A/N: And here is the finished chapter one! The song lyrics are taken from "Dream a Little Dream of Me," which has been performed by (among many others) Ella Fitzgerald.

WARNING: This story is going to be dark, and just a bit disturbing. This chapter, and chapter two, are a bit tamer, but chapter three has some graphic and potentially disturbing imagery employed (or to be employed, depending on when you're reading this). Just thought I'd give y'all a heads up. This is a trip down the rabbit hole, so buckle up and enjoy the ride!

Chapter One

Sweet dreams 'till sunbeams find you,
Sweet dreams that leave all worries behind you.
But in your dreams, whatever they be.
Dream a little dream of me.

The Present

The air was cold against her damp skin as she moved through the tunnel. The walls were cool earth packed firm by the weight of the structure above her head. She stumbled on the uneven floor and almost fell, but he caught her and pulled her back to her feet. His hand was warm around her wrist.

"A little bit further," he murmured. "Do you need to sit down?"

She shook her head. She had to find them. They were lost—Martha, Tosh, Dominic, Abby, all of them. The tunnels were a twisting warren, but unlike the rabbit burrows they resembled, deadly. She winced and her hand went to her side. Blood made her shirt tacky. The Doctor frowned and shone the torch at her. His eyes widened.

"Rose!" He stripped off his jacket and wadded it up against her side. His tie followed, wound around her waist to secure the makeshift bandage. "Why didn't you tell me?"

"No time," she replied. "Got to keep moving." He nodded, and they started walking again. Her blood pounded in her head. The tunnel moved in front of her eyes, shifting in and out of her field of vision. She hadn't lost that much blood. She shouldn't be hallucinating yet.

The walls of the tunnel around them seemed to undulate. The Doctor froze, and exchanged the torch for his sonic screwdriver. "What—? Watch out!"

Something long and thick wrapped itself around her legs. Another tendril fastened onto her left arm, and then her right. She tried to pull away, to kick and grab and run but her head pounded and her side hurt and whatever the things were they were strong. The Doctor buzzed the sonic at them, but it did nothing. He cried out as more tendrils separated themselves from the wall and enveloped him, pulling him back. "Rose!" He called, still straining to reach her. "Rose!"

She woke with a start and for a minute she didn't know where she was, but then the gentle hum of the TARDIS reasserted itself and she relaxed. The bedroom was sparsely furnished, she noted, as she studied her surroundings. The walls were a deep blue, almost black, as was the carpet. A wardrobe stood opposite the bed. The smooth, dark wood was undecorated. Instead the clean lines and solid construction of the piece spoke of functional elegance. A desk accompanied by a single chair was positioned near the door. Bits of machinery littered the surface—the only clutter apparent in the room, besides the bits of clothing scattered on the floor near where she lay ensconced on the bed. It was composed of the same wood as the wardrobe and the desk. Four posts rose to the ceiling of the room, but there was no ceiling. A hologram of space danced above the room. It was beautiful and majestic and fascinating—and if she hadn't looked up she would have never known. A room can tell so much about its owner.

Said owner was leaning against the door-frame of the ensuite, his blue eyes watching her with amused affection. Like his room he was stripped-down, functional, at least on the surface. Beneath his plain veneer and stern exterior he was a man of infinite depths: brilliant and wise and far gentler than he appeared. He was also wearing a towel, she realized, and only a towel. She felt the heat of a blush creeping up her face. He grinned and something in his gaze shifted. She recognized the implicit challenge it contained and, well, let it never be said that Rose Tyler was afraid of a challenge. She sat up and let the sheets pool around her waist. His grin widened and he sauntered over to the bed. One large, calloused hand cupped her cheek and his face softened slightly. "Thought you'd sleep all day." His hand slid over her cheek and into her hair.

She tilted her head back to meet his eyes. "If you keep looking at me like that we're never going to see my mum."

His eyes twinkled. "Sounds good to me." She rolled her eyes and he brought his lips to hers. His hand fisted in her hair and her hands ran over the lean muscles of his chest to his shoulders. She pulled herself up to him, pressing her warm skin against his, cool and damp from the shower. He broke the kiss with another grin and let himself fall onto the bed. Rose squeaked in dismay as he covered her body with his own. "Doctor!" She narrowed her eyes at him but he was kissing her again and it was terribly difficult to be angry with him when he was doing so many interesting things with his tongue.

