The Doctor broke Rose's gaze to address Jack and Martha, "Er, we need a minute. Could you…"

"I'll go get dinner," Martha mumbled, ducking out of the warehouse before anyone else could speak.

Jack looked after Martha's retreat and sighed, "Theres an office in the front. I'll work on figuring out the Master's game plan in there," he said, picking up the laptop and heading to the office with a sad look at Rose and the Doctor. "Call me when Martha gets back. I'm starving."

With fading footsteps and then the click of the office door, the Doctor and Rose were alone.

"Have a seat?" the Doctor offered, referring to a few beat up chairs and crates situated around a small fire.

"Yeah," she said numbly.

He led her over to the makeshift camp and then took a seat facing her. They were so close that their knees touched and he kept a tight hold on one of her hands.

While he collected his thoughts, she stared at their entwined fingers and focused on the warmth she felt as his thumb rubbed against hers. Her mind struggled to come to grips with the cruelty of having her wildest dream fulfilled only to be crushed by its impermanence.

"You'll notice…not my usual digs," he finally said, glancing around at the grimy building.

She looked back up to meet his eyes. "Yeah, bit of a downgrade, this," Rose tried to smile, tried to match the forced lightness in his tone.

"Yep. I'm sort of…on the run. Public Enemy Number One," he began to explain. And damn that Time Lord, he somehow managed to sound a little proud of the designation.

"Yeah, I heard," she said, "Jack told me."

Rose thought back to a horrible white room with dread, "Is it Torchwood again?"

The Doctor shook his head, "No, not this time, no. They're largely out of commission now anyway. No, it's…"

He trailed off and seemed to decide on a different angle.

"You know I was the last Time Lord…" he said finally.

It took only a moment to pick up on his careful phrasing and her heart sped up. "Was?"

"Yep," he popped the P. "Was. Found another survivor. At the end of the universe of all places."

"But Doctor, that's good, yeah?" Rose asked cautiously, "It means you aren't the last anymore. You don't have to be…alone." As much as she wanted to give him forever, to be a true partner to him, she knew she only had a short human life to offer. But if there was another Time Lord…the thought comforted her as much as it made her burn with jealousy.

"Eh, I wasn't alone, Rose Tyler. I had you, for a time. Better with two," he smiled and squeezed her hand, "And a few friends after that. But I know what you mean. It should be brilliant, finding another Time Lord. And that's why this is so…" he sighed and ran a hand down his face, "bloody complicated."

"The Time Lord you found - it's the Master bloke you mentioned, isn't it?" Rose asked with a sinking feeling.

The Doctor nodded.

"And he really has it out for you?"

"Yep."

"Why? Did you know each other…before?" she asked. She was hesitant to directly reference Gallifrey or the war. Talking about his past could be like navigating a minefield. She knew it was best to keep things vague and let him decide how much he wanted to share.

"Oh we go way back, me and him," the Doctor sighed, "We grew up together. He was my first friend. My best friend…when we were young."

Rose cocked her head, "And now he's out to get you? Why? What changed?"

The Doctor leaned back in the chair and pulled at his hair in agitation, "Oh, time, politics, childhood trauma. The usual," he said flippantly. "Time Lords weren't a barrel of laughs in general, you know. They committed their share of atrocities in The Time War. And the Master…Well by the time Gallifrey fell, he was among the worst of them."

"I'm so sorry," Rose said, giving his hand a little squeeze. She tried to reconcile this new information with the peaceful, beautiful world the Doctor had told her about one night over hot chocolate in the TARDIS library. Although once she thought about it, she supposed both versions could be true. Earth in her time was sort of the same. There was plenty of beauty out there, plenty of lovely people, but there was also far too much need and cruelty and greed.

"Thanks," he smiled sadly at her before shaking his head, "I tried for so long to bring him back from - from madness I guess you could call it. But all he could ever see it as was me holding him back."

"Dumbledore and Grindelwald," Rose mused, and then instantly wished she could take it back in case he thought she was making light of things.

But the Doctor just nodded with a small smile, "Pretty much, yeah. You've read the seventh book then?" When they'd traveled together he'd insisted on her waiting the full two years instead of "cheating" by jumping ahead to the book's launch. She'd only given in because he promised her a live reading and signed copy if she waited and "did the thing properly." Then she had been torn away from him before they could take that trip.

"Nicked it on one of my dimension jumps," Rose confessed, then gently brought him back to the issue at hand, "As you were saying…"

"Right," the Doctor said, "Anyway, in the end, all his madness and rage sort of became fixated on me. When he wasn't busy wreaking havoc across time and space in general, that is."

