Disclaimer - I don't own Doctor Who or the characters. The BBC does. I'm just borrowing them to write fanfiction; which I make no profit from at all.

Author's Notes - This the the first brand new fan fic I've done in a long time, and the first I've ever tried doing for Doctor Who. If people actually like this one I might white more of them. This one is compete as it is though, as I don't wish to create an AU twelfth Doctor as a detailed character. In the brief time he exists here, I have purposely left him very vague. The biggest reason Rory is not in the story is because I started to think up the plot before the season five finale aired. Thus I still thought he was dead, and later thought it worked well still assuming he had never returned.

Sure everyone is a bit out of character, most likely the Doctor especially so. My intention was to show that he probably has a side not seen much on the show. He can get scared too, like anyone else.

Amy sat on the floor of the console room fighting what she knew was a losing battle with the tears that threatened to fall freely from her eyes. She shook from the shock of the horrible and almost deadly encounter outside and from the dead run back to the TARDIS with the sound of furious beating enormous wings at their backs the whole way. The escape had been a narrow one. Certainly the narrowest escape from anything she had yet encountered since leaving Leadworth. River Song had made it back safely too, she recalled absently, trying to piece together the event in her mind and to comprehend it in the right order. She recalled seeing her shooting at the furious flying beasts with the gun that she carried. That quick action was what had saved her. The Doctor had not been so lucky that time.

He always got away, Amy stubbornly repeated many times in her mind, letting the thought play itself out until it was exhausted. He always escaped from everything she had ever seen him faced with. There had been minor injuries of course, and even more than one instance of finding him unconscious. But he always quickly got back up again and kept right on going like nothing had happened. Never had she seen him in anywhere near a state this bad. One side of his face was badly bruised and bleeding. There was blood covering the left side and part of the front of his jacket. He had fallen to the floor into an awkward position when she and River had helped him back inside and it was clear he had serious damage to one leg. Under his shredded left pant-leg, the many deep and bleeding scratches caused by horrible claws were viable. It was shocking that he'd managed to walk back at all, even with a great amount of assistance.

She looked down at her clothing and saw blood on the front of her pink sweater. She was terrified for a very brief moment until she came to her senses and realized that she herself was not bleeding and injured. Then she gasped in shocked horror at the amount of blood that was everywhere it shouldn't be. She could hear River speaking out loud but mostly to herself very close by, saying that perhaps they should try to move him to a more comfortable place such as a bedroom, and then saying right away that she had decided it would be best to not move him again. He'd fallen to the floor as soon as it was remotely safe to stop struggling, and she was concerned that just hitting the floor hard might have done more damage. She tried to move him into what would logically be a slightly more comfortable position, and to stop as much of the bleeding as she possiblly could. He shouted incoherently and only partly consciously in pain. He had been in a state of complete detachment from anything as they'd made their way back; shutting out anything and everything. Now he was starting to come back, and in his state of physical and mental shock, not even trying to block anything. This made Amy shake harder. She could only sit helplessly where she was on the floor and stop herself forcefully from begging her to please stop hurting him worse. For what seemed like forever, in her mind there was only the helplessness, the state of her childhood hero in such horrifying pain, and the sound of terrible things outside trying relentlessly to get in. She dug her fingernails into the palms of her hands and tried to block out everything.

Amy recalled clearly as if it had been only the day before, hearing the strange and amazing blue box crash land in her back yard. Only seven years old and afraid only of cracks in walls and not a stranger crashing in a strange box into a garden shed, she had run from the house to see, in her curious innocence what had happened. When to her greatest shock, a man climbed out of the box, she thought he might have been hurt. He wasn't - just slightly off balance, more concerned about her than for himself, and barely noticing that his clothing had seen far better days. She had laughed a little when he said that his box was a time machine and hinted that it was so much bigger inside. The memory of that long ago night now gave her a small amount of comfort. A box could not have engines, and it certainly could not travel in time. Yet his box vanished from her yard, though it made no sense that it could have. Five minutes he'd said. Five minutes and he'd be right back. It was not until twelve years had passed and she'd grown up that he'd returned, and right away he'd needed her to help him. Help him or at the very least stay out of the way. She felt horrible now upon realizing that she'd never actually told him she'd forgiven him long ago for being so late. She thought he must have known it already, or simply forgotten all about it. But some things should not have to go without saying.

