Martha fought her tears back as she watched John Smith struggle to open the fob watch. He looked at her with sadness and fear. "I can't do this."

She sighed. "You have to, people are dying." Martha could hear the distant explosions, they didn't have much time left.

"He won't love you." John replied holding her hand.

She nodded. "I know but I'll always cherish what we had." "Was it real? You really did love me?" He asked.

Martha caressed his cheek. "The love I felt for you was so real." John gave a small smile and kissed her palm. His tears slowly trickled down his face.

John lowered his eyes. "So I was just a story, then?" He said. She nodded sadly.

John sighed. "It's not fair. I want to be with you, Martha. I want to share my life with you." He choked.

Martha nuzzled his ear."I know." She whispered.

He glanced at her. "What will you do?"

"Keep traveling, finish medical school, hopefully." Martha smiled sadly.

"Would you do something for me after I change back?" John asked. "Anything." She answered.

He looked tearfully into her beautiful brown eyes.

"Martha I love you so much, please have a great life and find someone who does truly love you. Do that for me?" John wept.

Her lip quivered; the realization that she was never going to see this man again was almost too much for her heart to bear.

Martha replied. "I promise." Her tears began to fall; he pulled her close and kissed her with intense passion.

After the kiss she wiped her eyes but her tears still fell.

"I love you." John said. "I love you, too." She replied kissing his face and neck. He smiled at his futuristic beauty.

They were startled by more loud explosions that be could heard outside and they were getting closer.

"They're coming!" She said frighten.

Their was no turning back now, with shaking hands he slowly opened the watch.

The last thing Martha remembered was a flash of orange light and the agonizing screams from John.

Then everything went black.

Back in the TARDIS…

Martha sat in the chair waiting for the Doctor to arrive. She hoped he was back to normal.

She heard the door open and the Doctor walked in. "Are you back?" She asked sitting up.

He nodded. "Yeah I'm back, two hearts and everything." The Doctor grinned.

Martha smiled. "I'm glad."

"Well time we were off." He said.

Martha watched the Doctor go to the console and start the TARDIS.

The Doctor noticed a distant look in her eyes. "Are you okay?"

She nodded. "Yeah, I'm fine."

He didn't believe her. "I'm sorry about John."

Martha shrugged. "It doesn't matter. It was going to end anyway."

The Doctor placed his hand on her shoulder. "Martha it's okay to be upset."

She pulled away from him and scoffed. "I'm not upset! Why would I be upset? He was a story, he wasn't real, He-he..." Her voice began to break.

Martha covered her head with her hands and turned away. She then spotted the fob watch on the console.

Martha picked it up and held it close to her heart.

The Doctor just watched her helplessly, unsure of what to do.

Her eyes began tearing and she started shaking. "Oh, Doctor!" Martha crumbled to the floor.

The Doctor rushed to her side and held his grieving friend, "I'm sorry, I'm so sorry."

He gently stroked her hair as Martha sobbed for the man who truly loved her and the man who never would.