A/N: Thank you all so much for your wonderful reviews! I'm thrilled at the response this fic has gotten! :) You may want to have a hankie at hand for this chapter… maybe. ;) Enjoy, and please review.

Two Old Men and a Park Bench

Part Two

Wilfred couldn't believe his ears, or his eyes for that matter. This couldn't be the Doctor; not his Doctor, the one he had seen rise so high and at his lowest, most desperate moments. The man who had risked everything for a race of beings that wasn't even his own. Wilfred knew that the Doctor could regenerate, but he hadn't actually imagined that the change would be this drastic. With a shaking voice, the old man said, "You changed, then. Like you said, a new man took your place."

The Doctor smiled, but his eyes were watery. "It's still me, Wilf. I just changed my face."

Wilfred shook his head, remembering the heartbreaking conversation he'd had with the rail-thin, crazy-haired man in a little café three years ago. "Back then, before everythin' went all wrong, the Doctor, he said it was just like he was dying, that another man walked away and he was gone."

The Doctor looked a bit surprised. "I did say that, didn't I?" he asked. Wilfred nodded silently, waiting for the man to continue. His voice broke slightly as he admitted, "I was scared. More scared than I wanted to admit, more scared than I'd been all my life. You know, it was the tenth time that I regenerated, but that doesn't make it any easier."

"I thought you were alright," Wilfred said, glancing at his worn walking shoes. "After seein' you at Donna's wedding…"

There was that distant, lamenting look again, and for a moment, Wilfred could have sworn that those young, old hazel eyes peering desperately at him from the unfamiliar face were the same brown eyes that had been set in determination when the Doctor had let Wilfred out of the glass room. "It would be my honor," he'd said, and when the door closed behind him, leaving the two friends on opposite sides of the glass, he had fallen, writhing in pain…

Wilfred blinked back the stinging tears and harsh guilt, both of which were threatening to overwhelm him. He had never quite forgiven himself for being the reason behind the Doctor's, that wonderful man's, suffering. The Doctor had given up his life for Wilfred, allowed this complete stranger to take his place and Wilfred felt an uncharacteristic stab of anger toward the bow-tied man for having sauntered away, leaving the real Doctor, the proper Doctor, behind. The fury died down almost as quickly as it had sprung into existence and Wilfred felt guilty at the agonized expression on the Doctor's face.

"No, I was holding off the effects of the radiation. Making a good-bye run, as it were. You know me, always putting off tomorrow what I should do today. Late for my own death, though, that's a new one." It was obvious that he was trying to make light of things but was just as overwhelmed as his gray-haired companion.

"You were dying and you still made time for us," Wilfred paraphrased, shaking his head. He could feel the tears and guilt fighting for dominance again. "Even after… even after I as good as killed ya?"

"No-no-no-no-no!" the Doctor quickly protested, his eyes becoming hard. "Wilfred, I chose to take your place. Like I said, it was an honor to do so. You were there for me through my final days, you saw me at my worst, yet you still stood by my side. I was glad the prophecy was talking about you and not the Master, because dying for a friend always trumps dying because of an enemy. 'Sides, look at me. I'm not dead. Also, not ginger, which I'll admit, is still a huge letdown. Ten regenerations; you'd think at least one would be ginger, even if it is a recessive gene…"

He was babbling now. Wilfred had seen his fair share of the Doctor's seemingly pointless rambles and for a moment, he could actually believe that this was the same man that had saved Donna's life one last time even though she could never remember, who had jumped from a spaceship and crashed through a glass dome ceiling to face his enemy, and who had given his life for a nobody like Wilfred. For a moment, there was the spark of life that had gleamed when he'd taken Donna's hand and ran with her to the TARDIS, taking her on adventures beyond imagining. A second later, Wilfred wondered if he'd imagined it, for the Doctor looked grave and determined once more, the expression on his face reminding Wilf of the look when he'd sat across from the old man in a café that he was going to die soon. Wilfred remembered how he'd lost his composure for the slightest of moments, terrified at the thought of dying, or being reborn, or whatever it was Time Lords did.