She heard the sound of the engines, as the TARDIS started to move. For a moment she was confused. How was it moving at all. River must have set it into motion and then let it dematerialize. She'd completely forgotten that there was someone else, aside from the Doctor, who was able to fly it. She felt intense relief at being away from the strange and brutal beasts that would have undoubtably tried to get inside had they not taken off. She had forgotten all about hearing them outside, flapping their wings, shrieking and scratching, until she felt the relief of escaping.

She looked at the Doctor's wide open eyes. They blinked slowly, and then blinked again, as though he was trying hard to snap himself out of his dazed shock and come back to the present. He was more fully awake now, having finally brought himself back as close to reality as she knew he likely could. She hoped he would fall into unconsciousness. She could barely even imagine the amount of pain he must be in, but judging from his screaming and resistance of River's earlier attempts to move him just a little bit, she knew it was more than she'd ever seen anyone in before. Those creatures they had had the misfortune of a run in with had done nothing to hide the fact that they meant to brutally kill him. He'd been lifted from the ground, held by huge and razor sharp claws, dropped at least forty feet to the ground below, and picked up again before being thrown to a second of the terrible bird-beasts, who then dropped him again. It was unclear whether they intended to tear him apart with their beaks and claws, or kill him by dropping him several times; but nevertheless it was horrific. He gasped for breath a little as the true extent of the pain began to register in his mind as more than just a semi-conscious feeling, or dreamlike state. But instead of passing out completely, though he was on the verge of doing so, he was determined to wake himself up. His eyes opened wide, this time clearly more focused, and she saw him try to turn his head to look around. He could hardly move at all, and quickly gave up and stopped trying to. River came over and quickly scanned him with the sonic screwdriver. Amy was still completely clueless as to how it could work as a medical scanner but she recalled seeing it used for such a purpose several times before. She looked at Amy sadly and slowly shook her head.

"There is far too much damage," she said. "Head and brain injuries, internal bleeding, not to mention several broken bones and other things that would normally not be so bad."

"How can he still be awake?" Amy asked, her voice shaking. She understood that her childhood friend was dying, but was so unsure how she should feel in the current moment. Should she be grateful that he might still be with them for a brief time? Or should she hope once more that he would just go off to sleep and then die peacefully and not feel anything?

"I don't think he is," she heard River say, pulling her away from her confused thoughts. "Not really. Of course he's awake and conscious, but not really all here anymore. He will be very confused and probably not able to really communicate."

Amy fought back her tears much harder now. The Doctor had always done so well at thinking fast and figuring everything out. He could talk his way out of almost anything. Words and his brilliant mind were his best means of protection and defense. She was crushed at the thought of his mind being nearly destroyed. She searched her memories for a recollection of a happy and joyous moment he'd shown her in their travels together. She wanted to remember him from a happier time, as he was supposed to be. He was reaching up with both of his hands. It was a weak effort though. She reached forward slightly to take his hands in hers, but then immediately paused, unsure if that was actually a good idea or not. Could she end up hurting him when she was only wanting to help? Maybe he was not aware of what he was doing at all, and the physical contact would scare him. She looked up at River, searching for an answer, and saw her nod her head slowly. She carefully held his hands and saw that her fears of hurting him were unfounded. Neither of them was injured save for a few scratches from landing on the rocky ground. His eyes were gaining focus and she was certain he could see her. His expression was full of fear and more pain then she'd ever seen in his eyes before.

"It's alright," she said quietly, trying to sound as calm as she possibly could. "Everything will be okay." She knew it was untrue and she felt terrible for lying to him like that, but she couldn't think of a better way to handle the situation. He half-shut his eyes and just looked sleepy and calmer. Could he understand, or did he just recognize a tone of calmness, and a human voice? Surely that was good news, in either case. Or was it? If he could understand, then he must have had quite a bit of awareness of so much else. He would make it so much easier for himself if he'd just sleep, but she could tell how hard he was still trying to stay awake and not leave her.

"You saved me again," She said. "Nothing as big as saving a world, but I'd probably have been killed if you hadn't tried to reason with and distract those things." She knew that if he could understand a thing, he would be relieved to know he'd done a good thing, and grateful that his companion was safe.

