Dreaming of Nightmares.

A/N: This is a Doctor Who one shot. Not a fluffy, happy one, but not a fully dark Doctor. Hmm, I would describe it as serious with a shot of humor added to the mix. A tad longish, but I think it would be an enjoyable read.

I've kept the companions intentionally vague, so you can picture it as some of your favorites, or possibly even OC companions. Same with which Doctor is in it. They mention regenerations, so you can picture a few if you wanted to. I think I refer mainly to 9, 10, and possibly 11+ here.

ZOMG: huge thanks to the fantabulous GluttonousAnorexiaNervousa for taking some time to beta this thoroughly! She is Awesome (yep, so awesome, it needs a capital letter.)

By the way: do any of you think that the DW writers ever check out fanficiton for some ideas? I totally bet that's happened before. O.o

Disclaimer: Owning Doctor Who would be pretty awesome, but alas, I have no rights to it at all. Just borrowing the characters and settings for a teeny-weeny while.

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"So, Doctor; I want to ask you something," drawled the young girl slowly as she walked around the glowing console of the TARDIS, marveling at all the knobs and buttons she was forbidden to press. Even though she had been on the TARDIS for a while, traveling through time and space with the ever elusive Doctor, her fingers still itched to touch and fiddle around with the glowing objects and levers like the Doctor did. Yet she held back, knowing that she didn't know a thing about what she could do to upset the ship.

"What?" queried the Doctor, his eyes trained on a readout on a glowing green screen, scrawled writings unintelligible to the girl's eyes, even though she knew the TARDIS could help her and translate that all if she so wished. But the ship did not want to do that. Maybe that would annoy some, but the girl figured she wouldn't really understand some of that stuff anyway.

He wasn't paying much attention to the girl, she could tell, with his brows knitted deeply in concern for whatever he was reading. The Doctor mumbled to himself, words that didn't make sense, words that weren't entirely human. For a while, she listened to an elaborate array of agitated clicking snarls escape from his lips, and she was 99% sure that they were a form of swearing; you could just tell when people swore from their tone of voice.

Without tearing his eyes from the screen, which was now churning out an array of wildly moving scrawls, the Doctor pulled up a mallet from underneath the console and began randomly smashing the buttons and levers like he was playing "Whack-A-Mole" at an amusement park.

Before he could spout out whatever mumbo-jumbo he usually said before something dreadful happened—a pointless act as she couldn't even catch half his meaning—the girl stopped in her tracks and asked one of the many questions she had running around her head.

"Do you dream, Doctor?"

What the girl originally wanted to ask was, 'Do you sleep?' but she figured that this way, she could kill two birds with one stone, and see what the Doctor dreamed about, that is, if he did in the first place.

No matter how much they went through together, whether it be Daleks or robots or an array of deadly monsters and aliens, she never really got to know the Doctor that much. She knew random things: like how he loved Elvis, and how he thought Cleopatra's beauty was an incredibly overrated myth. But those weren't really things that marked a person, she thought.

The girl wondered about his family, his dreams and ambitions as a child, but he never really answered any of her probing questions, usually dodging them swiftly by diverting her attention by taking her somewhere far off, to do things no one else could even dream of.

History showed that he rarely responded to questions with a straight answer, so it was strange for the girl to ask anything at all, but she figured that this question was not too rude, nor did it ask for anything extremely personal.

At the sound of her questioning tone, he turned his face to her, dark eyes searching hers for a reason unknown to her. For just a moment, the girl froze and wondered whether he was going to scold her for asking such a silly question.

A disarmingly bright smile lit up his face as he shook his head rapidly, an aura of a schoolboy suddenly surrounding him. The girl released a breath that she was unaware of holding.

"I don't sleep enough to dream," he told her simply as he pulled down sharply on a long gray lever, and before she could reply in any manner, the TARDIS lurched heavily to the left, and a cry of surprise escaped her throat.

"Oh flapdoodle," sighed the Doctor as he ran around grabbing levers and twisting buttons with the clumsy grace of someone who knew what needed to be done, but didn't have enough time, or enough hands, to get the job done right.

