"You're afraid of the Earth?" Donna asked incredulously, staring intently at the Doctor past her steaming teacup.

He sat across from her at the kitchen table, fidgeting with his own teacup. For a brief moment, he nibbled his lower lip as if thinking about her question, or perhaps, wondering if he could find a way to sneak off again. He'd been doing that a lot lately, ever since they'd had to park the TARDIS on Earth for a few days. To her, it was just a short mini-break from running for her life and seeing the universe, but she wondered if he saw it differently.

"Weeeellllll," he said slowly, fingering the rim of his teacup. "I'm not afraid of Earth, per say. In fact, some of the best people I know did/do/will live here, and some of the worse too."

Donna's eyes narrowed on the slouching form of the Doctor. She was trying to discern what was wrong with him. Here they were on modern day Earth, safely in her mum's house, and there had been lovely weather to boot. He told her that they had to land somewhere safe, and at the time, modern day Earth had been the best place. Besides being safe and relatively quiet, it had to be a particular location, just outside of London, that was very good for the TARDIS. He rattled on about the spot being an excellent epicentre of time energy or whatever, which the TARDIS needed to heal properly from the damage it received during their last near death experience. The Doctor expressed great confidence in the TARDIS recovering completely.

Still, as the days passed, he began acting less like himself, and she wasn't sure why. He fidgeted more than usual; often buried himself in books rather than talk to any of them; and for over long periods of time, would situate himself into chairs in the house in strange postures and positions with his eyes closed, while drawing in exceedingly deep breaths. One time, her granddad asked if it was some sort of alien mediation, but Donna couldn't answer. Yet, she had a feeling that it wasn't that simple, nothing ever was with the Doctor.

By the second day, he began to disappear for hours at a time from the house, only to return dishevelled and even more miserable looking than the last time she saw him. Still, he was much worse at night. He would go completely quiet and was almost completely unresponsive. In fact, he ended up retiring to bed long before the rest of them.

Donna looked in on him a few of the nights, just to check he hadn't snuck off. She expected to find his room empty and the window open, but instead, he was just there lying on his back, and staring blankly and almost desolately at the ceiling. His chest would be rising and falling rapidly, and his hands had a white-knuckle grip on the bed covers.

Each morning, she asked him how he was or if anything was wrong, and his answer was always the same.

He plastered on one of those fake, cheery grins, the sort that Alton Tower attendants give to all visitors. Then he said, "I'm all right."

That was the same line he said to her after the deaths of both River Song and his daughter, Jenny. That clearly meant he wasn't all right. Today, she wasn't letting that answer go. Donna was prodding him for some sort of real response.

"Okay," Donna said reluctantly. A brief pause later, she gave him a sly smile. "Are you afraid of my mum's house, or perhaps, being stuck under the same roof with her for a few days?"

Gradually, the Doctor gaze rose to meet Donna's gaze. Those soft brown eyes were wide, and possibly, slightly fearful. Although, she wasn't sure if he feared her mum or getting slapped if he said something rude about her mum.

"Oh, go on with you!" Donna stated with a chuckle. "Blimey! I've said less than pleasant things about her, so I'm not going to chide you if you want to be honest about her rubbing you the wrong way too."

The Doctor managed a tiny smile, which Donna decided she liked better than his moping expression of late. Again, he looked down at the cup, now sticking his left pointer finger inside. "Why I can't say I'm a fan of mums in general, Miss Noble," he said gingerly, while swirling the finger along the interior of the teacup. "It's not your mum in particular… and neither is it her house. Well, not specifically… well, I suppose I should say not alone… completely. Well, you know." After a few rubs, he removed the now tea, milk, and sugar covered finger, popping it directly into his mouth.

Donna watched him suck on the long, left digit as if it was some sort of sweet on a stick. She went back to sipping her tea and waited for him to continue. After two minutes, the only thing he did was reinsert his left pointer finger into the cup several times, continuing to remove the remnants. From across the table, Donna glowered at him. "Doctor!" she stated loudly, finally pulling his attention from sticky finger tasks.

"Ohm! Sorry? What were you saying?" he asked with one of those innocent expressions he liked to use when he was purposefully playing dumb.

