Author: Chris4

Disclaimer: I don't own Doctor Who. The surrounding lines are directly from PoTW (written by RTD), but the (imo) thoughts of the characters and intervening smut are all mine.

Thank you to all my Beta readers –

Allie – for the very encouraging "Wow" response that kicked it all into gear.

Joy - for keeping my sentences from fragmenting (the previous 'thank you' doesn't count), for making the Doctor take off his shirt, and for making me clarify stuff ('So, where's his hand now...?').

Heather - for not being familiar with DW, for reading this anyway and giving me wonderful suggestions from an outsider's point of view and for commenting on Joy's comments.

Summary: This is the (ahem!) "missing scene" from the end of 'Parting of the Ways'. The Doctor is facing his final demise on Satellite Five when Rose comes back to save him. This time, however, she remembers the kiss and calls him on it, forcing them both to re-evaluate their relationship.

This fic could be considered to be canon, if you squint really, really hard ... and ignore the fact that it is smut. ;-)

The Doctor stood alone, surrounded by over a dozen Daleks and facing the image of the Dalek Emperor, the echo of his own words still ringing in his ears. Maybe it's time.

Maybe it was time, he thought. Rose was gone. Jack was dead. And both situations were his fault. He had sent Rose home, to keep her safe, knowing that she would probably never forgive him for doing so. At least she would be alive to hate him, though, and that was all that mattered. Jack, on the other hand, had remained with him, but at the cost of his life. The young Time Agent had been struck down in his prime by a cold, unfeeling creature that should have died in the Time War. He silently mourned them both - his companions, his friends.

The Doctor looked up at the self-proclaimed Emperor of the Daleks one last time, before closing his eyes. He took a deep breath, and waited for the sudden, sharp pain that he knew would bring about his death ... his final death.

Instead, a familiar wheezing began to grow in the echoing silence.

"Alert!" The metallic voice of a Dalek urgently proclaimed. "TARDIS materializing!"

The Doctor spun around, eyes wide in surprise as his TARDIS, his beloved TARDIS, faded into view.

"You will not escape!" the Dalek Emperor roared, its tentacles beating against its container in anger.

Still reeling in shock from the TARDIS' unexpected appearance, the Doctor watched as both doors were flung wide, a bright, golden light instantly flaring out. He threw his arms up in front of his eyes, momentarily blinded. Blinking rapidly against the intense glow that was pouring out of the police box, he slowly brought his arms back down as his eyes adjusted. Tendrils of golden energy snaked out from the open doors, absently caressing the TARDIS as they stretched into the room.

The Doctor stumbled back, falling to the deck as the sphere of golden light advanced towards him. The strands of energy started to pull back, wrapping around themselves as a shape began to coalesce at the center of the mass. He stared in incredulity as the incandescent form resolved itself into an achingly familiar figure.

Rose.

"What have you done?" the Doctor asked in amazement. He had sent her home. There was no possible way that she could be there, standing in front of him.

"I looked into the TARDIS," Rose replied, her voice soft as she gazed down at him. "And the TARDIS looked into me."

"You looked into the Time Vortex, Rose. No one's meant to see that."

"This is the abomination!" the Dalek Emperor cried, its voice rising in anger.

"Exterminate!" The cry of a single Dalek was followed by immediate action as its laser came up and fired at the blonde girl.

Before the Doctor could even react, Rose's eyes flashed gold, her right hand snapping up in front of her face. The lethal beam of energy hit her palm dead center and just stopped - not deflected, not repelled, just stopped. Then, even more amazingly, the laser seemed to be reversed and pushed back into the Dalek.

"I am the Bad Wolf. I create myself." Rose's words drew his attention back to the glowing eyes that were now focused on him. Her gaze snapped up, looking at the company name embossed on the wall in front of her.

Without looking, the Doctor knew what she would see: Bad Wolf. It was the phrase that had taunted them for the better part of a year.

"I take the words," she continued. "I scattered them. In Time ... and Space."

She waved her right arm before her in a gentle arc, pulling the letters off of the wall and brushing them away like a memory.

"A message, to lead myself here."

"Rose!" The Doctor's voice was full of anguish as he looked at her. "You've got to stop this. You've got to stop this now."

Her gaze remained on the marquee where the words used to live, although it seemed to be focused inwards as if she was sending the words out to herself, to both of them, at that very moment.

