Very, very excited about the scenes that are going to be showing up in this chapter. I was going to have the first part of the chapter be the ending to the previous one, but I decided against doing that because chapter 40 was already pushing 9k words.

I've peppered in some more...I don't know if I can call it "Marion Lore" but that's the best name I can come up with for it.

Anyway, I know there's a portion in this chapter that will seem to contradict something I've already said. It's intentional.

My tumblr is Lunammoon. Sometimes I post updates. Sometimes, I post behind the scenes stuff like what early drafts of the story were like and what are some things that I thought about doing, but didn't. If you have any questions about anything in this fic, feel free to ask. If I can't answer without spoilers, I'll give you a hint and let you figure it out.

I'll get to the story in a sec, but first, I want to thank some people!

Thank you QuirkyKim for favoriting

Thank you vibrovance and LogicSticks for following

Thank you iHateFridays as always for reviewing.

It wasn't that Marion hadn't tried to go to sleep. Because she absolutely had. She'd changed out of her ripped, blood-stained dress, taken a shower, put on some shorts and a tank top. And then she flopped down on top of the bed, moved under the quilt, and lay still with her eyes for a while trying to go to sleep.

The keyword here, being tried.

Marion gave a valiant effort, but she knew deep down that sleep wasn't going to be an option. Not while her brain kept replaying the scene from the hallway; the scream, the buzzing, the stinger (and wasn't it ironic that she had joked just a few hours earlier about how if she had stayed near the door that stinger might've skewered her), the quickly growing dark stain, that choked breath.

Her brain refused to rest.

Marion sighed and gave up trying. She rolled from her side to her back and stared up at the ceiling.

A sudden realization hit. She sat up, eyes wide.

Lazarus had caught up to the Doctor. He had killed the Doctor. The Doctor had died. But how did it...she remembered that door that was locked and shouldn't have been. The one on the other side of the boiler room(?).

Marion hadn't thought much about it at the time, she had been under the impression that it was just a rather flimsy door with how easily it came down when she punched it. But what if it wasn't? What if it had been a normal locked door. Even if he had managed to get through it, it would've absolutely slowed the Doctor down enough to get eaten. Marion would've never known or even guessed.

Sure, the Doctor had been able to get through it in the show, but also, the door hadn't been locked.

What could have changed back then?

What could have changed today?

Was it her fault that the Reverend had got to the Doctor? Had she agitated him enough that he had sped up enough to catch the Doctor?

When time had looped back around, she'd been much too shaken by what she had seen to say anything or antagonize the Reverend. And the Doctor hadn't been impaled. So was it her fault then?

Her taunting the Reverend had been the only added variable.

Did the Doctor know about this? Did he know about-

No. At least, she didn't think so. He could sense when time distorted, Ten had mentioned that, but he didn't know how or why other than it might've had something to do with her. Nothing more than that.

Nine had denied knowing what her little episodes were about. And Marion could absolutely believe that she wouldn't have told. Because telling the Doctor would require telling the Doctor that sometimes, she failed and he died.

And it might lead to him connecting the dots figuring out that, if him dying didn't happen in the Omega Timeline, and the only difference between the Omega Timeline and here was her. Which would mean that if he died horrifically, it'd be her fault.

So no, she wasn't going to reveal it.

But then again, hadn't Twelve asked her to let him know if she suddenly felt nauseous when they were facing the Hyperion? So she had to have at the very least implied something. Maybe she had told him that when she felt off it meant that something bad was going to happen, but never specified what. That sounded realistic. That's what she would tell the Doctor if he asked.

Maybe it was wrong of her. Maybe she was lying by omission. But considering time looped back after he died, did it matter? It's not like he'd know one way or another right?

Marion groaned and rolled out of the bed. It was official, Marion wasn't going to be sleeping tonight. Time didn't exist in the Time Vortex. She could call it a night if she wanted to. This wasn't her first bout of thought spiral-induced insomnia. She'd dealt with them since she was a teenager. She knew how to handle them.

It was bread time.

No one was in the kitchen when Marion had come in. Sometimes, when Marion was baking, she wanted to be around other people. This was not one of those times.

Ever since she was a kid, Marion liked to bake when she felt off. Fresh warm bread smelled amazing and tasted even better. That wasn't even accounting for how nice of a texture raw dough had when you were kneading it. It was squishy, and yet, it still had a small amount of firmness. Not to mention, the satisfying noise that it made when you punched it. Yes, bread was her go-to for this kind of thing. Cookies were for when the desire to make something to eat outweighed the desire to have something to squeeze. Not like now.

