This must have been the part where their minds started to wander on their own. In talking about the first time they had met his mind now wandered there.

As her mind connected with this part of his she had to brace herself against becoming overwhelmed. A shock wave of his emotions hit her and for a few minutes all she could do was focus on not becoming consumed with them. He had so many emotions and they were so strong they were almost too much for her to bear. But the last thing she wanted was to let the Doctor down in any way so she fought to steady herself in the midst of them.

Once she pressed past the surprise of them she was able to identity some of the memories that were connected to the feelings and to better understand the man he had been when they had met. He had been devastated. Loneliness was the largest emotion coming through but it was loneliness like she had never known. It was so powerful and so vast. It was the kind of loneliness that could only come from losing literally everything you had.

He had felt he had nothing. He didn't have anything. He had no friends, no family, no home. It was a loss so great she couldn't even understand it. She could feel it and yet she still couldn't make sense enough of it comprehend.

Guilt crashed over her. It was guilt that caused extreme self-loathing; it made him hate himself. It made him hate what he had done, that he was capable of doing it. It made him hate his life, who he was, his very existence. This wasn't just guilt, the remnants of which she could see on his face every time his planet was mentioned. No, this was a constant war that he fought inside himself. He was his own worst enemy and that was a terrible thing because he could never escape himself. He couldn't escape the guilt over the life he got to live every day and his feelings that he shouldn't have that right.

This guilt stemmed from his memories of the Time War. They were memories she could see just barely beyond the memory of their first meeting. She could see them hovering in dark places in his mind. He had not put up a door to forcibly keep her out but she could tell that he did not want her to look there. The darkness was his way of hiding them. Without words she could feel him asking her not to get closer, not to look at them. He was ashamed of them, of himself and he wasn't ready for her to see that yet. She didn't take any offense at it; she was surprised and grateful that he had even let her see as much as he had. She could feel how embarrassed he was of them and how he feared her seeing them and she would not press further.

She gave his mind a gentle squeeze of reassurance and backed up. All of that pain and those memories were so close to the time they had met that she had got so close to them just by accident. It must have all been so fresh in his mind when she had met him and she wondered how he had even managed to get out of bed at the time. If she had felt the crushing emotions she was feeling from him she wasn't sure how she could ever get on with her life, let alone so soon afterwards.

She could feel that it had not been easy. He had done so only because he forced himself with great effort. He had put one foot in front of the other and continued on because it was what he always did. It was how he always dealt with the hard times and the loss he faced. And though this had been many times greater than anything else he had ever faced before it was all he could do to keep going. He didn't know what else to do. He'd identified the next threat and worked to deal with it as he always had though she could see that he wondered in his heart why he was even bothering. He felt everything was meaningless.

And then she had walked in. He had heard her spirit calling out to him and found her, saved her…and he felt. She could feel what that had felt like. She was light in that dark time. She had felt like hope to him, like a second chance for him. Suddenly, he had a positive thought instead of all depression. He no longer found everything meaningless.

She was shocked. She hadn't known. From her side of things she had only known that he had initially pushed her aside. He had met her, twice, and both times walked away and urged her to do the same. It was only now that she could get the complete story. Where his hearts had felt nothing, so damaged and ravished by the loss of war, they now felt and he was afraid; afraid to feel, to want to have companionship. He was afraid for her and her safety; he knew how dangerous he was. He hadn't walked away because he hadn't wanted her; he had walked away because he did want her and if he didn't put distance between the two of them then he would ask her to come along with him. And that's why when circumstance pulled them into each other's paths a third time he had grabbed her hand and had her run with him instead of away from her.

Rose felt her heart breaking. She had known that the Doctor was hurting. She could see that from the very beginning. The darkness in his eyes had always spoke of deep loss and heartache. He always tried to hold it in but that first face had been very honest. The face she knew now was a lot better at keeping his feelings in and she, at times, had missed that more open face. She had always been pretty sure of that pain. But thinking you know something with your mind and actually feeling it with certainty in your heart are two very different things. She felt her heart crying out at the feel of it.