"You've got the entire Time Vortex runnin' through your head. You're gonna burn!" he pleaded.

Rose looked back at him, the golden glow fading from her eyes, leaving the chocolate brown irises that he had come to know, and love, so well. A single tear streaked down her cheek as she regarded him.

"I want you safe. My Doctor."

A small smile played at her lips, gone almost before he even registered it.

"Protected from the false god," she continued, her eyes still locked on to his.

He saw it then, the love in her eyes. Oh, he'd always known that she cared about him, but this was different. The love that he saw now was the love that had brought him back from the brink of destruction and had changed the angry man, born out of war and pain, into a better person. It was the love that had lessened the agony of the Time War and the loss of all he had once held dear. It was the love that forgave him everything, because it knew he had only done his best. It was her unflinching love for him, the Time Lord, the man.

"You cannot hurt me," the Emperor declared, interrupting the Doctor's moment of understanding. "I am immortal."

Rose looked up at the Emperor. "You are tiny," she stated, her voice echoing with derision. A speck of gold started to flicker in her eyes. "I can see the whole of time and space. Every single atom of your existence and I divide them."

Rose's eyes flashed gold as her hand snapped up once more. The Doctor watched in amazement as the Dalek that had shot at her earlier disappeared into a shower of fine, glowing points of light before blowing away on a breeze that didn't exist.

"Everything must come to dust. All things. Everything dies." Rose's voice was choked with tears as she turned her attention to the Daleks that were in the large room with them. Slowly, she raised both arms as she regarded them. Without so much as a whisper, the remaining Daleks joined the fate of the first, gradually dissipating into bursts of golden sparks and dying away.

"The Time War ends," she stated, her tone final.

"I will not die," the Dalek Emperor shouted in defiance. "I cannot die!"

Rose's eyes flickered and the Doctor knew that the Emperor's last statement had been in vain.

He felt it, just as he had felt the deaths of the Daleks that had faced him only moments before. An infinitesimal burst of energy, centered on the Emperor's ship, flared outwards, dissolving the ship and then the remainder of the Dalek fleet in a rush of luminous embers. Slowly, gently, the glimmering remnants began to fade as they scattered across the blackness of space. It was over.

"Rose, you've done it. Now stop." He looked at the girl in front of him, almost pleading. "Just let go."

"How can I let go of this?" she asked, her gaze still focused outwards. "I bring life."

At Rose's words, two things happened. Jack, his lifeless body lying in a cold, lonely corridor, opened his eyes with a heaving gasp and the Doctor felt a sudden sickness deep in the pit of his stomach.

Jack frantically sucked air into his lungs, a painful surge of blood coursing through his body as his heart pounded back to life. Baffling images assaulted his mind: playing tennis, Daleks, game shows, talking to a robot while nude, exploding tomatoes, a train approaching through a tunnel. None of it made sense. With another desperate gasp, he tried to sit up, only to immediately fall back with hiss as the sensation of millions of pins and needles assaulted his entire body. His skin crawled with the need to move, but he forced himself to remain still, trying not to pant as he relearned to breathe. Once everything had started to settle down, he would go find the others, he decided. He just needed a moment or two, that was all.

Jack, the Doctor's gut whispered, his sorrow rising up to mingle with instinctual aversion. He fought down his bile as he felt the timelines twist into a snarled knot. A stopping point had been introduced into the universe. A life that had ended was renewed, but not as a reincarnation or a rebirth or any one of the hundreds of different ways that life could be woven into the fabric of time. Instead, it was as if that particular life, that particular thread, suddenly existed across all of Time and outside of it, all at once.

"But this is wrong!" the Doctor protested, looking up at Rose. He knew that her intentions had been good, but the actuality of the situation sickened him. "You can't control life and death."

"But I can," she replied, her eyes reverting to their normal color once more as she looked at him. "The sun and the moon. The day and night." Her voice quivered with unshed tears. "But why do they hurt?"

"The power's gonna kill you, and it's my fault." The anguish the Doctor felt was nearly debilitating. He had sent her home to keep her safe. He should have known that she would fight him, and now her actions to save him were at the price of her life. Another death to add to his already over-burdened soul. He looked away, unable to face the love that still shone in her eyes.

"I can see everything," she said, drawing his gaze back up to her. "All that is. All that was. All that ever could be."

The Doctor stared at her in wonder as her words washed over him. A joy filled his soul, lifting him to his feet as he faced the blonde girl.

