This man was insane.

That was the only thought that flitted through the Doctor's head, but Benedict stared him dead on, and despite the blindfold the Doctor felt he saw right through him.

Ignoring his invasive gaze, the Time-Lord shook his head, coming to finally, "no…no, that's impossible, Tardis' aren't-"

"If you say that they aren't alive I will kill you right now." Benedict said seriously, before nodding to Rose, "and then her."

The Doctor tensed and opened his mouth only for a loud groan to radiate about the Tardis the central column glowing brighter. However, his attention was pulled back to Benedict as he winced and held his head with a grimace.

"Dammnit." He hissed, "fine, fine I won't." He growled to the console before rubbing his head harsher. "Geez…"

"Doctor…?" Rose prompted causing the Doctor to turn to her, she looked uncertain hugging her arms close. "I…think he's telling the truth." She admitted, her brow furrowed. The Doctor frowned and opened his mouth to ask her, only to see a shimmer of gold run over her eyes.

The sight made him tense, and nearly run over to her but Benedict spoke before he could.

"Blondie would know." He muttered, causing the Doctor to look back at him, "her absorbing the heart of the Tardis is what woke me up." He rubbed his head, "it took forever to find a way to follow you through time, but even when I did, I was a little off." He rubbed his face. "Look…I know this sounds bonkers. And with how thick headed your people can be, I can understand why it'll take some time for it to digest. But I'm not a Tardis. I'm what you deem to be the 'heart' of the Tardis. Or rather, the entity that makes up the Tardis."

The Doctor however shook his head holding out his hands, "wait…but Tardis'…they are alive…but they are ships…they are technology…they are machine-"

"No, they were made into machines. By the Time-Lords." The edge had creeped back into Benedict's voice. "You know it's true Doctor…you knew the moment you looked at my eyes."

"But that's…that's impossible! You aren't possible! How are you…here! Like this!" he said, motioning to Benedict's form.

"That's a bit more complicated." Benedict sighed and leaned against the railing next to him, "and something irrelevant right now." The Doctor opened his mouth to protest, but Benedict pressed on, "it's not important. What is important right now is how we are going to proceed." That gave the Doctor pause. "You stole my sister. By both Time-Lord laws, and common sense, you have no right over her."

The Doctor stared at the…impossible man before him, trying to wrap his head around all he was saying.

It wasn't far fetched to believe that the Tardis was…sentient in some way. He'd always kind of thought it, in the back of his head. But he'd chalked it up to his sentimental feelings about the one thing left from his home world.

But…this sentient? It seemed…impossible, and the Doctor wanted to deny it, say that Benedict was off his rocker, he'd lost his marbles.

But…something in him…

Something said he wasn't crazy.

"I'm not what you think I am."

Rose's…or rather, the Tardis' words from earlier finally dawned on him, he wasn't sure what unlocked it, what made the memory finally reachable. But he remembered it now, he remembered being confused at the time, but assumed that it was Rose talking about the whole Bad Wolf thing…

But maybe…it was the Tardis…

The Doctor ran both hands through his hair with a groan, and he heard Rose approach him, "Doctor?" she asked softly. But he was still too wrapped up in his own head to respond.

If what Benedict was saying was true, that meant the Tardis was…is alive. She has been this whole time…

'No, they were made into machines. By the Time-Lords.'

Benedict's words from earlier echoed in his head, the Doctor…wasn't surprised that his people would do something like that. But…the Tardis'…they'd been around forever…had they always done this?

Even…before the war?

'…you have no right over her.'

That made the Doctor's head snap up again as he gazed at Benedict, "what do you mean by that?" He demanded, before closing the distance between them quickly, he saw Benedict tense up but that didn't stop him, "are you going to try and take her from me?" His lifted his head, using the slight height advantage he had to look down at the man, "because I guarantee that won't end well for you."

The words came out with venom he had entirely expected, Benedict however seemed relatively unfazed by this.

"I was."

Both relief and terror clutched at the Doctor's hearts, he inhaled sharply but Benedict pressed on.

"When you and Rose left, I was going to take her and never return." He continued calmly, "To say I was pissed would be an understatement." His words were laced with a growl, "that my sister…had been reduced to a machine. Stolen from me in the night and forced into an inescapable prison." He let out a slight chuckle, "honestly I was considering ripping out your hearts just like I'd done with countless Time-Lords before you."

