AN: Hello, friends. So, here's chapter 2. I started it before I started chapter 1, actually, and I just wanted to share. It's based off of a line in the 50TH, so *River voice* spoilers. Hope you guys enjoy, here ya go.

DISCLAIMER: I own nary a Doctor Who. If I did, Whouffle would be SOOO canon.

*IMPORTANT NOTE*: This chapter contains SPOILERS for The Day of the Doctor. Not huge spoilers, but still. It makes more sense if you've seen the episode.

One Terible Night

"One day, you will count them. One terrible night…"

THE Doctor couldn't sleep. Today wasn't a special day by any means. He just suddenly remembered… everything. And it was killing him. Seeing all that fire, hearing all those screams. He was crying and sobbing and he couldn't even begin to compose himself. He hoped beyond hope that Rose couldn't hear him from down the hall, because he knew that she'd be disappointed in him. She'd be disappointed because of everything he did that day. No, worse than that. She'd hate him, and she'd want to leave. And he wouldn't be able to talk her out of it, because he still didn't think he was worthy of her.

He tried to calm himself down, tried to stay controlled, but it wasn't working. Sobs ripped themselves from his throat and tears continued to fall. He heard them screaming, all of them. Billions upon billions of people burning and screaming, and he slammed his hands up over his ears to silence it. But the noise only got louder. So much of it, all around him. Completely encompassing him; drowning him in the memories.

"One."

He saw a little boy, no more than 8 years old. He had curly blonde hair. He was nice. He had a family. And the Doctor killed him.

"Two."

There was a little girl this time, 13 years old. She had long red hair and ice blue eyes. She had a mother and father and aunts and uncles and so many people who cared about her. And the Doctor killed her.

"Three."

He saw his own grandchild, just born. She was two months old. Her mother was his daughter, and he loved them both with all of his hearts. And he, the Doctor, killed her.

"Four… Five… Six…"

And it continued. For hours upon hours he counted. With every new number he saw a face. A face of a child that would never, ever grow up. And it was all his fault. He killed every single one of them. And oh, it killed him to remember. He tried to stop, he tried so, so hard. But he couldn't stop seeing the faces. He saw them playing and living and being happy, and then he heard their screams. Each image flashed in front of his eyes in a fraction of a second, but it was enough.

"Two billion, four hundred seventy-two million, four hundred and sixty-three."

And with that, the count was done. He saw all of the faces, heard all of the screams, and saw all of the deaths. He felt the fire all over again. He was drowning in guilt and loss. He suddenly jumped from his bed and let out a yell of anguish. He picked up the first thing he saw, his mug of tea, and flung it at the wall with a scream, relishing in the sound of breaking glass. He looked around frantically before stomping over to his desk. He picked up his cup of pens and pencils and flinging it as well. He continued to sob and screech and throw anything and everything he could reach. Books and picture frames and even his sonic screwdriver were thrown, and he couldn't stop. In a fury, he ran out into the hall, not stopping until he reached the kitchen. He flung open the cabinets and grabbed all of the plates, bowls, and cups that he could. One by one he threw them, an inhuman yell being ripped from his throat with each one.

"One!" he yelled, remembering the little boy as he threw a plate and watched it shatter against the wall.

"Two!" This time, he threw a mug as he remembered the red-headed girl, and a sob once again came out brokenly.

"THREE!" he screeched, throwing plate after plate at the wall as he continued to see their faces. "FOUR! FIVE! SIX! SEVEN!" He eventually ran out of things to throw, and he settled for punching the wall again and again until he felt his hand break and his knuckles bleed. "THIRTY-ONE! THIRTY-TWO!"

"Doctor!" Rose yelled in shocked concern as she walked in. The Doctor didn't seem like he could hear her, though, seeing that he only continued to punch the wall and brokenly count. She quickly pulled him away from the wall and wrapped her arms around his, effectively pinning his arms to his sides. He struggled against her for a while, still counting through his tears.

"Fifty-nine. Sixty. Sixty-one…"

"Doctor, what's gotten into you? Why are you countin' like that? What's wrong?!"

"Sixty-five," he whispered. "Sixty-six."

"Doctor!" And with that, Rose slapped him across the cheek, trying to snap him out of whatever was happening. It seemed to work, because he jolted as though waking up, and his eyes searched the room franticly before landing on hers and stilling.