The weight of it all was so heavy, she backed away from the memories, having had all she could bear for now. If she stayed much longer it might be too much for her to hold in. She tried to contain the crying in her heart at the sorrow that had been and still was to a degree, inside of his heart. She felt him brush her mind back and forth in a calming way, reassuring her that he was alright now. There were no words that were needed and she felt that she could get used to this kind of comfort.

A question formed in his mind to see if he could look at her memories of that time and she gave her consent. She felt the Doctor's mind start to wander into her memories. All she had to do was think of that time and those particular memories came to the surface. Just as she had seen his memories of the time surrounding their meeting he was now seeing hers. And what he found surprised him.

He had not known that she had been so lonely. He was so greatly hurt and lonely at the time they had met; he had been damaged by the war and all alone and he knew that it had shown. But now, as he approached this part of her memories, he was finding that loneliness was a dominant feeling of that time for her as well. It puzzled him for a few reasons. The first reason it puzzled him was because he had never noticed it. While he knew that he had struggled and sometimes didn't succeed at keeping the emotions hidden, she had not. How had he not been able to see that she was feeling that way? But it also surprised him because she hadn't been alone when he'd found her; she'd had her mum and Mickey.

But as he immersed himself in this area of her memories it was undeniable that she had been lonely. He saw flashes of heated arguments with her mum. He saw nights on end where Rose was up late wondering where Jackie was and worrying about her and the kind of company she was keeping. He saw Rose also bearing responsibilities that were beyond her age. Numerous notices and stacks of bills that had to be paid; somehow she made due on the measly amount she made working endless hours at the shop. It seemed that for years prior to him showing up in their lives, there had only been struggles between Rose and her mum. Rose was angry at her mother, for not taking responsibility for the expenses and for constantly getting herself involved with the wrong kind of people. Rose didn't want to have to be the adult in the house in anymore.

But it wasn't just anger. Rose missed her mum and she felt that her mum didn't care about her at all. She felt her mum was constantly putting her boyfriends ahead of Rose, always spending more time with them and putting up with things that Rose didn't think she should put up with. Her mum also made frequent remarks about Rose's appearance or intelligence things she did not see as harmful but that embedded themselves on Rose's self-esteem. Rose herself would do things, hoping her mum would show some kind of concern for her actions, but her mum never seemed to take notice. Rose truly thought that her mum didn't care and if she was to just disappear one day, her mum wouldn't care if she even bothered to notice.

She felt the same way about Mickey. She couldn't help but feel that he didn't really care about her either. He said he did but his actions spoke otherwise. Things always seemed to come to being about him. They always ended up doing the things he wanted. They always talked about the things he wanted to talk about. It always seemed that he was looking out for himself and himself only. But he never hurt her and he wasn't bad to her. So, she stayed with him because he was better company than she'd had in the past.

When the Doctor had brought her home a year late after their first couple of trips into space and time, it had actually been a relief to her. It gave her the opportunity to see whether or not they actually would care. And she found that they did care. Jackie had been furious at the Doctor for taking Rose away and leaving her worrying for an entire year. Even as Jackie and Mickey had bickered with her and the Doctor, Rose had been rather pleased to see it, feeling a little smug that they had gotten what they deserved. After years of being taken for granted, they finally appreciated her now.

I'm sorry, he spoke to her. Rose, I had no idea. He should have known; this shouldn't all be a surprise to him.

She didn't say anything; he just felt her give him a mental shrug. It was what it was. There was no denying it or downplaying it; he could see it for exactly what it was. She wasn't looking to hide the memories but she wasn't looking for sympathy either.

