"Why would you-" the Doctor just put his face into the palm of his hand and sighed. He wasn’t even sure he wanted to know. "Never mind."

"Alright, you two," Rose stopped laughing, but a slight grin remained. "I'll see you in the morning," she paused. "Or whenever it is that I wake up. Maybe you guys should think about getting some sleep yourselves!"

Both the Doctor's and Lily's faces scrunched up at the suggestion, neither in the mood to rest their eyes. In any case, Rose ignored their faces and just waved as she walked out of the console room towards her room leaving the other two in a comfortable silence. 

"I suppose you don't have any plans on sleeping anytime soon," the Doctor noted, breaking the silence, glancing over at the redhead that was still sitting peacefully on the jumpseat with a book now in hand. He wasn't really sure where the book came from. 

"Not particularly," Lily agreed.

"That's not healthy, you know," he frowned, knowing that the girl was probably exhausted. No amount of makeup could hide the dark bags that had formed underneath her eyes. Her glasses may have helped hide them a little bit, but they weren't miracle workers. "How long has it been since you last slept anyways?"

Lily paused in thought, putting down her book. When was the last time she'd slept? Her face scrunched up trying to remember. Do cat naps count? Normally she had a pretty good memory, but mundane things such as her sleep schedule were a little bit on the fuzzy side at the moment.

Meh, she was sure she'd remember eventually. She always did.

"You're only proving my point," the Doctor said dryly at the silence that had formed between the two as the girl's face scrunched up. "I'm sure the TARDIS has already made you a room, so why don't you go ahead and at least take a nap or something."

Lily sighed, not that she was particularly surprised. This Doctor barely knew her and was already getting onto her about her less than healthy habits. 

At least she knew that some things would never change. 

"He's right, you know," and now the TARDIS was ganging up on her. "And while I don't say that often," Seriously, though, she rarely ever admitted the Doctor was right about something. Apparently, she didn’t want to feed into his ego even if he couldn’t hear her himself. "You haven't slept properly since before… before your last trip. I may not be too familiar with how much a long time is for the average human, but even I know that you've been going nonstop for far too long."

While Lily appreciated that they seemed to care for her well being, she couldn't help but feel a bit smothered. She knew all too well that she needed to sleep. Hell, she needed some good ol' self care in general, but right now… she wasn't sure she could manage that. There was just way too much shit going on in her mind. 

Lily Tyler had never been the type of person to confront her own emotions. Instead, she'd find ways to distract herself. Normally, that distraction came in the form of the Doctor and the adventures that came with him. Over the years, though, the adventures themselves had begun to take their own toll on her. That wasn't to say that she didn't enjoy adventuring with the Doctor. There were just times when she wished that she could do so much more. And that's why she could never sleep. Being left alone with her thoughts only proves to remind her of all of shortcomings and failures.

"You and my thief," Lily could practically hear the TARDIS shaking her nonexistent head as she sighed. She already knew exactly what Lily was thinking and trying to avoid. "When will you two learn?" The two were sometimes far too alike for their own good. "Just because this timeline's Doctor has yet to truly know you, doesn't mean that you have to hide everything and treat him like a stranger, too. He won't ever get to know you if you keep on bottling everything up like you always do."

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