Title: Counting Stars

Song: "Counting Stars" – One Republic

Disclaimer: I do not own Doctor Who or the song.

Notes: Set somewhere between The Power of Three and before The Angels Take Manhattan. Also, this is my first attempt at a DW fanfic. I am not good at keeping up with multi-chapter fic's so I thought I would try a one shot. As it is I have been working on this one since January, so… a couple months now. I find writing lines for the Doctor and River to be a bit difficult and I tried to keep everyone in character without going overboard.

I don't have a beta. I went over it a couple times and I am exhausted but I plan on posting it anyway.

If you hate it, well hey! At least it's only a one shot.

If you love it, I'm sorry. It's still only a one shot.

"Of all the places in the entire universe… why would the Tardis bring us to Los Angeles?" Rory stepped out into the alleyway, head tilted skyward unimpressed by the buildings.

"It's never actually Rio." Amy mumbled after her husband followed her daughter.

"No no no Mister Pond!" The Doctor shut the door of the Tardis behind him and rubbed his hands together. "No one actually calls it Los Angeles; these people here call it LA, the City of Angels!"

"The Tardis always takes the Doctor where he needs to go father." River linked arms with the Doctor and began tugging him away from the alley.

"Thank you River!" The Doctor grinned, "Come along Pond's! We're in one of the weirdest cities on your earth! Enjoy it! Rio can wait."

"Rio's waited years." Amy huffed and followed the Doctor pulling Rory with her.

The foursome walked around the city, while the Doctor greeted strangers, claiming to be searching for the reason the Tardis had felt the need to change their plans. Half an hour passed and they had found nothing, more accurately, nothing had found them as they were accustomed to. The Doctor stopped suddenly and spun to face his companions.

"Let's split up and synchronize our watches." The Doctor lifted his wrist to check the time and paused to see the others not doing the same. "What now?"

"Sweetie, not all of us have watches." The Doctor frowned at River.

"You don't have watches? Why don't you have watches? How are we supposed to synchronize our watches if you don't have them?"

"Doctor, it's not like we would ever be on time anyway. Besides, we have mobile phones." Amy flashed her phone and clicked the screen on to display the time.

"Right then, one hour! We'll rendezvous at this…" The Doctor spun around and craned his neck to take in the building in front of them, "pub, bar as the natives call it. Ponds, off you go!" The Doctor spun on his heel and headed away from the group. "River! With me!"

One hour later Amy and Rory slid into a booth across from each other.

"Well then, that was the most eventful uneventful time we've ever had looking for trouble," Rory rubbed his face and rested his chin in his palm.

Amy propped her feet up on the length of the booth and plucked a miniature rainbow flag from her pocket waving it.

"At least the Tardis brought us during a massive party," Amy grinned.

"So it's kinda like Rio then…"

"Only, you know, not at all" Amy countered dryly.

The loud sound of cheering across the room caught their attention as they watched as a rather handsome man (in Amy's opinion) slammed his now empty beer glass down.

The handsome man reached over and pinched the cheek of his blond haired companion across from him and the Ponds watched as she batted his had away and set a half full glass down.

"I win!" the man shrugged off a rather out of place trench coat to reveal a plain white t-shirt tucked into dark slacks. "I get to pick our next destination! I say new new new new new new new new LA!"

"But we're already in LA."

"Not the point."

"S'okay Jack, ya rarely win 'nyway" the girl teased and bit the tip of her tongue. She adjusted her shirt and flicked the man on the nose.

Rory turned back to his wife before turning back to the couple "That's an odd accent to find here in Los Angeles isn't it?"

Amy stared at him blankly. "Traveling with the Doctor all this time and an accent is something you find odd?"

"I suppose not."

"Pond's!" The Doctor burst through the door and marched toward his companions and slid in the booth next to Rory while River sat next to her mother. "What have we found?"

Amy opened her mouth to speak but was quickly cut off by the Doctor.

"Never mind what you found! This is what I found!" He reached into his jacket pocket and pulled out a small plastic bag of what appeared to be white powder.

Rory's brows knit as he gawked at the Doctor.

"Drugs? You found… drugs?"

"Yes!" The Doctor grinned and quickly frowned. "No! Not drugs Rory, it's the equivalent of sand you would find at a beach here on earth!"