As bad as she felt things had been when they met they were not as bad as they had been. The farther he went inside of her memories the darker it got. He had not expected to find dark spots in her memories as he knew she would see in his but they were here. Broken hearts and lonely nights. Disappointments and betrayal. Broken confidence and abuse. It was all there. He couldn't see them, the events as they were, he could only hear the whispers of them. He did not feel the need to get closer to these dark spots; she wasn't inviting of it and he wasn't sure he could take getting a closer look at them. It might result in him doing some time altering actions he knew he shouldn't.

He spotted the darkest of spots among them all and he didn't want to go there but it was like he was drawn to it. It shouldn't surprise him that his mind was drawn to it since he was so filled with darkness himself. It got louder and more intense as he approached it. Anger, pain, fear, love, hate all hit him in a strange concoction. Whispers became louder and he could start to make out a word. It was a name. Jimmy…Jimmy Stone.

Suddenly, the Doctor felt a door being hastily put up and promptly shut in his face. He felt Rose pull back a little

"Sorry!" Rose said suddenly. "I...I… I didn't…did I hurt you? I didn't mean to do it like that."

I'm fine. It's alright; it's what I told you to do.

"I'm sorry…I wasn't expecting that. I…haven't thought about that in a long time."

I'm sorry. The bond has a side effect of reawakening old memories and the feelings that go along with them.

"I'm just…I'm not ready," she said and it sounded a lot like an apology.

Rose. You don't need to apologize, he said reaching out and brushing her mind reassuringly and sending her back his feelings that it really truly was alright.

She wasn't ready for him to see whatever part of her life that was. He certainly didn't hold it against her. He hadn't shared everything with her either. He hadn't even really wanted to see it. He felt hints of what was hidden there and felt it might awaken that unquenchable fire inside if him to know what might have happened in her past. No, it wasn't the pain he wanted to see.

But he could sense that the place where darkness and weakness had once lay was where her strength also originated. Where a part of her had died, there was a new part that had been born. While he could tell that she had always been a compassionate person he could tell that it was from this place that she became the caring one that he so often saw; the one who spoke up for the vulnerable, who had compassion on the weak. And that was something he wanted to know more about.

The Doctor felt her contentment at his touch and reassurance. He could see the difference now. Things were so different now for her. She was so different now. He had not been the only one who had needed healing when they met.

The Doctor was in awe. He didn't know all that he had done for her. He knew how good she had been for him. He knew how she had walked into his life and shown her light on his dark hearts, bringing them back to life when they had wanted to die. But he had never even stopped to consider that he had done the same for her. His confident Rose who had demanded answers and told him how things were right off the bat had once been insecure. His beautiful Rose had once thought she was ugly. His brilliant Rose had once believed she was dumb. His Rose had seen her life going absolutely nowhere and was more than grateful that she now had the whole universe at feet. His Rose had never felt truly loved and valued for just being herself now saw those things in the Doctor's eyes.

He felt from her that she sensed of all of this realization. She could tell what he was thinking and she was trying to say something in response. She was glad that he was truly seeing these things. She could see how much he had seen. At first she felt embarrassed of her past; she had wanted to appear strong and capable. Against him she didn't want to appear any weaker than she already was. But she wanted to him to see her. She wanted him to actually know her. And to know the effect he'd had on her life and all that he had done for her. Their relationship was not one sided as he had assumed. She knew that he felt he was the one most helped from their time together; she wanted him to know that she felt the same way on her end.

Love flooded from his mind into hers. He hadn't meant to unleash it; he wasn't even aware of it at the start. A side effect (if you could call it that) of the mind bonding was that it made you more open and the longer it went on the harder it was to control your mind and where it went. At the onset you could control it and make it do what you wanted; you could even manipulate it to a certain extent. But the closer you got with the person you were bonding with the more your true colors showed. And there were no truer colors inside of him than his feelings for this extraordinary human girl.

In Rose's mind she felt a surge of emotion come from the Doctor. She could feel that he was making the connections. Now she was feeling very powerful, long standing feelings flooding into her mind from his. It was an enormous and barely contained love.

For her.

