A/N: Not mine.

Just a little one shot written in light of Mary Tamm's passing.

It was night on the TARDIS, Amy and Rory had left months ago, River was actually spending a night in Stormcage for a change and he had yet to come across anyone new to travel with. It was nights like these, though few and far between, in which the Doctor would inevitably end up reminiscing about past adventures. Tonight his mind had drifted towards Romana, her first regeneration in particular.

In his mind he was reliving their search for the Key to Time; Jethrik and Pirates, Ogri and Androids, Swampies and endless corridors. Then she had chosen to regenerate, personally he couldn't understand why anyone would choose to regenerate, not that he would've dared say anything to Romana on that matter, mainly because he'd had no desire to be on the receiving end of one of her scathing remarks, no matter how much fun it had been to antagonise her. A small smile appeared on his face as he remembered her choice in inappropriate footwear, admittedly her sense of style had been brilliant, even by his standards, but not best suited to the kind of trouble the Doctor tended to get them into, he could remember her walking across the moors in Cornwall barefoot because she had realised after leaving the TARDIS that high heeled, strappy sandals were not exactly appropriate to the location, or the amount of walking they were going to be doing.

She had very quickly become his best friend, not that he would've ever admitted it, to be honest there were a lot of things that he wouldn't have ever admitted to Romana, then again he was sure that most of those things she had probably figured out within about five minutes of meeting him. In truth he had loved her, he wasn't sure quite when he had fallen in love with her, but he had, despite knowing that any kind of relationship between them probably wouldn't have worked out, he had wanted to explore the universe and still did, she had wanted to return to Gallifrey once their search was over, at least she had at one point, after all she had chosen to stay with him, he remembered her second regeneration's reaction when she was recalled to Gallifrey, and he had thought that he was the childish one.

The thing that he had loved most about Romana was the awe and wonder on her face whenever they went somewhere new, sure it was a look that most of his companions wore at some point or another but for some reason it was different with Romana, he supposed that it just seemed more meaningful when coming from her, maybe it was because it was the wonder of finally getting to see something that you'd only ever read about in books, of finally being allowed to have a life of your own, rather than just watching others live theirs. He'd found it incredibly refreshing not to have to think about what he was saying for a change, to not have to think it through and simplify it before saying it, he didn't even try to deny that she was far more intelligent than he was, at least academically, he'd been the one with street smarts. Then again, he was sure that some people *cough*River*cough* would disagree with him on that one, in fact, he was sure that lots of people would disagree with the idea of him being street smart, as far as he was concerned he was street smart, it was everyone else who just didn't know what they were talking about.

Of all his companions Romana was one of the ones that he missed most, even more so knowing that she had for all intents and purposes died by his hand, the fact that he hadn't got on as well with what would turn out to be her final regeneration did nothing to soften the blow, or to reduce the intense pain and guilt that he still felt; only a handful of things that he had experienced in his 1103 years even came close. Almost without realising what he was doing he began to pilot the TARDIS to a place that he doubted he would ever show to anyone else. Many, many years ago he had made a graveyard of sorts, on a small planet that no believed was even inhabitable, he had made sure of that, the graveyard was dedicated to the Time Lords, some had their own headstones, others were simply represented by a stone monument in the centre of the graveyard. As he exited the TARDIS he let his gaze drift across the area, there was grass for miles, creating an almost impossibly serene atmosphere, he saw the headstones for his family, for his planet's leaders, even Rassilon, after a while his eyes came to rest on the one that commemorated Romandvoratelundar, his Romana, his Fred. Then he did something that he hadn't done in many years, he sank to his knees and cried, simply mourning her.

R.I.P Mary Tamm (1950-2012)

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