A/N: Basically, the Doctor comforts Donna after the Library, but there's a bit of a twist in that her memories of the virtual world aren't going to last for long.

Warning for fairly mild hints of Doctor/Donna shipping. I think you can overlook them if you want to, but you may not want to proceed if it will bother you if you can't.

Disclaimer: I do not own Doctor Who.

Donna sighed as she crawled into bed and curled up under the covers. She was thankful that the Doctor hadn't tried to keep her up after she'd announced that she was tired, but she wasn't sure that she could sleep. The day's events had hit her hard, and she needed time to process what had happened to her. She had been uploaded into a computer, her body separated from her mind. Her face had appeared on one of those node things, speaking without her consent and probably announcing that her face had been donated. Like a park bench; like she'd had a choice. She still felt chilled from the cool, dead air of the Library, and she was made colder still from the disturbed fear that ran through her core at the thought of what had happened to her. A child made into a machine had seen her most precious memories and taken her apart at the seams.

Every time she closed her eyes, she saw them: the family she had lost. The children and the loving husband who had made her feel so secure. Only, they weren't real. They were all just bits of code that were designed to please her, to make her happy and keep her calm inside the virtual world. To stop her from questioning her surroundings and the very flow of time. Of course the only man who could tolerate her was one who could hardly speak, even the Doctor had agreed with that. But the real problem with Lee was that he was bland and passive, a doormat with no real personality of his own. He was exactly who she wanted him to be - a handsome man who always did as she said and always felt the way she wanted him to feel. CAL had looked into the blackness of her soul and seen that she could only keep a husband around as long as he wasn't a real partner. She would be intolerable to anyone with a brain and ideas of his own. She was shallow and stupid and everything else Lance had said she was.

But even as she realized those horrible things, she missed Lee. She missed the feeling of his body lying next to hers in bed at night, never touching, but there, breathing in the silence. She missed his hugs and his smile, and the way he had happily agreed to as many children as she wanted.

Buy even more than Lee, she missed Joshua and Ella. She remembered looking at the photo of herself holding them as newborns, thinking there must be a lot of truth to the adage that you forget the pain of childbirth as soon as it's over, because she couldn't remember their birth at all. A few photographs and their presence in her life were the only proof that she'd carried them for months and then pushed them from her body. Of course she understood now that she hadn't done those things. She had loved and cuddled bits of codes, dried their tears, listened to their fears, walked them to the playpark and…everything.

She curled into her pillow as tears began to fall from her eyes, her heart breaking in a way it hadn't been able to while she and the Doctor had searched the Library for Lee. She had been disgusted with herself then, almost unable to feel anything because she knew deep down inside that she didn't really want to find him. She had remembered the skinny alien who was her best friend, and she wasn't quite ready to let go of the hope that twisted in her heart every time he looked at her a certain way. So she had searched for Lee, all the while hoping that his name wouldn't be there because she had already let go of him.

Now, though, she was able to feel the losses pounding through her soul, tearing her to shreds, and she wanted to go back and do it all over; spend the whole time cuddled up with her family on the sofa, just looking at them and holding them and telling them how much she loved them, because she would never get the chance to do it again.

She sat up, feeling shaky and sick, her head throbbing in time with her heartbeat. She'd felt mildly headachy and ill since they had left the Library, but the Doctor had assured it was normal after the kind of virtual experience she'd had, one that ripped her consciousness from her body. But she was feeling worse and worse as time went on. She was too wired to sleep and too tired to get out of bed, dizzy and hopeless and relieved all at once. She was sure she would float away if she stopped trying to stay grounded; if she stopped holding on to their memories for even one second.

She desperately wanted to call out for the Doctor, but they'd only lost Jenny a few weeks ago, and now that mysterious River Song woman had died for him. She couldn't pile her grief on top of his. He held so much already. So she twisted her hands into fists and clamped her mouth shut, focusing on keeping her breathing even to stop herself from screaming. Acid rose in her throat, building until she leaned over the side of the bed and vomited up red liquid, painful spasms twisting her stomach and making her cough even as panic welled up in her mind at the color. Was she bleeding internally? She watched, her heart racing, as the TARDIS began to absorb the mess and clean her carpet.

