*NOTE* The chapters "Downcast" and "So Much to Say" are being re-uploaded due to important changes/additions.

After discussing things at length with another user (you know who you are - and thank you) and looking over some of the reviews, I felt them necessary and I re-uploaded them way it this way to ensure everyone would see.

The TARDIS landed during the summer, on the edge of large cliffs overlooking the ocean. The sun shone brightly above them but dark clouds rumbled in the distance. The winds were so powerful that anything under a hundred pounds would go flying instantly. As it was, Rose and Martha still felt like they were liable to blow anyway any second.

But they didn't care.

Rose threw her arms out wide, tilting her head back, and let the air rush through her. Her hair whipped and tangled behind her, her clothes flapped, and the warmth of the sun wasn't quite enough to negate the chill on her skin. She hadn't felt this alive in nearly three months. She didn't care where she was or when; all that mattered was where she wasn't.

They were free. Finally.

The Doctor hung back near the TARDIS, not enjoying the wind as much as his companions. They'd requested some place sunny and open. Somewhere not Earth. He understood the urge to get away, having been exiled to Earth himself once. Their exile had passed in what felt like seconds for him. He had memories from John Smith that proved three months had passed and proof that his subconscious had been having a field day, but to him it had been like falling asleep. Falling asleep slowly and painfully with his head locked in a metal contraption, screaming so loud he hadn't even heard Rose return to the control room.

Once the wind died down, they both collapsed onto the grass and he decided to join them. Rose saw him coming and chuckled. "There's an oncoming storm in both directions."

Martha glanced up and then snorted.

He sat down in between them and stretched his legs out in front of him. Silence fell between them as they watched the approaching storm.

Rose glanced at the Doctor again. Their eyes met and she looked away quickly, unable to hold his gaze for longer than a few seconds. She was terrified of what she might see there. He had to be furious with her, or at the very least disappointed. It was all her fault, after all. He'd expected her to stay by him and she hadn't, not like she knew she should've. It had been an incredibly selfish move on her part but she had gotten her wish and hadn't had to choose between them.

Instead she'd ruined two people's lives.

She hadn't even considered John would fall in love with someone else. Though, in hindsight that had been an incredibly stupid assumption. She'd tried so hard to separate them in her mind yet she'd gone and just assumed he would share the Doctor's feelings for her even though he'd never met her. But, then, he'd had them after all, hadn't he? Somewhere, deep inside, and they were probably what drew him to Violet to begin with. He'd loved her; he could've spent a whole human life with her. Part of Rose wished she could've let them have that.

But the universe needed him.

She needed him.

Rose saw the look of detestation on John's face and Violet's pleading expression in her mind again. She rubbed her eyes quickly in an attempt to dispel the image.

What would happen when the Doctor looked through all of those memories he'd gotten from John? Had he already? Was that disappointment she'd seen in his eyes all from him or was something from John lingering there as well? Memories were powerful things, after all. She hadn't ever been through something like that, not by a long shot, but it didn't seem entirely far-fetched that the Doctor would feel at least a fraction of the emotions John had felt while living those memories.

Was that why he hadn't shown up in her room last night? Even if he couldn't stay with her for the entire time, he'd always come to say goodnight and make sure she fell asleep. She'd waited for nearly an hour before dropping into an uneasy slumber and waking up with the resolve to talk to Violet.

"Karjikkx," the Doctor blurted out suddenly, drawing her back into the present. "Two point five times the size of Earth, inhabited by two races known as Eusts and Plarks."

God, she'd missed listening to him. The way he could spout out information about places like an encyclopedia. The way he rolled his vowels and drew out syllables. Not for the first time she wondered if his accent always varied with regeneration. She had no way of knowing for the alien languages, but the time she'd actually heard him speak different Earth languages, the accent sounded spot on. Both this and her first Doctor had sounded like born and raised Brits while speaking English. Had he ever sounded American or Irish or German? What had his very first accent sounded like, back when he first began speaking English?

"They get along well enough. It's the 98th century, roughly, and they're reaching the point in their history where they're beginning to recognize the offspring of Eusts and Plarks as an official race instead of just crossbreeds. Call 'em Eurks." He puckered his lips with the name, drawing it out more than necessary, like he always did with words he liked. Rose thought it sounded like he was choking.

"Is there a city nearby?" Martha asked mildly.

