"What in the world is that thing?" Matt stared at the mysterious metallic object that seemed rusted in which the Doctor had just proclaimed happily as a clue.

"That, Matty, is a Golwenderum 5000, oh, but that's just brilliant!"

Matt showed a face showing displeasure to something but remained quiet as Rose asked, "A what?"

"C'mon, Rose, think. We just spotted chemically altered gold, so it had to be helped by some power source!"

"Yea, but how could that machine do that?"

"Remember the Ice Pirates?"

"An energy converter! It's an energy converter! But, why? Why convert the gold?"

Matt answered, "The General is killing for that gold, so I reckon it's got something to do with that. Why not turn it against him?"

The Doctor grinned because it was getting harder and harder not to like this guy. "Matty, you are a genius! Whoever engineered this had a plan, but was never able to finish it! We just need to… fire it up and find out."

Again Matt expressed his displeasure. "Sure, just don't call me Matty anymore." The Doctor nodded in understanding.

Rose pointed to the energy converter. "Well, go ahead and turn it on then."

"Needs gold. Just five kilograms." The Doctor suddenly looked over at Matt when he didn't understand. "Around eleven pounds."

Matt rubbed his hands together excitedly. "Right, I'll just grab my pick axe and I'll get us some of that gold."

"No time for that, you both will have to use this." The Doctor pulled out this sonic screwdriver and tossed it to Rose who caught it. "Setting 523." Rose nodded and put it in her pocket while the Doctor added, "It'll break away the rock so you can easily pull the gold out much quicker. You both just fill your pockets."

Rose asked, "You staying here?" She didn't want to admit it but having the Doctor and Matt together did something for her that being alone with either wouldn't. They both had issues with her and she didn't want to address those issues at the moment. Even though it was completely dark outside and rather spooky, it was her own demons that spooked her the most. Perhaps she was a bit of a runner herself like the Doctor.

The Doctor half smiled. He was hesitant to let those two be alone, because they had done something of an intimate nature. Neither had to tell him that for him to know, but why hadn't Rose told him? Then again why did he care? Rose could be with any man she wanted because he couldn't possibly interfere. It's not like he loved her or anything. Or did he? Anyway, this was not the time for figuring that problem out. The Doctor figured he may never fully understand that one. With an almost reluctance he answered, "I gotta stay here and play with some wires in order to get this machine fired up and ready for you… two."

Rose nodded reluctantly. "Alright. Best we be off then."

Rose and Matt turned around and walked away as the Doctor stared at their backs for a moment before focusing his attention on some old frayed wires on the Golwenderum 5000.

Rose and Matt continued down the hill walking. They couldn't have been walking much closer while at the same time the distance between them from what was unsaid felt like a million miles away. After waiting a moment for Rose to be brave Matt realized he'd have to be the one to address it. "Rose?"

"Hmm?"

"Why'd you lie to me?" Matt figured he's just be about as direct as possible about it. She wasn't going to meet him halfway anytime soon.

"I… I was just confused. Made a decision I now regret. It's not you, it's just…"

"Him?" Matt just didn't understand. "Rose, the little bit of time I've known you both all he's done is belittle you. He's made you feel small. Is that how you want to be treated? I don't think it is."

Rose began to doubt herself as they walked. "I've made a lot of mistakes lately, Matt. I've burned a hundred bridges because of hope, but all I really did was isolate myself." She stopped and began to fight tears as Matt continued listening. Rose found herself again finding it easy to be honest with him. "There's just nowhere for me to go anymore, ya know?"

"Leave him and stay with me. I'll treat you right."

Rose looked into Matt's eyes. These were completely trusting eyes that hid nothing. There was a future in those eyes and a way out of the life she'd made for herself. He was human and he was normal, but he wasn't the person she really needed. As much as she didn't want to admit it presently that really was the Doctor. She could fight it all she wanted, but she couldn't let it bother her that dreams were all she could look forward to. In Matt's eyes she saw happiness and a fulfilling life like she had always wanted, but those things were never meant for Rose Tyler. She said nothing as she just looked.

Matt seemed to understand when she didn't answer. "One more kiss. If you feel nothing than that's it, promise."

Rose nodded with no emotion. She really shouldn't, but she had to entertain her wants and desires just one more time or regret passing up the opportunity forever.

Matt leaned as she also did and soon they were kissing, but this time she wasn't into it half as much as Matt was. As quickly as it began, Rose pulled away from his startled expression with her mind now completely clear. She opened her mouth ready to tell him she had made her decision, but her eyes met quite possibly the worst thing that she had ever seen in her life.

The outline of the Doctor was standing above the hill and staring at them…