Marion pushed up the sleeves of the soft-to-the-touch red crochet sweater that she had found on top of a dresser and washed her hands in the sink. She shook the droplets off of her hands and went to work, zoning out as she did.

Put water in a bowl and sprinkle with yeast. Stir until it's dissolved. Add salt and sugar. Stir it until it's dissolved. Add flour.

Marion had done this enough growing up that she didn't need measuring spoons. She could guesstimate.

Marion pulled a chair next to the counter so that she could kneel on and dusted her hands with flour, and began to mix the dough.

Marion didn't really know if she'd be taken away before she had time to let the dough rise or bake, but she didn't really care. Even if she didn't get to get to the part where she got to eat warm bread, the part where she kneaded the cool dough was still pretty calming.

There were a lot of things in her life that she was unable to control. How much she messed with the dough was not one of those things.

Marion hummed softly to herself.

No thoughts, only bread.

Marion reached under a cabinet under the sink and found a small plastic sheet. She sprinkled it with flour, took the now combined lump of dough onto it, and continued to work it.

She didn't even realize that she wasn't alone until she heard a voice from right next to her ear.

"There's already some risen dough in the fridge. If you don't think that that'll rise between now and when you leave,"

"AH!" Marion jumped, "Oh, it's you,"

Marion started rounding the dough so she could have it rest in a bowl.

"How's it going? How are you feeling? Is there something wrong? I'm not in your way am I?"

"Marion are you alright?"

Marion glanced down at her hands. Kneading the dough had calmed her down enough that her hands weren't shaking anymore. So how could he...

"What makes you think that I'm not alright?"

'Because that's exactly what an alright person would say. Marion, you're a genius,'

The Doctor crossed his arms. He started counting off points.

"Marion, you told Donna that you were going to go to sleep, but here you are baking. I've been standing here, watching you knead that dough for a while and you didn't even notice I was here until I said something. You're normally very, very, good at noticing when someone's entered the room unless of course, you're bothered by something and trying to distract yourself. Then it takes someone all but shouting into your ear for you to-"

"Maybe I'm just really focusing on my baking," Marion tried.

The Doctor sighed and took a step closer to Marion. She took a step back.

"Marion. I've known you for centuries. You don't get that into your baking unless something's bothering you. I felt time distort back in the sitting room. And when I turned to look at you, you were staring out into space. Do you want to tell me what's bothering you?"

Saying that Marion didn't like to talk about the stuff that sent her spiraling was technically true, but not accurate. She didn't like to bother people. Especially if it wasn't something that they could help with. She had her coping mechanisms, she was a grown woman, and knew how to deal with things. It wasn't fair for her to dump those things onto other people. All that it would do is make them feel bad that they didn't know how to help, and that just made her feel worse.

So, a lot of the ways that she dealt with stress could be easily brushed off as nothing serious. She purposely did things that could either be brushed off as productive or as her just having a little too much energy.

In short, stuff that wouldn't cause concern unless you had known her for a very long time.

Which, as she kept forgetting, the Doctor had.

"If you've known me for centuries then you'll know that the answer to that is a resounding no,"

The Doctor didn't need to know that he had died when time distorted. Or that it was probably her fault.

Marion held the bowl in one hand as she moved it to the refrigerator. The Doctor was right, there was a bowl full of bread dough that had been shaped into small rolls about the size of her palm. She took it out and brought it back to the counter.

Marion could see movement out of the corner of her eye and heard the sound of rushing water. The Doctor had taken his suit jacket off and put it over the back of the chair, rolled up his sleeves, and was at the sink washing his hands. He dried them off, covered his hand in flour, and then took one of the lumps of dough.

He rolled it in his hands until it rounded and then plopped it down on the baking sheet. Marion froze for a moment, waiting to see if he was going to say anything but he didn't. He just took another lump of dough and shaped it.

Marion let out a breath and took a lump of dough herself.

The TARDIS kitchen was quiet as the two of them worked. It was nice. She normally preferred to be alone while stress baking.

The whole process hinged on her emptying her brain of everything except the feeling of flour and dough covering her palms and squeezed between her fingers. It didn't make her a very good conversation partner, and she always felt rude. The Doctor didn't make her feel like she needed to say anything nor did he say anything she'd feel forced to pay attention to. She could just work in peace.

