Penelope watched from the jump seat as Rose held tight to the Doctor. She could see her whispering something, and really hoped it wasn't about her. But from the guilt ridden looks that came her way, she knew she wasn't that lucky.

They parted and Rose went into the TARDIS' hallways, claiming she needed a good sleep after everything. Although the blonde girl couldn't help but cast a few more looks towards Penelope, she had been horrible to her when she had been grieving. How could she have known? But she saved her life anyway, getting down in front of Toby and getting rid of him. Rose didn't know why, she had been so so horrible to Penelope and yet the girl helped her anyway. She hasn't even said thank you. Maybe she could make it up to her best friend, maybe.

Penelope looked away from her, away from the Doctor. Staring straight at the console, she couldn't help her own crushing guilt.

It was quiet for a moment, a moment that felt far too long inside her own head. Then he was in front of her.

His hands were soft, and warm, the only chill being the silver wedding ring that they still shared. He was softly caressing her face, watching her concerned as she sat there unblinking.

"Penelope."

"I left you."

"No-"

"Alone on a planet falling into a black hole. How could I do that to you?"

"You had to help those people, Scooti and Zach. They wouldn't have left you behind."

She blinked away angry tears, who was she even angry at? "You wouldn't have left me behind. I should've stayed, if I hadn't gone with Scooti none of this would've happened."

"I still would've gone down." She laughs, unamused and unable to look at him. Despite the warmth coming from his hands, she was cold.

"Not without me you wouldn't."

"I know."

"I'd go straight after you kicking and screaming-"

"I know."

"I would have held onto the outside of that damn lift if given the chance. To hell with needing a spacesuit."

He moved her head slightly, finally getting her to look at him properly. "Penelope, I know." It was the way he said it, she knows, but it felt like a weight had lifted. He knew. She pulled him into her arms, standing from the jump seat, tears soaking the back of her eye.

"It didn't feel real. I didn't feel real, it felt like I was drowning. And what that monster said-" He stepped back from the hug and took her right hand, crossing it over to the left side of his chest. There was a beating under her hand, which she watched closely.

"Can you feel that?" She nods and steps a little closer, at this point she was calming down. He moved her hand to the right side, the same rhythm hit her hand. Her eyes lit up, fascinated, lifting her left hand to place that on the other side, his heart's rhythm felt like a constant drumming. "You are real Penelope Adaams, please trust me on that, there is nothing I've ever been more sure of. I don't even know what I would do if you weren't."

"I don't know what I'd do either." The Doctor stood there, watching her closely, the last time he had seen her she had been unconscious. He had tried to leave her a message, did she get it? Zach had told him about how dead Penelope had looked, and it scared him a little - well, a lot more than a little - he was terrified. Terrified of her dying. Which confused him so badly, she was human, she would decay, and he couldn't bring himself to let go of her. Maybe he should try, even though it would hurt them both, try and get some distance. Take it slowly - he had selfishly considered it before, but it felt like there was more of a reason now.

"I have a message from your cousin. Something about her boyfriend?" The ginger girl laughed, the sound almost foreign to them after all they had been through today.

"Still a boyfriend? Thought I had convinced him to marry her by now. What did she want?" He led her slowly to the console to show her the message, barely looking away from her. He knew what he was doing, but she hadn't caught on.

"Some advice, asked if you could take a trip to see her and spend some time together. I told her I would ask you, she asked me if-"

"-you were my boyfriend? Yeah she is always trying to set me up, we're only 5 years apart." She stopped, looking up at him sadly, which caught him off guard. "I guess we're 10 years apart now, don't know how I'm going to explain that."

"You'll be fine, you still look the same." There was a pang of guilt in his chest, still annoyed with himself for letting her do that. She looked up at him from the corner of her eye, accusatively.

"The same?" He started to panic a little, knowing she could be messing with him but not taking that chance.

"I- I mean you look great. Amazing, just amazing I swear. It's as if you haven't aged. Here's the message." He pulled up the conversation log and let her go over it. She glared at him playfully and he calmed down, he wasn't in trouble, and she was distracted from the fact he was trying to distance them a little by sending her to her cousin.

"She's an idiot, Jeff isn't even that attractive." He scratched his chin, looking over the log with her. Although he was a little happy to hear that, her cousin had gone on for ages about 'Jeff' and it had made him a little curious about what Penelope thought.

"The TARDIS has actually hidden most of the conversation about Jeff, she went on for ages. She never stops, your cousin."

Penelope lets out a small laugh, smiling as she goes through their conversation. "She does not." The woman frowns, "she really threatened you here, but it's hidden what you've said."

"Yeah, something, it just- look she asked for you to go visit, maybe you should because you've already had a call from you aunt and now your cousin. She lived with her aunt right." She glared at him again, turning away and walking off with the log, pacing around the console. He followed closely, watching over her shoulder.

"She does ask repeatedly for me to visit. But-"

"Penelope I'm okay, Rose is okay. Four people are alive because you helped them, you deserve a break. You had to be me on that planet and I wasn't there for you, you did so, so well." He put his arms around her waist and kissed the top of her head. "I wasn't able to keep you safe and that- please just go somewhere I know you will be okay for a while."

She sighed, putting the log to the side as best she could with his arms around her, and turned to face him. "It feels like you're trying to get rid of me."

"I want to keep you safe, and I don't know yet if I can do that with you next to me."

"What about Rose?"

"She's been with me longer, I don't worry about her as much as I worry for you." She wanted to say no, but she remembered the way she ached without the Doctor, and how scared she was. She didn't stop to think about how it might've affected him. She contemplated it - it couldn't hurt to see her cousin, she missed how close they used to be.

"You know how to flatter a girl Doctor."

"Only you, only ever you." Her face slowly started to go red, something the Doctor had missed seeing so damn much. It just made him feel more guilty that he was pushing her to see her cousin.

"I will go and see my cousin and her boyfriend, I will give them the advise they need, and then you will pick me up when I call. You will not leave me in Leadworth, there is nothing to do and I will go insane." There was a pit of guilt in the Doctor, it felt like he was swimming in it. But he wanted her safe more than anything else, and if this is the only way then so be it. He needs to prove to her that she can live without him and the stars. And prove to himself that he can live without her.

But slowly. He can't just cast her aside. It should be gentle. It has to be slow. He wants more time. He needs more time with her.

"Alright Penelope. Let's get you to Leadworth." He pulled her along by her waist, her smaller legs were not prepared to keep up, and she was very grateful for his arm.

"Actually drop me at home, I can grab a train and sort out some stuff to take with me." He nods and leads her to the jump seat, walking backwards to the console and smiling at her. Something felt wrong - off, maybe - to Penelope. Something bad, something that made her feel cold again.

"Penelope?"

"Something feels wrong Doctor. I can't explain it, but I feel cold." He walks over to her again and takes her hand, placing it over one of his hearts, feeling the rhythm again helps calm her down, but the tips of her fingers remain cold.

"We are real. Everything will be okay, I promise."