She pulled away. "We are going to be horribly late," she reminded him.

He tilted his head so that his lips were centimeters away from her ear. "Time machine," he reminded her.

"Right." The heat in his voice made her shiver. "Well then, carry on."

He did so.

They lay curled around each other on the bed. The Doctor was stretched out on his back, one arm around Rose, who lay pressed against his side with her head on his chest, and the other at his side, her fingers tangled in his. She closed her eyes and listened to the soothing rhythm of his double heartbeat as he watched the ceiling flicker and dance.

"That was nice."

He smiled. "Bit, yeah."

She was loathe to let him go, but she managed to roll away and stretch. "Need a shower now," she noted, her voice loosing the blur of sleep.

"Why's that?"

She attempted to glare at him, but failed and contented herself with exasperated affection. "'Cause there is no way in hell I'm going to see Mum smelling like sex. She's got a nose almost as good as yours, y'know. Fancy another slap?"

He grumbled. "Mothers. It's always the mothers."

"You brought me back a year late!" she teased him.

"She thought I kidnapped you for sex!" he retorted.

She raised an eyebrow as she rose and walked to the ensuite, deliberately sliding her hips from side to side more than was strictly necessary. She could feel his eyes on her as she turned and flashed one of her cheeky grins, her tongue between her teeth. "Y'mean you didn't?"

The Doctor muttered uncomplimentary things about 'stupid apes' and 'domestics' as they exited the TARDIS, which was parked in its favorite place on the Powell Estate. Rose took no notice of him as she swung their joined hands happily and almost skipped up to her family's flat. He was such a softie, really. All bark and no bite, except when he did. She knocked on the white door and it flew open almost before she pulled her hand away.

"Rose!" Jackie Tyler enveloped her in a hug. The Doctor attempted to slip around her while she was apparently distracted, but she released her daughter and pounced on him. He flashed a pleading look in Rose's direction, but she was all ready inside looking for the rest of her family.

Lilly, her 12-year old sister, was walking around the kitchen, her ear glued to the phone. She waved at Rose, who waved back. Tony, nine, was at the table eating breakfast and reading a comic book. She ruffled his hair and pulled him into a hug.

"You're back!" he exclaimed. "Did you bring anything cool with you? You know, anything alien?"

She snorted. "Besides the Doctor?"

"Ro-ose," he groaned and rolled his eyes. "I said something cool!"

"Oi!" The Doctor, who had finally managed to extricate himself from Jackie, flashed a mock glare at her brother. "I'm very cool, thanks much. Cooler than a stupid ape, anyway."

"You're downright chilly," Rose replied with another cheeky grin.

"I didn't notice you complaining earlier," he murmured.

"You two!" Jackie was glaring at them. "I might not be a Time Lord, but I'm not deaf, and I don't want to hear it!"

Rose giggled and the Doctor rolled his eyes. "Always the mothers."

"I heard that!"

The door opened again, and Peter Tyler stepped into the flat. "I saw the TARDIS, Jacks!" he called. "Where's my little girl?" Rose ran into her father's arms. "Hello sweetheart." He hugged her tightly. She loved her life with the Doctor, she really did, but sometimes she envied her siblings their happy home life. Her mum and dad were good now. Pete made decent money managing a shop and her mum worked for a salon down the street, but it hadn't always been smooth sailing. She remembered the screaming matches loud enough to wake her up at night. She remembered watching her dad pack a suitcase and leave for weeks on end. She remembered finding her mum passed out on the couch surrounded by bottles.

Still. The past was the past. She had the Doctor, and the TARDIS, and all of time and space, and her family. She smiled and stepped back, her hand meeting the Doctor's without thought. Something like electricity crackled over her skin.

A beast, huge and black and hungry. Wings that spread wide in the confines of the church.

"I'm the oldest thing here." Her Doctor, with his close-cropped hair and blue eyes and battered leather jacket. The TARDIS key stuck midair. A roar, and the thing swooped.

