Disclaimer: I don't own Doctor Who. Only Sophie my o/c.

A/N: Big thank you to everyone who followed/favourited and reviewed last chapter and another one to Saberbladeprime for reading over some scenes for me.

CHAPTER 14

The Parting of Ways

Sophie and Rose continued to stare as the Dalek's continued spin, their cries of 'exterminate' dying down, but still they were… the best word either woman could come up with was 'panicking'.

They shifted back a bit, wanting to put a bit of space between them and the agitated Daleks. The spinning stopped and one of them turned towards them, making the two of them freeze again as its quivering stalks were aimed directly at them.

"The females know the Doctor," it cried, "Females understand him. Females will predict his actions!"

"I don't know!" Rose cried her knees trembling, her hand clenching around Sophie's tighter as the Dalek began to advance on them.

Sophie swallowed, her chest feeling tight as her heart hammered against her ribcage, fear clutching at her, "You want a prediction?" she enquired her voice soft… but calm… calmer then she'd thought she'd be able to manage. Her face smoothing over into the calm mask she'd perfected over her years in the orphanage enduring all the bullying and the teasing, when the Dalek immediately twitched its eyestalk so that it was looking at her.

Rose stared at her brunette friend surprised, "Soph?" she questioned, eyeing the closed off features of her friend. Finding the expression just as disconcerting and concerning as she had in that café in Cardiff.

"Female will predict!" the Dalek demanded.

"I predict," Sophie began, her voice just as soft as before, just as calm despite her inner terror, "That the Doctor will do exactly what he said he would. He'll save us and the Earth and then… then he'll end you just like he promised," she predicted for the Dalek, her voice picking up a confident edge to it.

"Your prediction is false! False! Daleks cannot fail! Will not fail!" the Dalek cried, it's voice rising in hysteria.

Sophie effected a shrug… forcing herself to keep her breaths calm and even and her careful blank mask in place. Half expecting an exterminator beam to come flying out at her, instead the Dalek spoke again.

"Predict again! Again!"

Sophie stared at the Dalek, still just forcing herself to breath in and out, her hand clutching Rose's just as tightly as the blond was clutching hers, "That's all I've got," she said decisively.

Rose nodded, feeling a boost of confidence at the conviction in the brunette's voice, "And even if we did… we wouldn't tell ya," she said just as decisively.

"Predict! Predict! Predict!" the Dalek demanded, it's voice becoming slightly more hysteric as it glided closer to the two women.

"Tardis detected in flight," another Dalek declared distracting the advancing Dalek.

"Launch missiles!" the Dalek that had been advancing on them ordered, "Exterminate!"

"You can't!" Rose cried, "The Tardis hasn't got any defences. You're going to kill him!"

"You have predicted correctly,"

"Oh, my God, Sophie," Rose whimpered anxiously.

Sophie swallowed, her heart now beating heavily in her throat making it difficult to form words, "The Doctor's clever," was all she could mutter, her eyes beginning to sting painfully, "He's clever," she said again.

*O*O*O*

"We've got incoming!" Jack shouted from where he was manning the console of the Tardis. The Doctor on the other side, each moving frantically as the launched missiles came straight for them. The missiles struck the Tardis making the shaking ship shake harder as the impact of the weapons hit the shields that the two men had managed to set up around the ship.

"The extrapolator's working. We've got a fully functional forcefield," Jack reported, "Try saying that when you're drunk,"

The Doctor ignored him as he pressed buttons on the console, telepathically urging his Old Girl on, his hearts racing in his chest still, "And for my next trick…"

*O*O*O*

Rose swallowed thickly past the lump in her throat, "I don't suppose you've 'seen' anything about this?" she asked quietly as the Dalek's practically quivered around them.

Sophie shook her head, "Nope," she muttered just as quietly, "Told you they were,"

"Useless. I know," Rose agreed… but she'd hoped, that just maybe the brunette had seen something… anything that' let them know that the Doctor had survived.

A faint wheeze began to sound and the two women paused, ears straining as they listened, hope that the Doctor and the Tardis had survived the bombing, warming them once again at the familiar sound of the ship. Their hair lifted lightly in a gentle breeze as they stared slightly bewildered as the outline of the Tardis started to appear around the two of them, and the Dalek that was stationed near them.

Sophie's gaze landed on the Doctor, who was as transparent as the Tardis that was slowly forming around them. His form becoming more and more distinct as the Tardis materialized around them.

"Get down!" the Doctor shouted at them the moment the ship materialized and Sophie immediately hit the deck whilst Rose floundered still processing. The Dalek's stalk swivelled around towards her, "Rose, get down!" the Doctor shouted again and Rose dropped to the floor beside Sophie, just as the Dalek let out a familiar horrible cry.

"Exterminate!" It fired a beam that headed for where Jack was standing. The beam missed however and Jack returned fire with the defabricator gun, hitting the Dalek head on, the modified weapon exterminating the Dalek, leaving behind smouldering remains on the console room floor.

Sophie clambered a little shakily to her feet, her knees still feeling a bit unsteady after everything. She shifted towards Rose to help her up. The blond not having quite found her feet yet when she felt the Doctor's consciousness brush against hers as he mentally reached for her, his mind breezing around hers warmly.

She'd barely had time to process the feeling which reminded her of a warm hug that was projecting relief and joy, before she was enfolded into a warm tight hug, that had her shifting towards him so that she could return the Doctor's familiar embrace. Her face buried in his jumper as she did her best to return the warm comforting mental gesture… the feel of it somewhat different to the light mental brushing that she'd equated to a 'hello'. Her heartbeat evening out into a much calmer rhythm as she clutched him almost as tightly as he was clutching her.

The Doctor frowned lightly as his consciousness brushed against the shields he'd put into place around her mind, feeling a mild deterioration, nothing serious, but it was starting… which meant that she hadn't been able to reinforce them herself like he'd been hoping… and he didn't have the time now to do anything about it…

Sophie shifted slightly against him and with reluctance he allowed her to slowly pull away from him. she smiled up at him as her eyes met his, "That was some entrance,"

The Doctor returned her small smile with one of his own, "Told you I was coming for you,"

A couple of paces away where Jack was standing with Rose, the Captain having helped Rose up and into a hug a moment earlier. Jack huffed a little under his breath, arms crossing over his chest, "Damn it. I swore that he'd kiss her," he muttered just loud enough for the blond to hear, his lower lip jutting out in a slight pout.

Rose let out a low amused sound and reached up to pat him on the shoulder, "Welcome to my world Slick," she muttered just as lowly as she eyed the two, taking in the way the Doctor was still touching Sophie's arms over her wool jacket.

"I may have to take drastic action if this goes on much longer," Jack muttered.

Rose tore her gaze from Sophie and the Doctor to look at Jack, "I'm right there with ya," she swore with conviction.

Jack glanced down at her, lips curled up in a smirk, "Good, plotting is always better with a partner," and the two bumped fists, their interaction going unnoticed by Sophie and the Doctor the two still talking.

"You alright?" the Doctor asked her with concern.

Sophie nodded, "Yeah. Glad to be back. You?"

"Glad to have you back," the Doctor replied.

"Hey," Jack said as he and Rose stepped over to them, "Don't I get a hug?" he asked.

"Yeah, course you do," Sophie responded and stepped away from the Doctor so that she could hug Jack.

"I was actually talking to him," Jack nodded at the Doctor even as his arms came up to wrap Sophie in a brotherly hug, "But you'll do," he said with a grin and a short laugh as Sophie poked his side in retaliation, "Welcome home," he said, grin still pulling at his lips as Sophie pulled away.

No sooner had she pulled away from Jack that Sophie was pulled into another hug as Rose wrapped her arms around her, "You were brilliant!" Rose said with a wide grin.

Sophie blinked a little taken aback as she pulled back from the hug slightly, eyebrow raised, "I was?"

"Total badass," Rose enthused.

