Disclaimer: I don't own Doctor Who

Summary: Tag to '42'. "I'm scared. I'm so scared." Why was the Doctor so afraid? Martha wonders, and the Doctor contemplates his three greatest fears…

Fear

"I'm scared. I'm so scared."

That was what the Doctor had said, just before she'd put him in the stasis chamber, and tried to freeze whatever it was in him, out of him. He'd been terrified, but all she could do was say, "I've got you," in a pretty unsuccessful effort to calm him down.

However, Martha had a feeling that being frozen wasn't what the Doctor had been so afraid of.

In truth, seeing the Doctor how he was, having him admit to being scared, that had absolutely and completely terrified Martha. She had never seen the Doctor look so scared before. Granted she hadn't been with him for that long, and all the while he may have been scared inside, but he'd never shown it before.

When he'd given his own life facing the plasmovore, when they'd defeated murderous witches with Shakespeare, when they'd been trapped on the motorway, when they'd seen the Face of Boe die, when they'd battled the Daleks, when they'd seen Lazarus's terrible experiment go wrong, all of those times when they'd faced death, in his eyes she'd never seen fear. She'd seen plenty of other things in his deep brown orbs: anger, sorrow, understanding, knowledge, pain, time, and sometimes joy and delight… but she'd never seen fear before. Not before today.

The only time, she'd thought she'd caught a glimmer of it, was when she'd been kidnapped back in New New York. But it had been so brief, so quickly replaced with anger and outrage, that she'd thought she must've imagined it in her own terror.

It couldn't have been the fear of death that had scared him. Martha didn't think that the Doctor even knew what personal safety meant. And it couldn't have been of the pain, she'd seen him in pain before too. So what was it?

Martha had thought about asking the Doctor about it. But she still wasn't sure about how he'd react to it. He could be very unpredictable sometimes, and she still hadn't quite got to grips with all the subjects that were off-limits yet. She could quite happily talk to him about just about any period in history, talk about who she wanted to meet (though apparently Charles Dickens and Queen Victoria were off-limits), but there were strange, everyday things that could just send him into one of his quiet, sorrowful moods.

When the Doctor did that, went all quiet and stopped talking, Martha knew what—or who—he was thinking about. Rose. The mysterious girl who she was always hearing about, and yet knew nothing about. All Martha could think was that she must've been someone very special to have this effect on the Doctor.

So, Martha had ruled out asking the Doctor about what he'd been scared of. Now, all she could do was wonder… was could have frightened him that much that he'd admit it so desperately? …"I'm scared. I'm so scared."…

---------------------------------------------------------------------------------

The Doctor had felt fear before. He was no stranger to it. Hell, with a life like his, there was no way he could have never been scared before.

His biggest fear used to be of the Daleks. After the Time War, after what he was forced to do in order to stop them, they instilled such fear into him that he couldn't remain composed as he usually managed to.

He remembered the first time he'd seen one after the Time War, in Van Statton's museum in his last incarnation. It had only been the one Dalek, all chained up, powerless, but he'd been terrified. He'd banged on the door, yelling, begging to be let out, anything to get away from his worst nightmare.

However, months later, after Rose had wiped out the entire Dalek fleet using the Time Vortex, she offered a beam of hope every time things seemed hopeless. His new greatest fear had been that something bad, something irreversibly terrible would happen to his Rose.

He'd had to watch that fear come true as well. He'd screamed in horror as Rose had hurtled toward the void, about to be sucked into nothingness. He'd considered letting go himself, for with Rose gone, so was his world.

But he was too much of a coward. It had been Pete who'd saved her, and he was eternally grateful to him for that. The fact that he knew that Rose was safe and sound with her family, living her life away from him and away from danger, that was enough to give him the strength to carry on. And although there was no way he was going to admit this to her yet, Martha helped with that too.

However, on his and Martha's latest adventure, they'd been trapped on the SS Pentallion, a ship that was in big trouble. They'd had exactly 42 minutes until they would crash straight into the sun. Now death didn't scare the Doctor. He was no stranger to it, he'd seen far too much of it, he'd simply done it too many times to have any fear of it. He knew that unless they did something, they would crash and burn – literally – but he didn't care for his sake, his cared for Martha's.

But when he'd gone on the outside of the ship to save Martha, where the shields barely protected him, that's when it'd happened. The sun had been alive, and part of it had infected him, burnt within him. And that had frightened him.

It wasn't the fact that he could die. He knew he'd just regenerate, and although he quite liked his current body, he wouldn't mourn too much over having to change again. It wasn't even that Martha was about to freeze him at under -200ºC, which he knew would hurt… a lot.

It was the thing inside him. He could feel the organisms that had been part of the sun burning inside him. It felt like the beginning of a regeneration, but it was constant and never-ending. He could hear it roaring and screaming inside of him in anger, desperately battling for control of his body.

The Doctor had thought he understood what was going on, but as the sun particles became stronger and stronger, and he became weaker, he knew he didn't, and never would.

This sun had burnt for millions and millions of years, and it would continue to burn for millions more. It knew things that someone as young as him could never comprehend, and not understanding, feeling like an ignorant child was not something that the Doctor was used to. He supposed, in that respect, he was just like humans, he feared the unknown.

But what he had known had terrified him even more. He knew that if he let the entity inside him win, then it would take control, and he would kill everyone on board the ship without a second thought, including Martha… and he'd been scared stiff.

Maybe Martha's mother was right, her and all the other people who'd said it. He was dangerous. Death and destruction seemed to follow him wherever he went, and while he deserved that for all he'd done, the innocent people he took with him, like Rose, like Jack, like Martha… they didn't, and they were always the ones who got burned the worst.

He just hoped that this life never consumed him altogether like it almost had today… that was his new greatest fear.

------------------------------------------------------------------------------------------------------------------------

A/N: This is just something that's been playing on my mind ever since I saw 42 (which is quite a few weeks ago now). I finally got the time to write it after my history exam today (while I have absolutely nothing against the Irish and am part Irish myself, I hate Irish history…) anyone else do that exam? Tell me I wasn't the only one who didn't like it!

Anyways, hope you enjoyed this. It's just some of my musings really, my theory of why the Doctor was so uncharacteristically scared – I dunno, maybe I read too much into it. But please do tell my what you thought he was scared of!

Questions? Comments? Please review!