He simply could stand it no longer. He felt as though he was being consumed from the inside, that this feeling welling up would overwhelm him and take him over completely. He'd fought against it for oh, so long, but it was inevitable. He was unequivocally, irrevocably, undeniably in love with Rose Tyler.

She had intrigued him the first time he'd met her; many people would have screamed, cried, pleaded to be spared from such a surreal fate. Not Rose. She searched for escape, for something to fight back with, even despite her fear. And when he'd grabbed her hand and ordered her to run she hadn't even questioned him. Her quick analysis of the situation impressed him, even if she had come to the wrong conclusion. And even though he'd given her every reason not to, she'd helped him, trusted him, and in the end had saved him.

What had started as a desperate attempt to stave off the loneliness that had crept over him suddenly became an inexplicable need to be in her company. It had been so long, he'd almost forgotten what having a friend really meant. But each day, Rose had been there to remind him, to eat lunch with him, to bring him tea when he got caught up in TARDIS repairs, to hold his hand through any crisis. And the first time she'd hugged him he almost forgot how to breathe. When he'd been forced to send her away to save her life, he was sure he'd never want to again.

And Rose – his brilliant, wonderful, trusting, loving Rose – had defied the impossible and come back to him. But the price had been too great, and so he paid it for her willingly. Regeneration was always a bit tricky – and somehow more so when he was concerned. He'd known friends and family who could influence the change a bit. His cousin had been ginger (a look he'd been trying to sport for many centuries now), and his own father even had enough control to maintain his general appearance and preferences. But not The Doctor; he was not so fortunate. Each regeneration resulted in an entirely new man.

But this time was different; he could feel it even as the immense energy dissipated. His final thought (and subsequently his first thought) had been Rose. She suffused herself so wholly into his very being that the uncertainty in her eyes very nearly killed him again. He couldn't blame her really – her best friend was now a complete stranger. And so he'd given her time, albeit a bit involuntarily. He vaguely recalled being awakened early and fighting off a remote control Christmas tree, but his first real, cognitive thought in his body was keeping Rose safe. And really, she was quite a lot more jeopardy-friendly than any of his previous companions, but he supposed that was one of the things he loved most about her.

Because he was in love with her, he reasoned. There was simply no other explanation for it. He'd tried distractions, denial, and general avoidance, but no matter how many times he disavowed anything other than a platonic relationship between them, he knew he couldn't lie to himself any longer.

But if he admitted to loving her, he must also admit to the overpowering fear that seized him each time he thought about it. He was a Time Lord, an Ancient One, Gallifreyan; his life span was limitless (so long as he was careful). Rose Tyler, brilliant though she may be, had no more than a century to spend at his side. The curse of the Time Lords, he'd called it once, and he'd told her the truth. She could spend her life at his side, fighting, laughing, and running. But one day it would end, and time would take her from him, and he would be left alone. And that knowledge, that fear, had kept him from telling her the truth.

Until now.

He was still a bit unsure how he found himself standing outside her door, his hand raised to knock even before he could think to lift it. The TARDIS assured him she was inside and still awake despite the hour, but even with his ship's prodding it took him almost a full five minutes to rap his knuckles against the surface. The two quick taps echoed down the hall, and he waited until he heard her acknowledgement before he entered.

She was lying on her stomach reading a book she'd taken from his vast library. It was an old book of poems, he noted absently, and his ever-calculating brain began determining her rate of reading as her eyes darted back and forth. He knew the moment she finished the poem, both from her expression of contentment and his own mind finishing the equation he'd formulated. She stuck a spare piece of paper between the pages as she shut the leather-bound tome, setting it next to her. Her smile brightened the room as their eyes connected, and he took a deep breath as he walked to her side.

She must have read something in his eyes, because as he sat down she turned to her side to face him, head propped in her hand. Her elbow hung off the edge of the bed, and he stared at the expanse of paler skin that peeked out from her short sleeve. He noted the firmness in her arm, no doubt toned from the endless exercise they received from their daily lives. His gaze trailed up her arm to her shoulder, purposefully avoiding her face as he drifted across her collar bone to the opposite shoulder. Finally his eyes shifted to her own, and he frowned at the concern on her features.