"Didn't feel much like a badass," Sophie muttered, "More terrified than anything."

"And that's what made it so awesome," Rose told her.

Jack raised a brow himself as he eyed the two curiously, "I'm sensing a story here."

Sophie shrugged, "All I did was do what they wanted."

"Pfft. By telling them the exact opposite of what they wanted to hear," Rose rebutted and began to relay what had happened after the Doctor had cut the transmission.

The Doctor moved over to the remains of the Dalek as he listened to the story Rose was telling his hearts fluttering with both pride and fear, at the possibility that the Dalek's just might have blasted his Annie-Girl with an exterminator beam for her faith in him… he pulled his sonic out of his jacket pocket and carefully examined the remains, that were still lightly smoking, with it.

*O*O*O*

Outside the Tardis the Daleks shifted about in a nervous shuffle their silence almost deafening as they eyed the Tardis through their stalks, waiting for orders…

"Patience, my brethren," a deep voice boomed out.

*O*O*O*

"You know, after Utah I was really hoping to never see another one of these," Sophie murmured as she stepped over to the Doctor who was still standing over the exposed remains of the Dalek mutant, it pepper-pot armour blasted away by Jack's gun.

"Me too," the Doctor agreed lowly, his expression grim as he stared down at the remains, his sonic still in hand.

"You said they were extinct," Rose said as she and Jack came over as well. "How come they're still alive?" she asked.

"One minute they're the greatest threat in the Universe, the next minute they vanished out of time and space," Jack muttered.

"They went off to fight a bigger war… The Time War…" the Doctor replied grimly, only slightly distracted as he continued to examine the remains.

"I thought that was just a legend," Jack said surprised.

The Doctor swallowed, "I was there. The war between the Daleks and the Time Lords, the whole of creation at stake."

Sophie glanced over at him, her heart always ached for him whenever he mentioned the Time War and with his consciousness still brushing lightly against hers the Doctor having not pulled his consciousness away completely after their hug, she reached out for the connection, brushing against his consciousness in an action that she hoped was as comforting for him as it was whenever he did it for her.

The Doctor responded with gratitude to the mental gesture, his hearts constricting with the pain of the memories. "My people were destroyed, but they took the Daleks with them." He swallowed again his voice growing quieter. "I almost thought it was worth it. Now it turns out they died for nothing,"

"There's thousands of them now," Rose commented quietly, "We could hardly stop one. What are we going to do?" she asked with concern.

The Doctor tore his gaze away from the remains to meet the questioning looks he was being given, "No good stood round here chin wagging. Human race, you'd gossip all day," the Doctor said with forced cheer, "The Daleks have got the answers," he turned and started for the door, "Let's go and meet the neighbours,"

Sophie and Rose shared an alarmed look, "Hang on!" they cried and moved after him, only for the Doctor to have already walked out the door.

Sophie who'd been standing closer to the Doctor was out the door, before she could think better of it, having been focused on reaching the crazy alien that had apparently decided to walk out to greet the aliens that wanted to kill him… wouldn't hesitate to kill him.

"Exterminate!" the Dalek's shouted and Sophie felt her heart freeze momentarily in her chest before it began racing in fear as she waited for the beams, only calming somewhat as the Doctor brushed his consciousness against hers reassuringly.

"Exterminate! Exterminate!" the Daleks fired and Sophie stared wide-eyed as the beams that were coming right for them, were stopped short by a forcefield three feet away from them.

'Oh, that's good,' Sophie thought as she stared past the Doctor at the Daleks as they ceased fire, giving up on getting through the forcefield.

'Isn't it just,' the Doctor agreed, catching the accidentally projected thought, as behind them Jack and Rose cautiously popped their heads out the Tardis door cautiously.

"Is that it?" the Doctor asked condescendingly as he raised his arms mockingly, "Useless! Nul points," he said as he stepped back so that he could lean back against the corner of the Tardis with an unconcerned air. His gaze sweeping over and away from the Dalek's to land briefly on Sophie who was standing just in front of the open Tardis door staring out at the Daleks that were gathered outside the forcefield and then up to the two that were still peering out through the doorway, "It's alright, come on out. That forcefield can hold back anything," he assured them.

"Almost anything," Jack corrected.

The Doctor frowned up at him, "… Yes, but I wasn't going to tell them that," he grumbled at the other man as he straightened up and moved away from the Tardis once again, "Thanks," he said with sarcasm.

"Sorry," Jack apologized sheepishly.

"Do you know what they call me in the ancient legends of the Dalek home-world?" the Doctor asked the Daleks that had remained silent through their exchange, "The Oncoming Storm. You might have removed all your emotions… but I reckon right down deep in your DNA, there's one little spark left, and that's fear," the Daleks eyestalks twitched nervously in response, "Doesn't it just burn when you face me? So, tell me. How did you survive the Time War?"

"They survived through me," A loud booming voice broke the silence.

They turned towards the voice and a light flicked on to reveal a giant Dalek, it's blue mutated form on display for them to see as it towered above them all as it sat in its large open armour.

The Doctor stared in open mouthed shock at the large mutated form, "Sophie… Rose… Captain… this is the Emperor of the Daleks,"

"You destroyed us, Doctor. The Dalek race died in your inferno, but my ship survived, falling through time, crippled but alive."

The Doctor nodded slightly, "I get it."

"Do not interrupt."

"Do not interrupt."

"Do not interrupt." Three of the Daleks commanded in defence of their Emperor. And Rose found herself reaching for Sophie's hand as she winced and flinched back a bit in response, wishing that she could project the same air of calm in the face of her growing fear as the brunette could.

"I think you're forgetting something," the Doctor stated his expression mildly annoyed as he stared at them unwaveringly, "I'm the Doctor, and if there's one thing I can do, it's talk. I've got 5 billion languages, and you haven't got one way of stopping me. So, if anybody's going to shut up, it's you!" he declared with such vehemence that the Daleks actually glided back a bit, making him grin, "Okey doke." he turned back to the Emperor, pausing briefly as if in thought, "So, we're where we?"

"We waited here in the dark space, damaged but rebuilding," the Emperor spoke again, "Centuries passed, and we quietly infiltrated the systems of Earth, harvesting the waste of humanity. The prisoners, the dispossessed. They came to us. The bodies were filtered, pulped, sifted. The seed of the human race is perverted. Only one cell in a billion was fit to be nurtured."

A disgusted look flittered across Sophie mask of calm, "That's why the games," she mumbled more to herself, but the Doctor, Jack and Rose heard her… an expression of disgust flittering across the blondes face as well as she to connected the dots and came to the same realization.

"So, you created an army of Daleks out of the dead," the Doctor stated grimly.

"That makes them… half human," Rose said.

"Or at least partly," Sophie agreed lowly.

"Those words are blasphemy!" the Dalek Emperor yelled, it's voice rising in agitation at such an accusation.

"Do not blaspheme."

"Do not blaspheme."

"Do not blaspheme."

"Everything human has been purged. I cultivated pure and blessed Dalek!" the Emperor stated.

The Doctor glanced about at the Daleks and shook his head in mild disbelief at what he was seeing, before he raised a quizzical brow at the Emperor, "Since when did Daleks have a concept of blasphemy?"

"I reached into the dirt and made new life," the Emperor declared, "I am the God of all Daleks!"

"Worship him!" the Daleks cried, "Worship him! Worship him!"

The Doctor stared at them perturbed, "They're insane," he murmured quietly to his companions, "Hiding in silence for hundreds of years, that's enough to drive anyone mad." He stared at them, an expression of almost pity on his face, "But it's worse than that. Driven mad by your own flesh. The stink of humanity. You hate your own existence. And that makes them more deadly than ever." he looked up at the Emperor, "We're going."

"You may not leave my presence!" the Emperor shouted as the four turned and began to walk back to the Tardis, already beginning to step through the door.

"Stay where you are!" One of the Daleks commanded and the Doctor grinned at them mockingly before he closed the door on them.