The Doctor was gone, the key was cold.

"Who am I, love?"

"My daddy."

The brakes squeal and the car hits the man with the ginger hair. She holds his hand as his eyes close.*

"Rose? Rose, what's going on?" The Doctor's voice broke through the images that flashed before her eyes.

"What?" She blinked, trying to clear her head.

He was examining her face, concern written in the wrinkle on his forehead and the set of his lips. "You don't look well."

She felt ill, queasy, and her head was pounding. She smiled and waved him away. "Just a headache. I'll take something later." He looked unconvinced. She rolled her eyes at him. "Go on, I want to talk to Mum anyway."

"Call me if you need me," he ordered. She saluted ironically. "Right then, I'm off to the TARDIS," he announced, and nodded to her family. "Nice to see you Pete, Tony, Lilly." He hesitated a bit. "Jackie," he said finally, and skipped out the door before she could snap at him.

Rose watched him go. She shuddered as the images she had seen rose to the surface of her mind. Suddenly she felt itchy, like she was wearing a wool sweater. Her family chattered around her, but something—something felt wrong.

She was lost, not just 'temporarily misplaced,' as the Doctor liked to say, but really, properly, lost. Of course, she was wandering in a maze, so maybe she was supposed to be lost. Thick green hedges rose up on either side of her and the path between them was paved with smooth gray stones. She felt like she had been walking for hours. Cool fog obscured most of her surroundings and muffled sound. She tried shouting, but received no response.

"Need a bit of string, I do," she muttered.

"That is an excellent idea!" Some exclaimed brightly. She whirled around and a brown-eyed man was standing next to her. "Someone's been reading her mythology, I see." His eyes crinkled in amusement.

"Who are you?" she demanded.

He blinked at her. "Who do you want me to be?"

She paused, and studied him. He was tall and thin, with chocolate brown eyes and hair that wouldn't stay tidy. He was standing quite at ease, his hands stuffed in the pockets of his brown pinstriped trousers and a pair of thick rimmed glasses perched on the tip of his nose. A pair of battered white trainers completed the unlikely ensemble. "I don't know," she finally answered.

"Then how should I know?" he pointed out. "It's your dream, after all."

"If it is my dream," she said as she began to walk again, "I shouldn't be lost. I should be able to pick a path, and make it the right one. Lucid dreams, and all that."

"'All that is gold does not glitter,'" the strange man responded, "and 'not all who wander are lost.'" He paused for a second and frowned. "Sorry, that's The Lord of the Rings, but the point is the same." He gestured to the hedges around them. "Why do you think you're lost?"

"Because I've been wandering around this bloody maze for hours!" she snapped back.

He raised an eyebrow. "Blimey, you're just as cranky when you're asleep as when you're awake!"

She froze. "How would you know that?"

"I'm a part of your subconscious, aren't I?" he responded. "I know it because you know it."

She shook her head. "That's not it. Who are you, really?"

"Who do you think I am?"

"That's not an answer!" she cried, her frustration getting the better of her.

"You aren't asking the right questions," he responded calmly.

She turned on him, her hands on her hips and her eyes flashing. "Then what are the right questions?"

He shook his head. "You have to remember."

She started awake. The familiar feeling of strangeness swept over her, and then faded as she threw off the last vestiges of sleep. She reached out a hand in the darkness for the Doctor, but his side of the bed was empty. Typical. He rarely slept through the night—some nights he didn't sleep at all—and she knew where to find him. Rose slid on her pale pink dressing gown and padded down the TARDIS corridors towards the Console room. She stopped at the kitchen on her way and made two cups of tea. She murmured a brief thanks to the ship and continued on. He was almost always in the Console room when he didn't sleep. Something about tinkering with his ship put him at ease in a way that very little else could.

A pair of black boots attached to legs wrapped in black jeans was sticking out from beneath one of the control panels. She kicked one of the boots lightly and he slid out from beneath the ship.

"All right?" he inquired. She held up the mugs.

"Couldn't sleep. Brought tea."

He grinned. "Rose Tyler, you read my mind. I was just thinking about tea." She handed him his mug and curled up on the jumpseat. The Doctor joined her and for a moment they sat in silence. "Right then, what's wrong?"

