Some say that when you are about to die, your whole life flashes before your eyes. For a Timelord, that in of itself would take a human lifetime. Amongst the Timelords many would say you would re-live your most favorite moments before your death. The doctor had always figured this would happen before one regenerated as well, and had always found it to be true, reliving the favorite moments of the said regeneration before the next came on. Last time after the world had gone black he had seen himself and Rose dancing slowly above a war stricken England. Jack had already retired for the evening, and he had her all to himself as they swayed slowly to the crackling radio music. The smell of her blonde hair and the gentle sound of her voice were the last things he saw before his world went completely black, and he woke up a stranger in someone else's badass leather jacket.

Now as his body lay unconscious, his mind once again returned to Rose Tyler.

She was sitting on the dilapidated seat in the middle of the Tardis control room. The machine hummed around her. He had been quietly watching her from the living quarters doorway, hidden from her view. She was safe, he was safe, he had not expected for both of them to survive their encounter with that impossible planet. Forces that were at work there were older than his people and that scared him. But not as much as the idea of losing her. Companions had come and gone, but Rose was the first one who said "forever," and he found himself wishing it was true.

Her bright blonde hair was still slightly damp from a shower, and she had changed from the jeans and pink shirt she had worn during their ordeal to a long, loose red tank top and a pair of black leggings that hugged her hips. His vision trailed down her body stopping at her freshly painted red toenails which were dangling in the air. She held a cup of tea in her hands under her chin, smelling its vapor. The buttons on the Tardis had distracted her, and she seemed lost in thought staring at their sequential blinks.

"Penny for your thoughts?" he asked, emerging from the dark doorway. Rose jumped; unaware he had been watching her. He walked over to her, his dirty trainers the only sound besides the breathing of the Tardis. Rose was unnaturally silent, but once he reached her she looked up at his grinning, yet concerned face and couldn't help a small smile.

"Mmm, don't think I'll be needin' American change anytime soon. It's pretty useless most places we go," she mused.

He laughed, expecting Rose to join in as well; her laughter was always like music to him. However, Rose Tyler was silent, staring up into his brown eyes with a piercing gaze. He nervously ran a hand through his hair, messing it, the other smashed into his pocket, where it usually went when he became uncomfortable. "What?" he asked, an eyebrow raised, his grin subsiding.

She looked away for a moment, setting the tea down beside her, before looking back at him, her teeth nibbling on her bottom lip. Her lips were pink with lip gloss, and he could smell the cherry flavoring from where he was standing. She inched forward on the seat, pulling herself forward with her hands which were now placed on the edge of the seat between her legs. He gulped, a few more inches and she would have scooted right into him. She was so close she had to tilt her head up to meet his gaze. "I almost died today," she whispered. Her voice was so low he could barely hear it. "And I... I thought I lost you. I thought you were dead." Her voice cracked, and her hazel eyes were beginning to glisten with the promise of tears to come. She inhaled sharply.

The Doctor stared down at the distressed girl before him; dealing with emotional women had never been a strength of his. He mustered up a grin, but kept his voice low, far from his usual forms of verbal communication which usually involved loud and jubilant exclamations. Both of his hands were now balled up inside his pockets. "Oh come on then," he muttered. "It wasn't that bad, you saw your first black hole, we found an untranslatable language, got some exercise in, and solved a mystery. It was like an episode of Scooby Doo, but in space with Ood... and neither of us are a talking dog, brilliant concept the talking dog, you humans won't perfect that for another 300 years or so..." Rose frowned her cherry flavored lips. It was so easy for him to dismiss the distress that comes from this lifestyle. She sighed when he mentioned Scooby Doo; a random pop culture reference always sent him into a dizzying fact filled rant. These rants were usually quite fun to watch unfold, but now was simply not the time. A tear escaped from one of her eyes, trickling slowly down her cheek. The Doctor stopped his babbling which had transitioned into the physical makeup of a dog's voice box, his face immediately serious. "Rose?"

"It's just that when I was watchin' that planet fall, I thought..." she choked the words out between a few sobs, tears falling now from both eyes.

"Rose," he murmured, leaning down, closer to her face. "I've been in tighter spots than that one there, really, you don't have to get so upset."

"I know," she sobbed and took a deep breath, trying to still her shaking frame. The Tardis hummed, and they were both silent for a moment, staring into each other's eyes. "But it felt different this time. I kept thinkin' there was so much we still had to do, so much left unsaid."