Donna sighed. She was feeling frustrated and slightly tempted to reach across the table and slap him. She refrained from that urge. "Then, what is it?"

The Doctor furrowed his brow. "I have no idea what you are talking about."

"What's wrong with you?" Donna pressed, increasing her grip on her teacup as a way to control herself. "Going through some sort of Time Lord Time of the Month?"

One of the Doctor's eyebrows snapped up his forehead. "Time Lord Time of the Month?" he squawked in surprise. "What? No! No, no, no, no. I'm all..."

"Oi!" Donna interrupted, pointing an excusing finger in his direction. "Don't give me that, Spaceman! I know very well that something is up with you. Now, what is it?"

The raised eyebrow slowly slid back down the Doctor's forehead and into place. His lips parted gradually as if he was going speak. Instead, he suddenly yawned and said in a sleepy voice, "Oh! Is that time? Look how late it is already." He yawned again, stretching his arms this way and that.

Donna glanced over her shoulder towards the clock, which read 8:35 PM. "Late?" she scoffed, snapping her gaze back towards the Doctor who was already out of his seat. "What are you talking about? And since when do you sleep every day?"

"Must get some rest, so I can get up early tomorrow and... and..." he said, looking longingly towards the doorway leading to the stairs. "Well, you know... tomorrow."

"Just a second!" Donna exclaimed, reaching for his arm. He stepped out of her reach a second before she could grab him. "Doctor!"

The Doctor paused in the doorway. Over his left shoulder, he glanced at her. There was one of those fake, cheery smiles on his face. It sent a chill down her spine.

"Donna, I'm always all right," he said all too calmly. Anyone else might have believed it, but Donna knew better. She heard the lack of his usual vibrancy behind his words, and when he turned to leave, she noticed a subtle defeated sag in his shoulders.

"No, Doctor," Donna said to herself, "you are so not all right, and I'm going to find out why."

oOo

Donna had long ago finished preparing for bed. Now, in her blue flannels, she sat quietly but anxiously on her bed, trying to read a book. The problem was that she'd been reading the same page for the last thirty minutes. She wanted to go talk to the Doctor, but not until granddad and mum had already gone to bed. If they were up, they might over hear her and the Doctor talking, and then, try to intervene as well. The Doctor wouldn't like that, probably put him right off talking all together. If he closed himself off completely from her, she'd never know what was wrong or how bad he really was.

One thing she learned about the Doctor, since their first encounter two Christmases ago, was that he often preferred to keep everything to himself: all the pain, all the sorrow, and all the haunting ghosts of his past. The spaceman definitely held too much back from those around him as some pointless gesture of protection. Donna suspected he done it for so long that it had become second nature to him. All those dark layers hid the real spaceman beneath. She might never get through them all, but she was determined to at least free him of this one layer, even if she had to rip it off quick like an old plaster.

When Donna heard the bathroom door open, she glanced out her partially opened bedroom door. She saw the light emanating from the bathroom go out, and heard her granddad's heavy footsteps as they passed her bedroom. Putting the book down, she quietly pushed herself up from her bed and tiptoed towards her door. Peering through the crack, she saw the closed door to her mum's bedroom. There was no light coming from beneath it.

Gradually, she pulled her door open further and stuck her head out. Looking leftward down the hallway, she saw her granddad's bedroom door shutting with a click. A new smile spread across her face, before she glanced just across the hallway from her bedroom. There was the darkened guestroom with its door partially opened. Donna thought, if she listened close enough, she could hear the exceedingly deep breaths that the Doctor was dragging into his lungs, and then, forcibly pushing out in the same hurried way. Drawing in her own breath, Donna hit the light switch of her bedroom before exiting it. Then, she softly shut the door and quietly tiptoed across the hallway to the guestroom.

When she finally reached it in the darkness of the hallway, she carefully placed her hand on the brass knob and just listened for a moment. The Doctor's deep breaths were much more obvious now. She didn't even need to see him to know he'd be all dishevelled and sweaty. She could almost feel sorry for him, if he wasn't being so irritatingly withdrawn and guarded of late.

She'd make him talk this time, no letting him just say, "I'm all right." Setting her face into her most determined glower, she pushed open the door. The darkness shrouded the room into little more than dark shapes. Upon the room's double bed, she saw a lone form lying on his back with his face pointed up towards the ceiling. The Doctor's chest was rising and falling rapidly. Both his arms and his legs looked rigid, even from below the bed coverings, as if he was getting ready to suddenly jump or fall.