"Alien then?" Amy snatched the bag of sand from his hand and poured it into her hand.

"Precisely! From the planet Playakae! Beautiful Planet! Silky soft beaches and clear greenish-blueish water, completely well cared for unlike Earths bodies of water."

Rory shot the Doctor a dubious look. "Why is beach sand suspicious exactly?"

The Doctor licked a finger and dipped it into the sand in Amy's palm. "Because Rory," He sucked the sand he had collected and narrowed his eyes. "It tastes… familiar."

"Familiar? How can sand taste familiar? You mean it tastes like Playkey?"

"It's Playakae, and no. I'm a Time Lord, I have incredible senses so if someone I know, preferably not an enemy, has come into contact with this particular pile of sand their DNA is all over it and I can recognize it."

Amy slapped The Doctors hand away from trying to eat more of the sand. "Really Doctor, it's like you make some of this stuff up as you go."

"It's true!" The Time Lord huffed.

River reached for his hand to calm him. "It's okay sweetie."

"Anyway, as I was saying –"

"Just to clarify, you saw a pile of white appearing powder and thought it would be a sensible idea to eat it?" While Rory trusted Amy who trusted the Doctor unconditionally, sometimes he wondered how the Time Lord managed to live so long.

"Yes," The Doctor smacked his forehead with his palm several times. "Think, think, think now! Who is it?" The Doctor was absolutely stumped. "Ah ha! Why didn't I think of it before!" He whipped out his sonic screwdriver and aimed at the pile of sand now strewn on the table top. With a click he stared at the readings and scowled.

River leaned forward concerned for her husband. "What is it?"

The Doctor looked back and forth from the sonic screwdriver and his wife. "What is it? What it is! Is impossible!" The Doctors nostrils flared and after a moment he slumped back in his seat looking equal parts crestfallen and frustrated.

"Oi! Jack! Get us another round yeah?"

The Doctors head snapped to the side and gaped. Apparently the impossible was not so impossible at all. In fact, it appeared to be very much possible. Here, about thirty feet away, was Rose Tyler. His Rose Tyler. Also, Jack. Less important, but still Rose Tyler was here. In her proper universe. In the company of Jack Harkness, apparently.

He watched her walk away from Jack toward a juke box and in the back of his mind he was vaguely aware of his current companions and wife talking to him. His mouth went dry as he watched her flip through the song selections. He had never allowed himself to imagine what it would be like to run into Rose again. That would have been hell, but being here, now, in a random bar in Los Angeles, he couldn't help but think how this was the absolute… worst way for it to happen.

Why the worst?

His wife and her parents who happened to be his current companions were here, with him.

Rose Tyler had never seen this new face of his.

Jack was here with Rose.

He felt entirely unprepared.

He had no guarantee that she would like his newest incarnation.

He was worried that he was worrying about Rose liking his newest body and its quirks because he could only imagine how River would interpret it.

Not that there was a right way she could interpret it.

Worst of all, painfully of all, was that Rose seemed happy.

A song began to play and Rose made her way back to Jack who had refreshed their drinks.

He wasn't necessarily upset that Rose appeared to be happy, no. His hearts clenched painfully because Rose Tyler had found a way back home but not back to home. To him. Yet. Hope flared in his chest that maybe she was actually looking for him.

Lately I've been, I've been losing sleep
Dreaming about the things that we could be
But baby, I been, I been prayin' hard
Said no more counting dollars
We'll be counting stars
Yeah, we'll be counting stars

Across the room Rose touched the rim of her glass to her lips and found a pair of emerald eyes staring directly at her. The Doctor felt his hearts skip a beat when he saw recognition in her eyes. What did he do? He was The On-Coming Storm, Time Lord Victorious. He didn't go around getting tongue tied and he most certainly wasn't in the business of being terrified. He should go to her. He should ignore her. He should, he most certainly should – "Ow!" He palmed his cheek where Amy had slapped him.

"Raggedy Man!"

"Pond!"

"What are you doin' looking at another woman in front of my daughter!" Amy looked furious while Rory looked disappointed and River, The Doctor swallowed, River looked indifferent however the tight expression told him she was anything but.