The Doctor heard Rose gasp slightly from behind him, but the Doctor was amid processing what he'd said.

"You Time-Lords…you fucking disgust me." He said, though his voice lacked impassioned anger he said it calmly, like a fact. "I hated your people then; I hate them now…and frankly Doctor. If it were up to me, I'd kill you right now." He said with a shrug.

The Doctor gazed at him quietly, jaw tense, "but?"

Benedict sighed, as if disappointed, "but she said no." He looked up at the Doctor, "remarkably, despite having to cart you around like a vehicle…my sister likes you…a lot." Benedict's eyes and hand went to the console where he gently brushed his thumb over a part of it. An action the Doctor watched tensely. "While you were carting butt-bitch off to her death, we got into a bit of a tiff." Benedict's eyes lifted to the console, "she told me you do good for the universe. That you are a good man." And despite Benedict facing away, somehow the Doctor felt like he was giving him the side eye. "I think you are a man with good intentions. But I don't think you're as innocent and wholesome as my sister thinks. However…" he trailed, turning away and taking a few steps before turning again, arms spread. "I'm a good brother." He smiled, "so I won't kill you…and I won't take her away."

"But?" the Doctor prompted, still watching him tensely.

"Well," he began, his arms dropping as he shrugged, "I'm certainly not going to be away from her." He remained the same, but the Doctor felt that he was fixing him with an intense look…a challenging look. "Seeing…how we are the last two." There was a beat of silence, and, the Doctor wasn't entirely certain…but…Benedict…almost…

Sounded accusing.

The Doctor swallowed.

"So…you're coming with us?" Rose asked breaking the silence as she joined the Doctor's side, he felt her hand reach for his, and he gladly took it, relaxing a bit at the squeeze she gave.

"That's my plan." Benedict said, his tone light, but with an edge under it, "what do you say to it Doc?"

The Doctor stared at him his jaw tense, there was something else there, a truth that Benedict was carefully avoiding. Something he'd sprinkled throughout his words, like clues, a puzzle for the Doctor to piece together.

There was something he wasn't telling him.

The Time-Lord's eyes flickered to the Tardis, and a wave of uncertain emotions surged through him.

She liked him.

She thought it was a good man.

The old box, who had seen him at his best and his very worst. And yet…even though this box…this place…the Doctor's very home was a prison for her…

She liked him.

She didn't want him killed.

The Doctor looked to the awaiting Benedict, so many questions surrounded him, his concerning murderous intent, his impossible body, and whatever the man wasn't telling the Doctor. It would be…foolish to take him aboard, to let him wander about, around Rose, around the Tardis he so vocally wanted.

But…

'Stolen from me in the night and forced into an inescapable prison.'

'My sister is not a machine you bastard!'

The Doctor let out a slow breath, if all of this was true…which the Doctor was learning toward it being…that meant several things.

The Tardis was not what he thought it was.

And the man before him was the only other of her kind in the entire universe.

Because of him.

The Doctor shut his eyes tightly a moment before taking another breath and opening them.

"Yes." He said, his eyes on the impossible man before him, "yes Rose. He is."

Rose wasn't sure if it was the Doctor's paranoia over what happened to her, or if he just wanted to be away from the man who refused to leave the console room.

But regardless of the reason, Rose found herself sitting on the bed in the medical room, watching as the Doctor looked over scans he'd taken of her brain. He'd muttered something about Cassandra compressing her and that he'd seen some concerning gold in her eyes. But otherwise, the room was silent.

Rose knew however that there was so much more going on in his head than what he was telling her.

So, after a few moments of this silence, Rose slowly got up and went over to him. Gently putting a hand on his forearm.

"Doctor?" She prompted, and he blinked before looking up and taking off his glasses.

"Yes? You feeling alright?" He asked, and Rose offered a little smile.

"I was gonna ask you the same thing."

However, like she expected, he chuckled and put his glasses back into his coat. Walking away with the tablet over to the shelves which contained many medical items. Most of which Rose did not recognize.