Once the rolls were all shaped and Marion dunked them in a mix of water and baking soda, the Doctor put them in the oven for her. Marion set up a quick timer on the oven and sighed as she turned around to see the Doctor standing right in front of her.

"Marion, I know you don't want to talk about it-,"

"I really- oomph,"

The Doctor was hugging her.

She was pressed against his chest and she could hear his hearts beating steadily under her ear and feel his chest shift in and out as he breathed. It was almost like he was purposefully making his breathing more exaggerated because he knew that nothing would help her more than having physical proof that he was alive and whole.

You can't put your head on the chest of a man who's been impaled by a giant wasp stinger. And the fact that she was able to press her head against his chest really helped her to remember that. It was grounding. The Doctor knew exactly what she needed.

Marion wondered if some future version of herself had come clean and told him the reason why he felt time distortions after all.

Had the Doctor simply not been telling the truth when he said that he didn't know so that she'd tell him in her own time. "Rule One" and all that.

But on the other hand, he did say that he'd known her for centuries. Maybe he didn't know all the details of why his friend seemed shaken and anxious sometimes, but he knew enough to know what could calm her down.

Either way...

"You're starting to calm down already," the Doctor observed.

Marion could practically see that little grin of his.

"You aren't reading my mind are you?"

"Not exactly,"

"Doctor..." His hands were nowhere near her temples, but still.

"I'm not!" the Doctor insisted, "You were breathing faster than normal earlier, and you're back to normal now. That's how I knew. Honestly. Besides, I wouldn't want to risk rummaging around in your head. Who knows what I might find,"

Marion laughed lightly.

"Yeah, it's a mess up there,"

Marion finally let go of the Doctor just as the timer on the oven dinged. Marion grabbed a potholder and pulled the buns out of the oven. She rested them on top of the stove.

After a few minutes, Marion reached for one of the buns. It was hot, but Marion was pretty sure that it wasn't going to burn her tongue.

Marion had made enough bad time bread to know.

Marion grabbed one of the rolls and sat down in one of the chairs. She bit into it. It tasted like warm bread.

Marion turned to see the Doctor had been staring at her. Marion looked at him. Her eyes flashed to the Doctor's hands and wrists. They were covered in white dust. He hadn't washed his hands before he hugged her, had he.

"There's flour all over my back isn't it?" Marion deadpanned.

"And on your sleeves and on your front," the Doctor confirmed sheepishly.

"Eh," Marion took another bite of bread and swallowed, "It'll wash out. Easier to get off fabric than bloodstains. That's for sure. Plus, I think I got some on the back of your shirt too. My hands aren't clean either,"

The Doctor looked at her again, something like recognition sparked in his eyes.

"Oh!"

The Doctor looked around the room for a moment and then grabbed a paper bag from a drawer that Marion wasn't positive had been there when she had first come in. He put several of the rolls in the paper bag, closed it, and handed them to her. Noticing the expression on her face, the Doctor explained:

"I just remembered where I've seen that flour-covered jumper before. You're going to leave soon, I thought you might like to take some bread with you?"

Marion took the paper bag and stood up to reach her messenger bag. She was stuck as if someone had a hand tightly gripped around her shoulders.

"Doctor, I'm-"

The Doctor quickly hung the bag over Marion's shoulder before she could finish speaking. She put the bread inside of her bag.

"Are there any hints that I should be aware of?" The pull-on Marion's leg grew stronger and stronger. Right before she was yanked out of her chair, she heard the Doctor's message.

"Just that I never blamed you. There was nothing to blame you for. I know that you did the best that you possibly could, and you were there when I needed you. So thanks,"

And with that, Marion was gone.

It was like someone had shoved her into a wall as they had walked past her in the hallway hard enough to knock the wind out of her. Marion dropped a couple of inches and then leaned back against the wall, taking a moment to breathe.

"Why are you like this?" Marion groaned. "What did I ever do to you? Why can't you simply pick me up and place me down elsewhere huh? Is this really necessary? I'm a person you know! Not a-a." Marion waved her hands "g-mod ragdoll,"

The force that yanked her from place to place said nothing.

They never said anything.

Stuff like this was why Marion was going to continue to call it the Bitch Force the Bitch Force unless told otherwise. Why couldn't she disappear and reappear in a flash of light something?

