A.N: Thanks for the reviews. :) They were a nice surprise in my inbox-and always welcome... Anywho, this chapter goes a little fast. I didn't want to spend too much time on Penny's personal life, because frankly, who wants to read it, and 2) it's just not that important to the story line (but if it is, it will be touched on in later chapters or mentioned elsewhere). If you feel otherwise cheated, let me know and I can easily add to the two brief scenes. :) Hope ya enjoy!... "Geronimo!"

Shades of Gray

"We're smiling but we're close to tears... Even after all these years, we've just now got the feeling that we're meeting for the first time."
-The Script, For The First Time.

Chapter One: First Time

Planting her feet in her spot, Penny pulled her hand from his grasp. "Hold on two seconds." She stated firmly, palms out front. "I've got a splitting headache." Penny warned.

The Doctor shrugged, nonchalant. "I can fix that–" He immediately went to work digging into his pockets. He withdrew a large pen-like object from the inside pocket of his jacket and pointed it at her, waving it up and down in her direction. It whirred before he pulled it close to his face and examined it. "Ah, the concussion hasn't yet run its full course." He frowned at her. "Just like you, never leaving enough time for yourself. But no worries, I've something that'll fix that headache right up–"

Trying not to gape at both his accusation and his odd mechanical pen, Penny eased herself backward. "I'm not sure what you're playing at, Mister," Penny interrupted, and when the doctor stopped to listen to her, she continued. "But I'm really busy, and you're getting on my nerves." Keeping an eye on him, she made to pick up the phone at her desk and dial the extension for security.

However, the Doctor rushed forward and placed his hand over the receiver before the call could go through. "Your really don't remember?" He asked; all evidence of cheerfulness gone from his voice. A trace of hurt flashed across his face. "Curious." The Doctor whispered, leaning forward, his eyes squinting. He spoke slowly now, as if to himself. "But not completely unexpected."

His voice struck a chord, and her heart sank–without even knowing why. She gently shook her head, trying to ease the mysterious knot in her throat.

The Doctor's face softened. "I'm not a threat." He told her, seriously. The expression on his attractive face made her want to believe him. His dark brown hair fell in front of his eyes and he reached up to brush it quickly aside.

"H-How did you get back here, anyway?" Penny asked as she quickly reprimanded herself for the momentary skip of her heartbeat.

"It doesn't much matter." The Doctor brushed off. His whole attitude had suddenly switched gears. "Tell me–and don't you lie to me, Gray," He whispered. Taking a breath, he leaned close studying her, searching one last time, for any sign–however miniscule–of recognition. "Are you happy?"

His sudden question caught her off guard and she was unable to form any sort of comprehensible answer.

With a sad sigh and a raise of his eyebrows, he averted his gaze and turned on his heel. "That's too bad. Then, my Money-Penny, I suppose this is my cue." The Doctor muttered, replacing his sonic screwdriver back into his jacket and sauntering away; leaving her to her own thoughts.

Mouth agape, Penny stared after him for a moment before squeezing her eyes shut. Her head begged for her to sit and reason out the whole encounter, but instinct screamed to not let him go. So odd was his sudden appearance, with his peculiar questions and statements. He wasn't like anyone that had approached her before.

Her eyes shot open and her step forward faltered. How much of a fool would she be if she followed him? For all she knew, he was an ex-convict, who kidnapped and raped unsuspecting park workers.

Yet, at the same time, how many sleepless nights would she lay awake wondering; what if?

An exasperated grunt escaped her lips, before she called after him; "It's just Penny." Curiosity killed the cat. She chimed to herself, but when he stopped mid-step and looked back over his shoulder at her, there was a part of Penny hinting to her that this was important. Curiosity will definitely kill me.

"Five minutes." Penny hesitantly invited. "I can give you five minutes and a cup of coffee from down the street, is that alright?"

That smile tugged at the corner of his lips and he stuffed his hands in his pockets. "I don't think I like coffee."

Penny took his tone for teasing. "I'm sure they have tea." Her lab coat slid easily from her shoulders and she draped it over her chair.

"I like tea."