Seconds later, there was a single knock on her bedroom door, and then it swung open. "Donna?" the Doctor asked, as he stepped inside. He'd changed out of his suit at some point, and was wearing his night clothes. "Are you okay? I thought I would come check on you, and I heard a strange- Oh."

Donna put a shaking hand on her stomach and held up the other as the Doctor walked towards her, signaling for him to stop as she was overcome by another wave of nausea. "Stay back," she warned, before she heaved and more liquid forced its way out of her body. It was acrid and sour, and left a metallic taste in her mouth. She was sure it was blood now, and that made her even more woozy.

The Doctor didn't listen, but instead sat next to her on the bed, his hands coming to rest on her shoulders. They felt oddly hot against her ice cold skin. His gentle fingers worked to pull her hair out of the line of fire, and then he began to rub circles on her back. "It's all right," he said, softly as she continued to heave. "This is completely normal. There are some side effects associated with converting living beings into energy signals and then bringing them back. You must have swallowed some blood from something - a nosebleed that happened and then healed during the process, most likely. The TARDIS is always monitoring us for major health issues, so it's nothing to worry about. It's just a bit much for your system to process, that's all."

Donna trembled as she finished expelling the contents of her stomach and leaned back into his touch, seeking stability.

"Feel better?"

"No. I feel awful," she admitted, unable to be strong anymore. Her whole body ached from the horrible feeling of impending doom. "I feel like I'm going to float away, like my soul's going to leave my body and I-I'm going to die."

"You're not going to die, Donna. You're okay," he soothed, as he guided her to turn towards him. "That feeling is your brain getting used to controlling your physical body again. It will fade soon. Just try to stay calm."

"Why does it hurt so much? My head is killing me."

"It's another side effect," he said. "I wish I could give you some painkillers, but they don't work on this kind of pain. I promise it won't last much longer."

She brought a hand to her forehead and rubbed, hoping to relieve some of the building pressure. If she didn't do something soon, her head would explode.

The Doctor squeezed her shoulders. "Here, I'll be right back." He stood and left her bedroom only to return a minute later. He wiped her face clean with a warm cloth, and then he pressed a cup of water into her hands. "Drink it slowly."

She had to keep a tight grip on the cup so she wouldn't spill it with her shaky hands. She brought it to her lips, sipping at it before gulping it all down to help rinse the taste from her mouth.

"So much for slowly," the Doctor said, as he sat back down beside her and tucked his legs under the covers. "Well, that's all right. Can I get you anything else?" He took the empty cup from her and sat it on the bedside table, sparing her from having to move.

"No, just… Can I have a hug?" He was so close now and her body was itching to press itself into his and soak up his strange warmth and his familiar scent and the calming tones of his voice.

"'Course you can. You can have all the hugs you like." He wrapped her up in his arms as he spoke and held her tight against his body, not seeming to notice or mind the red liquid that stained her nightgown. "There we go," he said, softly. "I've got you now."

Donna melted into him, her head coming to rest against his shoulder. She took a few deep breaths, trying to stay calm, but his comforting touch and the smell of his skin unleashed something inside of her, and she let out a single hiccuping sob. After that she was helpless as the floodgates opened, and she sobbed loudly, clinging to him, much as he had done to her after Jenny had died. "My babies," she whimpered.

"Oh, Donna," the Doctor murmured, his voice thick with emotion. He kissed the top of her head, his lips lingering in her hair as he tightened his hold on her and rocked her gently. "Oh, my poor, poor Donna. I know. I know."

"I'm going to forget them."

"Maybe not."

But she knew that wasn't true. The evacuation protocol at the Library had said so. They were temporary memories of a temporary life, and would fade over hours to days so as to not disturb real lives. But it was too late for that, wasn't it?

"I want you to tell me all about them when you're feeling a bit better, okay?" the Doctor asked. "I'll help you remember."

"Do that telepathic thing, like with the Ood," she begged him. "So you can remember it all."

"I can't. Not right now." He kissed her hair again, as if in apology. "Your mind's got to heal a bit before I can go messing about in there. Being uploaded has done a number on your neural network."

