Of all of the places in the universe Amy had expected to see when she flung open the doors to the world beyond the Tardis, twenty first century Cardiff didn't even make the shortlist. The sight that greeted her was grey and bleak as people hurried past without paying the out of place blue box the slightest of their attentions.

Rory had followed her out and he too looked nonplussed at the plain scenery. Amy tugged her coat around her more tightly against the cold wind that blew though the Plass as she waited for the Doctor and his inevitable long winded explanation.

Sure enough, as soon as the thought had left her head a smiling face popped up from the behind the door and the rest of the Doctor followed quickly.

"Aha!" He cried happily as he spun around to take in the scenery, "Exactly where I meant to land! I told you I could do it occasionally!" Amy just rolled her eyes as he directed his last comment to her.

"Doctor, why are we here?" She asked impatiently as she tried to keep her hair from being blown into her face.

"Need to refuel the Tardis." He said patting the wooden exterior of his ship fondly, seeing Amy's confused look he elaborated, "She needs time energy to keep on going; it's a bit like filling up a car with petrol, except it's not." He looked at her expectantly as though he expected her to understand and with a nudge from Rory she managed to plaster a bit of a glazed smile on her face and give an unconvincing nod.

"How long will it take?" Asked Rory as he too took in the surroundings.

The Doctor brought up his wrist to look at his watch (it had always annoyed Amy that he insisted on wearing it the wrong way around but she had never brought it up and had long since accepted it as one of the many quirks that made up the impossible man) "About an hour…no more than two… three at the absolute latest." He tailed off at the exasperation that she knew was on both hers and Rory's faces. "Oh come on! Have some fun! This is your planet! Go and do whatever humans do! Buy a coffee, read a book, sign a petition but be back here three hours!"

Amy looked up at Rory, "A decent coffee would be nice." She admitted begrudgingly and with a smile Rory grabbed her arm and they walked off in search of caffeine leaving the Doctor smiling behind them.

~o~o~o~

When they arrived back three hours later Rory wasn't surprised that he was laden down with shopping bags,

"- Do you really need three new pairs of shoes?"

"Yes."

"What was wrong with the first top you saw again?"

"I told you, it was the wrong colour!"

"Amy, it was exactly the same as the one you bought!"

"Oh, hush. Honestly, men and shopping, they really don't mix do they?" A sardonic look was all the answer she received.

As glad as he was to spend time with his wife he was relieved to see the Tardis come into view if only so he could dump the shopping bags and walk away from them. However, when they drew close to the ship Amy knocked on the door and stood back expectantly. No answer. She called for the Doctor and looked around. No answer. Eventually, she rattled the handle but it was locked and if the sheepish look she gave Rory she didn't have her key on her.

Rory gave an exasperated sigh that was somewhat softened by the smile on his face and they made they way over to a nearby bench that was still within easy seeing distance of the Tardis. In a way it was nice for both of them to sit and talk about the weather and Cardiff and just be normal for a little while.

And for a few minutes everything was. It only took a turn for the stranger when Rory furrowed his brow and subtly pointed out a black woman confidently striding up to the Tardis and rapping on the door smartly. The woman knocked again and stood back. Even from the distance they were at Amy could see the worry beginning to form on the woman's face.

"Should we go over-" she asked Rory.

"Hello! I thought I might find you here, did you know that there isn't a single shop around here that can brew a decent cup of tea?" Amy turned on the bench to see the Doctor standing behind them with a look of mild disgust on his face as he looked at the take away cup in his hand.

Silently and discreetly Amy pointed at the woman who was now hammering on the door of the Tardis. "Who is she? Do you know her?" She looked up at the Doctor expecting a answer or at least a reaction but he was completely ignoring her; his eyes fixed on the woman by his Tardis. Without a word he pressed his lukewarm tea into Amy's hand and set off at a run to his ship. Amy looked at Rory and a second later they were running after him unhindered by the shopping bags that had been left forgotten by the bench.

Up close Amy could see the woman more clearly. She was clad in exclusively black and what looked like military clothing, her hair was braided back off her face and she had incredibly expressive eyes. Amy could tell because at the moment she was watching confusion playing off across the strangers face as she was presented with the Doctor who had bounded over too her and stopped in front of her wearing a comically large smile.

