Disclaimer: I don't own Doctor Who. If I did, I'd let the poor alien be happy for longer than minutes at a time. *sigh*

The Doctor materialized the TARDIS right inside the Temple-Noble home, knowing no one should be inside but the widow, Mrs. Donna Temple-Noble, herself.

Through the years he'd watched over his best friend, rescuing her or her family members from the occasional alien threat. But mostly he'd just watched her happy life with her husband, children, grandchildren and finally a couple of great grandchildren. She had never acted like her own mother, he was proud to note and he'd never admit it to anyone outside his own head, but he'd watched some of her kids' plays and such over the years. Standing in the backs of the auditoriums or even hanging about in the rigging while pretending to be a stage hand, if his self at the time had felt that adventurous.

Now though, he raced through the house, calling her name and opening doors. Frantic after reading that she'd vanished without a trace, he'd come back to just after the last time anyone had reported seeing her. Opening the master bedroom door, he found her at last.

Lying on her bed as if she'd fallen there, her eyes glowing as she mumbled to herself, "Aliens? The Doctor!"

Hurrying to her side, he grabbed her hand with his and put the other on her cheek, "I'm here, Donna. It's me, the Doctor. I've got you, you're safe."

Blinking owlishly, the old woman she'd become suddenly smiled at him, "Spaceman." Her hand squeezed his, weakly. "I knew you'd come."

Both of them had tears in their eyes.

The Doctor cleared his throat and told her, "Of course I did. Why wouldn't I want to see off my best mate, about to go on her last great adventure, hmm?"

Giving him a knowing look, she told him, "I know you don't like goodbyes, so thank you for doing this for me, but could I say goodbye to the TARDIS, too."

"Yes, of course," he was quick to agree.

Scooping her frail form up in his arms, he carried her downstairs, the door to the TARDIS opening for them at their approach.

Once inside, Donna trailed one hand along a wall on the way to being placed on the jump seat near the console, the ship singing to the woman in her own way. "There you are, old friend."

Looking up and around with a sad smile on his face, the Doctor told her, "She's missed you almost as much as I have, you know." He settled Donna onto the seat and sat down beside her, keeping her steady as she sat upright and took it all in.

"She looks so different, but feels the same. Pretty much like you, yourself." She smiled for a moment before becoming serious once more, "How long has it been for you?"

With a sigh, he told her, "This is my fifteenth regeneration and I've been in it for several hundred years."

She chuckled as she leaned into his side even more, "Got a new set, did you? I've seen this face of yours before, you know. And I'm betting if I got the TARDIS to show me the faces you've had between the one I knew so well and this, I'd recognize them, too."

He blushed, giving her all the answer she needed.

With a sigh of her own, Donna asked, "As many companions as you've had, how can you possibly look after them all this way? Even you have your limits."

He grinned at her light scolding, "That's my Donna, still trying to look after me. I've missed you, so much. But to answer your question, I don't look after all of my old companions this way, you're special."

Sounding angry now, Donna snapped, "You daft Martian, let go of that guilt I see staring back at me from your eyes! You did what was best for me and have more than paid any debt for what you took. That lottery ticket… I remember you being there, after the wedding. Oh and I'm betting you're the reason my Mum changed her tune, too. Aren't you?"

He looked like a deer caught in the headlamps at that question.

"That alone wiped the slate clean, as far as I'm concerned," she told him. Suddenly she wilted, forcing him to take her into his arms so that she didn't slide to the floor.

Outside the open door of the TARDIS, the image of Ood Sigma stood and the sound of the Ood race as a whole, singing a song of lament for the Doctor Donna filled the universe.

Donna's voice was a haggard whisper, "Is that for me? It's lovely, but so sad."

"Donna!" The Doctor's cry was anguished, even though he knew he couldn't keep her long like this, he still wasn't ready to let go.

Her eyes glowed brighter and the glow grew to encapsulate her entire body, making him clench his teeth in pain, but he still didn't let go.

"Spaceman, you'll come with me if you don't put me down," she chided weakly.

His voice broken, he sobbed, "I don't care, I'm not letting you die alone!" Clutching her closer to his chest as he hit the floor on his knees, the light enveloped him as well.

The glow suddenly flared up as the Doctor's own regeneration energy joined in, the light making the first floor windows of the house glow brightly for an all but unnoticed few seconds.

Outside the house, Jack Harkness had been getting out of his car and saw the light. Fearing what it meant, he ran up the walk and into the house. Seeing the TARDIS through an archway, he ran to it's open doors with barely a glance at the Ood standing there. Focused only on the inside of the ship, he saw the Doctor, newly regenerated, holding Donna's body close to his chest still and crying his eyes out. Tears sprang from his own eyes and ran down his cheeks as he slowly approached and knelt down in front of the Doctor.

Without looking up, the Time Lord sobbed, "She's gone, Jack. What do I do now?"

Before the immortal can say anything, Ood Sigma offered the shrine his people had made to the Doctor Donna as her final resting place.

With Jack's help, the Doctor took Donna's body to the Ood Sphere and allowed them to have her funeral. It was very moving and both men were comforted by the gentle aliens, fed and made to rest before being allowed to leave.

Going back inside the TARDIS after all was said and done, the Doctor walked listlessly around the console, going through the motions of getting Jack back to Earth.

Arriving in Chiswick once more, but down the road a bit from Donna's home this time, the TARDIS materialized with that familiar wheezing sound.

Jack opened the door, but stopped short and looked back at the sad man standing above him on the ramp and staring off into a corner as if lost in thought. "When you feel like reminiscing, drop by any time, day or night. And Doctor, have you even looked at your new self in a mirror yet?"

Almost as if he had to rouse himself from slumber, the Doctor asked, "What? Oh. Thanks. Um, no, I haven't. Not even when I changed into this," he plucked at the lapel of his black suit. "The hair was short enough I didn't bother."

Jack gave him a sad smile, "You really should. I'm pretty sure you have Donna to thank for this one." He winked and walked out.

Making a face, the Doctor left the control room and went to his bedroom. Going inside, he opened the wardrobe and stared at his reflection, his mouth dropping open in pleased surprise. Tears sprang to his eyes once more and he whispered with awe as he touched his hair, "She made me a ginger."

A/N He's always wanted to be one, so I thought, why not let Donna have one last parting gift for her best friend. As for who I'm picturing him as, I'm VERY fond of the Actor Damien Lewis and he's even English. Wonder if he'll ever be up for the part in real life. *crossing my fingers and hoping*