Sarah walked outside and onto the sidewalk, looking down Bannerman Road in the direction she'd watched Luke and K9 head earlier in the day to go back to Oxford. Her life changed drastically when Luke entered it, and then changed again when he'd gone off to University. She wouldn't admit it in front of Luke, Rani and Clyde, but the recent experience with Ruby White left her shaken to the core.

For once in her life, she felt every year in her bones. The only emotion that seemed real to her now was inadequacy. For once, all her knowledge of the universe and alien species had been for nothing, and if not for her brave children, she would've died. Sarah exhaled loudly and looked up at the stars, then reached up with one hand and wiped away a tear that seemed to suddenly spring from nowhere. She didn't hear anyone approach, but didn't jump when cool fingers entwined with hers. She looked over and saw the young man with floppy hair wearing a tweed jacket and bow tie.

The Doctor squeezed her hand, turned to her and smiled. 'Come along Smith, let's get out of here.'

She couldn't quite return his smile, but did turn to look him in the eyes.

The Doctor tugged on her hand, pulling her down the road. 'I'd offer you a trip anywhere anytime, but I know you'd turn me down, so how about some tea?'

Sarah nodded back towards her house. 'Inside?'

'No, somewhere else.'

Silently, they made their way hand in hand to a nearby café, where they ordered tea, then sat at a quiet corner table. Their time on Crimson Heart with Jo Jones didn't allow them much time to truly talk. Not for the first time, Sarah could see the age reflected in the Doctor's eyes, despite his youthful face. She absently ran her finger along the rim of the teacup.

The Doctor watched her, then sighed and focused on his own teacup. After several moments of silence, he looked up at her and fixed her with an intense stare. 'I know about the Qetesh.'

She nodded and took a deep breath. 'Ah, yes.'

He reached out and covered her hand with his. 'I should've been there. Someone should be watching out for you.'

'I have my son and our friends. I'm not alone anymore, Doctor. Besides, you can't drop everything across the universe and pop back just because someone comes after me.'

He squeezed her hand. 'Why not? You're so important.'

She pulled her hand back. 'Please. In the grand scheme of things, I'm just one human. You're out amongst the stars saving entire galaxies on a daily basis.'

'You're my best friend, and I wasn't here for you when you needed me. I left you on your own and even your magnificent children were almost too late. That just won't do, Sarah. I need to be more careful.'

'How many times have I been I alone and needed help?' Sarah sat back and frowned, realising the words came out harsher than she intended. Her voice softened as she reached out and took his hand once more. 'Protecting me isn't your place. That wasn't the first time my life was in danger, and knowing my lifestyle, it won't be the last.'

'You do have a knack for getting into trouble.'

Sarah sat back and watched his expression, knowing there was something he wasn't telling her. 'Doctor, why are you here now, really? There's something going on you're not telling me.'

He waved his hands around absently. 'It's Earth, springtime, my favourite time of the year. I can see how your kids are getting on. Brilliant kids, they are, absolutely brilliant. Besides, can't a Time Lord just pop in to see his best friend any time he chooses? I think so, I think it's my prerogative as a Time Lord. Time Lord. Time, my choice.'

Sarah cut him off. 'You're rambling.'

He leaned forward, one hand grabbing hers tightly. His voice was a hushed whisper. 'No, I'm not.' He gave her a small smile. 'When we dealt with the Shansheeth, you seemed distant.'

'There was a lot going on.'

'I'm worried, Sarah.' He ran his thumb across the back of her hand absently. 'I honestly haven't been this concerned about you since the Dauntless.'

Sarah turned her hand in his and squeezed it. 'I never did thank you for that.' She smiled, her eyes lighting up. 'I wouldn't have survived. So, thank you, Doctor.'

He smiled. 'My pleasure, Smith.' Their eyes locked for the longest time, neither of them wanting to speak for fear of shattering the moment. Finally, he whispered, 'I'll always worry about you.'

'And that's the reason you're sitting here today?'

'Well, of course, I would've thought it was obvious.'

'Liar.' Her tone wasn't accusatory, she merely stated the fact as she saw it.

'Okay. I know that Mr. Smith scanned you and said you were ill, but that it was from the Qetesh scans. However, she did take quite a lot out of you, quite literally. I had to see for myself that you were all right.'

'So, what's the verdict?'

He sat back and crossed his arms before breaking out in a smile. 'You look fine to me.' He stood up and extended a hand to her. 'Come on, you need your rest, so let's get you tucked back up at home.'

As they walked back to Sarah's, the Doctor never let go of her hand.