"I-I didn't, I don't." He tried to stop himself, he really did, but he couldn't help but turn to seek out brown eyes he had missed so, so much. Rose had turned away from him and was now listening intently as Jack seemed to be telling an animated story. The moment had passed and he was torn between apologizing to his wife (which ideally, he should do anyway) and marching right up to Rose and demanding she tell him why and how she was here.

I see this life
Like a swinging vine
Swing my heart across the line
In my face is flashing signs
Seek it out and ye shall find

"It's okay sweetie." Rivers spoke softly.

"No, River it isn't." Amy gripped her daughters hand and squeezed. "The Doctors being an idiot."

Rory snapped his fingers in front of the Time Lords face to get his attention. "Who is it Doctor, not that I'm on your side but the girl, a ghost from your past isn't it?"

The Doctor licked his lips and nodded.

"Former companion?" Amy was still glaring at him but seemed to have calmed down some.

"River." The Doctor took his wife's hands in his and waited for her eyes to meet his. "I am sorry, about the blatant staring, but that girl, that woman. I thought I would never see her again."

River withdrew her hands and offered him a weak smile. She felt ridiculous getting worked up over an old companion of his. They were bound to run in to some of them once in a while with the Doctor's history, right? "Like I said Doctor, it's okay."

The Doctor frowned but accepted that this wouldn't be fixed right away, not with what he was about to do anyway. He straightened his bowtie, for which he received a pair of raised eyebrows from the Centurion. He sucked in a breath and prepared himself to confront Rose.

The sound of chairs scraping against the floor caught his attention and he was surprised to see Jack pulling up a couple of chairs to his current table. "Hello there Doctor, you're looking pretty these days aren't you?"

Old, but I'm not that old
Young, but I'm not that bold
And I don't think the world is sold
I'm just doing what we're told

"Mind if we join you?" Jack draped his coat over the back of his chair and pushed Rose into the seat closest to the Doctor. "Great!"

In the Doctors opinion this couldn't have been going any worse. Or better. He couldn't tell. He was hoping to have escaped having to have his wife and companions witness him speaking to Rose.

Why?

He wasn't sure.

Actually, he was very sure. He just didn't want to have to deal with an audience and the flood of emotions that he experieonced the moment he heard her voice and proved his sonic correct.

"Rose." He hadn't meant to sound so damn emotional.

"Hello Doctor." Rose grinned at him. "Have you lost your manners?"

The Time Lord quickly shook off the shock and pointed to the man next to him without looking away from Rose. "Right, of course, how rude of me. This is, this is…"

Nope, still in shock.

"Rory Williams." Rory reached over to shake her hand as well as Jacks and from there introductions were passed around with the Doctor studying Rose's intently.

I feel something so right
By doing the wrong thing
And I feel something so wrong
By doing the right thing
I could lie, could lie, could lie
Everything that kills me makes me feel alive

"So River Song," Jack was speaking and the Doctor acknowledged the man for the first time. "You married the Doctor, what's that like?"

The Doctor cringed and chanced a glance at Rose who leaned forward, apparently interested in what River would say.

Good, she didn't see River as a threat.

No!

The Doctor felt panic at his train of thoughts.

He loved River, he really did.

He just had no idea how to sort through feelings he never imagined he would be in the position to sort through again.

"Oh, you know." River looked thoughtful before looking directly at her husband. "It's the only life I know." The Doctor frowned.

Rose giggled and the Doctor felt his hearts melt. "I know what ya mean."

River's brows knit together. "Do you?"

Lately I been, I been losing sleep (hey!)
Dreaming about the things that we could be
But baby, I been, I been prayin' hard (hey!)
Said no more counting dollars
We'll be counting stars
Lately I been, I been losing sleep (hey!)
Dreaming about the things that we could be
But baby, I been, I been prayin' hard (hey!)
Said no more counting dollars
We'll be, we'll be counting stars

"I married the Doctor too," Rose fiddled with a simple silver band on her finger. "I married my Doctor, my human Doctor."

"Human Doctor?" Amy cut the Doctor a look. "There's a human version of you out there?"

Throughout this the Doctor couldn't help but notice the faint hint of gold flickering in Rose's eyes and finally, he found his voice and managed a distracted response.

"It's a long story."