"Mmm, probably a coastal town or something, but that'll have it all locked down." He nodded to the storm. "We can try the other side of the planet, though, if you want."

"Are they friendly towards outsiders?"

"Oh, yes."

Never heard that one before, Rose thought. "Which means we'll be in jail within the hour." She said matter-of-factly.

The Doctor frowned at her but she still wasn't even looking his way. He knew she was upset about something but he couldn't for the lives of him figure out what it was. He knew the answer more than likely lied within the memories of John Smith but he was more than a little afraid to look. What had his idiot counterpart done or said to make her so wary of him?

"That's alright," Martha said. "Been about twelve weeks since we've been arrested."

"And ten since we've run for our lives."

He grimaced, remembering what Rose had been like the first few times they'd had to run like mad and she hadn't been used to it. "Are you out of shape?"

"Not exactly," Martha replied. "We went for runs a couple times a week. The last week or so, though, we haven't."

Rose wrinkled her nose. Jail didn't sound appealing. She'd just escaped from one prison and stepping right into another one wasn't her idea of enjoying freedom. Besides, she didn't want to be trapped in close confines with the Doctor right now. So she suggested something that wouldn't likely get them locked up. "How about instead of the city…we go float over a nebula for a while. I've been wanting to do that."

"Ooh. I like that idea." Martha agreed, already pushing herself up. "And then dinner on Rox—the first Rox, not the second one—at that restaurant with those little flying balls of light—you remember? It had a weird name."

"The Court of Ukrila," the Doctor supplied.

"Yeah, that's it."

"And it wasn't a restaurant. It was a dinner theater," he corrected. He eyed the storm clouds in the distance. "That storm's getting closer. There will be another wind gust coming soon, probably more powerful than before. We should go," he advised as he got off the ground.

Rose nodded. It wasn't until after she was already on her feet that she realized the Doctor had held his hand out to help her up.

The Doctor, however, didn't realize she hadn't seen, and tried not to let show how much her refusal hurt him. Or how much any of the subsequent ones did, either. Oh, she went along with the motions—she held his hand when he offered it, she smiled when he did something silly, she listened patiently when he spoke at length. She glared at him pointedly when he tried to eat dinner with his fingers even though he tried to explain that, no, Rose, this wasn't him being rude that was how this dish was meant to be eaten.

But her fingers didn't curl around his just so and she wouldn't quite meet his eyes even when she smiled. He hated it and he cursed himself and his counterpart.

Martha didn't appear upset at all. Her laughs and smiles were genuine. She met his eyes. She accidentally called him John once then immediately apologized. "Sorry! I'm still trying to get used to this again. Remember how many times I called him 'Doctor'?"

He did and he didn't fault her for it.

He wondered if that was what Rose's problem was. She was having difficulty separating the two of them. Did she see John when she looked at him? Maybe if the pillock hadn't shaved off his sideburns (no, he was not over that, and wouldn't be until they were back) they wouldn't be having this problem. He'd have to remind her who he was. That was how it had been when he regenerated. At first she'd doubted him, then she'd given up on him. Then she'd seen him prove he really still was the same man. "No arguments from me!"

The question was how.

He was still mulling it over when he arrived in her room that night. He wanted things to get back to normal between them and this—curling up with her as she fell asleep, and sometimes sleeping himself—was normal. His human body had been exhausted before it'd transformed back and it'd been nearly forty-eight hours since then. He needed sleep and he never slept away from her these days (from his perspective, anyway). She kept the nightmares at bay and made waking up worth it. Nothing was better than having Rose Tyler be the first thing he was aware of when he awoke.

Opening the door, the Doctor poked his head inside. "Rose?"

She was already lying down but when he spoke she raised her head and blinked at him in surprise. They stared at each other. "Oh," she said after a moment.

Fear churned in his belly. Was she going to reject him? "If—If you don't want me here…"

"No!" She sat up abruptly. "I want you here! I do! I just wasn't… I mean…"

He waited.

"You didn't come last night," she finished in a tiny voice.

Oh. Damn it. "Yes, I did. One of the UNIT soldiers came knocking on the TARDIS door after we had dinner to tell me they needed my advice on something they found. By the time I got back you were already asleep. I stayed with you for half an hour before I went to sort John's flat."

"Oh," she whispered. He silently berated himself for his idiocy. She must've been waiting for him last night and had been upset when he hadn't shown. Then he hadn't had the decency to be there when she woke up and disappeared for most of the day to tie up the last of the loose ends. No wonder she'd been acting this way.