~!~!~!~

Sarah brought two mugs of tea into the living room where the Doctor was sitting on the end of the sofa. He had his arm draped across the back of the sofa. She started to sit down opposite him, but when he patted the cushion next to him, she put the tea on the table in front of them and sat down where he indicated.

He draped his arm around her shoulder and pulled her close. She turned and looked at him. 'What's gotten into you, Doctor?'

'Can't an old man indulge himself in the company of a much younger woman? Especially when that woman is his best friend?'

She rested her head against his arm and smiled. 'Who am I to argue?'

He stared straight ahead and they sat in companionable silence for some time. Finally, he spoke. 'Sarah, I tell everyone that I'm just over 900 years old.' Sarah waited for him to finish, knowing he was building up to a point. 'I'm really well over 1500. It's been over 700 years since we travelled together.'

'So why do you say 900?'

'No one takes you seriously when you're over 1000.' Sarah laughed in response and shook her head. The Doctor just looked into her eyes. 'Thank you, Sarah.'

'What for?'

'Never taking me too seriously.'

'Hey, the first time we met, you told me that you were very serious about what you did, just not necessarily the way you did it.'

The Doctor tilted his head and smiled, 'You remember that?'

'I remember everything,' she replied just above a whisper.

He shifted and wrapped both arms around her, holding her close and letting the true meaning of her words wash over him.

Sarah snuggled in next to him and spoke softly. 'I'm going to ask again, and this time I want a real answer. What brings you here, now?' She looked up into those ancient eyes housed in such a young body. 'Something happened and I want to know what.'

'River accused me of not caring. Just grabbing the nearest human, dragging them through time and space, then drop them off without any thought of what happens to them afterwards. Whether I've dropped them in the right place at the right time. Whether they're safe, happy. And I never look back to see what damage might've been done to your personal timelines.'

Sarah pondered the name "River", knowing she hadn't heard it before. She filed that away for later use and concentrated on the Doctor's other statement. 'Is it true?'

The Doctor looked offended. 'No!' Then he looked into Sarah's eyes. 'Yes, I suppose,' he admitted quietly as he leaned in and kissed her on the temple. 'After all, I left you in Aberdeen. And you told me yourself that you found it hard to readjust. If I'd done that to my best friend, how was it for those that I wasn't as close to?'

'You told Jo you looked in on all your former companions before your regeneration. So you know how things turned out, yes?'

'Perhaps.'

She concentrated on his eyes. 'And we're all fine, right?' The Doctor only shrugged, so Sarah continued. 'If we weren't, would you have done anything?'

'I was getting ready to regenerate.'

'You're leaving something out. You've popped in and out of my life several times over the last few years. Why?'

'You're important.'

'You've said that before. Try again.'

He smiled. 'Sarah Jane Smith, have you always been this persistent?'

She sat up straight, then turned so she was facing him. 'I'm a journalist by vocation, inquisitive by nature and I know you from experience. I sometimes think getting information from you is like pulling teeth.'

'That's why you're my best friend.'

'You didn't answer my question. Why this time? Why are you really here?' She regarded him in silence for a moment, analysing him before continuing. 'River is important to you and you value what she says. So she called you on your penchant for travelling with humans, picking them up and moving on when they get tired or you're forced to leave them. And the whole thing bothers you, so you came here to make sure that I was all right.' She watched as his eyes got wide as she spoke. 'Am I getting warm?'

The Doctor smiled. 'We've always been very good these sort of informal chats, haven't we, Smith?'

Sarah shook her head and laughed at him, but stopped when he reached out and took both of her hands in his, his face deadly serious.

'You are not old, Sarah.'

'What?'

'I know what went through your mind, and you're not old, you're not unimportant, and you're not replaceable.' He ran his thumbs absently across the backs of her hands. 'I've been careless, Sarah. River called me on it and she's absolutely right. I can't keep going and think that my interference doesn't have consequences. Your life is different because of our relationship.'

She reached out and cupped his cheek. 'It's better because of you.'

'Something the Qetesh did to you made you feel irrelevant. You will never be irrelevant, Sarah Jane. Not to me and not to the Universe.'

'What makes you think that's what's going on?'

'I know you Sarah, and I read it on your face the moment I stood next to you on the street outside your house.' This time it was his turn to take her face in his hands. He leaned forward and kissed her forehead and whispered. 'You may be many things, but to the universe you are amazing, dangerous and so very important.'

There were tears in her eyes. 'Thank you, Doctor.'

'Sarah, you have always held one of the greatest portions of my hearts.' He brushed his thumbs along her cheekbones before leaning in to kiss each one of her cheeks in turn. 'So. Very. Important.'