"This was what the screen was telling me," spoke the Doctor casually, as he ran around like a madman trying to get everything back into order. "The sadonian deoxibrator fluctuated wildly between the tri-calibration index of the fragmental circuit, a clear indicator that the broardrontatinum—" At this point, the girl stopped really listening to the torrent of information pouring from the Doctor's lips, and occupied herself by grabbing desperately at something to stop from being flung around everywhere as the TARDIS went insane.

"What in the world is going on?" cried out the girl worriedly, her voice growing higher and higher as the TARDIS thrashed from side-to-side.

"Nothing special," crowed the Doctor excitedly. "We're just under attack! Forgot to turn on the shields, and a pirate ship thought they'd try to take us on board. The TARDIS didn't like that, now did you girl?" He patted swirling cylinder in the middle of the console—the Time Rotor—affectionately before continuing his frantic dance of getting everything under control.

The girl forgot all about the question, and was concentrating on the sirens going off inside the TARDIS. Just like the Doctor hoped for.

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Another body, after another regeneration, another companion, and another planet; but the Doctor was again asked the same question.

"Hey, Doc? Do you ever have dreams?"

"Huh?" the Doctor asked in a muffled voice. "You're asking me this now?!" His mouth was smothered because it was occupied with his sonic screwdriver, while his hands deftly scrambled to untie his companion. A difficult job, considering that his companion was suspended upside down, bound tightly with chains and rope.

It would have been easier to cut the ropes and chains with his screwdriver, but that would mean turning off the low whistle it had been emitting that kept the guards outside asleep. The Doctor weighed the pain of a gunshot to the gut to a few blistered fingers from untying ropes. He immediately chose the latter.

"This is what you get for flirting with the concubines of the Emperor Alikaay," scolded the Doctor as he tugged impatiently at a knot holding the man to the ceiling. His lecture came off less severe with the glowing blue stick in his mouth dampening the venom in his voice, "You should know better than that! I've told you so many times that the Golongioa people do not appreciate having their tentacles touched!"

"Aww, it was just a harmless joke!" protested the man, laughing silently, causing his raised body to wobble dangerously, nearly hitting the Doctor on the head.

"Oi! Careful there!" chastised the Doctor as he squinted at a rather odd lock on one of the scaly chains. "Joke or not, that doesn't excuse you messing with the Emperor!"

"Alilkaay is just a little upset that he proposed to me to be his fifth marriage pairing, and I said no," whined the man, who was wriggling more and more, effectively making the Doctor's job that much harder.

"Quit it, you impatient prat!" The Doctor scowled; a little dribble was flowing from his clenched mouth since he had no time to remove the screwdriver.

"But come on, Doctor! Loosen up a bit," laughed the man jovially, even though in all counts, he should have been a little worried about being suspended from the roof. "I've been in stickier situations; remember that time we were stuck on the outer planet in the Yetridonrary constellation? Their prisons are made of glue!"

"Slime and regurgitated bile, actually," corrected the Doctor mildly around the sonic screwdriver, ignoring the disgusted look on his companion's face as his attention was focused on the final intricate knot holding his friend to the oily ceiling.

"Anyway, why can't I ask you something? It'll pass the time." Raising an eyebrow, the Doctor gave his companion a disbelieving look, before quickly pulling out the knot, which led to the captive falling heavily to the floor, bruising his shoulder on impact.

"Oww," complained the man half-heartedly as he looked around his prison cell, his vision blurred as he suffered the disorientating feeling of blood gushing back to his head.

Hands finally free, the Doctor removed the sonic screwdriver from his mouth, and let out one short bark of laughter at the reddening face of his idiotic friend. Pulling him by the arm, the Doctor kept the noise from his sonic going with his other hand. While the guards were sleeping like babies, they left the jail, and headed upwards.

They were underground; the entire city was subterranean, in fact, and that was due to the fact that the Golongioan people were so dreadfully fearful of the suns—actually it was more that they were incredibly superstitious of the twin suns burning brightly in the lime green skies. It wouldn't be too bad being under the crust of the planet, but the tunnels were cramped and definitely not made for humans—or Time Lords, for that matter—to trespass through it.

