This is my response to the fact that past companions are virtually never mentioned in the latest episodes. Truth be told, I don't particularly like 11 or Clara, so if they're slightly OOC, it's because I've only half-watched their episodes. I apologise if this is centred around Rose...well...no I'm not.

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DISCLAIMER: I don't own Doctor Who; please don't sue me for this plot.

The doors of the TARDIS slammed shut behind them as the pair all but fell into the console room. Running had once more saved their lives and the Doctor wondered how long it would be until their luck ran out. He glanced behind him to check the doors; sturdy and solid as ever. They were safe.

Clara was all energy and adrenaline, practically bouncing around the console chattering away about their latest escapade, not realising that her Time Lord friend was lost in thought.

It was only a matter of time, the Doctor thought to himself, it was always going to happen. He was definitely not the only time traveller out there, and the enemy they had just faced had had certain psychic abilities and had used it against him. His past was the greatest weapon one could have against the Doctor, but this one had made a fatal mistake.

He looked up at Clara, wittering on, full of the vigour of youth. Her cells were slowly degrading, dying one by one. Of course, they're quickly replaced, but one day that would stop. Every breath she took brought her one lung-full closer to her last. Human life is fleeting, in what would be to him the blink of an eye, she'd be gone, lost to time, lost to him, lost...

He often wondered if he'd gotten too old, an old man by any definition, and perhaps he should leave the human race alone. He'd ruined enough lives, been through enough pain. Humans were a weakness, they were his weakness. Were they really worth the pain? He'd always told himself yes, but after the events of that day, he realised that as much as he enjoyed their company, as much of a better person they made him, they'd all eventually leave him. He thought he'd heal with time, of course, the pain slowly lessened, but he'd been shown today that a single mention could re-open all the wounds he'd spent so long trying to heal.

Or maybe it was just her...

It'd been so long. Probably even longer for her, but nothing had changed. He'd packed her off to live a happy and long life with another him, thinking that it would ease his conscience, and it had. However, it had taken him a long time to realise that this agony and sorrow wasn't caused by guilt.

What he wouldn't give just to see her again. Once more, just one more time. Although, he highly doubted there could ever be enough times to sate this hunger, this desperation which he had subconsciously suppressed since she was torn away from him. This is what he was reduced to; a desperate wreck, he reckoned he became more human with each companion.

Yes, he was an old man, plagued by memories and beaten down by guilt and regret and anger. He couldn't even keep the ones who mattered to him safe. His shell was virtually impenetrable but there was a storm inside. It wasn't oncoming, it was already raging. Sometimes he felt empty, sometimes full to burst, but he kept it inside, crushed down so he wouldn't hurt anyone else. There was only him to blame, no one else should have to share his burden.

Clara had obviously noticed how far away he was, staring blankly ahead, his brow furrowed in an expression of grief and loss. Of course, she wouldn't have picked up on what had been said that day, no one but he would have, she had no idea what had prompted the sudden burst of anger and hatred that caused the usually merciful Time Lord to effectively wipe out the hostile species, leaving nothing behind but a few stragglers and the rock they called home.

"Doctor?" She asked cautiously.

He pulled himself out of his past and back to the present. She looked concerned. An entire alien species tries to destroy them and she doesn't bat an eyelid, a moment of silence from the Doctor and suddenly she's all wide-eyed and worried.

"Hmm?" He said, his attempt at cheerful falling flat in his own ears.

"You alright?"

"Of course. I'm always alright."

She looked at him for another moment before turning away, her attempt at reading him had obviously failed once more. He thought of how that statement could have been interpreted differently, and to add to his hideous nostalgia, he thought fondly of Donna and her theory on "alright".

"Well, I'm gonna go and take a shower. Sure you're ok?" She asked from the doorway.

He smiled fondly at her. "Yeah, just thinking. Silly stuff, go on. I'll see you later."

She smiled back and disappeared off down the adjoining corridor, leaving the Doctor alone to his thoughts of humans, wolves and time.

Clara couldn't sleep.

The adrenaline had all but worn off, but there was still something tugging at her, prodding her, chasing sleep away.