He stepped into the room, shutting the door behind him, and walked over to the bed. She scooted over to make room for him and he sat down next to her. She kept her head down, not meeting his eyes until he reached out and tilted her chin up. "I'm sorry," he murmured.

Rose exhaled slowly, closing her eyes, but he couldn't tell if she accepted or not.

He swallowed, still fearing rejection. "Can I stay?"

Her answer was to lean forward and nuzzle his shoulder with her face. He sighed and slid his arms around her, holding her. She mumbled something unintelligible into his shoulder and he craned his neck to see her face. "What?"

She turned her head, eyes inches from his. "I said, 'You helped me sleep while you were in the watch.'" She dropped her gaze and fingered the collar of his shirt. "When I had trouble sleeping, I'd hold it in my hand and listen to your whispering."

His eyebrows shot towards his hairline. He knew he'd spoken to Elliot but he hadn't realized he'd spoken to Rose as well. But how had she heard him? The communication had been entirely telepathic. Elliot was a mid-level telepath—which, compared to Gallifreyan standards, wasn't much at all—but she was not. She had telepathic potential and could communicate with the TARDIS almost as well as he could, but she was not even on par with a low-level telepathic human. "What did I say?"

"My name, mostly."

"Your name," he repeated slowly. "Anything else?"

Her fingers stilled. Oh no. What had he said? His mind ran through a list of things, all varying degrees of horrible, and he was about point two seconds away from panicking when she said, "Just a few words here an' there. My name was clearest."

She was lying, he knew immediately, but he didn't press it. If she wanted to tell him the truth then she would do it in her own time. But he worried because whatever it was, she was afraid he wouldn't like it, or he'd regret it. He couldn't think of any other reason. But what had his subconscious mind told her that she doubted him enough to conceal it from him now?

Rose shifted, pulling out of his grasp, and lifted the covers for him. He crawled underneath them with her and was about to put his arms around her again when she flipped over, presenting her back to him. He blinked, confused and wary, then inched towards her, placing his hand on her hip. She didn't squirm or pull away so he scooted closer until his chest was a mere inch from her back. She sighed softly, reaching up to put her hand over his. Relieved, he curled his arm around her and pulled her against his chest, throwing one leg over hers, and held her tightly.

"I've missed this," she whispered. "I could hardly sleep at first. It was hard to get used to being alone again."

"I'm here now." The Doctor murmured in her ear and kissed the edge of it. "I'll be here when you wake up."

"Promise?"

"I promise."

She nodded, brushing her thumb across the back of his hand. He pressed his lips to her temple, letting his mind reach out briefly to brush the bright warmth of hers, but not entering. She shivered in his arms but otherwise didn't react—she probably didn't even know why she'd shivered to begin with. He felt the familiar flicker of remorse at her lack of telepathic abilities. There was a strong chance they would be able to share a form of telepathic link if they were ever bonded through marriage—and he hoped, oh, he hoped. It wouldn't be as powerful as a bond with another Gallifreyan or even another telepath, not without physical contact, but there would be at least something. Then he could take the place of his ship, singing her mind to sleep himself even if he couldn't be there with her physically.

It didn't take long for him to slip into sleep, a dreamless state of bliss he could only get with Rose in his arms or vice versa. She kept the terrors of his subconscious at bay and protected him from the cold loneliness of being the last of his kind and without a home. She was warmth; she was safety. She was home.

When he woke up sometime later, he blinked blearily at the ceiling and tried to discern how much time had passed. Six hours. That was enough for him to last the next week or so, normally, but he was still tired. His mind was too foggy for his awakening to have been natural. That thought ran through his mind several times before he was coherent enough to send a questioning mental prod in the direction of his ship.

He received a worried hum in response. A second later, Rose whimpered, her body jerking in his arms. And just like that, he was completely alert. He raised his head, propping himself up on his elbow, and leaned around to see her face. Her was brow furrowed, lips parted and curled downward, eyes crinkled in sadness.

She let out a panicked whimper, followed by a tiny cry of, "N-no!"

He twisted his free arm to reach her and brushed the hair away from her face. "Rose, it's okay. Rose, love, wake up." He whispered, giving her a tiny shake. "It's me, I'm here. Wake up."

