Author's Notes: In honor of the wonderfully talented Elisabeth Sladen and the character of Sarah Jane Smith, SleepisMyFriend and I decided to post this completely co-authored ficlet that we wrote several weeks ago. It's a sequel to Need You Now. Fourthy/Sarah, post-TWOSJS.

YOU STILL MEAN SOMETHING

As the attic door quietly closed, Sarah's eyes slowly fluttered to consciousness, enhanced by the fact that she could still feel the Doctor's arms wrapped around her. She was hesitant to lift her head and spoil the precious moment, instead choosing to stare out into the space in front of her and ignore the burning surrounding her bloodshot eyes.

"I didn't mean to wake you." Sarah's head shifted at the sound of the Doctor's voice, his hand still slowly fingering the loose bulk of her hair. Her forehead touched the curve of his neck, and she swore that his breath caught as her hand came up to rest against the part of the scarf covering his chest.

The Doctor liked her palm against his heartbeats. Perhaps, a little too much.

"You didn't wake me."

"Bad dream?"

"No." The Doctor felt Sarah's sigh, and hesitated before probing into her thoughts any further. She needed the time and space to sort things for herself, and he knew that. However, he also knew that deep inside Sarah was a manifestation of everything that she had ever tried to hide. He wasn't quite sure that at some point, Sarah didn't need to release that mound of emotion before it grew and exploded. "More like reliving something while I was sleeping."

"Still a dream, then, Sarah. Albeit, a little closer to reality, but something you can always wake up from." His fingers had moved to the side of her face, testing the new boundary with a great deal of gentleness as Sarah did everything to remain still and not engorge her already sensitive mind on the moment.

"Will I wake up from this?" She asked softly as his hand curled up into a little ball and rested in the middle of her cheek, and his head leaned against hers.

"I'd never take this away from you. Not when I know how important it is." The Doctor thought of meeting his future incarnation earlier, and the fact that the older Doctor appeared irritated at seeing him. It was obvious that he hadn't remembered certain things about his previous lives that he was supposed to. "Believe me, I've learned a few things since you've seen me last."

"I saw you this afternoon." Sarah exhaled deeply. "But, I'm not quite sure the whole learning thing works backwards through your lives, does it?"

"I meant me. Since the last time I saw you." He turned his head so he could best see her face at the same time that she tried to look up to see him. "Quite a pair we make, don't we? I'm still as stubborn as ever, and you still mean something."

"It's quite possible Doctor, that the universe doesn't know what it means anymore." Sarah turned her head back to its previous position, and the Doctor felt the loss of her gaze on his as her grip on his scarf tightened. "It certainly does like to play its tricks and games though."

"Wouldn't be the universe if it didn't." The Doctor sighed. "I'm afraid that I've changed things irrevocably now, Sarah. Perhaps the universe will never be the same."

"Or you did exactly what you were supposed to. Please, Doctor, my head is in no mood for your grand timey-wimey scheme." Sarah's hand lifted and waved around before flopping back down on his chest. "Not when you're here, and I get this chance."

"The chance is mine." The hand that had been on her face moved down to rest in the curve of her hip, and Sarah arched her back, forcing his hand a little higher than it had been. "Been a long time since I was this close to anyone. Certainly not with this face."

Just then, he felt a certain hesitation coming from Sarah, as if she was really asking herself if she could see him like that with anyone. Before listening to her answer, he decided to continue talking in hopes of missing her response. "But I like it, here, with you. You remind me of what's important."

"Is that so, hmm?" Sarah nuzzled her cheek against his waistcoat, reminding herself of all the things that she had missed for so long and drinking in every second like a fine wine with no limit. "I can't always take credit for your conscience, Doctor. Or haven't you learned that yet? I make mistakes just like the next lifeform in the universe."

Sarah then realised that her hair was not in the band that it had been before, and she wondered just when she had lost it. She figured it was one of those things that was better left unsaid.

"Sarah, must you always trivialize yourself and your importance to someone?" The Doctor tilted his head as he felt Sarah pulling away from him. His hands were quick to move, his body shifted and before he knew it, Sarah's face hovered inches above his, asking more questions than he ever thought capable of answering.

"Are you refusing to let me go until you make your point?" Nearly lying square on top of him, Sarah pushed her hair back behind her ears before holding herself up on her arms. Each of her knees was on one side of him, and he wasn't quite sure that this wasn't exactly where he had wished for Sarah to be all along.

"Yes."

"Well, then, explain away."

"You're grieving. It's only natural to push people away."

"I'm not pushing anyone away, Doctor."

"You've pushed me away. Any number of times over the years. A crowded nightclub in New York City, an open market in Peru. Even a little coffee shop in Bangladesh, and boy, you are angry when you do not get your morning brew of choice. I know you." A stray piece of her hair fell, and he pushed it behind her ear. "I know you when you're angry, and mad, sad, even happy. I'm not quite the Time Lord you think I am, Sarah."

"Big deal." Sarah tried to push away, and he braced her firm by the hips.

"But I've never seen you loving. At least, not with this face." His voice lowered. "I don't know that I'll ever get to see you loving someone."

"I love my son." Sarah's voice faltered. She wasn't comfortable with this topic, especially not so soon after losing Peter.

"It's not the same." His eyebrows raised only momentarily before lowering back down. "Tell me, Sarah Jane Smith, who do you live for?"

