Author's Note: To those about to begin a few notes. First, this is a side fic of "Minato Namikaze and the Destroyer of Worlds" but really more of a spin-off of "Finishing the Hat" so if you haven't read either of those you'll be a bit confused. Second, this is NOT CANON.

She was holding a silver pocket watch.

Compared to everything else, that felt like a small detail, but somehow it stuck with Obito even later.

The woman who appeared out of nowhere, only accompanied by the sound of a revving engine, stepping out of a black doorway that had suddenly appeared in the wall of the cave, didn't look at him or even her surroundings, instead, she'd pulled out a gleaming silver pocket watch.

And she'd just stared down at it, not like it was just something she'd dug out of her pocket, but like it was something that would decide the course of the rest of her life. A single, small, object that would change everything if only she had the courage to plunge.

It was almost like watching a play, Obito thought, where a single lone character walks in from backstage for the first scene of the first act. Like there was some unseen spotlight hanging over her head. This would be the moment she'd look up and face the black pit of the audience and tell them why they were here. Except she didn't, she just kept staring at the watch, like it was the only thing that could possibly matter.

The thing was, it didn't feel like something out of a dream, it was too strange for that.

Obito had spent much of the past few months dreaming, allowing his mind to wander and escape the bleak reality of the cave, the Zetsus, and Madara. It was usually someone he knew, Rin transported through time and space to visit him with tea and a homemade bento, Minato-sensei dropping by to give some advice, even that bastard Kakashi made the occasional appearance both with Obito's borrowed eye and without it.

There was no hint of them inside the woman.

Not any hint of Konoha whatsoever given her strange, civilian, foreign clothing. She wore a large and dark overcoat, one that looked as if it had been designed for a much taller and broader man, this was contrasted by an off-white loose shirt, and a large red scarf. Her hair was long, a vibrant golden red, with the volume and texture of the Uchiha's. Her skin, similarly, was as pale as any of his cousin's.

She didn't dress or look like any half-way decent shinobi, and yet, she had the presence of one.

Obito wasn't a sensor, not like Minato-sensei, but he didn't have to be to feel the potency of the chakra coming off the woman. That invisible something that would draw even the eye of a civilian, though they, of course, might mistakenly label it as charisma.

Or perhaps it was that somehow, out of absolutely nowhere, she'd appeared inside Obito's small world.

He didn't know how long it took him to recover, to remember where he was, what he was looking at, and what it meant but as soon as he did he tried to lunge desperately forward (not getting much of anywhere thanks to the rock he was chained to and his constantly depleted chakra), "Hey!"

She looked up.

Her eyes, they were green, but eyes weren't supposed to be that kind of green. He knew, coming from him with the sharingan, that felt like the pot calling the kettle black but all the same he thought it. That human eyes weren't supposed to be that color. They weren't supposed to glow like that.

"Hey, please!" he breathed, eyes now darting to both ends of the cavern, watching for signs of life, "You have to help me!"

Madara appeared to be away, either deeper in the caves, somewhere rotting in the dark where the smell of mold was strongest, or else out and about in the real world like a spirit of malcontent. Black Zetsu could be out with him, likely was, as Black Zetsu seemed to have… Obito wasn't sure whether he'd call it an agenda, he did seem to work for Madara after all, but he seemed the one who was tasked with real work. The other Zetsus though, they were always nearby, guarding both Obito and Madara's crypt.

He didn't know how far their loyalties extended just that, given everything, he was going to be pessimistic and say that they too belonged to Madara.

The woman slowly, painfully slowly, put the watch back into her coat pocket.

"Don't just stand there! We have to get out of here! If he finds you here he'll—"

It was too late, that familiar rustling, like leaves high in the branches of trees, sounded. Obito turned his head, it was the wrong Zetsu. The White Zetsus, those could be reasoned with, they had personality and feelings, and for all that they kept him prisoner they seemed to like him well enough. Black Zetsu seemed, at best, amused by Obito's presence, as if he found Obito's wretched state entertaining.

Its face, that smooth black face with almost no features, split to reveal too many teeth for a human mouth. A grin.