Donna kept her stern gaze mostly on him as she quietly shut the bedroom door, cutting herself and the Doctor off from any outside distractions and people. Once sure she securely closed the door, Donna started to make her way towards him. In a hushed but firm voice, she called out:

"Doctor?"

He did not respond, only stared blankly upward and breathed exceedingly heavily. Donna's brow furrowed, while gazing down at his stretched out and blanketed form. Drawing closer, she noticed that once again he had balled up his fists, gripping very tightly to the bed covers. His eyes were wide and appeared moist with tears. There were even streaks of perspiration on his brow and face, glistening in the bit moonlight that drifted through the gap between the curtains.

"Doctor?" she called out again. This time she said it a bit louder, hoping to gain his attention.

Still, the Doctor did not respond, at least not verbally. She noticed that the Doctor's lips were moving slowly as if he was speaking between gasps and heavy pants. If Donna didn't know any better, she'd say the Doctor was having some sort of panic attack.

Reaching out to his left shoulder, Donna gave it a gentle squeeze, and softly called out his name again, but still, nothing. She could feel the muscles under his pajama top were unyielding to the pressure she applied. Shifting the hand, she placed the back of it against his forehead. Almost instantly, she felt the extreme clamminess of his skin. It caused her to shiver involuntarily.

Donna's mouth fell open. A wave of shock and concern raked over her body. She had to retract her hand from his forehead for support, because her shaking legs could no longer do so. Now, instead of feeling ready to nag and pressure the Doctor to tell her what was wrong, all she wanted to do was rush him off to the nearest ER or contact Dr. Martha Jones for help. Donna felt sure something very, very bad was happening to the Doctor.

Briefly, she shut her eyes and tried to focus her thoughts. Donna knew she had to stay calm, if she was going to figure what to do. She needed to consider who she should be contacting about a sick spaceman with two hearts and probably a few billion other differences from humans. She wondered if she should be contacting Martha directly or through UNIT, and whether the Doctor still had that mobile with her number on it.

Before any of these or the millions of other thoughts swirling around in her head became clear, Donna felt a cold, iron grip wrap securely around her right wrist. She gasped loudly. Her eyes flew open to look at the captured hand. There in the few streams of moonlight, she saw the Doctor's left hand tightly clinging to her. Snapping her gaze up towards his face, she saw that now, his wide-eyed stare focused on her. In a tight and horse voice, he said:

"Help me, Donna! Please help me! Don't let me... us... Don't let us... Please!"

Donna's mouth opened and closed a few times, and she moved her other hand on top of his clinging one. She didn't want to necessarily pull his hand away, but she wanted to find a way to calm him down. "I'm... I'm here, Doctor," she said, seating herself on the bed beside him. "Tell me what I can do. How can I help you?"

The Doctor drew in several gasping breaths, looking at her with pleading eyes. "Please don't let me... me... us... No, me... Help me!"

"How?" she asked urgently, leaning in closer to him.

"How?" he inquired back with a deeply furrowed brow.

"Do you want me to call Martha?" she asked, giving his gripping hand a tight squeeze. "Does she know what to when Time Lords have panic attacks?"

The Doctor didn't respond. Instead, while still gasping for breath, he appeared lost in thought. His gaze drifted off to a point behind her. Then in a tight voice, he confidentially said, "Make it stop. Don't let me... let us..."

"What?" anxiously asked Donna, feeling very confused. He was jabbing on about random pronouns, using incomplete sentences and exclamations. "Doctor, you're not making any sense."

"Make it better!" he urged her, just as their gazes met again. His mouth was wide, drawing in great mouthfuls of air. She thought he looked as if he was suffocating. "I'm afraid, Donna. I'm afraid it will... it will... that we will... Help me!"

"I don't know what you mean, Doctor," Donna told him, but that didn't seem to make a difference as he started to plead with her again. She felt completely powerless. Obviously, the Doctor was in great pain, suffering from something or afraid of something, but she didn't have a clue what. "Are you hurt? Did you stupidly forget to tell me that you were hurt when the TARDIS was damaged or when we crash landed on Earth?"

