Doctor Who © The Beeb.

A/N: Forewarning: The Doc is a bit of a bastard in the beginning concerning Rose, but don't worry. It'll get sorted.

This is post GitF.

It wasn't often that he needed sleep. He was a Time Lord, and his physiology was much more advanced than the human form, but even with all of that on his side he still needed a kip every few days. After bouncing from the Nerva beacon, to Scaro, and then back to the Nerva beacon in his fourth body, he'd slept for about sixteen hours. The regeneration into his fifth body had been one of the roughest, and he'd slept a good long time during that, much to Tegan and Nyssa's chagrin. Then there was the Chase, and Dorothy. He'd never felt so worn out, and it hadn't been entirely physical, either. There was the time after his regeneration into Ol' Big Ears, and the regeneration into his current body.

He hadn't expected to be so worn out so quickly, though. They'd gone back to Earth on Rickey's request, where he happened to run into Sarah-Jane once again. Wasn't that fun? And then Rickey joined the crew and they landed on the spaceship with time windows. Racing hither-to across the ship trying to find the right window was tiring, but not so much so as jumping through said mirror on a horse. He'd allowed Reinette to get close to him, to fall in love with him, and look at where that had gotten him. She'd died waiting on him. Sarah-Jane waited twenty years, Reinette waited five. Was that what he really was? A burnt out Time Lord who left a trail of destruction and death behind him?

He was tired. He'd been tired since he'd gone back and seen Reinette's body being carted out of Versailles for the last time. When he came back onto the TARDIS, he'd even been thankful for Mickey's help distracting Rose. Rassilon knew that she would be thinking. Would she be "worried for him" Rose, or the jealous, bitter Rose that had emerged upon meeting Sarah-Jane? He couldn't deal with either Rose at the moment, and was more than glad when Rickey had given him an out. Sometimes he forgot how young she really was, and it snuck up on him.

He shook his head as he shucked off his plimsols and tossed his jacket and vest across a chair. He trusted the TARDIS to take care of his companions, to not let them get lost in the endless corridors, though they were probably sleeping at the moment. He thanked Omega that he didn't require that much sleep. He'd never have time to get into the same amount of trouble if he had to sleep six hours out of twenty four.

He crawled into his (rarely used) bed and laid back, staring at the ceiling. He had felt a bit bad about his behavior towards Rose after he came back that last time, but honestly, didn't he deserve the chance to grieve in peace, without worrying if he would offend her delicate sensibilities? She'd cut him that look, the one that said that she wanted to say something, that it was on the tip of her tongue, but pity was all that was keeping it unsaid. He wasn't sure if he wanted to know what had been on her mind or not.

Deciding it was all useless to think about while his thoughts were so sketchy, he chalked it up as a bad job and rolled onto his side. It didn't take long for him to fall asleep.

He was… on a space ship. Or something. It all looked terribly familiar. The walls were a posh sort of marble, and all in all, it looked like a fancy sort of place.

It was when the small blue servant walked by and bowed slightly at him that he remembered where he was. He was on the Platform 1, the viewing station that was hired to host the rich and famous as the Earth got roasted. This was the first place he and Rose had been, so long ago. He wandered around the corridors, looking for the station that had held the TARDIS. He laughed, remembering the look on the Steward's face when they'd appeared. A bit rude, he'd been at first, though it wasn't anything the psychic paper couldn't get them out of. The Doctor plus one.

Finding the main room, the Doctor was surprised to see that he wasn't alone. After all, it was his dream. He wasn't expecting any company. He walked towards the large viewing window only to have his steps falter when he realized exactly who was standing there. Sure, the man's back was turned to him, but it would have been impossible to not realize who it was.

Had his ears really been that big?

"Ever since the beginning, we've been making mistakes with her."

The Doctor walked over and stood beside himself. They both looked out of the window as chunks of molten Earth flew by. Silence reigned over them for a moment, both lost in contemplation.

"She scared us, so we brought her here. We actually wanted her to know how small and insignificant she was in the grand scheme of things. We wanted her to know a little bit of how we felt."

The Doctor looked over to where a ghost image of Rose was standing, looking so much younger than she had earlier in the day. Her eyes held a sadness in them that he could relate to.

"It didn't work."

His previous incarnation turned to him, finally, blue eyes piercing him where he stood. There was a torrent of emotion in them that he knew, had he been alive, would have been tightly packed away under his ever present mask. There was sorrow and anger, pure blinding fury at himself for many reasons. But as the younger man looked over at the girl standing next to him, his eyes softened. There was guilt there, deeply buried in an attempt to hide it from her.

"Didn't it? Every time we mention any part of our past, this is what she sees. She sees the planet she loves burning in front of her eyes. She sees the faces of the people she loves, hears them screaming in her head, blaming her for not paying attention. They tell her that she's running away with us, and that she's forgotten them, her own people. They blame her for their misfortunes. Don't tell me it didn't work."

