A/N Okay, so this is my second Doctor Who fan fiction and I hope everyone likes it. Please review and tell me what you think, good or bad, just try not to be too mean :D I have no real knowledg eof the MPR so don't slaughter me if its all wrong please :P

Summary: the TARDIS is tired of the tension between Martha and the Doctor caused by a little past companion who goes by Rose. She forces them into a familiar old room where the Doctor has to relive some of his best and most painful memories and Martha will finally understand how the Doctor feels about Rose and why she could never be a replacement. Set somewhere after Evolution of the Daleks.

Disclaimer: Doctor Who and all surrounding elements of the show that may be including in this work of fiction belongs to the BBC network and the genius crew that brought it to us. No copyright infringement intended.

Chapter 1: Rose and the End of the World

Martha strolled down one of the countless corridors of the TARDIS, walking with her hands stuffed stiffly in her jeans pockets and her face set in an expression that conveyed extreme boredom, annoyance and a lingering hint of anger and jealousy… overall not something one would expect from a young woman inside a time machine travelling through the universe with the most wonderful man she'd ever met.

Every once in a while one of her hands would emerge from its self inflicted prison and run absent mindedly across a door in thought, nails scratching against what was sometimes wood, sometimes metal… even one or two made out of suede or fur. But she hardly took any notice, continuing her journey without entering any of the hundreds of rooms, hardly even curious as to what she was passing up. There weren't any as of yet she had found that captured her attention enough for her to consider entering, at least, not after what had transpired around about an hour ago.

FLASHBACK

For the past few months she had been travelling with the Doctor and she had noticed that at the end of every adventure they shared he would disappear into the depths of the TARDIS without a word of explanation, staying around her only long enough to set the co-ordinates to stay within the time vortex. After that sometimes she wouldn't see him again for hours, eventually giving up and going to get some sleep while she still could.

That was another thing. He kept up with the adventures, going to different places and getting into trouble almost on a daily basis and they no longer stopped when she claimed a need to sleep. He would look her up and down, deem her fine and declare they were off to another planet in some galaxy far away.

It was only when she was literally ready to drop where she stood and her slowed motor skills were putting them both in fatal danger that he would stop for a day to let her sleep while he did one of his disappearing acts.

It was only after a particularly emotional happening that he stopped their travelling early, enough so that when he left her she still had energy to burn and so she would wonder the halls of the TARDIS aimlessly.

But not this time. After seeing him practically attempt suicide right in front of her by begging that Dalek to kill him she decided that the avoidance and skirting around topics had to stop. That was why when they entered the familiar console room of the TARDIS and he walked through the door that led further into its depths, she followed him, not caring about invasion of privacy and all the things he would babble about when he caught her, just wanting to know what was going on and how she could help him.

As she trailed a few meters behind him she thought it was strange how he, the ever observant alien, hadn't even seemed to realize her presence because she was sure that he would have said something if he had. But she supposed he was just too distracted by his… whatever it was. She could only sigh slightly as the familiar feeling of unimportance and rejection filled her up and only hoped she wasn't about to walk in on some crazy, disgusting alien ritual as his pin striped back turned another corner.

It wasn't long before he stopped in front of a deep maroon door and simply stood there for a second, his left hand coming up to rest on the doorknob and chin almost resting on his chest as he looked down at the floor in front of him.

Martha hid behind a corner in confusion and watched as he took a deep breath, raised his head in a shaky sort of confidence or resolve and gently, almost reverently, twisted the knob and let the wooden door swing inwards, stepping in after it.

She crept quietly to the door and popped her head around the wall just far enough to watch as he moved about the room that she could now see was a girl's bedroom.

He was sitting on the edge of a pale pink comforter situated neatly on the mattress of a light-wooded bed that looked to be of Earth's origins. His head swiveled slightly as he gazed around the room, needlessly smoothing out the spread beside him and eyes once in a while lingering on a photograph or piece of clothing. She was startled as she realized there were visible tears running silently over his cheeks, no noise what so ever being emitted from him as he remembered; she recognized the reminiscent look on his face from so many other times through their travels.

