The Series 3 AU with Rose continues! This is a sequel to my stories from "The Girl in the Stalking Spaceship" through "42" (but without "Through the Gloom and Doom").

Dedicated to bite-me-im-irish for the forty-second review for "42" (I just couldn't resist), and to Luna Lovegood5 for first getting me thinking about an AU "Human Nature" way back when - or, I should say, "Once Upon a Time".

Beta'd by Anjirika. Thanks so much!

Disclaimer: Surprise, surprise, I don't own Doctor Who (or Harry Potter, or Star Trek). Nor do I get anything from writing these stories - except wonderful, constructive reviews! Wink, wink; nudge, nudge ;)

Chapter 1 - Out of Time

This is actually kind of nice, thought Rose, as she tucked her legs up underneath her on the sofa. She wriggled back into the cushions and repositioned the book on her lap.

This was only the first of several books the TARDIS had recommended for her, but still, Rose was rather proud to be even halfway through it. Temporal physics wasn't easy, even for someone who had traveled with the Doctor for as long as she had.

The traveling was a blessing and a curse. She loved every second of it, but their life didn't leave much time for study. More often than not, Rose slept away their relative time spent drifting in the timelessness of the Vortex - eight hours or so on his own was more than enough time for the Doctor to think up or stumble into another adventure. And although Rose had always been a quick learner, she'd never been a patient student. One glimpse of the Doctor's face with that twinkle in his eye telling her he had someplace wonderful planned, and all thoughts of spare time, and questions, and book learning flew out the proverbial window. It just never seemed like the right time to ask for an explanation of how the TARDIS worked, while in the midst of holding on for dear life or stepping out into a fantastic new world.

So it was that Rose wasn't finding it too difficult to adapt to the Doctor's enforced "taking it easy". The library had lots of comfortable corners, a warm fire in the hearth, and more books on more topics than Rose could ever have imagined. The only thing it was missing was the Doctor himself.

No sooner had she thought this, than Rose heard the Doctor enter the library. She quickly slipped the physics book behind her, replacing it with the fifth Harry Potter book. Opening to a random page, she glanced up at the Doctor to try and see if he had noticed.

It seemed that he hadn't, as he went straight over to the fire without comment. It didn't need any tending, of course, but he appeared to be checking the temperature. For the past day or so, he had been doing his best not to constantly hover around Rose, which is to say he had been hovering but pretending not to. Rose smiled at him over the top of her book, knowing that the self-imposed domestics had to be making him stir-crazy. Still, he was being so sweet...

The Doctor straightened from the hearth, turning to meet Rose's gaze at last. "Comfy?" he asked.

"Fine, thanks," Rose replied. "Just catchin' up on some readin'."

He looked at the book and smiled. "Order of the Phoenix. You mean the movie wasn't enough for you?"

"Plenty of time to kill, why not?" Rose asked, innocently.

The Doctor brought an afghan over from an armchair to drape over her shoulders. "So who gave Harry the gillyweed for the underwater challenge?" He asked, just as innocently.

"Wha -" Rose began, then realized he was talking about the last movie - er, book. "Neville," she told him.

"Uh-huh," he said, reaching down behind her back and retrieving the physics book. "Dobby, actually," he said, as Rose twisted around to try and grab the book. "They changed it in the movie... temporal physics?" he asked.

Rose sighed as she sat back against the couch cushions, blushing. So much for his not noticing.

"Rose?" he asked again, coming around to sit beside her.

"Yeah?" she answered.

He glanced to the book, then back at her. "What are you looking for?" he asked, handing over the book.

She took it, not meeting his eyes. "I wasn't lookin' for anythin', just tryin' to learn a little," she admitted. She risked a glance, but Rose couldn't quite read his smile.

He nodded towards the book. "That's a good one," he said. "But you only had to ask," he added.

She bit her lip before replying. "Well, yeah, but when I did, you just gave me enough to get by," she told him. "Flyin' the TARDIS is just 'push this button here' or 'turn that dial three quarters clockwise'. I wanna know why an' how an' all that."

He was positively beaming at her, now, and even though Rose half-expected some sort of condescending comment at any moment, she felt herself smiling back at him.

