A/N: This is my take on the Brigadier's death, or, rather, its impact on the Doctor. With Benton, because I think the world needs more Benton fic. Spoilers for the very end of "The Wedding of River Song."

It's been a while since I've watched any Third Doctor, so I apologize if Benton sounds off, or I messed up on any UNIT-related details. Also, this didn't quite make it into the story, but I'm assuming Eleven visited the Brigadier in the nursing home at least once, because the nurse who answered the phone knows who he is.

Disclaimer: I don't own Doctor Who. Nor can I claim any credit for the idea of his lab being still there but packed up. That was inspired by a "Sontaran Strategem" fic I can't remember the name of. It was a missing scene-style story with Ten and Martha in UNIT HQ.


The Doctor unlocked the TARDIS door and walked inside, ignoring Dorium's shouted question. Closing the door firmly behind him, he walked slowly up the steps to lean on the console.

"Well, where to now, old girl? I said I was going to keep a low profile...not quite sure how to manage that, though. Haven't tried it in a long time, after all..."

He trailed off, running a hand over the controls. "Where to go..." Then his eyes fell on the phone. His mouth quirked into an unhappy smile.

"Too late for that, now...still, I...I ought to do something, I suppose...Get as close as I can, yeah?"

Even as he spoke, he was, almost absentmindedly, twisting controls and setting coordinates. Finally, he threw a lever, and the central column began to rise and fall. He watched contemplatively.

It stopped again, and he gave a nod. "Right then. Better have a look outside, eh?" He made the journey from console to door a bit quicker this time, and stepped out...

Into an almost-empty white laboratory, holding sealed boxes stacked on tables and the floor, and with the words Doctor John Smith, Scientific Adviser still clearly visible on the open door.

His mouth twisted in pain, and he glanced back at the TARDIS, to see her filling a corner she had once occupied for a very long time - a corner someone seemed to have carefully kept clear since.

"Really, dear?" he whispered. Then he looked around his old lab and shrugged, beginning to smile at the still-familiar sight. "Well, okay then, I suppose."

He began poking through the room. He opened a locker, and gave a quiet laugh when he saw the rope sitting in the bottom. He laughed again when he noticed the calender displayed on the wall. Half the days were crossed off, a clear announcement of the current date, and there was a clock ticking away directly underneath it.

"That for my benefit?" He reached out and touched the calender gently, a pleased smile on his face. He wondered if some UNIT soldier was assigned to come every day and cross off another square, and chuckled.

He opened a few of the boxes, carefully lifting out old lab equipment and personal knickknacks from another life. He touched them like living things, letting the memories come back:

The Bunsen burner Yates and Jo once used to make hot cocoa on. (An incident that very nearly ended very badly.)

His favorite scales, which had originally belonged to Liz, but which she had left for him "Because I know you'll complain for days to anyone in earshot if you have to go without." (It was really more of a goodbye present, but emotional goodbyes weren't how their relationship worked.)

The set of tea-making equipment reserved solely for the lab.

Some blank notebooks of Sarah Jane's, which she had left there one day and never brought home.

The absurd teddy-bear which Jo had brought in one day "to brighten up the place;" he'd later discovered it had a set of lock-picks sewn inside it, and couldn't decide if that had anything to do with her reasons for bringing it or not.

And there were more memories that had left their marks around the room itself: All the burns and stains, each the mark of a more-or-less successful experiment (or sometimes, of course, an attack); the coat rack that, over the years, had held his silk capes, Liz's sensible coats and Jo's less-sensible jackets; a table that had replaced one lost in the incident with Omega.

And the array of photographs on the wall. Jo had taken some, he thought. Sarah had liked to snap people unawares, as a practice of good investigative journalism (she said). Some Yates had brought in and nailed up with a smirk. And some had just appeared on the walls, not-so-secret contributions, he believed, from people who would never openly admit to taking them.

There he was, leaning on Bessie and laughing with Jo; another showed Sarah wearing one of his capes, holding it out like giant bat-wings and giggling so hard she was losing her balance. And there...

There was the Brigadier.