"Do you still remember?" he asked suddenly, wishing that he could see the Doctor sitting beside him instead of some stranger with the same name and memories.

"Remember what?"

"What it was like to be him? The proper Doctor, I mean. No offense."

An amused half-smile, half-grimace touched the Doctor's face. "None taken. It's not the worst response I've had. Blimey, Rose Tyler nearly gave up on me when I first regenerated in front of her. Even after she'd accepted that it really was me, it took her a while to move on from the big ears to the bigger hair." He grinned, self-consciously pulling at his earlobe as he spoke. Wilfred recalled the "proper Doctor" doing the same when he was nervous, emotional, or simply puzzling something out.

"That Rose," Wilfred acknowledged, remembering the blonde girl from an alternate universe well from her short stint on earth during the great Dalek invasion. She had saved Wilfred's life after he had shot an approaching Dalek with a paint gun in the eye stock and had spent the next half-hour or so with Wilfred and his daughter, trying to figure out how to find the Doctor. She'd been spunky and sweet, ready to help and obviously madly in love with the Doctor. "She was a nice girl. Saved my life, she did. An' you… changed… with her?"

The Doctor looked a bit nostalgic as he nodded. "She'd taken the heart of the TARDIS into her, saved my life, saved the world, but it was killing her. So I took it from her. And I regenerated. I still remember what it was like to be him, though – strutting around in that leather jacket, brooding and hurting and afraid to let anyone in. Then I met Rose, and she stuck with me through the change, as long as she could. And when I regenerated again, yes, I still remember being the Doctor you knew, because, Wilf – and this is very important – I am him, even if we don't look the same, even if my personality isn't identical. He was me. I am him, and part of me will always be him. Regeneration's like getting a new haircut," the Doctor added, then a frown puckered his eyebrows. "No, that's rubbish, it's nothing like a haircut. Forget the haircut!"

Wilf shook his head, remembering the despair on the Doctor's face when he'd admitted how horrible it was to regenerate, to become someone else and be forgotten. "You said someone new just strides away, and you're dead. You – he – didn't want to regenerate; he didn't want to become you."

The Doctor smiled sadly. "It's always hard to turn into someone new, especially when you've been one particular person for so long. Especially with hair like I had; it defied all gravity, even if it wasn't ginger!"

"'S'alright," Wilfred assured him, "your hair's nice now, too. Modern. Nearly every young lad today has that flippy hair. It's 'cool', I suppose."

The Doctor beamed. "This is why I like you, Wilfred Mott! Always know the right thing to say to get me smiling! My hair is 'cool'. I knew it!"

Still a little begrudging of this new Doctor, Wilfred found he had to tack on, "Mind you, that's just what the them magazines say. I think them boys struttin' around with hair in their eyes look like girls."

The Doctor's mouth hung open, then he laughed loudly so that a little boy playing with his dog a few yards away jumped and glanced over toward his neighbors on the bench before scooting away. "Wilfred, don't you ever change!" the Doctor grinned. Wilfred gave a small grin but still felt guilty, as if he were letting the real Doctor down.

"Wilf, I know what I said, and I meant it. I really did. But I swear, I'm still here. I remember everything that happened to me during my last incarnation, and the one before that, and all the way to the beginning." His voice was soft, sad. "Sometimes I wish I didn't remember everything. I wish I could forget about the Time War and the Daleks and Bad Wolf Bay and the Library of the Dead and watching everyone I love leave and die and forget…" His eyes were misted over and Wilfred struggled to keep his expression straight, and this time it wasn't sorrow for the loss of the Doctor, but for the losses of the Doctor.

"Doctor," said Wilfred, "you could see her now, couldn't you? Talk to her?"

The Doctor was still far away and he started at Wilfred's sudden change of heart and tone of voice. "What? Who?"