"He might not die, Amy," River's voice startled her again. She was embarrassed at her sudden jumpiness. "At least there's a chance he won't." She tried to listen to her the best that she could, but her mind was in such a mess of confusion and she could only half comprehend anything. He could save himself at the moment of death, by completely changing his entire body. The personality would be altered in part as well. The entire idea seemed however to Amy to be nearly as tragic as dying would be. She understood just enough to grasp that he would almost be an entirely new person.

She wished so badly that he'd explained this to her himself long before then. Maybe then she could have come to terms ahead of time with the idea that one day she might know him as someone different yet still in some strange way the same. She was certain however that this was just so typical of him. Never bothering to talk about something this inevitable until it was too late to really go into the proper detail. She might have laughed a little at the slight irony had she not felt so terrible.

"Unfortunately I have no idea if he can still regenerate, given his state," River said after a brief silent moment. "My only knowledge of the process is based on the few things he's explained and that I've seen. It might be a biological process that just naturally occurs before the body dies, but I fear it could require some sort of conscious will power to work. If that's the case, I'm not sure he has the comprehension to do anything to trigger the process."

She had made a very good point. Amy was sure from what she said that things were more uncertain than they normally would have been. This, she knew, could be potentially more complicated and impossible than it should have been. She saw that his eyes were still open, and had lost their focus but were trying to find it again. He looked so helpless and weak and nearly lifeless, yet fighting pain and trying to survive. She could not hold back the tears that threatened to fall this time and as memories of her childhood hope of seeing her imaginary friend again, and her wonder at learning he had finally come back for her, spilled forward in her mind, her tears at her friend leaving again fell from her eyes.

"No no no, please don't do that, Pond," the Doctor's voice was so quiet and shaky and slow, but he said something very coherent. The relief at hearing that he could speak, when River had guessed he probably couldn't only made her cry harder.

"Please don't be so upset." He held onto her hands tighter and tried to impart important information to her. "Every end is a beginning... the start of something new, but not always worse than before." His words were so slow, and it was so obvious that he had to think intently just to say everything in a sensible order, but she knew now that he was still comprehending everything. By speaking, he showed them that he was more fully still himself than had been thought. River looked intensely relieved too. She had very likely never been happier to be wrong about anything. Amy wanted to hide her tears, for fear of upsetting him, but she couldn't easily stop now that she had started crying. He smiled a little and she knew he was trying to tell her it was alright. Forming words, was as she had seen, difficult for him now and he was looking for simple ways of stating an opinion. How typical of him to always have a thought or a great insight on something or another, even if it was only the acceptability of human emotions.

River scanned over him again said something to no one in particular about how this time it was such a long process and how it normally went so much faster than this, but it looked like regeneration would eventually work after all. She assured Amy though that each time she knew was different and this was just one more very different moment before the Doctor changed again. It seemed he had changed form so many times before. Amy looked at them both sadly. Why did she have the feeling it was never easy for anyone?

"Will he remember who we are?" she asked, "After he..."

"Of course he will," River answered. She paused a moment, thinking before continuing on. "It might take a moment or two to get his mental bearings, though. It seems to be very greatly every time."

When Amy looked back at the Doctor again she saw increasing fear in the expression on his face. He saw her looking at him though and smiled a little again, and tried to hide his frightened look.

"Are you afraid?" she asked. She didn't think he would give much of an answer but hoped he might express his emotions now if he wanted to.

"No," he said. His voice was still so quiet and almost unclear, yet still coherently understandable. He sounded so tired... or like someone who'd had far too much to drink. The part of his brain that managed speech was a bit damaged, she knew. He could quite obviously still understand others though and could form clear and reasonable thoughts. He gave her what she knew if he was more himself would have been an overconfident smile to hide many of his own feelings. It was clear he was flat out lying now. She thought she should tell him that it would be alright, but she then decided not to. She had little more than a clue in regards to what was about to happen. It might have been a bigger deal than River made it out to be. Perhaps his fear was very well justified. She wanted him to simply keep his normal sense of dignified bravery. That was, she had to admit to herself, one trait she had come to admire greatly.