"That's what I see," he proclaimed, the amazement and thrill of having her describe a Time Lord's vision enveloping him. "All the time. But doesn't it drive you mad?" he asked.

"My head-" she started, her voice catching on the words.

"Come 'ere," he said, reaching out to take both of her hands in his strong grip.

"-is killing me," she finished, looking up at him.

"I think you need a Doctor," he intoned, his voice lowering with suppressed emotion. He had to save her, and the only way to do so would be to take the Time Vortex from her and into his own body. The process would spare her life, but there was a 93.057 percent chance that it would trigger his regeneration. So be it.

Slowly, he drew her forward, closing the distance between them. His gaze dropped to her lips as he leaned in, never wavering. This was something that he had wanted to do since he met her, something that maybe he should have done forever ago, and to hell with the reasons saying otherwise. In fact, now that the moment was upon them, the reasons for not doing so seemed pale and ridiculous and he wondered why he had ever come up with them in the first place.

Her lips were soft, softer than he ever imagined they would be. His arms slipped around her waist as he pulled her closer, feeling her hands slide up to clasp his elbows. Just as he brushed her lower lip with his tongue, ready to deepen the kiss, he felt the Time Vortex start to pour into his body.

The feel of the Vortex as it slid between them certainly wasn't painful. In fact, it added a new dimension to the kiss that he hadn't expected as suddenly, he could actually feel her love for him. And somehow, he knew that she could feel his love just as easily. It was very similar to a Gallifreyan mind-bond, although it was definitely on the empathetic, rather than the telepathic, side. Reluctantly, he ended the kiss, pulling back from her, although he didn't release her. The remaining energy of the Time Vortex continued to flow into him, but it was slowing to a trickle.

He watched her face, looking for the tell-tale sign that would tell him he had removed it all. When her eyelids started to flutter, he knew he had been successful. At least, he hoped he had. With a soft sigh, Rose fell forward into his waiting arms, her head nestled on his shoulder. He gently lowered her to the ground, his eyes never leaving her face.

Once she was settled, he stood back up, facing the TARDIS. Breathing in deeply, he pursed his lips and exhaled. It was with relief that he saw the golden strands of the Vortex leave his body and gently flow between the open doors, heading back home. His eyes drifted shut as he felt the last of the energy fade away.

Stumbling slightly, he allowed himself a rueful smile as he re-opened his eyes. It had worked, for the most part, but he knew, without a doubt, that what time he had left in this body was now limited to hours. He was going to die. He could probably hold it off until she was safe, but not for much longer beyond that.

The Doctor knelt down next to the prone girl, one hand reaching out to softly stroke her cheek and neck. She sighed at the touch, turning into the caress as her eyes fluttered open.

"Rose, come on, we need to get out of here," the Doctor said.

Rose sat up groggily, one hand going to her head and then moving to her lips. She looked up at the Doctor, confusion evident on her face.

"You-" she started to say.

"TARDIS," he answered. "Once we're outta here, we can talk."

Rose nodded numbly, allowing him to help her stand. He slipped one arm around her waist and pulled her close, guiding her steps when she faltered.

Quickly, he led them to the TARDIS, fumbling with one hand to open the doors as he supported Rose against his body with the other, unwilling to let her go. Once they were inside, he settled Rose on the jump-seat and started the dematerialization process.

He had felt Jack start to move, the young man having become acclimated to his 'alive again' status, and knew that he would seek them out as soon as he could. He didn't want to be there to face him, knowing that everything in the Time Agent's life had suddenly changed. Maybe he would be able to explain himself to Jack if they ever met again ... maybe not. Truthfully, he hoped he never had the opportunity.

Calmly watching events unfold on the TARDIS' monitor, he saw Jack run into the room, trying to catch them before they escaped. The painful look of disbelief and abandonment was clear on Jack's face as the TARDIS faded from view. The Doctor felt a slight tug on his hearts, knowing that he was deserting his friend, but the feeling was easily eclipsed by the horror of what Jack had become. He breathed a soft sigh of relief once the instruments indicated that they were safely away.

He turned to see Rose watching him quietly, her expression unreadable. Leaning against the console, he cleared his throat and opened his mouth to speak when she suddenly cut him off.

"You kissed me."

"Ah ... yeah, I did." He looked at her a little nervously, not sure of the direction of her thoughts.

