The window shattered and Phoenix shielded the Doctor as glass showered over them, covering the floor. Her ears rang and the entire room shook, the TV and what was left of the wardrobe toppling over. Once the shaking subsided, Phoenix straightened and looked to the window, glass cascading from her hair. The sunlight had darkened and the shadow of something large overshadowed the buildings across the street.

Phoenix took a moment to check the Doctor. He was breathing easier than the night before and she released a breath she didn't know she'd been holding. Satisfied that he was not in worse condition, she picked her way across the glass, wincing at the tiny jabs of pain when a shard made it through her socks. Peering through the window, Phoenix's mouth dropped open. A giant ship hovered over the city.

That must be what the Doctor had meant—the thing that was coming after the pilot fish. Fear plunged into her heart and she turned back to the Doctor. Whoever these visitors were, they had been able to track him and there wasn't anything in the flat that would deter them. Is that why the ship was there? Were they coming to collect their bounty now that he was so weak?

Right, then. She would just have to get him somewhere safe. Then she could figure out what they were going to do about their new visitors. And about the Doctor's condition. Hopefully, he would get better on his own and everything would be fine, though something in her gut told her that she was missing something. Something important that he needed.

Unsure of how much time she had, Phoenix hurried to the hallway, which was thankfully devoid of glass. She peeled off her socks and quickly plucked the small pieces of glass from her feet before retrieving a pair of sandals from the hall closet. They were too big, but they would do.

"Jackie, Rose, Mickey," she called, returning to the room and pulling back the bed covers. There was no response. Phoenix frowned and went searching. "Guys?"

The windows had shattered in the front room and some pictures had fallen from the walls, but nothing else seemed damaged. None of her friends were there. Had they learned something in the night? Why hadn't one of them told her? Had they really left her and the Doctor there? Ignoring the pang of hurt and worry, she snagged Mickey's laptop from the counter and flipped it open. She was greeted by a broadcast image of the aliens. Probably the ones hovering over the city.

Their faces looked like pure bone and were shaped like the skull of a goat. The eyes were a deep red. It was hard to tell if she were looking at their actual faces or if they wore masks, but either way, it proved intimidating. And more importantly, Phoenix didn't have the time to puzzle over it.

The door slammed and Phoenix whipped around.

"Mickey, we're gonna carry him," Rose was saying. Phoenix hurried over, brows raising as Rose pulled the rest of the covers off the Doctor. "Mum, get your stuff, and get some food. We're going."

"Where to?" Mickey asked, helping Rose sit the Doctor up.

"The TARDIS," Rose said, glancing up at Phoenix. "The TARDIS is the only safe place on Earth."

"What're we going to do in there?" Jackie demanded, shaking her head.

"Hide," Rose said and Phoenix gaped. She couldn't be serious.

"Is that it?" Jackie's hands were on her hips, eyebrows raised and eyes wide.

"Mum, look in the sky. There's a great, big alien invasion and I don't know what to do, alright? I've traveled with him, and I've seen all that stuff, but when I'm stuck at home, I'm useless. And Phoenix can barely walk. So now all we can do is run and hide. And I'm sorry. I'm sorry. Now, move."

Rose and Mickey lifted the Doctor, heading for the door while Jackie bustled about in the kitchen. Phoenix stepped out of their way, head reeling. Rose was really serious. She was planning to just give up. Well, Phoenix wasn't about to let her, though the TARDIS had been the first step of her own plan, so they'd have the argument there. At least she no longer had to go searching for them and she had a way to transport the Doctor.

Phoenix followed them out of the flat and down the stairs, trying to ignore the way her heart stuttered in her chest from the exertion. Her head span, her fingers were tingling and she started shivering. Just a little longer, she thought, panting as they neared the TARDIS. She could make it to the ship and she could rest before heading to the library. Everything would be fine.

"Mum, will you just leave that stuff and give us a hand?" Rose called and Phoenix glanced back to see that Jackie had dropped a bag of food.

"It's food!" Jackie protested. "You said we need food!"

