"'Time Lord'?" Fern asked ripping her gaze away from the beautiful array of stars outside, to The Doctor.

"A Time Lord," the Doctor turned his gaze back to the stars outside, "is the race of which I came from. I'm the last of my kind." Fern frowned.

"So you're all alone?"

The Doctor nodded sadly. Fern hugged The Doctor, her head only reached his waist, so she was hugging his legs.

"Hey, you're not alone now." The Doctor looked at Fern confused.

"What do mean?"

"I'm going to stay here, and be with you when we go on adventures!" The Doctor went wide-eyed.

"No, we need to find your parents. You can't go on adventures with me."

"But, Doctor-"

"No buts, we're going to find your family." The Doctor closed the T.A.R.D.I.S. doors, and went to the control panel. He started pushing buttons and pulling levers, at one point he picked up a hammer and pounded it on the counsel. Fern started slowly up the ramp, looking at The Doctor the whole time going up.

"Doctor-"

"Not now, I'm busy."

"Doctor-"

"Busy!" Fern sniffled.

"They're dead." The Doctor froze, and he stared at the small girl in front of him. Fern was crying, her cheeks were now tear-stained and red. The Doctor slowly walked up to Fern, kneeled before her, and enveloped her in a hug. Fern sobbed into The Doctor's shoulder, her small, fragile body shaking with each sob.

"I'm sorry,"

Fern sniffled, and took a shaky breath.

"Doctor..."

"Yes?"

"So, we're kinda the same, ya know? With us both being alone."

"I guess so."

"So, I can stay now? With you? To travel, and go on adventures?" The Doctor pulled away, he picked up Fern, balancing her on his hip.

"Yah, I guess you can stay with me."

"Yay!" Fern hugged The Doctor again, with him hugging back. They pulled away, and Fern yawned. When she did, she rested her head on The Doctor's shoulder, he smiled.

Fern gave a smile before her eyelids started to droop. She fought them to stay open so she could stay up longer, but, sleep was overcoming her and she soon fell asleep. The Doctor smiled, then pulled away from the control panel. He climbed up the ladder in the T.A.R.D.I.S. and started down a corridor that held some bedrooms. He opened one of the doors and stepped in.

The room was painted a T.A.R.D.I.S. blue, with a single bed that had white sheets and blue pillows. A nightstand beside the bed had a lamp resting on it. The Doctor pulled back the blankets and laid Fern on the soft mattress. Fern squirmed for second before calming down when The Doctor pulled the sheets over her. He started to tip-toe out, when he was stopped by a little voice.

"Doctor?" The Doctor turned around, and looked at the little girl who was just sleeping moments before.

"Yes?"

"Stay..." Fern looked so scared, the small child looked like she had seen too many scary movies at once. The Doctor looked at Fern. "Please..."

The Doctor's face softened.

"Yah, I'll stay here. Until you fall asleep." Fern gave a small smile, then went back under the covers. The Doctor pulled a stool that was in a far corner over to where the bed was. Fern had closed her eyes, and her breathing was gradually slowing, showing that she's falling asleep.

Fern's breathing had been slowed, and The Doctor was getting ready to leave when he remembered that, when Fern wakes up, she's not going to know the way to the central control room. So he found a pad of paper from the nightstand and a pen, and drew some arrows on the paper. Hoping that Fern would be clever enough to understand that it's directions.

Before The Doctor left, he bent down, and kissed Fern on the forehead, rubbing where he kissed with his thumb.

"Goodnight, Fern."