The Doctor walked up behind Rose and watched as she stared into space.

The TARDIS scanner just showed the glittered canvas of the universe; a view that Rose had seen and touched and danced in a million times, and yet she stood so very still that the Doctor couldn't help but stand behind her and watch, wondering what it was that held her so spellbound.

Rose didn't move, breathing in time to the twinkling of a star a million light years away. Her chest rose and fell to the spinning of a sun sparking into life.

She inhaled as gases exploded and exhaled as worlds spun on their axis, and still she didn't move.

The Doctor breathed in and touched her gently on the shoulder. "Rose?"

She turned and he was shocked to see tears glistening in her eyes, even as a smile graced her features.

One thing in all the galaxy that he couldn't stand was to see Rose cry.

He swept the tear away with one finger and held it up to show her.

"What is it? What's wrong?"

Rose shook her head slightly and reached up to take his hand, her slender fingers grazing his knuckles.

"It's so beautiful out there."

"I know," he agreed, moving in close and inhaling her honey scent. "I could stare at it for hours."

It wasn't the only thing. There was something about Rose, too, that he could stare at for hours.

There was tiny sniff and he tightened his fingers around hers in concern. "Rose? Tell me what's wrong."

"Nothing's wrong."

He didn't believe her.

But he had some idea of what it was. He could still feel her holding him tightly after he'd swopped her for Ida Scott. He'd all but buried himself inside her, not wanting to let her out of his sight.

She'd been quiet about all she'd seen and heard but maybe she did need to talk about it.

He took a deep breath and spoke again, trying to sound convincing. "Rose, what the beast said was a lie. Playing on basic fears and concerns of generations. Maybe it had low level telepathy and could sense what worries we both have. But it was wrong. I won't let you die in battle."

Rose squeezed his fingers in thanks, even though she didn't look at him.

"Rose?"

"It's not that," she confessed.

"Then what?" he urged, wanting to know what was hurting her so much, wanting to just make her feel better.

"S'just …" she sighed and sniffed again. "The first time you took my hand like this," she looked down at their entwined fingers, "you saved my life. Just one word 'run' and we ran. You saved my life and then you took me into this big box to watch the universe go by."

"Yes," he said shortly, not sure where she was going with this. Was she going to blame him, like Sarah Jane did, for spoiling her for a normal life?

"Back then I didn't understand any of it, couldn't understand it. You know I nearly left after Platform 1, yeah? All those aliens and sun-rays, it was all so scary. You're not s'posed to know you can die at 19."

He blinked, he hadn't known that. She'd seemed so certain of everything that it hadn't even crossed his mind that she'd say no.

Rose took a deep breath and carried on.

"But I thought, Rose this could be it, this could be your one chance at doing something better. You need to just close your eyes and jump. Take a leap of faith. So I did."

"That you did," he grinned remembering. "Rose Tyler, taking the leap … and I mean that literally. Gymnastic Bronze into Autons, tackling Slitheen, hopping for safety and jumping through hoops. It has to be said that I keep you fit."

Rose giggled. "Yeah. Better than a gym membership."

"Who's Jim and what are you doing with him?" he teased. "Os he sexier than me?"

"Impossible!" Rose rolled her eyes.

He allowed the laughter to linger for a moment before coming back to the point. "So what's with the tears, Rose? Are you fed up with this life? Want chips and beans every night? EastEnders and two point five brats and that mortgage?"

He held his breath wondering if meeting the Devil had done what the Sycorax and his regeneration hadn't.

Made her want to leave.

He'd let her go if that's what she wanted but it would kill him to do it.

"No. Never."

Her adamant words soothed something he didn't realise had been worried deep inside and his chest felt easier, his heart beats returning to normal.

He had been frightened that she would want to leave him.

"I'd never get tired of this, travelling with you. I told you I love it. But I think I've been holding back a bit lately."

"Hmm?" He urged her as she seemed lost in thought.

"Thing is, when you regenerated, yeah, I lost confidence. I tried to get back to you on Satellite five because I wanted to save you and I didn't. I lost you.

"Rose—" he started but she tapped his arm.

"Shh, I know you're the same man now, but just after I thought I'd failed and I started to get clingy. You had to notice how I didn't want to let you out of my sight."

"Yeah," he admitted. "But I was the same. I didn't want you to go and thought you would because I'd changed. You wouldn't be the first who couldn't cope, at least I didn't try to kill you directly. Clingy I could deal with. Although I did appreciate that you stopped short of following me into the bathroom; that would have been embarrassing."

Rose laughed and then sobered. "It took Sarah Jane and Reinette for me to realise that I was just pushing you away. I wanted to show you, after that, that I could do it. That I could stand on my own two feet."

"Ahh," he said knowingly. "I did wonder why you went off to Magpie's by yourself, although I would have appreciated the heads up. You know, it's very rare that my companions solve the mystery before I do. And I don't think that I've ever had one who solved the mystery before I even realised that there was one. Television aerials, very clever Miss Tyler, but then I did say you were the best."

"And I am," she said quietly.

The Doctor blinked. "And modest too."

"No," Rose giggled again. "I didn't mean it like that. When I first leaped into that Auton I didn't think there was anything I could do. No A' levels, no job, no future. But yesterday, when the Ood were after us and you were gone and everything was going to hell …" Rose took a breath. "I did it. I stood up and took charge and made 'em do it. Officers, yeah, who'd given up? I made 'em take charge again. Me, Rose Tyler. I saved the day." She shook her head and laughed, almost as if she couldn't believe it.

"Yes, you," the Doctor agreed. "Rose Tyler, defender of planets, and black holes, saviour of the possessed and things with tentacles."

He was being flippant but there was truth there and he marvelled at how well she had handled it all. It was a little disconcerting to know that she didn't really need him anymore, but he was proud and more than a little relieved that she could take care of herself.

And that she knew it.

"I can do it."

"Do what?"

Rose turned to face him. "I was lost when you died and I admit that. Petrified that I couldn't do without you—" she held a hand up when he started to interrupt "—no listen. I was. The thing is, I can. I don't want to. But when it came down to it and you weren't there. I could do it."

The Doctor was silent.

"I'm not like Sarah Jane, Doctor. If I get left behind I won't just hang around and wait. I won't waste my life. I can fly."

"What?" His voice was hoarse but his eyes were shining in pride as she smiled through her tears.

Rose giggled. "You showed me that I'm more than I thought I was. When the going gets tough I can fly above it all. Because of you. I took that leap but you helped me build wings on the way down."

She lifted a hand up to his face. "The universe is a wonderful place and I'll be all right. I don't want to leave you, Doctor. I never want to lose this. But I want you to know that if anything happens to me, I'll be okay."

He watched her face, the face that he loved so much and he could see the truth shining in her expression. Rose Tyler had seen what she could do, she had seen what she was and it made her more beautiful than even the view behind them.

He nodded, cradling her face in his hands. "I know, I believe in you, Rose Tyler."

She smiled tremulously at him and wrapped her arms around him, holding him tight.

He kissed her forehead and closed his eyes, turning the moment into a memory to cherish. This, he'd always remember and carry with him. Through all of his lives, all of the destruction that he'd wreaked, if he'd managed to show one girl the beauty of herself, if he'd managed to give flight to a butterfly, then it was all worth it.

Rose leaned into his warm embrace. "Thanks for the wings."

"There were there all along," he whispered into her hair. "I just helped you to find them."