"The Doctor didn't want to regenerate and instead put the energy into his severed hand that I had preserved and created a human meta-crisis." Jack supplied while giving the Doctor a once over. "Not that I don't appreciate your newest regeneration, but your last one!" He wiggled his brows at Rose which earned him a snort. "Right?"

The Time Lord was instantly annoyed.

"Right then, not so long of a long story." He had so many questions. He wanted to know everything about her since he had left her on that beach.

"Where's your Doctor then?" River asked and he hated the way that sounded.

"He died." Rose swallowed and Jack laced their fingers together.

He was not jealous.

"I am so, so sorry Rose." The Doctor reached for her unoccupied hand but she pulled it out of reach. He tried not to look hurt, but he was sure he was unsuccessful.

He was jealous.

I feel the love
And I feel it burn
Down this river every turn
Hope is our four letter word
Make that money
Watch it burn

"It was a long time ago Doctor," he opened his mouth to ask how that was possible when she looked exactly as she did the day he left. "Bad Wolf Doctor, she is a part of me now, and my Doctor was only human."

She didn't look sad.

She didn't look broken.

He wanted to comfort her anyway.

Because she should be a tad sad, shouldn't she? That's how humans dealt with things didn't they? Of course they couldn't just move through time and space and move on in places that hold no emotional ties like he could.

He wanted to care about what happened to his meta-crisis. Most of all he, in this very moment, he wanted to know how she was still the Bad Wolf and how long had actually passed for her.

"When you say it's been a long time, how long?"

His wife and companions listened on, unwilling to cut into the tension that seemed to have settled.

"I spent about one hundred years or so in Pete's world," Rose took a long drink from her glass and steeled herself for what she was about to say. "-when the Doctor died, I looked for a way to come back." She felt Jack squeeze her hand and squeezed back in thanks. "I've been back in this world for about two hundred years now, I think."

Old, but I'm not that old
Young, but I'm not that bold
And I don't think the world is sold
I'm just doing what we're told

"What?" The Doctor felt the air rush out of his lungs. "Two hundred-," he clenched his fists to reign in his emotions. "How? The Tardis, she would have detected you!"

"She did."

What?

"What?"

"She detected me. I asked her not to tattle."

His ship betrayed him? Impossible.

"She, what?" The Doctor was stricken. This was far too much to begin to process. "She wouldn't."

This time Rose reached out and gripped the Doctors hand. He couldn't help but feel a little smug.

"The Tardis detected me the second I got back-"

"How?"

"Dimension cannon. These cracks started appearing in Pete's world and I took a chance."

"Rose! You could have destroyed reality!"

"From what I hear, you already did." Rose gave him a cheeky grin and he felt compelled to forgive the Tardis for her betrayal. He would speak to her later about this, rest assured.

And I feel something so wrong
By doing the right thing
I could lie, could lie, could lie
Everything that drowns me makes me wanna fly

"We should head out Rosie." Jack polished off his drink and stood to put on his coat.

Rose nodded and rushed to finish her drink. The Doctor was stunned.

"Rose Tyler, since when do you drink?"

"Oi! I'm three hundred and somethin' years old, I can drink if I wan't to."

She set her now empty glass and stood to rearrange her chair.

She was leaving?

"Rose!" He stood abruptly and suddenly felt unsure. He was sure part of that had to do with the audience of eyes watching him.

He stood with his arms awkwardly at his sides and clenched fists.

"Yes Doctor?"

Everything was happening too fast.

Rose was here and now she was about to be very much not here.

Where was she going to go?

How was she going to get there?

She was looking at him.

Right, he should say something.

"You can - with the Tardis?"

Not quite as eloquent as he would have liked.

Rose leaned forward and he observed that she seemed to have gotten taller, or he had gotten shorter. Probably the latter, seeing as he was the one that regenerated.

She gave him a teasing smile whispered, "I am the Bad Wolf."

He couldn't help the smile.

"That makes sense."

It didn't.

Rose wasn't a Time Lord. She shouldn't even have any traces of the time vortex left. He regenerated so she wouldn't. She shouldn't be able to communicate with the Tardis.

Against all odds however, Rose always seemed to be capable of incredible things.

Rose and Jack shared a look that the Doctor assumes is a thing they do now. Share looks and what not.

"Wait for me in the Tardis, yeah?"

