferred that this take place in the privacy of their home. Although it was still only early evening, most of the lights in the flat were off. Peering down the hallway, he did notice a sliver of light coming from his room, its door slightly ajar. He made his way down the hall and softly pushed the door open, peering inside. The sight that greeted him broke his heart.

"Oh Rose…"

She lay on the floor asleep, her body awkwardly curled around the TARDIS coral, still in her tank. One of her hands lay pressed against the glass, the other splayed out loosely clutching a wad of tissues.

Immediately his mind was assaulted by a high pitched, painful keening. Whereas the coral had soothed his consciousness with her greeting the day before, she pelted him with wave upon wave of displeasure at that moment. He knew without a doubt that she could feel Rose's pain and was reacting to the shared bond they had forged. Falling to his knees, the full extent of the damage he had caused, some of it unknowingly, became agonizingly apparent.
Brushing some hair tenderly off of her face, he softly called out to her.

"Rose…"

She did not stir immediately, so he tried again, giving her shoulder a gentle squeeze and calling out to her again. Slowly she began to open her eyes, still red and swollen. When she realized he was there, her body stiffened and she quickly sat up and scooted away from him, refusing to meet his gaze.

"Rose, please… I'm so sorry. Please, let me explain?"

How he managed to sound just like every other bloke that had given her a sob story at some point in her life she would never understand, but something in his voice stilled her, kept her from retreating to her room. She had told herself she wouldn't continue to avoid him when he came home, but the urge to run was so strong. She was terrified.

She still wouldn't look at him but she wasn't trying to leave either, so the Doctor took this as a good sign and pressed on.

"I… I don't know where to begin, Rose but… no, that's not true. I do know, but I need you to do something for me."

Her eyes snapped up instantly, anger and disbelief behind them.

"Please, Rose… I need to show you something. Words won't be enough. Will you let me?"

She stared at him unflinchingly for a few seconds and he hoped that in his eyes she could see how much remorse he was feeling for having caused her so much anguish. Whatever she was searching for it seemed that she had found it because without a word she scooted herself back towards him and then came up on her knees for a moment before resting back on her heels, squarely in front of him.

Giving her a small smile, which she did not return, he slowly brought up his hands and approached her temples but held back at the last moment.

"Ready?" he whispered.

Her only acknowledgement was closing her eyes and bowing her head slightly, leaning forward a bit.

Gently he cupped her face in his hands, his middle and index finger of each hand brushing lightly and coming to rest on her temples. He bowed his head as well until their foreheads touched.

"Relax, Rose… I'm not here to look, just to show. You know how to put up barriers if you wish, but you need to let me in enough to show you."

He felt a slight shudder run through her and she released the breath she had been holding. Immediately he felt her frame relax some and the warm, gentle hum of the TARDIS coral filled their minds, easing them into this very tentative bond.

At first Rose didn't feel much other than the mild presence of the TARDIS, but then she began feeling the familiar brush of the Doctor's consciousness against her own. As with the last time they had done this, it was warm and gentle, slowly reaching out to her in wispy tendrils. He was taking his time, she could tell, more so than he ever had.

"Rose… you know how sacred this sharing of minds is for us. Unlike with words, we cannot lie when we are psychically linked."

Rose maintained her silence but he could feel her relaxing even more and knew that she had understood.

"I need you to know… to understand what you mean to me. What you have always meant to me, Rose."

