A/N: Hello there. So here's a plot bunny that's been floating around in my head for a while. I actually looked to see if a fic like this existed and couldn't find one, so I decided to write one myself. I plan on this being about 3 or 4 parts and I also already have a Portal 2 era sequel planned. This fic is going to be more character driven, not really an epic action-y fic, so if that's what you're looking for, I'm sorry but you won't find it here.

Timeline wise, this story takes place for Caroline shortly after Cave Johnson's death and for Eleven just after he leaves Amy and Rory at the end of "The God Complex".

That being said, I hope you enjoy. Please be kind and leave a review if you have the time! -Liyrah

He met her on a late spring night sometime in the late 20th century.

The TARDIS-unreliable as she could sometimes be-missed 16th century France by both a few centuries and a few thousand miles landing, according the Doctor's readings, somewhere in the American midwest.

Ah, well, he thought to himself, what's life without a few surprises?

Emerging from his ship, he wasn't too surprised to see that his grand entrance had created a minor disturbance, but he was rather surprised to find the exact kind of reaction he received. A middle aged woman-brunette, slender, rather motherly looking-sat across the room glaring at him. Her eyes were bloodshot and sunken in, a classic sign of sleep deprivation. The tip of her nose was an unbecoming shade of pink and the wetness around her eyes gave away that she had been spending the better part of her time in tears.

And still she glared.

The room was filled to the brim with brown packing boxes, all carrying the same logo and company name: Aperture Science Innovators. Miscellaneous sheets of paper littered the floor, some intact, some looking as if they'd been angrily ripped to shreds in some fit of rage. The Doctor spun in place several times, surveying the imagery around him, or lack thereof.

The woman across the room cleared her throat loudly. The Doctor was surprise, and a little disappointed he supposed, at her lack of astonishment and awe that a blue telephone box had just materialized in her office.

"Uh..." the Doctor stammered awkwardly, "I, uh-just passing through actually, made a wrong turn it looks like." He took a few steps forward, craning his head as if inspecting the room. "What is this place?"

The woman inhaled sharply, and the Doctor thought he saw for a moment a fleeting glimmer of nostalgia in her eyes. "It doesn't matter anymore," she said, monotonously, her shoulders slumping in defeat.

The Doctor cocked his head to the side. "Of course it matters," he said calmly, "everything matters."

She sniffed a little and shrugged her shoulders. "So who are you then?" she asked, "Is this-" she gestured casually towards the TARDIS with one hand, hardly looking at it, "-some sort of experiment going on downstairs? Because I hate to tell you, but all of our science innovations are being put on hold until further notice."

The Doctor shook his head. "I'm not...from around here," he replied.

The woman cocked an eyebrow, "Sure," she said, as if he had just proposed that the two go have a cup of tea together.

He crossed the room, pulling up a chair from amidst the boxes. "What's your name then?" he asked as he sat down across from her.

She swiveled in her chair to face him, "Caroline."

"Well, Caroline," he said, leaning forward to rest his elbows on his knees, hands to his chin. "I'd say that most people are more surprised when a spaceship materializes in their office."

The brunette hardly missed a beat. "Well, once you've seen one miracle of science, you've seen them all," she stated. The Doctor thought he sensed a bit of bitterness in her voice.

The Timelord mustered a smile, the edges of his mouth upturning ever so slightly. "Oh, I strongly disagree with that."

Caroline turned in her chair, putting her legs back underneath her desk. Head in hands, she muttered, "Maybe if you'd been twenty years earlier." She gave him a sidelong glance, "I don't even know why I'm discussing this with you. Who are you?"

Now the Doctor full on grinned, "I'm the Doctor."

Caroline couldn't help but smile slightly, "Fine," she replied, "I'm not even going to question you."

"Oh Caroline, questions are half the fun! Humor me, at least."

Her grin grew wider, "Fine then. Why are you called 'the Doctor?'"

He leaned forward, her face only inches from his. "I'm sorry Caroline," he said quietly, "That's a secret." Then, he reached forward and poked her nose playfully.

A laugh. "Well why did you want me to ask then?" she questioned, batting his hand away, though not maliciously.

"Because I can tell it's been a long time since you asked a meaningful question."

There was a pause. Caroline looked down and appeared for a moment to be closely examining the tops of her shoes. "It's been years, I guess." she confirmed. She looked up, and craned her head around the doctor to examine the blue box behind him for the first time. "That's not really a spaceship is it?"

"Sure it is!" he exclaimed, hopping to his feet and reaching up to adjust his bow tie. He backed up, closing the space between himself and the TARDIS. "Care to see for yourself?"

He snapped his fingers. The door sprung open.

As if being pulled by an unseen force, a wide-eyed Caroline took several tentative steps towards the TARDIS. Light spilled out from the interior, illuminating the wonders waiting on the inside. She glanced warily at the Doctor. He just smiled. Taking a deep breath as if to brace herself, she crossed the thresh hold into the ship, the Timelord right on her heels.

Upon entering, the Doctor heard Caroline's breath catch in her throat. He could hardly contain his giddiness-this was his favorite part.

"It's..." Caroline began.

"Bigger on the inside?" the Doctor guessed, jumping the gun a bit in his excitement.

"Well, yes. But I was going to say...beautiful. I-I've never seen anything like this in my entire life. And that's saying something."

"It's a TARDIS," the Doctor explained, "Time and Relative Dimensions in Space."

"So what does it do then? Is it like a glorified traveling device?"

"Time traveling device," the Doctor corrected, standing up a bit straighter and puffing out his chest as if he were a proud parent showing off his child.

Caroline took a few more steps forward. Her eyes were as big as saucers. "Time traveling. Of course."

Abruptly, she turned on her heels, a determined glare in her eyes, "So you're telling me that you can leave right now, and have hundreds of years of adventures, and then return back to this very moment and it would be as if no time had passed?"

"Well, yes, I suppose," the Doctor answered, suddenly feeling a little uneasy.

He noticed tears in her eyes, her fierce demeanor softening and becoming desperate. "Please take me somewhere, Doctor. Just for a little while."

He smiled, widely. He hadn't planned on taking anyone with him anymore-his death looming uncomfortably around the corner-but he couldn't see the harm in one quick trip to cheer up an obviously sad woman.

"Anywhere in mind?"

Caroline's eyes never left his. Her green eyes bore into his, unblinking.

"Anywhere but here."