Above the Powder Sky

**I am officially stunned—no, blown away—by how this story has taken off. This is fantastic and brilliant and—gah, I love you all so much! Anyway, I'm doing my best to update this story fairly often, but two things get in the way: 1) the other Fanfic I'm working on, which has to be finished by August 23rd, and 2) real life college stuff, with essays and work and bleh. Also, school's starting up again, so I'll have even less time. The good news is that I do have an ending. All I have to do is get there!**

As popular as Hyde Park had been, the Doctor thought he'd be prepared for the crowds, but he'd clearly forgotten how hectic London night life could be. It was all he and Rose could do to squeeze past the crowded lines, flash his physic paper, and enter the fair, Doctor style.

"Tickets! Prizes! Everything you could dream!"

"Hot tea over here, perfect for the ladies!"

"Get you're fish n' chips, mates, best fish n' chips this side of London!"

Faster than the Doctor's brilliant Time Lord mind could fathom, they were surrounded by vendors. The early-risers had been lucky enough to secure spots right in front, while those less fortunate called out to wanderers with a sort of desperation. Next to them a baby had begun to cry, and a young toddler was pouting because his ice cream had fallen onto the dirty cement. Not two steps away, the Doctor averted his eyes away from a couple engaged in a heated snog, only to spot a pickpocket working his magic on the lovers. It was a frenzied mess, with no sense of order or control.

And Rose was loving it.

"Oh, look at that!" she shouted, pulling the Doctor by the hand through the monstrous crowd and towards a large building. Over its door was a brightly lit sign that read, "This Crazy House of Mirrors".

The Doctor muttered, "Oh, no," but he allowed himself to be dragged inside anyway. If Rose was having a good time, then so was he. And he was never one to pass up the opportunity to hold Rose's hand.

They weaved their way through the maze of mirrors, chuckling at their distorted appearances. There were very few other people in the House, so Rose could laugh as loudly as she wanted to when a mirror made the Doctor's waist expand. "Look at the meat on your bones!" Rose snorted, "Won't Jackie be proud!" But the Doctor was able to return the favor when they came upon a mirror that made Rose's face turn upside down.

As soon as they left "This Crazy House of Mirrors", the Doctor nudged his companion towards the Ferris Wheel, which towered over the rest of the fair. The blinking lights and carnival-style music emitting from giant speakers drew the Doctor's curiosity, but suddenly Rose began to pull away from his grip. "Not that one," he heard her squeak behind him.

The Doctor turned and was surprised to see that Rose's eyes were as wide as saucers. "But it's a slow one. It's not a roller coaster—" Then it clicked. "Wait, don't tell me…you're afraid of heights!"

"Am not!" Rose protested, but her iron grip told the Doctor a different story. "I'm just…not too fond of Ferris Wheels, that's all."

"Rose Tyler," the Doctor said. He stepped towards his companion until they were within whispering distance. "You've faced Daleks, Cybermen, mind-controlled Oods, Slitheen, cat nuns, the Devil himself, all without batting an eyelash." He glanced towards the Ferris Wheel, which had gone from bright blue to neon green. "And you're telling me you're scared to go on a giant wheel that slowly spins around in a clockwise fashion?"

Rose bit her lip and lowered her head, blushing slightly as she recalled memories from long ago. "I'm fine with the whole wheel thing, it's just…something happened and now, every time I see Ferris Wheels, I think of it."

"Ah. Fear of a memory." The Doctor nodded and looked down at their clasped hands. He suddenly found himself wondering how much bigger his hands were compared to Roses'. What would they taste like if he licked them, right here, right now—No, no, the Doctor mentally shook himself and pushed away those kinds of curiosities, lest they get him into trouble. Instead he said, "But memories can be replaced with better ones."

"Not this memory." Rose was upset, and if she was upset, than so was the Doctor. "Can't we just, I don't know…ride the merry-go-round or something?"

"Yeah, we could. Or," At this, Rose looked up and caught the Doctor's eye long enough for him to wink at her. "You could swear on the potassium content of bananas that after we've ridden the merry-go-round, and eaten, and maybe played a few games, you would ride the Ferris Wheel with me."

"But Doctor—"

He ignored her and waggled his eyebrows, an expression that had the potential to win her heart and soul any day. "Swear it!"

Rose blew out a puff of air in exasperation, and the Doctor tried not to look like he was inhaling her breath like much-needed oxygen. "Fine. I swear—"

"By the potassium content of bananas…"

She giggled. "'By the potassium content of bananas' that I will ride the Ferris Wheel with you. But only after we've done everything else this fair has to offer!"