Actually, knowing her luck, it'd probably set be bright enough to temporarily blind her and hot enough to singe her clothes.

The moment she got her bearing, Marion felt the TARDIS suddenly hum loudly under her feet. She jumped in surprise and leaned back against the wall. Marion pressed her still flour-covered hands against the TARDIS wall and focused. The TARDIS was silent for a moment and then began humming under her hand hard enough to almost make her hand hurt.

"Honey? What's-"

Before Marion could finish the question, the TARDIS started frantically trying to guide her down the hall.

Before this, Marion had had a faint suspicion that Honey and the Bitch Force were somehow related, but that concern was quickly thrown out the window.

Marion did not doubt that if the TARDIS had had any control over where she was going to end up, then she would've ended up wherever the TARDIS was trying to send her. In its panic, it wasn't even bothering to flash lights down opposite corridors or use sharp turns and corners to make her look another way so that Marion wouldn't see the way its corridors turned and shifted into place. The look of the corridors moving into place was "interesting".

Marion had always felt rather safe inside of the TARDIS. Something about the way that the TARDIS hummed soothingly under her feet made it easy to ignore the fact that she was inside of an impossibly vast, sentient spaceship who, should she decide to, could trap a person inside of its halls indefinitely.

If it weren't for the general sense of "I like you." the TARDIS constantly sent out as a baseline, the twisting and slow shifting of the corridors might've reminded her of endlessly curly blond hair and knife-like fingers and a laugh that sounded like a headache and a wooden door covered in chipped yellow paint and green wallpaper, and-

It suddenly occurred to Marion that there absolutely were worse universes that she could've ended up in and she took a moment to be thankful that it hadn't been THAT one.

Finally, she could see the end of the hallway and rounded, circle-covered wall of the TARDIS console room. Her eyes caught sight of something and she froze in shock.

There was a woman standing in the TARDIS console room.

She had curly light brown and dark brown hair and was looking towards the TARDIS's exit. Her muscles were straining and Marion had absolutely no doubt in her mind that if whatever was holding onto the woman's torso hadn't been there, she would've been running out of the TARDIS exit. She also had very little doubt about who the standing woman was, but she still called out to her.

"Hello?"

The woman turned her head at the sound. Her eyes widened confirming Marion's suspicions. Marion mentally compared the figure to the projection she'd seen when she's been taken from the forest clearing. There was less discoloration around her palms and neck and while her right eye was surrounded by discoloration, it was missing the shifting orange pigment that'd been so distinctive before and merely possessed the watery brown of a shallow stream.

"No. No. Nonononono no," she said in a panicked and familiar voice. Even now, Marion could see the Associate struggling. Was that what she looked like when the bitch force was tugging on her leg and her arm ready to take her elsewhere.

"I tried to stop him," the Associate insisted, staring at her. "I mean it! I tried to deliver it for him. I swear that I did,"

"Stop who! Deliver what!"

"The crystal!"

"What cryst- oh fuck,"

The Doctor was currently on Metabils Three.

The Doctor was returning the brilliant blue crystal that he'd taken.

The Doctor was fixing a mistake that he had made due to either him not getting a warning or simply not heading it.

The Doctor was going to die.

"Oh fuck" didn't even begin to cover it.

Before Marion was fully aware of it ran past the Associate and to the TARDIS door. It had already clicked open when she'd approached it, Marion didn't stop.

As she exited, Marion could see the Doctor just ahead. The one with the velvet jacket and the curly white hair and the bowtie and he was walking to the TARDIS, not away from it. Marion ran to meet him. The Doctor was standing upright, but he was swaying on his feet.

"Marion what are you-,"

"Doctor," Marion cut him off, "Please for the love of God tell me that you still have the crystal. Tell me you didn't!"

"Marion. You know that I had to,"

Marion let distressed noise from the back of her throat.

'FUCK'

She grabbed the Doctor by the shoulder and guided him back to the TARDIS. The Doctor went to dig something out of pocket. Marion shook her head and pushed the door open. Something exploded somewhere behind her, but she paid it no mind. She got the Doctor through and pushed the door behind her. When she looked towards the console, the Associate was gone.

That was fine. That was fine.

Marion looked up at the Doctor. He was starting to look pale and tired.

"Hey hey hey," Marion lightly shook him. "No no no, none of that. Stay awake. We're going to the medbay,"

'I've helped a lot of people who were going to die in the Omega Timeline. Surely there's something I can do for the Doctor right? Maybe the reason that Three died was that he was alone on the ship and couldn't get to the medbay in time right?'