He flew towards the woman at speeds a civilian wouldn't be able to process. However, just as quickly, there was a flash of metal in her hand, a small metallic click, and Zetsu exploded. Chunks of black ooze rained down, scattering the cave like ash, but as soon as it touched the floor it began to wilt, crumble, and decay back into dirt.

And then it was just Obito and the woman.

Obito fell silent, just staring at the ground, at those few visible chunks of Zetsu left. His mouth felt unbearably dry, his heart was hammering, but at the same time he felt as if he had to be dreaming because this didn't happen.

The woman sighed and, painfully slowly, sat down across from him, leaning against the cavern wall for support. Once again, digging into her pocket, she brought out the pocket watch, staring at it dully.

"What the hell was that?" Obito finally asked.

She looked up again, "Sonic detonator."

"Sonic what—"

"It's not really sonic," she said, stowing the watch back into her pocket, folding her pale hands neatly together on her lap as she calmly explained, "It doesn't always emit or manipulate sound or even light waves. That's just what the technology's been called so long that we haven't bothered to call it what it really is."

Her voice was very clear, very calm, in a way it reminded him of Minato-sensei when he was explaining some jutsu or another for the first time. Not only was there a sense of authority to it, inherent knowledge, but a calmness that defied any setting she happened to find herself in.

Such as a cave with Obito and plant zombies.

She then looked towards the few scattered remains of Black Zetsu and then back towards Obito, "Where's the original?"

"The what?" Obito asked.

The woman just nodded again towards what was left of Black Zetsu.

"The Varga," she said calmly, like that word was supposed to have some meaning to him, "Your friend here is very far along, and we're very far from Skaro, so where's the original?"

"I don't—" Obito paused, then looked back towards the interior of the cave, "The others, the other Zetsu, are—"

"What do they look like?" the woman asked, cutting him off, and looking oddly intent.

"Look like?" Obito parroted, feeling as if he really had stumbled into a dream. Instead of begging to escape, fighting for his life, it felt like the only thing left to do was just go along with it, "Well, they look almost like people, legs, arms, two eyes… They're completely white though, like they're made from white vines and—"

The woman didn't wait for him to finish, there was that flash of metal in her hand again, the click, and then a sudden inferno in the depths of the cave system. Fire poured out, burning hot and bright, and just as suddenly gone leaving an overwhelming silence behind.

At his blank stare she only said, "They were too far along."

"What the hell does that—"

"When the Varga poisons the host a metamorphosis begins," the woman said, as she once more placed the metal clicker, the sonic detonator, back into her pocket, "First, the host becomes homicidal, then they start growing white hair, and then they start taking commands from the Varga itself and begin the process of assimilation. Depending how early you catch it, how much poison is in your system, there's a certain point of no return. From your description, your good friends the… Zetsus, were a hop, skip, and a jump from the final stage of turning into Varga themselves."

She offered no apologies, no further explanation either, instead slumped back further against the wall and let her head fall back and her eyes drift shut. Apparently, content to leave Obito completely confused and chained to a rock.

"Who are you?"

An unnaturally green eye cracked open, dissecting him piece by piece, and instead of answering she noted, "I didn't check the coordinates."

"What?" he asked blandly in turn.

"The coordinates, I didn't check them, didn't have time. Only had the time for one, last, desperate gamble—" for the first time she looked around the cave, letting her strange eyes wander over it, "But I suppose it doesn't matter now."

Obito opened his mouth, about to ask what the hell that meant, and then closed it. He had the dawning feeling that any answer he did get wouldn't be an answer at all. Instead, maybe this was a good time to take stock of the situation.

Obito was in a cave, the cave, the cave system he'd been dragged into by Madara and company after the cave in during the Kannabi bridge mission. He hadn't been awake for that part, had been half-dead, no he'd only woken up afterwards with his body half his and half… He didn't know, only that whatever had patched him together didn't look or feel like skin.

Regardless, Obito was still in the cave, still missing an eye, still cold, aching, and just on the tipping point of chakra exhaustion.

The difference was that Black Zetsu was dead, the White Zetsus were probably dead, and Obito was now sitting down and chatting with their foreign fashion-challenged civilian murderer.

He was either dreaming or this was a genjutsu. A genjutsu that he didn't have the chakra to break out of without killing himself. Which meant there was only one thing to do. Go along with it and hope that Madara got his kicks and giggles out of the way early.