"Martha Jones!" He said before stepping forward and enveloping the woman in what looked like a bone crushing hug. The woman, Martha, stood there not hugging him back but making no move to get away.

"Doctor?" What Amy was sure was meant to have sounded like a fact came out sounding more like a question.

"Yes, yes it's me. Oh! I've changed since the last time you saw me, new face and all, what do you think?" The Doctor was once again speaking a mile a minute and although he had released her from the hug he had kept a hold of her arms as though he were afraid she might make a run for it.

Amy was surprised to see that the thinly veiled suspicion that had resided in Martha's gaze since the Doctor had run over was still there. The Doctor seemed to realise this too and with a small encouraging smile he tilted his head to the side slightly. With no hesitation Martha reached out a hand and pressed it lightly into the side of his neck.

"Double heartbeat." She said sounding relieved, "It really is you." It was then that Martha threw her arms around the Doctor and when he hugged her back she let out a small peal of laughter.

Amy was starting to feel slightly awkward having rushed over only to witness what seemed like quite a heartfelt reunion, and she could tell Rory felt the same as he shifted his feet beside her.

Eventually the Doctor let go of Martha and turned to Amy and Rory. "Oh, right of course! Introductions! Martha, this is Amy and Rory, and Ponds this is-"

"Doctor Martha Jones." The woman interrupted with a smile as she extended a hand. Amy felt her eyes rise slightly at the "Doctor" title.

"We used to travel together." The Doctor supplied happily.

"You're a Doctor?" Asked Rory sounding interested.

"Yep, fully qualified and everything." Said Martha with another smile, "Doctor for UNIT… you don't need to worry about them." She said when she saw Rory's confused face and the Doctor's slight grimace.

"So how did you find me?" Asked the Doctor with a smile that was beginning to look permanent, " has something gone wrong? Have you been sent by UNIT or-"

"No, nothing like that!" Martha hastened to assure him as his smile was slowly being replaced by a tone of urgency, "Just a social call, I'm afraid. UNIT said they picked up a spike in the rift that said you might be refuelling, so I just decided to take a look. And as for how I found you… I don't know if you've noticed but the blue police box tends to stand out just a tad."

The Doctor laughed and even Amy could hold back a smile.

~o~o~o~

Five minutes later they had relocated back to the bench and Martha and the Doctor were still talking while Amy and Rory tried to not to eavesdrop too much, (well, Rory was trying not to eavesdrop while Amy was just trying to look like she wasn't eavesdropping)

"So," the Doctor said, "You and Mickey?" Martha just glared at him in response, "Hey," he said throwing his hands up defensively, "I didn't say anything!"

"Yeah, well make sure you don't." Grumbled Martha still sounding too good natured too pull it off, "If I have to hear you called him Mickey the Idiot one more time…" She trailed off threateningly.

"Well, you know me, no promises." The Doctor smiled at her and Martha couldn't hide the quirk of her lips. Amy was left to wonder who Mickey was and what made him an idiot while the Doctor carried on talking regardless, "I won't pretend it didn't throw me for the loop though, that was the last thing I expected to see you two together!"

Martha looked at him oddly, "Well, we weren't exactly expecting to see you. Didn't think you'd pop in to say hello before you went off to die." Amy's head whipped around at the mention of the Doctor dying. The Doctor just shifted uncomfortably under Martha's withering gaze before he caught sight of Amy and Rory's alarmed features.

"I didn't really die, just regenerated." He said, the cheer in his voice coming across as slightly forced, "That was when I met you." He said with a slightly more real smile towards Amy.

"You did die or you wouldn't have said goodbye to everyone." Martha said with certainty in her voice, "Just out of interest, how many people did you say goodbye to?" The Doctor made no sound as if to answer her for several moments.

"I saw Sarah-Jane," Amy thought she was the only one to see Martha's wince at the name but the Doctor reached out and patted Martha's hand before continuing, "Wilf and…Donna," Amy wanted to question what made Donna's name so hard to say and by the looks of it so did Martha but the pain in the Doctor's voice and eyes kept both of them from speaking, and so he continued, "then Rose," this time it was Martha's turn to reach out and offer comfort but the time lord gave no sign of feeling it, "and Jack."

Amy turned to Rory who sat listening but who obviously had no more idea who these people were than she did so she turned back.

