"She was the first one to come with me after the time wars." The Doctor cracked a smile as he leaned against the railing of a ledge that looked over the different mechanisms of the tardis, "My Rose..."

The Doctor had taken Frank somewhere on the ship that he had never been before. It was impossibily high up, looking down over different lights, machines, and noises. The had come here, and simply began to talk. They had talked before, but never much about the past or those people associated with it.

"She was the first one to help you through it." Frank said, watching smoke rise and disappear near where he was leaning over the railing.

The Doctor laughed, fondly, looking at the wall in front of him. "Oh, Frankie... She was the first one to get me through so many things..." He sighed as he tilted his head, "She was with me for two regenerations..."

"What happened to her?" Frank asked, fearing the worst for his predecessor.

"She was lost to me in another dimension." The small smile returned to his lips, "She still holds a piece of me with her, though... And I'll never forget her."

"I'm sorry, Doctor." Frank looked at the time lord before looking down again. He felt the Doctor's hand pat his shoulder before turned back to him.

"Without her, who knows where I would be." He smiled at Frank, "She saved me, and lead me to so many more adventures. So many new people and experiences. It is sad, but it all really started with Rose..."

"What about your faces before that?" Frank asked, looking the Doctor in the eye now. "I mean... You've had eleven, right?"

The Doctor nodded. "This face makes twelve." He grinned, "First time being a ginger, though. Got the luck of the draw there."

Frank laughed, dropping his head to shake it back and forth. He watched a blue light blink in a slow, rhythmic pattern. Twelve faces... At least Frank was lucky enough to know at least one...

"What about you, Frankie?" The Doctor asked, tapping his feet together. "Have you got a dramatic back story?"

Frank laughed again before sticking his tongue out. "Give me a second to try and make it seem a bit more dramatic compared to yours." He grinned at the Doctor, "I grew up in a small neighborhood with my family. We didn't have much and still don't. Well... I don't, at least. I work in a low income job that barely pays enough to pay for my apartment, let alone a tub repair."

"Now, I have apologized multiple times, Frankie!"

Frank just laughed, resting his forehead on the bar that his arms were draped over. He sighed before continuing lowly, "You know about my grandpa... You gave me a but more time with him, even if he didn't realize..."

The Doctor smiled, scooting closer to Frank. "It was no problem. Your smile is prettier than your frown anyway."

Frank lifted his head to smile at his Doctor. "Same goes for you." He nudged the time lord before biting his lip.

The Doctor said nothing. He scooted closer to Frank, so that they were hip to hip, and leaned his head against him. Frank felt so relaxed by the time lord's closeness, he could of stayed like this for hours. However, he still had a small question nagging the back of his mind.

"Do you still love her?" He asked, almost silently. "Rose, I mean." The Doctor didn't respond at first, making Frank shut his eyes tightly in fear of the worst.

"I will always love Rose." He finally replied, "She left a special mark on me like no one before her had. When she left, I was a mess. I lost my Rose. However, time helps heal, sometimes... And I can learn to love like that again."

Frank let out the breath of air he had been holding in. That made him feel better; why did that make him feel better? His Doctor was now humming softly in a tune that Frank didn't recognize. Whatever it was, it made Frank's other worries slip away as he listened.

The tune was soft and soothing. Frank felt like he could fall asleep to it so easily as the Doctor continued. He felt himself drifting where he stood, just focusing on the sweet melody.

"Oh, Frankie! At least go to your room to do that!" The Doctor laughed, softly, as Frank nearly stumbled to the floor. The time lord wrapped his arms around the human to steady him. "Would you like to go rest?"

Frank nodded without openening his eyes. The Doctor smiled at him. "Piggy back then, let's go. I feel more comfortable with that method with the stairs we have to go down. I should talk to the tardis about installing an elevator the next time she starts cooking. That'd be neato."

The Doctor turned around, grabbing hold of Frank's legs while the human lazily wrapped his arms around the time lord's neck. Once he was sure Frank was secure, the Doctor began the trek down from the platform he had taken Frank to. It took about five minutes of the time lord continuing to hum his melody before they walked up upon Frank's room.

