Disclaimer: If I owned them, I'd be famous and stuff. Especially for turning Doctor Who into a post-watershed show. ;D

Author's notes: This is my NaNo 2011 project, and I'm finally getting around to cleaning it up and expanding it. tkel_paris held my hand through most of November 2011, as I'd never done NaNo before, so much love to you, sweetie! And even more love for helping me find a title for this one! *mwah!* Oh yeah, and beta-reader love too :DDDDD

While I've heard that most rewrites of S3 with X character (usually Rose) make Martha nothing more than a cheerleader for the preferred ship, I do hope that I've managed to do something different. Although, even hints at any sort of ship aren't going to happen for ages. It's a long and interesting trip we're taking, and I'll try and stay a few chapters ahead of it. :)

Chapter 1: Tentative Overtures

"That friend of yours...what was her name?" Donna asked, not quite sure why, but it felt like a pivotal moment was approaching. Weird, she'd never in her life felt that anything important would hinge on a question and it's answer...but she sure did now.

The Doctor's face was a picture of sorrow, and he had to talk around a lump in his throat. "Her name was Rose." He made to duck back into the TARDIS and close the door, but suddenly Donna's hand was holding the door open, and she was giving him such a sympathetic look...he was so struck by it that he didn't even argue when Donna stepped inside and hugged him tightly.

"And you haven't even had a chance to properly grieve, have you?" she asked in a soft murmur. "No, course not - I showed up in your ship and shouted at you, slapped you, and then we had that whole horrible time with the spiders and whatnot. Look," she said, letting him go just as he'd gotten relaxed enough to think about hugging her back. "We've both had a hell of a day. Can you, oh, I dunno, bookmark this time and place and take us somewhere so we can both have a good cry with a friendly shoulder?" She smiled wanly and shrugged with one shoulder. "Or at least, for me, someone who doesn't need all this explained before I can have my cry?"

He sniffed and gave her a watery smile. "Bookmark...I like that. Yeah, I can put us into temporal orbit...we'll come right back to oh, maybe five minutes from now, but we could spend days away if we wanted."

"Well all right then, skinny boy. Get us into this temporary orbit thingy already. I may not change my mind about coming with you, but I'm not going to send you away to miss your friend on your own." Donna smirked a bit, wondering if he'd catch that she'd made a 'mistake' on purpose.

"Temporal, Donna, not temporary..." He trailed off and eyed her, and that little smirk on her lips cued him in. "You did that on purpose!"

"You better believe it, Spaceman. Now get on with it, or shall I just drag you inside the house and throw you in the spare room for your breakdown?"

"I'm not going to break down, Donna. No need for the spare room..." He trailed off, shuddering as he imagined what Donna's mother would do if she just dragged him in the house like that. Donna already slapped harder than Jackie ever did, and he didn't want to find out first-hand how hard her mother could slap.

"Honestly, you are such a bloke." She rolled her eyes and wandered over as he finished doing something to the console. "So, we in orbit now?"

"We are now," he said as he pushed one last button then threw a lever. The column in the centre of the console was moving lazily up and down, and the ship itself was humming softly. "And I am not a bloke."

"Yeah you are," she murmured and pulled him over to the jumpseat, wrapping her arm around him as he gave into gravity and her tug to fall and join her. "No bloke ever wants to let his feelings out, but if you keep everything bottled up, you'll explode." Donna snorted, very softly, and rubbed circles on the Doctor's back. "And with everything I've seen you do today, it'd be a thousand times worse than a normal bloke's explosion. So c'mere and let go. It's all right, you're safe, I'll never tell a soul, promise, just let it all out..."

For a little while the Doctor simply sat there in silence, wrapped in Donna's arms and letting her murmurs fill his ears while he pondered everything he knew about her so far. He'd only invited her because he was so desperately lonely, and something within her had resonated with that. And yet here she was, showing yet again how strong and compassionate she could be...putting aside her own pain and grief over being betrayed and horribly used by her fiance to comfort a stranger. Comfort him, who never really had anyone hold him like this...she was magnificent already, and if he tried to tell her so, she'd laugh it off. The TARDIS liked her too, although he thought it might have had something to do with how she'd joined them in the first place...

He sighed, and stiffened in Donna's hold at the obvious tremor in it, only relaxing at the TARDIS' reassuring humming and gentle nudge. Let go, my Thief. Let it all go - this one is strong enough to handle it all. And so he did. At first, just a few tears and shaky breaths, but before he knew it he was full-out sobbing on Donna's shoulder, and choking out words in between the gulps and pained moans of grieving; of how much Rose had meant to him, how she'd saved him from the darkness that had developed during the Time War...and of having to destroy his own people.

