This one is Ace remembering her time with the Doctor.

'Your little hand's wrapped around my finger

And it's so quiet in the world tonight

Your little eyelids flutter 'cause you're dreaming

So I tuck you in, turn on your favorite nightlight'

The Doctor watches from the doorway as his new companion, Ace, is taking things out from her bag. "This is an ace room Professor."

"The TARDIS took an instant liking to you. I think she feels like a mother to you." That makes Ace freeze. "What's wrong?"

"Nothing."

"Ace, did something happen between you and your mum?" She doesn't turn to face him.

"I may have one, but she never felt like one."

"What do you mean?"

"Mum was not a good one. In fact she was horrible. If we didn't look alike I would think she wasn't mine." The Doctor comes up behind her.

"Ace?" She turns to face him and is greeted by a hug.

'To you, everything's funny

You got nothing to regret

I'd give all I have, honey

If you could stay like that'

The Doctor knows that the young man Mike likes Ace, and that she likes him back. He hopes he doesn't hurt her. "You scumbag." The Doctor holds back Ace as Mike runs away. How he hates being wrong.

Mike ends up dying by the hands of a young girl who the Daleks had taken over. Not for the first time he sees how much heart his young companion has. "Ace we did good, I'm serious. You helped save a little girl."

"People still died."

"Whenever I encounter the Daleks, people die."

"I don't know how I can deal with people dying."

"Do you want to go home?"

"No."

"Good, I still have many places I want to show you." He pulls the lever and sends the TARDIS into the vortex.

'Oh, darling, don't you ever grow up

Don't you ever grow up, just stay this little

Oh, darling, don't you ever grow up

Don't you ever grow up, it could stay this simple

I won't let nobody hurt you

Won't let no one break your heart

And no one will desert you

Just try to never grow up'

"Ace, do you really not care about who I am?"

"Professor, you saved me and you always try to save many others. I don't need to know much else."

"Ace, I am from this race called Time Lords. Most of them are corrupt and do not want other Time Lords or Ladies to interfere with what happens elsewhere."

"You are an outcast?"

"I stole the TARDIS and ran away from my home planet with my Granddaughter Susan. Remember with the Daleks I told you I had been there before."

"I do."

"We were there when she was going to school. She had these two teachers Ian and Barbra who cared about her. They followed her to the TARDIS and the rest is history."

"They were your first," she knows the Time Lord won't get the double meaning.

"I guess they were, last I heard they were married," he adds with a large smile.

"That's great."

"You don't plan on it anytime soon don't you?"

"No."

'Never grow up'

"Want to be called Merlin now," she jokes after they head back to the TARDIS.

"Rule number one?"

"You are the Doctor, but always Professor with me. So tell me how long have you known the Brig?"

"In my lifetime or his?"

"Yours."

"Since my Second body so about 600 years."

"His?"

"I met him in his 20s, he now has a few kids."

"He didn't mention them."

"You didn't know about Susan until recently."

"And that is because you are a secret keeper alien," she adds with a smile so he knows she means nothing by it.

"Ace, I got to tell you something."

"Serious talk?"

"Very, when Morgane held you and Shoun Lou, I was ready to kill her son."

"You what?"

"I picked up a sword and my umbrella and held both to his throat and something along the lines of, if you harm her, I will harm him."

"Professor, that isn't like you."

"Ace," he touches her nose making her smile, "you mean a lot to me. Please always remember that."

'You're in the car, on the way to the movies

And you're mortified your mom's dropping you off

At fourteen, there's just so much you can't do

And you can't wait to move out someday and call your own shots'

Ace looks up as the Doctor sets some tea in front of her. "Do you understand why I took you there now?"

"For someone who insists on being called Doctor; you sure do act like a Professor often."

"That's because my dear Ace, I want you to learn. You are brilliant and capable of so much. I may always worry about you, but I trust you to get out of everything."

"That means a lot to me, Professor."

"Ace, can you answer my question though?"

"It is important for me to learn where things come from before I react."

"Exactly, you know there may be times I have to hurt you, so you know it's hurting me too."

'But don't make her drop you off around the block

Remember that she's gettin' older, too

And don't lose the way that you dance around

In your PJs getting ready for school'

After getting back in the TARDIS, "Ace, is everything ok between us?"

"It is Professor. My faith in you can never be fully destroyed. Though can I ask you something?"

"Anything?"

"Did you know the baby was my mum?"

"I had a feeling with the connection you had with Kathleen."

"My Nan." She looks down to not meet his eyes.

"You were protective of both."

"I guess I protected my future, the fights, the running away, everything."

"If I could save you from your mum, I would. Except for one fact."

"What is that?" She looks up at him.

"I don't want to change anything about you and the woman you are becoming."