Suddenly, snapping her out of her reverie on what could possibly be going on, she got her answer in the form of his soft, despairing and devastating voice filling the air in a tone just higher than a whisper, his voice surprisingly steady.

"I'm useless without you, you know?" He paused and looked towards the head of the bed as if expecting to see someone sitting there. "Almost got myself killed today… again… Rassilon, I'm so selfish Rose, I didn't even think about Martha."

He stopped again, voice breaking off and looked down at his hands in his lap. He breathed out a weak chuckle as if he was getting a somehow humorous response to his words but it ended quickly, making Martha wonder if she had even heard it at all.

She watched as his eyes shifted to the floor of the room and his hands followed the trail his eyes were making, bending slightly to pick up a crumpled blue sweater from the floor and holding it tightly in both his hands, face screwing up as he resisted the outlet his emotions begged for.

She couldn't stop the reflex that came with seeing him in such a state and only realized she had let his name slip from her lips a moment too late.

"Doctor?"

His head shot up and she swore she saw a flicker of hope before his eyes took in her face and the disappointment set in. She felt anger at him because she knew exactly what he was thinking but her anger was forgotten as he rose from the bed, a dangerous look in his eyes that she had never seen before and made her flinch away from him, even though he was still across the room.

The fury and grief mingled in his chocolate orbs frightened her and she had no idea what he was going to do next, choosing to stay very still and not say anymore before he started towards her in slow threatening steps, jacket falling from his grasp.

"I'm sorry Doctor, I-" she rushed to defend herself but stopped mid sentence, watching in shock as he continued walking, straight past her out of the room, pulling the door shut in a swift movement without slowing his steps, and walked away without saying a word.

Her sad, uncertain eyes followed him until he was out of sight and when she turned back the door was gone.

END FLASHBACK

So now she was still wondering around, thinking about what might happen the next time they are in the same room, going so far as to wonder if he might take her home and throw her out of the TARDIS.

While she contemplated what to say as an apology for following she began to think about the way she had been treated and got angry once again. Why was he still moping over some girl for? Why was she so special? And if he loved her so much why weren't they travelling together anymore?

It probably got too much for the little princess and she left him all alone, she thought spitefully, knowing deep down that she was being very unfair, but not caring because of how hurt she felt.

As the words crossed her mind she felt a strange, unmoving breeze encompass her, as if the ship was angry with her for thinking it. She looked around suspiciously for a second wondering if that was possible before noticing that there was a door to her right that hadn't been there a second ago.

Unable to sate her curiosity she stepped forwards and gently pushed the door open, making sure to check if the Doctor was inside before cautiously entering; only to find herself in a room that looked somewhat like a basement.

She stood for a second, confused. She turned to walk back out but the door slammed shut and as she tried to twist the knob it refused to budge from it's now mysteriously locked position.

"Great, now what?" She asked out loud, as if the room would have an answer for her.

Sure enough as the words left her lips a book seemingly materialized in front of her on the floor with a bookmark inside. She looked around once more before shrugging and bending to pick up the heavy volume. She turned it on its side and read off the spine Time Lord Physiology. Her eyebrow cocked in question but she mustered another shrug and flipped it open to the page that was bookmarked.

Regeneration: This is a term used for a physiological process that Time Lords go through when they are fatally wounded or otherwise heading for death. They have the ability to change every cell in their physical body so that when it comes necessary, in the face of death, they can repair, and/or heal, themselves. Unfortunately this has the consequence of completely altering their outside physical appearance as well as their inside. All Time Lords have the ability to regenerate 12 times in total before they die completely, unless granted more by another Time Lord.

She snapped the book shut, slightly shocked and wondering why he had never told her, and partly irritated. "What does this have to do with me?" She asked the room again, frustrated.

You must understand.

The answer came from inside her head, whispers that felt like they shouldn't be there – an intrusion. She reeled back slightly and tensed, the telepathic connection unnatural and very uncomfortable for her.

I'm sorry Martha Jones but this is the only way for me to communicate. I forgot that it hurts some people; I've grown so used to talking only to those who can handle it.

She might not have been a genius but she knew the TARDIS was speaking to her, the Doctor had told her how he talked to her in his head. "I can handle it just fine," she replied indignantly. "So what? Does it only hurt weak people? Am I not good enough or something?"