And then he found himself sobbing anew, just when he thought he was done with tears, and all because of a barely-caught question...it was probably something Donna hadn't said aloud, that he'd picked up from touching her with his guard down. But between the agonised keening and new sobs, he managed to choke out what had happened, what and why of the Time War, and that he'd ended it. Not everything of course...but the basics were bad enough. Especially the ending...and he hoped he wouldn't find her even more terrified and ready to run out the door - she was warm, and smelled good, and it felt so good to let someone else be strong for a few minutes...

Down to snuffles finally, he rested against the warmth and sighed, waiting for condemnation. Instead he got a mostly Donna-scented, somewhat damp, handkerchief pulled from her cleavage that she used to mop his face.

"I'm not going to pretend I'm not scared to death that things can and do and have happened that are so horrible and dangerous. But..." Donna trailed off and sighed, then held the hanky to his nose. "Blow. You were in a war...and war does horrible things to everyone, even the bystanders. Which, from the sound of it, you weren't - you were in the thick of things."

She sighed and shook her head. "And I know my opinion doesn't really count...but the entire universe was at stake. You did the only thing you could think of to save it. And, I'm guessing, saved so many trillions of lives that it's ridiculous to even try and count them along with it."

"Donna," the Doctor rasped hoarsely after he blew into the hanky, "I destroyed my own people. I'm the reason I'm the last Time Lord-" He was silenced by a firm finger pressed against his lips.

"Hush. Yeah, you destroyed your own people...and their enemies. God, I can't even imagine whether I could do the same, if it was my choice. And yeah, you've suffered and you're going to suffer, because it was your hand saved the universe by double-genocide. And I'm sorrier than I can manage to say for everything you lost in making that call...the magnitude of which still boggles me. But you don't have to walk around keeping that horrible burden all to yourself anymore while you roam around the universe."

Somehow, during all of his babbling while he mourned, she'd made a decision, and it was the easiest thing in the world in the end. Scariest too, but she'd deal with that later. "You've got me to help you with your crises of conscience...and with the nightmares too, if you want. For as long as you want me around."

He blinked his sore eyes at her, lashes starred together by tears, which made him look even younger than he already did. "You...you changed your mind then? Don't I still frighten you?"

"Terrify me even more now, Time boy. But..." She sighed and shrugged. "You need someone to stop you, like I said earlier. But alongside that, you also need someone to be your friend, someone to hold your hand. Someone to listen to you and be your shoulder to cry on when you're down, and laugh with you when you're up. So...as long as you can put up with a rude, loud, obnoxious, slightly overweight temp, I guess I can be that person. Donna smiled wistfully and folded her hands in her lap, looking down in sudden doubt. "That is, if the invitation's still open?"

I like her, he heard the TARDIS say through his surprise. She's good for you. And braver than she thinks. Much stronger too. Keep her? Please?

"Well, of course it is," He gave her a crooked smile and hugged her in thanks. "Not like I could say no now that you've let me get you all wet and accepted my darkest secrets."

"Like draining the Thames didn't do that," She snickered suddenly at the thought of the colours he might turn if she pointed out the double entendre he'd just made, then shook her head. "Go wash your face, then let's get back and face the music. Can't just go running off without telling the family what I'm doing."

"Nope," he said, popping the 'p' for the first time in a long time. "Your turn now. I may be an idiot about a lot of things, but I do know fair. And it's not fair for me to have a cry on you and not give you the same chance."

"But...but I...I..." Donna pressed her hand to her mouth, trying to fight back the sudden upsurge of tears of her own - she wasn't anything important, not really, just a temp, even though she'd just gone completely bonkers and volunteered to be a mad alien's friend and conscience and confidante. Why was he being so considerate? Surely not just because fair was fair? "Why?"

"Why? Because, Donna Noble," the Doctor said, taking his turn to be the comforter by pulling her into a hug with her head resting on his shoulder. "Because you've been hurt so much today, and you still put your pain aside to help a virtual stranger, and somewhere found the strength to help carry frighteningly immense burdens. And because, in your own words, if you keep it all bottled up, you'll explode." He laughed softly, the puffs of air tickling her ear. "And you exploding is almost as scary a thought as me going boom - you've got a mean right hand, you know. Now just let it go. Cry it out, then we'll both wash our faces and I'll brave your scary family."

