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Martha warmed to the slightly enigmatic 'Marion' quickly. Though Martha had been doing more talking than Rose had, she was rarely able to meet the same person more than once. Since she was normally a fairly talkative person, she was a bit starved for conversation.

"Did you meet any other companions of the Doctor?" Martha asked as the pair hiked across the Australian bush.

"Sorry?" Rose replied, surprised by the sudden question.

"You knew Rose, and Jack, did you know any others?"

"Yeah, two."

"Well, tell me!"

"Mickey." Rose said with a fond smile.

"Boyfriend?" Martha teased, looking at the surprisingly soft expression on her mysterious friend's face.

Rose laughed and shook her head. "No. Best mate. I grew up with him. On the Powell Estate. That's where they're from, Mickey and Rose, the glorious concrete jungle of the council estate."

"And what happened to Mickey? Where is he now?"

"He left the Tardis. Found a place he liked better to settle down. His family was all gone at home, so he went to start a new life."

"But he left you behind?"

Rose smiled sadly. "He's a sweet bloke, always looked out for me. But I grew up and changed, I didn't need him anymore and he didn't need me. I'm glad he's happy and proud of him for taking the chance."

"Do you still miss him?" Martha wondered.

"'Course. But I know him well enough that I can hear what he'd say wherever I am."

Martha smiled at her. "That's nice. I don't have any one like that."

"Really?" Martha was nice, sweet and funny. She had the life Rose didn't; money, education, siblings. Rose couldn't believe that with all that, Martha didn't have a best mate.

"Med school sucks away your life. My friends from before would invite me out and I'd have something else that needed doing. We just, I dunno, drifted apart. I went out sometimes with other med students but it was just to let off steam together, we were all to focused to actually get to know one another. Closest I've got to a good mate is the Doctor. I can never predict what he'll say." She snorted. "Except for how brilliant Rose was."

Rose winced. She knew the Doctor was hurting from losing her, and that he was an unintentional flirt, and as much as it made her happy that he mentioned her, he really was being an ass.

"Look," She told Martha, "I think the Doctor may be idealizing Rose a bit." This was going to be painful, she thought, pointing out her biggest flaws and mistakes to someone much more qualified. "Everyone is a mix of strengths and weaknesses, facets and flaws. The Doctor may be tricking himself into forgetting the bad and remembering only the good, but Rose was only human." Was, being the operative word.

Martha looked at her skeptically.

"He hasn't actually told you a full story, has he? Just little bits?"

Martha shook her head. "No, it's more like he accidentally mentions her, like he can't quite help himself."

Rose groaned inwardly. "Did Jack tell you how they met?"

"Nope, I'm going to guess there was flirting."

Rose laughed. "You do know Jack." She said. "It was 1941, the height of the London Blitz."

"Oh! The Doctor said he was there, when there was that... thing... with Professor Lazarus." Martha interjected.

"You'll have to tell me that one later. Right, so the Doctor goes off to check on something before he bothers to check the date. He decided to go 'round asking if anything had fallen from the sky 'cause... they... were tracking a bit of space junk that was flagged dangerous. Best time to ask if anything's fallen from the sky. Anyway, he left... Rose outside alone. So she did what companions do best, she wandered off.

"She was trying to reach this little boy standing on a roof calling for his mummy when the rope she was using to climb broke away from the building and she starts floating off. Turns out she was hanging from a barrage balloon. 'Course that's right when the German planes swoop in. So there she is, middle of a German air raid, hanging from a Barrage balloon at least a hundred feet above London, wearing a Union Jack tee shirt."

"You're kidding." Martha said.

"Nope. So then she falls, right? I mean, she only had the rope in her two hands and it's cold out. But she gets stopped by something and then an amplified voice echoes around her. Captain Jack to the rescue. Caught her using tech from his ship and brought her down into it safely. His invisible space ship tethered up to Big Ben. So you see, she attracts trouble just like anyone else on the Tardis."

Martha just sighed and changed the subject. "Who else did you know?"

"Sarah Jane Smith. Just met her once actually. She traveled with the Doctor, oh twenty some years ago? Now she's a journalist."

"Wow, really? How'd that happen?"

"Before Mickey started traveling on the Tardis, he was looking into alien rumors. He found something suspicious and called the Doctor. We all met up to investigate and ran in to Sarah Jane. She hadn't seen him since he said goodbye to her on Earth. That's how the Doctor lives, never looking back, so long as he can help it."

"Except for Rose."

"And someday, when you're gone, maybe he'll mention you too. You are brilliant, after all."

Martha made a face and let the conversation end.

Martha was learning that 'Marion' would never talk about herself unless Martha asked directly. She was brilliant at steering the conversation away from her when Martha only hinted at things. Martha trusted her completely and enjoyed her company, but there was still something just a little... forbidding about her. The light in her eyes maybe, or sometimes the way she walked, like a predator going after its kill, Martha wasn't sure. It made her just uneasy enough to make her nervous about asking questions. In India, she found her courage again.

"When was the last time you saw the Doctor?"

Rose, in the midst of scrambling over some large boulders at the base of the Himalayas, nearly turned to stone herself. "For me it was about six months after Canary Wharf. I think for him it was less."

"So you know what happened to Rose. What really happened?"

"Yes."

"He didn't tell me, you know. Not for the longest time. Well, he told Jack, I just happened to be there. I thought she'd run off, left him. And he was heartbroken."

Rose shook her head. "That girl couldn't leave him. He sent her away once, no, twice. He thought she'd be killed. That both of them would. She didn't listen and came right back."

Martha nodded thoughtfully. "When all this is over, I'll make the Doctor come see you."