Rose was having the same nightmare she'd had the last two nights.

The Family of Blood had everyone she loved, bound in a circle, and she was trapped, unable to do anything but watch. Whenever she tried to turn away, she saw the rest waiting to die, or the bodies of those who'd been killed already. The Doctor, of course, started in his first body and was regenerated over and over until he reached his current body.

He looked at her sadly, longingly, as he always did, but this time he opened his mouth and spoke. "Rose, it's okay."

Then they killed him and John Smith took his place. Instead of killing him, however, they let him go. He surveyed the ring of bodies with despair. Then his eyes found her, kneeling in the center of the circle. She reached out to him pleadingly, begging for help, but his face hardened, his expression one of loathing, and he turned his back on her, walking away into the darkness while the Family cackled with glee—

Rose's eyes flew open and she sucked in a sharp gasp of terror. There was a body pressed against her, an arm around her waist, and she jerked reflexively. "Get off me!" she cried.

Her eyes locked with the pair of alarmed brown ones and, with a jolt, she realized John Smith was in her bed and—

No. No, Not John Smith. He was gone, dead. Reabsorbed. He didn't exist except in memories. This was the Doctor. Her cheeks flushed with shame and she looked away from him. How could she, for even a second, mistake him for John? She'd never mistaken the latter for the former, not once in all those weeks.

"It's okay. It's just me."

"I know," she replied. "I was just surprised. I've been sleepin' alone, y'know."

He was silent for a moment. "You had a nightmare."

"Yeah."

"Do you want to talk about it?"

Rose hesitated. "The Family. They…killed everyone I love while I had to watch. You, died, too. Ten times."

His arm tightened around her. She didn't tell him that he'd then turned into John and left her behind. That would only make him feel worse.

"They're gone. They won't hurt us or anyone else ever again. I promise you."

She swallowed and rubbed her lips together before flipping herself over to face him. He lifted his arm to allow her to readjust then he curled it around her once more. "What did you do?" she asked.

He opened his mouth. Closed it.

"You've been tellin' everyone that they've been sorted for good. Reckon they all just assume you killed 'em but not me. I know you. You wouldn't've killed 'em."

The Doctor was quiet for a minute. It was difficult to see his face in the dark room but she could tell his expression was grim. "Do you really think so much of me? …They murdered dozens that night alone and injured hundreds more, and in Cardiff, and possibly in other places while they were hunting us, not to mention the many who they killed before they found us. That's just the tip of the iceberg." His voice lowered, becoming smooth as silk but as cold as the voice of the Oncoming Storm. "They would've murdered you in cold blood if given half the chance. They deserved to die for what they'd done. They deserved it. "

Her face tightened sadly and she cupped his cheek with her hand. He leaned into her touch, eyes closing for a moment. "And if I was merciful, that's what I would've done."

She resisted the urge to draw back, tightening her fingers around his face instead. "What did you do?" she repeated.

He opened his eyes. "They wanted to live forever. So I gave them immortality."

She waited.

"I wrapped the Senior Male in unbreakable chains, forged in the heart of a dwarf star, and trapped him in a labyrinth trapped in a time bubble. A minute for him is millennia for the universe. I flung the Senior Female into the event horizon of a collapsing galaxy, imprisoning her there forever. I trapped the Juvenile Female in a time loop—she'll forever relive the same five minutes over, and over, and over, unable to escape, and no matter what she does it will never end. And the Juvenile Male I sent to a pocket dimension, alone, right next to ours. He might bleed through to this universe from time to time, nothing but an echo of course—just a ghost to those who may happen to glimpse him—for the rest of eternity."

He hadn't looked away from her the entire time he'd spoken and continued to hold her gaze even after he'd finished. He looked somewhat ashamed by his actions and frightened, too. By what? Her judgment? She was the one who should be afraid of he'd despise her for what shed' d done, not the other way around

Rose wasn't sure what to say. It was definitely cruel. Almost, in a way, crueler than the fate he'd sentenced the Cybermen and Daleks to that day at Canary Wharf. The number of times she'd wished the Family would just die those weeks in Bridgeton. She hated them so much. It was all their fault and they deserved punishment But now faced with their fates, she realized death would've indeed been a mercy for them. He turned their deepest desire into a curse. In his darker moments, the Doctor believed himself a monster. She could see a bit of that monster in his eyes as he spoke of what he'd done to the Family of Blood. But with such intimate knowledge of the reasons behind his actions, she couldn't be disappointed in him.