Fortunately, instead of patting the little human on the head, like she had feared, the Doctor slid in closer, pulling her next to him with an arm around her shoulders.

"In that case," he began with a grin, "do you feel up to another lesson?"

She looked at him. "TARDIS drivin'?" she asked, hopefully.

He nodded. "And we'll take it as slowly as we can without careening too wildly off course, and you can ask as many questions as you can think of."

"Sounds nice," she answered, smiling right back at him and wondering now why she hadn't just asked before. "And do we get to go outside when we get whenever we're goin'?" Here she was, getting swept away again at just the thought of something new. No wonder she'd never bothered with A-levels.

"I love it when you talk fourth-dimensionally," the Doctor told her with a sitting, one-armed hug. Then he was on his feet, holding out his hand to her. "Allons-y!"

Although the Doctor had still done most of the work in piloting the TARDIS, for the first time Rose felt like more than just an extra set of hands. At one point, he had even asked her opinion about which path to take.

True, the Doctor had needed to jump in at the last minute when they had hit a "bump" as he put it, but for the most part, it had been smooth sailing. They even landed smoothly, which surprised them both.

As they headed down the ramp, Rose got another surprise. Instead of picking up his overcoat, the Doctor shed his suit jacket and tossed it aside over the railing. "Is it really that hot?" Rose asked.

"It's not the heat, so much as the humidity," the Doctor told her, then opened the TARDIS' doors, proving his point at once.

The Doctor took Rose's hand, eager to look around. It wasn't every day when treating her to the marvels of the universe that he got to show off the results of his own handiwork. "Welcome to fifty-second century Villengard," he introduced as they stepped into the jungle heat. "Former weapons factory, now this corner of the galaxy's largest banana... grove... or, it should be," he finished, weakly.

"Not Villengard?" Rose asked with a teasing smile.

He supposed he shouldn't be surprised that she wasn't surprised. The Doctor looked around. There was no sign of a grove. There were a few banana trees here and there, but they had thrived on the planet since it was first terraformed. He also noticed a large building in the clearing just ahead. "It's Villengard, but it's just a little before fifty-second century Villengard," he admitted.

Rose had spotted the building as well. "Guess I can't hold you entirely responsible for goin' off course, this time," she allowed with a grin. "So, when are we?" she asked, tugging him on towards the structure.

"Fifty-first century," he said, walking along beside her. "Before I was here last time," he added.

"So's this the weapons factory, then?" Rose asked. They had come to an unmarked door in a drab, grey wall. "Shouldn't there be, I dunno, guards or somethin'?"

"Automated exterior security," the Doctor answered, looking around them just in case. "The TARDIS wouldn't trip the upper-atmospheric sensors, though, would she?" he asked, tapping gently along the handle-less door.

"So nobody knows we're here... yet," Rose concluded, slipping her sonic screwdriver from her jeans pocket with a sly smile.

The Doctor grinned back at her, then stepped aside to let her sonic the door open where he'd discovered the latch.

She bent to her task, tucking her humidity-curled hair behind her ear in order to see clearly. "Just remember," Rose said over the whir of the spare screwdriver, "no blowin' the place up this time, 'cause you haven't done it yet." The Doctor's earlier sense of pride and awe at Rose returned, and only increased when he heard the snick of the lock. It wasn't that he was surprised at how much she had learned, but more that she would bother to. As if she really wanted to live this life with him forev -

She straightened from the door, smiling brilliantly at him as she re-pocketed the screwdriver. Before she could say anything, the Doctor kissed her.

First TARDIS-flying, now lessons on paradoxes and lock-sonic'ing. She was simply...

"You amaze me," he said, pulling away just enough to whisper the words over her lips. "I really don't deserve you."

Rose bit her lip, but instead of commenting, she reached behind his neck and pulled him close again for another kiss.

The Doctor complied readily. But after a moment, and with as much reluctance as Rose seemed to feel, the Doctor broke the kiss, glancing at the now open door beside them. Rose smiled shyly, and a little cheekily at him. He took her hand, and saw the gleam of adventure quickly reappear in her eyes as they stepped into the building.