"Well," Obito said, leaning against his rock and trying to get comfortable, "I'm Uchiha Obito, chunin of Konohagakure, and this is my lovely cave."

The woman glanced at their surroundings, eyebrow raising, "I can see that."

"Yes, it's a great cave," Obito said, as if he really, truly, did love this place in the depths of his cold black heart, "I never have to worry about the weather, or the heat, or the sharingan, I just get to sit here until I either agree to Madara's terms or he gets frustrated enough to kill me."

He nodded at her, "Or you get frustrated enough to kill me."

She blinked once, then twice, and for the first time looked truly flustered, "Oh, I'm not—"

She paused, started again, "I have nothing against—"

Finally, she seemed to give up, and said solemnly, "If I'd had a choice, Uchiha Obito, I would have never come to this place."

Now it was his own turn to raise his eyebrows, "Well, I can't say I blame you, but it's pretty easy to miss a cave. If you didn't want to come here then—"

"I mean that wouldn't have come to any world inhabited by mankind," she interrupted, her eyes hard and dark on his face. Suddenly, Obito felt… Not as if he'd personally done anything, but a cold creeping feeling that this woman saw him as a representative of humanity, and that he was lacking.

She turned her face away from him, towards the depths of the cave, "But I had no choice. There was only that bright light, the shifting of the time stream, and then Gallifrey was—"

She cut herself off, sighed, and then looked at him, "He was notoriously fond of humans, you know. Very fond of female humans at that, travelled around with them all the time, calling them companions."

"He?'

"The Doctor," she said, giving him a wry look.

"Doctor who?"

Her smile grew, as if Obito had been unintentionally witty, "Exactly."

"Alright," Obito said, "And what's your problem with this Doctor."

"Nothing, for a long time anyway," she said with a sigh, "He's much older than I am, fought in the war for much longer than I did, and he's very famous. Sure, he skirted the council's wishes more than once or twice, but who hasn't wanted to get away with that? And if he had an odd fondness for Earth well then at least he had a fondness for something. Regardless of his quirks he's saved our asses time and again throughout the war. I—"

She stopped, the color drained from her face, "And then he destroyed us."

"What?"

"Gallifrey, the Daleks too I suppose, everyone and everything caught in the jaws of the Time War now gone. Erased from all time and space to become little more than memories of legends across all the worlds. Now there's nothing."

Obito was silent for a moment, and then he found he just couldn't help himself, "You know, for an illusion, you're really doing a terrible job of convincing me."

"What?" she asked blankly.

He gestured towards her, "I have to give you credit, you have imagination, what with the chakra, the outfit, and the made up words. That said, I really would have preferred a visit from Rin if we were going to stoop to this."

Her eyes narrowed, chakra flaring around her, "I'm not stooping to anything."

"Come off it," he scoffed, "Gallifrey, what even is a Gallifrey supposed to be? It sounds like a type of cheese."

"You mock what you know nothing about!" she hissed, leaning forward, and maybe in some other situation he'd be intimidated but as it was the sight of her getting angry at him just made him all the more pissed off.

"I mock the fact that you think I'm some kind of moron," he spat back, "I may have been dead last, but I'm not stupid. So why don't you stand up, stuff your fancy watch back into your pocket, and just disappear back the way you came."

She didn't, instead she kept leaning forward, staring at him as if he was a bug under her microscope. He ignored it, if he didn't give her, it, what it wanted then it would go away and leave Obito alone to his hell-cave.

He really tried to ignore it.

However, Obito had never been renowned for his patience even in the best of circumstances and broke in two seconds, "What is it?"

"You're infuriating," she said this like it was a grand epiphany.

"Thanks," Obito bit out but she didn't seem to be listening to him.

"How does he stand you people?" she asked herself, "You're like little flecks of dust, tiny insignificant moments, that scream at the top of your lungs and expect someone to pay attention to you."

He laughed at that, a harsh raw thing, "Well, for someone who says something like that, you've paid an awful lot of attention tome so far, haven't you?"

She opened her mouth, closed it, and couldn't seem to disagree.