"Exterminate!" they shouted as one and they opened fire on the ship, their beams hitting uselessly against the forcefield. "Exterminate! Exterminate!"

*O*O*O*

The Doctor rested his head against the closed door of the Tardis, rather shaken and helpless as the cries of the Daleks echoed in his ears, the sound dragging painful memories to the surface… memories of death and battle… of such loss…

There was a gentle touch against his back and he turned, not at all surprised to see Sophie staring up at him as her mind brushed his again, making him smile at her. She'd gotten rather good at that… He took her hand and lead them away from the door as he wrapped his confidence about himself once again.

"Right then let's be off. It's rubbish here," he said reluctantly releasing Sophie's hand so that he could move about the console. His mind racing with uncertainty as the Tardis began to dematerialize.

*O*O*O*

The Doctor, Sophie, Rose and Jack marched out of the Tardis and onto Floor 500. The Doctor moving straight for the controls. "Turn everything up. All the transmitters full power, wide open. Now! Do it!"

"What does this do?" Pavale asked as he did what he'd been told.

"Stops the Daleks from transmatting on board," the Doctor answered, "How did you get on? Did you contact Earth?"

Pavale grimaced slightly. "Well, we tried to warn them, but all they did was suspend our license because we stopped the programs,"

Sophie resisted the urge to facepalm rather hard at that, but couldn't stop the exasperated groan that escaped her. 'Bleedin' typical!' she couldn't help but think.

"And the planet's just sitting there, defenceless," the Doctor muttered with exasperated displeasure, stubborn stupid hairless apes. His gaze landed on a familiar figure, one that he hadn't expected to see… shouldn't be able to see, "Lynda, what're you still doing on board?" he demanded to know, then rounded on Pavale before she could reply. "I told you to evacuate everyone!"

"She wouldn't go," Pavale said a bit helplessly.

"Didn't wanna leave ya," Lynda admitted and smiled at them kindly.

Rose narrowed her eyes on the woman, whilst Sophie returned her smile with equal kindness, "Nice to meet you Lynda," the curly haired brunette said and Rose crossed her arms still eyeing the other woman.

"You too," Lynda responded, choosing to focus on the brunette, rather than the blond that was almost glaring at her for some reason.

"There weren't enough shuttles anyway, or I wouldn't be here," the female programmer grumped with a displeased sniff, "We've got about a hundred people stranded on Floor Zero."

"Oh, my God," Pavale gasped his skin turning pale as the blood drained from his face as he stared at the screen, "The fleet is moving. They're on their way."

*O*O*O*

"Purify the Earth with fire," The Emperor commanded as rows upon rows of his Daleks levitated around him, "The planet will become my temple and we shall rise. This will be our paradise!"

*O*O*O*

"Dalek plan," the Doctor spoke quickly, all eyes on him as he pulled out wires from under the conduits swiftly moving from one to another, "Big mistake, because what have they left me with? Anyone? Anyone?" he turned his gaze on them expecting at least one of the humans in the room to be able to answer him, only to receive silence and mixed looks of confusion, "Oh, come on, it's obvious. A great big transmitter. This station. If I can change the signal, fold it back, sequence it, anyone?" he asked again gaze still expectant.

Jack's eyes widened as realization hit, "You've got to be kidding me!"

The Doctor grinned, "Give the man a medal,"

"A Delta Wave?" Jack questioned incredulously.

"A Delta Wave!" the Doctor confirmed.

Sophie and Rose stared at the two in mild confusion, "Ok, and for those of us who were heading for a degree in Literature,"

"And worked in a little shop," Rose chimed in.

"What's a Delta Wave?" they asked together, exchanging a small smile, and the blond prompted the brunette into doing a special little handshake that the blond had insisted on teaching the brunette not too long ago, when Sophie had mentioned that she'd never done one before, the action leaving the Doctor and Jack to stare at them lightly bemused by it.

"So, cute when they do that," Jack said with a teasing grin and shook his head in amusement, "It's a wave of Van Cassadyne energy. It fries your brain. Stand in the way of a Delta Wave and your head gets barbequed."

Sophie scrunched her nose at the imagery, "Charming." she muttered dryly.

"And this place can transmit a massive wave," the Doctor continued to explain a grin in place, "Wipe out the Daleks!"

Rose opened her mouth to say something, only for Lynda to speak before her unwittingly cutting her off, "Well, get started and do it then," Rose shot the other woman a slightly irritated look, a bit disgruntled at being cut off by the other blond.

"The trouble is, wave this size, building this big, brain as clever as mine, should take about, ooh," the Doctor frowned thoughtfully, "Three days? How long till the Fleet arrive?"

"Twenty-two minutes," Pavale answered.

The Doctor frantically pulled out another cable from underneath the desk. He stared at the end of it and then feeling the heavy gazes of everyone else in the room him looked up and shot them a beaming grin even as his hearts beat heavily in his chest at the rather impossible deadline. His gaze going to his two companions that were standing side by side just staring at him, having complete faith that he'd do it… he got back to work… hearts clenching painfully.

A short while later Jack was in front of a computer Rose, Sophie, Lynda, Pavale, and the female programmer gathered behind him, whilst the Doctor continued to work. "We've now got a forcefield so they can't blast us out of the sky," he explained bringing it up on the monitor, "But that doesn't stop the Daleks from physically invading."

"Do they know about the Delta Wave?" Pavale asked.

Jack turned his head to look at him, "They'll have worked it out at the same time. So, they want to stop the Doctor. That means they've got to get to this level, 500. Now, I can concentrate the extrapolator around the top 6 levels, 500 to 495. So, they'll penetrate the station below that at level 494 and fight their way up,"

"Who are they fighting?" Pavale asked again.

"Us," Jack responded.

Pavale nodded slowly, "And what are we fighting with?"

"The guards had guns with bastic bullets. That's enough to blow a Dalek wide open," Jack stated.

The female programmer frowned dubiously, "There's six of us," she pointed out.

"Sophie," the Doctor called from where he was working, "You can help me over here. I need these wires stripped bare,"

Sophie nodded as she walked over accepting the tool from him and hunkered down to get to work on them.

"Right now, there's five of…"

"Rose, you too," the Doctor cut in waving another tool he'd pulled from his pocket and the female programmer scowled in irritation as Rose trooped over to the Doctor as well, moving to another set of wires next to the curly haired brunette, "Stripped bare," the Doctor reiterated just in case ignoring the glare of the female programmer with ease.

The woman huffed in annoyed, "Right there's now four of us," she grumbled shooting the Doctor another irritated look waiting to see if he'd call another of them over.

"Then let's move it," Jack commanded. "Into the lift. Isolate the lift controls," and Pavale and the female programmer ran off to do just that, whilst Lynda moved towards the Doctor, who glanced up and stood from what he was doing to meet her.

Lynda stood in front of him feel a little awkward, but not wanting to leave without saying something to the man who'd been so kind to her. "I just want to say, er, thanks. I suppose, and I'll do my best," she promised, steadily ignoring the heated glare the blond was giving her.

"Me too," the Doctor told her hesitating a moment as he pondered the best way to say goodbye to her, before he settled on a handshake.

Sophie glanced over at Rose as she heard the blond huff under breath in irritation. The blond now stripping the wires with more ferocity then was necessary. She wasn't sure what the issue was, Lynda seemed rather sweet in her opinion, but… maybe she'd missed something between the two, she couldn't even begin to put her finger on what though. She pulled her gaze away again, focusing her attention back on the wires that needed stripping.

Rose scowled at the wires she was stripping with vigour, unable to help but feel a biy threatened by the interloper who was staring at the Doctor with hopeful eyes, like she was hoping that he'd take her with them… and she just didn't like it! Why would he even need someone else, anyway?! The Doctor had her and Sophie and Jack now… they didn't need anyone else, especially not another woman! Especially not one that she was convinced was making doe eyes at the Doctor. Her haze drifted to Sophie who was stripping her set of wires, completely oblivious to the possible interloper… that just wouldn't do at all!