"Hey... Amy it's okay," the Doctor said. "I'll be fine." He held her hands tightly again. He was trying so hard to make her feel better, but she knew he was also seeking some form of comfort for himself. She wanted then to run away. Just go to the bedroom she used while on board traveling, and stay hidden away for a long time. She wanted just let River take over dealing with this for now. She was not really doing much anyway, and probably could do so much more than anyone else. Of course the Doctor didn't know her as well, but did it really matter? He knew her to an extent, and they clearly had some degree of trust in each other. All he really needed was for someone to sit with him at that point.

Amy had not so long ago been the small child that was hurriedly led away any time any sort of emergency came up in or near her home. She had been a nieve girl, as sheltered from the tragic side of life as she possibly could have been. She may have lost both of her parents as a very small girl, but that didn't mean she had ever been consciously around tragedy and pain. She used to think she was not afraid of much of anything, but now she knew that was so far from true. She was afraid now. Terrified that she had no idea what to do when someone she cared so much about really needed her to know. She knew that she had spent so much time over the last few years just trying to impress the doctor with more nerve and courage than she really had. It had so often seemed that he was not scared of anything at all, and so she wanted to never be either. Now, for the first time ever she saw her constantly brave childhood hero showing true fear, not in the face of a mortal enemy, but at the thought of his own fate. Her heart was breaking and she only wanted to run from it all. He was still holding onto both of her hands though, clearly not wanting to let go of her, not wanting her to leave him any more then she wanted him to leave her. If she ran away now, she knew she would never forgive herself.

"Amy," River said, obviously having noticed the fear and anxiety herself. "This time it might not be as easy as it should be for him." She was holding that little blue book that she seemed to always carry with her. "It must have been his most recent regeneration that was such a horrible one. Calmness is a very important thing. Seems it makes it so much easier, but for some reason he must have panicked a lot. Unfortunately now, I think it scares him."

"Oh," Amy said, as she clued into the situation more completely. She knew what to do then. She remembered the first time she had ever seen the Doctor save the Earth. She told him of her point of view of that strange and terrifying and yet exciting day and then moved on to her point of view of the next adventure. She relayed past successes, and the fun they had had between all the running. Pretty much anything she could remember, she told him about, even though he had of course been there too. She just wanted to keep talking to him while he went to the beginning stages of regeneration. He was quiet and just listened intently, with his eyes open and still looking at both of his friends.

"Are you doing alright?" she asked, pausing in the middle of her purposeful rambling, and studying him in concern.

"I want this to all be over," the Doctor said with slightly less clarity than before. "Too much pain... scared... I'm sorry..."

"Keep talking to him," River said. She was still sitting close by as well. One hand lightly brushing his bangs. "You're doing the right thing."

Amy went on speaking to him, recalling more of their adventures and memories.

"Thank you," he said finally, waiting for a pause in which to speak, "For staying around, for not running off in fear. Please don't be afraid." Her eyes flew open wider. Something was about to happen, and she didn't think she even wanted to know what it was. She looked at River and was about to ask for answers, but the Doctor caught her full attention again.

"Amelia Pond," he said, on the verge of suddenly passing out completely but trying so hard to stay awake and keep talking to her. "Trust me. I'm the doctor." His hands let go of hers and she let them fall slowly to his sides. It looked so much like he was going to die. She had to fight hard to remind herself that though it looked that way, he actually wasn't. Not quite. He'd asked her to trust him, and she would do so. River, she knew, already did. She was still sitting nearby, looking around sadly but with an underlying look of hope on her face. Amy once again wondered who she was. She knew so much but it was so unclear how and why she knew all she did.

"Amy," River said, getting up from the floor up and coming to stand behind her. She gently pulled her to her feet. "Come on. We have to get back out of the way now. Just a little ways back."

"River, what's happening?" Amy asked, her heart pounding as she stood near the far wall. The two of them hugged each other. It just seemed like the right thong to do in that moment. The Doctor was lying very still but still looked somewhat awake. A bright golden colored glow slowly surrounded his body until it looked as though he would burn up in a blaze of light. The light was rapidly changing his form, that much she understood. Oh god! She felt like saying the words out loud but she didn't. It must have hurt, how could it not? It was easy - way too easy - to imagine that it must been a state of nearly uncontrollable relentless pain, as his entire body shifted it's features. But she could see, to her greatest relief and amazement, that he didn't seem to be hurt by it. In fact it seemed he might not have been in pain from his massive and horrible injuries either anymore. His eyes were shut tightly but there was no pained expression on his face like she expected there would be. He just looked still and scared and as though he was trying not to panic. The golden yellow glow grew brighter and she could see nothing but the furious energy streams. Before she could even voice her growing concerns and doubts the light completely faded and it was only then that she realized how bright it had been. It must have been only seconds, a minutes or two at most, since the intense glow had appeared, but it had seemed like such a long time.