She sometimes forgot that she was regularly in the company of a 900-odd year old alien. From the outside, he looked like your average, if oddly-dressed bloke, someone you'd pass in the street and not really notice. But earlier that evening, when they'd escaped and survived and he'd usually be so full of life, he was solemn and distant. When he'd looked up and met her gaze, she could've sworn she'd seen every minute he'd lived echoed in his eyes, all the struggle and hardship of someone ancient and welcoming death; she'd never seen that look before. He was beaten down, fighting to keep his head above water and she had no idea what has provoked such a look. The whole event had been out-of-character. Of course, she didn't blame him, it'd appeared that they'd had no other choice but to use the species' weapons against them, but the raw, sadistic rage in his eyes as he watched them die, just for a second, made her tremble. The Doctor never killed meaninglessly if there was another way out; she'd just told herself there hadn't been.

She realised this wouldn't go away, she couldn't sleep unless she put her questions to rest. She had to know the cause of this sudden collapse of everything she thought she knew about him. Although confronting him might be a bad idea, especially since the subject must have been delicate, she knew it was the only thing she could do.

She slipped through the TARDIS corridors, still in pyjamas, still slightly hazy from exhaustion, the stress of the day finally taking its toll on her body. He didn't sleep much, Time Lord biology she guessed, either that or he didn't want to face the nightmares.

She peered into the console room, lights dimmed, and sure enough, there he was, wide awake, sitting on the floor. He didn't look angry or upset any more, in fact, quite the opposite. His face was bathed in light, the device it was emitting from was out of her line of vision, in front of him, and he was staring into the light with another expression she'd never seen before. It was guarded and under close wraps, but beneath the surface it looked to be one of almost heartbreaking emotion.

Clara decided that she couldn't just stand there and watch him, so took a few steps into the console room. Her slippers made a metallic sound against the floor; she knew he'd heard her, but he didn't move. He had his legs crossed and his back straight like a well behaved school boy. As she moved further into the room, she could see what all of his attention was currently focussed on.

It wasn't a device, it was a projection from the console itself. Clara had seen a fair amount through the time she'd spent with the Doctor, she didn't think anything would surprise her now. However, she certainly hadn't expected to see what she did then.

The projection was of a girl.

A -human- girl by the looks of it, although she could well have been Gallifreyan, Clara presumed. She was just standing there, a hologram, partially see-through...

And the Doctor was looking at her as though she was the sun and stars.

Clara walked further into the room, even more curious now than she was before. When she was standing only a few feet away from the Doctor, she stopped. Her eyes flicked from his stationary form to the projection of the girl.

She was young, couldn't have been long out of her teens, Clara guessed. She had soft, gentle features, but the determined set of her jaw suggested other characteristics. She had a small nose and a pointed chin and full lips and clear, pale skin. Her eyes were large and brown, framed by long lashes and arched eyebrows. Clara took into account the sweep of her prominent cheekbones, her modern Earth clothes and her shoulder-length blonde hair.

Clara's eyes narrowed. Who was this? A family member he'd lost? Someone he knew who was connected with the race they'd decimated earlier that day? The girl was fresh as a daisy with youth and would not look out of place in London. Was she real? Was she dead? Was she just a concept? Was she important?

However, one glance at the Doctor's look of contentment with an undertone of...was that longing?...made her feel like she'd missed something.

They remained in silence for a few minutes, the Doctor's eyes never leaving the hologram, Clara's flicking between the two, desperately trying to make a link. She shifted a bit to the side, and the light from the projection reflected off tear tracks on the Doctor's face. Silent and solemn, he continued to gaze at the image of the girl, and Clara's heart constricted just a bit. She had no idea what was going on, but it was obviously killing him.

The panelling beneath her clanged slightly as she sat down beside him, the metal cold through the thin fabric of her pyjamas. She saw an eternity of pain in his eyes, but he still didn't acknowledge her presence. She wanted to ask so many questions, but couldn't bring herself to break the moment.

Silence engulfed the pair for another minute or so, the steady rhythm of breathing was reassuring and soothing for Clara, who was now feeling the exhaustion. Maybe she shouldn't pry into what was obviously a private matter and just return to her room...

