Disclaimer: Mind-bending was a form of Time Lord mental wrestling that was introduced in the Brain of Morbius. And in Armageddon Factor, we learned that the Doctor was known by Theta Sigma when he was at the Academy.

"Rose?" queries the Doctor as he feels her mind go blank. "Rose? What's wrong? Where are you?" His panic grows as he reaches out further and further into her mind only to find that there is nothing within his grasp.

He retreats fully until his complete consciousness is outside of his body and begins shaking her as he demands, "Rose! Wake up and tell me what's wrong with you right now! What happened?"

"I did," states the Master coldly as pain begins shooting throughout the Doctor's head. "I shut her mind down to protect her from you, when you started hurting her." The last two words are enunciated with stabbing daggers inside the Doctor's skull to emphasize his point.

Rose is lying motionless on the floor from where the Doctor dropped her at the first onset of the Master's attack, and the Master surprisingly ignores her prone form as he kneels down to address the maddened Time Lord who is still clutching his head in agony.

"I hurt her too," he confesses as he hardens his gaze and another wave of telepathy assaults the Doctor until he is doubled over gripping his hair so tightly that it seems as if each strand is about to come out by its roots at any moment. "I encouraged her to open herself to you to help you, to welcome you into her heart so that she could make you better." The Doctor cries out as another mental transference hits him and the Master rises to stare down at him in disdain. "I won't make that mistake again."

"So what's your plan then?" utters the Doctor with a gasp as the pain eases up enough to allow him to speak. "Talk me to death with a stern lecture or am I to be condemned to another time out back in my dungeon?"

"Neither," declares the Master as he watches the Doctor unfurl his clenched limbs and shift into a sitting position while he stares down at Rose in concern. The Master exhibits a slight smirk upon noticing the Doctor's muscles shaking with each movement. "The time to talk has long passed and I don't much fancy being your jailer for the rest of my lives."

"Is she okay?" questions the Doctor quietly.

"She's fine," answers the Master curtly. "And before you have any bright ideas, she's completely out of your reach; I've made sure of that."

"How did you do it?" The Doctor's mistrustful gaze meets the Master's own disgusted one. "You weren't anywhere near me, I would have sensed it."

"I didn't need to be." He circles the Doctor closely akin to a predator stalking his prey. "You're the one who's always needed touch to initiate telepathic contact, a constant habitual weakness regardless of your regeneration." He halts his steps directly behind the Doctor and his tone hardens to that of steel. "That's a failing that I've never acquired in any life, I'm better than that."

He watches as the Doctor's shoulders tense, both from the threat of the Master's power and the direct hit to his pride. Telepathy never was his strong point, mulls the Doctor. He never had the desire to intrude on another being's personal thoughts because he viewed it as an invasion of their right to privacy. He regrets that now.

The Doctor's jaw clenches in humiliation before he turns his head to look back at the Master while displaying a smug expression. "No, your major failing was your ability to keep yourself alive without my help. Or maybe I need to remind you of the Keller Machine, the Nestene Consciousness, Chronos, and the Sea Devils and Axonites, just to name a few?"

"Oh, please," scoffs the Master as he dismisses the notion with a wave of his hand. "We both know how you love to sweep in at the last moment and save the day with your do-gooder instincts." He snorts in amusement. "I was simply humoring you."

"That makes sense," replies the Doctor with a smirk. "I've always found your attempts at domination laughable."

"Oh, really?" inquires the Master a little bit too genially. He barely flickers an eyelash as a mental blast forces the Doctor back into a fetal position as he feels as though his skull is splitting in two. "How are you finding me now, Chuckles?"

"How…are…you…doing…this?" grunts the Doctor with each piercing thrust into his mind. "The TARDIS…would never…let you…hurt me!"

The Master wears a considerate smile as he nods his head softly and lessens his assault so that he can ensure that he has the Doctor's full attention. "No, you're right, that's absolutely true in fact, she would never let me hurt you." His icy tone matches the chill radiating down the Doctor's spine when he adds, "However, she would help me punish you for hurting Rose."

It was the first time in a long time that this version of the Doctor had felt anything close to fear. He knew far too well that the only time that his ship was ever vindictive was when she was protecting someone that she loved. And Rose Tyler wasn't merely another beloved companion to the TARDIS, she had merged with the ship and become part of her heart and so in hurting Rose, he had hurt the TARDIS. He momentarily shut his eyes in defeat, he had no idea what his chances were now.

"Well, it looks like someone is suddenly realizing the consequences of his actions," taunts the Master. "Feeling guilty are we, maybe even a bit vulnerable?" He flashes a vindictive smile at his captive before he squats down and hisses, "I'm not even the one with the mental link to the TARDIS and even I can feel how furious she is."