'Oh, darling, don't you ever grow up

Don't you ever grow up, just stay this little

Oh, darling, don't you ever grow up

Don't you ever grow up, it could stay this simple

No one's ever burned you

Nothing's ever left you scarred

And even though you want to

Just try to never grow up'

"I guess I was wrong." She says tired leaning against the console.

"Sorry, what. What did you just say?" The Doctor jokes.

"Are you going deaf in your old age?"

"Did I hear you say sorry? What for?"

"I guess things do happen in Perivale."

"Things are always happening somewhere Ace. I know you think nothing should happen in your hometown."

"I know Professor, I am going to head to bed, I am knackered."

'Take pictures in your mind of your childhood room

Memorize what it sounded like when your dad gets home

Remember the footsteps, remember the words said

And all your little brother's favorite songs

I just realized everything I have is, someday, gonna be gone'

"That is it!" Ace heads back to her room fuming. The TARDIS hums. "You can't even help him this time. He can't control this thing, can you make sure I am brought home." She talks to the TARDIS.

"What do I do," he asks the TARDIS as it quietly lands. "Do you think this will help her stay? I think I went too far this time." 20 minutes later he walks back into the TARDIS with a gift for her.

She takes one last look at her room, "I'm ready."

"Ok, I have a few things for you," he hands her the bat. "It is like your old one, I also set up a trust fund for you."

"What?!"

"You have spent some of your young adulthood with me. I wanted you to have a start. You have an amazing heart there." She scoffs. "I know what you think of mine, and I am sorry for everything." The TARDIS lands and she leaves without saying goodbye.

'So, here I am in my new apartment

In a big city, they just dropped me off

It's so much colder than I thought it would be

So I tuck myself in and turn my nightlight on'

Dorothy McShane walks into her office to find a woman sitting at her desk. "I was told someone was here for me. I did not expect them to be sitting in my chair. Who are you?"

"Funny you should say that. We had a common friend, years apart," she turns around and Ace finds out the woman has short hair.

"Are you Australian?"

"I am. Don't you want to know who," she puts emphasis on the word who. "Our common friend is?"

"First tell me who you are before I call security."

"Tegan Jovanka, I traveled with the Doctor in the early 80s."

"You know him?"

"I do, and he doesn't leave anyone undamaged, but changed in a good way."

"I know, he is the reason why I have my charity. When I left him in my late 20s he had thought he just set me up to get started, but there was a lot more to that. I was able to find a small building, and the rest is history. Why are you here?"

"You mentioned the Doctor in a recent speech, so I thought to come meet someone who knew him."

"How did you find out everything else?"

"I called UNIT."

"UNIT?!"

"Led by someone amazing now, don't worry."

"Who?"

"Kate Stewart."

"As in?"

"Yes, the daughter of the Doctor's oldest friend."

'Wish I'd never grown up

I wish I'd never grown up

Oh, I don't wanna grow up

Wish I'd never grown up, I could still be little

Oh, I don't wanna grow up

Wish I'd never grown up, it could still be simple

Oh, darling, don't you ever grow up

Don't you ever grow up, just stay this little

Oh, darlin', don't you ever grow up

Don't you ever grow up, it could stay this simple

I won't let nobody hurt you (Never grow up)

Won't let no one break your heart

And even though you want to

Please, try to never grow up'

"Yes Kate, I am on my way." Dorothy to the public, but Ace to those who know the Doctor replies with an eye roll.

"Ace, it is important. I have already talked to Tegan who agreed."

"Agreed about what?"

"Just get to HQ quickly."

"I am pulling up Kate. You're just as bad as the Doctor."

"Thank you."

"I nevermind," she hangs up and walks into the building.

"Hello Kate, thank you again for the Professor in Flux, was it?"

"It was, and she convinced the powers that be to reopen UNIT."

"Wait a minute, she?"

"The Doctor is a woman now."

"Wicked. Now what did you want to ask me?" She sits down next to the woman.

"There seems to be paintings disappearing."

"Why would you need me for that?"

"I am trying to build up UNIT with people I can trust. The only ones I can trust are the Doctor and those they traveled with."

"And I fit more into art galleries then others."

"I already have a cover story for you. You are looking for some paintings and artists for your building."

"What are the chances we will see the Professor again?"

"I don't know. I never know when it is going to get serious and I think this is one of those times. So be ready. I didn't tell Tegan that part."

"She holds a grudge still."

"You don't?"

"We both were in the wrong. I was angry and needed stability. They gave it to me in more ways than one." She thinks of her bat, "give me the names of the galleries and I will head out to them starting as soon as I can clear my schedule."

'Oh, oh (Never grow up)

Don't you ever grow up

Oh (Never grow up)

Just never grow up'

As Ace makes her way to UNIT her memories from her time with the Doctor fades away knowing she will see her old friend again. What she doesn't know is that she will be meeting a man that will capture her heart.