"Why does something have to be wrong?" she huffed. "Can't I just want to see you?"

"Not in the middle of the night." His grin took a bit of the sting out of the acerbic comment. "You apes and your sleep. I have to drag you out of bed and that's after you've had eight full hours. Somethin's bothering you, so spill."

She sipped her tea, using the time to gather her thoughts. "I've been having dreams," she said finally. "Nightmares, more like. I'm lost. I have to find someone, and there's this brown-eyed man who keeps showing up. He wears this daft suit and he talks in riddles. He keeps telling me I have to remember." She frowned. "But I haven't forgotten anything important, have I?"

The Doctor shook his head. "Not that I can remember, and I've got a great big brain, me. If you were missing something I'd know about it."

"And then," she continued, "when we went to visit Mum and Dad. I touched your hand and there was this—energy. And I saw things." She shot a pleading look in his direction. "I know it sounds daft, but it was like a movie in my head. We were in this church, and there was this—this dragon thing. And it ate you and you were dead and the TARDIS was gone. But then my dad ran out in front of this car and everything was back to normal, but he was dead." She didn't realize that she was crying until the tears spilled out of her eyes and down her cheeks. The Doctor pulled her into a tight hug, miraculously without disturbing her mug. "Something feels wrong," she gasped against his jumper. "Something is off. It's like an itch under my skin, a tickle inside my brain. I can feel it and I don't know why!"

He cradled her against his chest and rubbed his hand up and down her back. "Nothing is wrong with you, Rose. Well, maybe not nothing, but not what you think. We've been pushing it a bit—running about more than necessary. It's starting to wear on me, so I know it has to be hard on you." He pulled away enough to meet her eyes. "Tomorrow we'll go somewhere calm, yeah? No running for our lives, no mad dictators tryin' to kill us. We can relax for a while, just breathe. How does that sound?"

She laid her head against his chest and let the double beat of his hearts calm her. "Sounds nice," she murmured, on the edge of sleep again. He set his mug on the floor, took hers from her and deposited it next to his own, and then pulled her into his arms. He would stay with her tonight, she knew. And if he was there, the dreams wouldn't come.

'Somewhere calm' was apparently the planet known as New Earth. The Doctor lectured he ran around the console, pressing buttons and throwing levers. "Right, so the human race! You lot always want what you can't have. You've got your planet, but there are better ones far far away. It blows up, and suddenly everyone gets all nostalgic and wants it back again!"

"What do they do?" Rose asked as she gripped the railing, quite used to her part in these discussions.

"They went looking for another one! This one's got the same orbit, it's roughly the same size with a similar earth-to-water ratio. Fantastic! Humans moved in a set up shop and now they've got a thriving economy and anthropomorphic cat people!" He flashed her a grin. "Hold on tight." She did so.

He opened the door and gestured for her to exit first. She hesitated for a moment. "Are my clothes okay? Don't wanna get lynched by an angry mob 'cause I'm wearing their sacred colors or something."

He looked her up and down for a moment longer than was strictly necessary. "Nope! You'll do. Now get!" He shooed her out. She stopped just outside the door. They were parked on a hill overlooking a huge body of water.

"That's the New Atlantic Ocean," the Doctor's breath was cool against her neck. "And positioned on its edge is the city state of New New York."

She snorted. "Seriously, New New York?"

"Seriously!" he confirmed. "Like I said, nostalgic."

She took a deep breath. The air was cool and smelled of salt and the sea and something sweet. Her brow wrinkled as she tried to place it.

The Doctor bent down and plucked a few strands of grass. He held them out to her and the sweet smell grew stronger. "Apple grass," he explained. "It's native to this planet."

She grinned. "Apple grass." Standing on a new planet, with a different sky above her and different ground below, she could feel joy welling up inside her. She jumped up and down for a moment. The Doctor quirked an eyebrow as she grabbed his arm and hugged it. "I love travelling with you. I really, really do. I never want to stop."

He patted the hand she kept wrapped around his arm. "Well then, let's go exploring!"

