She blinked at him wordlessly for a moment, then replied, "Firstly, you weren't a bad person before, Doctor; you just did what you had to do. And on behalf of the universe...you're forgiven for that, alright? Even if you can't forgive yourself - I and every good moral being out there forgives you." She smiled at him gently and to her relief, his own lips twitched into a small answering smile. "And secondly – why would you go backwards? I thought that..."

"Thought that what?"

"I mean, I know it would be silly of me to assume that you could ever fully heal after what happened, but...you're happy at the moment, now, right?"

"Yes. But that's – well. You know. Because of you being here and everything," he said, rushing through his words quickly. "But once you've left, then, well, then I...won't be."

Her hand crept up to cup his cheek. "I'm not gonna leave, so you're talking nonsense," she said firmly, definitively, as if that ended the matter. He believed her, of course; or at least, he believed that she would not leave of her own accord. And nothing but the inevitable would see him ever giving her up. It was just...well. That lingering thought that the inevitable will of course happen, that one day she would – that she would – go, as in permanently, as in far beyond his reach, as in...dead. He shuddered just thinking the word.

"Besides," she added. "I'd like to think that what we've...shared...the things we've done and the memories we've made...well, even if I can't stay with you for your concept of forever, I'd like to think they will, which surely means that a part of me will always be with you and so...that part of me...it won't let you go back to the darker times, not completely. Okay?" Her voice was shaky, and she couldn't quite meet his gaze as she spoke, feeling like she was being way too sappy and reading far too much into what their friendship meant to him.

"Rose," he whispered, sliding his hand up her spine to rest lightly at the back of her head. He tilted her head so that she was looking at him again. "I like this game," he said softly. "You're good at it."

"Yeah?" she replied, with a slight, uncertain laugh.

"Yes. It's your turn to confess something now."

"Okay. Um." She pressed her lips together, gathering her courage to admit this to him. "The thing is, I've never been the smartest girl around, and that didn't really matter to me when I was younger; I found school so boring and just wanted to get out and live...then of course, living a normal life turned out boring too because I didn't have the cleverness to do something with it. And so since I left school I've had this niggling feeling of not being smart enough and then since I've been travelling with you...well, partly it's helped, because you're generally complimentary about my supposed brilliance - "

The Doctor was frowning, and his frown deepened at this point so much that he had to interrupt, "Not supposed brilliance, Rose. You are brilliant."

"Yeah, but you say that to most people nowadays," she pointed out. "Used to be that we humans were all stupid apes, but now we are all the best creatures you've ever encountered..."

He narrowed his eyes at her. "Now that's not fair - " he began, but she injected, continuing her earlier statement.

"But partly it doesn't help, because it's made it so much more obvious that there are a gazillion people better suited to -" she cut herself off abruptly, unsure whether she wanted to go in that direction of her secret insecurities.

"To what? Being in the TARDIS?" he scoffed. "That may be the most unfounded thing I've ever heard. Rose Tyler, no one could be better suited to life travelling around the universe than - "

"You."

"Well, yes, apart from me - "

"No, I mean..." she sighed. "I meant there are people better suited to you. To being..." She gulped but bravely persisted. "...close...to you."

The Doctor stared at her silently, but the expression on his face seemed...wistful.

"Here's where you're supposed to say something nice to make me feel less inadequate about being your friend, Doctor," she hinted jokingly after a minute of minimal response.

"I am honestly a bit speechless. Which...yes, I'm pretty sure that is a first." Maybe his earlier almost-confession wouldn't cost him her friendship after all, if he so chose to reveal it now?

"What? What's so revolutionary about what I just said? It's a perfectly reasonable conclusion to come to. I'm a shop girl from Earth and you are the most intelligent person in the universe, you've said so yourself. And I have met countless people on our travels who you could have a better connection with. I actually sit here and wonder at how you're not bored with me yet, to be honest..."

His mouth dropped open. Her tone had been light-hearted but her words had spoken of a real conviction somewhere in her mind that she wasn't good enough. And that made him really not like this game they were playing and really like it at the same time, because while it hurt him significantly that she would even think about herself and his opinion of her like that, he was profoundly grateful that he'd discovered such thoughts because now he could entirely correct them.

"Rose," he began determinedly, shuffling a little closer to her. "I consider myself very lucky indeed that you said yes the second time I asked you to come with me. Every day I spend with you is fantastic. Well, most days. Some days aren't because you get hurt and that's not very fantastic at all. But the other days, when you are smiling, those – those are the best days, and the days which occur most frequently, to my great relief. You prove to me all the time that I couldn't do without you. I mean, for goodness' sake – you saved my life within a day of knowing me! In more ways than one, too. And Rose, I've been consistently falling in love with you ever since." He paused briefly as she blinked at him in silence. "And if I just admitted something that you didn't want to hear, please pretend that I didn't and let's never speak of it again," he winced.

"Doctor," she murmured.

"Yes?" he replied, with a raspy voice.

"Did you mean all that?"

He hesitated, sighed, then spilled the truth, "Yes. Every word."

She smiled shyly, biting her lip for a moment, before rushing out, "I love you too. Want to know something else I don't like about me?"

His mouth opened and closed like a goldfish at her rapid sentence, within which he was sure she initially said something suspiciously like a positive reply. "I..."

She told him anyway, blurting it out in a wave of confidence, "I've woken up with you, and yet I haven't ever taken you to bed before."

"Oh," he squeaked. "Well, yes, I agree, that is very...appalling of you. How on earth am I going to make you feel better about that one?"

"Maybe if I rectified it right away it would lessen the guilt on my conscience about it," she pondered teasingly.

"Maybe it would," he agreed, nodding his head quickly.

"If...if you are sure that would be appreciated, of course."

"By me? Oh, very much so. Yes. Indeed. Better late than never and all that."

"Right then," she giggled, inching her lips closer to his. "I s'pose..."

"Yes," he replied, in a whisper, breath hot against her mouth, and then their lips were fused together and he forgot words entirely.