Not only that, but the tunnels and caved out regions all totaled a labyrinth of complex twists and turns, a maze that confounded even the genius Doctor himself. It was only the sonic screwdriver that kept them from getting completely off track; it's light burned a brighter hue of blue when they went in the correct direction, even though they hit a few dead ends because the screwdriver didn't tell them the right path towards the TARDIS, just the right direction.

"It's lucky I didn't park above ground in the blue grass, 'cause the sonic would just keep telling me up," commented the Doctor as they turned a sharp left 'round a corner. Fortunately it was after curfew, so most of the natives had gone to sleep. Or whatever resembled sleep to those that didn't have eyes in the first place.

That gruesome thought reminded the man, "Hey, so do you sleep or not?"

"Of course I sleep!" said the Doctor with an air of stating the obvious. Clicking his tongue between his teeth, the Doctor pointed his screwdriver left and right before deciding heading straight was the best way to go.

"You've seen me sleep, haven't you?" asked the Doctor as the sonic began blinking wildly, a sign that the companion took as a signal that the TARDIS was close.

"Err, no, actually. I've never seen you sleep, Doc," answered the man. "Though how you have so much energy with so little sleep beats me."

A strange twitch of the neck indicated that the Doctor suddenly heard something the man could not, and his pace increased in speed as he stopped walking, and started jogging lightly.

"Anyway, I'm still curious; what do you dream about? Wait, do Time Lords even dream?" panted the man as he ran alongside the Doctor, exerting more energy than he normally would in an effort to stick beside the eccentric alien.

Shrugging, the Doctor kept his eyes straight ahead as he answered indifferently, "Time Lords don't really dream." The man huffed in affirmation, appeased by the answer.

The purple lights that lined the rough walls of chiseled limestone suddenly turned a fierce shade of magenta. A low siren hummed through the walls, causing both the Doctor and his companion to pause for a moment in their search for the TARDIS.

"Damn," said the man as he paused for breath—the Doctor liked jogging briskly with long strides—looking up at the lights, "It seems they realized I escaped."

Growling under his breath, the Doctor snapped, "This is the last time I'm taking you to a planet with sentient creatures! Everywhere we go, you manage to grope the wrong person or alien and get us into these messes!"

Laughing breathlessly, the man mock-punched the Doctor and gasped, "But you love it, old man. Thrill of the chase keeps you young, don't it?"

The Doctor finally grinned, but before they could do anything more, a squad of armed Golongioan marshals surrounded them, their skin dripping in a repulsive gray mash, their teeth a dark pink hue.

All discussion was forgotten as the Doctor and his companion hurriedly tried to think of a way out of this mess.

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"Okay, we're lost, aren't we?" sighed the girl as she tugged her jacket more snugly around her to desperately keep out the icy rain that was beginning to pelt down. The sky was always gray on this planet, the Doctor told her, so it always felt like it was going to rain. However, looking up, she saw that the sky was changing to a strange darker aqua-green colour—or was that the colour of the clouds?. She also noticed the Doctor never answered her question.

The Doctor was busy rummaging in one of his many endless pockets, pulling out a variety of objects before finally getting out a battered pink flowery umbrella, deftly opening it above their heads to protect them from the elements.

It was still amazing to see how much junk he could carry around with him. The girl supposed it was just one of the many perks of Time Lord technology; everything could be made bigger on the inside than what the outside dimensions could normally hold. Actually, the girl made a mental note to ask the Doctor to fiddle around with her handbag...

"That's better, now isn't it?" he smiled to the girl, a clumsy grin that was slightly crooked because he was yet to get used to his new teeth. A bad side effect of regeneration; no matter how long he had this set of teeth, he couldn't seem to really get comfortable in them, always feeling awkward in his mouth.

The girl nodded, causing some droplets of water to fall from her head and down to the ground. She watched in awe and fascination as the droplets fell slowly—the planet's gravity being lower than Earth's—and looked as they passed the cloudy ground to seemingly keep falling and falling forever, that is, until it was swallowed up by the dark fog swirling beneath the almost transparent ground. The Doctor, noticing the object of her fascination, paused in his stride to explain the phenomenon.

