Follows the events of "This Clock Never Seemed So Alive" in which the Doctor's companion learns a few things about the non-human Doctor.

As usual, we own nothing here.

You're from a whole another world,
A different dimension

You open my eyes
And I'm ready to go, lead me into the light

-"E.T. (Futuristic Lover)", Katy Perry

The first thing the Doctor became aware of was that he didn't remember falling asleep. His innate sense of time told him he'd been asleep for a little over an hour. The second thing he became aware of was he was pressed up against something soft and warm. He slowly blinked open his eyes and looked down, a soft smile gracing his lips as he remembered the night before. Going to the Alystran dance. Coming back to the TARDIS. Making love to Faith. Holding her as she slept.

The petite redhead had turned away from him at some point and he'd followed her in his sleep. He'd wrapped his body around hers, tangling their legs together; her back to his chest, with his arms wrapped tightly around her waist and ribcage, just below her breasts. The Doctor pulled her closer to himself and couldn't help the soft laugh that escaped as Faith snuggled further into the pillow she was hugging, muttering in her sleep. He pressed a kiss to her shoulder before gently removing his arm from underneath her and propping himself up on it to watch her.

The Doctor had had enough time to think during the night, as his Time Lord body required little sleep, and he came to the conclusion that what happened between them probably complicated things quite a bit. He knew he should do the right thing and take Faith home where neither of them could get hurt. He couldn't bear the thought of anything happening to her as she travelled with him. And he knew he shouldn't get overly attached to her because however it ended, it would not be well. She would break his hearts. The smart and noble – Ha, Noble, he'd thought bitterly – thing to do would be to send her far away, despite her inevitable protests.

Yet, the longer he held her and watched her sleep, he found himself caring less and less about the "right thing to do." He lost Rose and Donna because of it; hell, he'd lost his entire planet to doing the right thing and it killed him every day. Faith brought back the feelings of excitement his companions encouraged as well as an ability to care for someone on a level that he had not felt since Rose. He knew he could not compare the two, but he was not going to regret anything with Faith. He deserved some happiness, universe be damned. With that thought, he pushed everything else from his mind, gathered her close, and allowed her soft breathing and the familiar hum of the TARDIS to lull him to sleep. The feeling of waking up with her in his arms had only solidified his resolve to keep her at his side.

The Doctor sighed, idly caressing Faith's bare skin. He was thinking himself in circles. When she woke up, he'd find them a new place to visit and they could have another adventure. Only now, he could freely bestow as much affection on Faith as he wanted, which did have its advantages, he thought with a smug smirk as his eyes were drawn to the dark mark he'd left on the pale skin of her neck. He pressed a kiss to the mark, nuzzling her skin as he felt her stir against him.

Faith yawned and stretched as she woke, her back arching like a cat's, barely registering the Doctor's hissed intake of breath as her body rubbed against his or the arm around her waist tightening its hold. With a soft moan, she relaxed back into the mattress, smiling as a kiss was placed to the sensitive spot below her ear.

"Good morning, love."

She hummed a response and leaned back into the body behind her. Looking over her shoulder, she found the Doctor looking down at her with warm brown eyes and a soft smile. She couldn't help but smile back sleepily.

"Is it morning?"

"Well," the Doctor began, dragging out the word, "technically, in the Time Vortex there's no established frame of reference by which to subjectively measure time, so it may or may not be morning depending on where and when you are referring to."

Faith blinked up at him as her barely awake brain tried to process the Time Lord's words. "Huh?"

"We're outside of time right now."

"Why say 'good morning' then?"

The Doctor shrugged. "Seemed like the right thing to say given the circumstances," he replied, smiling brightly at her.

Faith quirked an eyebrow at the statement. From anyone other man, the flippant reply would sound rude; but the Doctor wasn't human. She was mostly used to his ability to make light of any situation, and yet it still threw her sometimes. It was easy to forget that he was technically an alien. Deciding he hadn't meant anything crude, she rolled over to get more comfortable, snuggling into the Time Lord's cool body.

The Doctor smiled in amusement as Faith nestled against him, little pleased sounds escaping her every so often. She was much more affectionate in bed than in day to day activities; he'd have to remember that in the future. Of course, if he hadn't mastered control over his body ages ago, she would not miss his body's reaction to her naked skin rubbing against his. If she was setting out to deliberately drive him crazy, it was going to start working soon. He wrapped his arms around her, holding her small body to his, and dropped a kiss to the top of her head as she settled against his chest.

"Did you sleep well?" The Doctor asked politely, even though he already knew the answer. Once she'd settled against him, she hardly moved throughout her entire slumber.

"Very." She nuzzled his skin. "You?"

"I don't sleep much, love," he gently reminder her, stroking her hair.

"Why not?"

"Time Lord biology. I don't need as much sleep as humans do."

"But you do sleep, don't you?"

"Occasionally."

"When?"