The TARDIS sighed, slightly annoyed. That's not what I meant child. Somehow the title didn't sound affectionate as it usually did when others used it. And don't argue. Compared to me you are only an infant. With that she got back to her point.

There have been companions such as you before. The Doctors Time Lord companions back in the days of Gallifrey could hear me as easily as him but never the humans; you have nothing to worry about.

"But you said it had been a long time since it's happened. What about Rose? She was human wasn't she? Or didn't you speak to her? Did you not like her?" She continued, not noticing the air growing tenser with every word. "Is that why she left? Did you get rid-" She clutched her head at the sudden piercing headache that shot through her and the shouting began.

I suggest you stop Martha Jones! I will not tolerate anyone insulting my Doctor's Rose! And do not think for a moment her departure was ever a choice, only the most extreme and most devastating circumstances could ever tear them apart!

"Fine!" Martha shouted back, bent over slightly at her middle and hands still over her ears ineffectively. "But why let me come in here if you were just going to yell at me?" She had figured that the TARDIS had wanted her in here otherwise she never would have seen the door. Even through her anger and annoyance, curiosity still bubbled.

I will get to that but to answer your question; I spoke to Rose every day. She was no normal human, even before we were bonded together as sisters with part of the same life force. Humans struggle with it because they are too closed. They think of it as invasion and reject the idea that anything beyond their understanding could live. But not our Rose, she treated me as the Doctor does – like one of you, a living entity. I will be forever grateful to her. And this is what you must understand Martha Jones; you get jealous and blame my Doctor, forever speaking about how insensitive he is. I have brought you here to make you understand why he could never look at you that way. Why he can't just "get over" her as you say. Why you must move on from your crush and be what he really needs.

"Which is what?" Martha asked, no longer angry – feeling very much like a reprimanded child.

A friend. Someone to hold his hand and keep him away from the dark.

There was silence for a second then the room lit up a few shades lighter and her attention was drawn to her left as a blonde knocked on a door and called for someone named Wilson. Martha frowned in confusion.

You can not interfere Martha Jones. These are the Doctors memories – combined with a few Rose left stored in me - and this is the only way. Watch, learn, and understand. Please.

With that the presence in her mind retreated completely and her mentality was clear as she watched the mannequins come to life, looking almost comical if it wasn't for the fact that the girl, who couldn't be older than her late teens, was having her life put in danger.

She stood just on the edge of the action/scene, not able to do anything but hope the innocent looking blonde would be alright. Wonder who she is. She wondered, not having quite figured out what was happening or what making her watch this was supposed to achieve.

The girl was cornered and squeezed her eyes shut in fearful anticipation. Martha watched as a man snuck up behind her and slid his hand into hers, grasping tightly to stop her from pulling away.

When the small blonde looked up at him he grinned and in a northern accent muttered one word.

"Run!"

The scene around her faded out and became like a television with bad reception for a moment before it came back into focus. She was now standing outside on a rather deserted street.

She had barely a moment to wonder then the two same people burst through the doors of the building she was standing in front of. She watched as the man walked back inside, coming back only a second later.

"I'm the Doctor by the way, what's your name?" Martha couldn't help the tiny gasp escape her, then felt rather stupid that it took her so long to figure it out. She new what the girl was going to say even before it was said.

"Rose." She now paid more attention to the teenager, wanting desperately to know what was so special about this one girl that the Doctor, for some reason, loved more than her.

"Nice to meet you Rose, run for your life."

She watched a tiny smile flit across the girl's face, amusement shining through.

How could she possibly be amused when her life was just in danger? Martha wondered, watching as the scene shifted once again. Now it appeared to be some sort of park, she could see the TARDIS a few meters away. Rose and the Doctor walked up the path but stopped, also a few meters away.

"Really though, Doctor. Tell me – who are you?" Rose asked him, no accusation or suspicion in her face or voice, just curiosity and even slight worry about this man she had only just met. Martha frowned, remembering the day she met the Doctor and how many times she had asked almost the same question, never getting an answer. She scoffed at the naive blonde who looked at him expectantly.