Rose's attention was diverted as Jack made his way over to where she was working. She set down her tool and clambered to her feet.

"It's been fun!" Jack said trying to keep it light as Sophie got to her feet to, "But I guess this is goodbye."

Rose shook her head, "Don't talk like that. The Doctor's going to do it. You just watch him," she said with certainty.

Jack smiled, "Rose, you are worth fighting for," he told her sincerely as he took her face in his hands and pressed a kiss to her lips. He pulled back and turned to Sophie, lips curved up in a small half smile as he approached her and pulled her into a brotherly hug.

"You don't have to," Sophie murmured as she slowly pulled back.

Jack quirked his lips up into a smirk, "No, I don't," he agreed, "But I want to. You and Rose, you're both worth it." when Sophie ducked her head in response Jack reached out and ruffled her thick hair again.

Sophie sighed out a slightly huffy breath as she lifted her head to pin him with an exasperated look without any heat, her hair mussed once again, "Did you have too?"

"Yeah. I really did," Jack told her with another smile, before he turned to the Doctor, his smile widening into a grin as he stepped over to him, "Wish I'd never met you, Doctor. I was better off as a coward," he said, hands coming up to cup the Doctor's face as he had Rose's and pressed a kiss to the Doctor's lips, before he pulled back slightly giving the Doctor a look, "Look after 'em Doctor and… don't let her slip away," he warned before he pulled away completely, ignoring the slightly disgruntled stare the Doctor was giving him as he pointed at the lift that was waiting for him. A devil may care smirk curling up his lips. Determined to see them off with a smile "See ya in hell!"

The three watched as the lift pinged and Jack got in with the others the man giving them a salute before the lift doors closed, hiding him from view.

Rose glanced over at the Doctor and Sophie, "He's going to be alright… isn't he?"

The Doctor glanced away from her to focus back on the wires unable to bring himself to answer as he continued working.

Rose rested her gaze on Sophie, "Space-Cadet?" she said voice, hopelessly hopeful.

Sophie swallowed tearing her gaze from the lift that had stepped into, to meet the blondes eyes, "I hope so," she muttered quietly, before she looked away and down at her feet. 'I really hate goodbyes,' she decided her throat feeling tight as really, she couldn't help but feel that she'd never see the man that had become something like a big brother to her again.

The Doctor glanced up, catching the unintentionally projected thought, and he eyed his two remaining companions that were staring miserably in different directions, "Hey," he said his voice kind as he drew their attention back to him, "Those wires still need stripping," he reminded them, hoping to distract them at least a little.

The two nodded at him and sank back down onto the ground to start work on the remaining wires. The Doctor eyed them a moment longer before he too got back to work, highly aware of the fact that time was fast escaping them.

*O*O*O*

The three were working in companionable silence. The trio the only ones left on Floor 500 now, each focused on their own tasks when Rose looked up as she was struck by a sudden thought. "Suppose," she began, but fell silent.

"What?" the Doctor asked after a moment of the silence stretching, not looking up from what he was doing.

Rose shook her head and continued working. "Nothing," she muttered earning a curious look from Sophie.

"You said suppose," the Doctor persisted.

Rose looked up again, "No. I was just thinking. I mean, obviously you can't, but, you've got a time machine. Why can't you just go back to last week and warn them?" she asked staring at him intently with curious eyes.

"As soon as the Tardis lands in that second," the Doctor began to explain still not looking up, "I become part of events, stuck in the timeline,"

Sophie cocked her head slightly with a slight thoughtful frown, "Which'd mean you'd have to cross your timeline, right?" she asked, recalling a conversation they'd had.

The Doctor glanced up briefly, his lips quirked up in a smile, his eyes fond, "Exactly."

Rose sighed quietly, "Yeah, thought it'd be something like that," she murmured truly having expected to hear something of the kind.

The Doctor looked up again staring at his companions, "There's another thing the Tardis could do... it could take us away… we could leave. Let history take its course... We go to Marbella in 1989."

Sophie and Rose exchanged a brief look, before they turned their eyes back to the Doctor who was still staring at them, "Sounds good," the blond said, lips quirking up in a light teasing grin, making the Doctor blink a little surprised, not having expected that, not really.

"Pencil it in for after we save the word – again," Sophie finished.

The Doctor smiled his confusion clearing, his eyes filled with warmth as his gaze met Sophie's and lingered for a moment before he blinked and shifted slightly so that he was once again staring at the both of them, "Never even occurred to either of you to ask, did it?" the Doctor murmured his hearts beating warmly.

"Nope," Sophie replied with a smile. She was here with two of her favourite people in the universe and the third somewhere below them. There was nowhere in the entirety of the universe that she'd rather be. No matter the circumstances.

"We're just too good," Rose agreed with the brunette a smile of her own curving up her lips.

The computer made a whir-like sound, the noise immediately catching the Doctor's attention. "The Delta Waves started building. How long does it need?" he queried as the three of them jumped to their feet and rushed over to the computer and the Doctor plonked himself down in a chair and pressed a few buttons Sophie and Rose peering as best they could over his shoulders. His face fell as he read the information he'd brought up onto the screen.

"Is that bad?" Rose asked.

The Doctor's head slumped downwards, his pained expression hidden from his companions. His hearts pounding against his chest as the weight of what he'd read on the screen hit him.

"Ok," Sophie murmured softly as she exchanged a brief concerned look with Rose, "It's bad."

"How bad?" they spoke together.

To their surprise the Doctor leapt up his expression wide and beaming as he grinned at them, "Sophie Connolly, Rose Tyler, you are geniuses!" he exclaimed, "If I use the Tardis to cross my old timeline. Yes!" he rushed towards the Tardis not allowing either to question him as just as he knew they would they chased after him.

*O*O*O*

"Right," the Doctor said as he stepped into the Tardis Sophie and Rose close on his heels, "Annie-Girl, I need you at this lever here and Rose that one there. Yes, that one," he said as the blond pointed at one of the levers his excitable gesture having been too vague, "Hold those down and keep position," he told them his voice becoming serious as he stared at them.

"What's this do?" Rose asked the question that was burning in both her and Sophie's minds.

"Cancels the buffers," the Doctor replied as he busied himself at the monitor, "If I'm very clever and I'm more than clever, I'm brilliant, I might just save the world," he paused briefly, "Or rip it apart,"

"First one sounds good," Sophie murmured as she stared at the Doctor.

"Yeah. I'd go for the first one too," Rose agreed.

"Me too. Now, I've just got to go and power up the Game Station. Hold on," he told them again, before he turned and dashed out of the console room, leaving the two women holding down their individual levers.

The Doctor came to a sudden stop in the midst of his mares-nest of cables the Tardis door closing as his Old Girl followed his line of thought. He looked back at the Tardis, his old eyes full of pain as he stared at his ship. He hated lying to her… to either of them, but this was the best way the only way he could keep them safe like he'd promised himself and Rose's mother that he would.

He raised his sonic screwdriver pointing it at the Tardis his hearts beating harshly in his chest, only one single regret filling him in that moment as he pressed a button and the engines started. And that was that he hadn't plucked up the courage to do one last thing… knowing that now he'd never get the chance.

He heard Rose shouting in alarm and his Annie-Girl's calmer voice calling for him as he watched his Old Girl as she started to wheeze. His hearts clenching painfully as he listened to them, but he was one hundred percent certain that this was the right thing. The best thing. Neither of them had any business fighting in a war – his war. And this way at least, he knew that they'd live. And that knowledge was worth the lie he'd told and so he watched until the Tardis dematerialized completely before he turned forcing himself to focus on his next step.

*O*O*O*

Sophie turned from the unyielding door as she swept her gaze over the Tardis focusing on the ship, only to be distracted as a holographic image of the Doctor to flicker to life. "Rose," she called, the blond that was still pounding against the door, her voice slightly strained as her throat constricted as she eyed the hologram.