"I'll show you that right hand again if you don't stop it, Spaceman," she sniffed hard, and tried to hold it all back. But just as she'd done for the Doctor, he was doing for her now, plus he was finger-combing her damp hair and removing the tangles, and the fact that someone actually cared enough to want to comfort her, much less reciprocate anything she'd done was enough to crack her control, and it all eventually came pouring out through tears and choking sobs. Falling for Lance, and everything she'd given up for him, and how hurt and betrayed she was, and even some of her own self-doubts. As well, how horrible it was that she had to be a loud obnoxious person to even get noticed for anything other than her size and hair...

Eventually, just as his had before, her tears finally quit falling, and she pulled away from the Doctor. "Sorry, I don't...don't-"

"Hush," he said and handed her a handkerchief from one of his pockets. "You needed to let it all out - following your own advice, y'know - and we'll not say any more about any of it, if it makes you feel better."

"Don't you mean if it makes you feel better, Martian?" She sniffed hard, then wiped her face dry with the cotton square, then blew her nose heartily before balling it up and handing it back. "Here. I'm sure your ship has laundry service. Otherwise hang onto it for me and I'll wash it out later."

"No, pretty sure I meant what I said. And I'm really not a Martian," He grinned, the first one in quite a while, and nodded. "The TARDIS does have laundry service," he said, and shoved both used handkerchiefs into one of his pockets, and smiled a bit as he felt the TARDIS winkle them away to the laundry room. "Comes in handy, especially when one's been trudging miles through slimy mud."

Oh, how Rose had complained about that mud...and he was startled at how different thinking of her was now. Surely one good cry couldn't ease the knife-stab pain of losing her like that so thoroughly? Or was it just that he could relax in the care of his new companion and miss Rose without the extra pains and fears of losing the security of not being alone?

"I know that." Donna very maturely stuck her tongue out at him, then frowned a bit. "That happen often, then? Trudging through mud?" Donna raised an eyebrow at him as he started off deeper into the TARDIS. "Oi! Where are you wandering off to now?"

"Can do," he shrugged as he turned around a few paces into the hall. "Sometimes it's different goop, depends on the planet and the weather. But it's all effectively mud in the end. Oh, and I'm off to wash my face...unless you thought there was only one room to my wonderful ship?"

"You peanut. C'mon, show me that washroom and then we can go reassure Mum and Dad and get something to eat. I'm starving."

"Huh. You know something? So am I." He smiled brightly at his new ginger companion and offered his hand. "Well then, washroom this way."

"What, no 'Charge', no 'Excelsior?' No 'for God, Harry and King George?'" She took his hand and asked, curious because she'd really expected him to say something to get them moving, not just offer his hand.

"Well, I suppose I could always say 'allons-y'. That's French, you know...and ooh, wouldn't it be brilliant if I met someone named Alonzo! Then I could say 'Allons-y, Alonzo!' So, Donna Noble, Christmas dinner awaits clean faces - allons-y!"

"You are -such- a nutter!" She laughed and let him tug her down the hall. "And I knew it was French."

"Oh? And what other languages do you know, then?" He opened a door in the hall with a flourish to reveal a two-basined washroom vanity, with a toilet tastefully tucked behind it's own little door.

"Spanish, French, German, some Hindi, what school Latin I haven't forgotten." She laughed and twisted the tap of the sink in front of her, then held a washcloth under the flow. "Knowing languages is a big bonus if you want to be a really good temp, and I'm the best in Chiswick. Wanted to learn Welsh cos it's so pretty to listen to, but I never could get a job in Wales to learn it by immersion, and no one in England would want to teach it."

"Not bad," the Doctor murmured with a raised eyebrow as he saw to his own ablutions. "But that reminds me about something I need to tell you about the TARDIS. She's a living ship, you see, and a bit telepathic too. Since you're going to travel with me, she'll be getting into your head...pretty much just enough to translate languages for you. Um...you don't mind that, do you?"

"She wot?" The indignant reply was muffled by the facecloth, which was dropped into the basin as Donna turned on him in a huff. "She's reading my mind?!"

"No! No, no, no, no, no, not actually reading your mind! It's like...have you ever read Hitchhiker's Guide to the Galaxy? The Babel fish? It can't read your mind, but it can translate any language into something you'll understand. Now, the Old Girl's a lot better than some manky old fish in your ear, but it's the same principle. No active mind reading, just automatic translation."

"Oh." Donna thought about that for a minute or two, then patted the vanity top, just in case she'd offended the ship. And wasn't that going to take getting used to - a living time-space ship? "Sorry about flipping out...I just never thought it all through I guess."