"We're outside your door Frankie." The Doctor spoke as he pushed it open, "Are you at all conscious back there?" The lack of response lead the Doctor to think otherwise.

He smiled as he walked over to Frank's bed. He sat down, releasing Frank's legs from his grip before reaching up to unhook Frank's tattooed fingers. The human fell to the bed, immediately curling up with his arms close to his chest.

The Doctor reached out and moved some of Frank's dark hair away from his sleep eased face. "I think I've learned to love again..." He whispered, keeping his hand on Frank for a few minutes longer. When he pulled away, he tilted his head at the human.

Frank was just so small, especially when he curled up like this. It made the Doctor chuckle. What an interesting little human...

The Doctor hesitated for a moment before bringing his legs up onto the bed and stretching himself out. He turned to face Frank, looking over the details of his face.

"Goodnight, Frankie." He whispered before closing his own eyes, keeping a mental image of Frank behind them.

---

The noise of the tardis went unnoticed by the large crowds moving through the streets. No one took notice to the large blue police phone box materializing around a corner, just behind a dumpster. So, of course, no one noticed the two men that popped out of it.

"It's good to be back in my own time!" Frank grinned, looking around eagerly. "Also good to have skipped through a few months and have landed in Rio! You astound me, Doctor." Frank laughed, hurrying to the corner to peak at all of the people walking back and forth.

"It's been awhile since I've seen a modern Olympics!" The Doctor grinned as he finished locking the tardis and wandered over to Frank, "Last time I only caught the opening torch. That was a bit muddled, though."

"Never thought I'd ever witness anything Olympic from anywhere but my couch..." Frank awed as a group of small children ran past, giggling while holding small Brazilian flags.

"Well, think again, Frankie!" The Doctor leaned against Frank, grinning from ear to ear. "We're here! A few days in, but still just as exciting."

"Can we go?" Frank asked, "What are today's events? What can we see? What-"

"Slow down!" The Doctor laughed, "I think I've over stimulated you." He stood upright and ruffled Frank's hair.

Frank swiped the Doctor's hand, playfully. "Sorry... Where can we start?"

The Doctor nodded towards the road, "Let's see, shall we?" He grabbed Frank's wrist and began moving towards the street. They were greeted by multiple skin tones, accents, and people of all walks of life.

"But soccer's that way!"

"It's called football, duh."

"Shut up, you wanna be!"

"Patrick! Don't be mean to your friends."

Frank pulled the Doctor into the stream of people, ending up behind a woman and three children. One was a strawberry blond, while the other two had darker tones of hair. The strawberry blond was looking up at the woman with annoyance.

"But, momma, I want to watch Pete Wentz play! He's gonna kick butt!" The boy, Patrick, jumped as he said it. He was obviously a fan of the man.

"We're on our way to the track and field events, Patrick, I'm sorry."

The two boys with Patrick and his mom stopped in their tracks, almost causing the Doctor and Frank to trip over them. The boy with curly brown hair looked up at them apologetically.

"Oh no! Steven, there were people behind us!" He squeaked, jumping to hide behind the other boy.

Steven put his arms back behind him to hold the curly haired boy's arms. "It's alright, Max. We're sorry." He addressed the two people in front of him, "We were gonna try and sneak away to get Patrick over to-"

"MAX SCHNEIDER AND STEVEN MARKOWITZ!"

"Oh shit..." Steven breathed out the words, shrinking at the names that were screamed through the crowd. The woman and her son appeared just then; the mother looking flustered while Patrick just looked confused.

"I told you to stay with me! We are going to meet your mothers at the track and field stadium!" She exclaimed while Max and Steven looked down with slight nods.

"Sorry..." Max whispered, twisting his fingers.

She sighed. "Just don't do it again. We'll meet your mothers, then go to watch Pete Wentz play."

Patrick's face lit up at that. "Really, mama? You're the best!" He hugged her leg, tightly, causing her to smile.