"Fine," grouses the Doctor. "You've had your say, so what happens no-!" The Doctor's question is cut off by the rush of past lives inundating his mind while the Master races through each memory in search of his deepest regrets. The flood of memories shake him to the core as the Master dissects each life until he finally discovers exactly what he needs to render the Doctor powerless to fight him.

Ah yes, here we are. Now what's that quaint game that Tony introduced me to? Hmmm. That's right, bingo!

One…

Poor Doctor, you're so lost, so mournful. But it isn't because of those that we lost on Gallifrey, is it? No, they never really mattered, not like your granddaughter, Susan. She was the first one that you truly left behind. That poor girl being locked out of the TARDIS, the only true home that she had ever known, and you didn't even leave her with a decent pair of shoes. Tell me, Theta, he inquires curiously while full well knowing the answer, did you ever keep your promise to go back and see her?

Two…

Awww, Jamie and Zoe, a shame about them with the Time Lords erasing their time with you from their minds. And to think that even after all of this time, after all of these years with Gallifrey being lost forever to both us and all of creation, you still haven't went back to restore them memories. Why is that exactly?

Three…

U.N.I.T.! Good times there. And it was so kind of them to take you in, wasn't it? The Brigadier was a very astute man, I actually admired him quite a bit. Your oldest friend on Earth, loyal and true, knowing the entire time that as you were currying U.N.I.T.'s favor, taking advantage of their kindness, generosity and friendship, that as each day passed, you were desperately plotting to escape your role as their Scientific Advisor.

Four…

Now that was quite the regeneration, wasn't it? Everything so new and exciting! Well at least for a time, that is until what was, or should I say who, piqued your interest eventually became mundane. It's so tedious when a companion becomes accustomed to traveling the stars and needs to be sent home to make room for their replacement. Is that what happened to your dear Sarah Jane?

Five…

Adric, Adric, Adric…Well, the less said there the better. Very honorable of the boy to sacrifice himself, something you obviously weren't willing to do.

Six…

Tsk, tsk, and here's dear, sweet Peri. You treated her rather poorly, don't you think? And then to believe that you led her to her death only to have left her to a much worse fate than even I could dream up for her. Honestly, to become the bride of King Yrcanos of Thoras Alpha? Did you even visit her, just once, to ensure that she was truly happy? Oh no, not you. No, of course not, why bother after all? She was just one more in a long line to leave behind.

Seven…

And now we've come to Ace! I always thought that relationship was rather ironic, didn't you? I mean, you dragged her all over time and sundry and forced her to face the demons of her past until you felt that she had dealt with them and yet you, you have never once went back and faced any of yours.

Eight…

In fact, now that I look back at your abysmal excuse for lives, I think that's what made you so addled after this particular regeneration. Waking up on a morgue slab is never pleasant but knowing, even subconsciously, that even the simplest task of transporting my cremated remains from Skaro to Gallifrey was so ineptly out of your reach. He laughs cruelly. I was in a box for Rassilon's sake! Oh well, ashes to ashes as they say.

Nine…

Hmmm, your last regeneration. I'm actually sorry that I missed that one. From what I've heard, it was your one incarnation that I might have finally shown some respect for. Mind you though, Reapers! That's an error in bad judgment that even an Academy first year wouldn't make. However, you did do it for Rose as well as relinquish your life to save her so points to you for that.

Ten…

And now we arrive to your current self. The Doctor literally feels the weight of the Master's disdain. The most pathetic version yet. After honorably losing your life to save the woman that you love so that you can keep her with you, you then regenerate into the type of coward that I haven't even seen from the likes of you, and run away and leave her behind at every turn! The disgust seeps from his tone as he taunts, She gave you everything. Her love, her trust, and how many times did she almost die for you? She gave you everything and you treated her like nothing!

Blurring vision slowly clears and the Doctor finds himself face to face once again with his tormentor. Still too weak to move, the Doctor can do nothing more than rage at the Master. "No, you're wrong! You're twisting everything around!"

"Yes," agrees the Master smoothly with a self-satisfied glint in his eyes, "and I'm doing it so well too." His smirk swiftly falls away while he regards the crumpled form of the Doctor. "Except for what I said about Rose, as that was all true."

The Doctor shakily attempts to bear a smirk of his own. "You're just jealous." He takes a few deep ragged breaths in an effort to pull himself together. "Rose still loves me. You know that and it's tearing you up inside."

The Master remains silent as he stares down at him. "Not as badly as you tore Rose's heart apart with the way that you belittled her with your disapproving looks and snide little comments regarding how she reacted to a certain person or situation upon first contact. You made her feel inferior to past companions and potential paramours and then of course, there was that old trite and true failsafe that you kept trotting out, that she'd eventually wither and die.