She turned to face the Doctor again and tapped his nose with a fingernail. "No, I'm not leaving just cos you've got a weird but brilliant ship. But I do want to know anything about her and you that might be considered abnormal compared to humans and human experience in the 21st century before it comes up in an adventure, so I don't waste time panicking or being grossed out. Or being weirdly fascinated, depending. But not just this minute - Christmas dinner first, and...blimey, finding some way to explain all this to Mum." That last bit was moaned, and Donna picked up the cloth, wrung it out and buried her face in it.

The Doctor was still a bit cross-eyed and startled from when Donna had tapped his nose, but straightened himself out in time to pat her shoulder. "I will explain everything later, and as for your family...we can tell them that I caught Lance cheating on you and helped send him packing...oorrr," He drew it out and waited for her to peek over the top of the cloth. "Or, we can...tell them the truth. That he was working with an alien to harvest the world for food resources, and between us and the military that all got sorted."

"But we're not telling them that you're an alien too, right?" Donna peered at her face in the mirror, only blinking once in a bit of surprise as the ambient light brightened so she could check her face easier. Huh...well, it could be handy living in a live ship after all, if this was the sort of thing that would happen. "Well, still looks like I've been crying, but I'm not a horrible mess anymore." She sniffed once, then gave him a once-over. "Have to figure out why you'd be crying too, spaceman. And a name - if you're not going to tell them you're an alien, you'll need a normal name. Cos here on Earth, 'Doctor' is a title."

"Probably wouldn't go over well, telling them I'm an alien and taking their daughter away with me, no. Not if your mum slaps half as well as you do, anyway." He rubbed his cheek in reminiscence, then continued. "But don't worry, I've got a cover...sort of. See, I used to work with UNIT, oh, so very long ago for me, at a point in my life when I was stuck on the planet. They decided I should get an official title as well as paid for the work I was doing for them, so you're looking at Doctor John Smith, scientific advisor for the United Nations Intelligence Taskforce. We-ell, United Intelligence Taskforce now, but still. Same group, just a bit of a different name."

"Blimey, you don't half get around, do you?" Donna shook her head and handed the Doctor a dry towel, then scrubbed her face dry. "And that must have been horrible for you, being all stuck on one tiny, insignificant little planet like this when you were used to having the whole universe to roam." She patted his arm in sympathy, then gave him a playful little swat a few inches higher up. "Well come on, I know we've technically got all the time in the world, but my stomach's beginning to think my throat got cut!"

"Yeah, I do get around. And...it was a hard time, but there were a few compensations. Three or four of my best and most fondly remembered human friends I wouldn't ever have gotten so close to if I hadn't been stuck at UNIT. Might never even have met two or three of them, actually, without that time." He made a last pass over his face with the towel, then set his hair into some sort of order before offering Donna his arm. "And now, fair lady, if you will allow me to escort you back to the console room, we'll get us back to Christmas dinner."

"You are so silly!" She laughed and took his arm. "Lead on then, Doctor Smith. And I want to hear about your other friends too when we have time, right?"

"Course I can tell you about them," He smiled, and if there was a flicker of relief in his eyes, no one but Donna was there to notice, and he didn't think she'd seen it. It seemed like she wasn't going to be at all jealous of past companions...not like Rose had been when she'd met Sarah Jane. Perhaps it was the age difference? Rose had, after all, still been so young, and Donna was much more mature in her outlook...as well as her age, which didn't matter at all to him. Except that it meant she'd be better able to handle things, and understand when he just didn't want to talk, and...well, and so on.

Back in the console room, Donna let him go so he could do whatever he needed to, though she did watch him avidly in case something stupid happened in the future and she had to get them out of orbit. Or even answer a pop quiz, though she didn't think he was that sort. "So, we back yet?"

"Yup! Just rematerialised across the street from your house, five minutes after we left. Let's go face the interrogation then, shall we?" He held out his hand with a smile and waggled his fingers at her.

"Prawn," she snorted and rolled her eyes but took his hand anyway. "More like the Spanish Inquisition, when Mum gets started. And then Dad'll chime in, and if Gramps is feeling better he'll come out of the blue when you least expect it. He may not join us though - he's got Spanish flu, which is why he wasn't there at the wedding or the reception. Only just got out of hospital yesterday."

"Shame about the flu. Well, let's go face the inquisition - Allons-y!" He squeezed her hand, smiled and led her out of the TARDIS and across the street to her parents' house.