Rose turned just as it started to speak.

"This is Emergency Program One. Sophie, Rose, now listen, this is important. If this message is activated, then it can only mean one thing."

Sophie swallowed past the feeling of her heart in her throat as she regarded the image, as the realization started to take hold… that the Doctor had planned this, had looked at them and lied…

"We must be in danger." The hologram continued, "And I mean fatal. I'm dead or about to die any second with no chance of escape."

"No!" Rose broke her silence as she stared wide-eyed at the image of the Doctor, glancing briefly over at the quiet Sophie and then back again.

"And that's ok. Hope it's a good death. But I promised that I would look after you both, and that's what I'm doing. The Tardis is taking you home."

"No! No!" Rose cried as she began to rush about, "I won't let you do this to us! I won't!"

"Rose I bet your fussing and moaning now and Sophie your staring at me with that look that… well that look of yours." The hologram of the Doctor smiled a fond smile tinged with sadness. "But hold on and just listen a bit more. The Tardis can never return for me. Emergency Program One means I'm facing an enemy that should never get their hands on this machine. So, this is what you should do. Let the Tardis die."

Sophie let out a choked sound, tears beginning to well in her eyes, blurring the image of the hologram for a moment, before they began sliding quietly down her cheeks.

"Just let this old box gather dust. No one can open it. No-one'll even notice it. Let it become a strange little thing standing on a street corner. And over the years, the world'll move on and the box will be buried. And if you want to remember me, then you can do one thing. That's all, one thing. Have a good life." The hologram of the Doctor paused a thoughtful look on his face, "Ok, I lied two things." He smiled. "Look after each other. Do that for me Sophie, Rose. Have a fantastic life." The hologram flickered out.

Sophie squeezed her eyes shut as she tried to keep her breathing even, just in and out. She needed to think… she… needed… she sucked in a shaky breath, Rose's frantic voice in the background filling her ears. She opened her eyes turning her gaze about the ship, focusing on it.

"You're not doing this to us!" Rose shouted at the disappeared hologram of the Doctor, "You can't! Won't let you! Come on fly! How do you fly?" the blond turned to the still quiet Sophie who was staring up at the ship, "Soph! What are you doing help me?!"

Sophie slowly turned and the blond hesitated at the troubled look on the brunette's tear streaked face, "She's quiet. Won't talk to me," she muttered as the engines stopped.

*O*O*O*

The Doctor completely alone on Floor 500 as he worked diligently, his expression solemn. The silence a reminder that he was well and truly alone now.

"Rose, I've called up the internal laser codes," Jack's voice over an intercom broke the silence. "There should be a different number on every screen. Can you read them out to me?"

The Doctor swallowed, "She not here."

"Of all the times to take a leak," Jack grumbled, "Sophie then."

The Doctor's hands trembled ever so slightly before he steadied them his hearts clenching painfully once again, "She's not here either."

Jack's face appeared on a screen, "Seriously, what is it with women and going together," he grumped with exasperation, "When they get back, tell one of them to read me the codes."

"They're not coming back," the Doctor responded a little woodenly.

Jack frowned a bit wrongfooted by the declaration, "What do you mean? Where'd they go?"

The Doctor stared down at what he was trying to do, "Just get on with your work."

Jack stared at the image he could see of the Doctor and realization dawned, "You took them home, didn't you?"

The Doctor flicked a brief glance at the screen, "Yeah," he managed to get out.

Jack nodded slowly, before he pinned the Doctor with a look, "Please tell me you at least kissed her before you sent her off…" silence stretched as the Doctor didn't reply and Jack groaned, "You didn't. Completely hopeless!" the Captain grumped lightly, and the Doctor felt a tick go in his jaw as regret burned a little hotter in his chest.

Jack's expression turned serious again, "That Delta Wave. Is it ever going to be ready?"

"Tell him the truth, Doctor." They heard the Emperor of the Dalek's voice and the two looked over to see the mutant had appeared on another screen. "There is every possibility the Delta Wave could be complete, but no possibility of refining it. The Delta Wave must kill every living thing in its path, with no distinction between human and Dalek. All things will die by your hand."

"Doctor, the range of this transmitter covers the entire Earth," Jack warned.

"You would destroy Daleks and Humans together." The Emperor agreed, "If I am God, the creator of all things, then what does that make you, Doctor?"

"There are colonies out there," the Doctor countered, "The Human Race would survive in shape or form, but you're the only Daleks in existence. The whole universe is in danger if I let you live." He turned his head to look at the image of Jack on the other screen. "Do you see, Jack? That's the decision I've got to make for every living thing. Die as a human or live as a Dalek. What would you do?"

"You sent them home." Jack replied, "They're safe. Keep working."

"But he will exterminate you!" the Emperor yelled.

Jack grinned, "Never doubted him. Never will."

The Doctor grinned too and leapt to his feet energized by Jack's trust and he marched towards the screen the Dalek Emperor was appearing to him on. "Now, you tell me, 'God of all Daleks' 'cos there's one thing I never worked out. The words 'Bad Wolf', spread across time and space, everywhere, drawing me in. How'd you manage that?"

"I did nothing," the Emperor denied.

The Doctor gave it a sceptical look, "Oh, come one, there's no secrets now, your worship."

"They are not part of my design," the Emperor admitted and there was a silence and the Doctor stared his sceptical look becoming perplexed. "This is the Truth of God."

*O*O*O*

Sophie sat on the staircase looking out over the Tardis' console room. Her shoulders slumped forward dejectedly. She was alone now. Alone in the silent ship that refused to do more than offer a quiet hum every so often that may have been meant as an apology of some kind.

Rose had left… she wasn't sure when anymore… she could have gone with… maybe she should have… but she'd wanted to continue trying to get the ship to talk to her… to at the very least tell her why she wasn't helping…

But there was no response, not to anything she tried, just the low quiet hum and for once the sound didn't sooth her.

She clenched her hands together, her intertwined fingers twisting together almost painfully, before she forced herself to her feet. She moved over to the console, standing near the dark monitor. She brushed her gloved fingers over the surface and experimentally pressed a button, but the screen remained dark… just as it had the first couple of times she'd tried to interact with a part of the Tardis.

She rested her hands against the smooth round edge of the console, leaning her weight against it as she squeezed her eyes shut again forcing back another rush of tears. Her breathing escalating as she couldn't help but think of the Doctor alone on Floor 500 fighting… dying… if he hadn't died already. The holograms words ringing in her ears.

"Please!" she whispered desperately, "Please Sexy. Help me… say something!" she begged her voice rising. Silence… and then the ship repeated the same low apologetic hum.

Sophie turned and slumped back against the console, resisting the impulse to lash out in her pain… it was so tempting to just give into the urge to find something to throw, to kick the unhelpful ship… but she didn't. Instead one of her hands came up to tug at the ends of her hair that was a mess from all the times she run her hands through it in frustration as she worried over the Doctor. 'Please… I don't want him to die! Not alone… not at all!' she tried projecting at the ship again… hating the fact that she couldn't feel the Doctor at all… just the muted telepathic field of the Tardis… Silence once again met her plea, the ship merely repeating its apologetic hum.

Sophie stared dejectedly, shoulders slumping further at the response she'd been expecting despite her lingering hope for something more.

*O*O*O*

Jack stood by Lynda as she plonked herself down at the computer on the observation deck, "Right Lynda, you are my eyes and ears. When the Daleks get in, you can follow it on that screen and report it to me," he instructed.

Lynda nodded, "Understood."

"They'll detect you, but the door's made of Hydra Combination. It should keep them out."

Lynda looked up at him, her eyes nervous, "Should?"

"It's the best I can do," Jack told her with a sad smile, before he spoke into his wrist device, "How long till the Fleet arrives?"

"They've accelerated," Pavale replied through the comm.