"Just leave it!"

"I've got it, Jackie," Phoenix called back, picking up her pace. "Just ignore Rose."

She caught up to them and wrapped an arm around the Doctor, taking some of the weight from Rose. Rose looked like she was about to protest, but Phoenix shot her a glare. Even if they had the time for an argument, Phoenix didn't have the energy or breath for one. Her arms burned and her lungs felt like they might collapse, but she pushed on.

Once they were beside the ship, Phoenix let go of the Doctor and pulled out her TARDIS key—one of the few things she still had—and unlocked the doors, nearly missing the lock due to her trembling. They worked together to get the Doctor into the TARDIS and gently laid him on the grating. Phoenix settled beside him, leaned back against one of the pillars, slipped her feet out of the too large sandals, and took deep breaths.

"You alright?" Rose asked, eyes worried. Mickey headed back out to help Jackie with the food.

"I'm okay." Phoenix pulled her knees to her chest and rested her forehead on them. Her skin was warm even by her reckoning and she was almost certain she was running a fever. Not to mention her feet stung from where the glass had cut through the skin. "I just need to catch my breath and then we can figure out our next move."

Rose scoffed, standing and going to the console. "I'm sorry, but there's nothin' else we can do."

"Stop being ridiculous," Phoenix said, opening her eyes and willing her stomach to stop rolling. "You aren't useless. Or at least you don't have to be."

"Oh, yeah? And what d'you suggest we do?" Rose demanded, crossing her arms over her chest. "Nina left to stay with Jack, you're about to pass out, the Doctor's not even really the Doctor anymore, and neither of us knows how to use the TARDIS, which broke with the Doctor."

"He is the Doctor, Rose," Phoenix said, breathing slowly becoming easier. "And he isn't broken, something's just gone wrong. You shouldn't fault him for that. I'm sure he didn't plan it."

"Oh, really? And you're saying that because you love him, right?" Rose snapped, nodding at the Doctor. "Well, how can you be sure he feels the same now? He's completely different! And he made you wait for months before finally showing up."

"It doesn't matter that I love him, Rose. I wouldn't fault him either way. And we both know the Doctor is a terrible driver," Phoenix said, frowning. Why was Rose lashing out at her? This whole mess was hardly her fault. "And he still has all the same memories. We're still his friends."

"We didn't coincidentally arrive on Christmas Eve." Rose pinched the bridge of her nose. "The Doctor forgot you were even waiting. He was going to leave me at home and decided it would make a good Christmas present. And then he almost got us killed. That's why you waited for months. He forgot about you."

Mickey saved Phoenix from finding a response to that as he walked in with bags of food.

"No chance you could fly this thing?" He asked, glancing between the two of them.

Rose turned away from Phoenix and shook her head. "Not anymore, no."

"Haven't had a chance to learn," Phoenix said when he turned to her. He sighed and set his bags down. Phoenix didn't bother looking over as Jackie entered the ship.

"Well, you did it before," Mickey frowned, turning back to Rose.

"I know, but it's sort of been wiped out of my head, like it's forbidden," Rose said, pulling the small TV around to her. "Try that again, I think the universe rips in half."

"Ah, better not, then."

"Maybe not."

"So, what do we do?" Mickey demanded, throwing his hands up. "Just sit here?"

"That's as good as it gets." Rose shot him a glare.

"Right, here we go," Jackie cut in, pulling out a large thermos. "Nice cup of tea."

"Mmm, the solution to everything." Rose rolled her eyes and Phoenix frowned at her behavior. She knew that the day had been stressful and that Rose had been through a lot in what was probably a short amount of time for her, but this was uncalled for. Jackie put up with a lot from her daughter and deserved better treatment, regardless of their current circumstances.

"Now, stop your moaning." Jackie reprimanded, handing the thermos to Mickey. "I'll get the rest of the food."

And the older woman left, running out of the TARDIS.

"Tea. Like we're having a picnic while the world comes to an end. Very British." Mickey scoffed, standing beside Rose and looking at the tele. "How does this thing work? If it picks up TV, maybe we could see what's going on out there. Maybe we've surrendered. What do you do to it?"