Love. He loved her. Passionately. And had for a very long time, back when he had a different face, a leather jacket and a northern accent.

She felt the Doctor sense her surprise; he knew what she had felt from him. He started to push it away but she urged him not to, chasing back after the feelings. She desperately didn't want to stop feeling them. She had been startled with surprise only because she had not expected it. But it was pure desire she felt to continue feeling his love for her. He hesitantly halted his retreat and kept himself from pushing it all away. He was still as he allowed her to get closer and see his feelings. He could sense that she wanted it and so it gave him a little confidence.

Rose was now the one to reach out for the Doctor. She wanted to get closer; she had to get closer, as close as she could to these feelings. She scooted up on her knees and took both of her hands and wrapped them around the back of his neck, pulling his head towards hers. She pressed her forehead to touch his once again intensifying the feelings. She bit her lip so she wouldn't cry out when the Doctor's feelings flared in her mind with passion. There was no way to describe the sensation of feeling someone else's love for you.

But it wasn't enough to be observer. It wasn't enough to take of his feelings for her without giving back. She focused on her feelings for the Doctor, how much she cared for and loved him and sent them back to him. She felt him startle with the realization and she knew that he had felt what she was trying to send to him. She felt him run his fingers through her hair and wrap around her head. Her skin and all the way through to her mind tingled with an electric feeling at each point where his fingers touched.

She allowed her mind to be basked in his feelings of love for her. There was absolutely nothing like it. She started to shake all over her body feeling overwhelmed since she wouldn't allow her mind to be. She knew the Doctor could feel it but he didn't say anything and he didn't stop and she was glad; she didn't want this to end.

He wasn't trying to hide the feelings he was having for her anymore. He was allowing her to see them right now. She felt tears collecting in her eyes. She never knew the Doctor could feel this way about her. She always hoped but never really dreamed it could be true.

But she could tell that it was not something that he was prepared to talk about yet. He might have declared his love for her in his mind but he was not ready to do that with his words yet. She found that she didn't mind. Right now she felt she didn't even need the words. What could be better than this, their declaration to each other, within their minds? It was better than words ever could be. She could feel this declaration as she knew the Doctor could feel hers.

And she could tell that one day he would say it. When he was ready. Until then, she already knew how he felt.

She started to laugh from the pure joy of it all. She heard a gasp from him inside her mind that she wondered what was wrong.

Rose

What is it?

The laughing.

What about it?

And the talking.

What?

You're not doing it out loud.

Her eyes popped open and she looked at him. His eyes opened to look into hers, a mere inch or so away. She hadn't been doing it out loud. She laughed again, still inside of her mind and he laughed to feel her laughter tickling inside of his mind.

See, he told her, I told you it would happen.

They smiled at each other and he reached for her pulling her close to him and she wrapped herself up in his hug still shaking from the energy of it all.

Thank you, he whispered tenderly into her mind.

Thank you, she whispered back into his.

He held her for a few moments before she felt him start to ease off her mind, slowly breaking the connection. As he did she felt her head start to spin.

"Whoa," she said wobbly and he eased her down to lie on her side. "Who's overwhelmed now?"

"Are you alright?" he asked with concern.

"Yeah. I'm fine," she said with a smile. "You just nearly made me swoon. Bet you'll never let me hear the end of that."

He laughed. "What can I say? I have that effect on people. But really, are you alright?"

"More than alright," she said with a smile. "Just got a little dizzy. But it's already passed.

Just a little tired."

He smiled fondly down at her. "Well, I understand the feeling…you gave me quite the workout."

She gave him a sly smile in response. "Well, I'm a fast learner especially when I have such a good teacher."

They just stared at each other for a few moments. Though their minds were no longer connected they now knew what resided in the other.

Neither one was lonely in any way now.

"I don't believe you," Rose said shaking her head.

"Why not?"

"You just have to have your hands in everything," she said pointing at him. "I think you're making it up."