"This is it ladies and gentlemen. We are at war!" he turned and ran out of the room the door shutting behind him as he hastened towards his post as rows upon rows as Daleks streamed out of the saucer like spaceships.

*O*O*O*

Sophie trudged along a street. Mindlessly passing people by as they rushed about their everyday lives no clue that 200,000 years in the future the Doctor and Jack were fighting… dying for them… she trudged to a stop, as she turned her face up towards the sky. It was a bright and sunny day, the complete opposite to how she was feeling.

She lowered her gaze and her feet started moving again. She didn't really have a destination in mind, she'd just needed to take a break from the Tardis…

It felt so empty without the Doctor, and the apologetic low hums of the Tardis had started to grate on her in her growing frustration. It was the first time she'd ever gotten annoyed with the beautiful ship… that felt so muted… and practically lifeless. If it weren't for the telepathic hums, she would have been scared that the ship had died.

The brunette came to a stop once again. This time by a park bench and with a low sigh she plopped herself down on it heavily. Her expression troubled as she couldn't help but brood on what was happening 200,000 years from now, whilst she was just sitting here helplessly… not able to even get the Tardis to do more than hum.

Sophie blinked, her gaze slowly lifting from where it had come to rest on her knees as she became aware of a pair of eyes staring at her. It took her only a moment to find the owner of the eyes and she found herself staring rather flatly back at a tall man who looked rather worse for wear in a crumpled white or perhaps light blue… or was that just dirt… dress shirt that was strangely only half tucked in.

He was wearing a necktie that was tied only loosely about his wayward shirt collar and sitting a bit crooked and had hair that was in a floppy disarray and looked only half dry… and he was coming right for her, strides long and energetic as he crossed the distance that had been between them.

And in what weirdly felt like between one blink and the next the strange man was sitting on the park bench next to her, hazel green eyes still staring at her with an intensity that had her feeling a bit self-conscious and off kilter, and she shifted a bit awkwardly as he beamed a smile at her.

"Hello there!" he greeted cheerily.

Sophie looked away, her hands twisting together in a nervous habit that she never could quiet seem to kick.

"Hi," she managed to get herself to say, her eyes settling on her knees once again as she contemplated just leaving, perhaps heading back to the Tardis to try again… she didn't feel like talking to a strange man. Especially one that was smiling so brightly when she was feeling so… so… sad didn't cover it… she didn't think there was a word that covered what it was that she was feeling.

"Rather comfy for a park bench, isn't it," the man commented, wiggling about in his spot a bit as if testing it.

Sophie shrugged heavily, "S'pose," she muttered, her voice coming out a bit flat.

The man seemed to bounce in his seat beside her again and out of the corner of her eye she saw him swivel his head about as he looked about the street, seemingly full of energy… too much to sit still, kind of like a child who'd had too much sugar, his hands almost dancing over his pockets, before his gaze settled on her again, still smiling, "Fish custard!" he exclaimed.

Sophie blinked taken a bit aback by his pronouncement and she finally turned her head to look at him again, slightly perplexed frown in place, "Fish custard?"

The man nodded, "Yes, have you tried it?"

Sophie eyed him dubiously, "Can't say I have."

"You should! It's good. Fish fingers in custard! Only just found out how good just recently myself!" he enthused, hands waving about a bit.

Sophie stared at him, shifting back a little so that she could make sure to avoid his wildly flailing hands, "I'll take your word for it." and the man seemed to pout at her lack of enthusiasm for something he was obviously quite fond of.

She went to look away, only for her eyes to catch on something on the side of his face, rather close to his mouth and her lips twitched a bit finding it both fitting and amusing for whatever reason. She wasn't sure what it was about the little spot of something… but it just… tickled her… she tamped down on her impulse to giggle. Her dark mood beginning to lighten ever so slightly.

"What?" the man asked evidently noticing her change in demeanour. Sophie shook her head, tearing her gaze from the spot. "What was it?" the man insisted.

Sophie glanced back over at him again, "Nothing really."

"You were staring at something?" he persisted, his hands coming up briefly touching his chin then up to his cheeks.

Sophie bit down on her lips as the urge to laugh rose up again, "You've just… got a little something…" she relented and gestured to a spot on her own face.

The man shifted his hands searching for it and failing miserably and Sophie's shoulders shook lightly in supressed laughter.

Finally, she reached over and took one of his arms into her gloved hands and guided his hand to the spot that his fingers had been missing, before releasing his arm, her hands coming to rest in her lap once again.

The man wiped off the spot and rolled the small remains of food between his fingers for a moment with a frown, "Beans," he muttered and dusted his fingers off, "Bad, bad beans," he turned to her, "Never trust beans," he told her seriously.

And Sophie lost the battle against the urge to laugh, one of her hands coming up to cover her mouth, muffling the sound only slightly. "Ah, so fish fingers and custard are good, but beans are bad?" she questioned with amusement once her laughter had died down enough to allow her to talk.

"Yep!" the man said popping the 'p'.

Sophie stared at him taking in his bright smile and she blinked a little in surprise as she realized that he'd been trying to get her to laugh all along, immediately feeling a little bad that she'd been irritated when he'd just been trying to be kind.

"Now. I'm sure that there's a butt you need to go kick,"

"Eh?" Sophie exclaimed a bit wrongfooted once again as she stared at him a bit puzzled once again at the sudden change in subject and she blinked a bit as she could have sworn a slight flicker of what may have been some kind of cross between a grimace and a realization shifted briefly across his face.

None the less the man was quickly all smiles again in an instant, "Pretty girl like you. Looking that sad," he said seriously, "There's a butt out there that needs a good kicking."

Sophie shifted a little uncomfortably and glanced away a light flush dusting her cheeks, "I'm not much of a, uh, butt kicker."

Her phone rang, making her jump a little at the sudden noise coming from her pocket. She pulled it out and brought it quickly to her ear Rose's voice coming through before she'd even managed to say 'hello'.

"Where are you?" the blond asked.

Sophie glanced about, "On a street." She said a bit unhelpfully not having really paid attention to where she'd been walking earlier.

"Well, get back to the Tardis. I have an idea!" the blond hung up and Sophie blinked at her phone for a moment.

"Ah, there you see. Somewhere for you to be," the man said with another smile.

Sophie tucked her phone away and turned back to him as she stood, "Um, sorry…"

The man shook his head, "No, go, go." He urged.

"Thanks," she said sincerely appreciating the effort he'd gone too to make her laugh, before she turned and took off down the street.

The man smiled after her, hazel green eyes full of affection as he watched her hurry off, "Anytime," he murmured, "Now. Go, be… fantastic!"

*O*O*O*

Sophie paused briefly, mouth agape as she stared at a yellow recovery truck that had a chain attached to it, Mickey in the driver's seat as he operated it, Jackie standing to the side as she watched. She turned her gaze to the Tardis, heart hammering a bad feeling stirring in her stomach as she raced for the blue box where she could hear Rose shouting.

"Faster!"

"Give it some more Mickey!" Jackie hollered as Sophie raced in through the open door.

Her gaze landed on Rose, who looked up at her entrance. "Bout time!" Rose said.

"I walked further than I thought," Sophie responded as she took in what was happening, "What are you doing?"

"Getting us back to the Doctor!" Rose declared, before she turned her gaze back to the console, "Keep Going!" she shouted.

"Rose, I don't think," Sophie tried her heart hammering as she eyed the console that Rose was trying to tear open. An image of bright gold eyes full of power flashing through her mind and her stomach churned a little sickeningly as with a harsh frantic beat of her heart she finally recognised who the eyes belonged to… 'Oh… bugger!'

"Give it some more!" Jackie cried.