She stood up and moved towards him, coming to a stop when only a few inches separated their bodies. "You took the Time Vortex from me with a kiss," she stated.

The Doctor nodded, unable to voice a reply. His eyes flickered to those lips. He desperately wanted to kiss them again, but he held back, waiting...

Slowly, Rose reached up to cup his cheek in one hand, tracing along his jaw, stopping just below and behind his ear, her fingers idly twining through his short hair.

"Kiss me again," she said.

He didn't need to be told twice.

His right hand instantly moved to the back of her neck, tugging her towards him as he spun them around, pressing her against the console. His lips crashed down onto hers, but this wasn't anything like the gentle, sweet kiss that they had shared earlier.

This was passion unleashed.

Fingers tangling in her hair, he snaked his other arm around her waist, pulling her even closer. Her arms came up around his neck as she opened her mouth, letting him plunge his tongue inside. The mind-bond that they had shared earlier flared back into life the instant his lips met hers. He could feel their common desire as they ate at each other's mouth, deepening the kiss with each moment that passed. He groaned at the taste of her, his tongue dueling with her own as the fervor of the kiss skyrocketed.

With a gasp, Rose threw her head back, breaking the kiss as she gulped air into her starved lungs. The Doctor took advantage of the situation to move to her now exposed neck, his lips making their way down to her collarbone and then back up to just below her ear in a series of hot, wet kisses.

He knew that he shouldn't be doing this. His regeneration was imminent. He had an hour or so, at the most, but his desire, his need for this woman overrode all logical thought.

He groaned her name, his voice low with intensity, as she fastened her lips on to the hollow of his throat, laving it with her tongue. Hungrily, she kissed her way back up his neck, before claiming his mouth once more. He felt her hands push at his jacket and without a moment's hesitation, he shrugged out of it, letting it fall to the floor behind him.

He shuddered as Rose's hands immediately slid around his waist and along his back, her nails scraping lightly at his skin. After a moment's exploration, she seized the bottom of his jumper, gathering the material in both fists as she started to pull upwards, exposing his toned frame inch by inch. Briefly breaking their kiss, the Doctor yanked the garment the rest of the way off, tossing it over his shoulder before pulling her back towards him.

Rose trailed kisses along his face and neck while her hands skimmed down his chest, eager to discover the feel of his bare skin beneath her fingertips. Her kisses felt scorchingly hot against his body as her lips followed the path her hands had taken. A strangled gasp escaped him as she ran her tongue across one, then the other, nipple before working her way back up to his mouth, her arms encircling him yet again.

After another round of breathtaking kisses, he returned his attention to her neck, letting his lips, teeth and tongue blaze their way across her skin, eliciting a series of delighted groans as she clutched at him. He reached one hand between them, grasping at the metal zip of her hoodie, quickly wrenching it free. His hand then slid back up to her shoulder, slipping under the jacket, and the tee-shirt beneath it, to expose more skin to his lips.

He felt her hot hands leave his back and was momentarily confused before he realized that she was divesting herself of her jacket. He reached up to help her, tugging the material down her arms before dropping the hoodie to the console room floor. One hand splayed against her hip, holding her against him while the other slipped just under the hem of her tee-shirt. Almost without conscious thought, his fingers glided gently across the bare skin of her stomach before drifting down to slide along the edge of her jeans. Unhurriedly, he drew his hand back up, lightly ghosting along the front of her shirt before coming to a stop at the low neckline.

Rose trembled against his fingertips as he sketched faint patterns along her neck, shoulders and across the swell of her breasts. When his lips then followed the same route, Rose was unable to stop herself from arcing back to give him better access to her body. The hand that had been on her hip slipped behind her back, supporting her. Slowly, deliciously, she felt his kisses move lower and lower on her chest, only to be stopped by the hem of her shirt. Barely registering his movements, Rose suddenly found herself stripped of the offending garment. The feel of cool air briefly caressing her skin was quickly overcome by the feel of hot, searing kisses as his lips started their leisurely journey once more.

The tantalizing slowness was too much. Crying out his name, Rose thrust herself forward into the palm of his hand, inhaling sharply as she felt his thumb instinctively brush over her breast, teasing her erect through the thin, lacy material of her bra. She pressed her body against his, trapping his hand in place, gasping his name as his deft fingers continued to torment her.