"Artinalohoi—or the 'Planet of the Lamenting Sinners' when translated properly—is a strange gas planet. Due to some random abnormality in the gravitation levels and ratios, the dirt or earth of this planet is a tightly crushed ball in the very middle of the planet, like the core of Earth," rattled off the Doctor without even pausing for breath. "What we're walking on is like... frozen evaporation, high up from the core, making the planet look bigger than it actually is, and kept in place by the strange gravitational pull. The sun is too far away to melt it, but the moon's light is enough to keep the moss that the natives use for medicine alive."

"Why does the rain pass through the ground so easily, when we stand firmly over it?" asked the girl, her natural inquisitiveness and logic shining through.

"Well," smiled the Doctor as he continued explaining, "the rain isn't really made entirely of water. Roughly 47% of the composition is made from Jaerolytine. It's a rare chemical found only here, pretty much harmless to us, but it is a minor acid to this planet, melting the ground. But the regeneration rate of the ground is astonishing, the planet freezing and fixing itself up before you could even notice the hole."

"Hmm," the girl mumbled, understanding now how the illusion worked. But something was bugging her. "What's the point of having rain that melts the ground? Isn't a ecosystem meant to help each part of the world out?"

"Ahh," said the Doctor knowingly, starting to walk off in some vague direction once more, "the chemical feeds the fungi that grows here. Without that, all the plants that the Alohoi eat would die. The only time to fear is when a really heavy rainfall occurs. This current one is no more than a light shower, so we have nothing to fear."

"Yeah, what's to fear from having the ground crumble from beneath our feet with a little rain?" replied the girl sarcastically.

Shaking his head, the Doctor lifted a soaked arm to point west, highlighting a faint silhouette of what could only be a town. "The Alohoi only build their towns over the densest, strongest patches of land, so it can't be too bad here. We'll be heading there to spend the night before we can find out more on what's been changing the royal Alohoi into murderous beetles with every full moon."

"Oh joy," added the girl sardonically, but she couldn't deny to herself the leap that her heart made at the idea of the thrill, the excitement, the danger she was about to face.

They eventually made it to the town, their clothes dripping wet even with the aid of the umbrella. When they stepped into a local motel, the rain outside started to get heavier, and the woman couldn't help but feel extra apprehensive of their surroundings.

Yet she just knew that with the Doctor by her side, everything would be all right.

The Doctor refused the offer of new clothes, claiming his clothes would dry out soon enough, and something about how a little cold wouldn't do anything to his metabolism. However, the girl gratefully took the soft dress offered to her, made of a green material, a beaten and stretched fabric.

Stepping out of the bathroom into her bedroom, she scowled down at the outfit. It was comfortable, but it was not designed for humans; however, the woman knew from observing other aliens that it was meant to be tight fitting and flattering to the Alohoi. On her humanoid frame, it was loose and baggy, bunched up in the wrong areas and frayed in others. But it wasn't the motel's fault that they didn't stock up on human clothing; guests from her species were rare in this period of time, the Doctor had informed her.

With a final glance over her clothes, the girl shrugged and decided that beggars couldn't be choosers. In the end, she was glad to get out of her sopping wet outfit and wear something dry. The air was growing more chilling with every moment; for a second she feared that the Doctor could really get sick.

Lightly walking into the communal area of the motel where she knew the Doctor was waiting, the woman made a mental note to acquire some kind of footwear. It wasn't long before she saw him standing in front of what looked like a huge floating orb that consisted of an ever-churning black liquid.

Stepping up next to him, she was surprised to feel the air warm up around her, but the girl quickly realized that the orb must be like a fireplace equivalent to these aliens: something that warms and illuminates a room. Captivated by the strange movements of the orb, the swirling colour of black reminding her of slick unrefined oil, she didn't notice at first when the Doctor was staring at her.

"What?" she asked immediately, her tone automatically defensive.

Smirking slightly, the Doctor whispered in her ear, "You're wearing it backwards."

"Huh?" The girl was lost to what he was talking about.

Shaking his head, the Doctor easily spun the outfit around and redid a few of the ties before stepping back and admiring his work. All of this was done so fast, and with so little effort on the girl's part that she was dazed momentarily, confused to what just happened. Glancing down, she nearly gasped as the dress actually looked like a dress now. A blush rose to her cheeks as her mistake became clear.

