A/N: Since this is an AU one shot, anything can happen! Enjoy :)

The double doors of the TARDIS flew open as Rory and Amy rushed in carrying a moaning Doctor by his arms and ankles respectively. They had to pause long enough for Amy to kick the doors closed, but continued as quick as they could to the console and carefully laid the Time Lord on the floor as he requested.

Amy fought back tears as she knelt next to her fatally injured friend and took his hand into her own. Rory crouched next to Amy and tried not to let his eyes linger on the gruesome, blood-soaked wound on the Doctor's side.

"I've jumped off…a building before," the Doctor struggled, "but this is…the first…time a building fell on me." He tried to manage a smile, but it was fleeting as his face contorted in pain.

"Doctor, you can't die," pleaded Amy.

"Listen to me," the Doctor looked up at both his companions, "I'm going…to change faces…change personality…but I'll still be me." Rory and his wife exchanged puzzled glances. Surely, he was delusional from the pain and blood loss, they silently agreed.

The Doctor raised his hand, "Look." His friends stared in disbelief as his hand began to glow with a soft gold light. Then the pair realized the Time Lord's face was glowing as well.

"What's happening to you, Doctor?" Amy cried in alarm.

"Back away!" he warned and the couple leaped to their feet, "I'll be alright…just don't touch me…keep back."

Amy and Rory held on to each other as they stepped away from their dying friend. Awestruck, they watched as the golden light grew brighter until the Doctor's body stiffened. He screamed as the light exploded out from his sleeves and collar, and washed over his hands and face. The couple stared as the Doctor physically changed before their eyes. They looked on with wide eyes as his hair grew longer and his height drew shorter. Finally, the strange, powerful energy disappeared and whatever the Doctor had become sat bolt upright.

The smaller form seemed buried in the button up shirt and tweed jacket the Doctor that Amy and Rory knew wore. Long, light brown hair fell around the form's face, keeping it hidden for the moment. A small petite hand appeared from out of the too-long sleeve and reached up to hold a chunk of the hair. "Still not ginger!" a feminine voice exclaimed in a not-too-pleased tone. Suddenly, both her hands clasped over her mouth and she whipped her head around to look at Amy and Rory. "What's wrong with my voice?" the woman panicked. Rory was frozen in shock and Amy had to force her mouth closed before she could even think to answer. "Well", the woman demanded, "Why do I sound like a…" A startling realization was made and the Doctor fell silent, staring at her hands.

Finally, Amy took a step toward the person she'd hoped was somehow the Doctor. "A woman," she blurted out at last, "You're a woman." The Time Lord gawked at Amy as if the girl had said something utterly and impossibly ridiculous. But then the disbelief turned to wonder, "Naw", she whispered with a growing smile as she climbed to her feet. Looking down at herself, she couldn't see much really. Her previous incarnation's clothing was much too large for her now smaller frame, and she realized that the only reason the trousers didn't fall to her ankles was the suspenders holding them up. She had to see her face.

The Doctor turned and walked up to the console dragging the two-sizes-too-large boots on her feet. She almost tripped over them, but she was determined to reach that mirror and balanced herself. The Time Lord…er…Time Lady, grabbed the mirror forcefully, pulled it down to her level and gasped at her reflection. Warm, hazel eyes set in a smooth milky skinned oval face surrounded by long, naturally straight hair stared back at the Doctor. "I'm a woman," she murmured with awe.

Amy approached the Doctor with Rory, who had finally snapped out of his shock even though he was now visibly uncomfortable looking at the Time Lady. "Umm, Doctor?" Amy inquired with a worry in her voice that told she was not yet sure this was the Doctor.

Without taking her eyes off the mirror, "Amy, Rory, look!" she frantically waved them over, "I'm a woman. I have never been a woman before!" The Doctor was thoroughly fascinated as she continued to examine her new feminine face.

"Did you know you would change into a woman?" the red-headed woman asked carefully.

"Some Time Lords, well in my case Time Ladies, could control what they became during regeneration," the Doctor peeled her eyes off the mirror to look at Amy as she explained, "but I never bothered to learn how."

"Why not?" Rory asked abruptly.

"Control what I would look like?" the Doctor gave Rory an absurd look, "Where's the fun in that?"

"So," Amy asked, feeling more comfortable as she was now pretty sure this woman was the Doctor, "What happens now?"

After looking over the tattered, bloodied, male clothing of her previous self with a disgusted look, the Time Lady smiled a familiar mischievous grin. "Girl needs a new set of clothes…we're going shopping!" the Doctor exclaimed with joy as she started pushing buttons and pulling levers on the console. The familiar sound of the TARDIS' engines coming to life filled the room as the blue police call box hurled through the time vortex toward the hottest shopping destinations in the universe.

"What?" Rory said flatly with a clearly not-so-amused face.

A/N: as I was polishing this up, I thought of some scenes at the mall where they run into some other friends *ahemCaptainJackahem*. What do you say? Should I add another chapter? I would love your reviews!