The lights were dimmed in what seemed to be a warehouse section. They passed row after row of shelves, filled with anything from tiny darts to elephant-sized warheads. A bin of palm-sized objects caught the Doctor's eye, and he smiled. "Rose," he said, tugging her over to take a look.

"What're they?" she asked.

The Doctor picked up one of the cylinders, holding it between his finger and thumb. "Batteries," he said, "for 'squareness guns'."

Rose obviously recognized the reference right away, smiling and accepting the battery from the Doctor.

However, when her smile dimmed, the Doctor realized just what he had done.

"Doctor," Rose asked, hesitantly, fingering the device. "I know ya said, back when we first left 'im, ya said Jack'd be busy rebuildin' humanity an' all." She set the battery back in the bin, not quite meeting his eyes. "Well, I was wonderin', I've been wonderin' for a while, really, could we go and find him again, sometime?" She did finally look back at him then, as uncertain as he'd ever seen her.

Oh, boy. How to expain this - or excuse this, would be more accurate.

"Would it," she asked, when he made no reply, "I mean, it wouldn't be crossin' any timelines if we showed up after we last saw him, right? Ya never said... why'd he wanna leave us?"

Just as the Doctor was about to answer, the unmistakable sound of laser fire sounded through the building. Hand in hand, they turned and ran towards the interior door of the warehouse - which was, of course, right towards the sound of the weapons fire.

Rose's eyes quickly adjusted to the brighter light in what appeared to be a hangar. She gripped the Doctor's hand tightly as they weaved behind the various parked spacecraft, looking for the source of the disturbance. The laser sounds had stopped, but there was still some scuffling and muffled cries coming from up ahead.

When the Doctor peeked around the corner of one of the smaller ships - it looked to Rose like a shuttle from Star Trek - he pulled back quickly, and ducking, pulled Rose across the aisle to crouch behind some large canisters.

There was no need for the Doctor to explain, nor to signal for quiet. Peering through the cargo netting that was draped over the canisters, Rose could see three, lizard-like security guards (their uniforms actually said "security") armed with bulky, green handguns, and holding down a terrified fourth. Once the guard on the floor was restrained, one of the other guards stood and held out something green and glowing. Some kind of green vapor floated toward the guard, now wide-eyed and screaming from behind the hand that was clamped over his mouth.

He stilled as soon as the mist touched him, and his captors relaxed their grips. Rose watched with a growing sense of dread in the pit of her stomach as the guards all stood, the formerly terrified guard now holding hands with the ones who had been holding him down. "Aaah, Family of Mine," he hissed to the others.

Rose was just wondering what they could do, and was about to try and ask the Doctor just that, when as one, the lizard guards turned towards their hiding place and flicked out their tongues as if tasting the air. No, Rose thought, not tasting, smelling.

"Not good," the Doctor breathed.

The newest member of the Family stepped forward, and with a tone that made it sound like a dinner order, declared, "Time Lord!"

The Doctor backed them out from behind the netting and around another ship. Then, turning towards the hangar door, he yelled, "Run!"

They were just through the door when the first laser blast rang out.

Rose and the Doctor took turns casting nervous glances back over their shoulders as they ducked and weaved their way back through the warehouse. More than once, a blast erupted within a few feet of them, just as they turned a corner. With a tremendous sense of relief, Rose saw the door they had entered through standing slightly ajar. The Doctor wrenched it open as they came to it, then pushed Rose through ahead of him. "Get to the tree line," he ordered, pulling his own sonic screwdriver from his trouser pocket.

Rose gritted her teeth and did as he said, only because she knew he could catch her up in an instant if only he could get the door locked.

She ran across the small clearing between the building and the jungle, threw herself behind the nearest, large tree, then looked back for the Doctor. Fortunately, he was already following. Unfortunately, Rose could already see the door buckling outwards from the laser bolt impacts. As soon as the Doctor reached her, they were running full pelt again, straight back towards the TARDIS.

"Doctor," Rose panted out, dodging another laser blast that sent a shower of palm fronds down on top of them, "who are they? D'ya know?"

He glanced behind them, and kept running. "They're normally peaceful, passive," he answered. "They don't take hosts; they hardly hold on to their own bodies."