"I'm great, everything worked out after all, we saved those people, gave Cassandra a good wave off….and I just discovered something from my home world." He turned with a smile that didn't reach his eyes, "how could anything be wrong?" he asked, and Rose tilted her head slightly whilst gazing up at him.

"Doctor." She pressed, and he raised an eyebrow in question, she closed the distance between them and gently took his hands looking up at him. "You can talk to me."

There was a moment of silence, and Rose thought, maybe, maybe she'd get through to him…but then he gave her a rehearsed smile and squeezed her hands gently. "Everything's alright, I promise."

Rose nearly let it go, she wasn't going to make any progress, she watched him walk over to the computer across the room, but she bit her lip. This was a big thing…the man or…whatever he was, in the console room wasn't something to be ignored. So, with a breath she turned to face him fully.

"So, Benedict's joining us huh?" She turned and adjusted the sheet on the bed before looking up at him, "a new member of the gang." She paused, "even after he threatened us." Rose watched the Doctor as she spoke, he was still facing the computer, his glasses back on as he typed something into it. A look of concentration on his face. "Even after he said he hated you." She finished, and the Doctor paused briefly in typing before taking a breath and turning to her whilst taking off his glasses. He pocketed them before looking at her seriously.

"He won't do anything." He said, and Rose stole a breath, looking down at the bedsheet as she twisted it.

"So, he says…" her eyes lifted to him, "but…" her brow pinched, "Doctor. He looked…so serious…so…angry." Rose let out a breath and swallowed, "I…don't want you to feel like you have to…I don't want you to feel like what happened to the Tardis…what happened to his sister is your fault." She explained, and the Doctor sighed, putting his hands in his pockets.

"Rose…"

"No Doctor, it isn't." She insisted, closing the distance between them, "I know you; I know you want to make this right. That you feel like this is your fault. Your burden. But it's not! You don't have to do this." She insisted, and he sighed before rubbing the back of his neck.

"It's…not that easy."

"But it is! All we must do is figure out how he found us, stop him and just leave and never look back." She explained and the Doctor threw up a hand, as if in defeat.

"I've thought about that Rose, I know how I'd do it too."

"So why-"

"…because he's like me."

That gave Rose pause and she lifted head slightly with understanding, "he's…the last."

The Doctor nodded, "aside from the Tardis…there is no one else. And yes…I know I'm not the Time-Lord who did this to his people…but I am a Time-Lord…and I'm the last. And…he…he's like the Tardis. He's…from Galifrey like me." He shrugged, "I don't have anything else. So…even if he hates me and wants me dead…as long as he doesn't act on those threats…I…do…I want him around. And…he's so…angry, like I was…" he offered her a smile, "before you." She smiled in return, "and…I just want to help him."

Rose gazed at him before gently taking a hand of his in both of hers, "okay." He raised an eyebrow and she continued, "I'll help you…help him." She paused, "even if he's kind of a bastard." The Doctor snorted slightly at that, but she wasn't done. "But Doctor," he looked to her, and she smiled gently, giving his hand a squeeze, "you do have someone else…you have me." she offered, and a smile split over his face, this one reaching his eyes.

"Quite right." And he pulled her into a hug, Rose smiled, relaxing against his chest. She felt safe…secure with his arms wrapped around her, a warm and cozy feeling brewed inside her and Rose let out a soft breath. Everything would be alright.

After all they were together, and nothing would ever split them apart.

"…look, it wasn't my fault the guy wasn't being corporative." Benedict's voice came into earshot as Rose and the Doctor drew closer to the console room, and Rose was a little surprised when the Doctor pulled her to a stop just before they entered. She looked up at him before at Benedict who was sitting in the console chair playing with the hem of his tattered shirt. Speaking to the open air. "I mean, I needed the vortex manipulator to find you, so sacrifices had to be made."

There was a beat of silence, and he sat up abruptly making Rose jump slightly, especially when he pointed to an empty space in front of him. "You hush tattletale. She doesn't need to know that." He ridiculed no one, and Rose glanced up at the Doctor. He had that serious face on again, brows furrowed slightly, and mouth set into a frown. Realizing he was taking note of this, Rose turned back to the scene.