"I don't know," Rose said, going over and pressing buttons. Phoenix rolled her eyes and pulled herself to her feet, grabbing onto the pillar as the room tilted. "It sort of tunes itself."

Phoenix's stomach clenched and she rested her head against the pillar, breathing in through her mouth. She was not going to throw up. She was absolutely fine. Yes, she was fine because her friends needed her to be fine. The Earth needed her to be fine. Rose and Mickey had given up and the Doctor needed time to get better, so that left Phoenix. And technically Jackie, but Jackie could barely work the toaster, so Phoenix didn't know how much help she would actually be.

A loud beeping filled the room and Phoenix turned to look at her friends. They were now frantically looking over the controls with wide eyes. Phoenix wanted to go over and help, but the room was spinning too much. She was certain that if she released her grip on the pillar, she would tumble over. It was too warm in the TARDIS and Phoenix wondered why no one was saying anything about it. Pulling in a deep breath, she leaned her forehead against the column, hoping the cool structure would help her regain her stability and composure. Her arms trembled and sweat trickled down her spine, her knees shaking. Something was wrong.

A rushing sound filled her ears and her lugs ached, her stomach clenching again. The world faded in and out. Phoenix tried to call out to her friends, but the words wouldn't come and her throat closed up. Her heartbeat pounded in her ears and her brain felt as though it might have flipped over in her skull.

Vaguely, she heard something that sounded like a scream, but she wasn't certain through the pounding in her ears. And trying to turn her head only caused her stomach to flip flop more. Her knees buckled and she slid to the ground, head still resting against the pillar. Something warm splashed against her foot and she opened her eyes. The thermos of tea had tipped over and was spilling down into the grating of the TARDIS, steam rising as the machinery hissed.

Phoenix reflexively reached for the thermos and found herself sprawled on her back as the world shifted and her muscles gave out. Phoenix gasped in a breath, heart pounding as the ceiling span. She was used to the exhaustion and dizziness and she'd even had bouts that were similar to this. They were usually caused by overexertion. Normally, she'd get tired and gradually fall asleep. She hadn't collapsed and passed out in months. Not like this.

Her lungs clamped down and she couldn't breathe. Eyes wide with panic, she gripped her throat, tilting her head back as best she could to try to open the airway, but the muscles stuck fast.

This was it, she thought, lungs burning as her muscles began to spasm. It felt as though someone had tied rope around her muscles, slowly tightening it until she wanted to scream. Only she couldn't make a sound. Where were Rose and Mickey? Surely, one of them had noticed her predicament? Why weren't they helping?

Frantic, she turned her head, willing the room to stand still enough that she could make out the different parts, but it was just a whirl of color. They must have left, she thought, tears falling from her eyes and onto the grating. They wouldn't have just watched her die like this.

A year ago today, her mother had died. What were the odds that she would follow the same fate? Maybe it was a curse.

And what about her father? He'd apparently come back to tell her that he still loved her. To tell her that she wasn't some thing that he couldn't tolerate anymore. Would he ever even know what happened to her? Would he care that he'd been too late?

And Jackie. Jackie would think Phoenix had died still upset with her, though Phoenix now found that she wasn't. Jackie had tried to be nice, and she'd thought she was keeping a good secret. Something that Phoenix would appreciate having as a surprise. It wasn't Jackie's fault Howard asked her to lie.

Phoenix turned her head, eyes fastening on the Doctor. The new man that he'd become and the one she'd barely gotten to know, barely even spoken to. There were so many questions and uncertainties and yet she loved him. She knew him enough to still love him without knowing all of the new things about him.

And he'd never hear her say it.

Had he actually forgotten about her? Was that why she'd spent the last few months awaiting his and Rose's return? She didn't think it was that simple. And even if it was, it didn't change how she felt. If he'd forgotten about her, she didn't care in that moment.

Black edged into her vision and her body seized. Lights danced behind her eyes, fire burned in her veins, and then it was over. Her body went limp and her eyes slipped shut.