The TARDIS was in view, just a few yards away. A blast hit the blue box.

"Very not good," the Doctor muttered, dropping back to shield Rose as they ran.

Rose pulled out her TARDIS key, but the doors opened on their own as soon as her hand touched the wood. Rose was pushed in through the doors and knocked down to the grating, the full weight of the Doctor landing against her back, as she heard an explosion in the console room.

The Doctor sprang off of her, jumping up to close the TARDIS' doors, then raced past her back up the ramp.

Rose climbed to her feet, seeing sparks erupting from the console as the Doctor initiated the dematerialization sequence.

"Off we go," he announced as he pulled a lever and the TARDIS lurched into action.

Rose steadied herself against a column, and was just ready to breathe a sigh of relief, when an alarm chimed from the console. She moved with the Doctor to the scanner, even though she still couldn't interpret the Gallifreyan symbols it displayed.

"Arrgh, they're following us!" he announced, circling the console as he operated the various controls.

Rose wasn't about to demand a lesson just now. Instead, she asked, "What, through the Vortex? They can do that?"

"That was a Time Agency weapons factory back there," he answered.

"Vortex manipulator," said Rose, remembering Jack's broken wrist device.

The Doctor nodded. "They can follow us wherever we go, right across the universe," he said. He paused, returning to the scanner. "They're never going to stop," he added, as if just realizing it. He grabbed at his hair in frustration, glancing around the console room. Looking up at the overhead, he said to himself, "Unless... I'll have to do it."

"Doctor?" Rose asked, worried at his sudden quiet. "Do what?"

The Doctor took her by the shoulders. "Rose, did they see you?" he asked, urgently.

"Not sure," she answered, startled. "They were shootin' at us, but -"

"This is important," the Doctor interrupted. "Did they see your face?"

"Um, no, I don't think so," Rose told him. At least, she hadn't gotten a good look at them since they had abandoned their hiding place.

"You trust me?" he asked.

Rose scoffed, refusing to dignify the question with an answer.

"Of course you trust me," the Doctor continued for her, releasing his grip. "What sort of question is that? It's just... that it's all gonna depend on you," he told her, then threw open a panel of the floor grating and dived below it.

"What is?" she asked the top of his head, as he rifled through the various items stashed below the console.

"And I know that you're dependable," he went on, continuing his search without answering, "but this is a little out of both our leagues and -"

"What're we doin'?" She asked again.

The Doctor gave a small "Gotcha!" of triumph, then held up an old fashioned silver fob watch. "Hiding," he answered her, then climbed back out of the hole. He pressed the watch into her hands, covering them with his own. "Take this watch," he told her, looking her in the eyes, "'cause my life depends on it."

She held tightly onto the watch as he left her to manipulate the controls again. He was doing that thing, where he was trying to project an air of confidence and nonchalance because he was utterly terrified.

"Doctor?" she prompted, trying not to let her own fear show in her voice.

He avoided her eyes, focusing on the console as he answered. "Those creatures are hunters, they can sniff out anyone - and me being a Time Lord; well, I'm unique." He looked up at her, not bothering to hide his fear. "They can track me down across the whole of time and space," he said.

Hence the running, she thought. But she still didn't understand. "I thought you said they're peaceful?" Rose asked. "Whaddya mean, they're hunters?"

"Normally they'd be on search-and-rescue, things like that," the Doctor said. "Otherwise, they don't even leave their planet. But these are obviously different."

"And they can follow us in the TARDIS, so what good's runnin' or hidin' or anythin'?" Rose asked.

"They can smell me, they haven't seen me," the Doctor told her. "And their life's bound to be running out; so, we hide, wait for them to die."

"But they can track us across Time. And. Space," Rose observed.

"You should be fine around other humans," he answered with a casual wave of his hand, then grew deadly serious. "And that's why I've gotta do it." He looked her in the eyes. "I have to stop being a Time Lord. I'm gonna become human."

To be continued...

I can't tell you how long I've been wanting to write this story. And, according to the reviews I've gotten, a fair number of you have been looking forward to it as well. I hope it lives up to all our expectations!