"Yeah, I'm going off to bed now, you know, to hide my mortification of not being able to dress properly by myself," choked out the woman, her voice squeaky with embarrassment.

"Okay then," replied the Doctor with a laugh in his voice. "Sweet dreams and don't let the bed bugs bite. Seriously, this planet is famous for having—"

"Doctor," interrupted the girl hurriedly, "I'd rather not know. Ignorance is bliss, and all that junk, you know."

Shrugging, the Doctor turned back to the orb. The girl paused and said, "Don't you want to go sleep, too?"

"Nah," said the Doctor with a dismissive wave of his hand. "Not tired."

"But you have such big bags under your eyes," pointed out the girl, her hand itching to trace the gray shadows building underneath his eyes, but successfully holding back.

His reply came out stilted, yet oddly innocent in tone, as if a child were saying the words. "I don't like sleep." He paused before saying something in his usual jovial voice, "I mean, if you're in a dream, you miss out on all the exciting stuff in reality!"

Frowning, the girl asked, "Do you have nightmares?"

She wondered why his back stiffened slightly at her question, but he replied in a monotone ill-befitting of his demeanor, "Don't worry. I don't really get nightmares."

Opening her mouth to say something else, she was cut short when the Doctor interrupted her, saying excitedly, "Seriously, watch out for those bed bugs. Your dress is made from the same fungi and moss that the Alohoi and nearly every other creature on this planet eat!"

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"Oi, you!" yelled the woman obnoxiously. "Get me out of this mess!"

The Doctor's eyebrows lifted in surprise as he plunged his hands into the caverns of his pockets. "What are you talking about?" he asked with an incredulous voice, his eyes shining with a feigned innocence.

The woman huffed and flicked her long hair back before snarling, "You know exactly what I'm talkin' 'bout, you alien menace!" Chuckling, the Doctor moved forward to free his newest companion who had somehow entangled herself in a multitude of colorful wires on the floor.

"Can't believe I let you drag me into this mess," grumbled the woman who looked as though she wanted to let loose a few choice swear words.

"You were the one who wanted to meet Thomas Edison," reminded the Doctor.

Glaring, she snapped, "How was I supposed to know that his workshop is a death trap?"

"Women's intuition?" quipped the Doctor cheekily. The thought if looks could kill passed through his head as his companion gave him a glare that could set fire to damp wood.

As she got free of the tangle of wires, she carefully sidestepped the other junk littering the room before walking into a free space of floor, sighing in relief at her regained mobility.

"So, where is he, anyway? I want to see him invent the light bulb," said the woman excitedly. Or with as much excitement as she could muster being stuck in a cramped, dusty, dark room.

Scratching the back of his head, the Doctor toed the dirty floor, and coughed awkwardly. "Well, if you wanted to see his final prototype of the light bulb, we're a few years off course."

Turning her head towards the Doctor sharply, the woman gazed at him for a long moment with cold eyes, before a warm chuckle of resignation escaped her. Sighing, she muttered, "This always happens. Instead of going to a important historical event, we turn up too early or too late and there's some terror awaiting us." The woman paused and quickly glanced around, as if expecting some animal to jump at her from the shadows.

Shrugging, the Doctor said, "Sorry. To make it up to you, I'll take you to Nuboonistan; that planet makes the best hot dogs."

"Let me guess the catch—it's made from real dogs," responded the woman with a disgusted tone. "I'm all for exotic-out-of-this-world food, but if it's made from something looks adorable and I would keep it as a pet, then no thanks."

A hurt face crossing his features; the Doctor grumbled, "It's not made from dogs. That's barbaric. It's made from a variety of meats mixed with regurgitated mucus. Tastes better than it sounds," added the Doctor when he noticed his companion was turning a delicate shade of green.

"Doc, you should know this, but humans generally don't eat things like that," said the woman as she tried to keep the visuals at bay. "I guess with your Time-Lord-alien-y body, things would be different."

"I eat!" protested the Doctor.