~.~.~.~.~.~.~.~.~.~.~.~.~.~.~ (Moments later)

Penny plopped down in the chair across the table form the man. Her hands were wrapped around the steaming hot coffee in front of her. As she took a weary sip, her eyes wandered over him. He fidgeted in the chair, but not out of discomfort–he had the energy of a child and the air about him of one who rarely sat still. He sat sideways in the chair and his fingers caressed the top of his paper cup of tea. The café was quiet at this particular hour, save for routine Chopin floating out of the speakers around them. Dim lights carefully illuminated the Doctors soft face.

"I've no idea what I'm doing." She murmured under her breath, reaching up to rub on her aching temples. Even walking to the coffee shop alongside this 'Doctor' character had mad her nervous. Common sense told her everything about this situation was bad; it was comparable to every horror movie she'd seen.

"You can trust me." He laughed, nearly reading her mind, "I'm the Doctor."

Her frown reflected back at her in the black mirror of her coffee. "Yeah, you've said that." Some thought in her back of her mind nagged her about the possibility of them meeting in the past. He was vaguely familiar, but continued to remain a mystery to her. "I do feel horrible," Penny started, pushing her glasses further up on her nose, "About you remembering me, yet you've seemed to have slipped my mind."

His finger tapped the rim of his paper cup. "Not everything forgotten is lost forever." He told her, his head tilted to the side as he tossed a light smile her way. "I have faith that you'll remember."

Penny didn't even try to stop the sigh from escaping her lips. The Doctor's eyes were just so determined that it was almost ridiculous. "Well, I'm glad someone has faith in me." She scoffed, before taking a needed gulp of her scolding coffee. Her eyes strayed to the ugly art on the walls behind him.

Pursing his lips, the Doctor squinted at her. He let her ponder for a moment before he drew in a deep breath; "You didn't answer my question before, Gray." His voice was quiet and serious. Eyes searching her currently scrunched face, the Doctor paused for a long time. "Are you happy with how your life has turned out?"

Penny shook her head. "What kind of question is that?" She inquired with furrowed brows. Was this how the Doctor was going to spend his allotted five minutes, psychoanalyzing her life?

He shrugged. "Simple."

"More like 'Personal'." Penny shot back.

"Perhaps."

She squinted at him over her rims. Clearly there was something he wasn't telling her. The expression on his face showed the tell-tale signs of clearly knowing who she was, but he was refusing to give her any clues as to how. "Where do I know you from?" Penny asked, suddenly.

"I'm a friend." The Doctor told her, modestly, before shifting in his seat. "And technically, we won't have met for a few years."

That gave Penny a pause; had she heard him wrong? "I'm confused."

Considering this, the Doctor nodded. "To be honest, I'm not that surprised. But it'll pass."

Oh, more riddles. Closing her eyes, she reached up and rubbed the bridge of her nose. Those pills she'd nearly choked on were barely starting to take effect. But until the Advil really kicked in, Penny frankly didn't feel up-to deciphering this mans' gibberish. "Is that all you're going to tell me?" she asked, slowly, as she worked it out in her head. "That you're… from my… future?"

His eyes lit up. "And that I want you to come with me."

Penny would have laughed, were it not the serious tone in his voice. "Come with you?" she snorted, "Where?" Her patience was wearing thin.

The Doctor sat up straight in his chair and smiled fully. "Anywhere your heart desires." He replied, with a grandiose wave of his arms that nearly knocked his cup of tea over.

Words escaped her, for more times than she cared to count, since she met the Doctor. But–this time–in her silence, Penny leaned forward on the too-small table. Her mind whirled. She felt dejected and used; this Doctor had strung her along in a cruel joke–probably egged on by one of her co-workers. "Alright riddle-master," Penny began snidely, taking another sip of her coffee—her tongue tingling with the scalding drink, "If you're from my future, where is the future me?" She licked her lips and raised her brow at him.
Something dark flashed across his eyes for a mere second, but barely long enough for Penny to notice. A pit deep in her stomach found the idea disturbing that she could tell the minute difference, but she brushed aside that pondering for another time. "And why are you here bugging me, instead of running around with her?" Penny questioned, the corner of her mouth smugly twitching.

