Sarah shivered, despite continuing to laugh, as she and the Doctor entered the TARDIS. She would be glad to see the backside of Antarctica after everything they'd been through with the Krynoids and Harrison Chase.

The Doctor went straight to the console, flicking switches, pressing buttons, and pulling levers. Sarah watched for a moment, but couldn't stop shivering.

"Are you trying again for Cassiopeia?" she asked.

"Hmm?"

"Cassiopeia. Vacation. Remember?"

The Doctor frowned, pushing his hat to the back of his head and mumbling. "Coordinate program was already cancelled. That doesn't make sense." His voice dropped into grumbles Sarah couldn't pick up on. The next thing she knew, he dropped down below the console, popped open a panel and practically disappeared.

Sarah walked around to where he was and spoke to the legs sticking out of the console. "This looks like this might take a while, I've got to warm up. I'm still freezing."

"Good, good," came the mumbled reply.

With a smile and a shake of her head, Sarah made her way back to her room. After changing into an oversized sweater, warm sweat pants, and thick fuzzy socks, she decided to do some exploring.

Over the years, Sarah felt that she and the TARDIS had come to an understanding. Sarah didn't normally try to find a specific room, she just let the TARDIS lead her to where she most wanted or needed to go. That was the beautiful thing about an empathic ship. The TARDIS knew and seemed to indulge her. Sarah smiled. She loved that about the TARDIS.

"So, what do you want to show me today?" Sarah asked, before beginning to wander through the corridors.

After several turns and multiple hallways, Sarah found herself at a broad double-door. Opening it, her eyes widened as she took in the sight before her.

"Oh wow," she said appreciatively as she crossed the threshold into what looks like an outdoor living area. There were comfy chairs and couches arranged in small semi-circles, facing a railing that upon closer inspection overlooked a massive deck and grassy yard.

The "sky" was a dark burgundy with stars punctuating it. Sarah looked for any identifiable constellations, but didn't anything she recognized. A slight breeze blew through the area, while fairy lights gave the area a soothing glow.

In the background, Sarah could hear water, like lapping waves, but she couldn't figure out where it was coming from. She walked over to the railing and looked out, but the dim light didn't reveal anything.

She sat down on one of the sofas and just closed her eyes, letting the sound and breeze blow over here. With each passing minute, her muscles seemed to relax further.

"Gorgeous view, isn't it?" the Doctor's soft voice came from the doorway.

"Where is it supposed to be?" Sarah asked, not opening her eyes.

"No where specific." His voice had shifted closer to her. "You're not even looking."

Sarah opened her eyes to see the Doctor standing in front of her. "I did earlier, I was just relaxing." She gestured around. "How is this nowhere?"

"I had the TARDIS cherry-pick things from different places. If I wanted it to reflect a certain place, I could've just gone there. I wanted someplace I couldn't go outside of here." He plopped down next to her and propped his feet up on the coffee table in front of the sofa.

"Did you get the TARDIS repaired?" Sarah asked.

"Near enough." He looked around. "You know, I'd almost forgotten this place existed. I haven't been here in several lifetimes."

"Maybe she thought you needed a break. I'm thrilled she led me here."

The Doctor nodded. "You have had a rough few days."

"We both have." Sarah turned to him. "Thank you for getting us out of there."

He put an arm around Sarah's shoulders and drew her close. "I sometimes think humans are more terrifying than Daleks." He pressed a kiss into her hair. "So unpredictable. Stupid humans."

Sarah snuggled into his side. "And yet, I'm human."

"Ah yes, but you're different." With his free hand, he unwound his scarf, throwing it to one side, and dropped his hat into his lap. "Totally due to my influence of course," he said with a large grin.

Sarah picked up his hat and smacked his chest with it. "Nonsense."

He moved the hat out of the way, then sat up straight and shifted so he was looking at Sarah, taking her hands in his. "I hate what happened to you, Sarah. I was so close to seeing you turned into a Krynoid."

"And yet you jumped through a skylight to save me. Thank you." She smiled, but it didn't go to her eyes. Despite not admitting it aloud, she had been terrified. Even after the Doctor distracted Chase, she'd been much closer to death on this adventure than she had been in a long time.

He reached up with one hand and brushed her cheek with the back of his fingers. "I meant what I said earlier." His eyes locked on hers. "You're my best friend."

His gaze was so intense, Sarah felt herself wanting to shrink back from it, but didn't. This was a centuries-old time-travelling alien opening up about his emotions in a way she'd not seen before. She tried to figure out what to say in return. "Thanks," she finally whispered, squeezing the one hand that still held his. "You're my best friend too."

He leaned in and kissed her forehead, then flopped back and faced forward, breaking all contact and folding his hands over his stomach. "Oh that's such a relief. I thought you might not feel the same."

Sarah knew that humans tossed around the term "best friend" a lot, but the thought occurred to her that it might not mean the same for her Time Lord. "Doctor, what does 'best friend' mean for Time Lords? Is it different than for humans?"

He glanced at her. "Hmm? I shouldn't think so. No need to worry about it."

There was more there, she just knew it. "Doctor?"

He took a deep breath. "Yes, probably. Time Lords are very particular about who they form relationships with, you know that."

She scooted back and turned to face him, pulling her legs up and sitting cross-legged. She leaned and propped her elbow on the back of the sofa and rested her head in her hand, watching him and waiting. "Go on."

He didn't look at her, but finally admitted, "As a Time Lord, we're not prone to trivial attachments, so we're taught to keep everyone at arms length. In a way, it's a protective measure, because we live so much longer than most species. In another, it's cowardly. It means that we've been ingrained to not feel, to not get involved."

"And yet you have lots of friends, and are constantly involved."

He continued. "In all my years since I left Gallifrey, I've had friends and travelling companions. They've come and gone, and I've cared for them all, but none of them were my best friend. There's a difference." He finally glanced her way and saw the way she looked at him. He shifted so he was again facing her. "You got past my defenses, Sarah. When I see you in trouble, my hearts constrict. The thought of something happening fills me with dread." He closed his eyes and bowed his head. "I have feelings, Sarah Jane, feelings for you that I can only best describe as an attachment."

Sarah reached out and took his face with both of her hands and lifted his head so he was looking at her. She couldn't stop the tears that lingered on the edges of her eyes, just shy of falling. "Me too," she whispered, smiling. "My silly old Time Lord. I'm definitely attached to you."

He reached up and put his hands over her wrists as she continued to hold his face. "My Sarah Jane." He leaned forward, his forehead touching hers as they each closed their eyes and relished their closeness.