The Doctor whimpered in pain, while squeezing his eyes shut. Fresh tears streaked down his face.

Donna cupped one of his cold cheeks with her free hand, trying to draw his attention back to her. "Doctor, you have to stay focused and tell me what's wrong? What hurts? What needs to be made better?"

"No," the Doctor breathed, drawing several larger breaths before continuing. "Not hurt." His moist eyes slowly opened again to gaze at her. "Not like that... feel. I feel but can't move. We're stuck. Stuck again! I'm so sorry..." His eyelids shut, and Donna thought she was losing his attention once more, but then, his eyes opened. "Trapped... we've been trapped here... We can't escape!"

Donna stilled, just letting her gaze sweep over the Doctor and taking in his words. "You feel trapped?"

The Doctor slowly nodded, gasping for breath and still looking at her with a pleading gaze.

"You feel like you can't breathe either? And you're having a panic attack?" Donna said as each detail fell into place.

The Doctor nodded several times over, before letting his head fall back. He drew in an exceedingly deep breath, arching briefly off the bed. As he released the breath, he spoke again. "Please... help me!"

"Doctor," said Donna, perhaps a bit too cheerfully, "you're suffering from claustrophobia! Oh, thank goodness! For a second there, I thought it was... Never mind what I thought. My friend Val has the same symptoms whenever she gets into a small lift." Then her brow furrowed in confusion. "But, hold the phone, why are you having it now?"

The Doctor's gaze shifted back in her direction. "Trapped," he gasped. "Can't... escape... from this... confined... here!"

"Escape from the house?" Donna asked. "That's ridiculous! You've been outside more than you've been inside since we arrived."

The Doctor groaned, while trying to lift his head off the pillow. The muscles in his neck and face tightened as he lifted his head, and he drew in even deeper breaths. He fixed Donna with steady glare, squeezing her hand to emphasize his words. "No, you stupid ape! Here... on this planet! We've been stranded on this backwatered, primitive planet!"

"Oi, watch it, Spaceman!" Donna snorted, smiling a bit too much to be really mad at him. "And don't be daft, Doctor! We aren't trapped on Earth. The TARDIS is just resting. I mean you told me that."

The Doctor's brow furrowed as tears still glistened at the corners of his eyes. "I... I told... told you?" he asked between gasps.

"Yes!" Donna stated, rolling her eyes. "Duh! Besides, how can you feel trapped on Earth? Now, you're just yanking my chain, Doctor." She laughed briefly, before he gave her hand an even harder squeeze, which made her squeak out a painful yelp. She glared back at him.

"You... don't understand! You stupid, barmy ape! Blimey! Of course, you don't! How... how could you... with your tiny... insignificant... concept of..." he started to rant between gasps.

"Oi!" Donna exclaimed, shoving him back on to the bed with her free hand. Not surprisingly, she barely had to push to cause him to crumble back into the bed. She poked him in the chest a few times. "Don't you dare get rude with me, Spaceman!"

The Doctor's gapping mouth widened further as if to continue his rant, but he must have thought better. Instead, he said in a quieter voice, "I can't live like this, Donna. I'll die again if I do! I know we will!" he told her. He kept drawing in deep breaths between every few words. "You and I... are so very different. More than you... can imagine. I see more... I feel more..."

"What do you mean?" she asked, furrowing her brow. "And don't you get high and mighty on me. Just say it straight."

The Doctor sighed, letting his head lull back. For a few seconds, he just stared at her, drawing in several exceedingly deep breaths. Then, Donna noticed gradually the shuddering breaths lessen just enough so he could speak more like his normal self. He met her gaze steadily with such earnestness that it caught Donna off guard. She felt speechless as she listened to him.

"You know when you're a kid, and the first time they tell you that the Earth is turning. You can't really believe it, because everything looks like its standing still," he explained, continuing to draw in ragged breath after ragged breath. "I can feel it: the turn of the Earth." There was a brief pause, adjusting his grip on her hand and letting his eyes slide shut. "The ground beneath our feet is spinning at over one-thousand miles an hour. The entire Earth is hurtling around the sun at over sixty-seven thousand miles an hour. And I can always feel it... we're falling through space, you and me, Donna Noble." Once more, the Doctor drew in an exceedingly deep breath, while his eyes opened just a tiny bit, focusing on her. "And we are barely clinging to the skin of this tiny rock, and if for a second, we let go..." His eyes snapped open, all wide and brimming with new tears, and in the same instance, he completely let go of her hand.