The Doctor bit his lip, no longer able to skirt around the memories that had brought him here. The Brigadier, walking along with him and Liz, the three of them obviously engaged in some friendly conversation...The Brig looking on as he inspected yet another alien artifact...The Brig smiling at "Miss Grant" as she looked earnestly up at him...Himself, the Brig, Benton, Yates, and a few other soldiers, practically unrecognizable under dirt and soot, but all clearly showing a weary triumph...

The Doctor jerked his head away, hesitated, and strode out of the lab. There were other rooms here he needed to remember too.

He strode down the hallways on autopilot, knowing the way from a thousand trips before. Brigadier! I demand to know what your military idiots think they're doing this time... The echoes of past conversations seemed to cling to the walls.

He pushed the door open, more quietly than he had once been accustomed to, and looked around the Brigadier's office.

The blinds were down, and the light was dim. The room was barer than he remembered, but the old desk was still there, with a chair behind it and one in front. If he tried, he could almost believe the Brig would come in behind him any minute...

He shook his head at himself and moved forward. Ignoring the chair, he perched on the corner of the desk. He thought he might have done this before...was he too dignified then? Or did he do it just to be rude to the Brigadier? He did love trying to irritate him...

He sat there for a long time...Probably. Maybe. It felt long. His time sense had been different in his third body, he remembered...

"Hey, what are you doing here?"

His head jerked up at the unexpected voice. He squinted at the newcomer - an elderly man, not in uniform, holding a flashlight trained on him. The man's face was puzzled, but not hostile. It took him a moment to realize who was standing there.

"Benton?" he whispered.

The old soldier's face cleared. "Good to see you again, Doc. Would you like some coffee?" The Doctor now noticed he was carrying a thermos under his arm, which he set down on the desk. "I'll have to have a look around for some mugs..."

The Doctor stared at him. "But...how'd you recognize me? Have you seen this body before? No, wait, don't answer that, forget I asked."

He chuckled. "I don't remember seeing you like this before, Doctor. It's just, well, who else could you be?"

The Doctor shrugged, grinning.

"I'd love some coffee, thank you," he responded. "There's a few mugs in my lab that I just saw. Shall I get them?'

"I can do that, Doc. I don't suppose you've got any way of getting some light in here? I think the power's shut off." Benton had moved around the room and flicked a few switches, but the room remained stubbornly dark.

"Oh. Right. I can do that. 'Course." He jumped up, whipping out his screwdriver to point it at the lamps. They all lit up at once, dispelling the gathering gloom before he could've said "Geronimo!"

"There," he said, turning and beaming at Benton in the now brightly-lit room.

"Thanks, Doc," he said appreciatively. "What'd you do that with?"

The Doctor looked down at his hand. "This? Ah. My sonic screwdriver, actually." He gave a half-shrug, smiling crookedly. "Had a few upgrades."

Benton nodded. "I'll find those mugs, then." He was out and back in a few moments, carrying a fairly plain dark blue mug and another that the Doctor recognized as his old favorite. He nodded toward it as he sat down again.

"Still remember which mug I used, then, Benton?"

The other smiled at him. "Well, you still remember it, don't you, Doc? And I'll bet it's been a good deal longer for you than for me."

He poured from the thermos into both mugs. "Still like yours the same way?"

He hesitated. "You know, I'm not quite sure. Haven't had real coffee in a while. Since it's yours, though, I'll try it the old way." Reaching for the cup, he froze suddenly, looking up at him wide-eyed. "You did make it yourself, didn't you?"

Benton grinned. "'Course I did." He pulled a box of sugar cubes out of his pocket, adding three to the Doctor's mug before giving it to him.

He took it with a relieved sigh. "Ah, good." He took a sip, his nose wrinkling, and after a moment he looked up and smiled. "Still excellent, Benton. Ah, what's your current rank, by the way?"

He chuckled. "Got boosted up to Colonel, so I've got some weight to throw around now when they want me to advise."

"Colonel? Well, you've certainly come a long way since we first met." The Doctor lifted up his mug. "Congratulations, Colonel Benton. If they're asking you for advice, there's hope for modern UNIT yet."

"Well, thank you, Doctor."

The two sat and drank in silence for a few minutes, before the Doctor spoke. "What are you doing here, Benton?"

He looked surprised. "Same as you, I expect, Doctor. Visiting the old place...old memories."

