A/N: I just sort of get these random bursts of inspiration when an idea gets in my head and it won't get out so I have to write it down. I just watched the 1996 Doctor Who movie today so I do so apologize if Grace is completely out of character.


Grace let out a heavy sigh as she tore off her bloody gloves and discarded them. Another stressful heart surgery where they'd almost lost the patient. She and her team had managed to correct the problem and save him at the last minute but it still took its toll on her.

She had done countless heart surgeries since then, since him but every time someone came in, especially a male, she couldn't help but be reminded of her double-hearted Time Lord and his ability to come back to life as a completely different man.

It had been 5 years since she told him 'no' and she watched with a heavy heart as the gorgeous man she kissed under the fireworks slipped into his mysterious blue box and disappeared out of her life.

At times she missed him terribly, parts of her regretting her decision to stay, and then she'd have days like these, where she was the only one who could possibly save someone's life.

There were other times when she would act like none of it had ever happened. She live her life day after day, saving people and never thinking about the Doctor.

But she'd never forget him. Oh how could she? That strange, wonderful man.

She tossed her bloodied scrubs into the washings bin and headed off to her next patient, who thankfully wasn't in critical condition.

"Alright Mrs. Henry, I'll be back to check on you in a couple hours." Grace told the elderly woman as she hung halfway out the door. "And remember, try to stop watching those crime dramas. You know what they do to your heart." She smiled gently at woman and held back a chuckle as she waved her hand dismissively.

She closed the door behind her and headed down the hall towards her next patient. One of the nurses spotted her from down the hallway and jogged over to her, "Dr. Holloway, there's a doctor here to see you."

"Really?" She asked, baffled. She didn't remember any meetings being set up for her today. "Doctor Who?"

The young nurse shook her head and shrugged. "He didn't give a last name."

Grace narrowed her eyes in suspicion. "What do you mean he didn't say his last name?"

"He just said he was the Doctor. He said you would know him just by...Dr. Holloway, are you alright?"

The nurses' words fell on deaf ears as Grace stared out in front of her.

It couldn't possibly be...

With her own heart beating rapidly she took off without another word down the hallway. She pushed past other doctors and nurses and patients, the only thing on her mind being the thought of seeing the Doctor again.

She ran into the waiting area, her heart racing and her breaths quick and shallow, as she scanned the room for the familiar face of her Time Lord.

His young, handsome face, his long, curly hair, his unique, untimely velvet coat, his stunning blue eyes and a smile that completely melted her heart.

Her heart dropped further and further into her stomach as she scanned the waiting room five, ten times and there was no sign of the Doctor. Surely there could be no other man that went by just 'The Doctor'...

She crossed her arms over her chest, a frown marking her lips and she continued to scan the crowds, wondering if he was hiding himself.

Just as she was about to give up and wait for him to approach her or contact her in such a way that would not totally infuriate her, she spotted an odd man standing off to the side on the wall closest to her right.

She saw all sorts of things in the hospital waiting room, patients and their families and friends alike but there was something off about this one. He just stood there, a blank but deadly serious look on his face. His posture was slightly slumped as he leaned against the wall mirroring her position with his arms crossed over his chest. His jacket was leather and his pants were black and she could see just a hint of a green jumper underneath his jacket. His outfit combined with his cropped hair and brooding expression made her believe he could be some sort of biker. The way he was staring at her unnerved her greatly, his eyes were fixed intently on her and she knew they had been for a while. It was like he was glued there, an unmoving statue.

She shuddered quietly and made a mental note to warn the security guards to keep an eye on that one.

She made one more slow, careful scan of the waiting area, stopping once again to look at the biker and then sighed heavily, realizing her Doctor was no where to be found.

As she turned to return to her patients, she caught the strangers eye once again and something stopped her. She slowly turned around and took one, two, three steps closer, narrowing her eyes in question.

She paused a few feet away from him, still not completely trusting of him yet and hesitantly looked up to his eyes. Her eyes locked on his and she instantly taken away by the intensity and the blue...

She gasped and took a step back out of shock. It wasn't the same shade of blue but there was something in his eyes that identified him to her.

"Doctor?" She asked hesitantly.

He inclined his head an inch and his lips twitched ever so slightly. "Grace." His voice was different, more rough but his tone was unmistakable.

"Its you." She whispered, taking a few steps forward, really taking him in this time. "Oh my god, its really you."

He nodded once and still kept his eyes on hers. She swallowed and lifted her hand towards his face, hesitating with her hand hovering in the air inches in front of his face and then she lowered it back to her side, shaking her head. "You..."

"I regenerated." He confirmed her thoughts.

She licked her lips and then sucked in her lower lip between her teeth, her eyes traveling up to his head. "Your hair is gone."