She was beyond shocked when the strange Doctor looked down at her seriously and paced forward, closing the gap between them and bringing their faces quite close, speaking in a serious tone.

"Do you know like we were saying? About the Earth revolving? It's like when you were a kid. The first time they tell you the world's turning and you just can't quite believe it because everything looks like its standing still. I can feel it." She watched as he gently took Rose's hand in his. Although he was obviously trying to prove a point Martha couldn't help the instantaneous and intense rush of jealously as she thought of how much it looked like he was seeking comfort from this girl he had just met, when even after months of travelling together all he ever did with Martha was avoid her questions and worries. She felt like yelling and screaming at him in that moment, but knew it was pointless.

"The turn of the Earth. The ground beneath our feet is spinning at a thousand miles an hour, and the entire planet is hurtling around the sun at sixty-seven thousand miles an hour, and I can feel it. We're falling through space, you and me. Clinging to the skin of this tiny little world, and if we let go-" He stopped talking quite suddenly and seemed to snap out of some type of trance, immediately dropping his companion's hand, making Martha sigh in relief, although her head was still reeling with the information she just learned about the Doctor – trying to imagine what it would be like to feel that 24 hours every day.

"That's who I am. Now, forget me, Rose Tyler. Go home." She couldn't help but feel smug at his harshness. The Doctor had never spoken to her like that.

Before anything else could be said or done it became unfocussed again and shifted into another basement-looking room, a pit of moving lava-like goo at the bottom, the Doctor restrained by the mannequins and the girl, and another unfamiliar man, at the top, helpless.

She watched in anger as the Doctor resorted to pleading and yet Rose did nothing, standing there, oblivious like the blonde she was.

Martha felt a twinge of the TARDIS' presence in her mind again at that thought and pushed down her hostile feelings, knowing if she insulted the precious Rose again it would only mean pain for her.

She couldn't help but feel slightly guilty though, as Rose ran to the side and swung, rather dangerously, down to the Doctor, effectively saving all their lives as the plastics went toppling over the edge and the Doctor scooped her up in a tight, gleeful hug.

For the first time Martha felt sympathy rise in her and let out a sad smile at the two. She could only imagine what it would be like to be ripped away from the Doctor.

She hardly even noticed the change this time, getting rather engrossed in the events already, like it was an addicting television show she couldn't wait to see the next episode of.

The Doctor stood in the doorway to the TARDIS as Rose stood with the same, clingy and scared looking man that now Martha thought looked rather attractive, if not a bit stupid.

"Nestene Consciousness? Easy." The Doctor spoke with a light smile, clicking his fingers in articulation. Martha smiled; although being even more docile and tragic-looking than her Doctor it was clear these were the same man.

"You were useless in there. You'd be dead if it wasn't for me." Rose didn't speak in a boasting voice, more just teasing with a smile to match the Doctor's. Martha's mouth hung open just slightly. They couldn't have known each other for more than a day and they were already communicating better than her and the Doctor ever did. They never seemed to understand each other and Martha found herself unable and unwilling to comprehend that this blonde teenager could understand such a complex man after such a short time.

Nah, I was probably just imagining it. She told herself, doubtful at the very same time.

"Yes, I would. Thank you. Right then! I'll be off! Unless, uh... I don't know... you could come with me."

"What?"Martha accidently said outloud in shock, thinking indignantly. It was just that easy. After months I've barely even got a prolonged invitation yet she gets one after 24 hours and not even going anywhere. I thought his little trial period was something he put all his companions through… Obviously not… What the hell did he see in her that was so special? She growled under her breath, trying to keep her calm so she didn't start trying to break everything in sight… which wouldn't be very helpful seeing as everything in sight was just a hologram.

The Doctor quickly explained what the TARDIS was and Martha saw the temptation on Rose's face, knowing she was obviously going to say yes. She watched as they shared another smile as danger was brought into the conversation, equal looks of anticipation of adventure and impatience.

She was absolutely shocked as Rose opted to stay behind, resisting the temptation she obviously felt and the Doctor disappeared into the depths of the TARDIS by himself, disappearing.