The Doctor looked down at the woman in his arms and sighed, not liking where this conversation was going. "Time Lords typically would need maybe one hour a day and they would be fine. I sleep less than that. What's with all the questions about how I sleep?"

"I've never seen you sleep."

"Maybe I sleep when you do," he challenged with a raised brow.

"There have been plenty of times when I've gone to bed and left you doing something and you haven't moved when I come back in the morning."

"The TARDIS requires a lot of upkeep."

"And then there are the times when I've seen you looking like you're ready to fall over in exhaustion or starting to nod off sitting in the jump seat before you jerk awake," Faith pressed, looking up at the Time Lord accusingly.

"Well, if I fall asleep at the console, who's going to fly the ship? You?" he snapped, not wanting to discuss the reasons why he hardly slept anymore. There were certain things he preferred to avoid talking about with his companions, many of which he kept banished to the furthest corner of his mind.

She flinched at the Doctor's outburst. Having seen the Time Lord's anger first hand, it was terrifying to have it directed at her alone.

"It may shock you to realize this, but I am not human. There are significant differences between us, least of all how we sleep. The sooner you understand that, the better." The Doctor unwrapped his arms from around Faith and set her firmly aside before flopping onto his back and staring up at the ceiling – his typical brooding pose.

Faith sat up, pulling the covers to her chest as she stared down at the Doctor in stunned silence. He'd never been so malicious to her when she'd asked him questions. If she'd asked him something, he'd either answer her directly or skillfully avoid answering in a way that would make her forget the subject entirely. Usually, he'd avoid answering her was when she asked him questions pertaining to himself in some way – because she never truly forgot he was not human. Now, for once, was one of the few times she forgot what the Doctor was, but she hadn't expected him to be so harsh. Maybe she had foolishly hoped he could be more open with her now that things had changed. She should have known better. She pulled her legs up and wrapped her arms around them, burying her face in her knees, trying to hold back tears.

The Doctor stared at the ceiling in resolute silence, ignoring the angry hum of the TARDIS in his mind. Faith pushed and pushed for an explanation he could not give her. He should have known better than getting too close to her; sleeping with her. He was starting to reconsider, yet again, why he thought it was an acceptable notion.

Because you are lonely, his mind helpfully supplied.

I'm the last of the Time Lords. I'll always be alone, he countered.

You care for her.

No more than any of my other companions.

Oi! I don't think so, Spaceman! A voice objected – one that sounded suspiciously like Donna Noble.

What?

You know what. You care about her a lot more than the majority of us poor saps you've dragged around over the years. You wouldn't have slept with her if you didn't.

Rose…I would have…

Shoulda woulda coulda. But you never did. And you were with her how long? Longer than anyone else in recent memory, that's for certain. Not like you didn't have the opportunity. You never allowed her to see your true feelings. Now you have a companion who you let in enough to be intimate with but you won't even answer her simple questions?

The Doctor winced. It did make him sound rather callous.

And now you've made her cry!

Glancing over at Faith, he could swear he felt his hearts break at the sight of the girl folded in on herself and trying, unsuccessfully, to stifle her sobs.

Well, don't just sit there, Spaceman. Do something! The Donna-like voice snapped at him.

Like what?

You're the self-proclaimed genius! You think of something!

The Doctor sat up, moving slowly as not to startle Faith. He was admittedly no good in dealing with emotions. Though this incarnation was more prone to being effected by emotion than many of his previous ones, Gallifreyan response to emotion was much more restrained than humanity's overt response. Despite the many years of having human companions, his core nature had not changed. He hesitantly placed a hand on her back. "Faith?"

The small girl gasped, flinching away from him as she tried to make herself smaller. His hearts clenched painfully in his chest. He never wanted his companions to be afraid of him. And never did he give any reason for his lovers - the few he'd taken over the centuries - to fear him. Having Faith as a companion and lover was very unusual, as he preferred to keep the two separate, but he could not help what he wanted. To see her shy away from him in such a way was painful.

"Go away," Faith said in a small voice that he had no problem hearing.

"Please, love…"

"Go away!" she snapped, raising her head from her knees and staring straight ahead instead of looking at him. "I don't understand what you want from me! I know there's some things you can't or won't talk about, but you can't ignore me every time I ask you something about yourself. Especially something stupid like how you sleep. It's not fair!" She smacked her palms flat on the bed in frustration before turning her tearful gaze on him. "I can't sleep with you and expect you to completely leave me in the dark. And if that's what you want, just take me home right now."

The Doctor's eyebrows shot up in surprise. He hadn't fully expected to be yelled at for being an insensitive jerk. Particularly by this petite girl who typically held her temper so well. Very rarely did she snap at him. He must have really done a number on her, he considered, feeling familiar guilt creeping on him.