The Doctor averted his gaze to his tea and raised it slowly to his lips. "I can't tell you that." He whispered.

She let out a deep-shaky breath. Time-travel? The conversation had gone no further than when they'd first met. Penny frowned into her coffee one last time; this had definitely been a prank, at her expense.

Shaking her head, Penny glanced at her watch. She couldn't deal with this silliness anymore. "I-I have to get back to work–" She snapped at him, standing up. Admittedly, Penny loved a good Sci-fi book, but at least she was keen enough to know that they're fictional—and no one was going to make her look a fool, especially some tweed-wearing Englishman with a stupid bowtie.

"You have to trust me." The Doctor stuck out his hand when she started to stride past, and snatched her at the wrist.

"Oh," Penny sneered, pulling her hand out of his light grasp. "No, trust me; I appreciate you wasting my time."

"Penny?" The Doctor scoffed, jumping up and following her to the door. "Are you being sarcastic?" He asked, incredulously.

Pushing open the black, metal door to the quiet coffee shop, Penny crossed the threshold onto the all-but abandoned street. The cold air hit the back of her neck as she turned around to face the Doctor trailing behind her. "At this point, what else would that be?" She asked him, her arms out to her sides as she continued across the sidewalk, backwards. "You come here, pretending to know me–"

Rather suddenly and without any warning, her back hit something solid. Penny whipped around, ready to apologize to the person she'd walked into—and came face to face with a tall, bright blue, wooden box.

"What the hell is this?" She exclaimed, backing up enough to get a good look at the thing. It was about as tall as a telephone box she had once seen in a trip to England, but this particular box was fatter, with two solid sets of three panels running lengthwise from top to bottom on all four sides. Two windows—whited out—sat at the top of said panels, and atop that was a black sign that read—'Police Box'.

Penny moved around to the front of this mysterious box and ran her fingers over the tan sign below the window on the door. "A Police Box?" She gaped, thoroughly confused. All manner of argument with the Doctor paled in comparison to the sudden appearance of this large, out of place, box; how had I not noticed it earlier?

The Doctor had moved to stand beside her and he crossed his arms. "That's my TARDIS." He told her with a proud smile.

"But," Penny started, chewing on the inside of her cheek. "This wasn't here this morning." Pointing to the box, she raised an eyebrow at him.

He was leaning close to her again, gazing at her with those eyes that begged her to know that he was singly interested in her. "Would you like to step inside?" The Doctor asked, mysteriously.

Yet again, a spell of informality caressed her heart. "In the box? With you?" His energy and friendliness made her want to acquiesce and followed him wherever he wanted her to go, but the realistic part of Penny forced her to clear her head. He was playing a game with her; she would be a fool if she fell for his charm. Oh, her co-workers were too good in hiring him…

"I bet you're real popular with the ladies, using a line like that. But no thank you." She answered finally, unconsciously rubbing her shoulder as she tried to erase the mental image of the cute man and her in that cramped box together. "Obviously, my future-self forgot to mention to you that I'm claustrophobic."

"It's bigger on the inside." He answered, as if that was apparent.

"Oh, I'm sure." Taking one final breath, Penny pulled her hand back from the coarse wood and moved away from both the odd box and the Doctor. Frowning, she turned on her heal and strode across the street, to work.

The Doctor called after her, but did not pursue. "Is that your final answer, then, Gray?" He watched her cross the street, holding her hand out to her waist as she hopped the curb and thanked any drivers for slowing down to allow her to continue.

She didn't even look back.

~.~.~.~.~.~.~.~.~.~.~.~.~.~.~ (Hours later)

Pulling herself up the stairs, Penny frowned up at the seemingly endless sets of stairs. The elevator to her apartment building was down for maintenance—had been for several weeks now—and Penny had the unfortunate luck to live on the 5th floor. It had been a nice thought when she first moved in, several years ago; the top floor provided quick access to the roof on starry nights, adding the benefit of not begin subject to thin ceilings and horny neighbors. But now, as she trudged up the long flights after a long day at work, Penny began to wonder what the hell she had been thinking when she accepted the lease.