How? But wait… he said he never goes back… he doesn't ask people twice. Martha felt a wave of amazement and utter denial sweep over her as the TARDIS re-materialized back into the street, not a few seconds after it had disappeared, although who really knew how long it had been for him.

"By the way, did I mention it also travels in time?" The unfamiliar Doctor asked, having popped his head outside. He let the door swing open and stepped back with a challenging look directed at Rose before moving back to the console, like he knew she wouldn't say no this time.

Martha huffed. Great, we haven't even shared anything original. She ought as she thought back to her decision to travel with the Doctor and how he had used the exact same statement to hook her.

She watched as Rose didn't hesitate this time and ran to the TARDIS, a smile so big on her face it looked like she had never been so happy.

She blinked, trying to dispel the tears of anger and disappointment from her eyes. When she opened them again she stood in yet another street, although now she was surrounded with tons of people, bustling around on the street, going about their normal lives.

The TARDIS stood right beside her and the Doctor and Rose stood just in front, looking around; Rose looking confused and sad and happy all at the same time.

She wondered to herself how much time had passed since the last memory, but thought it couldn't be very long, since Rose still wore the same clothes.

The Doctor spoke as Rose continued to look around at the street, still looking as if she didn't know what she should be feeling.

What has happened to them? Martha stepped closer so she could better hear what he was saying.

"You think it'll last forever. People, and cars and concrete. But it won't. One day, it's all gone. Even the sky. My planet's gone."

Martha couldn't suppress her gasp. It took her asking questions and being lied to and a bad situation forced upon them before the Doctor volunteered anything about his planet or people to her and here he was, obviously not too long after he had met this girl, about to tell her with no sort of outside influence. Why does he trust her so much?

Rose said nothing, just looked back at him questioningly, obviously this was the first she had heard about this sort of thing.

"It's dead. It burned like the Earth. It's just rocks and dust. Before it's time." The Doctor continued, holding the blonde's gaze, regret and sorrow burning strongly in his piercing blue eyes.

"What happened?" Rose asked him quietly, obviously not demanding an answer, letting him chose how much to tell her.

Martha frowned, this time at herself. She realized now that it was her that was the problem. She shouldn't have pushed him so hard, should have realized that it was a bad subject, but she was too wrapped up in her own excitement. She couldn't help the feeling of self-disgust that welled in her when she thought of how it must have hurt him when she pushed so hard in the TARDIS before New Earth. She quickly went back to watching the scene, some of her animosity melting away.

"There was a war. And we lost."

"A war with who?" The Doctor didn't answer her question, just looked pleading at her and she didn't ask again… She understood and she stopped… like Martha didn't. The dark girl swallowed as she fully understood that this is what she should have done. "What about your people?" Rose asked instead.

"I'm a Time Lord. I'm the last of the Time Lords. They're all gone. I'm the only survivor. I'm left travelling on my own because there's no one else."

"There's me." Martha's breathing hitched. She had never given the Doctor such a reassurance before. The closest she had come was asking if the Face of Boe meant her with his last words, but she had never been the one to tell him that she was with him. There was a sort of finality to Rose's answer and Martha saw the look in the Doctor's eyes lighten just slightly and a smile crept onto his face in response to the one she was directing at him sweetly.

She watched as Rose, seemingly purposely, diverted the conversation from the dangers of travelling with the mysterious man, to food and lighthearted jokes returned, both of the images relaxing and laughing with each other.

She swallowed thickly as she saw the already intimate way they were with each other, hands clasped tightly together and Rose letting her head nuzzle affectionately into his shoulder, giggled still escaping.

She knew that if it had taken the Doctor all this time just to open up to her so slightly than she would never share such a bond with him as Rose did. She reached up with one hand to brush a tear away, knowing it would be the last she ever cried over him.

She would learn what ever it was the TARDIS wanted her to from what she was seeing, and still had to see, and then she would be a proper friend to the Doctor and she would remember Rose with him, instead of cursing her every time her name was whispered reverently from his lips.

A/N So tell me what you think. I'm really not sure if anyone will like this or not. I'm afraid maybe it's too repetitive and since the story will be going through a lot of memories that people will get sick of it. Please tell me if you think I should continue. If you have any suggestions they are also welcome.

Thanks,
Metal.