Donna felt herself take a shuddering breath of her own. Suddenly, she desperately wished to have his hand over hers, fearing otherwise she'd fall away, but to where, she didn't know. Unconsciously, her gaze dropped to his hand, searching for it and longing to feel him squeeze her hand again.

"That's why I'm afraid," he said, drawing several more deep breaths. "I'm afraid of being flung from this world by the primal forces of it, of the entire universe, because I can't control them, not alone. And I'm alone now. No TARDIS! No one to keep me from... being..."

Donna's gaze instantly snapped to meet his gaze. She puffed out a breath of her own. "Oh, don't be draft!"

The Doctor looked at her coldly, still breathing heavily.

"Ah!" Donna exclaimed, placing one pointer finger over his lips, stopping the words she knew were on his argumentative tongue. "I've listened to you. Now, you listen to me, Spaceman. I may not know all that technical or science-y stuff you do, or feel the universe move beneath me, but I'm not stupid or blind." She continued to hold up that one finger before him. "One. You are not alone. You've got plenty of friends, or at least people who tolerate your insane jabbering and rudeness. The TARDIS, according to you, should be fine soon enough. I still hold out for that. Martha, for God knows why, thinks the world of you enough to trust you with her life and the safety of her family. I suspect Rose would say the same, and so would UNIT."

"And you?" Doctor said suddenly, making Donna briefly stop in her lecture. She noticed a flicker of a smile on his lips, pleading with her to be included in that group.

Donna couldn't help the tiny flutter of a smile on her lips. "Yes, I suppose... that I... I tolerate you," she said, trying to sound dismissive, but she was sure the smile gave her away. Then she flashed two fingers before the Doctor's face, drawing him back to the point of her speech. "Two. There's nothing short of the end of the world that will ever cause you to be suddenly flung from the 'skin of this planet,' as you so poetically put it." When she saw his lips part to argue, she continued. "Ah! Don't tell me that it is more likely than I realise, Spaceman. People and creatures have lived on this planet for too long for your sorry ass to suddenly be chosen for flinging off it. Otherwise, I'm sure the powers of the universe would have done it a long ago." She winked teasingly at him.

Nibbling his lower lip, he muttered, "I suppose that's a fair point, but it would be nice to have some extra guarantee."

Donna lifted an eyebrow, watching as his lips dipped into a pouty frown.

With a deep sigh, she rolled her eyes. "Alright," she said. "Fine." With a less than subtle shove, she pushed the Doctor over towards one side of the bed, and in the process, forcing him to turn on to his side facing away from her. "Then I suggest you scoot over, Spaceman."

The Doctor glanced at her over his shoulder. "Why?" With narrowed eyes, he watched her as she pulled back the bed covers

"'Cause, I need room, if I'm going to be lying next to you for the rest of the night," Donna told him, slipping beneath the covers.

"Are you?" he said as his voice jumped an octave.

"Well, if the only thing keeping you from a peaceful night's rest is your draft fear that you might be flung off 'the skin of this world,' then the best thing I can do is help keep you grounded, as it were," Donna explained, pulling the blank up over her chest.

"Which means... what?" he asked with a raised eyebrow, turning over on to his back. Donna noticed the Doctor was no longer breathing heavily. In fact, he hadn't since she'd finished her lecture and especially after she mentioned she'd be sleeping beside him tonight.

She smiled warmly at the Doctor. "No fear you'll fly away, Doctor," she said, reaching out her left arm and encircling his midsection. She tugged him towards her and held him securely in her grasp. "I'll hold you down here on Earth with us stupid, barmy apes."

The Doctor blushed. "I'm sorry, Donna. You aren't some stupid, barmy ape."

Scooting in close, Donna said into his left ear, "Well, you are a daft spaceman."

"I deserved that," he said, smiling briefly at her. She noticed his eyelids started to droop.

Donna snorted. "Duh!"