"Donna. Since you say that's really you, and I believe you sir, even if you're not who I remember when I look at you, and I know the old Doctor missed her; you do too, am I right, Doctor? You could start over. Get to know her again, make –"

The Doctor shook his head sadly. "No, Wilf, please don't ask me to do that. Please."

Wilfred didn't understand and a wave of betrayal crashed through him. How could this be the Doctor, the man that had been Donna's closest friend, always there for her, always by her side? If this man didn't even want to speak to her, how could he be that old, sticky-uppy-haired Doctor? "The Doctor'd want to see her again," Wilfred protested.

The eyes that looked back at Wilf were impossibly old and sad. "Oh, I do," he said in a tone that was almost reverent. "I miss her so much, Wilf." He chuckled. "Never let me get by with anything. Yelled all the time, and when she wasn't yelling, she was saving a planet, and sometimes she'd save a planet while yelling, which – and never tell her I said this – was quite an impressive feat. Not many people can multi-task like that."

"But if you miss her so much, why won't you go to her? Say hello? If she doesn't know who you are, it won't kill her, will it?"

The Doctor's lips quivered, barely – but it was enough – and he answered, "No, but it would kill me."

Wilfred looked at his old friend in pity, finally realizing what the Doctor meant and accepting that this was the same man he had known before. The pain, the passion, the love, the life, everything – this was the Doctor. Before, he'd been looking at the bits and pieces, listening to what he wanted to hear, because he wanted that familiar face. In a way, he'd wanted to hate the new man because he'd stolen the "true" Doctor away from him. But this was still the man Wilfred would be honored to have as a son, perhaps even more so than he had been before. Because even though he looked younger, he had grown and matured, and he had hurt and loved more, and now, as he gazed imploringly at the man who appeared to be decades his senior, Wilfred saw the Doctor's soul bared. He was scared and hurting and searching for the old friend he'd known, only to have Wilf push him away because he looked different.

Instantly ashamed, Wilfred cried, "I'm sorry, Doctor. So sorry."

The Doctor shook his head. "There is nothing to be sorry for, Wilfred. I'm sorry that I can't speak to Donna. Not now, anyway. As much as it hurt for her to dismiss 'John Smith' like he was an annoying fly buzzing 'round her house, having her look at me now, with no recognition, to ask who I am, to not know me… She was my best friend, Wilf, you have to understand. She saved me in so many ways. And it hurts… it hurts to know that everything we did together has been forgotten, that all the wonderful things she did are gone, and that I am gone to her… faded into the cracks of the universe, never having existed…"

Wilfred had a feeling that there was more to the Doctor's last few words than he was letting on and the idea of cracks in the universe sent shivers down his spine, but the Doctor didn't elaborate and Wilf didn't ask him to. "I understand, Doctor, but there's somethin' you're wrong about," Wilfred said, looking the Doctor square in the eyes. "Those times, those things you did, they aren't gone. You said yourself, there're planets out there because of our Donna, people sing her praises from the ends of the galaxy! Just 'cause she doesn't remember doesn't mean they don't exist. You know, and I know, and her mum knows, and they live through us, don't they? And… I dunno, wouldn't it maybe make you laugh again, just to see her again, like last time…?"

The Doctor heaved a great sigh. "A lot's changed since last time, old friend. And yeah, I've changed. I'm same old Doctor plus a few years' life experience. I've met some new people – lovely people – that changed my life. Amelia, Rory, River… they've helped me become the man I am now, but they're gone now, too. Like Sarah Jane, back home with her son and Mr. Smith and K-9… Mr. and Mrs. Smith, working for UNIT or Torchwood or wherever they are now… Cap'n Jack Harkness, living his own life, forever… Rose Tyler, with her half-human Time Lord… All those people, Wilf, they made me who I am. Without them, I don't know what I'd be." He laughed humorlessly. "I might've been the Master without them."

