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Rose was lying in her bed, staring at the ceiling. It was late at night, just a few hours after the Doctor had walked into the control room looking dejected about Madame de Pompadour. Rose and Mickey had left him alone after that, figuring he needed to cool down.

"Maybe, I'll check up on him after 5 and a half hours," she thought wryly.

As much as she tried though, she just couldn't sleep. She couldn't stop herself from thinking about how sad the Doctor must be feeling and how perfect that Uncrowned Queen of France was. Rose was never really one to be self-deprecating, but she felt as if she paled in comparison to her, as if the Doctor would throw her aside when he got the chance, like he did with Sarah Jane.

After a few minutes more, Rose couldn't take it. She got out of her bed, got her bath robe and slippers, and began to wander around the TARDIS to clear her head. Maybe she could relax in the library.

The doors were opened in many of the rooms, so Rose only had to glance in to see what was inside. After a while, something caught her eye. A room with more clothes than any department store she had ever seen! She walked in, jaw dropped in wonder, looking up. There were so many floors to this room! Rose returned her eyes to the area in front of her. Nearby, she found some men's clothing. Rose just shook her head. Surely, with this many clothes to choose from, he didn't have to wear the same brown suit every day? Rose skimmed her hand along the clothing, until she felt something familiar. She pulled the sleeve. It was a black, leather jacket.

Rose was filled with nostalgia. The Doctor's old jacket. Her Doctor's old jacket. She took the coat hanger off the rack. It was exactly the one she first saw him in, when he grabbed her hand and yelled, "Run!" That Doctor made her feel safe and secure, while she always felt uncertain of herself and her relationship with this new version.

Rose laid the jacket on the floor and sat down, staring at it and stroking the sleeve, remembering all her times with the old Doctor. The time they'd seen the end of the world and met Cassandra. They'd recently seen her again. She and the Doctor had been possessed by her. Would the old Doctor have been possessed so easily? When they met the Slitheen. When they met Jack. Where was Jack now? The new Doctor said he was busy? What could he possibly be busy with back there with the Daleks gone? Adam. And Mickey. Boys that she had pushed aside, because they had paled in comparison to the Doctor, though she felt horrible to admit it. Now, being pushed aside by the new Doctor, Rose no longer blamed Mickey for getting a new girlfriend when they'd landed in Cardiff. She truly hoped she found someone who made him happy. She wished the same for this Doctor, too.

"Why had he regenerated?" she thought sadly. He didn't really explain himself. Just said he was "changing," that she "was not going to see him again like this," and that she was "fantastic." A tear dripped on the sleeve. She hadn't realized how emotional she'd gotten.

"Don't humans normally sleep at this hour?" said a now-familiar voice. Rose gasped, turning to look at him as she jumped off of the floor as if it had caught fire. The Doctor was leaning against the doorframe in his brown suit, arms crossed, looking at her with a raised eyebrow. Rose said nothing. She appeared to have stopped breathing. Her heart was beating quickly. She thought her nervousness was silly, though. Was she really going to get punished for looking at a jacket he disowned?

"Well?" he demanded of her. Rose remained quiet. He looked down at the floor and his eyes darkened, growing sad. Then he sighed, looking back up at her.

"You really do miss him, don't you?" he asked quietly.

"As you miss Madame de Pompadour," she responded with an edge to her voice.

He narrowed his eyes at her, glaring.

"Humans, always so petty," he snapped, turning around to leave.

"Why did you regenerate?" she asked him quickly.

He froze in his spot, his shoulders slightly hunched, "I just felt like it," he said quietly.

"You just felt like it?!" she repeated, shocked.

"Does there always have to be a reason with you?!" he snapped at her again, whirling around, eyes blazing. Rose paled a little.

"No," she said, quietly, her voice a little choked, looking down at the floor, "there doesn't." Regardless, the old Doctor had once called her a stupid ape in an argument, so maybe this new Doctor was more like him than she'd originally thought. She shifted her glance back to the jacket on the floor and sat back down. She started stroking the sleeve again absent-mindedly, as one would stroke a cat. She wanted to cry. She suddenly felt so exhausted.

She'd thought the Doctor had left, because all was quiet for a few minutes. Then his hand was gently on top of the hand stroking the jacket, and she flinched out of surprise, pulling her hand towards her, but the Doctor took it, so she couldn't move it. He sat down, facing her. She could feel his worried eyes on her, but she kept staring at the jacket.

"Do you really want to know why I regenerated?" he asked her quietly.

She shrugged, "Doesn't matter now; he's not coming back."

"Rose, I am him." he said emphatically. She shook her head.

"No, I really don't think you are. You're completely different from him."

"Rose, I can assure you, he is me." She just shook her head again. Tears welled in her eyes, but she didn't allow them to fall. This new Doctor couldn't think she was petty and a crybaby. She began to shake as if cold.

"You took the Time Vortex into your head from the TARDIS," he began, anyway. Rose found herself listening, despite herself. "You destroyed the Daleks. Burned them, more like. You became the Bad Wolf." At this, Rose gasped. Bad Wolf? She….became...the Bad Wolf?!

"You prevented them from killing me. You brought Captain Jack back from the dead." At this, Rose gasped and whipped her head around to look at him. He was looking at her somberly.

"He died?!" Rose yelled. Tears began to fall, so she quickly wiped her face and turned her head away from him.

"Yes, but you brought him back to life, Rose!" The Doctor didn't feel the need to add that he'd made him immortal. That was a story for another day.

"Then, why don't I remember it?" she whispered.

"Because the Time Vortex was too much for you. It was burning your mind. So I took it away, knowing what it would do to me."

Rose gasped again and looked at him in shock, her eyes wide.

"It was because of me?" Her voice was hoarse now. "Why? Why would you bother? I'm just a human. You could always get another one like…" Rose paused, looking down at the jacket again, "…like…Madame de Pompadour…"

There was silence. Tears were streaming down her face now. Rose was trying fruitlessly to wipe them away, to hold in her sobs. Then, the Doctor's other hand cupped her cheek, turning her head around to face him. His thumb wiped away some of her tears and she didn't know what strange look was in his eyes.

"Because I love you," he told her, "And I took the Vortex away like this," he leaned in a kissed her. Rose was shocked. She closed her eyes and more tears fell. When he pulled away, she had stopped crying.

He smiled suddenly, softly, "You were fantastic. Absolutely fantastic. And you know what? So was I!"