A/N: A little piece I wrote in memory of three brilliant actors.

"Sweeeetie!" The call was the last one the Doctor expected to hear. He had been quite positive he was alone in this part of the cemetery, and he quickly wiped the tears from his face and forced his mouth to smile.

"River," he choked and tried again. "River, what are you doing here?"

She stopped short as she looked into his face and her joy at seeing him fled in worry and sympathy. Apparently he hadn't hid his tears adequately enough. "Oh, sweetie," River reached her hand up to cup his face gently, before turning and looking at the grave which the Doctor had been staring at.

The inscription read:

Sir Alistair Gordon Lethbridge-Stewart

Born 12/16/1929 Died 2/22/2011

Cherished Officer and Friend

He saw things you wouldn't believe.

"I bet Sarah thought of putting a line like that on, though Benton probably wrote it," the Doctor whispered, not hiding the tears now. He had wrapped one arm around River's waist, gathering strength from her presence. "Sarah is far too creative for just that line. Benton on the other hand is a good soldier… wouldn't be surprised to still find him somewhere in UNIT."

He folds his form, River coming with him because he hasn't let her go, and placed a line of objects along the grave.

"Jelly babies," River said, recognizing the candies.

The Doctor nodded and stood. He bowed his head toward the grave. "Good-bye, my friend. I wish I was one regeneration younger, I knew how to visit the past then. Heh, you would have liked me then, much more agreeable. You knew more of me, more of my regenerations, then any other save Sarah Jane."

With that he turned and stalked away, leaving River to watch after him in wonder. She watched him stop at slightly older grave and place another line a jelly babies. She hurried after him as he stood again, worried that he would disappear. She glanced at the name of the other jelly babied grave: Harry Sullivan

~*~...~*~

Sarah Jane smiled as she placed flowers on dear Alistair's grave. Among the jelly babies. "Oh, my dear Doctor," she said, standing up to take one of Luke's and one of Sky's hands in her own. It made the sorrow of losing Alistair somehow less painful; as if in knowing the Doctor grieved as well, a weight lifted. It also triggered a memory, "Now there was one time…" She began as she turned to head back home.

Luke and Sky shot each other excited looks, their mum was about to tell one of her stories. Which were always the coolest.