It was market day in the residential neighborhoods of New New York. For all of its year-five-billion-plus sophistication, the poorer sections of the city seemed familiar to Rose. They reminded her, she supposed, of London. Vendors crowded the sidewalk on either side of the wide street. Raucous voices hawking vegetables or fried foods or other non-food wares cut through the steady thrum of traffic and the chatter of pedestrians. As per tradition, the Doctor and Rose purchased chips. They were strange, but tasty. Apparently the potato didn't do well in New Earth soil. The ingenious colonists used something that was a bit like a yam in its place. Instead of slathering the fried strips with salt and vinegar locals sprinkled theirs with cinnamon, cardamom, and brown sugar. They were sweet and spicy and just a bit alien—perfect for her surroundings.

The Doctor had wandered off to look at parts for the TARDIS and Rose meandered from stall to stall, examining the vendors' wares. She really should buy something for her mother. She always brought Tony a souvenir; surely she could find something that her Mum would enjoy. Something shiny caught her eye. She turned her head for a clearer look. A small, brassy hued trinket sat nestled between two stacks of scarves. She picked it up. It was small, but heavy. It looked a bit like the bottom of one of those old fashioned perfume spritzers, but bronzed. She frowned as she studied it more closely. It was also uncommonly warm.

"It's bazulium." She almost jumped out of her skin when the Doctor's voice interrupted her thoughts from the general vicinity of her ear. She glared at him.

"What's that when it's at home, then?"

He held out his hand and she deposited the 'bazulium' on his palm. "It's a metal found on an asteroid not far from here," he explained. "It's sensitive to the slightest change in air pressure, moisture, etc. When it's going to rain, it's cool. When it's going to be sunny, the molecules are excited and produce heat."

She shoved him lightly. "You think you're so impressive."

"Oi!" he protested. "I am impressive!"

She threaded her fingers through his and grinned up at him. "You're so full of it."

She handed her mother the trinket, but the ghost took center-stage. Human but not human, gray and fuzzy and a bootprint doesn't look like a boot doesn't look like a cyberman. Torchwood and ghosts that aren't ghosts and lions and tigers and daleks oh my.

He sent her away again, the brown-eyed man, desperate to keep her safe but doesn't he know that she's safest with him? The whirlwind rages around her but she's safe, always safe in the eye of the Oncoming Storm.

And then she's holding on but the lever is slippery and her palms are sweaty and he's screaming for her, screaming her name. Rose! Rose! And she's falling and then she's across and the walls have closed and she's on the wrong side. White, white walls. Cold and sterile. White and shiny and terrible.*

She staggered and would have fallen if the Doctor hadn't gripped her arm and held her upright. "Rose?" His brow was furrowed as he searched her face for clues to her sudden weakness.

She shuddered. Waves of despair, of overwhelming anger and fear and the certainty that something was wrong washed over her. The itch was back, crawling under her skin. Her head was pounding. She pulled out of his grip and held her head in both hands. "Rose, what's going on?" His hands moved to rest at her temples but she shoved them away.

"Something's wrong," she whispered. "There are things in my head and they want to get out!" She was yelling now. All around them people turned to stare at her. She knew she looked mad. Perhaps she was. "Something is wrong!" She backed away from him, her eyes wide and staring. "You burned. You burned!"

He grabbed her arm and pulled her to him. "That didn't happen, Rose. It's just stress. Let it go."

"Take me back!" She yelled. "Take me back!"

She shoved herself away from him as soon as they entered the TARDIS. He tried to follow her, but she held up her hand. "I'm going to bed."

"Do you want me to come in later?"

She shook her head. "Let me think. Let me breathe."

He was still as a statue as he watched her go.

Lost again. She was always bloody lost. At least it wasn't a hedge maze this time. She brushed a hand against the rough stones of the wall as she walked. At regular intervals wooden doors were set into the stone. They were strange and looked ancient, the kind of doors you'd expect to find in a medieval castle, which is apparently where her brain got the inspiration for this dream. It was a dream, she knew it was a dream because the brown-eyed man was with her. He hadn't spoken to her yet, just watched her with the steady intensity of a fascinated observer. She found it disconcerting.

