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"So that's it, then?"

Her voice brought the Doctor out of his thoughts. "What do you mean?"

"You're just going to leave. Just like that." she snapped her fingers.

"Well that's the general idea, yes."

"Without staying to help sort this out for them."

"They don't need my help," the Doctor said.

"Rubbish," Martha snapped. "That's the biggest load of crap I've heard yet. You just don't want to stick around."

"It's not like that-" the Doctor began, but she cut him off.

"Forget it. I'm leaving."

He goggled at her. "What?"

"You heard me. I'm out of here." she took a step and the Doctor put a hand on her arm.

"Why?"

"Why? I'll tell you why. Because the Doctor, the high and mighty last of the Time Lords, is a bloody coward."

His eyes bulged. "What!"

"What? Are you deaf?" Martha asked. "You heard me. You rush in where angels fear to tread to patch it all up and then you shove off. And do you know why? It's because you can't bear to stay any longer. You probably convince yourself you're needed elsewhere, and I'm not saying you aren't. But it's like you don't care. You don't care that there are wounded, and children crying, and lots of work to be done to set things back in order after what you do!"

The Doctor's face turned ashen. "I do care," he protested in a whisper.

"Yeah? Well, you've got an odd way of showing it," she said. "I don't think you can care about anyone. Not even yourself."

She pulled away and walked towards the door. She was five steps from leaving his life when she heard his voice, soft and strained.

"Please don't go."

She stopped. There was raw need in that voice. And pain. Something she hadn't suspected him capable of. She slowly turned around and looked him in the eye. "What?"

He shivered for a second then appeared to collect himself. "I said, please don't go."

She took a hesitant step closer to him. "Why? Why don't you want me to go?"

"Because I need you," he said simply.

"You need me," Martha echoed. "Why? What could someone like you possibly need me for?"

The Doctor swallowed hard, and took a few slow steps of his own towards her.

"You're right about me, Martha Jones," he said, and she realized it was the first time she'd heard him use her name that way. "I am afraid. Ever since I lost my people. No… that's not quite true. Even before then. Caring about someone and them dying, or leaving…" his voice trailed off. She moved closer.

"It's happened so many times over the years," he whispered. "Each time I carry on but it hurts. And the older I've gotten the worse it's been. And after Rose…"

She didn't say anything, realizing he was probably sharing something with her he'd been letting build up in him until he couldn't stand it anymore. Psychology wasn't her field, but she knew enough about it to recognize a dam about to burst.

"I knew Donna wouldn't stay," he continued. "But I didn't expect her to tell me I scared her. She did, you know. Said I scared her to death. Can you imagine what that felt like? I don't think anyone has ever said that to me. I've always been the protector, the defender. Not the thing that goes bump in the night."

Martha wasn't sure how to respond to that. The truth was the Doctor was scary. He could do things she didn't know were possible. And he could go from compassionate to cold in the blink of an eye. There didn't seem to be middle ground with him. He was "on" or "off." But weren't humans capable of that, too? She studied him, disheveled and his eyes darkened by fatigue and memories, and knew her answer. She moved until she was only a foot away and met his gaze.

"You can be scary," she said gently. "But I'm not afraid of you."

He closed his eyes for a moment. When he opened them again he looked into hers. "That's why I need you. You're honest. You don't take any crap. And you're not afraid of me."

"Like Rose?" the words came out before she could stop them, and she cursed herself for her tactlessness.

But he didn't flinch. "Yes, like Rose. But I know you're not Rose. You're Martha Jones. You're not a replacement, or a substitute. You're your own person. And I want that person to come with me."

Martha raised her eyebrows. "You know there might be times when I'll let you have it again," she said.

He shrugged. "I can take it."

"I'm very headstrong and opinionated."

He smiled. "Are you trying to talk me out of it?"

"I just want you to be sure is all," she said, and scowled when he laughed.

"I'm sure."

She nodded, reached up and flicked a lock of hair out of his eyes, then walked past him to the door. He stared, uncertain, and she held out a hand to him.

"Come on, then. There are people out here who could use a Doctor."

"Or two," he replied.

She shook her head. "I'm not, not yet."

"You are to me," he said softly.

She smiled. "All right, then, Doctor. And after we're done…show me what this baby can do."