"But I don't want to forget them." She moaned as she again felt the jarring sensation of the thing that was her trying to pull free from her shell of a body. "Oh, I'm floating."

"You're not floating, Donna. You're right here with me," the Doctor said, firmly. He squeezed her tighter, showing her the truth of his words. "I won't let you float away."

She took a gasping, shaky breath as a fresh round of sobs threatened to tear from her throat. "I'm so tired," she cried.

"Then you should get some sleep."

"But I can't."

"Lie down and close your eyes, then. It'll help you feel better."

She felt like a young child as she clutched his shirt, terrified at being left alone to disappear. "Don't let go of me," she begged, some part of her mind registering how pathetic she sounded, but she was unable to stop herself. "Please."

"I won't." He managed to turn them both around and lay them down together while still holding her in his arms. "There we go. Is this all right?"

Donna gave a tiny nod and shifted herself further into his embrace, needing to be as close to him as possible.

"Good. Now just close your eyes and try to relax." He brought a hand to her face and wiped away her tears before beginning to rub her back again. Slowly, he worked his way up her neck and then started to massage her scalp. It did wonders for the pounding in her head. "I'll be right here if you need anything," he assured her. "Anything at all."

She murmured her thanks and closed her eyes, but she was still unable to fall asleep. She lied awake for what felt like hours, crying and murmuring into the Doctor's shoulder about her husband and her kids while he continued to hold her and softly promised to remember everything she said. At long last, she fell asleep, calmed by his scent and his warmth and the rhythmic beating of his hearts.

Donna woke hours later to find the Doctor sprawled out on the bed beside her, sound asleep and almost snoring. One of his arms was still wrapped around her waist, holding her tightly. She smiled at the sight, unable to hold back a flood of affection for the man who claimed he didn't need sleep. She felt better after resting, though her body still ached. At least she was no longer sick at her stomach or suffering from a headache.

But when she tried to think about her family from the computer, some of the details were gone. She knew she'd had two children, twins. Joshua and Ella. But what color eyes did Joshua have? Was Ella snaggletoothed? How old were they? And what was their father's name - the man with the stammer? Why couldn't she remember?

She sat up, terror shrieking through her whole body. "Doctor!"

He jumped awake, his arm leaving her waist as he sat up and looked at her with tired eyes. "Donna? What is it? What's wrong?" His voice was thick and slurred with sleep.

"I can't remember." She brought her hands to her head, twisting her fingers in her hair as hot tears slid down her cheeks. "I can't remember so much about them. It's only been a few hours and I can't remember my husband's name. Oh, no, please. I don't want to forget!"

"Come here," the Doctor said, opening his arms for her.

Donna wasted no time accepting his invitation. "I can't remember," she repeated, desperation sinking into her voice as he wrapped his arms around her.

"Lee. His name was Lee," the Doctor said.

The name clicked back into place in her mind, instantly quelling her panic. "Lee. Yes, that's right. I just forgot for a moment there." But then Dr Moon's voice played in her head, "And then you remembered." She shuddered and pressed herself closer to the Doctor.

"All right?" he asked, as he gave her a gentle squeeze.

She nodded uncertainly, her heart pounding in her chest.

"How do you feel?" he asked. "Does your head still hurt?"

"No. I'm better, but now my memories..." She bit her bottom lip, trying to stop crying.

"If you still want me to, I can take a look inside your mind and see if I can help. You should be healed enough to handle it by now." He looked at her, patiently waiting for her decision.

But there was no decision to make. She tilted her face up towards his, showing him that she was ready. "Please. Before I forget anything else."

With a small nod, he touched her contact points and pressed into her mind.

It was completely unlike her experience on the Ood planet. That had been quick, a mere tap of his mind against hers that she barely registered in the time it took for him to open her mind to the psychic song. This time there was a flash of light and a flicker of pain, and then the Doctor's presence flowed into her mind like a wave. Despire the initial pain, it was strangely reassuring to have him there. He was was warm and bright, and she was deeply comforted by what he was about to do.