So in honor of everyone they'd hurt—herself, Martha, Marc, Natalie, the little girl and boy (whom she'd learned had been called Nikki and Zack), Violet, and all of the other the people in Bridgeton—she nodded her head. "Good. You gave them a chance and they blew it. They got exactly what they deserved." She cupped his face in her hands. "You took care of them and you've avenged everyone they hurt an' killed. Thank you."

He exhaled in relief, eyes slipping shut, and his mouth crashed into hers. His kiss was hard and desperate and she wondered how long he'd been worrying about this. She tried to reassure him with the gentle slide of her lips against and brushing her fingers through the hair at his neck. His arm tightened around her, pulling her flush against him, and coaxed her lips open.

Oh, how she'd missed him.

For a moment, her mind went back to their last kisses in this room, just before he went through the Chameleon Arch. It'd been she who'd been rough and afraid, knowing what had to happen and preparing herself for it, taking comfort while she still could. Now it was his turn.

The Doctor ran his hand up her back and she felt her shirt ride up while she, in turn, grazed his shoulders with her nails. He moaned. He pulled away, then, and she could hear his shaky breaths. She kept her eyes closed and tried not to be disappointed. This was always where it ended. Now he would pull back from her just slightly more and curl his body around her for sleep.

"Rose," he whispered. She opened her eyes. His were dark and in the dim light from her 'window' she could see that his lips were parted, drawing in ragged breaths, and so much for his respiratory bypass. They stared at each other for a long minute, their breaths mingling. "Can I…?"

She nodded, grabbed the back of his head, and pulled his mouth back down to hers. He made a quiet noise and kissed her back, passion replacing the earlier roughness, and she felt her blood heating up. The Doctor pressed forward, rolling them so she was on her back and he was leaning over her with his legs off to the side.

She wound her fingers through his hair, scraping her nails across his scalp and he made that low sound in his throat that she'd discovered last time when there hadn't been enough time. They'd needed to sort things out with the Family, mend her wounds, and make sure Martha was okay. But there was nothing stopping him now. No wounds to speak of, no enemies to thwart or pursuers to shake, and their companion was safely tucked in her room for the night. It was just them. Rose and the Doctor. His lips locked with hers and her hands sliding up his chest.

He shifted his weight so he could run one hand down her side and then slip it under her shirt.

Never in a million years would Rose have thought that, if it ever happened, she'd stop something like this. But with the sudden contact of skin on skin her mind cleared, and all the memories, the ones that had been plaguing her for days, came back in a rush Everything she'd been through emotionally because of John, and Violet, too; the hurtful words he'd said, the guilt she'd felt for everything she'd done wrong; the dream and the two times now that she'd woken up and mistaken him for his human counterpart.

She couldn't do it. She wanted him but not like this. Not while there was still so much unsaid.

Rose turned her head away, breaking the kiss. The Doctor, misinterpreting her sudden movement as the need for air, moved his mouth to her throat and latched onto a spot under her ear. Her breath hitched, a quiet noise escaping her throat, and she nearly forgot why she was trying to stop him. He fingered the hem of her shirt and her mind cleared enough that she was able to gather enough resolve to push lightly against his chest. Gentle enough that she hoped he wouldn't feel rejected but firm enough to get the point across.

He pulled back slightly and raised his head, his hand stilling on her hip. "Rose, wha—?" he asked breathlessly.

She sucked in a few breaths past her teeth. "I c-can't. I just—I just can't."

His snatched his hand back like he'd been burned and looked away. "R-Right. Sorry. I didn't—didn't mean—I—sorry," he stammered, rolling away from her. Before she could even blink he was off the bed as well.

She sat up, reaching for him. "Doctor, wait, let me explain—"

"Nothing to explain," he said stiffly, looking anywhere but her. "I'll just—I'll just go, then."

"No! Don't—"

He was already out the door.

"—go," she finished quietly. She stared out the door and waited, hoping he would appear. At least maybe he'd return to close the door. But after two minutes of staring at an empty doorway she realized he probably wouldn't be coming back.

We got a runner!

There we are, then. I hope that helps explain Rose's behavior a bit more and I'm sorry for not making it clearer before.

Also, sorry for the confusion removing the original versions caused. No, ElizabethTARDIS, you did not imagine them. *pets*