"You're wish is my command," the Doctor said, grinning like the star-struck fool he was. He readjusted his hold on Rose's hand, and together they walked toward the glowing merry go-round in the distance.

Rose tried to drag out the minutes (to hold on to this night forever or postpone a ride in the Ferris Wheel, she wasn't sure which), but eventually the Doctor had to remind her that her time on the carousal was up.

"Oh, do we have to go?" she asked innocently. "You're not having fun on…" She checked the name printed above the Doctor's steed. "Dynamite?"

The Doctor frowned and looked down at the plastic horse he was currently straddling. It was painted jet black and had stars painted on its flanks, and made in such a way that the horse seemed to be leaping for outer space with each turn of the merry-go-round. But the image of the Oncoming Storm riding a plastic horse named Dynamite sent Rose into a fit of giggles.

"What?" The Doctor frowned, not realizing that his face only made Rose laugh harder. Didn't he have any idea how adorable he looked? Rose bit her lip and attempted to school her features. Her horse wasn't much better: completely white except for the flanks, which were decorated with little plastic roses. And, of course, the horse's name happened to be Rose. "What's wrong with his name?" he asked.

"Nothing." Human Rose gave him the sweetest smile she could. "I like the name Dynamite. It…suits you."

The Doctor leaned forward and waggled his eyebrows. "Oh, it does, does it?" he said, waggling his eyebrows.

Rose froze and couldn't help a blush rising up her cheeks. If he was implying what she thought he was implying…

But the Doctor either had no idea that his words contained a double meaning, or he was very good at changing topics. "And a good name for me, too. One zap from my sonic screwdriver and a whole computer system explodes. Well, on second thought, it's best not to do that. Gets a bit messy, what with strewn parts everywhere, and I'd hate to break their lovely merry-go-round."

"Not that you'd pay for it," Rose muttered as she stepped off the carousal and back into the carnival crowds.

"I heard that!" He jumped in front of her and stood there, cutting Rose off from escape. "You, Rose Tyler, are rude."

"Learned it from the best."

"Oi!" The Doctor was somehow able to retain a straight face as he attempted to salvage his dignity. Rose, on the other hand, had to bite her lip to stifle a laugh. "Once again, rude. Now you have to apologize."

Rose raised her own eyebrow and crossed her arms over her chest. "No, I don't think I do. In fact, it looks like you," She poked the Doctor's chest, pushing the Time Lord back on his heels and then forwards again like a pendulum, "have to apologize to me."

"What?"

"You cut my ride short."

"Did not." The Doctor sniffed his nose indignantly and mirrored Rose's crossed arms stance. "And even if I did, it was because I was thinking of all the kids waiting in line."

Rose laughed aloud and the Doctor finally couldn't help it. Seeing Rose Tyler smile made him giddy all over, and that made a grin spill over his face as well. In between giggles, she said, "I'm still not apologizing."

"Oh, yes, you are!" Before Rose could defend herself the Doctor's hands came towards her and began tickling her sides.

"Stop it! Stop—hey, cut it out!" Rose shouted, laughing with the Doctor as she tried to shove his hands away. But her efforts were in vain. She was quickly realizing that Time Lords were tickle masters. "Alright, alright!" She was finally able to grip the Doctor's arms. They stood like that for a moment, a little closer than arm's length apart and breathing heavily. Rose was only mildly aware of the surrounding fairgoers, who walked around them and occasionally glanced in their direction. She thought she caught an elderly man winking at her, but he was gone before she could be sure. Sighing, Rose tucked a strand of hair behind her ear and said, "You win. I'm sorry I called you rude." But as the Doctor's mouth turned upwards into a triumphant smirk, she couldn't resist having the last word. "Rude and not ginger."

The Time Lord's eyes widened and he opened and closed his mouth without success, while the pink and yellow human in front of him burst out laughing. Finally Rose took a deep breath and calmed herself. "Oh, I'm starved."

The Doctor twisted his arms around so he was holding her wrists instead. "Well, would you look at that? So am I. What'll it be?"

"You pick," Rose replied, shrugging her shoulders. But both of them had the same idea in mind.

Minutes later the Doctor and Rose were sitting side by side on a stone ledge, eating fish and chips out of paper bags with their fingers. They sat in a companionable silence, the only sound being the crunch of fried food and the occasionally sucking noise as the Doctor licked his fingers cleaned. Rose had long since become accustomed to this habit, a quirk that her mum detested in every possible way. But then again, Jackie had no idea what the Doctor did to Rose. Something about how he licked and sucked each digit, never missing a mark…

"It's rude to stare." Rose realized she had stopped eating and had been openly staring at the Doctor (or, more specifically, the Doctor's mouth) as he had been licking the grease off his index finger. Now embarrassed, she muttered something under her breath and went back to her food with increased vigor. She could feel the Doctor's eyes on her, though, and Rose's ears suddenly felt like they were on fire.