"That wasn't an excuse and you know it!" denies the Doctor hotly. "She would grow old and die!" His expression becomes horrorstricken at the thought and then he mutters brokenly, "She would leave me alone just like everyone else…and I couldn't face that again."

The Master's eyebrow arches in consideration before he resumes speaking. "You know, that argument might have actually held some weight with me if it wasn't for the fact that both you and I know that there are thousands of other planets and countless of races throughout time and space who could easily match our lifespans if not surpass them."

He crosses his arms over his chest and notes, "I can easily name at least five hundred planets off of the top of my head that would jump at the chance to travel the stars, even if they did have to suffer your companionship." The Doctor's glower rapidly turns into a wince at the Master's next statement.

"And then of course, there's always the Chameleon Arch. Every TARDIS is equipped with one and yet for all of the time that you've had it, all the time that you've claimed to love Rose so desperately, you never once offered her the chance to change her biology so that she could live as long as you." He gives him a condescending stare. "What? That never once crossed your mind?"

The Doctor meets his stare with defiance. "I didn't want to change her, I didn't want to lose what makes her…," he stops talking and his mouth presses into a tight line as he searches for the right word and then finally settles on, "what makes her Rose."

The Master's gaze slides away as he shakes his head, whether in disbelief or disgust, the Doctor is not sure. Nor does he care. "Don't you understand?" he rasps at the Master. "I couldn't do it! It was just another way to lose her!"

The Master's expression is almost descriptive of pity. "And yet you already have, Doctor, you simply don't realize that yet. Rose Tyler, Bad Wolf or a cross in-between, she's lost to you forever." He walks around the recovering Time Lord still sitting on the floor. "Unless you're saying that you're prepared to fight for her? After all, that's what we've been doing isn't it? A bit of mind-bending but without the apparatus?" He stops when he's once again standing before him. "Or don't you think that you can win her back?"

He appears as if he's leaning back, against the vacant darkness of the Doctor's mind and crosses his arms over his chest. "Tell you what, I'll even help you." The Doctor watches him, his gaze full of suspicion. "No, honest," declares the Master as he holds up two fingers in the air. "Time Explorers honor, I won't defend myself in any way, I promise to merely stand here and let you take your best shot."

Although obviously weakened, a hint of the Time Lord Victorious shines through his smug smile. "That's very kind of you, offering me a chance like that," he struggles to his feet, weaving back and forth until he finds his footing, "to defend myself." He eventually finds his balance and stands tall as he adds, "Not to mention giving me the means of your defeat."

Without warning, the Doctor gathers the last of his strength and tears into the Master's mind as though on a rampage. He takes the Master as far back as he can remember knowing him. Back to shared days on Gallifrey and the Academy, their rather violent reunion during the Doctor's exile on Earth, their subsequent battles through the years and then the Time War.

He dug through the Master's mind with a fine tooth comb. He dredged up every horror faced, every terror filled threat and vile act that he had ever committed in an effort to defeat the Daleks. And then he came to the final memory of the Time War, the recollection of a silence resounding in his head that became so deafening that it even drowned out the chorus of billions of Gallifreyan minds that had once echoed throughout his mind since his conception.

Feeling the weight of his own memories as well as what he had wrenched from the recesses of the Master's mind, the Doctor stumbles back and lifts his head to survey the effects of his onslaught on his old foe. He gulps in air as he stares at the man who was once his oldest friend and the pride displayed on his face promptly gives way to be replaced with sheer horror at the result of his work.

The last memory had been too much for him.

He drops to his knees, holding his head as his body becomes wracked with heaving sobs. The pain washes over him in waves as his grief overcomes him and he nears collapse as he lifts his gaze up towards his tormentor and silently pleads with him to make it stop.

It's only then that the Master steps towards the Doctor, completely unaffected by the Doctor's tour of his mind, and kneels down to face him. "How?" croaks the Doctor. "How is this possible?"

The Master's calm gaze and tone are in complete contrast to the Doctor's frantic wild-eyed stare and cracked voice. "You forgot one thing, Theta, I've known you for a long time. At times, I've even known you better than you've known yourself. So you see, I know for a fact that given the choice that you will always run far and wide from everyone and everything. And that's the difference between us, because I never have." He tilts his head in consideration before mocking, "Nice try though."

"So what now?" gasps the Doctor as he feels his mental barriers crumbling and falling away no matter how hard he tries to maintain them.

The Master stares at him coldly. "Now I make you better." He spares a moment to glance down at Rose. "I'm going to finish the work that she started and complete the healing process with the aid of the TARDIS and Bad Wolf."