His head lulled back. In a very quiet voice, he whispered, "Thank... you... Donna." Several slow, steady breaths followed those words. She had just laid her head down and shut her eyes when she felt him squirm in her direction.

Donna sighed, opening her eyes, and waited for him to stop. Once he did, she sarcastically asked, "Happy now?" She waited for him to make some strange or rude comment, but he didn't. Instead, there was a wheezing noise soon accompanying his steady breathing. Lifting her head, Donna saw the Doctor's eyes had shut and his lips partially parted. Quiet puffs of air escaped through his parted lips and nose in a soft, wheezy snore.

Donna softly scoffed. "I should have known you'd be a snorer," she commented, shaking her head.

Still, at least the Doctor finally was getting some peaceful rest. She couldn't help but grin, while she laid her head down back down on the pillow beside his. Her left arm tugged him even closer, letting his head lull against hers. Under her hand, she felt the steady double beat of his hearts. The steady rhythm was very comforting. Slowly, she felt her own eyes grow heavy. Donna let them flutter shut, feeling at last, she could get a decent night's sleep.

oOo

The night ended all too quickly for Donna. She'd enjoyed her warm, comfortable space. She didn't appreciate it when someone not only flung open the curtains to let the sunlight in, but also, had to announce the morning in an all too cheery voice. Donna was not ready for the hyperactive Doctor.

"Rise and shine, Sleepyhead!" he exclaimed suddenly. "Oh, look at that beautiful sun! Oh, you've got to see this, Donna! I don't think I've ever seen a bluer, brighter sky before. Donna?"

She grumbled, burying her face further into the pillow. She felt she could throttle the Doctor. Instead, she tried to ignore him and return to the lovely dream she had been having.

"Donna!" the Doctor cried like an overexcited toddler on Christmas day. The sound of his footsteps filled the moment of quiet, before he whispered a bit too loudly into her ear, "Do you always sleep in this late? I don't remember you doing this before, not even on the TARDIS."

Donna turned her squinted gaze partially towards him, fixing him a dark, threatening glare. "Well, if someone hadn't been snoring all night..."

The Doctor gawked in shock at her, pulling back from her a bit. "Me? Snore? No, no, no. I think you are very much mistaken, Miss Noble."

"Uh huh," she muttered incredulously, slowly turning over to face him completely. She gave him a once over look with her sleepy eyes. He was all dressed up in his brown pinstriped suit and overcoat with his hair actually combed in some sort of order. There wasn't a hint of the manic and depressive person of the last few days, especially the panic attack Doctor of last night. "So, why are you up so early and all chipper?"

The Doctor plopped down on the bed beside her, blowing out a breath. "Had to or your mum might have dragged me from bed"

Donna shot up in bed, suddenly very much awake. "Mum saw us in bed together?"

"Yup!" the Doctor stated, popping the 'p'. "I awoke at about seven this morning to find her gawking at me from the doorway. Her left eye was doing that twitchy thing it does when she's really mad. You know like it's convulsing or something. She really should have that looked at. Terrifying sight!" He shivered in disgust.

Donna just groaned and slapped her hands over her face. She was already dreading the lecture she was sure her mum would be giving her when she showed up downstairs for breakfast. "Just my luck."

"Any way," the Doctor stated loudly, drawing Donna attention back to him, "at least it happened now and not a few days ago. That would have been very bad."

Donna cocked her head to the side and gave him a shrewd look. "What do you mean? What about today is different?"

"Oh, didn't I tell you!" the Doctor exclaimed, leaping to his feet again. "The TARDIS is all better. We're heading out today. Allons-y! Back amongst the stars, saving the universe, running for our lives! Isn't that brilliant?"

Donna grinned and shook her head. She couldn't deny she was happy about that, but she was even happier to see the complete change in the Doctor's demeanour from the last few days. "So that's why you're so chipper. Got your chance to get away from confinement... put an end to your claustrophobia."

"Claustrophobia?" the Doctor asked, sounding momentarily confused. He looked at her in the funny way that he did when she said something he thought was barmy.

"Yeah, what we talked about last night," Donna told him, pushing the bed coverings back. "Remember?"

Slowly, the Doctor's eyes widened with understanding. "Oh, last night!" He nibbled on his lower lip and rubbed the back of his neck in that nervous way she often saw him do. "Ah, right. I wasn't quite right last night."