Faith watched the Doctor's expression move from pained to surprised with a critical eye. She couldn't help herself; he needed to be told he was being impossible. She'd meant what she said, though. She'd rather go back to her old, predictable life than be treated like someone's whore. When the Doctor still did not say anything, she pushed the covers aside and moved to get out of bed, completely ignoring her lack of clothing. The Doctor's arm reached out quickly to grasp hers before she could go anywhere.

"Don't."

She didn't move at the softly spoken word. She couldn't think of anything to say immediately, either, which gave the Doctor enough time to move. The next thing she knew, she was pulled into his lap, with his arms wrapped tightly around her. Damn the Doctor for being absurdly agile, she grumbled to herself irritably.

And gorgeous, her treacherous mind added helpfully as she was tenderly cradled against his firm chest.

Shut up!

"Let me go," she said, attempting to wiggle out of his hold on her.

"No."

"Doctor…"

"Hush, love." He reached up to cup her cheek in his hand, tilting her head up to look at him. "I'm sorry. I'm so sorry. I should not have yelled at you. You have every right to be upset with me, but please do not leave." He lightly stroked her cheek with the pad of his thumb.

Faith looked into the Doctor's dark eyes and couldn't help but shiver at the intensity and pain that reflected back at her.

"There are some things about me that you just can't know. You wouldn't be able to understand."

"But if you explained it to me…"

"No, Faith. The things I've seen and done….What I did to my own planet…You do not deserve to see it. No one does."

"Is that why you don't sleep?"

The Doctor smirked ruefully. "Among other reasons." He caressed her hair reassuringly, for her and for himself. "When you've lived over nine hundred years, you experience a lot of unpleasant things that you never truly forget."

"Maybe if you told me about them, it would hurt less." She pressed her hand to his cheek. "I want to help."

He allowed himself a small genuine smile. His Faith held such compassion for others. The sincere pleading in her voice cracked his resolve just enough. "My Faith…You are so stubborn sometimes." He turned his head to press a kiss to her palm. "You know I am the last of my species because of a war between the Time Lords and the Daleks. What I've neglected to tell you is I am the reason why. I committed mass genocide to save the rest of the universe from them both. Things I've seen and done will stay with me until the day I die and do not regenerate. You will not know about those things as long as I have any say in the matter. I would not wish that pain on anyone."

Faith opened her mouth to say something but thought better and promptly closed it. She'd seen the Doctor's anger, but she could not conceive the rage that must have been unleashed to destroy two civilizations. Especially from a man who despised violence. She hoped she'd never have to see the day when the Doctor was so angry that he unleashed such wrath again. The consequences were obviously so much that they stayed with the Doctor years later. She could begin to understand why he refused to talk about it, and at the same time, she accepted she would never fully understand because it was something that could only be lived. The guilt must have been unbearable.

"I'm sorry." She curled up against him and wrapped her arms around the Time Lord. "I didn't know."

"It was a long time ago," he said, running his hand along her skin.

"But it must be horrible to carry that with you."

The Doctor cocked his head to the side as he considered her. Her compassion was touching. He decided he could admit a small truth to her. "It's why I like having companions. You all are so brilliant that it makes me remember there are great things in this universe." He planted a small kiss to the top of her head. "And every once in a while, one of you happens along to help me come to terms with the past a little bit more."

Faith blinked and bit her lip. She really hoped she was helping the Doctor cope with his past. Maybe one day when she was gone, he would be able to put things behind him. She tried not to think of the inevitable separation from him.

"Right!" The Doctor carefully put her aside and jumped out of the bed to find his clothes. "So, where should we go? I could take you to Astrila. It snows there when it's supposed to be summer, but it's not cold at all! Or to fifteenth century France! I remember you saying you'd like to meet Joan of Arc."

She watched the Doctor run about the room like a whirlwind. His abrupt mood changes were not new, but she couldn't help staring at him in amazement. She decided to let go any further elaboration that she may have attempted to get from him. He'd shared something. It was a start. She'd just have to keep working on getting the Time Lord to become more open with her.

"Well, what do you think?"

"Hmm?" she asked, looking back up at the Doctor. He was half dressed with his pants on and trousers half done up, looking at her expectantly.

"Joan of Arc?"

"I'd love to, but I was thinking of other things first," she responded, smiling coyly and running her fingers across the bed covers.

"Like what?" The Doctor asked curiously.

She raised an eyebrow. Seriously? The man was so oblivious sometimes it was baffling. Faith stretched her body languidly, drawing his eyes to her body. "I was thinking of a shower. I am a bit sore."

The Doctor visibly swallowed, watching her stretch her body seductively before she rose from the bed. "Yes, we don't want that."

"You're welcome to join me, if you'd like," she said, walking past him to the bathroom. "You can wash my back for me." She threw him a wink before disappearing.

The Doctor stood immobile for a moment with his gaze lingering on the doorway she'd gone through before he broke out into a dazzling grin.

"Oh, I like the way you think!"

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