"No, don't say that," Wilfred instantly protested, remembering the crazed Time Lord who'd converted the entire world into his own image and had killed countless people for his own twisted fun. "You're a good man, Doctor, you'd never—"

"You know what the main difference between the Master and I is? You people, you wonderful, beautiful, fantastic people! You humans, everyone in the galaxy has it out for you, thinking you're primitive and pesky little bugs to be destroyed, but look at you! Time and time again, you've survived the odds and you just keep… living. You last… until the end of time. I've been there. I've seen it. It's where I first met the Master. And you're still there. You just live and love and thrive and survive, and even though some of you are selfish and carry guns and are too thick for your own good, you still press on!"

"We've had our fair share of help," Wilfred was quick to interject, sending a pointed look the Doctor's way.

The alien waved him aside with a flick of his long fingers. "No, I've had my fair share of help," he corrected. "Sarah Jane Smith, Rose Tyler, Martha Jones, Donna Noble, Amelia Pond, Rory Williams, River Song… and you, Wilfred, my old friend. Donna once told me that I needed someone, and she was right; she was so right. I always try to do my best, but sometimes the weight of… everything… gets to be so heavy, and I'm scared – like last time – and someone has always been there to turn me around, lift me up, and set me straight again. Thank you."

Wilfred sat stunned after the Doctor's words, not sure why he suddenly felt so scared and depressed after such an eloquent and heartfelt speech. Then it hit him, like a fist to the gut, and he prayed that he was wrong, even though he knew he wasn't.

The Doctor was saying good-bye. Again.

The Time Lord smiled softly and said, "I'd better be going. I've got a few other stops to make before my final destination." The words were light, but the implications ominous. "My old friend Craig," the Doctor grinned, although Wilfred had no idea who Craig was, "should be paid a quick visit before…" He trailed off, then got to his feet. "It's been an honor, Wilfred. And remember this – you must never forget this – It was not your fault. And I'm… I'm happy, Wilfred. I really am. I loved being the Tenth Doctor, but I love being me, too, and I don't want you to think for one second that I regret what I did. Because I don't." He smiled, a real, proper smile this time, and straightened his bowtie and patted his head. Wilf didn't know what he was doing and was about to ask when the Doctor sighed, "Oh, dear, I always forget I don't have a fez anymore. Ah well, if I did, I'd tip it to you, Wilfred Mott, you brilliant man, you!"

Wilfred stood rooted to the spot, nearly overcome with emotion, and then he embraced the Doctor in a fatherly embrace, patting his back. "You'll come back, of course?" he said, though he knew it was a long shot considering how final the Doctor's farewell was turning out to be. "You'll visit after whatever's going on is over, come say hello to Donna, yeah?"

The Doctor smiled wanly. "'Course. When I finish up at Lake Silencio in Utah, I'll make it my next stop." His eyes were wet as he turned and began to walk down the path, presumably in the direction that he'd parked his TARDIS. "Thanks, Wilf."

Wilfred saluted to the Doctor's retreating back, heart aching to see him go.

Even though his back was turned, the Doctor said, "I know what you're doing, Wilfred, and if it wasn't you, I'd have to tell you off for saluting to me."

Wilfred smiled and shook his head. Same old Doctor.

When he glanced back over in his direction, the Doctor was gone.

"Good-bye Doctor," he said to the empty path, as the park bustled with life all around him. With a slight smile and a lighter heart, Wilfred Mott sat back down on the park bench.

This time, he wasn't waiting or searching for anyone or anything, and you know what?

That was just fine.

A/N: Didn't want to end it on an entirely melancholy note, after all. And as we all know what happens with the Tessalecta (or not, if you haven't seen series six, oops!), there's always the possibility for a sequel where the Doctor keeps his promise and pays a little visit to Donna… but that's up in the air right now as I have so many other projects going on. But it's a definite possibility, if you're interested. :) So here we are at the end of my first Doctor Who fan-fiction. I tried to tie in a little bit of everything, to give a little closure, and if you noticed, it was set right before the Doctor pays his visit to Craig and Stormagedden. XD Anyway, if you would please be kind enough to review and let me know your thoughts, it would be MOST appreciated! Thanks for reading!

~Emachinescat ^..^