"They didn't have to die."

She started and glanced at his profile. He didn't take his eyes off the hologram.

He heard her question in her silence.

"Today. I killed them. I could've stopped them, I could've punished them or banished them, but they didn't have to die."

"Doctor, they were gonna detonate-"

"Yes, but there was a loophole, there is always a loophole. I thought of it now, I could've done so then, but I didn't. I wanted to kill them, I wanted to see them die."

Ok now he was scaring her a little.

She was quiet, silently inviting him to continue, because she was now more confused and curious than she was before.

"It's her fault. They're dead because of her." A tiny nod towards the girl.

Clara's eyes traced the shape of the girl. She didn't look much like a killer.

"You wouldn't have picked up on it. They said I'd turned the flower into a wolf. That whole rant was an attempt to break me. They said I'd killed it, petal by petal, and trapped the wolf forever in misery. Do you remember?"

"Yes. I mean, not exact details, but yes."

"They went too far. They miscalculated. They were trying to make me weaker but they made me angry. Old wounds made me stronger. I killed them for what they said about her, for the memories they brought back."

"What they said...that was about her?" She asked.

The Doctor swallowed painfully and nodded.

He still hadn't looked at her, Clara was almost thankful for this. So many questions...

"Doctor who was she?"

He sighed almost inaudibly. She could practically see him pulling up the barriers again.

"She was...is..."

He trailed off, silent once more. She had to know.

"Is she human?"

He let out a short, quiet laugh which rang with self-loathing. "As human as they come."

"So...a friend?" The conversation was progressing at a frustratingly slow pace, but at least it was progressing.

"A friend." He said in agreement. No, that didn't sound right at all, not even to her, who knew nothing about this girl.

The Doctor had never spoken properly about his past, or those involved in it, so it didn't come as a surprise to her that he was being so ambiguous. He was hurting, torturing himself, going on outward signs, but she knew nothing of the situation.

Clara's gaze drifted inevitably back to the human in question. Just a girl, a young human, the mere mention of whom had him slaughtering tens of thousands. She smiled slightly, must've been one hell of a friend. The jealousy she'd expected didn't come, just respect and slight admiration.

"She's beautiful." Clara said easily, truthfully.

A small smile appeared on his face, a smile that could rebuild galaxies and clear away the dust of ages and spread knowledge and goodness to the darkest corners of the universe. Cliché, she knew, but true.

"Yes. Yes she is."

Another moment of silence.

"Tell me." She said, not asked.

"Clara...what happened...I don't like to think about-"

"No, not what happened, just tell me. Tell me about her."

For the first time since she'd entered this private moment, he tore his eyes away from the projection and looked at her. He smiled softly again, she wondered if it was because she'd said something right or that he was already lost in memories. Her interest was piqued, however, and she was intrigued as to who this stranger was.

He looked back at the projection and shifted slightly, obviously deciding where to begin. She angled herself to face him a bit more and waited patiently.

"She was 19 when I first met her, just this human girl who happened to be in the wrong place at the wrong time." He laughed softly to himself "I blew up her job. After that I ran into her a few more times and... well, she saved my life. And the whole world as well now I think about it. Just a 19-year-old who I hardly knew, who I met by chance."

The hologram stood static and unmoving, just a life-sized image, flickering slightly.

"She came with me, like you have. We travelled. Proved herself more than slightly practical and resourceful, not to mention brave. I'd be dead 10 times over without her. We faced an old enemy of mine. There was no chance of us escaping so I sent her home to protect her. Of course, she was having none of that. She broke open the console and stared into the heart of the TARDIS, absorbing the Time Vortex."

Clara's brow furrowed.

"What, like, the whole thing?"

"All of it. All of time and space, everything, all in the head of a teenage human. She came back for me, she destroyed every single Dalek and saved the universe. I took the vortex out of her, but it meant I had to change my face to survive."

Clara nodded. "I think you mentioned that to me..."

"Regeneration, very useful."

"Go on."