"Everything alright, Doctor?" She moved to sit up, swinging her legs gracefully over the edge in order to rest right next to his. He could feel her body heat pouring from her, drawing him in. He'd never told her before, but every time he held her hand it felt like fire, brilliant and burning in his palm. He could feel her very life pulsing in her veins, and his mind wandered idly for a moment as he imagined how their bodies would feel pressed against each other.

"Doctor?" He shook his head slightly, refocusing on her face from his blank stare at the wall.

"Yes, yes, of course. It's nothing," he said quickly. Without another word he reached for her hand, folding its warmth inside his palm reverently. "Well, it is a bit of something…well it's a rather large something actually, more like an important everything that I just have to tell you. But first, I think I should apologize." This time the frown that creased her features was heavy, and he lifted his free hand to smooth them with his thumb. His fingers slipped over her ear and into her hair, and suddenly her frown softened into something else entirely. Just as quickly, though, he pulled his hand back and ended the sweet caress. She was already distracting him, and there was a decent chance that if he didn't start right now he would chicken out and never tell her just how vital she was to his existence.

"What are you apologizing for?" she asked finally, squeezing his hand with her fingers.

"For hurting you all this time," he said cryptically. "For keeping you away, for lying to you and to myself." A myriad of emotions played across her face and he catalogued each one as it passed; confusion, curiosity, fear, hope, love. It was the last two that made his hearts leap, and he plunged ahead before it all overwhelmed him.

"You once asked me if I would ever leave you behind, if I would ever go on without so much as mentioning you." She nodded, no doubt remembering that heart-wrenching trip.

"We humans wither and die," she recited, her eyes glossy with unshed tears. "I'll die and you'll live on…alone." He closed his eyes in a partial attempt to stave off tears of his own, but mostly to block out the image of his precious Rose crying because of him. He swallowed thickly, his throat tight from emotion, and closed his eyes.

"You can't imagine, Rose. You can't know what it's like. Every day I wake up, I see you happy and smiling, and all I can think about is when it's going to end. Because one day you'll be torn away from me, and I'm not sure my hearts will survive it." He heard her breath hitch in her chest, felt her muscles tense as she squeezed his hand a bit harder than she probably meant to.

Silence engulfed them, and with his eyes still closed he could hear her labored breathing. He could sense her looking around the room, trying to focus on anything but the enormous awkwardness that he had thrust between them. But he was done being anything but truthful with her.

"I'm afraid, Rose." And he was. He was so sure she could hear his hearts hammering in his chest, sure she could see the sheen of sweat that was forming on his brow. Needing to see her reaction, he cracked his eyes open and prepared for the worst.

"What are you afraid of?" Compassion, love, hope, joy…he almost couldn't believe the emotions swirling on her face.

"I can't…" he swallowed again, and he found it a bit easier. "I'm afraid that if I give in – if I allow myself to be taken over by this – that I'll never be able to get over your loss." He still couldn't voice it aloud, and a tiny voice in the back of his mind called him a coward. Understanding crossed her features then, and she squeezed his hand to get him to look at her.

"Will it be easier this way?" she asked.

"What?"

"Us," she tried to clarify, "like this. Friends. Best friends. Traveling companions. Will it be easier in the end if that's all we are?" He knew the answer to her question immediately, and he couldn't help the tear that escaped down his cheek.

"No." He whispered, and she smiled. "You already have my heart, Rose, and I'd give them both if I thought it would keep you here with me longer. But losing you…" his throat tried to close over again, but he fought the stinging and pressed forward, "…it scares me so much I can't even think straight." Emboldened by this sudden epiphany, he stood up and pulled her with him. He grasped her other hand, pulling her to stand in front of him like a bride to her groom.

"I have been so scared of the pain and the sadness that I fought against this for too long. I thought that, in time, it would lessen but I was wrong. Time has only made it stronger, and I can no longer control it." He felt her pulse quicken beneath his fingers, and he lowered his forehead to touch hers in an intimate connection.

