Rose was fast asleep when the TARDIS landed, the Doctor wasn't sure where was or even when he was when he decided to step out for some air.

Looking around he realized he was at a playground in the middle of the night, "Brilliant!" The Doctor smiled.

Pulling on his brown coat he closed the door behind him and wandered around a bit.

He needed some time to himself to think and the playground was the perfect place.

The Doctor sighed as he sat on a swing and slowly swung back and forth, the cool air felt good on his face.

"Must be fall." He thought to himself examining a red colored leaf.

The sky was scattered with stars, he had to admit it was a beautiful night.

Then a male voice interrupted his thoughts.

"This swing taken?" He asked.

Looking up the Doctor noticed a medium height, pale young man with light brown hair wearing scrubs standing next to him.

The Doctor shrugged. "No, go ahead."

He smiled. "Thanks, my feet are killing me, my shift just ended."

"Are you a nurse?" He asked.

"Yeah, I work at the hospital across from here." He answered.

"My name's Rory by the way." He added.

The Doctor smiled. "Nice to meet you."

Rory noticed the man looked distracted.

"Are you alright?" He asked concerned.

The Doctor nodded. "Yeah, I'm fine."

"No, you're not." Rory frowned.

"Well neither are you." He smirked.

"How do you know?" He said folding his arms.

"You're sweating and it's cool out here." The Doctor replied.

Rory smirked. "That easy to tell, huh? Well, you tell me your troubles and I'll tell you mine."

"Fair enough." He replied. "But you first." The Doctor added.

"Okay, tonight I want to ask my girlfriend Amy to marry me." He said showing him the ring.

Glancing at it the Doctor smiled. "Congratulations, that's brilliant!"

Then Rory sighed. "But I'm afraid she'll say no."

"How long have you known her?"

"Since we were kids." Rory replied staring at the velvet ring box.

"So what's got you here at 11:30 P.M, looking so bothered?" He asked the Doctor.

"Well theirs this girl and I'm not sure if I should tell her I love her." He said.

Rory nodded. "Oh, what's her name?"

"Rose." The Doctor said with a smile.

"Why are you afraid to tell her?" Rory asked.

He shrugged."Because I'm afraid her feelings for me may have changed since we first met." He admitted.

"How long have you and Rose been together?"

The Doctor leaned his head back. "About two years."

"Well, that shouldn't stop you especially since you've known her two years. I bet she feels the same way." Rory replied.

"Well, considering you've known Amy since you were kids I think it's about time you proposed."

"You really think so?" He said.

The Doctor nodded. "Because if you don't you might lose her."

Rory glanced at him. "Just like if you don't tell Rose you love her you might lose her?"

The Doctor paused, he never thought of it like that. "I don't want to lose Rose, she's everything to me."

"Then tell her." He said nudging his shoulder.

He smiled. "Okay I'll tell Rose if you propose to Amy."

Rory nodded. "Deal."

Just then the Doctor spotted a red-headed girl coming towards Rory.

"Is that her?" He asked.

Turning around Rory smiled. "Yeah that's her.

He then notice a blond girl behind him. "I think your girl is coming is as well."

The Doctor saw Rose standing there with her pajamas sticking out from under her coat. "Well good luck!" He replied standing up.

Rory smiled. "Thanks!" he said before jogging over to Amy.

"Hey, Amy." Rory said slightly nervous.

"Hi, who were you talking to?" Amy asked peering over his shoulder.

He looked back at the mystery man in the pinstripe suit. "I don't know, I didn't think to ask him his name. But theirs something I want to ask you."

The Doctor greeted Rose in a tight hug. "Hello." He smiled.

"Hi, where did you go?" She pouted.

The Doctor glanced behind him and saw Rory was on one knee and a second later being tackled in a passionate embrace by a very happy Amy.

The Doctor smiled and turned back to Rose who greeted his lips in a gentle kiss.

"What was that for?" He asked surprised but pleased.

Rose shrugged. "Because I love you." She replied resting her head on his chest.

They slowly walked back to the TARDIS, the Doctor held her close and said. "I love you, too."