The Doctor blinked and looked closer at the younger Rose. Her own hazel eyes were heavy as she looked at the floating chunks of Earth. She was mourning her planet's death, and he was responsible for making her look that way. He watched as his leather-clad self took the ghost Rose's hand. She looked up at him, not smiling, but understanding. Understanding that this was what she could look forward to. That no matter what all happened in her life, or the lives of the people she loved, that it wouldn't stop the Earth from dying, and that nobody would be left to care about it. At that point, they hadn't been to New Earth, and she didn't know that humans would always remember their home planet. He'd cast the thoughts into her head as if he himself had put them there. Had he really wanted her to feel that loss, that aching grief that he felt? How could he want to inflict anyone with that sort of pain, let alone a 19 year old girl?

The scene twisted and spun around him like smoke. Suddenly, he stood in the middle of London, on that busy street where he'd taken Rose immediately afterwards. He stood back with his younger self and watched Rose looking at all of the people. She lingered over the children, and the people walking by with cell phones stuck to their ear, too busy to notice the beauty in life.

"We showed her the darkness of reality, but from it she learned how to see beauty."

The Doctor watched as he walked over to Rose and gave her that smallest piece of his history. He smiled as she instinctually backed off in her questioning and made him smile. It was the smallest things that she did for him back then, to bring him out of his shadowy mood. Chips, it had been that time. Just something as small and human as fried potatoes, and yet it gave him hope that nothing was done in vain. Rose saw that life was beautiful, and it hadn't been him to show it to her. She'd noticed it on her own. And somehow, she'd shown it to him, as well, because he'd forgotten it, too.

Again, the smoke twirled around him, and he was standing in the parlor in that funeral home in Cardiff. He could see Rose standing there again, so alive and beautiful. But he could see the hurt in her eyes. He saw himself standing in the corner, arms crossed as always.

"We told her that our life was a different morality, and that she should get used to it or go home. How stupid of us. We were so closed minded that close to the War, and even then, she could sense it."

The Doctor walked over to where Gwenyth was sitting.

"We didn't do anything wrong here."

The younger him shook his head.

"But we did. We tried to force our view of the universe on Rose. We looked down our nose at her, thinking that she was small and human, and that she'd never understand that it was necessary to make sacrifices. But she understood. She understood much too well. She sat there, at the séance table, thinking that we were blaming ourselves again for the effects of the Time War. She sat there and wondered how long one person could torment themselves over something that couldn't be helped. And when we decided that the dead bodies would be useful for the Gelth, she wondered if we had ever had anyone we love die, because surely if we had we would understand how painful it would be for the survivors. She wondered if we would make the same choice if it were possible for the bodies of our loved ones to be used in such a way. She understood us better than we did, better than we do."

"But it's completely irrelevant."

"Is it? If the Gelth could use Susan's body, or Adric's, or Romana or Ace's? Would we feel the same way, or would we become the Oncoming Storm, righteous anger and indignation. No, she pegged us. We were desperate to fix our mistakes, so focused on that one task that we couldn't see the bigger picture. No, it wouldn't be possible for us to experience what the Gelth would do, but the people in that would. She sympathized with them, the families left behind. She saw her father in her mind, his body cold and stiff, but still animated. It terrified her. We didn't care to look, but wanted to pretend that she was too young, too human to understand."

The smoke twirled again, and they were standing in the basement, Gwenyth was possessed, and the Gelth turned from angels into demons.

"She didn't want to leave. Even then, when we were being narrow minded and bullheaded, she wanted to make sure we were okay. It isn't the last time she'll ever put herself in danger for us, to stay with us or to make sure that we're alright."

"Doesn't make it right."

"But it is, to her. It is so right, so uncomplicated and so necessary. Because she can see it now, how lonely we are. She can hear it in our voice, and she can see it in our eyes. And she knows now that she has to stay with us, or else we'll never remember what's important. Trust me, she's not doing us the favor here, she's doing a favor for the rest of the universe. She's saving the universe from us, because we're not ready for it yet."

"We're over a thousand years old. How can we not be ready for it?"

His younger self just shakes his head again. The swirling mist takes them just outside the burning building. Dickens quotes Shakespeare at Rose, telling her that there is more in the world than just the way she thinks. At the time, the Doctor was thinking the same thing, that Rose will learn that there is more out there than what she'll encounter on this little planet.

"But that wasn't what she was thinking. She was wondering if that applied to everyone. Perhaps the morality she lived, the emotional side was what we weren't seeing. She couldn't see the point where human life became so inconsequential, and she didn't want to. She wondered when we'd learned that, and if it were possible to show us what we must have once known, that life is precious and should be honored."

The Doctor stood there as the mists dissolved into nothing. Had he been underestimating Rose all this time? If he could trust himself, and if that wasn't a loaded question, then she'd always had more perspective than him. Under the London Eye, he'd been so amused. Look at the small human child acting grown up to save the all important Time Lord. Maybe he'd had it wrong since the beginning. Maybe the small human child was there to teach the big headed Time Lord.