Her head had finally ceased its incessant pounding—after several doses of Advil—and though her stitches were tender to the touch, it allowed her a moment's reprieve. That is, of course, until her thoughts traveled back to the tweed man who called himself 'Doctor'. Penny rolled her eyes. Throughout the entire day, after she left him at the café, her mind refused to focus on her work; she'd chalked it up to not feeling well after the accident yesterday—but a part of her knew that wasn't so.
His eyes had burrowed into her the back of her mind. Are you happy? The single question that merited a response, Penny had avoided—she'd been avoiding that question from everyone, especially her father.

Legs crying out for liberation, Penny finally arrived at her apartment door. The brightly lit hallway was quiet, with the occasional clatter of dishes from the room across hers'. Catching up on her breath, she searched her pockets for the key; no jangle announced their whereabouts. Penny groaned in disapproval. She remembered where she had left them—at work, on the table, right next to the computer keyboard.

"God-damn it!" She hissed. Penny had taken the bus home, since her car had been totaled in the wreck yesterday: undoubtedly she'd rushed out of the laboratory without them.
"Alan! Let me in, will you?" She called, rapping her knuckles against the oak door. "I forgot my key!"

Footsteps approached her apartment door from the other side, and paused for a moment, before she heard the deadbolt unlatch. A young man—hardly older than Penny herself—opened the door, wide. He had a hard face, with defined cheekbones, and brown eyes. Wearing an apron and an oven mitt, he couldn't look more out of place. "Hey," He greeted with a thin smile, stepping aside so that she could move past him. "How was your day?"

The apartment smelled so nice, she could have melted then and there. "Decent." She lied, taking off her light coat and hanging it up on the plain wall. "What is that smell?" Penny inquired, squinting suspiciously at Alan.

Instead of answering her, he ducked into the kitchen. A moment later, he emerged holding a large glass of dark wine. "Dinner." Alan answered, handing her the wineglass.

She took a well-needed sip before treading into the open kitchen. "What's the occasion?" Two covered pans were steaming on the stove-top, and the oven was clearly 'on'. The small kitchen table on the far side was set, and an open bottle of wine sat breathing, in the middle beside an unlit candle.

The counters were neatly cleared, with no hint as to what was cooking–besides the wonderful, mysterious smell. If there was one thing she could appreciate about Alan, it was that he was at least clean.

"Do I need an occasion to treat my woman?" Alan asked, ushering her to the counter beside the stove after a quick peck. Though the kiss was not unusual and though she normally would have glomped on to his affection; something about the whole situation bugged her. She did not appreciate his chaste kiss, nor the referral that she was 'his'.

Penny tried her best to smile, but the moment was just feeling awkward. "You were never that sentimental." She replied

Laughing, Alan leaned down, wrapping his arms around her waist and lifting her to sit on the counter beside the stove. Albeit, uncomfortable–and trying not to spill the wine that was still in her hand–Penny did not utter a sound.

"You misjudge me." He told her, leaning forward for another smooch.

Penny raised her glass to her lips at the last moment, foiling his plans. She averted her eyes to the ceiling and tried to ignore the clearing of his throat. Her glasses had been jostled when Alan had set her on the counter, and thusly, Penny pushed them further up on her face.

Alan rubbed his nose with the back of his hand and stepped aside to reach for the wooden spoon he'd used to stir their dinner.

"So," Penny began, trying to brush aside the odd feeling she was getting from Alan's presence. Get yourself together; she told herself, it's just Alan. They'd lived together for over a year now, and she couldn't understand why she was feeling squeamish now…

"I met this odd fellow today." Her fingers traced over the rim of her wineglass, as she remember the Doctor running his own over the rim of his tea. She figured she might as well tell Alan; perhaps it would provide her with a little relief.

"Oh?" Alan passed her a sideways glance as he lifted one of the pot's lids and dipped the spoon in.

"He said he knew me." Penny continued, watching Alan walk the spoonful of mystery food to her, a cupped hand beneath to ensure the containment of spillage. He gentle blew on the concoction to cool it before lifting it to her lips. She leaned forward, mouth open. It was a sort of spicy meat sauce. Penny made a noise of approval. "He just barged into my laboratory," She told him, taking another gratuitous sip of her wine. "with his bowtie and tweed jacket get-up."