The lights of the console room flickered, and Benedict looked around before his lips formed into a pout. "It was necessary alright?" He then stood up abruptly and began to walk around the console with his gaze on his feet. Despite the blindfold wrapped around his head.

"You know what's weird? I've been around the universe a bit, and it's odd…how few people know of the Time-War…and those that do…well they think it's a legend." He stopped and looked up at the console, "odd, isn't it? An event…so significant…so easily denied." He paused and looked to his feet again, "though, I suppose that's how things work…everything and everyone…moves on."

Rose tilted her head slightly at the slightly forlorn sound to his voice-

"And then there's that idiot Time-Lord, who's just perpetually going around and making messes wherever he goes." Benedict lifted his head, his movements suddenly more animated, "You know how easy it was to figure out who you all were? And get a solid enough description?" He started walking around the console again, "one person here, another there, it's honestly a miracle some pissed off alien hasn't hired a bounty hunter to track the buffoon down."

Rose frowned, but the Doctor sighed and started forward, she quickly followed.

"Very amusing." The Time-Lord said as he climbed the stairs and entered the main platform, Rose trailing closely behind.

Benedict turned around in a gasp, "Doc? Blondie? Where did you come from?" But the Doctor just rolled his eyes and went over to the console, gently brushing a hand over the machinery in greeting.

"Very funny." He went to the computer screen and began to type something into it. "I was checking over Rose to ensure Cassandra didn't do any irreparable damage." He explained.

"Translation…you were avoiding me." Benedict countered, and the Doctor lifted his eyes.

"No. I wasn't."

Benedict hummed knowingly before sitting down in the captain's chair, "so, Doc, where we off too next?"

The Doctor, however, turned his attention back to the console, "nowhere right now. Rose needs to get some sleep." He said and Rose opened her mouth to counter that she was fine, but the Doctor sent her a brief look, one that she quickly caught the message of.

"Wait…sleep?" Benedict asked, leaning forward and looking over Rose in a way that made her feel like he was accessing her. "How often do humans need that?"

"Everyday." The Doctor supplied and Benedict turned to him, mouth agape slightly.

"Every day?" He repeated, and the Doctor didn't answer, so Benedict looked to Rose who nodded with a shrug, Benedict puffed a breath and leaned back, "damn. That's a lot."

"Regardless," the Time-Lord started, "we won't be doing anything till tomorrow."

But Benedict groaned tossing his head back, "but that's so long from now."

"Indeed." The Doctor began, before looking up at the man across from him. "And while she's sleeping. You and I are going to lay down some ground rules."

The made Benedict pause before lifting his head slowly to look at the Doctor, "rules?" He asked carefully, and the Doctor nodded, crossing his arms.

"Yep." He popped the p and Rose couldn't help but smile at the frown on Benedict's face, "if you are going to be traveling with us…there are going to be some rules."

Benedict opened his mouth, but Rose cut in, "alright…well you boys have fun." She smiled making both men look at her, "I'll be off to bed." She nodded to the Doctor, "goodnight, Doctor." A sentiment he returned, then she nodded to Benedict, "night Benedict." He, however, frowned back at her, and she held back a laugh before heading out of the room. On her way out…

"Wait, why did she say goodnight to you and not me?"

"It's a human thing." The Doctor responded.

"Seems kinda rude to me."

She bit back a giggle as she left earshot.

Once Rose was gone, the room was silent for a few ticks. The Doctor was going over readings on the monitor and Benedict was fidgeting where he sat.

Finally, the silence was enough for the blindfolded entity, "I assume you just didn't want here in here for the talking too you'll be giving me." He grumbled, and the Doctor hummed.

"Astute observation." That earned him a frown from Benedict, but the Doctor pressed on, "we do need to have a talk, and it wasn't something she'd find very fun." He turned to look at Benedict who gazed back at him despite the blindfold.

"First off," he began, "I can understand your anger, and your hatred toward me. Even your murderous intent." There was a beat, "but if you ever harm or even threaten Rose in any way. I will have no choice but to stop you."

The dry, but amused tone from earlier was gone, the Doctor stared back at Benedict evenly and the entity stole a breath standing and breaking gaze first as he looked to the console, hands entering his pockets.

"Protective, aren't we?" he asked rhetorically.