The Doctor watches Rose for any signs of stirring and sees none. "And how are you planning on that then? She doesn't seem to be in any condition to help anyone thanks to you!" His breath comes out harshly as he accuses, "You didn't do this to her to save her or help me, you did this to her to take over Bad Wolf. Rose isn't your lover; she's just yet another pawn in one of your sick and twisted games!"

The Master's laugh is dark and mirthless. "This isn't a game for me," his eyes become icy and hard and the Doctor suddenly has the sensation of ice flowing through his veins, "but I did come here to win."

Before the Doctor can even think of reacting, the Master lunges forward and places his own hand against the Doctor's temple while simultaneously reaching for Rose's hand. As soon as their hands connect, the TARDIS instantly draws the power of Bad Wolf from Rose and directs their combined power through the Master and they all forge as one deep into the Doctor's shattered psyche.

Within himself, the Doctor struggles madly while he attempts to evade their combined might. Neither the TARDIS or the Master worry as they witness each failed attempt or spontaneous defense thrown up to shield what's left of his battered defenses, they know their goal is close is at hand. With the three of them combined and stationed in the Zero Room and Bad Wolf safely tied forever to Rose, only the TARDIS can direct Bad Wolf's power and so even with his bond to the TARDIS, not even the Doctor can access it.

While the Doctor exerts all of his energy to resist, the Master and TARDIS work together to heal the devastation within his mind causing each mended area to force the Doctor to remember what he has truly lost.

Images flash throughout his mind, one after another, of a pink and yellow human taking his hand. At first she offers her companionship, and then her love. Pictures of their past flicker by that are reminiscent of a slide show as he sees the man that he was, an old battered soldier in leather, running and laughing with her as he fell further in love with her, more than he has with anyone else before.

He remembered that man because he was that man and he warmed at the way that he used to look at her, do everything within his power to keep her by his side until he was forced to send her away to keep her safe because without her, he could never truly live.

And then the warmth was replaced by an icy chill again as the flames of regeneration became like those of a phoenix and brought him back to life as a new man. A man who still loved her but continually pushed her away or sent her away because he knew what was best for her and was utterly incapable of fathoming the thought of losing her much less facing the harsh reality.

More scenes of their time together pass by and he soon finds himself reliving Christmas day. He accuses her of giving up on him, then they travel to New Earth and he leaves her behind in the hospital lobby, in a house in Scotland plagued by a werewolf, swears that he'll never leave her behind and then does that very thing on their next adventure without a second thought and for another woman and then flaunts that fact in her face without an ounce of shame. He watches her meet a parallel version of her father and sees the exact moment that she's realizing the type of life that she could live, all of the possibilities laid out before her, if she didn't travel with him. Suddenly they're stranded on Krop Tor and he's verbally scurrying away from the suggestion of sharing a life with her and a Beast that foretells their separation. And finally…finally he is forced to face the void that was created in his hearts when he came up against the one that he couldn't cross to reach her and left him with only a white wall to lean on instead of his precious girl.

You've lost the girl, Doctor. Now it's time to find yourself, echoes through his mind.

Who's voice is that? wonders the Doctor in a maelstrom of confusion. He doesn't know and he can't tell if it's one of them or all of them at once. It doesn't matter; he couldn't reply anyway, the pain is too intense. Unsure if he's regenerating or not, he breathes out what might be his last breath in this body and lets go of the pain, anger and fear and then all awareness as everything goes black.

The Master staggers back from the Doctor's mind and drops down onto his heels as he regains his senses. How long has it been? Moments? Hours? He didn't even think that the TARDIS knew for sure.

He drags his hands over his face, willing some energy to return to him. Exhaustion floods through him as he ponders everything that he's just seen in the Doctor's mind. The damage had been more extensive than he imagined and the pain and torment that he had been putting himself through had been overwhelming.

He stares down at the Doctor and wonders, How did you fall so far? Was it truly because she wasn't there to catch you? His grip tightens on Rose's hand. Will I fall the same way? He sighs softly and watches her with a gentle smile. I guess it doesn't really matter, he muses as his other hand strokes her cheek, it's too late for me anyway. I'll willingly follow you down any path that you lead me. He glances down at the Doctor's still form and grimaces. Obviously.

Besides, he concludes as the Doctor stirs and begins to groan, he's more screwed up than you could ever hope to take credit for and long before the two of you even met. The Time War saw to that. Poor Theta, it was actually the one time that you should have kept running.

He rubs at the back of his neck wearily as he studies the Doctor as he awakens fully. They'd done everything that they could do for the man, the rest was up to him. Now came the hard part, the task that he was least looking forward to since this all began. It was time to wake up Rose.

To Be Continued…