1Staring back at her, in the first photo, was a girl, in her teens. The picture was black and white,

and the girl was in a formal pose, like a school photo. She is dressed plainly, in nondescript clothing,

which didn't seem to complement her stunning, innocent beauty. The next picture was of her with an

old man, dressed in a dark suit, white shoulder lengthed hair brushed back, standing next to her, looking

like he didn't want to be there. He had an arm wrapped around her shoulders. The next photo revealed

the girl with two adults. Martha thought at first they were her parents, but she read the caption underneath: "Susan and her teachers Barbara and Ian."

Martha flipped through page after page of photos, seeing the old man with the girl Susan

again and again, in different places, although most of the photos were taken in England. Some were

posed, some were candid shots. There was one of the old man working at a console of what appeared

to be a control room. Martha felt a smile twitch onto her face realizing that the old man was The Doctor,

and that he didn't realize at that moment someone took a photo of him. She saw another photo of

The Doctor with the girl again, this time smiling with Susan. "Who is this Susan?" she said to herself,

feeling a pang of jealousy towards the mysterious girl.

"She was my granddaughter," The Doctor replied. Martha jumped, gasping in surprise. She looked towards the door, and saw The Doctor standing there, with a stern look on his face. Martha straightened, managing to look embarrassed. The Doctor made his way towards her. "Couldn't sleep?"

Martha shook her head. "Was only looking for something to read, and found these..." she gestured towards the other album, bound in rich dark red leather. The Doctor's face softened somewhat. He reached her side, and looked at one of the opened pages. A strange look came over his expressive face, a look of nostalgia. He looked back at Martha, who was watching him the whole time. Knowing what happens next, The Doctor pulled up a matching chair, gently pushed the side table with her cooling tea and cookie, aside, and sat down next to Martha. Impulsively, he grabbed one of the cookies and started munching on it. He leaned over to his left, to be able to see the pictures better. "I haven't looked at these pictures in a few centuries.." he mused, absently brushing dust off some of the pages, making Martha sneeze. "Bless you," he said without looking up. He stared at a picture of Susan, looking more mature, smiling back from the past. He ran his fingers lightly over her face, slowly, frowning slightly.

"She's your granddaughter?" Martha was a bit shocked. She knew he was old, but it never

occurred to her how old he was. He nodded, "She travelled with me, with her two teachers here," he

gestured to a picture of Barbara and Ian. "They followed her back here to the TARDIS one day, because

she was unusually smart for a girl her age. They became my companions, but they went back to their

time..." he grew silent, staring at the photos, the memories haunting him from the past. Martha was

staring at a picture of The Doctor, as that old man. She looked at him, the way he is now--young, handsome, a boyish charm his former self lacked. "How did you go from looking like that, to how you are now?" The Doctor glanced at her, "It's a process, called 'Regeneration'. It happens before or when I die. When it happens, my body changes, every cell," he paused as he looked at his former self, "I was getting old, and I had such a hard time moving about..." Martha recalled for a moment, her own grandfather, and nodded. They flipped a page, and the black and white photos were no more. Colorful pictures replaced them as they flipped the pages. Martha stopped at a picture containing a holopic of a ruthless yet beautiful woman, "Who is that?" The Doctor frowned, his jaw tightening. Martha watched his expression change, waiting patiently for him to answer. After a few moments, he finally answered, "Her name was Sara Kingdom. She was the first of my companions to die while traveling with me.." "Why? What happened?" Martha asked before thinking, realizing as she asked, that she shouldn't have. The Doctor blinked back tears, and managed to have fought them down, "A...machine called 'The Time Destructor'. She was in its field and turned to dust after aging rapidly." Matha's eyes widened, "Oh.." As if speaking to himself, he murmured, "She was..such a cheeky woman. But she was loyal."

The Doctor took a deep breath, and slowly sighed. He took another bite of his cookie, and Martha

noticed, "Oy! That's my cookie!" The Doctor popped the rest of it in his mouth, "Not anymore," he mumbled. He grinned, showing bits of the chocolate chip cookie. Martha pretended to look disgusted, but grinned back nonetheless. She rolled her eyes, "You're as bad as Leo!" The Doctor laughed, and swallowed his mouthful. Martha couldn't help but join him, and offered her plate of cookies. He took another one, thanking her silently. Still smiling, Martha turned a page, looking over pictures of unfamiliar faces. "Why do you have these, Doctor?" His smiled faded a bit, "Oh, Susan and Barbara started these. Susan was surprised at how I never kept albums. I told her I didn't have the time. So she and Barbara started taking photos, started this very album here.." He smiled, a paternal smile, surprising Martha for the second time. She glanced down at a photo of The Doctor with a man that reminded her of Spock, and she saw the old man in the man sitting next to her. "After that, I just kept going, with the help of the others, of course," he added as he handed Martha a cookie. She accepted, taking a bite out of it, realizing she was hungry. He turned the page, and pointed to a girl dressed in red, "Now, this is Dorothea Chaplet. We called her 'Dodo'." Martha munched on her cookie, listening to The Doctor talk about his various companions. He passed her the cup of tea she made earlier, and she sipped as he continued.

Eventually, she felt herself drift, her eyelids getting heavy, listening to The Doctor's voice, soothing her, making her relax.

Then, without warning, she yawned, interrupting him. He stopped, and smiled softly,

"Getting sleepy?" Martha nodded, "It's your fault. With that soothing voice of yours.." He chuckled softly, "Go on then. Off to bed with you." He gently took the album from her, and she stood up. She stretched, then turned to leave. She paused at the door, and looked back at him, looking through the album. She hesitated for a second, "Doctor?" The Doctor peered at her over his glasses, "Hmm?" Martha turned slightly back towards him, "Could we continue this later?" The Doctor nodded, "Alright. Goodnight, Martha." Martha smiled, and replied, "Goodnight, Doctor." With that, she went to bed, leaving The Doctor with his memories.