"No, Martha. You can't. You can't tell the Doctor I was here, not ever."

"Why not?"

"It'll make him sad. Sad that another person risked their life for him and sad because I'll remind him of Rose. He'd feel guilty for getting me into this life. When this is all over, I think he'll have enough to deal with."

"I think it would be good for him. And you care for him, wouldn't you like to see him?"

"Martha, promise me you won't tell the Doctor."

Rose fixed her wide eyes, brown flecked with gold, on the other woman. Martha swallowed instinctively and nodded.

"Fine, sure." She grumbled. The Doctor would feel guilty. Even if walking the Earth would be better than living in the work camps, she wasn't sure the Doctor would agree. The things they'd seen... It still didn't seem fair for Marion, but Martha was sure the brunette knew what she was getting into.

Martha told Rose all about her adventures with the Doctor. The hospital on the moon garnered a wistful expression. Flirting with Shakespeare made her friend laugh and suggest Jack should have been there. New Earth made her go still and intent as she listened. The Daleks in Manhattan, on the other hand, made her cry out.

"What's wrong?" Martha asked quickly, she'd never seen Marion show so much emotion.

"The Daleks, the Cult of Skaro, they were there at Canary Wharf. It was their fault. They ruined my life. And they survived." Her voice was ice.

"They're gone now though, all but one." Martha soothed.

"One Dalek could level an entire city by itself." Rose said in a tight voice, remembering what the Doctor said in Utah.

Martha switched quickly to stories of the times the Doctor got her stuck and she had to do all the hard work. Her companion groaned at the antics of the Doctor and praised Martha's tenacity and cleverness.

"The Doctor trusts you a lot." Rose said after Martha finished her story about the Family.

Martha blinked. "Yeah. I guess he does." The notion dawned on her slowly and she realized Marion was right about a lot of things.

The Doctor didn't care for her the way she dreamed he would, but it wasn't because of who she was or wasn't, it was just that he cared for someone else. Martha was good enough. She was a trusted companion, a good friend.

Rose smiled slightly. It seemed she was finally getting through.

A few days later, Martha seemed to come to a decision. She asked a question that Rose really wasn't sure how to answer.

"Tell me about Rose?"

Rose paused. "What do you want to know?" She said cautiously.

"Well, how did she meet the Doctor?"

"When she was nineteen, she worked at Henrik's, the department store. One day she had to stay late-"

"Wait, she worked in a shop?" Martha interrupted.

"Yeah, why?"

"I dunno. I just, I guess, the Doctor always mentions her like she was brilliant so I assumed she was a scientist or something."

Ouch. Rose thought. Well, she's a scientist now... "Nope," She said aloud, "She was a teenage drop out living with her mum in a council flat. Sometimes it takes someone else to show you how extraordinary you can be."

"Oh."

"Do you want to hear the rest of the story?"

"Yeah, ta. Go on."

Rose gave her a condensed version of her first meeting with the Doctor, parts of it were too personal to share. Plus, she was supposed to have gotten her information second hand. She didn't need to have all the details.

They were in South Africa when things went pear shaped. Martha had been talking to a large group of people, spreading her story, and she got too hot. Naturally, she pulled off her jacket but caught on the collar was the string of her perception filter. She didn't notice and finished her talk as usual before slinging her pack over her slender shoulders and setting off. Then a toclofane at the edge of the town caught sight of her. It descended rapidly and cut off her route.

"All humans are to stay inside the village. You are leaving. You must die." It said gleefully.

Martha gaped and felt around her neck, panicking when the string was missing. The sharp blades of the toclofane extended and it swooped towards her. Martha closed her eyes and flinched away. The razor sharp blades never touched her. Instead, she heard a clink and opened her eyes to find the sphere on the ground, a flicker of blue energy running across its surface. At the edge of the road stood Rose, already returning a small silver weapon to a black holster on her leg Martha had never noticed. Martha stared at her.

"C'mon, there'll be more coming soon." Rose said in a low, dark voice and turned into the scrubby brush on the side of the road.

"You have a gun. That kills the spheres. And you haven't used it before?" Martha squeaked out, still stock still in the middle of the road.

"Martha. Move." Rose ordered. She pushed aside a bush and strode purposefully into the tall grass.

Martha jolted free of her stunned immobility to follow the other woman to safety. They crouched under the low branches of a tree and watched as more than a dozen toclofane arrived to see the plight of their fallen comrade. From what Martha had seen, the spheres were often childlike in their attention spans, rarely focusing on something for more than a few minutes other than killing, so she wasn't surprised when they gave up quickly in their search for the cause.

"What happened to your perception filter?" Rose said.

"I don't know. It must have fallen off. Hang on..." She said and dove into her bag, fingertips straining to feel cool metal. "Ha." She cried and pulled it back over her head.

"Good. Let's go."

"Just a mo. You have a gun that can take down the toclofane and you don't use it. Why?" Martha folded her arms across her chest.

"Weren't you watching? Come on!" Rose was frustrated by Martha's lack of urgency, didn't she see the spheres?

Martha was frustrated by the eternal mystery of her companion. She'd gotten answers out of the Doctor even when she put her foot down, Marion, she was sure, would be easier to crack. "You know more about all this than you're telling me. I want to know, now, what's going on."

Rose frowned. This was not the time for that discussion. Mostly, it was not the place, what with the metal spheres still swarming the area. She muttered one of the Doctor's favorite alien curses under her breath. "Not the time." She informed Martha and turned, striding into the shrub.

Martha hesitated, knowing that to get answers she would have to appear unwavering. On the other hand, she wasn't in a place where it was safe to stand around talking. She followed Rose away from the road.