It was silent.

Aside from the gentle humming of the TARDIS; it was silent.

And for once, so was the Doctor.

He just sat there in the pilot chair, his legs outstretched in front of him, head hung low, his hands in his laps as he twiddled him thumbs. He had been up all night, as always, but lately it had been slightly different. River had gone off on her own after a while; she had needed time to heal on her own. Then after a while, things started to slide, and in the wrong direction. After a while, Bree had called him up, and then eventually joined him on the TARDIS. Oh don't get him wrong, they had plenty of fun, got into trouble, and often times enough get in trouble while having fun. Why just the other day the Doctor had chased throughout the TARDIS trying to get her TARDIS handbook! (Bree had won in the end, the Doctor just refused to admit it.) There were down times though; more so for the Doctor then Bree, but there had been one time…

While the Doctor had been circling the controls one night, flipping an occasional switch, pushing the occasional button; he had heard moaning and lots of movement. He had parked the TARDIS on a cloud that night for the first time, and not for the last time either, when it had happened. With his curiosity peaked from the strange sounds, he had slowly moved towards Bree's room. The loudest movement yet, followed by a gasp, made the Doctor pause a few feet from the door. After a moment he poked his head into the dark open room. Bree had said it was just a dream, although the state she had been in for quite a time after argued against the passive statement. Despite Bree trying to wave off the nightmare, the Doctor offered to stay with her until she went back to sleep. Without saying a word about the dream, Bree had allowed him in after moving over on her bed. When he sat down next to her, she cuddled up to him, shaking in terror before she eventually fell back to sleep. After that night, neither Bree nor the Doctor breathed a word of it again.

That had been about a week ago, and the rest of the week was alright… that was when Bree was awake. Each night after she had gone to bed, the Doctor was left to the silence and his thoughts. Sometimes he would read, sometimes he would tinker with the TARDIS; but always, he would cry. Loosing Amy and Rory had hit him hard; River knew that, but she was gone now. Bree knew that he had lost Amy and Rory, but didn't know how hard he was working to hide the mess he had become. But as soon as the girl was out of sight and earshot, the tears began to flow. The memory of Amy disappearing in front of him, revealing the wicked assassin behind her was overwhelming and heartbreaking. He had never seen Rory disappear, but that what also made it worse. Thinking of losing Amy and Rory brought back so many memories of other lost companions: Peri, Adric, Rose, Donna… the list went on. And it all made him cry even more.

Tonight was no exception. Just sitting there with his thoughts, as silent as ever; the tears having stopped long ago. The silence was broken though by the padding of bare feet against the floor in the corridor. The Doctor looked up to the upper landing to see a sleepy Bree in her aqua tank top and red polar bear fleece pants. Her hair was a tousled, but nice enough looking mess, her skin pale from lying down, and her lips darker and fuller then they were during the day. Her darker than normal brown eyes were sleepy; but were nonetheless conscious and penetrating as she located the Doctor in the pilot chair.

Squinting at him for a moment, she finally spoke from where she was standing. "It's too quiet down here, what's wrong?" she stated, cocking her head to the side. The Doctor threw his head back, smiling; but Bree could see it was fake. She walked down the small flight of stairs before sitting on the final glass step, close to the Doctor. Staring at him expectantly, she said "Talk", her North American accent overtaking her half-hearted attempted British one.

"It's nothing." The Doctor tried to dismiss the girls' question. "You should go back to bed." He suggested.

Bree just stared at him before looking down through the floor. "You died…" she murmured quietly. "In that dream I had." She looked up at the Time Lord who was finally looking at her. "Remember the music that had been playing when you came in?" she asked softly.

The Doctor nodded. "The Highway Man." He recalled.

Bree also nodded. "Yea, it was the same thing basically; but with you and I." she admitted.

Thinking it over, realization dawned on the Doctor's face as he thought it over. "That's why you were so freaked out."

"It wasn't the fact that I died as well," Bree explained, "It's the thought of losing you. I mean it's hard enough when you regenerate; but this time…" she trailed off.

"It was too late." The Doctor finished grimly. "Why are you telling me this now?" he asked.

"I was hoping you would start talking about what was bothering you; but that should be easy enough to guess." She looked at him gently. "Amy and Rory."

The Doctor looked down and away, trying not to tear up. He didn't say a word for the longest time until a strangled sob finally broke through and he began to cry.

"Oh Doctor," Bree said, looking at him with pity. She got up off the step and joined him on the seat, gathering the crying Time Lord as best she could in her arms. The contact made the Doctor cry even more, making Bree coo soothing words. "Oh sweetie, you miss them. I understand, shhhhh." Only River ever called him sweetie, but he was crying too much to protest.

"You shouldn't have to see this…" the Doctor choked out through the tears, still in breakdown mode.

"I know you worked hard to hide it, but I know; you're in pain, you never had to hide anything." Bree continued to console the shaking Doctor.

"I- I miss them, s-so much." He choked out again; breaking down into another batch of fresh tears.

"I know sweetie, I know." Bree kept repeating, trying to ease the Doctor's pain. But truthfully, she knew she would never be able to erase his pain.