"Sure thing Rosie."

The Doctor was startled when Jack pulled him into a hug and kissed him square on the mouth. "See ya around Doc."

"I'm not doc, I'm The Doctor."

Jack ignored him and proceeded to kiss the backs of his wife and companions hands before heading out the door.

Amy grinned, "He's charming."

"No, he's not." The Doctor and Rory chorused.

Rose tugged on his sleeve and tilted her head toward the door. "Let's take a walk?"

"You grew a Tardis? From the coral?"

"Yep!" Her 'p' popped and he smiled. "Well, my Doctor grew it."

"Wait, you're flying the Tardis?" He sounded appalled and Rose just rolled her eyes.

"Who else is supposed to?"

He didn't have an answer. Not an appropriate one at least.

Lately I been, I been losing sleep (hey!)
Dreaming about the things that we could be
But baby, I been, I been prayin' hard
Said no more counting dollars
We'll be counting stars
Lately I been, I been losing sleep (hey!)
Dreaming about the things that we could be
But baby, I been, I been prayin' hard (hey!)
Said no more counting dollars
We'll be, we'll be counting stars

Rose said good bye to his companions and led him outside. They walked in silence for a few minutes before reaching a park.

He reached for her hand and tugged when she walked a few steps ahead of him. She faced him and gave him a smile. One of the smiles she reserved for only him, or maybe his meta-crisis, but he would continue to believe it was for him no matter his incarnation and human or non-human status.

"Rose, why?" He hoped she would just understand without him having to say it.

"Why did I ask Sexy to keep me a secret?"

Hearing his pet name for his ship come from her lips made laughter bubble in his throat. After a moment he remembered the heaviness behind the humor.

"Yes, and what changed? I'm sure she could have taken me somewhere else or warned you."

Rose chewed her lip as she thought about what she could share with the Doctor, while he waited (somewhat) patiently. After a few moments she lead him to a nearby bench. She squeezed the hand holding hers a few times testing the fit and rested her head on his shoulder.

"I loved my Doctor."

He didn't know what else he had expected, but he hadn't expected it to hurt so much hearing that. He did have a wife after all.

"I loved him till the day he died. We lived a happy life, till we realized I wasn't aging and I apparently didn't die. The Doctor ran tests, after the first time I died –"

"You died! More than once?"

"You've always been a bit rude."

"Sorry." He wasn't amused, but apologized anyway.

"Anyway, I've died twice. Each time neither as dramatic as when you regenerate or as anti-climatic as Jack."

"Ow! Rose!" She pinched the back of his hand. "What was that for!"

"I know about what I did to Jack. Thanks for telling me about that by the way."

"I didn't want to upset you."

"I'm a big girl Doctor, I looked into the heart of the Tardis for you. The least you could do is not go around deciding what was best for me."

He felt positively scolded.

And ashamed.

"Go on."

Rose shifted and the Doctor saw that she had closed her eyes.

"The Doctor believed that I was neither a form of Time Lord, because, impossible right? Or a fixed point, because our Tardis didn't disagree with me. He thought I was something else, something purely 'Bad Wolf'. There was nothing left for me in Pete's world once my family and husband had died. It was always in the back of my mind, that I didn't belong there." Rose paused. The Doctor thought it was to regroup so he leaned forward a bit, content with gazing at her.

"When the cracks appeared, I decided to take a chance. The Tardis wasn't strong enough to make the trip on her own so I used a dimension cannon to help her across. When I got back your Tardis sought me out immediately, which is when I asked her not to lead you to me."

He didn't like this part of the story. He didn't like the way it made him feel, but he wasn't about to go and tell Rose that. His eyes felt dampen and he blinked rapidly at the sensation.

"It hurt still. It hurt, to remember that somewhere in this universe was the man that left me on that beach when I had promised him forever."

Yes, his eyes felt damp and now his cheek tickled. He reached up with his free hand to wipe away what he discovered to be a tear.

"Rose Tyler I-"

"Stop." He blinked till his vision was clear again and craned his neck to see she still had her eyes closed.

"But I have to tell you-"

"No." He thought if she believed he was being rude earlier, she ought to take a look at herself now. Rose took a deep breath before continuing and the Doctor noticed her voice shook. "You can't go around saying things like that when we've spent nearly three hundred or more years apart."