Obito sighed, "Look, lady, I have had a really bad—" he tried counting, tried to figure out exactly how long it had been, "Couple of months here, and I'm tired. On the off chance that you are, somehow, a real actual person, can you please get me out of here?"

"Get you out of here?" she asked and Obito jangled his chain noisily for emphasis.

"I assume you're leaving, and it's no skin off your back to drop me off on the way, Konohagakure nice but I would really just take somewhere that's not a cave."

Then his expression softened, some of his true feeling, true desperation bleeding through, "Please, I just want to go home."

For a moment she did nothing, then she stood, dug into her pocket, and pulled out her metal clicker. Obito flinched, but instead of blowing up, the chains around him disintegrated. He fell forward with a laugh, moving away from the rock just to prove that he could, unfortunately he crashed straight into her.

She prevented him from falling, steadying him, and then slowly guided him towards the wall.

Obito's head turned towards the entrance to the caves, pointing towards them, "Hey, the exit is—"

A black doorway appeared in the stone out of nothing, the woman pushed through, stepping inside and taking Obito in with him. Instead of the inside of bedrock, or instead of nothingness, Obito found himself in a strange chamber. It was a wash of colors, blue, green, and gold everywhere, filled with buzzing alien instruments, and chakra soaked into nearly everything.

"Yes," the woman said as she moved towards the center of the chamber with a practiced efficiency, "It is bigger on the inside."

Obito swallowed, craned his head as he wandered in, and said quietly, "I wasn't going to say that."

She was now busy pulling levers and flipping switches, again moving with that practiced efficiency, "What is this place?"

Here she looked up, and for the first time, a smile touched her lips, "This is my TARDIS."

Oh, he could punch her in the face right about now, "And for the uninformed what, exactly, is a TARDIS?"

She pulled one final lever, the entire chamber began to hum, the lights flickered, and her smile became a grin, "It's a time machine."

Obito was no stranger to fast travel.

He'd witnessed shunshin even if he'd never managed it himeslf, Minato-sensei had been working on recreating the nidaime's hiraishin for ages, and getting from one place to another more quickly than civilians thought possible was not that hard of a feat.

This wasn't like that.

Even contained in a dimly lit room he could feel the massive amount of power this took, the kind of power that couldn't come from just one person or even ten, and he could again feel time and space ripping by him.

And just like that it was over and Obito was stumbling forward, pushing open the door, and vomiting in front of… In front of Konohagakure.

"Holy shit," he said in wonder.

They weren't too close, a few miles yet, but they were on the main path and he could see it there in the distance.

"I believe you mean, 'Thank you," the woman said, coming up to stand beside him, "And you're welcome."

He took one step forward, then another, feeling like it couldn't be real, like it really was all just a genjutsu and a trap. This would be the moment, the moment Madara would break it and laugh in Obito's face, but nothing happened.

And he was…

For a moment he was petrified. The idea of returning, of going home, filled him with terror. It didn't make any sense, he'd be home and things would be better, but all the same it grew.

He turned back to the woman.

She was leaning against a sturdy red wood just on the side of the road, at his confusion she nodded towards the tree and said, "Camouflage."

Right, Obito wasn't going to touch that.

Instead, he said, "The time machine, it can go anywhere, right?"

"Almost anywhere," she responded with a shrug.

"But it can come here, two seconds from now, or right after this moment."

"Yes?" she asked, cocking her head like a bird's.

He took a deep breath and then blurted it out, "I want to go with you."

He took a step back towards her, "I want to come back to this moment, later but… I want to see what Madara was like before all this, when everyone knew he was alive, I want to see what made him this."

She crossed her arms, her eyes narrowing, and asked, "And why should I do that?"

It was pure speculation, something deduced of only a few minutes in this strange woman's company, but he blurted it out just the same, "Because you wouldn't have offered me a lift in the first place if you hadn't meant for me to come with you."

And that was how Obito became the companion of a Time Lord.

Author's Note: Because someone once suggested that Obito and Lee were essentially The Doctor and companion and I finally took the bait. Not sure when I'll get around to updating this one, probably on the side here and there, but hopefully it shouldn't end up too long.

Anyways, thanks for readng, reviews are appreciated.

Disclaimer: I don't own Doctor Who or Naruto