"If we don't hurry, we'll be late!" She warned, getting all the children ready to go in an instant. She looked up at the Doctor and Frank with a mouthed, "thank you" before the small group set off and disappeared in the crowd.

Frank blinked as he tried to fully comprehend the event that had just taken place before him. He turned to the Doctor, who was grinning like a madman.

"What?" Frank felt himself laugh. The time lord could find amusement in some of the strangest things.

The Doctor just turned to Frank, maintaining his smile. "Familiar faces getting a second chance, is all." He replied. He began to walk ahead as Frank tilted his head at him.

"You've seen their faces before?" Frank asked, hurrying to catch up with his Doctor.

"Just one. In the year three thousand."

Frank's eyes lit up. "You've been to the year three thousand!? What's it like? Do we live underwater?"

"What?" The Doctor asked with a laugh, looking at Frank with the shake of his head.

Frank rolled his eyes. "The song lied to me, I feel betrayed." He looped his arm around the Doctor's, pointing towards a large stadium ahead of them. "Are we watching track and field?"

"Would you like to?" The Doctor asked, looking at Frank with a smile.

He nodded with a smirk. "It's so fun to watch guys run around in circles for sport."

They followed the flow of the crowd, listening to the varying accents and languages surrounding them. Frank didn't think much of it, until a man with a German accent began speaking to a man with long hair in front of them.

"Sorry, mate, don't speak whatever you're sayin'." He said with an apologetic smile.

Frank's eyebrows furrowed. The man's accent may have been thick, but he was clearly speaking English. He looked over at the Doctor, who was happily taking in the colorful scenery behind around them.

"He wasn't speaking German, was he?" Frank asked, lowly. The Doctor hummed in question, turning to him. "Him." Frank whispered, nodding to the man who was now frowning as he diverted from the flow of people.

"Oh, yes, probably." The Doctor nodded. He laughed at Frank's perplexed expression, "Frankie, you've been on my ship for awhile now. The tardis translates languages, varying from written to spoken."

"So, I just understood German?" Frank asked in amazement. When the Doctor nodded, Frank laughed loudly. "Where the hell were you when I was failing foreign language in school?"

"Who knows..." The Doctor laughed, shaking his head at the excited human.

The two were swept up in the movement of people that flowed into the arena. They didn't object. In fact, the Doctor used his psychic paper to claim two seats in the lower level of the stadium.

"This is neato, ain't it?" The Doctor laughed as he sat down, scanning the track with his curious, hazel eyes.

"I'd say!"

Frank and the Doctor turned as two tall figures slid into the row next to them. The one closest to the Doctor had raven black hair that was swiped to the side. His friend had chocolate brown hair swiped the opposite direction on his head.

"Sorry." The raven haired boy smiled, sheepishly. He had a British accent that made his words politely find your ears. "I'm just excited! We came all the way from London to be here."

"Twelve hour flight from hell." The boy next to him groaned, plopping down in his seat.

"That sounds fun." Frank replied, sarcastically.

"Especially with Mr. eye spy over here." The brown haired boy jerked his finger to the other boy, who laughed.

"That's not my name! I'm Phil, and this is, Dan."

"Dan and Phil, hello!" The Doctor grinned, excitedly, adjusting in his chair. "You're from London? Oh, I miss it so much. It feels like ages since I've been there."

Phil nodded with a wide smile. "We come straight from the Queen's backyard."

The Doctor grew excited with Phil's words. "Have you ever met her? Quite the lovely woman. Her predecessors hold a bit of a nasty temper, though."

"Phil has a mask of the Queen, if that counts."

"Dan!"

Frank laughed as the three continued to exchange words and stories. As the conversation went on, Frank began to notice the Doctor's voice change. His usual tone seemed to be mixing with the Londoners; his words were slipping into a similar accent the more he added to the conversation.

Frank had a sudden flashback of the Doctor's words from early in their travels. "I was British, very British in a past life. Not even that long ago!" It was becoming more apparent now, with his conversation.