The Doctor - at least she tried to reason with herself on some level that that's who he was - slowly sat up and looked at both of his companions. Amy put her hand to her mouth to cover her gasp of shock, horror, and grief. She had understood that he would change to a new body, but she had not be prepared for just how complete that change would be. This man was a complete stranger who she had never seen before, yet he still wore the very familiar clothing she had come to recognize as the Doctor's typical day to day outfit. He smiled at her - at them both - with recognition.

"Thank you for not running," the stranger in the Doctor's clothing said. Even his voice was very different. Amy could only stare ahead in shock, as he waved one hand in her general direction and gave a look of trying to think of a very important thing that had slipped his mind entirely. That look he gave, she realized with worsening grief, was the look of someone trying hard to recall who someone was that he should have very well known. He had forgotten her name. The Doctor had always been known to alternate randomly between addressing her by either her first or last name seemingly whenever he felt the mood suited him. Now he could clearly not recall either one.

"I'm sorry... no don't tell me. I'll get this in a second..." he said. He stood up slowly and walked a few feet before sitting on the steps. He was so confused. Unharmed, but confused and trying to think straight. She suddenly remembered once more the night that the Doctor, the one she had come to know before this baffled stranger appeared, crashed into the shed. That same expression of slowly fading puzzlement and a look of wonder as though everything was new and amazing to him. She was at a loss for words, as she began to understand quite possibly why he might have crashed in the first place.

"Wait, I've got it!" He jumped to his feet again. "Amy Pond! Of course I remember you. From a town called Leadworth, right? And River Song, one day I will understand who you really are. No no, don't tell me... Spoilers."

Amy began to cry again. Huge wet sobbing tears spilled from her eyes as she buried her face in River's clothing. She didn't know what else to do. The Doctor had survived. He was going be be okay. But he was not her Doctor anymore. Her Doctor was dead and had left this new one his memories. She had known him even longer than he had known her, and now he had just completely left her again. This time forever. She cried for a few minutes and the others just let her. Then she came to her senses, looked around again, wiped the tears from her eyes and took charge of the situation, while River went back to the controls to get ready to land in a safe place she said she knew of somewhere. No one else could land right now, so that left only her to deal with other things. That certainly snapped her completely out of her grief for the moment.

The Doctor was watching both of the women, alternating his gaze from one to the other. He was still on his feet but he looked completely exhausted and very shaken up. He needed to lay down for at least a short while and rest. She would be right to show him to his bed at once, but she didn't even know where his bedroom was. In the past several years, the matter of needing to know had never come up. There were so many rooms and she had seen inside only a small number of them. She looked helplessly around at the stairs leading to the many hallways both upstairs and down. He would need to find something new to wear, and she would have to get to know his new personality. Would he still want her to travel with him? Would she still be his friend? No use worrying about any of that right then. She had to convince to sleep for a while but she could not even send him to bed at all, until she found his room. She was flustered and felt the effects of the day on her fragile nerves.

"Upstairs, to the left, fourth door on the right," River said, without taking her attention from the controls. Landing required a lot of attention, and she didn't mind at all that she hadn't looked up. She just muttered a quick thank you took the Doctor by the arm and slowly led him off. He tripped over two of the steps but assured her he was fine, thanked her again for not running away, and mumbled something about having finally just remembered after at least seven years that he really did have to sort through a storage cabinet downstairs one of these days. He reminded her vaguely of the Doctor she had lost, clumsy and rambling on about things of no relevance at all, only to quickly forget what his point actually was. She smiled slightly first to herself but then directly at him. Maybe he had been right. Perhaps endings were mearly the beginnings of something new, but not always entirely bad. There would be time later to think and understand and let everything start to make sense in her mind. She knew full well she would probably have to force herself to think about it all, so she could begin to move past her own shock that this day had caused her. But there would be time to think of that later. She led the Doctor into the hallway upstairs, stumbling a bit as she tried to help him keep his footing.

The end.

Please review if you feel so inclined. Reviews are more welcomed.