"D'you...d'you do this often?"

"No. Not often. This is the first time since...first time in a good few months."

The Doctor heaved a sigh. "The first time since he died?" he said quietly, staring into his coffee.

Benton sighed too. "Right."

He continued after a moment. "I've been planning this for a week or so, actually. Had to wait till I had a day free, time to come out here, and all that." He glanced at him suddenly. "Why'd you turn up here this day, Doctor?"

He chuckled softly, a hand coming up to rub his neck. "This...ah...may not have been the exact time I was aiming for, Benton." He paused a moment. "Or the exact place."

"Oh." Benton was obviously trying to hide a smile behind his mug.

The Doctor just smiled too. "Sometimes, I will admit, the TARDIS knows better than I do." But that sent his thoughts in another direction.

"You're wondering why I wasn't there, aren't you?" he burst out suddenly.

"...Sorry?" Benton asked, brow furrowed in confusion.

"When he...when he died. I wasn't there. I...I didn't mean to...I just called them...the home, and they said...he'd been dead for months," the Doctor was hunched miserably in on himself, clutching his mug in both hands. "...I never said goodbye," he whispered.

A heavy sigh came from the man next to him. Then the Doctor felt a hand on his shoulder. He looked up, blinking, to see Benton's sympathetic face.

"Look, Doctor," he began firmly. "I get where you're coming from, but this isn't something you need to beat yourself up over. I mean, it's not as though you were avoiding him on purpose, is it?"

"...No," the Doctor agreed. "...Though I have done that before."

"Well, I know that, Doc. I'm one of the ones who had to go looking for you when your paperwork wasn't filled out!"

The Doctor was surprised into a laugh. "I didn't mean like that. It's just..." He gave a half-hearted gesture with one hand. "It...seems to be a habit of mine. Avoiding unpleasant things. Running away from them. Things like endings. And...change. And responsibilities, sometimes."

"Maybe," Benton said after a pause."But you always came back when we asked you to, Doc. Every time."

"Yeah...well. Couldn't leave you in the lurch, could I?"

"Exactly. If we called you, you never let anything get in the way, even if it meant running smack into everything you hated. Even if we don't call, you always show up if you find out we're in trouble, right?"

"I suppose, yeah." Now the Doctor looked at him curiously. "Couldn't...couldn't you have used the space-time telegraph to call me...a few months ago?"

"I suppose we could've. But...I don't know. You left that for emergencies."

"That wasn't an emergency?"

Benton rubbed his head. "Heck, I don't know how to explain it, Doc. Maybe it would've felt too much like abuse of power - I know you left the Brigadier that in case he was in trouble, but you also gave it to him because of his position protecting the Earth. Maybe no one suggested it because we thought it would cut short your time with him if he called you - timeline stuff, right?" He looked at the Doctor seriously."Maybe the Brig just didn't see any point in forcing you to say goodbye."

The Doctor snorted bitterly. "Or maybe he expected me to show up to his deathbed without having to be called."

Benton looked honestly confused. "Why would he expect that, for goodness' sake? You're a traveler, Doc. Travelers always miss things - goodness knows Sarah Jane didn't always show up to the big events when she was younger, and Jo couldn't be there at the end herself. And it's not like the TARDIS makes it easier for you - if you're late, you don't get to try again, do you? I mean, otherwise we wouldn't be having this conversation."

"You're absolutely right, actually. I mean, mostly I can't try again. Couldn't this time. Actually, ah, as a matter of fact, that's sort of how I ended up here today."

"I wondered about that." There was silence for a moment. "Why'd you think he expected you to come without being told?" the soldier repeated.

"The nurse...The nurse said he always made them pour an extra brandy for me...And he talked about me a lot."

Benton groaned. "This wouldn't have been Nurse Angela, by any chance?"

"I...think so? I know it was one I'd met before, but I don't quite remember her name. Angela sounds right, though. She could've been an Angela."

"Probably was. She never understood why you didn't visit more." The Doctor's head drooped further. "Hey, I said she didn't, not the Brig. What, you think because you didn't show up for visiting hours twice a week he thought you didn't care?"

"I'm...going to guess from your tone that you find that idea completely ludicrous?" the Doctor said hesitantly.