Alan chuckled, resting an elbow on the counter before testing the sauce himself. "Tweed? Really?"

"I know, right?" Penny agreed. She was beginning to feel better, already. Perhaps Alan could convince her that this man was really just a joke—or better yet, not even a real person; an illusion driven by her concussion yesterday. "He was all 'I'm the Doctor.'" Penny imitated his voice and waved her hand in the air.

"Sexy." Alan commented, paired with a laugh. He set the spoon down and laid his hand on her knee.

For a moment—a pure, unstoppable moment—Penny's eyes glazed over. "I suppose he kind of was, in a professor sort of way."

Clearly not seeing the thoughts that raced through Penny's mind, Alan scoffed and rolled his eyes. "I meant you, with a British accent. The accent was sexy." He squeezed her knee, sensuously, and wiggled his eyebrows at her.

"Please don't." She all but choked out, brushing his hand away.

Alan stood up and sighed. "Are you alright?" He started, squinting at her. "Since yesterday, you've been acting really off." Reaching forward, he rubbed her arm. "I'm worried about you."

"I'm fine." She snapped, pushing herself off the counter. "I'm just…" she turned to face him. She knew then that she had been wrong; there was no way that Penny could describe the way she felt when the Doctor smiled at her. It didn't matter if he had been real or not–and it sure as hell wouldn't matter to Alan. "Tired. I'm just tired." Penny finished.

"Why don't you take tomorrow off?" Alan suggested with a frown. "The Doctor said that you shouldn't be working, anyway."

A knot formed in her throat. "Maybe." She allowed Alan to stride forward and take her in his arms. She was supposed to be here, she told herself. This is where she belonged. Not in some fantasy world where a man in a bowtie could save her.

~.~.~.~.~.~.~.~.~.~ (The Next Morning)

She couldn't sleep.

Not matter how much she counted sheep, how hard she shoved her face into her pillow, or how much she flopped around; her brain merely refused to shut off.

Finally giving in and rolling over, Penny gazed at the cheap alarm clock on her nightstand. It read, in bright, bold red; 3:00am.

For hours, she had laid awake in bed, begging for a wink of sleep. Convinced that she wasn't getting anywhere, anytime soon, she began to slowly ease herself out of the duvet. With a small groan, she rubbed at her tired eyes and snatched her glasses from the nightstand. It was all this retched 'Doctors' fault. If he'd not come into her life and raised all these questions, she'd have been able to get a decent night's sleep.

Carefully trying not to wake the man beside her, Penny threw her legs over the side of the bed and stood up. The mattress betrayed her, however, and bounced Alan awake.

He yawned, his eyes still half closed. "Where you going?" Alan whispered, lifting his head from the pillow and reaching up to scratch his bare chest.

"For a quick walk." Penny replied, quietly, as she gathered some pants from a dresser drawer.

He started to stretch, but stopped himself, when his gaze caught the clock. "Jesus," He groaned, squinting. "Babe, it's three in the morning."

She glanced back at him and buttoned her pants. "Yes, well, I can't sleep."

A smile crept over his thin lips. "I don't mind helping out with that." Beckoning to her with his finger, Alan lifted the duvet. Another yawn assaulted him.

Penny rolled her eyes and ignored his half-hearted attempts to lure her into his boxer shorts. Slipping on a pair of shoes, she walked out of the apartment without saying another word.

The foggy night air was cool against her skin, and she wrapped her arms around herself. This would do her good-bring her back to her senses. This man was just joke. He had to be…. And she had to come to terms with that.

A part of her was disappointed to admit such a thing–but what other choice did she have?

Penny turned the corner of the apartment building, but when her eyes trailed up from the pale side-walk, she couldn't stifle the gasp that escaped her lips.

There, not far from her, was the TARDIS. It sat under a lit lamppost, in the middle of the street. Tall and looming, the police box was as enchanting as it was frightening.