He scoffed and her gaze snapped back to his face to see the hint of a smile teasing his lips but even behind that she could see the pain. Her Doctor hadn't smiled in a very long time.

"Hadn't noticed." He said gruffly.

"You're a bit more rude as well." She made sure her voice was gentle and teasing, she wanted to tread lightly with this new Doctor and his mask of pain.

The smile fell from his lips and his eyes grew icy and dark and she noticed his whole body visibly tensed. She winced, instantly regretting her words and she reached out to lay her hand over his arm.

"Doctor, what happened? Why did you regenerate? Why..." She finally lifted her other hand to cup his face, looking deep into his soulless eyes. "Why do you look this?"

Underneath her fingertips she could feel his jaw clenching and his eyes instantly pooled with moisture. Her heart clenched painfully in her chest at the sight and she knew it must have been something so terrible to give him such a reaction.

Gently, she pulled his arms apart and grabbed a hold of his hand. With a gentle squeeze of his hand and a nod of her head, she lead him through the doors and towards her office.

She ignored the odd looks she received from colleagues as she pulled the strange man through the hallways. She pushed the door to her office open and gently tugged him inside, closing the door behind them and turning to him.

He stood silently and awkwardly in the middle of the room, staring at her with such a broken look in his eyes and her heart ached for him. She motioned towards the chair at her desk, "Sit down."

He only crossed his arms again and his face hardened slightly as he continued to stare at her silently. This Doctor was a lot less friendly and gentle than the one she'd come to know and perhaps there was a reason for that.

"Alright." She nodded towards his noncompliance and walked over to him, pausing just a foot away and locking her eyes onto his. She completely relaxed and softened her face to remind him that she was a friend and no matter what he told her she'd be there for him.

"What happened, Doctor?" She urged gently.

In a second his defenses were swept away and was replaced with a pain she'd never seen before and being a doctor, she had seen all types of pain. She immediately reached out for his hand and almost expected him to pull away but he willingly accepted it.

"Oh Grace." Her heart broke at the sound of his voice, so lost, so helpless. "It's gone, it's all gone."

She shook her head slowly back and forth, her eyes questioning him silently, not wanting to push him too far.

If it hadn't been for her eye for detail she might have missed his jaw quiver ever so slightly. "Gallifrey."

She hadn't seen the Doctor in such a long time, the details of their brief time together were just a bit foggy but the word rung a bell. It took her only a few seconds to remember what Gallifrey was...- it was home planet. She remembered being in his TARDIS and looking up into the sky and how his face lit up as he pointed out his beautiful planet.

Her eyes widened and her lips parted but she could not find the words to speak. Her own tears started to burn at the back of her eyes but she forced them away for his sake. It would do him no good to watch her cry.

"What happened?" She finally managed to get out in a low whisper.

His eyes shut tightly breaking off their intimate stare and his face twisted into a grimace. She squeezed his hand and rubbed her thumb against the back of his hand trying to comfort him in whatever way she could.

"There was a war." His voice was steady again but deep and emotionless and she knew he was trying to block away the memories. "A Time War. The last great Time War."

She stifled her gasp. "Oh Doctor...I'm so sorry."

His eyes opened slowly and the amount of pain and sadness and loss behind those cold blue eyes stole her breath away. He didn't dare look at her, instead fixed his gaze on the wall behind her.

"I'm the only one left." He shook his head slowly and her eyes widened further. "The only survivor." A sick, bitter smile tugged at his lips and her stomach churned. "The last Time Lord in existence."

She opened her mouth but didn't say a word. What could she possibly say to him? She couldn't even imagine the pain that he was suffering, losing his home, losing all of his people to a war. It was so much more terrible than anything she ever thought it could have been.

She only sighed his name and threw her arms around him. His leather jacket was cold and hard, so much like him but it didn't stop her from clutching onto him with all her might. She knew that she, a simple human she thought he had forgotten about, could ever measure up to his whole species and planet but she had to do something. This man saved her life, this man showed her there's more to life than she ever could have dreamed, this man showed her how to truly love and she thought she should try and show him the same.

His arms surrounded her, hesitantly at first but then he was crushing her body to his and it almost knocked her breath out of her but she hardly cared. The Doctor could hug her to the point of lost consciousness if it made him feel better.

Against her she could feel his whole body trembling and she clutched onto him tighter. As he started to break down in her hold she wondered if it was the first time he let himself do so after the war.

"I'm so sorry. So sorry." She whispered that over and over again into his ear, all other words failing her. Her happy, energetic Doctor was now a broken war survivor and she suddenly hated whoever had caused it. No one deserved to go through the pain and anguish he was suffering and especially not him. She got the feeling that saving the Earth from the Master the time she'd met him was not the first time he had saved the Earth, not by a long shot. He was an amazing man, the best man she'd ever known and the best man she ever would know and he was so cruelly punished.