"Blasted right, Doctor. He knew you better than that."

"It did sound as though he was expecting me, though."

"I wouldn't say expecting, exactly, Doc. I mean, of course he talked about you - we all talked about the old days a lot, you know. And we probably talked more about you because you weren't there - though that doesn't mean we thought you ought to be.

"The brandy - the brandy wasn't exactly because he expected you to drop in. It was more in case you did drop in, just because he knew you might any time. So there'd be something to welcome you with, y'know? At home he used to keep a bottle on hand for that, but there he had to make do with asking for an extra glass." The old man smiled conspiratorially. "'Course, it might also have had something to do with getting himself more brandy than they would've approved of."

The Doctor grinned, picturing the Brig arguing with the nurses over his allotment of alcoholic beverages. "So, he really wasn't too disappointed, that I didn't come by again?"

"No, I don't think he was. I mean, of course, he was always happy to have more time with you - not that he'd have ever said it right out like that - but...he knew there was only so much time he had left. He'd known it for a while. I think...in the end, he was satisfied with what he'd had." He took another swallow of coffee. "So that's cleared out of the way. How about you, Doctor?"

The Doctor blinked. "Sorry?"

"Are you satisfied? Did you...I guess I'm asking, d'you feel like you had unfinished business?" Then Benton shook his head. "Sorry. You don't have to answer that, if it was out of line."

"No. No, it wasn't out of line at all, Colonel. Thank you for asking the question." He smiled, then looked down, turning the mug about in his hands. It was almost empty. "I...I'm not sure. I...had seen quite a bit of him lately. Talked out some old issues more than we ever had before, just...talked, in general. So that was good. Last time I saw him...it was a good visit. It ended well. And part of me's not at all sure I could have handled a...a real goodbye." He glanced up again. "But there were still...still some things I never really said."

Benton nodded. "Probably things he never said, too, though. I mean, considering it's the Brig..."

The Doctor nodded in amused agreement. "I suppose there were, yeah."

"Does that bother you?"

"...No. No, not really."

"Well then." Benton reached over to refill the Doctor's mug, but there was only enough left in his thermos to fill it halfway. He clicked his tongue in self-recrimination. "Just because something's never been said doesn't mean it needs to be said."

The Doctor's face slowly blossomed into a smile. Then he lifted his mug in a toast, eyes shining fondly at his old friend. "And once again, Colonel Benton, you've managed to be entirely and completely correct. How do you know these things, anyway?"

He shrugged, smiling. "Maybe it's part of being human?"

"Do you think so? Because I've met some very stupid humans." The Doctor drank down the rest of his coffee. "What else were you planning to do here, Benton? Well, I suppose you weren't planning on giving me coffee and listening to my troubles in the first place."

"Not exactly, no." He smiled quietly. "But aside from sitting in here a little, I didn't really have any plans, so I think I'm finished. Actually..."


"I was planning on visiting the Brig's grave, after here. Maybe meet up with some of the old crew later. Would you like to come with me, Doctor?"

The Time Lord smiled, though his eyes were wet. "Yes. Yes, I would, Benton. Thank you."

"Nothing to thank me for, Doc." He stood up. "I'll just find somewhere to wash these mugs, then, and put them away. You mind cutting off the lights again?"

"Right." He whirled around to point his screwdriver at a lamp, but then suddenly whirled back again to glare at the coffee mugs. A mystery he hadn't realized was bothering him suddenly defined itself.

"Why did you bring sugar, when you didn't use any yourself?"

Benton got the innocent expression on his face that had always preceded a wisecrack. "Well, just in case, Doc. After all, you've always liked sugar in your coffee." He left the room.

After a moment, the Doctor pulled himself together enough to smile and shake his head incredulously.

"Just like the brandy," he whispered. Turning, he shut the lights off again, being careful to flick all the switches as well. He walked away, but paused at the door to look back.

For a moment, he almost saw the Brigadier at the desk - a younger Brigadier, black-haired and mustached as he used to be, head raised from his papers to regard him with a wry half-smile and with that ever-present glint of humor in his eye.

Then he was gone again. But the Doctor still smiled.

"Until we meet again," he whispered to the empty room. Then he left, closing the door behind him.