He found himself in the Cabinet room at 10 Downing Street, watching himself stare at her across the table. Rose stood there and watched him with guarded eyes. Oh, she was frightened, because she'd already seen how his plans tended to end up, death and destruction, but she wasn't going to show him that. She told him to do it, whatever it was. Just like that, throwing her life into his hands, and accepting that if it were to somehow turn badly, that it would be worth it. When had she learned that her life was worth so little?

"She might surprise you here, you know. Sure, she trusts us to pull through. That's what we do, after all, make it through by the skin of our teeth. But that's not the overriding thought. She's hoping that we'll always do the right thing, even if the right thing isn't her mother's opinion. She knows what we do, now. We save the universe, save the timelines. She wants to know that we'll always pick the universe over her. She doesn't ever want to be chosen over what's right for everyone else. She's accepted that her life doesn't mean as much, that it's all secondary to doing what needs to be done. She's halfway to where we were during the War."

He'd always thought that it was her trust in him that let her hand over the decision to him. She'd offered it so casually, with a "yeah." Did she not realize that he would have been more than willing to let the Slitheen take over if it could guarantee her safety? Had she already decided that she would always come second to him? Was she actually second on his list? Sure, he tried to keep her safe. But it was always afterwards. I saved us, but are you okay? Oh, you almost burned to death? Well, I've got to deal with the criminal. No, I'm fine, thanks for asking. There's a ghost in the theatre. Be careful Rose. Oh, look at the ghost. Hello Dickens! Wait, where's Rose?

Rassilon, even Charles Dickens knew what was most important. "What are we sitting her discussing dusty old books for?"

The mist was back, and if current pattern served, they would be visiting Utah, where he'd met the last Dalek (at the time, of course.) She was in the 'Cage' with Adam, and she was listening to the plight of the Dalek. It was hurt, and it was alone, and she was as compassionate and caring as ever.

"D'you know what she saw when she looked at that Dalek? She saw us. She saw a worn out warrior, almost broken under the weight of the world, and desperate for release. That Dalek admitted pain, and though she didn't understand how significant that was at the time, it was better than us. We stormed through with a blaze, glazing over any real amount of emotion or life. It admitted that it was afraid."

He then saw Rose standing on the other side of that bulkhead, his finger having just pushed the command to close it. She held the phone to her ear, back to the Dalek. It showed that she wasn't interested in it in the least. She had to tell him what she'd wanted to.

"She told us that it wasn't our fault. Like a little child, that we couldn't help ourselves. We did what was "right", and we shouldn't feel guilty for killing her in the process. Even though we knew that even if she did die, we'd have to open that bulkhead eventually. We knew that closing it would do no good, and yet we did it anyways. And didn't that Dalek turn us out for it?"

They both heard the rasping voice of the Dalek telling him that emotions were useless if he couldn't even save the woman he loved.

"I learned something then. You've forgotten it since, but I learned it quick, in that moment. What was the point of saving the universe from evil, just to have evil attack again? The whole reason that we save the universe is so that the innocent and beautiful things might have a chance. And we kept cutting off the beautiful and the innocent. We forgot all about our charge on Platform 1. We didn't give any credit to the wonder of human life in Cardiff. We were willing to kill Rose, and Harriet, a genuinely good person, to be rid of twelve Slitheen. But there in Utah, in that moment, I learned the point of it all. What good is saving the universe if you don't make it better in the process?"

They watched without speaking as Rose stood between him and the Dalek. She stood her ground and didn't falter, even as he pointed a gun towards her. It wasn't that she trusted him that much, he could see it clearly now, but that she was doing what was "right" again. It was right, in her mind, to save him from himself, even if the price was her life. It was right to make him actually look around him, instead of blazing through on his cloud of self importance. She brought him down, but she'd devalued herself in the process, and it didn't sit well with him. Why hadn't he seen this earlier?

"You've stopped looking at Rose. You're so used to her being there that you've forgotten everything she's given up for us. You've stopped noticing when things hurt her, or when she disagrees. You've forgotten who she really is. You think of her as the naïve little girl again, and you've forgotten that, in many ways, she's much more wise than we will ever be."

The piercing blue eyes were back, and they were drilling into him.

"Who are you, really?"

The leather shoulders shrugged.

"I'm you, and I'm the TARDIS, and in that way, I'm also Rose. I can see her heart, and I always see yours, and I have my own as well. I am the only authority you will listen to anymore, the only thing that can keep you in check, as you've stopped caring what Rose thinks. And as my heart is also that of Rose, I feel her thoughts and emotions as well. I am doing what I must."

The Doctor couldn't back down from those eyes that seemed to pierce into him. They were icy blue, and then warm hazel, and then a golden radiance that was time itself. They held power and wisdom, and a sort of sadness that felt inherently wrong.

"What must you do?"

The change was so swift that he hardly had time to see the difference. Where the previous incarnation of himself had stood only a second ago, now stood Rose. She was dressed as she was back on Satellite 5, and the power of the Vortex swirled hypnotically in her eyes. She looked up at him unfalteringly, and he could not look away from her now any more than he could then.

"I'm reminding you of what you've forgotten."

And she reached out and took his hand.

Mwa! Part One of Two is down! Reviews would be fantastic!