She watched as he dredged through her memories of her time in CAL, bringing them to the front of her mind and watching each one several times, focusing on even the smallest details. He never went near any of her other memories, and for that she was grateful. Part of her was terrified that he would realize she wasn't special or worth anything at all, and then she would lose the best friend she'd ever had. All it would take was seeing one or two of her worst moments, and his opinion of her would drop like a lead balloon.

"Donna, stop. We've all made mistakes and done things we're not proud of," the Doctor's voice chided her inside her mind. "That doesn't mean you're not special."

Donna jumped, nearly breaking her connection with the Doctor. "What? But-but-but… I wasn't talking to you," she snapped, at last.

"Sorry, but you're shouting in my mind. Bit hard to ignore."

"Yeah, well…"

"Shh, now. Let me work."

So she tried not to think, which was impossible, and let him continue picking through her memories.

When he finally finished, she collapsed against him in relief, her eyes damp with fresh tears. Now she would never forget because he'd be there to remind her. All it would take was a quick question or a peek inside his mind, and her family would be right there. "Thank you," she said, knowing that simple words would never be enough to express how she felt. "Thank you so much."

The Doctor wiped away some of her tears, giving up when they were only replaced by more. "Aw, Donna." He hugged her to him for a long time, understanding just how much it meant to her.

Eventually, she managed to stop crying and got herself together. "Sorry. It feels like I've done nothing but cry on you lately," she apologized, meekly.

"That's all right. It does you good to let it out," he assured her, echoing her own words to him a few weeks ago. "Now, what do you say to some breakfast? You must be starving."

Donna put a hand on her stomach, feeling it growl as she finally came back to the real world. "I am," she said, slowly. She felt like she hadn't had a bite to eat in ages.

"Then what are we waiting for?" he asked, as he moved to stand up. He offered her a hand to help her up and kept hold of it as they walked out into the corridor and towards the kitchen. "Any special requests?"

"Are we stopping for takeaway, then?" She didn't feel up to their usual banter, but she had to tease him a little bit for offering to cook, didn't she?

He smiled and bobbed his head. "Anywhere that you like."

She nudged him with her shoulder. "How about some of your famous banana crepes? And maybe some eggs and bacon?"

"Sounds good to me."

Sometime later, three weeks according to the often-wrong calendar that hung in the TARDIS' kitchen, the Doctor bounced into Donna's bedroom and woke her up from a deep sleep.

"What're you doing in here, Martian?" she snapped, as she glared up at him through heavy eyelids. It had better be an emergency for him to wake her at this hour! "I'm trying to sleep."

"I have something to show you!" he informed her.

She groaned at the level of enthusiasm in his voice and tried her best to be patient with him. "Well, that's great, but it will have to wait a few hours. I need my sleep." She felt like her head had only just hit the pillow when he was shaking her shoulder.

"But Don-na," he whined, drawing out her name in the way he often did, "it's important." He tugged on her hand. "Come on. You'll like it, I promise."

"Fine." She heaved a sigh and dragged herself out of bed, pausing to yawn and stretch her stiff limbs. "Should I get dressed first?" She didn't want to leave the TARDIS in her nightie.

"Nah, you're fine. Now come on!"

The Doctor insisted she tuck her arm into his, and then he led her down some long corridors and around a few corners, until they came to an ornately carved metal door. Donna tried to place it, wondering where exactly they were going, but nothing came to mind. The Doctor held it open for her and gestured for her to go in.

Paintings. There were paintings of people all over the walls, but Donna didn't recognize any of them. They must be from the future or other planets, she assumed. "What's this?" she asked the Doctor, confused. Had he installed a new wing on the art gallery? Why would he wake her up in the wee hours for that?

"This way." He led her to the far end of the room, where a few paintings covered in white fabric hung. He turned to face her, bouncing lightly on his toes. "Now close your eyes."

She did as he asked, genuinely curious.

There were some rustling sounds, followed by the Doctor's voice. "One, two, three… Open your eyes!"

Donna slowly opened her eyes, only to find something truly amazing in front of her face. "Oh!" She instantly teared up and wiped at her eyes, desperate to see the paintings clearly.