~10~

The Doctor woke slowly, the scent of peach and honey surrounding him. He breathed in deep, feeling his neurons spark. His eyes shot open and he grinned at the sight of his TARDIS ceiling above him. She hummed deep and low, an alarm blaring at the back of his mind and his grin fell. Why was she panicking?

Frowning, the Doctor sat and looked around. His hearts nearly stopped and his breath caught in his throat.

Phoenix lay beside him, face pale and lips blue. Her brunette hair fanned out behind her and he could clearly see dried tear tracks on her cheeks. She wasn't moving.

"No, no, no." He pulled her into his arms.

She was cold, her chest still. She wasn't breathing. How long had she been like this? He remembered hearing Mickey and Rose arguing, but he'd lost track of her. Was this why?

The Doctor cradled her head and pulled her closer, his other hand resting over her heart. It wasn't beating. No, he couldn't lose her! Not like this! Not before he'd gotten to know her as he was now. He didn't even know who he was yet! But he knew that he would be nothing if he lost her.

"No, no. Please, please, open your eyes." His hearts clenched and he drew in a shaky breath. "It's going to be okay. I've got you."

He rested his chin on top of her head and closed his eyes, searching for the spark that existed between them, the bond he had yet to explain to her. At first, he didn't think he'd find it. He feared he was too late. But just when his pain was about to overflow and break him, he felt the smallest ember. Just a flicker of heat.

He grabbed a hold of it and held on tight, focusing his attention within. There was still residual regeneration energy in him. It could save her. He just had to make the connection.

Hearts racing, he opened his eyes and ducked to lock his lips over hers, exhaling the energy into her. He used the connection of his hand over her heart to guide it there, to coax the organ to life. There was a terrifying moment when he thought it wouldn't work, but he reached for that small ember again and poured more energy there. He lowered every single wall he had constructed over his long years, bared his mind and soul to her.

He rested his forehead against hers, breathing carefully. As gently as possible, he brushed his thoughts across the space where hers were meant to live. It felt cold there, empty and dark. His throat closed and he swallowed a sob, his arms tightening around her as he drew her back to his chest.

He hadn't thought this new body, this new him would have to experience grief so soon. And he certainly wouldn't have imagined it would be due to losing her.

"Come on," he whispered. "Come on, please."

And then he heard the most wonderful sound. She inhaled. Her chest moved under his hand as her lungs filled. And then she was gasping in air, her heart racing.

She shifted in his arms, whimpering. His lips broke into a smile and his hearts flew. He didn't like that she was scared, but it meant she was alive.

"Easy, easy. I'm here. I'm here." He held her as she struggled, breaths ragged. Gently, he tipped her chin up with his fingers and was rewarded as her breathing evened out. "I've got you. Just breathe. That's it, just breathe."

It took a few minutes, but Phoenix slowly calmed in his arms, her head coming to rest on his shoulder with his head atop hers. The bond between them still felt weak and he didn't miss the fact that only one of her hearts was beating, but the bond was there and her heart did beat. At the moment, he would take it.

He closed his eyes and focused on everything telling him she was alive. Her breath on his skin, the gentle pulsing that flowed in the space where their skin touched, the warmth spreading between them, the feeling that was all her when his thoughts brushed against her mind—warm and soothing and tasting of strawberries—and the gentle movements as she inhaled and exhaled.

"Doctor?" Her soft voice drew him from his concentration and he pulled away to stare into those wide eyes of hers. He'd seen them earlier, but not for nearly long enough. He'd had to make sure she was safe first and then his brain collapsed. It didn't leave nearly enough time for him to observe the way those eyes pierced into his soul.

"Hello," he said softly, enjoying the way her brow puckered. "Back with me?"

Her fingers were feather light on his cheek and he watched her carefully, his mouth suddenly dry. What would she think of him? Was he okay? Did she trust him still? Or had she given up on him the same way that Rose had? The memory of Rose telling Phoenix that he'd forgotten about her flitted through his brain and he hoped that she would let him explain. He hadn't forgotten about her and he hadn't wanted her to wait so long. His mind and his body and his mouth just wouldn't sync.

