He was on her doorstep, looking nothing like the man Sarah Jane had left with Rose and Mickey months before. He'd been full of life then, holding her tight and lifting her up with joy.

Now he was holding onto her like she was the only thing keeping him on his feet and she had to drag him into her house. She dropped him onto her sofa, turning to see Luke standing in the door to the living room, his quizzical look a little more frightened than she would've liked. The Doctor didn't notice him, his head in his hands.

"Go over to Maria's, stay there until I come to get you," she told him.

"I-" he started to say.

"Please, Luke, just do as I say."

He nodded and disappeared, she turned back to The Doctor on the sofa, so very fragile.

She knelt down in front of him, and took his hands in hers. He lifted his head up to look at her, and there was the same sadness in his eyes that she had seen before, but something else too.

Tears.

"Doctor what happened?"

He didn't answer her, and she knew, knew so much had happened since she'd left him, with the Daleks and the Cybermen at Torchwood Tower being just one moment among a dozen other things no doubt, but that was normal for him and this wasn't. Or she didn't think it was. New Doctor and all.

"Doctor?" she said, "Where's Rose? And Mickey?"

"They're gone. She's gone," he uttered, words tight, barely audible. "Gone."

His eyes seemed to focus then, like he was really seeing her for the first time since he'd walked in, and he let go of her hands and stood up.

"I'm sorry, I shouldn't have come here," he said, moving away. Sarah Jane rose too, reaching out to grab an arm and stop him.

"Wait," she cried. "Tell me what happened?!"

"You met her, you knew how, how fantastic she was."

"Yes I did."

She urged him to sit back down and joined him on the sofa, sitting close, still holding onto one arm with both hands.

"I loved her. Love her."

"What happened?" she asked.

"Torchwood Tower," he said, "the, the, she's in a parallel world, with Mickey, her whole family."

"She's safe."

"She's gone."

She put an arm around his shoulder and held him to her. There were still tears in his eyes but he shed none. He sat back in her embrace, eyes closed.

"What are you doing here?" she asked.

"I needed you," he said. "I'm sorry."

"Don't be sorry," she told him. "Not any more."

He nodded.

"You're my last connection to her Sarah Jane, my only connection."

"What can I do?"

He turned to look at her, heart broken and beautiful, and she knew it wasn't what he meant but she leaned forward anyway and kissed him on the lips. It was the whim of a younger woman in some ways, she knew that, but The Doctor made her feel impossibly young with his mere existence. Made her feel like a child, though she was sure she didn't always mean too.

He kissed back, for a minute, holding her hands tight but it wasn't what either of them needed. As handsome as he was, she'd finally found some closure, some sense of purpose of her own that didn't surround him. It wasn't what she even wanted any more.

When they pulled away to breathe she could feel her cheeks blushing hot, and went to move away, went to stand and stutter, but he kissed her again, hard and desperate.

She knew he didn't want this though, want her, and she pushed him back.

"Doctor," she gasped. "This isn't what you need."

He didn't seem to hear her at first, that glossy look back in his eyes as he reached for her again, but she held him back and his eyes cleared up and he nodded.

"Sorry," he muttered.

"Don't. Be."

He nodded again.

"What do I so?" he asked, and it wasn't often he asked for guidance, for direction from anyone, from a human, a companion. It scared her a little. She didn't dwell on it though.

"You need to get back out there, out into the universe," she said. "You won't be alone for long, you'll find someone."

"Won't be the same. Won't be Rose."

"You'll move on. You have to."

"You could come with me."

She smiled.

She could, and part of her wanted to, had wanted to when he'd asked all those months ago. She had done her tour of duty with the Doctor but there was something about him, his life, his eyes, that would always pull her in.

She was older now, wiser too, with responsibilities she'd been missing for many years.

"I can't," she said. "I can't."

"You got a life?" he asked, brightening up. She nodded, smiling. "Good for you. I should go."

"Stay," she said. "Stay and eat."

He seemed to consider it for a moment, running his hand through his hair, making it messy and stand on end. It was cute, and for a second she regretted the decision she'd had to make.

The decision to stop kissing him, the decision to turn him away.

He stood and so did she, following his lead as always. It was instinctual.

"Sarah-Jane," he said. "I missed you."

"I know."

She kissed him then, kissed the Doctor, even though he wasn't her Doctor. She still wanted him, in some way, and felt another blush rising up to the roots of her hair. He pulled away and cupped her cheek with one cool hand.

"You will be okay," she told him, leaning into the embrace.

"I'm not so sure," he said smiling.

They hugged, arms wrapped around each other until he pulled away one last time.

"Thank you."

"Any time."

He looked towards the door and she stepped aside to let him walk out., she followed him, knowing it would be the last time for a while, out into her drive where the TARDIS sat next to her car. He didn't feel much better, she could see that clearly, but could do no more to help.

The TARDIS disappeared as she leant against her car, and barely a moment passed after it was out of sight when Maria and Luke came running up the drive.

"What was that noise?" she asked. She smiled.

"A friend of mine."