"Rose," he whispered, his eyes watery as tears continued to course down his face. "There were so many, Rose. I- I couldn't- I didn't- Oh, Rose there were so many!" And with this he broke down once again, sobbing into her shoulder as she held him on the kitchen floor.

When it became apparent that his crying wouldn't stop any time soon, Rose began rubbing her hands over his back and whispering to him, trying to find out what was wrong. If I just know what's going on, she thought. Then I can help him. "Doctor, please just tell me what's happened. There were so many what?"

"Ch-children."

Rose gasped as understanding came over her. "You don't mean…"

"Rose, there were two billion, four hundred seventy-two million, four hundred and sixty-three children! They all had families, billions upon billions of family members! And I- I…" The Doctor was forced to stop as once again powerful sobs ripped their way out of his throat, and he yelled at the anguish that filled his hearts.

Rose had no idea what to do. She'd never seen the Doctor like this, never seen him so broken-hearted and vulnerable. "Doctor, I-"

"No!" he yelled, getting up off the floor and running through the TARDIS. He only stopped running once he reached his room once again, this time reaching into a drawer on his nightstand and franticly turning the pages until he found what he was looking for. He slid down the wall until he was curled up in the fetal position, reading the pages as quickly as he could.

Rose ran into the room a few minutes later, having stopped to pick up some of the broken glass before chasing after the Doctor. No use having either of them getting more hurt. After bursting through the door, she slowed and warily crept to the opposite side of the room, where she saw a now calmer-looking Doctor curled up with a journal in his lap, and she was beyond relieved when she saw that he was no longer sobbing. She reached him and placed a gentle hand on his shoulder. He looked up at her, looking for all the world like a lost child, and he blinked a few times before looking back to his book and continuing to read.

"I- I need to read this. I need to remember. I- I need to…" Rose looked at him bemusedly and leaned over to see what he needed to read. Remembering that she couldn't read upside down, she sat on the floor next to him and leaned on his arm so she could see.

Dear Book,

Today, Rose and I saved a planet. I know that that's kind of standard for us, but my count is down to 18, 329, 857 now. It's taken a long time, but I've almost saved as many people as I killed on Gallifrey. I also added in all of the aliens I had to kill or failed to save, but still. Being down to this small of a number (relatively speaking) is wonderful. I've averaged it out, and I should be able to go 'into the black', if you will, with more people saved than killed in about 37 years. I hope Rose is there for that.

Doctor.

The Doctor flipped a few pages, this time curling in on himself further as a few silent tears escaped.

Dear Book,

Today I took Rose to a planet I'd never been to. There was a fixed point there, and I couldn't save a lot of the people. But we saved a family. It's messed up my count a bit, but I'm done counting. I haven't forgotten, of course. I don't think I could if I wanted to. But something about Rose makes the memories hurt less. I feel… lighter. And happier. And I want to hold on to this feeling forever.

Doctor.

The Doctor turned to one more page, and this time he rested his head on her own.

Dear Book,

Rose and I saved so many people today. Not just a planet, but a whole galaxy! There were billions upon billions of people, and we saved them all! There were more people saved today than the population of Gallifrey tripled. I've never felt better in my entire life, and it's all thanks to Rose. I love her. I love her so much.

Doctor.

The Doctor took a shaky breath and closed the book, finally wiping the tears from his eyes. "Sorry," he whispered. "Sometimes I just need to be reminded." He shot her a wobbly smile, though it didn't reach his eyes.

Rose wiped the tears that still remained on his face, placing a soft kiss on his cheek. "It's okay, Doctor. I understand. I'm sorry it hit you so hard today." They fell into an easy silence before Rose got up and offered a hand to the Doctor. Bemused, he accepted, and she pulled him into the med bay so she could look after his hand. After it was bandaged and sorted, Rose led him back to his room, wordlessly climbing in and motioning for him to do the same. He did, and he intended to stay to his side of the bed, but Rose had other ideas. She wrapped her arms around him and he rested his head on her shoulder, hugging her close. "Wake me up if you have any nightmares, kay?"

"I will," he whispered back. But he didn't have any more nightmares that night, or for many nights after. All thanks to his pink-and-yellow girl. And the 2.47 billion didn't hurt as much. And it didn't feel like such a terrible night.

AN: Okay, so on a scale of William Hartnell to David Tennant, how angsty was that? I watched the 50TH Anniversary special and had a lot of feelings, but I thought it'd be nice to have Rose comfort him a bit. Was it okay? Too angsty? More fluff necessary? Please let me know. Much love to all. 3