She had managed to hold back her tears for a while, focusing on comforting the Doctor only, but when she felt moisture seeping in through her scrubs to her shoulder accompanied by his shuddering, shallow breaths, she couldn't possibly hold it back anymore. It wasn't much, just a few salty tears that leaked out of her eyes, and she hid them by burying her face into his shoulder.

They stayed like that, wrapped in each other's embrace, both crying quietly for such a long time. Grace had even forgotten their location and that she had patients to attend to until there was a knock on her door.

The Doctor's crumpled body instantly tensed and he lifted his head before pulling away quickly to press himself against the back wall and ducking his head to hide his apparent weakness from her and whoever was at the door.

Grace frowned and used the back of her hand to wipe her tears away. She took one quick glance at the Doctor and then walked over to the door, pulling it open only a crack and making only herself visible to the outside. "Yes?"

A nurse, a different one than before, seemed a little taken a back by Grace's appearance and her short tone but shook it off and addressed the matter at hand. "Dr. Holloway, Mr. Meyers is waiting for you in his room."

Grace sighed quietly, fluttering her eyes closed as she remembered her patients and reality finally caught up to her. The noise of the hospital buzzed loudly outside the door and she snuck a look at the Doctor out of the corner of her eye. She hardly wanted to leave him when he was so vulnerable but her patients always had to come first.

She ran a weary hand over her face and nodded. "Yes of course, tell him I'll be right with him."

"Sure thing, ma'am." The nurse nodded and then scampered off down the hall and she slowly shut the door before turning to face the Doctor.

He was still pressed up against the wall but he had dried and hardened his face and was back to staring at her intently.

"I...I have to go." She told him regrettably.

He nodded once. "Of course you do, Dr. Holloway."

She knew he was trying to be facetious but her proper name coming from his lips made her wince. She was always just Grace.

"My shift ends in a couple hours." She said. "If you want you can stick around..." She trailed off at the look on his face and then sighed.

He approached her slowly until he was just a few feet from her and his deep gaze penetrated right into her soul. "Stay with you?" He cocked an eyebrow and underneath the coldness and the sadness of his eyes she could see the familiarity and the warmness he held for her.

She let out a short, breathy laugh and ducked her head, allowing a small smile to cross her lips. "No, of course not, why would you ever do that?"

His finger slid under her chin and he tilted her head up to meet his eyes. "Sweet Grace." He trailed his knuckles lightly across her jaw line up to ear and pushed a stray strand of hair behind her ear. "My saving Grace."

Oh it wasn't like she had heard that before, once her emergency patients knew her name they almost always called her that but coming from him it was different. He was her Doctor, he was always different.

His thumb ever so gently caressed her cheek and she subconsciously leaned her head into his palm.

"Thank you." He said simply.

She brought her hand up to cover his, surrounded his fingers with hers and brought his hand down to her lips to kiss his knuckles. "Anything for you."

Remarkably, a small but genuine smile formed at his lips and his ice blue eyes sparked quickly with fire. He patted her hand in his and then dropped it, letting his arms fall to his sides.

She cleared her throat lightly and tucked her hands in her pockets as she looked up at him. "What are you going to do?"

"What I've always done, I imagine. I've still got my TARDIS. I'll travel through space and time, save you stupid apes."

Grace knew she probably should have been offended by the insult towards her species but she couldn't, not when the words were built on his own pain and anguish.

She nodded and cast him a warm smile. "Well listen you, don't be a stranger. I don't want the next time I see you to be after another one of your regenerations."

He scoffed and crossed his arms over chest, looking affronted.

"What?" She asked, bemusement sinking into her tone.

"You just assume I'm going to die again."

She smirked for a moment but then it faded back into a gentle smile and she lifted her shoulders in a half shrug. "I hope you don't."

He smiled again and it warmed her heart. "I'll try not to."

"Good."

They stared at one another, getting lost in the others eyes until Grace finally looked away, inhaling deeply. "Well I- I better go. Busy life."

He nodded slowly, his face scrunching up as if he were debating something and then he quickly grabbed her by the shoulders and pressed a loving kiss to her forehead. "See you around, Grace."

He brushed past her and with the click of her door he was gone. She stood there momentarily frozen, a flood of warmth filling her body from her head to her toes and she smiled as she turned around. She opened the door and stepped out into the hallway, looking to her right and watching his leather clad frame disappear around the corner towards the waiting room.

"Be safe." She wished after him and let out a deep sigh before altering her mindset and heading off to Mr. Meyers' room.