The Doctor slid one finger along the edge of her bra, lightly brushing across her breast. Hooking his fingers under one strap, he slowly eased it down her shoulder, while his other hand worked behind her to release the clasp. He let his lips trace their way across the mound of her breast, his tongue making small, wet circles on her skin. Just as he reached his final destination, the clasp fell free, releasing her. She clutched at his head as his mouth fastened on her, small, whimpering sounds escaping her lips as he tortured her with tongue and teeth.

The sound of her breathless cries, the feel of her hot, bare skin pressed up against his own, and the taste of her in his mouth caused his hearts to pound even harder. This, of course, sent yet more blood down to its inevitable resting place, as well as a rush of unrestrained desire through their shared link.

Rose's eyes flew open with a gasp as she felt him surge against her, both physically and mentally. Shielding his thoughts as tightly as possible, he cursed himself for getting carried away, for letting it get this far. He should have never kissed her in the first place, but damn it, he wanted something for himself before he died! It was selfish, purely selfish, and now they would both have to deal with the consequences – him, in his new incarnation and her with the memories of his old one.

He closed his eyes and started to release her when her lips fastened on his once more. This time, however, the surge of heat came from her end of the mind-bond, washing over him in a wave of newly released longing and desire. It was immediately followed by a flood of pure lust, taking the Doctor completely by surprise. So much so, that he didn't realize that she had adjusted her position slightly on the console until she ground herself up hard against his body, right where he needed it the most.

He didn't need to look at the millions of possible timelines that spread out before him to know where this was going.

"Rose!" he gasped out her name between kisses. "My sweet, clever, fantastic Rose. Are you sure?" She had to be sure. He didn't want to push her towards anything she would regret. His life was too full of his own regrets. He didn't want to become one, too.

"Yes," she answered him, breathlessly. "Doctor. My Doctor. No more hiding." She captured his face between her hands, eyes hooded with need, as she looked at him. "I want you. Now."

Deftly, he snagged the waistband of her trousers and started to push them down her hips as she simultaneously toed off her shoes. She shimmied out of her jeans and knickers, then gasped as he lifted her and set her on the console. Reaching out, her hands made rapid work of his belt, swiftly followed by the button and zip of his trousers. With one quick motion, she shoved the soft material of his jeans and pants down and out of their way.

The Doctor's gaze locked on to hers, one last plea for confirmation before they embarked on a journey from which there would be no return. Eyes dark with passion, Rose nodded her assent. Between one breath and the next, they both surged forward, joining their bodies together in an intimate embrace.

Time stopped.

It was everything he ever imagined it could be and a million times better. It was as if she was meant for him; she had saved his life and his sanity, trusted him unfailingly, loved him despite his flaws and his history and now gave herself freely to him. The feel of her pressed up against him, surrounding him in her heat, nearly overwhelmed his senses, but to also share this incredible mind-bond with her, to feel the caress of her emotions against his mind ... well, it was beyond exquisite. Slowly, time started to flow again as each movement, each touch, each whispered endearment brought them closer to their ultimate goal. As the dance they shared created its magic around them, it resonated in his hearts, his mind, his very soul.

He felt her passion rise, reaching towards a crescendo of ecstasy, and knew that he wasn't far behind.

Capturing her lips once more, he felt her shudder against him, tearing her mouth away from his as his name fell from her lips in a scream. The feel of her rapture, both mentally and physically, sent him soaring up after her, each breath coming out as a gasp as he called her name in reply.

Slowly, they floated back down together, reveling in the sheer joy of their shared passion.

He kissed her tenderly, savoring the feel of her lips for what would be the beginning of the last time.

"Sweet Rose, you do know I love you, yeah?" the Doctor asked, one hand stroking her cheek.

She smiled a satiated smile at him, unsurprised at his sudden declaration of love. "Yeah, I know. You know the feeling is mutual, right?" she asked in return. "I love you, too."

He nodded, smiling at her warmly.

"So, where do we go from here?" she asked, one hand trailing up and down his chest.

He captured her hand in his, holding it closely between his hearts. "We need to forget, Rose," he said softly.

"What?" she asked, trying to pull her hands away from his in protest. "Whaddya mean, forget? Why would we ever want to forget this?" She looked at him in confusion, hurt written across her face.

"Rose, I took the Time Vortex from you to save your life." He hesitated, considering and discarding a dozen different ways to tell her that he was dying. Finally, he decided that the simplest explanation was the best. "But it's gonna cost me my life."