How did that get here? A shiver ran down her spine, a lick of excitement and curiosity in its wake. She glanced quickly around–no one was on the streets; no cars, no people, not a stray animal in sight. Even the stars hid behind the clouds and city lights tonight. The whole world seemed eerily quiet.

Biting her lip, she took hesitant steps towards it. Penny battled with herself over the idea that this was the exact Police-box that she'd seen at the café. Surely it wasn't, but then again, how many of those boxes had she seen before in her lifetime—none. It couldn't be a mere coincidence.

Her footsteps echoed on the concrete and passing under the lamplights, Penny cautiously approached the box.

She couldn't stop her hands from resting their palms against the rough, painted wood; the Police Box was warm and full of static energy. It smelled of something familiar—like burning ozone. Tracing the carved lines of the panels and slowly making her way around to the door, Penny stopped at the copper handle that mercilessly beckoned to her…

It was all so familiar. More so than the first time the box and her had met.

Penny shook her head, suddenly. What foolishness. She had just acted as though the box was a living, breathing being. When in reality, it was just a big, blue box. Wasn't it?

Her eyes trailed over the worn sign on the left-hand door. It informed readers to pull open the doors. Each word whispered and called and pleaded.

Anxiety welled in her chest. Questions that demanded answers fought with instinct. But what harm could be done with just a peak?

Her hand gripped the handle, hesitating for only a moment before she pulled. The doors made a creaking noise, but did not open. She pushed. She received the same noise, and the same result. It was locked.

"Breaking into my TARDIS?"

Her heart nearly jumped from her chest as she whipped around to the voice that'd spoken. There was the Doctor, leaning up against the side, smirking at her. Her words stumbled over her tongue, until finally; "I was just going to peak." She crossed her arms over her chest–feeling rather exposed in her raggedy nightshirt and worn jeans.

His smile didn't falter. "That's how it starts; with a peak." The Doctor murmured, but before Penny could question that, he opened his mouth again. "What are you doing out at this hour?"

"Taking a walk." Penny answered, defensively. "Is that a crime?"

"In the middle of the night? Aren't you scared?" The Doctor then shook his head and laughed, "Never mind; paradox of a question. Of course you're not scared." He answered for himself.

Penny furrowed her eyebrows. "Are you stalking me?"

"Love it when you do that." The Doctor reached up and gently poked the center of her glasses, moving them further up on her nose; unlike last time he'd gone to touch her, she didn't move away. "But yes, in a manner of speaking, I guess you can call it stalking." He replied, "Depending on the country. Not in a creepy way, though."

"Oh-kay." She scoffed, but truthfully, she wasn't all that unnerved by his sudden presence. There were lots of worse people out in the world that she could run into—even if he was playing a cruel joke on her.

"All you had to do was ask."

"What?" His voice had jerked her back from her thoughts.

He wiggled a key in front of her and before she could say a word, he circled around her to the door. Penny sidestepped him and backed away. The key fit perfectly into the tiny lock beneath the handle. Pushing open the door, the Doctor stepped inside. A faint yellow light pooled out of the door and onto the street.

Swallowing, Penny desperately wanted to glimpse after the Doctor, but she remained where she stood, with her arms crossed. Reason told her this was purely wrong and that she needed to go home to the safe arms of Alan, but her intuition urged her to step in the TARDIS and see what awaited her.

The Doctor poked his head out of the door and waved for her to approach. "Coming, Gray?"

Against the stronger voice in her head, Penny shook her head. "Why me?"

"Why not?" He inquired. Moistening his lips, he gazed at her through soft, green eyes. "Penelope, when was the last time you took a chance?" The Doctor asked, taking one foot down and out of the TARDIS and onto the street. Reaching his hand out to her, his eyes flicked along her face, watching the emotions and thoughts flash amid her façade as she scrutinized the Police Box, the Doctor and the street around them.
After a painfully long moment, she opened her mouth to speak, but the Doctor interrupted before her voice could be heard. "I mean, really took a chance?"

Her eyes finally caught his gaze. She held her breath. Then, deciding that she couldn't live with the 'what if?', Penny moved forward and laid her hand in his.

(To be continued in Chapter 2; Name.)