The Doctor crumpled his used paper and abruptly stood. "No time for sitting around like we're watching telly." She glanced up at him and cringed at how excited he suddenly looked. Knowing the last of the Time Lords, that could mean nothing good. "I believe there's a certain Ferris Wheel that's calling your name."

"Well, tell it to shut its gob," Rose muttered, but she finished the last of her chips and tossed them into a rubbish bin without any further protest. Now was as good a time as any to face the giant wheel of memories.

Hand in hand, they began to walk to the Ferris Wheel. The Doctor could tell that something was bothering Rose. What was it about a giant metal wheel that filled his companion with so much dread? He could feel Rose's hands tense up with each step.

"See that? You humans call it cotton candy, but the Luvinda species refer to it as sugar clouds." The Doctor pointed at a nearby stand selling the pink whipped sugar, but he made sure to keep half an eye on Rose, just to make sure she was paying attention. "The Luvindas are the best makers of candy and sweets this side of the universe. Except for chocolate, though, never go there for chocolate. You go to planet Chu for that. I'd offer to take you to see the candy factories on the Luvindas' home planet, but they're not too fond of humans. No, they say you humans copied their idea for sugar clouds, thereby stealing half the market in the process. Personally, I think they're just jealous."

"Seriously? What could they be jealous of?" Rose asked. She was grateful for the Doctor's attempts at taking her mind off whatever terrible memories she might have been thinking of. "And we're hardly off the earth at this point. Barely even made actual contact with aliens."

"True, but think about it. Sugar clouds? Come on, the name you humans gave the stuff is far superior."

The Doctor continued to ramble on about the differences between how each species created their version of cotton candy, but Rose was only listening with half an ear. Though it was fun to nibble the edges of such a delicate treat, she didn't care for the stuff as much as, say, her mum did. She opened her mouth to tell the Doctor about her mum's cotton candy addiction, but then closed it again immediately. They had reached the base of the Ferris Wheel, and unfortunately, the line wasn't very long. There would be no swaying the Doctor now.

The Time Lord craned his neck to look at the top of the ride, before turning his head to Rose and saying, "Ready?"

Rose nodded, and answered the Doctor's squeeze on her hand with one of her own. They stepped into the line.

Before Rose could really think about what she was getting herself into, they were standing in front of one of the Ferris Wheel seats. It was little more than a red, open-air metal bench with one yellow safety bar to hold the riders in place. But the Doctor didn't hesitate. He swept past the ride operator's impatient hand, sat on the far side, and jerked his head in Rose's direction. "Come on."

Rose didn't reply and settled herself down in the seat as quickly as possible, trying not to visually flinch when the operator pushed the yellow bar down with a slam. Then, with the push of a button, they were off.

It was slow going, but Rose had to admit, the view was incredible. At first, she was happy with just being able to see the whole fair, but then the Ferris Wheel brought them higher and higher. They cleared the top, and suddenly Rose could just barely see downtown London in the distance. If she really squinted, she could make out the London Eye.

"Doctor, 's beautiful!" His reply was a happy hum.

Now they were cycling backwards, and it seemed to Rose that they were descending at a much faster pace than they had been ascending. Rose bit back a sad sigh. It was so nice, being with the Doctor up here. Hard to get him to sit anywhere for more than five minutes, so this was really a treat…

As if answering some kind of universal irony, the Ferris Wheel waited until they were half-way to the ground before breaking down.

The ride jerked, and Rose's hand shot out to grab the Doctor's. She heard a few shouts of surprise here and there, but then the wheel stopped completely, and the shouts turned into groans. Cheap rides with almost constant break down cycles was one of the many problems of a local city fair. Rose joined the other riders in glancing downwards and seeing that the ride operator was furiously tapping away at the controls. Watching him kick the machine a couple times made her wonder if today was one of those long, hard days for him.

"Well, this is…unfortunate." Rose made to give the Doctor a glare and a talking to about just how "unfortunate" this all was, but she was surprised by the look he was giving her. It was his crafty face, with eyebrows raised and mouth turned into a small smirk. It was his you've-got-an-embarrassing-secret-and-I'm-not-leaving-until-I-learn-what-it-is face.

Rose tried to ignore it. "But you've got your sonic screwdriver. Just give the Ferris Wheel a zap and we'll be on our way."

The Time Lord had the nerve to casually scratch under his chin before answering. "Well, I could, yeah…but then again…" His brown eyes locked onto her hazel ones. "You haven't explained why you're afraid of Ferris Wheels."