And so he began to take her on a slow journey through his memories. He showed her many of their adventures, how she looked to him, her smile, the way she laughed, how very brave she was. He allowed her to tap into his senses, the memory of how he felt during that first kiss, the one that saved her and caused him to regenerate. The way hope had caused his hearts to soar when after he changed faces she looked at him tentatively and called him Doctor for the first time. The feel of her hand in his, always, whether running for their lives or simply meandering down a street on one of the many planets they had visited. He showed her many of the furtive glances he stole when she wasn't looking and how his hearts fluttered every time she threw her arms around him, holding him close. How when she kissed him on New Earth, and it wasn't even her, he had spent weeks reliving that moment in the solitude of the console room long after she had gone to bed each night. Then his memories took on a bitter note, as he showed her things he could hardly stand to recall himself: watching her fingers slip and lose their grip on the lever in that forsaken room at Canary Wharf, the months that he had spent feverishly working on trying to find a way back to her and then the grief and torment when he realized that there was none. He let her hear the words she never got to hear when their transmission got cut off as he orbited a supernova, and witness the tears and soul crushing anguish that had followed. Then he revealed the moment he finally allowed himself to hope again, when Donna spoke those two words, Bad Wolf. From there it was quick flashes of eagerness and impatience until finally, on that deserted street, he saw her once again and his hearts stopped, unable or unwilling, to keep beating momentarily for fear that it was all just a dream. He showed her the desperation with which he pumped his arms and legs as he ran towards her, feeling that he would never reach her, all the while knowing in his hearts that there was nothing in this universe (no, not even all his self-imposed rules and boundaries) that would keep him from kissing her when he finally got his arms around her. Then there was a blinding light, pain, and her beautiful sobbing face above his, telling him she'd missed him. His hearts beating frantically against the inevitability of his failing body. And then there was nothingness.

He heard Rose gasp and knew that she understood. This is where his "old" memories of her ended and the new ones began. While he had tried to explain this transition to her, he wasn't sure she had ever fully grasped it. Now she would.

Next he showed her his memories of those first few hours in his new body, how odd it felt, and all the questions he had had. How he had watched her interact with his original self back on the TARDIS with a mixture of jealousy and sadness, the uncertainty of his own future with her painfully evident. Then they were back on that beach and she was so beautiful. Confused, distraught, and stubborn as ever, but so heartbreakingly beautiful and he was starting to hope that she could actually accept him. That he could have the one adventure his former self never could. And then he was telling her he loved her, and she was kissing him and ohhh… she was kissing him and her arms were around him and she was everywhere and though he'd never believed in any gods, he was pretty sure this is what heaven must be like. Then the sound of the dematerializing TARDIS had caused her to wrench her lips away from his and in that moment, he felt like she had taken his heart with her… and she held it in her hands, held the power to mend it or crush it with whatever she did next.

Not wanting to make her feel unnecessary guilt or grief, he quickly skipped to the most important moments of their journey home, those small moments in which she slowly began to let him in and how his heart had soared once more and he had dared to hope again. He let her experience the wonder and gratitude he felt that first night they spent together in their flat, his new home. All those little moments of pure domestic bliss he never dreamed he would ever experience, much less absolutely revel in. Lastly, he showed her that night, only last week , when they were able to communicate with their minds and the absolute elation he felt when her presence in his mind filled that gaping hole he had carried with him for so many years after the destruction of his people. He lingered on that last memory, hoping desperately that she would be able to grasp the enormity of what this meant to him. That although they had as of yet to share in the most intimate of human expressions of love, by letting him into her mind so freely and reciprocating herself, they had begun sharing in one of the most hallowed practices of his people.

"Rose, I love you. I've loved you for so very, very long and always will. Only you, Rose… it's only ever been you and that will never change."

And then, just as slowly and gently as he had entered her mind, he took just as much care as he withdrew from it, though he did not break physical contact with her. For a moment they stayed perfectly still, kneeling in front of one another, foreheads still pressed together, their breathing fast and shallow.

Gradually, the Doctor opened his eyes and let his hands fall, instinctively seeking hers. She reached for his as well, and he saw her eyes wide and shining, silent tears spilling over and making their way down her face. Before he even had a chance to speak out loud, she let out a sob and threw her arms around his neck, crushing him to her with all her strength. His arms wrapped tenderly around her waist and they raised themselves up on their knees, needing to be as physically close as they could manage. They stayed like that for several minutes, just drawing comfort from and reveling in the feel of being in each other's arms again.