"-rion?"

'I just have to follow the hallway to the medbay and then there's gotta be something I can have him take and everything will be fine then and then-'

"Marion?"

"Yes Doctor? What is it? I'm trying to get you some help. There's got to be something in there you can take, right? Your lot used to play with radiation in the nursery," Marion remembered Ten making a comment about that in the episode where he met Martha. And like, yeah, it was a different kind of radiation. And he hadn't done it in the show but maybe...

"Marion-"

"There's gotta be something that I can-"

"Marion! There's nothing in the sickbay that could treat this," the Doctor said slowly and pointedly, "And even it there was, it'd too late,"

"How do you know for sure? Maybe there's-"

"Marion!" she froze. "There's nothing that can be done about it. Even if there was some kind of medication there, my cells are too far gone. I can feel it. Even if you did find something, all that it would do is make me regenerate sooner."

At the look on Marion's face, the Doctor's lips turned in what might've been a smile.

"Now, now, Marion, there's no reason to get upset. You warned me not to go to this planet or take that crystal. And you tried to take the crystal from me and go yourself until something stopped you. Don't go blaming yourself over this," at the lack of expression in her face, he gave her a stern look, "I mean it,"

His hand brushed against her cheek.

It wasn't as cool as it should've been.

The Doctor got a good look at her face, her eye in particular. And then her clothes. "That was the Associate, wasn't it. Not you. Not this you. You just arrived. And you're young. Very, very young,"

And that was the worst part of it. Marion could only hope that it would be a long, long time before she ever had to be with a Doctor about to regenerate.

"Marion. How many times have you met this face?"

It didn't seem fair that any incarnation of the Doctor would have to spend their last moments as themselves with a Marion who hadn't at least shared half of their experiences.

Marion wanted to lie. But it wouldn't be fair to him.

"Once. Jo's first proper trip in the TARDIS. The Colony on Uxarieus. It didn't happen that long ago for more actually. Only a couple of days ago,"

"Shame," the Doctor replied. He shakily took a breath. "Only the second time you've met this old face and it'll be the last time this face'll see yours. You've only seen me without already knowing how I'm going to end once. I never would've guessed. You hid it well,"

Now was not the time for a thought spiral. Marion was NOT going to let the last thing that the Third Doctor saw of her was her going into a thought spiral.

"Doctor, are you sure that there's nothing that can be done," Marion insisted, "Anything? Anything at all?"

"No. And I'm sure that if there was something the Associate would've told you,"

"She would've," Marion sighed "fuck" she said under her breath. "I'll help you get to the console. I'm sorry," The entrance to the console room was right behind them only a few feet away instead of the several feet that Marion was sure that they had walked.

"Don't apologize Marion. You've got nothing to apologize for,"

The Doctor could say that all he wanted. And part of Marion knew that he was right.

But still. It was a funny thing; the way that you could know beyond a shadow of a doubt that it was irrational to get upset about something, but still be incredibly upset about it.

The Doctor staggered to the console. Him bracing himself on the TARDIS controls seemed to be the only thing holding him up.

"Now,"

He said under his breath.

"I just need to-,"

The Doctor's hand slipped and he hit a letter and pressed on some button. The TARDIS dematerialized and lurched to the side ominously. Marion rushed forward and steadied the Doctor. The TARDIS guided her hand to another button. Marion tapped it and the TARDIS went upright again.

"I'll drive," Marion said pointedly. She put her hands just above the TARDIS console and waited to feel the right buzz to guide her from button to lever to switch to Doctor slowly pushed himself away from the controls and sat down, his back resting against the TARDIS wasn't loud enough to drown out the sound of the Doctor's now shaky breathing.

Marion very, very quickly followed the TARDIS's instructions until she knew that they were heading in the right direction. Marion stepped away from the console and sat down next to the Doctor. He was leaning forward, bracing himself against his knees. His eyes were half-closed and more of the color faded from his skin.

Marion snapped in front of his face and shook him lightly.

"Doctor. We're going to land in a couple of minutes okay? Stay awake until then. You wanted to see Sarah Jane right? And the Brigadier? C'mon. Keep your eyes open for me please?"

Marion remembered that Three had only started to regenerate when that Monk had given him a spark. Until then, he had just lied on the ground of UNIT HQ. Lifeless. Silent.