Sarah was taken aback by the Doctor's frankness in this regard, considering he had never done this before. She wasn't quite sure what to make of it, other than to weigh what he was asking her.

"I'm a defender of Earth. Protector of those who are innocent, and good, and fair." Sarah licked her lips, trying not to let her voice crack. "That is what I live for."

"That wasn't what I was asking, and you know it."

"I don't have to answer that question."

"No, you don't. But do you really want to spend your only life not living for someone?"

Sarah couldn't look into his eyes anymore and allowed her head to sink back to his chest. "What's the point of living for someone when everyone leaves?" She closed her eyes, fighting back a fresh round of tears. "Everyone," she whispered.

This time it was the Doctor that sighed. Here in his arms was the one being in the universe that suddenly had the same realisation that he lived with on a day to day basis. He wondered absently if he was the one responsible for turning her into that. He hooked a finger under her chin and turned her face up towards him. "Not everyone, Sarah."

His voice was deep and rich and Sarah knew she could get lost in the blue pools of his eyes. She propped herself back up on her arms trying to gain some distance, even as his hand that had just been under her chin resettled itself along her hip. His other hand gently moved up and down along her back, and as much as she tried to ignore it, it distracted her. That may have ultimately been his point. "You left."

"But I came back. And I daresay, you've probably been tripping over me more than you would like the last couple of years."

Rather than answer his statement, she turned his own question against him. "Who do you live for, Doctor?"

"I have too many lives and too many years to live for a single person, Sarah."

"Right, so why would you want me to give you an answer?"

The Doctor looked into her eyes and saw the sincerity in her question. She wasn't challenging him, but rather asking an honest question. However it wasn't one he was comfortable giving her an answer to. "Because you're human."

"And you're a Time Lord. And therein lies the problem, isn't it?" Their eyes locked for the longest time as they both stayed perfectly still, afraid to move and spoil the moment. Sarah bit her bottom lip. "Shame I'm not a Time Lady, huh?"

He reached up and ran his fingers lightly across her cheek. "I could be human."

She tilted her head. "That's not you, now is it?"

"It could be. A life we could have together, Sarah." His allowed his fingers to move up into her hair, making circular motions as he curled them around her ear and brought them back to her cheek. "I could leave here and go back to you, that day in Aberdeen."

She sighed. "But it doesn't work that way, does it?" She snuggled back down against his chest letting her fingers play with his scarf. "I've already lived my life without you."

"I am a Time Lord, Sarah."

She allowed her fingers to trace indistinct patterns along the edges of the Doctor's scarf, not realising what her gentle touch was actually conveying to him. "Yes, you are. Not human."

"I could show the life we could lead, Sarah, if I went back."

"Don't." Her head shot up at his words. "That's exactly what the Trickster said, when he showed me what mine and Peter's life could be like." She shook her head. "No."

The Doctor reached up and guided Sarah's head back down to his chest and continued to cradle her head in his hand. "I'm sorry, Sarah, that wasn't what I intended." He let his lips brush the top of her head. "The last thing I want to do is ever hurt you. You have to know that." He took a deep breath, knowing enough to realise their parting in Aberdeen was one of the things that scarred her deeply, and could've perhaps been the trigger that caused her to distance herself from people for so long.

"I know." She tilted her head upwards to look at him and saw a flash of something in his eyes just before he quickly hid it. Whether it was regret, or something else, she couldn't tell. "What does the old song say, 'you always hurt the ones you love'?" Sarah reached up and allowed her hand to rest against the side of his face.

The Doctor closed his eyes at her touch, wishing that it would never be taken away from him. He could process a thousand thoughts in his mind at that exact moment, but nothing was more important than the woman currently looking up at him. Blocking all other thoughts from his mind, he finally did what he'd wanted to do since the moment that he entered her attic and leaned in to kiss her.

As his lips touched hers, Sarah quickly pulled back, pushing herself back up on her arms. She wordlessly looked into his eyes, trying to make sense of both her own emotions and the feelings she felt radiating from him. "I didn't ask for this."

"No, you didn't."

"I don't want your pity, Doctor." She pushed away from him, but his hands quickly found their place on her hips and held her tightly to him. Without a word, she locked gazes with him and watched as his pupils dilated, turning the pools of blue to black. His response caused her to inhale sharply as she gently shook her head. "Not pity," she finally said softly.

He shook his head slowly and repeated her words, his voice deep. "Not pity, Sarah. Definitely not pity." He watched her for any reaction, before leaning in to kiss her again. This time she didn't flinch or pull away, but instead allowed herself to lean into him, her hands coming up to catch in his hair.

When she finally pulled back for sheer lack of oxygen, she continued to run her fingers through his mass of curls. "Doctor?" she started softly.

"Shh, Sarah." He stretched his index finger across her lips. With his other hand, he gently stroked up and down her back. Sarah found her body relaxing against his as she tucked her head under his chin.

He felt her breathing even out once more, even as he could see the light coming through the attic windows beginning to fade. Not wanting to break the moment, he closed his eyes and allowed himself to edge towards sleep. Whether he'd ever admit to Sarah or not, when they travelled together, he spent more than his fair share of time watching her sleep. Yet he always wanted to feel her asleep in his arms, to sleep himself with her next to him. Now that he finally had this chance, he was going to cherish every second of it.