Oh, oh, oh.

Take that money
Watch it burn
Sing in the river
The lessons I learned

"You can't go around saying things like that when you have a whole new life and a wife who seems to love you very much."

The Doctors stomach dropped at the mention of River.

Take that money
Watch it burn
Sing in the river
The lessons I learned

"I was angry with you." She lifted her head to look him in the eyes. "I still kind of am, but I'm over it, for the most part."

She grinned as she wiped at a single tear track on his cheek and he chuckled.

Take that money
Watch it burn
Sing in the river
The lessons I learned

She cupped his cheek and rubbed gently with her thumb and he reached up to grip her hand.

"It's easier this way though." She was speaking so softly now, he was sure if it wasn't for his superior hearing abilities, he wouldn't hear her at all.

"What's easier?" He didn't know why but he felt as if he needed to whisper also.

"Seeing you, with a new face."

"Oh."

"You have a life you need to live out. One that doesn't include me."

He felt his hearts in his throat. He desperately wanted to be able to say something. Anything that would make her understand she has a place in his life, by his side. He wondered if this is what it felt like to choke.

Take that money
Watch it burn
Sing in the river
The lessons I learned

Rose let go of his hand and cupped his other cheek.

"As for what changed? I agreed to be found. I've had time to heal. More time than most people ever get. Very soon Doctor, you will need someone and you shouldn't be alone." She rested her forehead against his and he reveled in having her close to him. "When that happens Doctor, you had better come find me or else I'll come looking for you myself."

The Doctor wanted to enjoy the intimacy of the moment a bit longer but what she had told him took longer than a moment to process. What did she mean he shouldn't be alone? He had the Ponds. He would apparently have Rose also, not now, but later.

"What do you mean I shouldn't be alone? Why will I be alone?"

"Shhhh Doctor." In a move that reminded him of when he quieted Alfie, she silenced him. "You know I can't tell you that."

He pulled away roughly and scowled. "Ugh, stupid spoilers."

He felt her hands on his face again and in a move he hadn't expected with the way their talk was going, she kissed him.

Everything that kills me makes me feel alive

He floundered for a moment and before he could understand what was happening, it was over.

Rose pulled away and gave him her tongue in teeth grin, "I didn't want to do that in front of your wife Doctor."

"Quite right."

Lately I been, I been losing sleep (hey!)
Dreaming about the things that we could be
But baby, I been, I been prayin' hard (hey!)
Said no more counting dollars
We'll be counting stars
Lately I been, I been losing sleep
Dreaming about the things that we could be
But baby, I been, I been prayin' hard
Said no more counting dollars
We'll be, we'll be counting stars

They stood and he pulled her into a tight hug and nuzzled the top of her head. She buried her face in his chest and murmured a quiet "I missed you Doctor."

Take that money
Watch it burn
Sing in the river
The lessons I learned

"Do you have to go?" They walked, arms linked toward Rose's Tardis, which was disguised to look like a small van. "Is this what it always looks like?"

They stopped in front of the door and Rose rolled her eyes at the Doctor.

"I do, and as far as the Tardis goes, no. The Doctor tried breaking the chameleon circuit but I didn't let him. I do try to be subtle."

Take that money
Watch it burn
Sing in the river
The lessons I learned

He stood back and watched as Rose entered, still a little dubious about her ability to pilot a Tardis.

Take that money
Watch it burn
Sing in the river
The lessons I learned

The Doctor rocked on his heels waiting for the Tardis to dematerialize, and when it did he felt his jaw drop.

Rose Tyler learned how to fly the Tardis without the breaks on.

Take that money
Watch it burn
Sing in the river
The lessons I learned

Woah! So there. My first attempt at a DW fic. Rose is by far one of my favorite companions and I've been stuck on how 10 left her back on Bad Wolf Bay.

Also, I was thinking of writing a companion piece. Not necessarily a sequel, but could be a part of this AU with ImpossibleWolf (ClaraxRose). I recently saw a post on tumblr that made me think about it. There are only a small handful of ImpossibleWolf fics floating around so I guess it's considered a crack ship?

I also really like all of the Doctors companions, so I am sorry if you didn't like the characterization. I tried to write them as best as I could.