"From this moment forward, Rose, I am yours." He felt the power of his words flowing between them and wondered if she could feel it, too. Judging from her expression and the thrumming of her body so close to his own, he guessed she could. "You are worth every tear I will shed when you are gone, every fear I have of one day losing you. And I am so sorry that it's taken me this long; I only hope you can forgive me for being so stubborn. I know I hurt you by pushing you away, but I swear to you that I will spend the rest of your life making it up to you, starting today."

She didn't say anything right away, and he felt his hearts pounding in his chest. Finally he could stand it no longer.

"Rose, say something please."

"I just…" her breath left her chest in one heavy sigh, and he felt it brush his chin as his eyes slid closed. "I can't believe this is actually happening." He couldn't tell from her tone if she was happy or frightened or both, but he knew he meant more to her than just a friend. But she had been so sure that this moment was an impossibility, that he would never want her that way, and he knew that was his fault.

"This is real, Rose. I'm done hiding and running and avoiding this because of my fears." She used his grip on her hands to pull him closer, and he tilted his head to allow her to bury her face in his neck. His arms came around her easily, and she clung to him.

"Why me?" she whispered, and he started. He tried to pull away to look at her, to tell her that she was wonderful and brilliant and beautiful and just about every positive attribute you could fit into one being. But she was clutching him stubbornly, refusing him any space whatsoever, so he tightened his hold.

"Rose Tyler," he breathed against her. "You honestly have no idea how remarkable you are, do you?" He let out a puff of laughter that feathered through her hair, and her hold on him tightened. He knew what she wanted to hear – what she needed to hear – and he felt his entire body humming with the insane desire to finish what he'd begun. He took a soft breath and lowered his lips to her ear, exhaling softly as he finally whispered the truth.

"I love you, Rose."

This time when he tried to pull away she let him, lifting her head to stare at him in wonder. He knew the tears in her eyes weren't from sadness, and he had just enough time to smile before her lips covered his. He poured everything into the kiss, every ounce of his being became hers as they stood together in her dim bedroom. Their hands explored each other wantonly, and he managed to keep them connected as he laid them down on her bed. Side by side wasn't enough for her, and in one strong push she had him on his back, her lithe body stretched out atop his own.

Tears splashed on his face, and he realized he couldn't tell if they were his or hers. He slowed the kiss and pulled away, pushing her long hair away with his fingers. Using the soft pad of his thumb, he brushed the tears from her face tenderly.

"I love you," she told him simply, and he reveled in the music that resounded in his soul. He pulled her to him, tucking her head underneath his chin as his arms moved around her back. He kissed her head softly, murmuring something about getting rest. He felt her entire body tense against his own, and he traced a light pattern on the soft fabric of her nightshirt.

"I'm staying here," he told her firmly. "I haven't slept in several days, and I want to finally be able to wake up in your arms." Now that he'd told her, it seemed that all of his hidden and suppressed desires were surfacing at once. She lifted her head, leaning forward to kiss him once again. He could see the doubt and fear in her eyes, and his grip on her tightened. "I promise I'll be here when you wake up, Rose. Get some sleep, love." She smiled at the endearment, disbelief and awe still evident in her eyes. It was quickly replaced by love and trust, and she laid her head back on his chest. In two deep breaths she was out, leaving the Doctor to stare at the top of her head in wonder.

He knew that the universe would try to take her from him; he could feel the storm brewing even now as she slept peacefully. But the fear that had all but enveloped his very being had been torn asunder, leaving only serenity and love in its place. He would lose her one day, and he was sure it would very nearly kill him. But Rose Tyler was worth it all, and he would love her until his dying breath.

This fic was loosely based on a song by Matt Hammitt called All of Me. The song was written for his premature son, a little boy who had very little chance to survive the heart condition he was born with. But as I listened to the lyrics, I could picture nothing but the Doctor and Rose. It's literally perfect for them. If you have never heard it, please, please, please go to YouTube or whatever and listen to this song.

Because of that, I am now issuing a challenge to all of my video making readers out there. Anyone who makes a Ten/Rose music vid using this song will get an entire story dedicated to them. I will literally write you a DW story based on whatever you want. I'm not even sure that's a good prize, but it's all I can offer. I just want this music video to be made. I'm may even attempt one myself, but I know there are tons of people out there so much better at it than I. Any takers?