Sophie stepped closer to Rose, blue eyes wide as she tried again, "Rose I really don't think that this is,"

"Almost there!" Rose shouted cutting the brunette off, before glancing at Sophie to hyped to take much note of the concern and slight fear in the brunette's eyes, "We're going to do it Soph! We're going to save the Doctor!" she declared just as the console burst open and the blond was bathed in the golden light as the Tardis doors slammed shut. The raw golden power of the Heart of the Tardis streaming into Rose's eyes as the blond stared and all Sophie could do was watch heart in her throat as the engines started and the Tardis began to dematerialize.

Sophie stared at her friend as they flew through the vortex. "Rose?" she asked cautiously and those eyes that had haunted her dreams looked up, meeting hers, that raw power in the golden depths ten times worse in real life.

"I am the Bad Wolf," the blond responded.

Sophie swallowed eyeing the being in the blonde's body warily, "Is Rose Tyler ok?"

"I am Rose Tyler. Rose Tyler is the Bad Wolf."

Sophie scowled from where she stood by the exposed console, "That didn't answer my question,"

"I'll be fine," Rose said with certainty gold eyes regarding the brunette and she tilted her head, "Your fate Lost Lonely Child isn't as certain," she mused, tears beginning to well in her eyes as she regarded her friend, her big sister.

Sophie tensed, "What are you on about?"

But Rose made no further response as the engines began to power down, "It's time," she said and the doors to the Tardis were thrown open and Rose walked forward, the bright golden energy surrounding her and all Sophie could do was follow her towards the door, nervous and scared for the blond that had become her little sister, heart pounding against her ribcage.

The Doctor stared at Rose's silhouette, his eyes wide with fright and concern, "What've you done?" he questioned urgently.

"She ripped open the Tardis," Sophie replied as she stepped out anxiously, hands twisting together as she took in the devastation around them, "I tried, but I couldn't," she rambled a little as the Doctor glanced at her, before focusing back on Rose as she spoke.

"I looked into the Tardis, and the Tardis looked into me," Rose cut in.

"You looked into the time vortex. Rose, no one's meant to see that!" the Doctor exclaimed.

On a screen, the Dalek Emperor stared at the glowing human, that was no longer human in that moment, "This is the Abomination!" it cried.

"Exterminate!" a Dalek cried firing a beam.

"Rose!" Sophie cried only for Rose to lift a hand stopping the beam in its tracks, and forcing it back.

"I am the Bad Wolf. I create myself. I take the words," Rose raised a hand to the sign 'Bad Wolf Corporation' high on the wall, "I scatter them in time and space," the words rose up and floated away and Sophie could only stare wide-eyed as another part of her dreams became clearer, "A message to lead myself here."

"Rose, you've got to stop this. You've got to stop this now!" the Doctor said urgently, but got no response, not even a look from the golden glowing eyes, "You've got the entire vortex running through your head. You're going to burn!"

"I want you safe." Rose countered eyes suddenly turning to him, traces of tears on her cheeks as she saw so much, "The Doctor. Protected from the false God."

"You cannot hurt me. I am immortal!" the Emperor denied.

"You are tiny," the Rose corrected, "I can see the whole of time and space. Every single atom of your existence, and I divide them," she raised a hand again and a Dalek in the centre disintegrated into golden particles. "Everything must come to dust. All things. Everything dies. The Time War ends." Rose declared, and she turned her head to regard the rows of Daleks that were watching her and they disintegrated into the liquid-like golden particles.

"Rose," the Doctor called as he approached her, blue eyes concerned, "You've done it. Now stop. Just let it go." He urged.

"How can I let go of this? I bring life." Rose breathed in a hushed tone. And where he lay lifelessly Jack took a breath, eyes fluttering.

"But this is wrong! You can't control life and death," the Doctor told her.

"But I can and I'm not done yet – there's something else I need to do," Rose declared and she turned to Sophie watching her.

The Doctor tensed as Sophie did.

"What are you…" Sophie began as a small portion of golden light rose up around the blond sectioning itself off.

"Rose, whatever it is don't. Sophie is your friend. Your sister!" the Doctor shouted stepping closer again, hearts pounding fearfully in his chest at just what that energy could… would do to his Annie-Girl.

"And that's why I must," Rose countered and the sectioned off portion shot at Sophie. The golden energy quickly hitting her eyes, and disappeared into her leaving her blinking dazedly as a shiver ran up and down her spine and began to spread swiftly making her knees feel weak and her eyes itch. She staggered, but managed to keep her feet.

The Doctor rushed to her, touching her face with concern as he stared at her, "Annie-Girl, are you alright?"

Sophie slowly nodded, "My eyes kind of itch and I'm kinda tingly under my skin," she murmured as she flexed her fingers briefly before reaching up to rub at her irritated eyes.

The Doctor pulled his sonic scanning her urgently, his heart in his throat, only to blink in confusion, nothing seemed to have changed, everything seemed to be normal, well normal for Sophie. He frowned and turned his eyes to Rose who was still standing just watching them with a satisfied smile, "What did you do!" he demanded to know, his voice hardening.

Rose tilted her head slightly unaffected by his tone as she basked in her success, "Something, you'll thank me for… one day," she said with absolute certainty.

The Doctor stared at her nonplussed and somewhat afraid for the brunette, scanning her again to check on her, only to find everything as it was… what had Rose done! "Then tell me what you did!" he urged as he looked at her again.

Rose frowned however as she became aware of something other than the bright encompassing feeling of the vortex and the knowledge it was giving her, "Why do I hurt?"

The Doctor stilled, slipping his sonic back into his pocket, his hearts still pounding, "The power's going to kill you… and it's all my fault."

"I can see everything. All that is, all that was, all that ever could be."

The Doctor nodded, "That's what I see. All the time. And doesn't it drive you mad?"

"My head," Rose whimpered.

"Come here," the Doctor urged and Rose went to him.

"It's killing me." She breathed and Sophie stiffened again, blue eyes afraid for the blond.

The Doctor smiled sadly, "I think you need a Doctor," he countered and reached up with his hands to touch her temples and the golden light began to transfer as the Doctor pulled it from her, swiftly catching her as she fainted so that he could lower her carefully to the floor, before he turned and exhaled the golden vortex back into the Tardis, before he turned to Sophie, "You still alright?"

Sophie nodded, "Yeah. I don't really feel different. The tingles stopped and everything… what did she do?"

The Doctor shook his head, glancing down at the blond who was still unconscious, "I don't know," he admitted with a slight grimace, before bent and picked her up, "We need to leave," he stated and Sophie followed him into the Tardis. The Ship dematerializing shortly after.

*O*O*O*

"You still feeling alright?" the Doctor asked as he eyed Sophie with concern as they stood by the console, Rose lying still asleep on the grilling by the console.

Sophie nodded, "Yeah. It's like she never hit me with the vortex at all," The Doctor nodded and then grimaced as golden light shimmered under his skin, "Doctor?" she asked with concern.

The Doctor smiled sadly at her, "It's alright…"

Sophie stared at him, heart in her throat and eyes widening, "It's happening isn't it… you're going to regenerate… aren't you?" she asked tears beginning to well in her eyes.

"I absorbed all the energy of the time vortex. No-ones meant to do that – not even Time Lords… especially not Time Lords," the Doctor explained, grimacing as his skin shimmered again as he held it back – determined not to go yet… not whilst Rose was still sleeping. He couldn't do that to her… and he needed to ask her again, about what she'd done to his Annie-Girl and who knew if he'd remember to do so in the aftermath of the change.

Sophie felt her lower lip tremble, despite knowing that he'd only be changed, that he'd still be him… she wasn't ready to say goodbye… a tear slipped free and slid down her cheek and she sucked in a shaky breath, "I… I'll miss your face," she choked out around the lump in her throat.

"What this daft old mug?" the Doctor pointed at his face, trying to make light of it just a little, wanting to see her smile, succeeding in getting a watery one.

"It's a good face… a brilliant face! …Fantastic face!" she corrected vehemently staring at him, blinking away her tears with an effort, refusing to let them obscure her vision.