"You eat like people swim. It's a leisure, not a necessity," pointed out the woman. "Well, I suppose you do need to eat, but I rarely see you do it. When you do grab a bite, it's more that somethings caught your eye rather than your stomach growling."

Crossing his arms, the Doctor leaned against the wall casually, and said, "Can't help that my metabolism is different to yours."

"How do you have so much energy?" asked the woman curiously. "You barely eat, drink or sleep. If I were you, I'd go insane."

"Why does it seem to me that all my companions are pointing out my sleeping habits?" grumbled the Doctor.

"Yeah, now that I think about it, I don't think I've ever see you sleep," remarked the woman. "Oh my God, you should sleep already!" Her tone became slightly worried.

Taking a deep breath, the Doctor said lightly, "Don't worry about me. I get enough sleep."

"Judging by the shadows under your eyes, I'd say you were having vicious nightmares all night," pointed out the woman. "But," she added with a grin, "Time Lords are above all that, aren't they? You're probably like dolphins; you can turn off any part of your brain any time you want. I bet you lot don't even dream, but calculate the exact square root of mathematical pi in your head subconsciously or something."

Mirroring her smile, the Doctor started to recite the square root of pi before the woman thumped him hard on the back, accusing him of being an "annoying know-it-all".

She was perceptive enough to notice the strange sadness that had bloomed in the Doctor's deep eyes, but she didn't comment on it. The Doctor was grateful for her kindness, even if he never told her.

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Panting, the Doctor woke, bolting up straight as a board like he did every time he accidentally fell asleep. He was in the main control room of the TARDIS, lying haphazardly on the floor, sonic screwdriver still in hand for when he was patching up a main dial-up configuration unit that tied in with the redacton sector of the mainframe.

A sound similar to that of a dog's whine left the Doctor as he breathed in-and-out heavily, the air feeling suddenly heavy in his lungs, the pressure of his pulse strangely strong.

Sweat beaded his brow, and his hearts were each doubled in pace, slowing down as he gazed around the calming interior of his home. However, he was still shaken up by the incident that caught him off guard.

His internal clock was generally accurate, telling him that he'd been asleep for a few hours. Enough to recharge his batteries and allow him to run for a few weeks without another real break.

His busy thoughts paused for a moment as he wondered why his companion hadn't seen him, before remembering that she had went to sleep already; humans are strange creatures, needing hour upon hour of deep sleep every day.

This was why he hated the time when his companions slept. The Doctor was used to doing something, anything, to keep his hands and mind busy in case he relaxed for a moment and went to sleep.

The lights of the TARDIS were dim, as if the ship were encouraging him to rest, even though he did not want to. It had been too long since the Doctor had slept, but he was stubbornly refusing to submit to his needs. A reckless decision that forced the TARDIS to interfere. One could say that the Doctor feared sleep, but it wasn't that.

When he told his companions that Time Lords didn't dream or have nightmares, he wasn't lying. Truth be told, when a Time Lord slept, the psychic connection that joined everyone of them together was strengthened, and instead of dreams, a sleeping Time Lord would be filled with the warm feeling of family, acceptance, companionship.

An absolutely delightful feeling that left each sleeper truly refreshed.

However, he was the last of the Time Lords, so when he slept, his psychic connection opened to search for another soul to join with... and there was nothing. Nothing but the retched feeling of despair and loneliness, a pit of aching abandonment so deep it felt almost as if a great hole had been punched in his chest.

It felt like he had died. It felt like he was the last person in the universe. No, it felt like everyone who he ever knew just got up and abandoned him. Of course the Doctor knew that they didn't want to go, but he couldn't explain the feeling with any other words.

And this was why he tried not to sleep. Not because of haunting dreams, or terrifying nightmares. It was simply the aching feeling of loneliness that visited him every time slept.

When he closed his eyes, he saw a black hole that reminded him just how alone he really was in the end. And that scared him more than he could ever say.

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A/N: What do you think? That's my theory about Time Lords and their dreams. Not that anyone cares about my opinion. Eh. Poor Doctor.

I had fun making up random nonsense about alien planets and their customs. ;-)

Reviews would be awesome. Come on, leave me something to work with here! :-) If you want, I'll tell you which Doctor/companion I envisioned in each paragraph.