He'd been thinking of nothing but returning to Phoenix's side, but then Rose had been upset and refused to accept him. His mind had shied away and then he'd been placing coordinates. It had been fine because he was returning to Phoenix, but then her cat had walked past. The bell around Triton's neck made his new brain think of Christmas and then it had been Christmas Eve before he could consider everything or even stop the ship from going there.

And then he'd passed out.

"I didn't think I'd see you again." Phoenix's soft voice drew him from his thoughts and she pulled her hand back, placing it over one of his hearts. Her bottom lip trembled ever so slightly. "I didn't think I'd see anyone again."

"I know," He said, the corners of his lips drawing down as her eyes glittered with tears. She frowned and shifted in his arms, looking around the control room.

"Rose and Mickey…" Her eyes narrowed and her frown deepened as she thought. "They were here. I thought someone might have screamed."

"Let's take a look, shall we?" He suggested, winking at her and loving the way her cheeks flushed pink. It was a good sign not only because it was fun to tease her, but also because it was proof her circulation was getting back on track. She didn't look as frighteningly pale. The Doctor easily stood, lifting her in his arms. She was much lighter than he would have thought, thinner than he remembered.

"You don't have to carry me," Phoenix protested, eyes wide.

"I know," He said, smiling at her and rounding the console to look at the screen. Truly, he wasn't entirely certain she could walk at the moment as she'd just been dead—his mind recoiled against the thought—but he'd rather not vex her by saying so. So he teased her instead. And having her in his arms helped him calm his racing hearts and the panic at the thought of losing her.

On the screen, he could see Rose surrounded by the Sycorax of all things. It looked like there were other humans there with her. Mickey was one of them. Harriet Jones was as well though the Doctor didn't remember hearing her in the flat while he slept.

"Then your world will be gutted and your people enslaved," The chief warrior was saying, posturing in front of the humans.

"Typical." The Doctor sniffed, one of his brows raising. Ooh, that was interesting. He did it again, just to acquaint himself with the new sensation. "What have they gotten themselves into this time?"

"They had a spaceship." Phoenix's soft voice instantly drew his eyes to her. She was staring at the screen, lip caught between her teeth as her brows drew together. "It's in the atmosphere right now. Here's what I don't understand. Why grab hostages? Why the Prime Minister?"

"Harriet's the Prime Minister now?" He asked, grinning at Phoenix who just nodded before turning towards the doors.

"I speak only Sycoraxic!" The alien outside cried so loudly the sound filtered into the console room.

"If I can hear English, then it's being translated," Rose said, voice wavering. "Which means it's working."

The Doctor didn't know what he'd been expecting when he saw his companion again with his mind in the right order, but he knew he hadn't expected the rush of hurt. He'd been sleeping, yes, but he'd still heard what she'd said. She'd given up. On Phoenix, on herself, on her planet, and on him. It had barely taken anything for her to dissolve and turn on them.

He knew his transformation was a shock. Of course he did. It wasn't everyday that a friend went around changing their face, not for a human, but he'd never lied about what he was. And what he was wasn't human. He hadn't thought it would be so surprising for her. Not after everything they'd seen, everything he'd shown her.

"Doctor?"

He smiled at Phoenix before he carried her over to the doors. For a moment, he considered convincing her to stay in the TARDIS, but he'd rather have her where he could see her. Just in case she collapsed again. And really, he was about to get the perfect entrance so with a grin he gently lowered Phoenix to the ground, made sure she was steady on her feet and turned to the doors.

"Which means…"

Rose gave him the perfect line and the Doctor drew open the doors, smiling at the pure surprise on each of their faces. Human and Sycorax alike. He took Phoenix's hand into his own and led her out of the TARDIS, the ship closing her doors behind them.

"Did you miss me?"

And here's chapter 3! I hope you guys like it! Leave a review and let me know! :) NeoMulder