Sophie stilled as the Doctor's expression shifted, his gaze becoming intense as he focused on her, and she blinked up at him, unsure of what had just shifted, as a tension coiled in the air between them. One that had her shifting a bit, not uncomfortable, but not comfortable either. Her eyes unable to tear away from his, not that she was trying all that hard… or at all… not when this would be the last time she'd see him with this face. A face she'd become so fond of…

"W-What is it?" Sophie asked quietly, finding her voice again.

The Doctor inched a bit closer, his hearts racing as he held back the regeneration energy… he probably shouldn't do it, not like this, but he didn't want to go with regret… not after having felt it's burn so hotly after he'd sent her away. And who knew who he'd be after it was all over… and he wanted to even if it was just this once.

"Annie-Girl… you'll have to forgive me," he murmured lowly, his voice strained.

Sophie blinked again mildly confused, "For what? Lying?" she smiled lightly, "Consider yourself forgiven."

"No, not for lying," the Doctor muttered, "But I'll take forgiveness for that too," he conceded.

Sophie frowned confusion growing, the strange tension she couldn't make heads or tails of making her want to squirm on the spot as her stomach fluttered with odd nerves, "Then what,"

"Annie, I don't have much time," the Doctor cut in skin shimmering again and this time beginning to darken and Sophie fell silent, her eyes searching his questioningly.

He lifted a hand, the skin shimmering again briefly, before he touched her soft curls, hesitating for a moment, highly aware of her soft questioning stare and of how little time he had left and everything that he still wanted needed to do before he changed.

"Ah, bugger it," he muttered under his breath, so low that not even Sophie caught the words, before he leaned forward and pressed his lips to hers in a slow, gentle kiss. A soft sound of surprise escaping Sophie as her heart rate sped up further at the suddenness of it… the unexpectedness and her eyes glazed over as a vision hit. The Doctor unable to keep up the trick he'd been utilizing to trick her visions as his regeneration energy surged inside of him.

From where she was lying on the grating Rose blinked awake sitting up a bit confused. Her eyes landing on the two and she stared for a moment unsure of what it was that she was seeing, for a moment before the fog cleared a bit more and she couldn't help the grin. "Bout bleedin' time!" she murmured, her quiet murmuring going unheard by the two.

The Doctor pulled back with reluctance, but he couldn't linger… didn't have the time… he eyed her a little cautiously waiting for her reaction watching her as her eyes blinked into focus.

"Big hair," she muttered as her eyes refocused on him, her mouth slightly agape as she stared up at him… as she processed the man that had blinked across her eyes, even as she was confused as to why the Doctor chosen to apologize for saying goodbye.

The Doctor blinked another grimace drifting across his face, "Not exactly what I was expecting to hear," he muttered not sure exactly what he had been expecting from the somewhat oblivious brunette, before realization hit him and he gave her a bit of a wide-eyed look, skin shimmering again, "Seriously… how big?" he asked a bit cautiously not sure he liked the image that gave him.

Rose shifted up onto her feet eyeing the two of them with confusion, "Big hair? What are you on about?" she asked drawing their attention and then frowned a bit as she took in their sombre expressions. "What happened?"

"Don't you remember?" the Doctor asked, his voice a bit tight with worry at the prospect.

Rose looked thoughtful for a moment, "No… just… um maybe singing… like there was this song," she shrugged a bit helplessly.

The Doctor grimaced pained, "What about what you did? Do you remember what you did to Annie?" he asked urgently. Hopeful that there would be something.

Rose turned wide-eyes to Sophie, "I did something to you… I…" she trailed thoughtful, "I was at home… No, I wasn't I was in the Tardis waiting for you," she gestured at Sophie, "Then you came and there was this light… I can't remember anything else – what did I do?" she asked concerned.

The Doctor exhaled a disappointed breath and grimaced in pain once again… he didn't have enough time to press further as much as he wanted to… he eyed Sophie who still seemed completely fine despite being hit by time vortex energy… and the scans had been clean… damn it he was really starting to hate not knowing things when it came to Annie-Girl.

Rose frowned as she moved a bit closer concerned as she took note of the Doctor darkening skin, the glow shimmering beneath it, "What's happening?"

"The Doctor's doing his Time Lord trick," Sophie replied quietly as the Doctor grimaced again hunching slightly.

Rose blinked, "What Time Lord trick?" she asked still confused.

Sophie blinked in return surprised, before she turned to the Doctor, "You didn't tell her?"

"Tell me what?!" Rose demanded to know, becoming a bit fretful at the Doctor's obvious pain.

The Doctor straightened again, "She didn't ask," he defended.

"I'm asking now!" Rose said a bit waspishly.

The Doctor grimaced again, "I was going to take you both to so many places," he gave a short laugh, the two women staring at him one sadly one still confused, "Barcelona. Not the city Barcelona, the planet Barcelona. You'd both love it," he grinned the action strained, "Fantastic place. They've got dogs with no noses. Imagine how many times a day you'd end up telling that joke, and it's still funny." He gave another short pained laugh.

Rose stared at him, "Then, why can't we go?" she asked her heart beating faster with growing concern.

"Maybe we will, you and Sophie… and me… but not like this,"

Rose stared at him, "You're not making any sense," she glanced over at Sophie who was still staring at the Doctor sadly tears beginning to streak down her cheeks slowly.

"I might never make sense again," the Doctor replied, "I might have two heads or no head… wait, no that's not right, because apparently I'm going to have 'big hair'," he nodded at Sophie.

Rose glanced over at Sophie again perplexed, "What's he on about?"

Sophie swallowed thickly as she forced herself to find her voice again, "He's going to change."

"Change?" Rose parroted still confused as she turned her gaze back to the Doctor eyeing him dubiously.

"Yes. Change," the Doctor gritted out, "But it's bit dodgy this process. You never know what you're going to end up with," he was blasted back by a burst of golden regeneration energy and he hunched over as if he'd been punched.

"Doctor!" Sophie called as she moved for him, Rose only a hesitant step behind.

"Stay away!" the Doctor said urgently.

The two stopped and Sophie fought the urged to twist her hands together anxiously. He hadn't said anything about it being like this… about the pain it caused… he hadn't said much of anything about it after he'd initially told her about it.

"You both need to stay back," he said more gently, "This process is, can" he corrected, "Also be a bit uh… explosive you could say. You don't want to be caught in it."

Rose stared at him wide-eyed still, "Can't you do something to stop it… to not change?" she asked.

The Doctor shook his head, "Can't process is started – gotta see it through. But before I go… Sophie, Rose… I just want to tell you both, that you're fantastic," his gaze shifted from one to the other as they stared at him, eyes lingering on Sophie's tear streaked face, "Absolutely fantastic. And do you know what?" he gave them a final smile, "So was I?"

The Doctor's head was thrown back as the building golden regeneration energy burst from him and Sophie and Rose staggered back a bit at the power behind the explosion of energy. The two staring as his features slowly morphed into a new man before their eyes.

Sophie swallowed as the light began to recede and the man she'd seen briefly in her vision was left behind… he staggered forward slightly, but managed to keep his feet under him as he righted himself. His gaze landing on the two women who were staring at him.

"Hello!" he said mildly confused for a moment as his brain tried to sort itself out after the explosive regeneration, "Ok. Ooo," he muttered distracted by the strange feel of his new mouth running his tongue over his teeth, "New teeth. That's weird," he grinned at his companions, "So, where was I?" he asked them, but then spoke again before either could even take a breath to form a response, "Oh, that's right. Barcelona."

A/N: I can hardly believe that this fic has reached its final chapter. I don't think I've ever completed a fic this fast before ever! I'm not sure yet when the next instalment of The Lost Girl Chronicles will be posted, but with the rate I'm going at the moment… I'm sure it won't be long.

And as sad as I am to have to say goodbye to 9. I'm really looking forward to beginning the 10th Doctor's journey and exploring the relationship between him and Sophie Connolly.

Thanks again everyone for all your support!

Frosty600.