"Is that what this is about?" Rose retorted. When the Doctor gave nothing but an encouraging nod, she bit her lip. "Promise you won't laugh?"

"Promise."

She groaned and ended up putting her head in her hands. From the safety of her palms, she mumbled, "Thiswasmyfirstkiss."

"Hmm? Sorry?" The Doctor leaned forward. "Didn't quite catch that."

"I had my first kiss on a Ferris Wheel, alright?" Rose said, only able to look at the Doctor for a few seconds before embarrassment kicked in. "It was some kid named Kyle. We were in kids and his friends dared him to kiss me on the top of the Ferris Wheel. He did, and it was disgusting."

"Disgusting?"

Oh, she so did not want to be discussing proper kissing techniques with a sexy Time Lord sitting right next to her. "Again, we were young and neither of us had kissed anyone before. He wasn't the only one, though," Rose went on, cutting off the Doctor's next words, "I was sixteen and there was this…guy, named Jimmy Stone. We met in some fair out by Greenwich. He seemed like a good bloke, 'cause he was in a band and all. Thought he was daft, asking me if he could take me for a spin around the Ferris Wheel."

She peeked at the Doctor to see how he was taking it. No reaction so far, except for a strange look in his eyes. Rose would have called it jealousy if she knew what that looked like on a Time Lord. "Anyway, we kissed, and we started hanging out. Mum wasn't too fond of him, though. Plenty of fights about that. And then he was asking me to come with him and the band and I was packing my bags, simple as that."

Rose looked down at her hands. The Doctor still clasped her right hand, but she felt distant from him. What would he think of her after this? Would he see her actions as anything other than unjustifiable? "But it didn't end well. Jimmy would drink, and get angry, and…set his rage out on me."

She felt the Doctor's hand clench tighter on hers.

"When he started flirting with other girls, I decided that that was the end of me and Jimmy Stone. But he…he didn't let me go so easily. Had to outrun him. Easier said than done, of course, but I must have passed some witnesses or somethin', cause somehow I made it back to mum."

Rose closed her eyes and took a deep breath. "So that's it. That's why I don't like Ferris Wheels. They're pretty nice, on their own. It's just all the bad that comes with it."

There was only silence from the Doctor. Rose didn't know if that was good or bad, but she was too afraid to check. Then the Doctor spoke.

"Rose," he said, "I…I'm sorry I forced you into this. If I'd known…"

"You couldn't have. Don't worry 'bout it." She glanced up and met the Doctor eyes, so deep and bottomless, but filled to the brim with something she couldn't describe.

Indeed, even the Doctor couldn't bring himself to describe it, much less label it for what it was. He looked at Rose Tyler and found yet another layer to her that made her so special, so fantastic, and so utterly brilliant that it took his breath away. One image of her was swinging to him on a rope somewhere beneath London, filled with a selfless bravery he could never match. Another had dirt-stained knees and a pink dress, holding up an empty jar with a smile that could light up a black hole. And now he had a third image: Rose Tyler, a human who had experienced suffering, but refused to give in to hopelessness. Not when there was a way to rise out of such despair. She was more than he deserved, so much more. How could the Doctor even begin to compare himself to this pink and yellow human?

He felt something. Something was touching the corners of his mind, tingling and tickling him in an odd but pleasant sensation. Was this what…that felt like? Was it really…that? What a coward he was. Even in his mind he couldn't bring himself to say the words that always lived in his hearts. Was he going to kiss her now? Maybe a hug would do? What was that feeling…if he could just get closer to it…

"Doctor?" Rose asked, staring hard into the Time Lord's eyes. His gaze seemed to pierce through her, like he was concentrating deeply on something beyond her knowledge. Was he in a trance or something? Once again her mind wandered and she imagined herself leaning forward ever so slightly and snapping the Doctor out of his reverie with a kiss. Well, now that she thought about it, it would probably be more like a hearty snog.

But before she could act on her wild impulses, the Doctor's head snapped up. "Rose!" he said excitedly, "The TARDIS! It's landed! I know where it is!"

Rose was shocked, but then thrilled, as the words sank in. "That's great, Doctor!"

"It's more than great, it's brilliant! Fantastic!" He enveloped her in an enormous hug, which Rose returned with enthusiasm. It wasn't a kiss, but it was something.

She leaned back and grinned. "So where is it, then?"

The Doctor glanced down. "Well, uh…about that…"

"Don't tell me it's on the moon or something."

"No, no, it's on Earth. Only…" His hand crept up to scratch the back of his neck. "You might not like where."

**Whoa, this turned out to be a lot longer than I was anticipating. Enjoy it! Sorry, but it might be the last one you're getting until August 23rd.**

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