He just smiled as he turned to look down at the field. Runners were stretching, jogging in place, and talking amongst each other. Frank's eyed fell upon two in particular. Both had vibrant, unnatural, colors of hair sprouting from the tops of their heads. One had red, while the other had green, slightly reminding Frank of Christmas.

The man with green hair was wearing Ireland's colors, while the man with red hair seemed to be representing America. Even being from rivaling countries, the two were very close to each other, wearing small smirks on their faces as they looked into each other's eyes.

"Oi! When does the damn race start?" Dan asked, pulling Frank's attention back to the small group beside him.

Phil was on his phone, scrolling through something. "Soon! Within the next few minutes from what it says,"

"Who do we have running?" The Doctor asked, still maintaining his accent. "I haven't been keeping up with the track team circuit."

"None of them matter except Mark Fischbach and Sean McLoughlin." Dan said, grinning as he looked down at the field. "They certainly don't care about anyone else."

"Mark and Sean?" The Doctor asked, looking down at the field where Dan was pointing them out. Coincidentally, being the men with unnatural hair that Frank had observed earlier.

"Sean goes by Jack, though." Phil said, pocketing his phone. "Kind of a stage name, nickname."

"Runners will take their marks."

The small group watched as the green haired man grabbed hold of the one with red hair tightly before letting go with inaudible giggles. They hurried along the track, with other represented countries, and got in their starting positions.

"So, Jack and that Mark fellow?" The Doctor trailed off as the runners readied themselves.

"Couldn't outrun their sexuality if they were trying." Dan snorted, quietly. "Paparazzi caught a cheeky kiss when they first landed."

"Cheeky!" The Doctor giggled.

The group quietted as a bang echoed through the air. The runners seemed to fly off of their starting marks as they ran across the track.

"C'mon, Jack! You bloody potato!" Dan hollered.

Phil's nose scrunched. "Well, that doesn't sound very appetizing." Dan choked on a laugh, shoving Phil playfully, but didn't look away from the race.

It seemed insane how fast they moved; in almost no time at all, it was over.

The man with red hair was panting with a triumphant grin on his face. He hurried over to the panting Irishman and held him, tightly.

"Shoo in for the finals, those two!" Dan cheered, jumping up to his feet.

Phil just smiled up at him. "What have those sports animes done to you?"

"Oh, shut it. You loved my Free! cosplay." Dan just smirked.

"How many more races are there?" The Doctor inquired as Dan sat down in his seat.

"Remaining countries and then they keep narrowing it down from there." Dan shrugged, "Honestly, if there was water events going on right now, that's where you'd find me rather than here. I like their blogs though, so I support team USA and Ireland."

"Such a betrayal to the home world." Phil teased, leaning back in his sideways position to look at Dan.

Dan snorted again, "What am I, Phil, a crystal gem? Who even calls it that!?"

The two boys began to banter back and forth as the Doctor turned to Frank. "Who are you rooting for?" the Doctor asked, watching the human stare intently down at the field.

"Well, I feel like I'm slightly obligated to root for the home team..." Frank trailed off. He was watching the activity on the field. Mark had been happily speaking to Jack, when a man in a long, black coat walked up upon the two. He tapped Mark's shoulder, gesturing for the confused American to follow him. "Who's that?"

"Who's who?" The Doctor asked, turning to the field. "I don't know. That's a pretty odd outfit for a summer event, isn't it?"

Before either could speak again, Phil was tapping the Doctor's shoulder. "Guys! I'm sorry, I don't think we got your names, but would you like to go get some food with us?"

The Doctor smiled. "Yes! Oh, I'm terribly sorry, I'm the Doctor and this is Frank. That sounds absolutely lovely!"

"You guys really know the way to my heart." Frank nodded.

"We haven't been here too long, but food was the first and most important thing we scoped out." Dan said, popping to his feet again. "Do you feel like culture or comfort?"

"Food?" Frank answered, unsure.

Dan just laughed, pulling Phil up next to him. "We've got a place."

"Lead on." The Doctor grinned as he stood up, eagerly spinning to help Frank to his feet as well. They waited a moment before slowly following after the tall Brits ahead of them.