She shook her head in denial, opening her mouth to refute his statement.

"No, let me finish," the Doctor said, placing one finger to her lips. "No one, human or Time Lord, is meant to absorb the Time Vortex. When I took it from you, it started killin' me. This body is dying, but I'm not going to leave you."

"How?" Rose asked. "If you're gonna die, how is that not leavin' me?" She bit her bottom lip, fighting the tears that threatened to spill down her face.

He cupped her cheek in his hand. "Time Lords have this ability called 'regeneration.' It means that when our bodies are in danger of death, we change, at the cellular level, and become a new person. But it also means that this body, the body that you know, is gonna die."

As if to support his words, a golden glow ghosted over the hand he held at her lips. "It's starting," he said.

"No!" Rose cried, her voice thick with pain. "I don't want you to go!"

"I wish I had a choice," he replied, watching the glow fade. "And I'm not really goin'. I'll still be with you, but I'll have a new body." He pressed a kiss to her forehead.

"But with that new body will come new ... idiosyncrasies, new tastes and possibly a new ... a new way of thinking about you," he finished. "I know I will still care about you, without a doubt. What I honestly don't know is if I will still love you the way I love you right now. I don't know if my love will die with this body or if my new body will inherit it. And that isn't fair to you."

Rose shook her head in confusion. "Whaddya mean, not fair to me?"

"It wouldn't be fair to you to have the new me not love you the way I do now. It's also not fair for me to expect you to still love me once I've changed."

A single tear streaked its way down Rose's cheek. "It's not like I can stop lovin' you," she said.

"And this body will never stop lovin' you," the Doctor replied, wiping the tear away with his thumb. "That's why I want to lock away how we feel about each other, so that it doesn't get lost when I become this new man. And the only way I know to do that is to make myself, make both of us, forget."

"But ..." Rose faltered. "If you make us forget, how are the memories not lost?"

The Doctor smiled at her. "Think of it like a post-hypnotic suggestion. We'll have a key phrase. Once it gets spoken, the memories will open back up."

Rose sniffed. "What phrase? How d'you know that one of us won't say it by mistake?"

"Because the phrase is gonna be 'I love you', and we will both have to say it for it to work." He smiled at her. "If we've gotten to that point after I've regenerated, then I think we'll be able to deal with the memories, yeah?"

Rose chuckled at him, despite the tears that still gathered in her eyes. "It won't be all our memories of each other, will it?" she asked. "I don't want to forget my last year with you."

He shook his head. "No, just the memories since your arrival back on Satellite Five."

Rose closed her eyes in pain. "We won't remember lovin' each other," she whispered. "We won't even remember our first kiss."

The Doctor shook his head again, running his thumb along her cheek once more. "It's really for the best."

With a deep, hitching breath, Rose nodded at him. "Okay," she replied, forcing out a damp chuckle. "Guess we better make ourselves presentable, yeah? Otherwise we're gonna have some unanswered questions poppin' up"

He grinned at her proudly, sending a burst of love for her down their mind-bond.

Easing himself away from her, he lifted her off the console and placed another kiss on her forehead, then on her lips. This set the tone to allow for many more stolen kisses and caresses as they cleaned themselves up and, as Rose had so aptly stated, made themselves 'presentable'.

Finally, the time had come. Rose bit her bottom lip, trying not to cry again as the Doctor slowly moved his hands to her temples. "Rose, I do love you. If there were any other way, then this never would'a even been an option."

"I know," she replied, choking on the words. She looked up at him, her hands fisting in his jumper. "I don't want to forget," she whispered.

The Doctor closed his eyes in pain as he held her tightly. "Neither do I, Rose. Neither do I."

Knowing that he was only delaying the inevitable, he forced himself to loosen his hold. Taking a deep breath, the Doctor pressed his forehead against hers. "One last kiss," he whispered, capturing her lips with his own.

Her lips were still softer than anything he had ever imagined. His arms slipped around her waist as he pulled her closer, feeling her hands slide up to clasp his elbows, mirroring their first kiss. Slowly, ever so gently, he skimmed her mind, removing all the memories they had just created and locking them deeply away, only to ever be accessed again by a mutual protestation of love. He tied one last burst of love and adoration to the mind-bond that they had shared before locking it away as well. When he felt her sag in his arms, he knew that he had been successful. Reluctantly, he ended the kiss, laying her down on the floor.

