The Lesser of Evils
Set directly post-TCI, an AU to canon events, considering they never had this conversation.
Summary: It wasn't the first time he'd gone mad from the change. Rose learns she's not the first, and that things could've been worse when the cloister bells started tolling.

There was something absent about the flat, something that made it less cheerful in the darkness of the late night, when everyone had gone to bed and the whole world was silent. The shadows came alive and the night whispered secrets and the ghosts of the past haunted the dreams of the living.

By all rights, Rose knew she should be tucked up in bed, warm and cozy under the pink fluff of her duvet, her brain lulled to sleep by sheer exhaustion and the fullness of Christmas Dinner settled in her stomach. She had been awake for days, ever since Tokyo. There had been no time to sleep, with the Game Station and the Daleks and (and then there was this singing)…and then the Sycorax had kept her up another couple of days. But her mind just wouldn't turn off. She found herself rising, restless, pulling on her dressing gown over her pajamas and slipping out the front door of the flat.

The snow (ash) crunched under her slippers as she climbed the stairs to the roof. She wasn't sure what compelled her to go, but she wasn't too surprised when she found the Doctor there. Awake, leaning against the wall where her old doctor had once done (and then the Slitheen spaceship flew right overhead) in his new duster and gazing up at the stars visible through the still-falling powder that blanketed the Estate in white. Quietly she tucked her dressing gown tighter around her body, shivering slightly in the cool winter air as she approached him.

"Bit chilly, ain't it?" She asked. He blinked, then pulled in a deep lungful of air and glanced over at her, looking bemused. "Chilly," she repeated, coming closer. "Even for you. Wotcha?"

"Helps clear the mind," he replied, smiling wistfully. "Regeneration can scramble the thought processes a bit. That and I wanted to avoid another smack from Jackie – I was having compulsions of rewiring her television set."

"Wise of you, then." She smiled compulsorily and leaned against the stone, gazing up at the stars. "You looked like you were miles away."

"Three-point-five million light years, actually," he admitted quietly.

"Really? Where does that put you?" She glanced at him curiously, and was taken aback by the sudden stillness in his expression.

"Androzani Minor." he answered.

"Oh." She tilted her head, blinking curiously, but the look in his eyes told her it was wiser to not press. She sighed and leaned against the stone, shivering in the chilly air as she wrapped her arms around her chest.

"You were lucky," The Doctor remarked quietly, after a long silence. Rose turned to look at him curiously, and then smiled after a moment's consideration.

"I s'pose I am, traveling around with ya, seeing the universe…"

"I'm serious, Rose." He glanced at her, and her smile faded. "I wasn't in a right state of mind. Trying to crash the TARDIS was the least I could've done; I could've hurt you."

"You wouldn't have, though. I know you, the old you, you wouldn't have done."

"I did, once."

The remark made her blink. "Come again?"

"I tried to kill my traveling companion. I'd just regenerated for the fifth time. I'd been, well, to put it bluntly, poisoned, and I was a little unstable. The regeneration couldn't clear it entirely out."

Rose stared at him in alarm. "Were they –?"

"Oh yes, Peri was fine," he replied hurriedly. "It shook her up though. I tried to strangle her on the floor of the TARDIS. It took a long time for her to stop being afraid of me…to adjust…I don't suppose I helped matters much; my sixth incarnation was always a bit brusque and loud. She was just starting to feel comfortable again when –" He broke off abruptly and swallowed.
"Still…can't dwell on the past too much. If I went reminiscing about my entire former selves it'd take forever. 900-plus years, you can really accumulate mental clutter."

Rose frowned.

"How many others have you traveled with?" She asked, her tone slightly accusing. He elevated an eyebrow slightly, gazing at her in mild surprise.

"Somehow I knew you were going to say that. Actually, it was a tossup between that, and "how many times have you regenerated"."

In the pale lamplight off of the street it wasn't hard to tell that her cheeks had flushed red. He smiled sympathetically. "Rose, you're not the first, nor the last, companion I've had in my lives. I am centuries old, y'know. It's hard to go that long without making a few friends. Yes, some have been other women. Some older then you, some younger. But believe me, all of them, all of you hold a special spot in my hearts."

"Guess it was kinda silly of me to think otherwise," she mumbled, hugging herself tighter and looking embarrassed, and slightly put-out. He offered an arm, and, when she didn't resist, pulled her into a hug. She sighed and nuzzled into his chest. He was only slightly warmer then the night air, but it still felt comforting.

"Who else has traveled with you?" She asked, her voice muffled in his coat.

"Too many to name…" He smiled wistfully.

"Just a few then?"

The Doctor cast his gaze down at her and found her staring up at him. "You're sure you want to know?"

Quietly, Rose nodded. He smiled and loosened his arms from her, rising to his feet. "Alright, but let's get indoors, get something hot in you. You're likely to catch a cold standing out here in your jimjams."

As if on cue, Rose erupted in a violent sneeze, and sniffed, looking right embarrassed. He laughed and herded her towards the fire escape.

"Where to begin…well, I guess it all really started with Ian and Barbara. They were just a pair of teachers from Susan's school, but like any human they couldn't keep their curiosity to themselves…"

"Who's Susan?" she interrupted. The Doctor sighed and shook his head.

"I've got a feeling this tale will require coffee."