"What do you want?" she asked, finally.

He tilted his head to the side as if he was puzzled. "Do I have to want something?"

"Everyone does."

He pursed his lips for a moment. "I wanted to see you."

"Well then, you have, so you can go."

"Do you want me to go?"

She was quiet for a moment. "Not really, I guess. It's too quiet without you."

He grinned. "I've got quite a gob, if I do say so myself." The smile faded. "Do you remember?"

She frowned. "Why do you keep asking me that?"

"It's important."

She growled. "Why am I here?" She gestured to the corridor with its stone walls and floor and wooden doors. "What is this place?"

"We're inside your head, of course," he said, as if it was perfectly obvious. "It's your dream, after all. We're certainly not inside mine."

"So you're real!" she crowed. "You have a body and all that!"

"Or you think I do," he countered. "This is a dream, after all. I could be a figment of your imagination."

She glared at him. "Nothing with you is ever easy." Her hand slipped from the cool stone and brushed against the solid wood of one of the doors. Voices floated through the corridor.

"The Doctor is a legend woven throughout history. When disaster comes he's there. He brings a storm in his wake and he has only one constant companion."



She jerked her hand back. "What was that?"

The brown-eyed man raised an eyebrow. "A memory."

"You're mad," her mouth said, but her eyes put the lie to her words.

"You've known something was off. You could feel it." He laced his fingers through hers. "You were right." He pressed his lips to her forehead, and then vanished.

"Come back!" she shouted in the empty corridor. Her voice echoed through the stony silence. Tentatively, she reached her hand out and touched the door again.

"We're falling through space, you and me, clinging to the skin of this tiny little world. And, if we let go... That's who I am. Now forget me, Rose Tyler. Go home."

She pulled her fingers back again. Her heart was pounding. The tickle was back in her brain, like something was shifting inside her head. She had never felt it in a dream before. She gritted her teeth and grabbed the doorknob, but it wouldn't budge. It was locked. "Fat lot of good this is," she called, hoping that the brown-eyed man would come back. "I can't get in!"

A sound drifted down the corridor in response. It was a voice, but no words. It was…it was singing, and it was familiar. She let her hand fall, and took a step towards the sound. The further down the corridor she walked, the louder it grew. After what seemed like hours she stopped in front of a door. It was different from the others. Strange circular designs covered the wooden surface. The seemed to dance and shift in the torchlight, and the singing was almost deafening. It pulsed through her being, calling, ordering, seeking. The door opened almost before her hand reached the knob.

She stepped into the room, and stopped. It was not what she expected. Of course, nothing about this situation was what she expected. She really ought to stop having expectations, if life was going to refuse to meet them. The room was small, no bigger than a closet. A full-length mirror hung on the wall opposite the door, and inside that mirror was a girl.

It was Rose, and not-Rose. Golden light radiated from the figure, like a candle through quartz, and golden fire blazed from her eyes. Instinctively Rose raised a hand to shield her face from the glow.

"Who are you?" she asked the image.

"I am the Bad Wolf," the girl responded. It was Rose's voice over another voice, something ancient and powerful. The duality sent goosepimples rippling over her skin.

"An' what's that when it's at home?" Ever cheeky in the face of danger, she was.

"I looked into the TARDIS, and the TARDIS looked into me."

"You mean I looked into the TARDIS?" Rose frowned. "I don't remember that, and I'm pretty sure I would."

"We are the same. The memories were hidden away." The Bad Wolf tilted her head. "I want him safe, my Doctor."

"So do I," Rose said softly.

"Then you must remember."

She put her hands on her hips and stared at the thing in the mirror. "An' how do I do that?"

The Bad Wolf placed her hand on the mirror. "Let me out. Let the memories go."

Rose stared at the mirror. Ripples spread across the surface from the not-Rose's hand, like the surface of a pond disturbed by a stone. She drew in a deep breath and placed her own hand against that of the image.

Golden light bloomed behind her eyes and the song of the universe filled her head. She remembered.

*These images taken from the episode "Father's Day"

The images from the second memory flash are from "Army of Ghosts" and "Doomsday." The quotes in the final dream sequence are from "Rose."