"Where is Jack anyway?" Asked the Doctor visibly trying to look less morbid, "I parked close enough I thought he would've at least come to say hello!" Amy brightened a little at the indignant strain in his voice; it was good to hear him with any emotions after talking about how he had supposedly died, but her joy was short lived when she took a look at Martha.

"Doctor," the woman said gently, "Jack isn't here anymore."

The Doctor just looked confused, "I thought the whole point of him coming back after the …year…was he wanted to go back to Torchwood? Don't tell me he ran as soon as he got back!"

Martha suddenly looked as though she would rather be anywhere else in the Universe than where she was now, "There is no Torchwood anymore, Doctor. It's gone. All of it."

The Doctor just looked at her in confusion, "How can it be gone-"

"They died! All of them. They all died!" Amy felt Rory start slightly at the sudden harshness of Martha's tone. "Jack left. He couldn't be here anymore; he loved them Doctor. He really loved them." Her voice gentled to a comforting tone by the end of her tirade but Amy could still see the emotion there.

"All of them?" The Doctor asked his voice so quiet that Amy could barely hear it.

"All except Gwen." Said Martha, resolutely keeping her voice strong, "And she needed to be kept safe, so he left." For a beat there was silence.

"How did it happen?" Amy's voice surprised even herself, she hadn't meant to talk and she immediately wished that she hadn't when everyone turned to stare at her.

"Alien attacks." Martha said shortly as though trying to keep herself in check, "But I didn't come here to talk about this. I just came to say hello and to check that you're alright…are you alright Doctor?"

The Doctor nodded morosely without looking at Martha in the eye, "Yeah, I'm great, fine. You know me, always fine."

Martha had an oddly calculative look in her eye before she spoke again, "You know, Mickey wanted to come with me to see you, but you'll never guess what he's done now…"

Amy sat back and tried to process what had just happened while Martha told a story about her husband. She could see it was cheering up the Doctor because although he still looked a bit forlorn she saw him smiling unwillingly at some parts of the story and try to keep back a laugh at another. She looked at Martha who was telling the story her face alight with enthusiasm and her hands telling the story with her but Amy didn't miss the way that her gaze always seemed trained on the Doctor the way a real doctor looks at their patients. It made her wonder how much Martha knew about the past that the Doctor tried so hard to keep hidden.

~o~o~o~

By the time that Martha had finished her story and the Doctor had responded in kind nearly an hour had passed and if she was quite honest Amy was ready to leave and she was sure that Rory was too. It didn't feel quite right sitting with a woman she didn't know as she listened to the Doctor and Martha reminisce about people she had never even heard about.

All in all, she was relieved when Martha looked at her watch and told them she had to be going, that was until she called Amy back and pulled her to one side.

Martha wasted no time in getting straight to the point, "How is he really?"

Amy had to bite back the childish reply of "you tell me" and instead just looked back at Martha, "He's fine." She said with a too even voice.

Martha didn't even blink, "I said really."

Amy sighed and looked off to where she could see the Doctor teasing Rory for something as they walked to the Tardis, "He seems fine. We try to make sure he's okay, talk to him and everything, but he shuts us out most of the time." Amy felt the need to try and defend herself and show that she wasn't good for nothing, "He eats, sleeps and talks, he's fine."

Martha just looked at her and with the barest hint of a smile she walked off. When Amy reached the Tardis Martha was nearly done with her goodbyes,

"- I bet you've lost my phone, haven't you?" Martha took his shamefaced silence as a yes, "Good job I brought his one." She said as she chucked a new but simple phone at him, "You better keep a hold of that one, mister! And answer when I call!" The Doctor smiled and quickly moved forward and gave her one last hug. Amy wasn't sure what was said but she was sure that something had passed, as when they broke apart both were smiling.

Ten minutes later and the last farewells had been said and the time vortex surrounded them once more. The only thing that still bothered Amy about their encounter with Martha was the way that she had never before heard of her. She knew the Doctor had had companions before but it seemed like after they were gone he just… forgot them.

The last thought was quickly dispelled by the memory of the pain on the Doctor's face when he listed names that she had never heard of but had obviously once been the names of his friends.

She figured that if it caused him that much pain to lose his friends she would just have to stay with him and Rory forever.

She wondered how many people before her had thought the exact same thought.

…..

A/N- Thanks for reading! I hope you enjoyed it and if you did, or even if you didn't, reviews are always appreciated,

VE