"Rose, I'm a time traveler; why is this so hard for you to believe? Do you think he got that bit about that fun loving cat in that crazy hat all on his own?"

"So, you're saying you wrote it did you?"

"Of course not. I'm just saying I may have told him about the cat people and he took it from there. He was really a fantastic man. Met him on more than one occasion. Had all kinds of ideas."

"So… you told him about planets and other species and he just believed it?"

"I just told him stories, Doctor to Doctor. Whether he believed them or not I don't know. I don't know if he really believed that pants could walk on their own or that there were places where they served green breakfast food but it obviously made its impression," he said with a goofy smile. "And I didn't mind giving him ideas when I knew he'd pass them on to the children who would read his books."

Rose stared at the Doctor who was laying on his side propped up with his arm across from her. She lay wrapped up in the blanket they had been sitting on some time ago. Since they had broken off their bonding they had been talking about everything and nothing all at once. She smiled fondly at him as she realized how casual things were between them and delighted even more to think of all they had gained tonight.

He didn't seem to notice her deep musing and continued on with his argument. "Do you think he could have made all of that up on his own?"

"Well...yeah."

"Nah, stories that fantastic can't be made up. They can only be true at least in some part."

"Rose…Doctor…anybody?" they were interrupted as they heard Mickey call out from somewhere down the hall. Both Rose and the Doctor looked over at the door.

"Oh my goodness," Rose said looking at the Doctor, "Have we been up the whole night?"

"Is anybody there? Or did you just decide to leave me?" Mickey muttered more to himself than anyone else, his voice getting more and more distant.

Rose and the Doctor looked at each other and laughed quietly. It felt really good, Rose thought. Things felt so easy between them; they were practically giggling. It was a relief on her part, now feeling secure in him, not wondering anymore where she stood with him. When this night began she thought she might be losing everything; she had no idea how much they'd both had to gain. And it felt good seeing him this way for his own sake; it was not often that she did.

"Yeah. I suppose it has been the whole night. I kind of lost track of time," he said with a smile.

"You? But you're a Time Lord, isn't that against the rules or something?"

He laughed. "I suppose I never really lose track of the time there are just times when it is not the most important or prominent thing on my mind."

Rose yawned. "Well, I'm not a Time Lord with an incredible ability to not need sleep. I suppose I should have made some time to get some," she said closing her eyes and snuggling her face into the blanket.

"I suppose you should have. Really quite irresponsible of you," he said with a smile.

She smiled, her eyes still closed. "I have no regrets."

He smiled. "Why don't you go and get some sleep. I'll keep Mr. Mickey occupied in the meantime."

She opened her eyes and looked at him. "I would argue with you but I really do need the sleep so I will take you up on that."

She started to get up and walk away but he reached out and took her hand. She turned back and looked at him.

"Thank you," he said quietly his face now serious, "This really meant a lot to me."

Rose felt warm inside. She did know how much this had meant to him and she also knew how hard it was for him to say it out loud. She had felt it from the inside but the fact that he was saying it out loud meant it meant even more to him. "It meant a lot to me too."

Rose smiled and he gave her hand a squeeze before she turned to leave. She could tell that things were going to be different now. After learning so much about the other, after touching their minds together and feeling how the other felt for them, how could they ever go to the way they were? It wouldn't be different in an obvious way; it would be in subtle ways just as it always had between the two of them. But she could already feel that something special was happening between them. There was a unique bond that bound them together.

Rose felt so close to the Doctor right now. If this was the kind of communication he was used to then it was no wonder he had felt lonely without it. It was so much more than anything she had ever experienced; it was no wonder he craved it. Already, she desired this new kind of company with him. She liked to hear him say her name inside of her mind. She liked the way that his mind felt against hers. And she loved to feel him say he loved her.

This may have been the first time they kept company in this way but she knew it wouldn't be the last.

A/N: Thank you for reading "A New Way to Keep Company." Continue reading about the Doctor and Rose's journey with the next in this series "It's a Gift."