They were paintings of her family. Lee, Joshua and Ella. Each had a full-body portrait alone, and then there was another of them all together on the sofa, Donna included. They looked so happy and relaxed sitting there with their arms around each other. They were just as she remembered them - with the Doctor's help.

She turned to the Doctor and put a hand over her mouth to hold back a joyous sob. "You did these?" she asked, when she could speak, her hands shaking with sheer emotion.

He nodded, his cheeks flushed. "I, um, thought they might help you remember."

"Oh, you lovely, wonderful man, you." She launched herself at him for a hug, her voice breaking on the last word. "I never knew you could paint."

He let out a happy little sound as her arms closed around him. "I take it you like them, then."

"I love them!" She squeezed him even tighter and then let go turn back to the paintings, studying them closely. "They're absolutely perfect."

"I'm glad."

Donna turned back to face him, when she noticed the portrait behind him. A young blonde woman in a green t-shirt filled the frame. "Is that Jenny?" she asked, though the answer was obvious.

He nodded. "I've found it helps me, sometimes, just to come in here and look."

Donna turned around, taking in the other paintings that lined the walls. "All of these people…"

"My friends and family."

"Oh, Doctor." She reached for his hand. There were so many paintings; so many people looking out at her from their frames.

"Can I tell you about them? he asked her, quietly. "Maybe you can help me remember."

Donna nodded mutely. She was too breathless with tears to say anything, touched that he wanted to share so much with her. So he led her to one end of the hall and spoke about each person, starting with his wife and his oldest children, letting her into his life in a way he had never done with anyone else before.

When they finally got back to the end where Donna's family was, they were both in tears, an even deeper bond formed between them.

"Thank you," Donna said, softly, as she hugged the Doctor again, trying to pour all of her love for him into the simple gesture. "I-I-don't even know how to say-"

"Shh, I know," he said, and pressed a light kiss to her cheek. "I've taken the perception filter off, so you can find this room and come in here any time you like, all right?"

She nodded against his shoulder, still unable to put the depth of her gratitude into words.

As they walked back towards Donna's bedroom a while later, the Doctor stopped and turned to her. "I have an idea," he said, slowly. "If you're not too tired, that is. I know it's still pretty early for you."

"I'm wide awake now," she replied. "What's your idea?"

He rubbed the back of his neck, seeming nervous about whatever he was about to say. "A lot has happened lately, and I know we could both use a break, so I was thinking…" He paused and took a deep breath. "Well, it wouldn't be anything too exciting, but it would be good for a bit of relaxation, if you want to go."

"Where do you want to go?" she prompted, thinking it must be somewhere she wouldn't like if he was acting like this.

"Well, I thought you might enjoy a trip to a spa planet." And then he broke into a grin, beaming at her with mischief in his eyes.

Donna found herself unable to hold in an answering smile even as she slapped at his arm. "You really had me going there! I thought you were going to try to talk me into Planet of the Stinky Cheese again, or whatever it's called!"

"Phuewson III, and sorry, I couldn't help it!" He tilted his head at her. "Made you smile though, didn't I?"

She shrugged, refusing to give him that one.

"So what do you say?" he asked. "Do you want to go?"

She pretended to mull it over. "The whole planet is a spa?"

"Well, no, not exactly. The spa's not the main attraction, but it's supposed to be big and very luxurious," he answered. "The planet is made of diamond, do you believe that? They have tours and shows and all sorts of things to see and do."

"I'd love to go," Donna agreed, finally giving in to the offer. "But would you mind if we put it off for a little while? I think a nice quiet day here on the TARDIS would be enough for me right now." She watched him closely for his reaction, not wanting to hurt his feelings. She just wasn't quite up to a big adventure yet, not even one to a spa.

He nodded. "That sounds good to me. How about we make a movie day of it instead?"

"Now that I can handle." She took his hand as they changed course to find the theatre room, looking forward to relaxing in the oversized recliners and enjoying some popcorn. She knew she would never fully get over the loss of her virtual family, but at least now she could rest assured that she would never, ever forget them. All because of her best friend in the whole universe.

The End.

A/N: Yeah, I just couldn't end this with them going straight to Midnight. Too sad for me. I like to think they won't go at all following this story. *Shrugs* Thank you for reading!