"You're telling me," she scoffed, and then, briefly chuckled.

"I think I said things and did things I probably wouldn't have," he said with an uneasy tone. After a moment of looking down at the bed, he took a seat beside her, clasping his hands together in a very unlike him manner. "I was sick, Donna, but not in the way you might think."

Donna gave him another shrewd glare. "What do you mean?"

"You know the TARDIS was badly damaged and needing time to repair itself," the Doctor explained. "In fact, some of her primary systems needed serious down time. That's why we were stuck here for so long."

"Yes, that's what you told me when we first arrived," Donna said slowly. She started to think he was about to attempt to convince her that none of it happened. That he'd make her feel daft for coming into his bedroom last night or the whole event was just some strange dream. She wasn't going to believe that, especially since she was in his bed. "What's your point?"

"Well, the TARDIS and I are connected: mentally. Sometimes we experience the same stuff," he told her, seeming to struggle with keeping eye contact. "Not, that I'm saying it has a strong influence on me. Well, not usually. I mean, I can feel her and when she's suffering or in pain, I experience some of it. Look the point is..."

Donna crossed her arms over her chest, giving him a shrewd glare. "Oh, so there is one. I was beginning to wonder."

The Doctor sighed. "The point is that she was bad enough off that I had to... help her, lend her some of my faculties and concentration. And, well, I accidentally, in a completely random course of events during our in-depth connection the first night, well, I triggered a sort of... well, put simply, caused a false memory to form in both of our minds. A memory partially drawn from our time when she and me were actually stranded on Earth... a long time ago, mind you. I... at least at the time, I didn't know it was false or how badly it was affecting me. Then, you started asking me questions yesterday, and I suddenly realised something wasn't quite right and... Well, you know."

"Oh, okay," slowly said Donna, trying to follow his explanation. "Actually, no, Doctor. What are you talking about?"

"Well, you see. Last night, I was trying to break the mental connection, while eliminating the false memory, but I wasn't having much luck... that's when you came into the room," he rattled on, drawing in a deep breath. "I was still having trouble sorting out myself from the TARDIS as well as our shared memories from the false one. That was until you started to talk to me. Interrupted the mediation I'd put myself into."

"Oh," she said. "So you aren't claustrophobic of being stranded on Earth?"

The Doctor's lips parted as if to speak; instead, he blew out a breath and titled his head side to side. "Well, not so much. I don't fancy being stuck here for longer than necessary, but I wouldn't go so far as being claustrophobic of it."

"Ah, I see," she said, feeling deflated on her efforts of last night. Here she'd thought she'd actually helped him.

"No, don't be upset, Donna," he said, reaching out and grabbing one of her hands. There was a huge grin brightening his face. "If it wasn't for you, I'd have never realised there was a problem and what it was, and then fixed it. You also helped me realise which memory was false." He leaned forward. "You, Donna, saved the TARDIS and me. If you hadn't resolved the issue, we might be stuck here a lot longer than necessary, perhaps forever."

Donna managed a small smile. "Just goes to prove that you are hopeless without me, Spaceman."

"Oh, yes!" he agreed, still grinning, and then without warning, he pulled her close and hugged her. She was just hugging him back when she heard him whisper into her ear, "Thank you, Donna, for everything."

Barely, a second later, she felt him very lightly kiss her on the cheek. A surge of warmth spread over her face, but she managed to stop herself from grinning like an idiot. Instead, Donna murmured, "Yeah, well, you owe me, Spaceman!"

The Doctor winked at her and grinned manically, while he pulled back. "And I've got just the thing: banana flavoured muffins! All nice and warm, and waiting for you downstairs," he said, before leaping to his feet and starting for the bedroom door. "You can thank me later."

"What? Wait, mum doesn't have a recipe for banana flavoured muffins, so where they'd come from, Doctor?" Donna asked, looking at him suspiciously.

The Doctor turned, flashing a smug grin. "You'll see," he said, giving her a once over look, "that is, once you've made yourself all beautiful again, Miss Noble."

Donna's mouth fell open and she scoffed at him. "Why you...!" she exclaimed, snatching up her pillow and flinging it at the Doctor as he vanished from view, laughing.