Disclaimer: I don't own anything... sigh ... and if I did, you can be sure that Rose would have stayed and Martha wouldn't exist!

A/N: Short lil lullabye songfic, 10Rose of course, bit of fluff. Song is You - Fisher.

The Doctor heard a knock on his door. He was getting ready for bed. He didn't need to sleep very often, but he felt he needed too, something that was occurring more and more in recent times.

"Doctor? Are you there?"

It was Rose.

"Come in."

He was sat on the edge of his bed, when Rose walked in, wearing one of his old shirts she'd commandeered. Her hair was tousled and she'd obviously just woken up. He patted the side of the bed, and she shuffled over and sat down.

"What's the matter?"

"I... I..." and she burst into tears.

"Oh sweetie, what's the matter?" he took her in his arms, placing her head to his bare chest, stroking her hair as she sobbed.

"I… I… I dreamt."

"About what?"

"Me dying and leaving you."

He pulled her up from his chest, his hands cupping her cheeks.

"That's never going to happen remember, you're staying with me forever, you said so yourself. Now come on, we need some sleep. Stay here tonight, so if you wake up again you'll see me with you and you'll know it's a dream."

"Thanks." She sniffled and wiped the tears from her cheeks, "I feel such a baby, crying over a silly nightmare."

"There's no need. Come on, lets sleep."

They moved up the bed and slipped in. Rose snuggled up to the Doctor, lying on his chest.

"Doctor… sing to me. Sing me a lullabye."

"Anything for you."

As she lay next to him, snuggling up to him, her fingers twirling themselves in his chest hair, he began to hum. Quietly, almost whispering, he began to sing.

"It's late now
Time to sleep
Close your eyes
Go to dreams

Clouds on walls
And blue skies
Mommy's sun,
her moon, her stars

And you
You make me run
And you
You make me want to live

Your smiles
Well they make my day
You don't know it yet
But you're everything

This little song – well
It's for you
These lovely years
here with you

And you
You make me run
And you
You make me want to live

And you
You make me run
And you
You make me want to live
For you"

He stopped, looking down at Rose. She was fast asleep on his chest, breathing heavily. He could see new tear trails down her face, and felt a damp patch on his chest. She'd cried.

"Oh Rose. If only I could tell you when you were awake. I can't find the courage, yes me, not finding the courage to say 3 words. I love you Rose, I hope you know that." And he kissed the top of her head.

"I love you too, Doctor."

She was awake. She sat up to look at him. He eyes were wide, and she was staring at him, waiting for a response.

He smiled. She loved him. He blinked and a single tear rolled down his cheek. She leant forward and wiped it from his cheek, holding it in her hand. She leant forward and kissed him. He kissed her back, moving his hands to her hair and lower back. Her and moved up and messed up his hair. Rose pulled away first, the need for air more important than her desire to keep kissing the man she loved. He grinned at her.

"I love you so much Rose. I just wish I'd told you before."

She smiled, and leant in to kiss him again. She began to undo the buttons on the shirt she was wearing, but the Doctor pulled away and held her hands and pulled them away from her top.

"Let me." And he grinned a huge grin.