Marion lightly and rapidly tapped him on the shoulder until his eyes opened. They were glazed and unfocused for a moment, but then they zeroed in on her.

"Marion? You're still-?".

There was an odd lilt to his words. The way he pronounced some of the vowels, particularly in her name, was off. A sign that the radiation was getting worse perhaps?

"'Course I'm still here," Marion assured, "Come on, I'll help you up. You can't fall asleep right now. Come on," Marion knew that she was repeating herself a bit, "you can lean on me. I'll help you. Keep your eyes open please,"

The Doctor groaned.

Marion stood up helping the Doctor to his feet. He felt oddly heavy.

Briefly, her mind flashed to the phrase 'Deadweight' before she shook her head.

The Doctor leaned on her, and she kept an eye on him, just on the off chance that he started to slip or slip away. His chin rested in her hair. She could still hear his hearts beating as he rested against her. They sounded far slower than Ten's hearts had. Every now and then, his chest would buzz briefly before sputtering out and starting to buzz again.

"Waseelk?"

The Doctor slurred, his words barely audible and still lilting.

"Could you repeat that for me?"

"What is he like? The man who I am going to become. What sort of man is he? Is he a good man? Do I stay a good man?"

"'Course he is. Of course, you do. I don't know why you'd suspect otherwise,"

"That's good," he was quiet for a moment. "My next face isn't going to be like him, is it? How did you manage being around him? It must have been awful!"

"Him?"

"The short chap, with the recorder,"

"Don't bad talk yourself like that. I haven't met a face of yours that I didn't like. You're very similar. I mean you're also very unique. But also….."

Marion searched for a metaphor.

"Like, imagine that you sit a bunch of art students around a bowl of fruit. You tell them that they have to make a piece of their own based on it, but they can do it in any way they want: markers, crayons, paint, cut paper, ink, monochrome or technicolor: any method they want, any medium, any style they want. It's up to them. So at the end of the project, all of the students hand their work in, and it all looks very different. Each student has their own little way of presenting the piece but at the end of the day, it's the same bowl of fruit. No matter what happens, you're the Doctor, and you're always going to be the Doctor. No matter what. I-I promise,"

The Doctor hummed low in his throat.

"Do you want to try eating something?" Marion asked, remembering the bread in her bag.

"I doubt I could keep anything down. I already feel nauseous enough,"

Marion went silent. She wondered how much longer did the Doctor have. How long until the TARDIS landed. And why did the Bitch Force land here HERE of all places instead of an older Associate. Someone a lot closer to the Associate that the Doctor knew. Someone who would know what she could do or say to comfort-

"Marion, could you keep talking?"

Marion was taken aback. "About what?"

"Anything. Everything. I'm having trouble hearing the TARDIS and it's too quiet without you speaking,"

That wasn't a good sign. But if there was one thing Marion could do, it was talk. And if that's what the Doctor needed, then that she could do.

She started rambling about anything and everything that came to mind. She started talking about the exoplanet travel posters she had over her room in her apartment and the little forested field that was just nearby and the flowers that were there and that time that she and her roommates had had a little picnic there while they waited for maintenance to be done on the apartment and that time she got stuck halfway in the middle of a zipline and had to be dragged via a log and she continued to ramble on and on and on barely stopping to take a breath. Sometimes what she said flowed into other things, sometimes they didn't.

Every now and then, the Doctor would sigh or groan or make some kind of noise that let Marion know that he was still conscious and Marion would keep talking.

Then, just as the TARDIS began to groan and grind as it landed, Marion realized another thing odd about the Doctor. He didn't feel cool. He felt a normal human body temperature.

In other words, they didn't have very much time left. The Doctor was slowly becoming heavier as he leaned on her.

Finally, the TARDIS landed.

"C'mon Doctor," Marion coaxed. "Just a little bit further. I'll help you walk. That's the way,"

Marion steadily walked the couple of yards to the TARDIS door, helping the Doctor along as she did. Marion pushed the door open, went through it, and stood slightly off to the side so that the Doctor could lean against the doorway of the TARDIS.

She recognized the room the TARDIS door opened into. It had been the same one where she'd met up with the Doctor and Jo when she ran out of the TARDIS in a panic because it felt off because of the Time Lord council's meddling.

"Marion? But where is the...DOCTOR!".

Marion recognized that voice as well.