With a sigh, he caressed her cheek one last time before moving over to the display on the console. Closing his eyes, he entered into a meditative state, filtering through his own memories. Deciding at the last minute that at least one of them should remember that the Daleks were indeed defeated, he changed his starting point to just after they had entered the TARDIS. A single tear rolled down his cheek as he gathered all his memories together and stowed them away deep in his mind, setting the key that he desperately hoped would someday be used. With a final burst to lock everything in place, the Doctor wiped his mind clean.

The Doctor looked briefly up from the console as Rose slowly began to stir. "What 'appened?" she asked, looking around from her position on the console room floor.

"Don't you remember?" the Doctor asked lightly, busying himself at the display screen.

"It's like ..." she paused, sitting up slowly. "There was a singing."

"That's right," he replied. "I sang a song and the Daleks ran away." He grinned to himself, amused at his own joke.

"I was at 'ome," she paused again, her brow furrowed in confusion. "No, I wasn't. I, I was in the ... TARDIS and ... there was this light and ..."

The Doctor let Rose's voice fade into the background of his awareness as a twinge flitted across the back of his hand. Looking down, he saw his skin briefly effused with a faint glow. It was starting.

"I can't remember anything else," she finished, shaking her head, drawing his attention back to her.

He looked down at where she still sat on the floor of the console room. Rassilon, he was going to miss her. He regarded her for a moment until she looked up at him, eyebrows raised questioningly.

"Rose Tyler," he said, chuckling softly to himself. "I was gonna take you to so many places. Barcelona? Not the city, Barcelona, the planet Barcelona. You'd love it. Fantastic place. They've got dogs with no noses." He laughed, bringing a smile to her face as she chuckled in response.

"Imagine how many times a day you're not tellin' that joke, and it's still funny."

Rose bit her bottom lip, smiling at him. "Then why can't we go?" she asked.

"Maybe you will. And maybe I will. But not like this."

Rose pushed herself to her feet. "You're not making sense."

"I might never make sense again. I might have two heads, or no head." He laughed.

"Imagine that, me with no head." He grinned at Rose's smile. "And don't say that's an improvement." He laughed again, but it was forced. Quickly, he looked back down at the monitor, gathering the courage he needed to continue.

"But it's a big dodgy, this process." He watched as Rose's smile started to falter in confusion. "You never know what you're going to end up with."

A violent burst of regeneration energy caused him to stumble back from the console, doubled over in pain as he clutched at his stomach.

"Doctor!" Rose screamed, reaching out for him.

"Stay away!" he yelled, forcing himself to look at her. Grunting with the effort, he slowly straightened, arms still wrapped around his middle as if it would remove the agony that was coursing through his body.

"Doctor, what-" she whispered, her voice faltering on the words. "Tell me what's going on."

"I absorbed all the energy of the Time Vortex and no one's meant to do that." He grimaced in pain as another wave ran through his body. Once it had lessened, he looked back up at her. "Every cell in my body is dying."

"But ... how ... can't you do somethin'?" she asked, her voice thick with fear for him.

"Yeah, I'm doin' it, now," he replied. "Time Lords have this little trick. It's, uh, sorta a way of cheatin' death." He was forced to fall silent again, all his concentration focused on holding back the regeneration just a little longer.

"Except," he paused, gazing at the blonde girl who meant so much to him. "It means I'm gonna change."

The look on her face as she shook her head in confusion nearly broke his hearts, but he forced himself to continue. "And I 'm not gonna see ya again. Not like this. Not with this daft, old face." He smiled at her briefly, trying to make a joke out of it.

"And before I go-"

"Don't say that!" Rose cut him off. Her eyes were wide with pain and uncertainty.

"Rose," he said, the emotion in his voice making her fall silent. "Before I go, I just wanted to tell you, you were fantastic. Absolutely fantastic." He smiled at her warmly, trying to make her realize how much he truly loved her.

"And you know what?" he asked, another small smile breaking free as she shook her head.

"So was I." The grin he gave her grew even wider when she smiled at him in response.

Somehow, he knew that everything was going to turn out okay. Absently, he wondered how his being so utterly in love was going to affect his regeneration, and if the new man was going to love her as well. He chuckled silently to himself as he let the regeneration energy finally take hold.

Knowing Rose Tyler, his next incarnation didn't stand a chance.