"With both hearts and all my lives." The Doctor responded anyways, and Benedict hummed.

"Alright." His head lifted to face the Doctor, "I suppose that's fair. Gotta protect the lessers."

"And that, that is not happening." The Doctor said sternly, this caused Benedict to lift a brow.

"What?"

"The talking down. I get it, trust me, I do. But they aren't lesser than us. No one is. When we go out there," he pointed to the double doors of the entrance, "we protect people. We save them."

"And what do we do with those who harm people?"

"We stop them."

"By?"

"What we can do." He looked back to the console, "killing is the last resort."

"Unless you're Dalek."

That made the Doctor look up, "that is different…and I always give them a choice."

They held gazes for a moment and Benedict hummed, turning to look at the console as he fiddled with something, "so…protect people…and stop people who are trying to hurt others. Give your enemies a choice…and if they choose wrong…" he lifted his gaze, "then I kill them?"

The question felt weighted, and the Doctor stole a deep breath watching the man before him, "if at all possible, avoid killing." He insisted, and Benedict hummed.

"Yeah. Kinda got that." He played with the end of his coat sleeve, "why do you do it?"

The Doctor had turned back to monitor and didn't look up at the question, "do what?"

"…do this, go around, saving people." That gave the Doctor pause, and he glanced up at Benedict as he fond the man staring at the console controls. "Got some…savior complex or something?"

The Doctor paused, and stole a deep breath, "I help people…because I can." Benedict snorted, but the Doctor continued, "and because more often than not, people are in situations that they can't get out of themselves. And they need someone who can help them."

"Well, don't expect that attitude from me." Benedict looked up to him, "I'm only going out there to make sure you don't get your dumbass killed."

That made the Doctor blink, "I thought you wanted me-"

"I do." He snapped, before sighing and nodding to the console, "but she doesn't."

The Doctor spared a glance to the central glowing column, and there rested a beat of silence before the Doctor looked over to the entity who was looking around the room. "Does she speak to you?"

"Sometimes. It's hard for her to speak. But when she can't…she shares her feelings." He explained, though his voice was softer.

The Doctor stared at him for a moment, "…I'm sorry…about what happened." He said, and Benedict let out a soft scoff.

"Thanks…I guess." He fiddled with a control, "won't change anything."

"No, but…it was wrong, what they…what my people did. I had no idea."

"I know." Benedict pursed his lips, "I know it's not your fault. She tells me it…everyone tells me it. But…when I look at you…" he inhaled and his free hand curled into a fist, "I just…can't help but be angry. Sometimes…all I feel is anger." He lifted his head, and the Doctor felt a piercing gaze fall on him. "That anger you displayed…for those people, those grown clones, the feeling that they had been wronged, they'd been used against their will?" He scoffed, "your people…they came as friends, they took advantage of my people's welcoming tendencies…and they took them…restrained them and forced them into machines." He let out a breath, and threw up his hands, "and no one cared! They continued it! Not only that…but they brought in scientists to experiment. To find out more ways to use us, as if what they'd done wasn't enough! Like…like what they'd taken wasn't enough." He let out a short breathy laugh, "they just…never stopped. Didn't stop…until…I was the only one left." He finished quieter, and there was a beat or two of silence.

"…how did you…escape?" The Doctor asked, and Benedict puffed a breath.

"I was never taken."

"Why?"

But Benedict only shrugged, "no clue. Guess they didn't want me. They took everyone else though."

There was another bout of silence, before around them the lights warmed and a soft hum radiated about, the Doctor looked around curiously but turned back to Benedict when the entity puffed a breath.

"What…" the Doctor began before taking a deep breath, "what's her name?"

Benedict looked up at him before down at the controls, "there isn't a translation for it."

The Doctor wondered about a possible translated meaning…but he wasn't sure if he should press, so he looked down at the monitor before up at Benedict.

"I couldn't help but notice…how ripped your clothes are." He started, and Benedict looked up brows furrowing.

"Yeah, and?"

"And…we have a wardrobe room. I'm sure you can find something in there that fits." He offered a bit of a half-smile, "can't have you around me looking like you were hit by a truck. I do have a reputation to upkeep."

Benedict raised an eyebrow and snorted, "sure you do string-bean."