Sarah Jane Smith moved quickly towards the entrance to the TARDIS. Marion stepped aside. Something like a smile lit up in the Doctor's eyes.

"Hello, Sarah," The lilt in the Doctor's voice had disappeared when he spoke to her. Maybe that was a good sign? "I almost got lost in the time vortex. Marion and the TARDIS brought me home,"

The Doctor tried to take a step forward towards Sarah and that's when his limbs finally gave out. Marion caught him in her arms before he could hit the ground.

He felt lighter somehow. Much lighter than he'd been inside of the TARDIS. But also much warmer. The Brigadier, a few years older than the last time she'd seen him, quickly moved to a nearby couch and took a blue pillow from it.

Marion wondered why her chest wasn't bothering her and the room wasn't spinning with the Doctor this close to death. But the thought faded just as quickly. She knew the answer just as instinctively as she knew that just airdropping copies of those target epubs and calling it an afternoon was a bad idea.

The Doctor hadn't been meant to die at the Eddison estate. That's what made the difference.

Three had been meant to die here. Whatever the powers that be were, they didn't see it as a problem.

Marion carefully lifted the Doctor's head so that the Brigadier could put it there. The man remained crouched near the Doctor's head. Marion moved away but made sure that she was sitting where the Doctor could see her just fine. She brushed her fingers on top of his. She felt movement as his fingers brushed back and grabbed his hand. It was weak, but Marion could feel him gripping her hand back.

The Doctor looked bad. He hadn't exactly been a tan individual, but he looked even paler than usual and his eyes were barely focusing on anything. It didn't take a genius to tell that he was dying.

"Oh!" Sarah Jane cried. He was sitting on the other side of the Doctor. She took his other hand in hers and rested them both on his chest. "Oh, Doctor, why did you have to go back? Why couldn't you let Marion do it!"

"I had to face my fear, Sarah. She couldn't do it for me. I had to face my fear," The Doctor's eyes were closed now, and he spoke like every word that came out of his mouth was exhausting to say. "That was more important than just going on living,"

Sarah's voice cracked. "Please, don't die," tears welled up in her eyes. The Doctor, still shaking, lifted the hand that Sarah had been holding up to the side of her face.

"A tear, Sarah Jane?" He brushed the tear away. "No, don't cry." Every word sounded like it took more energy than the last. "While there's life there's..."

And then the Doctor's hand dropped. He took one last breath, and then he didn't breathe anymore.

"No," Sarah Jane breathed. She reached over and shut the man's eyes.

Marion felt a sense of... something. It wasn't numbness. She knew what feeling numb felt like. But it also certainly wasn't a sense of calm either. It wasn't a good feeling, it wasn't a bad feeling, it just was. If being numb was the color grey, this was clear.

Marion let go of the Doctor's hand. It had gone from feeling humanly warm to normal for a Time Lord to simply cold.

The room was quiet for a moment.

Sarah Jane looked up from the Doctor, and over at her.

"I'll get the M.O. May still be something," the Brigadier went for the phone.

"No point," Marion sighed, "I tried to get him into the TARDIS medbay. I did! He said there wasn't anything for it. I doubt you'd have anything that'd work if the TARDIS didn't,"

Then, the lab was no longer quiet. The hum of the lighting was replaced by a noise that sounded like someone banging on a piano in a room full of bees. A bright light appeared just above the lab table and then faded to reveal a man dressed in red and dark green robes hovering cross-legged.

It's all right," The man said, his voice sounding oddly echoey and clear. "He is not dead,"

"Oh no. I don't think I can take much more!" Sarah Jane groaned.

"I am sorry to have startled you, my dear," the man replied calmly.

"Won't you introduce me to your friend, Miss Smith?" the Brigadier asked looking over at the man warily.

"Oh, er, yes. This is the Abbot of-," Sarah Jane paused and shook her head."No, it's Cho-Je. I mean, it looks like Cho-Je but it is really K'Anpo Rinpoche. I think,"

The Brigadier was silent for a second. "Thank you. That makes everything quite clear," he said, sounding like it made anything but.

Marion thought she heard him say her name under his breath. Something around the lines of "Bad enough...Henson...never….sense,"

"The Doctor is alive," Cho-Je repeated.

"No, you're wrong. He's dead. If he were like Marion, he'd would be awake by now,"

Marion looked up at Sarah Jane.