"Then you're not safe either, if he's back," Rose worried.

"Eh, it's not as bad as you'd think. I'm certainly not in as much danger as you'd be," the Doctor assured her.

"How's that?"

"Well, he doesn't want to kill me. Not really. He doesn't even really want to hurt me, physically I mean. At least not in a permanent way. What he wants…" the Doctor thought for a moment, "What I reckon he wants is to break me. To make me like him. He'd love nothing more than to tear the universe apart piece by piece with me at his side."

"Oh," she said lamely, far from reassured.

"And now he's started his latest campaign on Earth. He's taken over your government, collected vast amounts of power, probably has access to nearly any of Earth's resources he could wish for…I don't know what he's planning, but I do know it will be catastrophic."

"Then you need my help," Rose said firmly.

The Doctor looked at her solemnly, "Not this time," he leaned forward to cup her face, "You are the bravest person I know and bloody good in a crisis, Rose Tyler. You've saved me more times then I could count. But it wouldn't be like that this time. With the Master it's a whole different game." He dropped his hand to her knee and sighed.

"If you stayed, there wouldn't be anywhere you could hide from him. And once he had you, he'd kill you, but…not quickly. He'd use you to manipulate me, to get me to do whatever he wants. And I honestly don't know if I could stand up to that. Not that it would matter for you. Even if I did all he wanted, even if I became his obedient slave, he'd still kill you in the end. Because of what it would do to me.

That's who he is, Rose. That's what the Earth is facing right now. I need to stop him. He's my responsibility. And I can't do that if he has you," the Doctor shook his head, "Can you see now - why you have to go back? He can't get his hands on you, Rose. Because I know he would've done his research on me. He'd know how I -" The Doctor took a deep breath and let the sentence hang for a second before continuing, "He knows that if anything happened to you - Rose, it would destroy me."

She sucked in a breath at the emotion she saw in his eyes. He'd never been so open, so frank with her. She saw the choice he had to make, saw how much it killed him.

"But I could help," she pleaded, selfishly.

He shook his head and repeated, "Not this time."

And with a horrible sinking feeling in her gut, she knew he was right.

Rose felt her face crumple and went easily to him when he pulled her onto his lap. She wrapped her arms around his waist and curled into him with her head tucked under his chin. For a long time they just held each other, both silent apart from her uneven breaths as she fought back sobs.

She couldn't imagine what the Doctor was feeling right now. It wasn't just losing her again - they shared that pain. It was everything - being on the run, his friends in danger, having to face the memories of the war, finding another survivor only for it to be the Doctor's old enemy…and Rose could be wrong, but she got the feeling that the Doctor sort of loved his old friend at the same time he feared him. What a mess, she thought.

"A mess indeed," the Doctor said. Apparently she'd said that last bit out loud. God, she was so tired.

Rose uncurled herself enough to meet his eyes for one last try, "So what if I stayed? I could help, I could - "

"Rose, please," he all but begged, "If this were anything else, if I were facing anything else, I'd never let you go. I promise. But it's the Master. He'd hurt you. He'd hurt you over and over again. And he'd make me watch."

Rose shivered at the certainty in his voice. She thought about how she'd feel if their positions were reversed. How she couldn't let herself be just another burden to him. How she couldn't, she'd never put herself before the billions of people who needed him.

"Ok," she finally said with bitter resignation.

"Thank you," he drew her back to his chest for a tight embrace. "Thank you, Rose."

She returned his desperate grip. From where her face was pressed into the damp wool of his coat she added, "But not forever."

"What?" he asked, loosening his arms so they could face each other again.

"Not for forever," she replied, "I'll go back to Pete's World, yeah, but only until you sort this like I know you will. Then I'll just have to come find you again."

"And Rose Tyler, I don't doubt you for a second." He smiled at her, but she could see the lie beneath his words. He couldn't let himself have that hope. She let it go, knowing that she'd just have to hold on to it for the both of them.

They held each other for a long time. Rose soaked in the feel of his arms around her and took slow deep breaths of his scent. She wanted to catalogue every aspect of him to carry with her until they could be together again. She was so focused on him, on the double beats of his hearts and the not quite human time in between his breaths that again, all her surroundings faded away. She felt like she was in a dream. A good dream, although there was a nightmare brewing on the horizon.

When Martha came back carrying a hefty stash of food, Rose was brought back to reality. After one last squeeze, the Doctor and she untangled themselves and walked over to where Martha was setting out paper plates and opening takeaway boxes.