The Doctor leaned back on his hands, still looking at the girl, but more relaxed now, happier.

"She stayed with me. I thought she might want to leave since I looked different but she stayed. I thought it would last forever, and in a way it seemed like it did. We were travelling together longer than any companion I've had before, that was my first mistake I think."

He glanced down into his lap, Clara sat more upright.

"She was taken from me. Lost to a parallel universe while we were saving this one, the walls were closed, I could never see her again. I moved on, I travelled with two others, oh they were brilliant, wonderful humans, you're so much greater than you give yourself credit for."

"Thank you!" Said Clara smugly, on behalf of her species, then her smile dropped slightly. "What about her? Did you see her again?"

The Doctor grinned. "Yes I did. Once more the universe was under threat blah blah all in a day's work, am I right?" She smirked in response. "Only this time the scale was too huge. Stealing planets from the sky, billions held hostage, I was out of my depth."

"I can't believe you just admitted that."

He gave a small smirk "I'm not that self-righteous!"

"Anyway, I somehow assembled a team. Old friends, new ones, we were reunited. The walls of the universe were breached and she managed to cross."

His eyes clouded over slightly, reliving it.

"We did it. We stopped them, stopped them destroying everything in existence."

"What? You mean the time with all the planets in the sky? With those metal things?"

"Yes. Daleks. We sorted it." He shrugged.

"I was so scared. I owe you all thanks. The whole world does."

He smiled. He rarely got thanked, she knew.

"I had to let her go again. There were two of me, long story, I'd cloned myself, but the other me was human. He stayed with her because I couldn't. I thought it would settle my conscience, she was happy with another me."

What about you? Clara thought to herself. It's all very well that she was happy, but was he?

"What was she like?"

It was cold, colder than she was used to in the TARDIS, and the ship was humming mournfully.

"She was..." He swallowed hard. Maybe bringing up painful memories wasn't such a good idea, he looked to be on the verge of tears. She knew he wouldn't cry, not in front of her, but she didn't want to cause him more hurt than necessary.

"She sounds pretty special." Clara finished for him.

"She was stubborn, and occasionally naïve, and often argumentative, and brilliant and fantastic and..."

He needn't finish that sentence; the look on his face spoke the rest as clearly as if it were physically written there; "She was mine."

Clara was not stupid, and what's more she was human, and right now the Doctor had never looked more human. She wondered how often he did this; how often he tortured himself with nothing more than an image, just so he could see her. The Doctor she knew never looked back, the reason being because it was too painful, but at that moment, it was almost as if he couldn't help himself. She acknowledged the slight bitterness she felt, only natural she supposed; she was a replacement, and after the description she'd heard, a pretty poor one at that. However, she wasn't this girl, and she wasn't going to try and be, but obviously she had meant a lot to the Doctor. That was putting it lightly; he had that expression on, that look in his eyes, the longing furrow of his brow but the gentle smile of happiness: he was totally, utterly besotted. Whoever this girl was, it was plain as daylight for anyone with eyes that he completely adored her.

They sat together for a while, Clara wasn't sure exactly how long, just quietly observing the hologram. She took his hand in hers, offering him physical and moral support and he squeezed hers in thanks. She had a feeling she would never see this side of him again after that night.

Eventually exhaustion overwhelmed her and she pulled herself off the console room floor.

"I'm off to bed."

"Good night. And thank you, Clara."

She smiled from the doorway. "You're welcome Doctor." As fond of her odd companion as she was, she didn't really fancy sticking around for much longer while he sat there with that rather love-struck expression. Then again, the Doctor would never admit to being in love, luckily for him, he now didn't have to. With a last glance back, she left the room.

Half way down the corridor she realised something.

Popping her head back into the console room, she saw he hadn't moved. "Only for tonight," she thought to herself "You'll never see him like this again. You just happened to catch him in a moment of weakness, he'll be back to his usual self tomorrow."

"Doctor?" She asked.

"Hmm?" He said after a moment.

"What's her name?"

His face broke out into a genuine smile; glorious and gut-wrenchingly happy yet simultaneously tragic.

"Rose. Her name was Rose Tyler."