"Sarah, do you think that if the Doctor was dead and going to stay dead I would be sitting near him as calmly as I am,"

The idea of the Doctor actually being dead, and not about to regenerate cut through that "not numbness, not calmness" feeling and replaced it with a cold and sharp terror.

Sarah Jane turned to Marion, "I thought you were in shock,"

Marion shook her head. "No, the Doctor's fine. Well, he's not fine exactly, but he will be fine in just a bit,"

"All the cells of his body have been devastated by the Metebelis crystals, but you forget, he is a Time Lord. I will give the process a little push and the cells will regenerate. He will become a new man,"

The Brigadier's eyes widened. And he glanced down at the Doctor's prone form.

"Literally?"

"Of course, he will look quite different,"

The Brigadier sighed. "Not again!"

"And it will shake up the brain cells a little. You may find his behaviour somewhat," Cho-Je paused, trying to find a word for it, "erratic?"

A grin lit up Sarah's face.

"When will all this happen?"

"No time like the present!" Cho-Je grinned, and pointed to the Doctor, and then, he slowly faded away like a mirage.

"Goodbye. Look after him,"

"I will!"

Marion said without looking in the direction at the lab table.

"Now wait a momen-."

Marion, who was still sitting fairly close to the Doctor, noticed the change first. The air around the Doctor suddenly felt warmer, like she was sitting next to a radiator or a window or a sun-baked rock and her nose wrinkled at the smell of ozone.

"Look, Brigadier!" Sarah exclaimed, "Look. I think it's starting!"

"Well," the Brigadier sighed long sufferingly, "here we go again,"

Marion sat and watched the whole thing happen, her toe-tapping absentmindedly as she watched the end of an era and the beginning of the new one. Sarah Jane was at the other side of the Doctor as they waited for him to finish.

"C'mon Doctor," Marion said aloud. A lot less of a whisper than she had intended. A part of her wanted to reach for the Doctor's hand but she thought better of it. That last thing that she wanted to do was accidentally siphon away some of his regeneration energy or make it otherwise go wrong. So instead, she just used words. "When you wake up again, we'll be right here. I'll be right here!"

The transformation wasn't as explosive as Nine's or Ten's or Twelve's nor was it as quick, but Marion hadn't expected it to be. Earlier regenerations were less explosive than later ones.

But they looked like they hurt more.

Marion watched as bone and skin shifted and moved as if the heat she had been feeling was from the man's bones melting and being molded into something new. His hair started to darken from white to greyish to brown and it slowly became longer and longer and curlier and curlier.

Marion barely breathed as she watched the change happen and hoped against hope that the way that the Doctor was shifting and the way that his face had stopped looking lifeless in favor of wincing sharply was the Doctor's body triggering certain muscles and not a sign that he was in severe pain.

And then, just as it started. It stopped. His body stopped giving off so much excess heat. The smell of ozone faded. The steading shifting under his skin slowed. His hair stopped growing and settled on a familiar mop of curls; slightly looser than her own and a few shades lighter as well, and his face relaxed for a moment.

Then the Doctor lifted a hand to his head and groaned lightly.

Finally, the man's eyes opened. He looked out of it, and his eyes did seem glazed, but they looked nowhere near as lifeless as they had just a few minutes prior. His head lulled slightly to the side, and his eyes caught Sarah Jane's.

"Sontarans," he murmured, barely audible.

Marion let out a breath that she didn't even know she was holding in.

The regeneration had gone just as it was supposed to. Everything was fine.

Mostly.

Next Chapter: New Faces in Old Places

Marion, dissociating while kneading bread dough, almost completely unaware of her surroundings: Could a depressed person do this?

There's a part of this chapter that might make the more astute of you go "Hey, is that a _ reference?".

Yes. Yes, it is.

Anyway, I know for a FACT that at least a couple of you will recognize. Let me know if you can spot it! It's not exactly subtle.

If you're curious as to why Three had a lilting tone in his voice that stopped when he started talking to Sarah there is a reason. People who've heard me rant about my Doctor Who headcanons will probably be able to guess fairly easily though. Some of you who haven't might be able to guess. But everyone else will find out as soon as I find a good place to put it.

Originally this chapter was going to have an extra scene at the beginning...but instead, I'm uh, going to tack that last scene at the beginning of chapter 42. So next chapter you'll get to be inside of both the Doctor and Harry's heads! And you'll also get more Sarah Jane Smith in general. So, until next time!