The doors to the TARDIS slammed open making the Doctor jump and whack his head on the area of console he was working under. He hissed and rubbed his forehead for a second before venturing to open his eyes.

A foot tapped in front of him. He assumed it was a foot because it appeared at the end of a long appendage that was, presumably, a leg. The Doctor was having trouble identifying it because the appendage was covered in dark red mud.

The Doctor extracted himself from a tangle of wires and got to his feet.

He took in the sight before him and burst out laughing, quickly turning the treacherous laugh into an unconvincing coughing fit.

Donna stood before him covered head to foot in the mud. She fumed in front of him and crossed her arms with a loud squelching noise.

"Uh-oh…" The Doctor thought.

The Doctor shifted his weight under the intensity of Donnas glare. "Um… So you didn't have a nice time playing with the kids then?" He said, his eyebrows disappearing up under his hair, a look of cherubic innocence on his face. At least he hoped it was cherubic innocence. Judging by the look on Donnas face he'd missed by a mile.

"Oh no, I wouldn't say that! They were very sweet alien kiddies. It was all going fine! Then some very helpful bloke, I don't recall his name at this moment, started explaining why humans have soft skin instead of an exoskeleton. That same person told them that sometimes humans go to great lengths to keep their skin healthy. I seem to recall mud baths were mentioned." Donna uncrossed her arms and stalked closer to the Doctor who backed up until he was pressed right up against the console. "Then this man, who's name still escapes me, went swanning off back to his time machine and left me to 'play with the kiddies' all on my own."

Donna put her head on one side and pursed her lips at the Doctor, pressing him further back over the console. "Did you know that each of those 'kids', are actually about as strong as the English rugby team? Cos I didn't. So you can imagine my surprise when one of them lifted me over his head and carried me off through the jungle. They've got sink holes all around the village, Doctor, did you know that? And they're all filled with this red mud. Do I need to draw you a picture of what happened next? Actually, I don't imagine I do seen as how I'M DRIPPING THE EVIDENCE ALL OVER THE FLIPPIN' FLOOR!" Donna punctuated the last words with a few rather savage jabs to the Doctors breast bone.

The Doctor opened his mouth to say something but closed it again as Donna cut him off with a raised hand, blue eyes flashing angrily.

She took a step back. "Now I'm going to my room and I'm going to have the longest shower in human history. I've got mud in places mud was never supposed to go."

With that Donna stalked out of the control room.

From his splayed out position across the console the Doctor watched her go. He swallowed hard.

"Wow…I never noticed that thing her lips do when she's angry." He thought.

A look of confusion crossed his face as he replayed that last thought. "What?? Where did that come from?! She's really angry, that should be my main concern, not how pretty her lips look when she's being it!"

The Doctor looked down at his now mud-covered suit. Cursing quietly in Gallifreyan he went back to his work under the console.

The memory of Donna pressed up against him over the console drifted into his mind and replayed itself in graphic detail. There was a loud clank as he dropped the spanner he was using.

"Concentrate…you've got to fix this coupler." He muttered to himself, picking up the spanner again.

The encounter played out again. This time in slow motion.

The Doctor blinked a few times and physically shook himself to try and dislodge the image. It didn't work. It replayed over and over again. Something in the way her angry blue eyes sparkled made his hearts beat faster.

"Well…" He reasoned, "Probably the adrenaline. She's got a vicious right hand. Death by Donna Noble is enough to make anyone's pulse race!"

He remembered the feel of her body against him, warm and soft, as he was pushed back against the TARDIS console. A warm sensation in the pit of his stomach began to spread.

"That doesn't mean anything." He told himself. "I mean, I'm not blind. She's lovely. It doesn't mean I…you know…like her. Not like that anyway. I mean I like her, of course I do. But that doesn't mean I fancy her!" The Doctors thoughts trailed off into silence.

The TARDIS hummed around him.

As realisation dawned the Doctor groaned loudly and put both of his hands over his face.



"Oh dear god, that was a hell of a day." Donna, dressed in a fluffy white bathrobe, flopped down onto the sofa next to the Doctor. She put a brush on the arm of the sofa and set about rubbing her hair dry with a towel she had slung over her arm.

She smiled through her towel. "Fun day though. Martha and Tom really suit each other. Well I suppose they better had seen as how they're married now. And Jack and Ianto looked so good together. Did you see Martha's mums face when Jack snogged him in the middle of the dance floor? It was a picture!"

She grinned wickedly, winking at the Doctor as she got up to set the towel out to dry over the arm of a chair by the fireplace. The Doctor watched her accidentally drop it and bend over to pick it up. He tried not to notice that her robe gaped at the top in an interesting way when she moved.

Inwardly the Doctor tried to shake himself. "Damn! I thought I was over this. I've been so careful! Doesn't matter. Need to concentrate. Don't stare. Mustn't stare. Mustn't stare. Mustn't st-" The Doctor looked up at the sound of Donnas voice.

"Doctor? You okay? You're staring." There was a concerned look on her face.

"No I'm not! I mean, I'm not staring. Wasn't staring. At you I mean. I was staring but not at you. Not that I wouldn't stare at you!" He added hurriedly. "Just…I wasn't just now."

The Doctor closed his mouth and dragged his eyes back to his book. "Smooth, Doctor. Really smooth."

Donna frowned and came back to sit next to him, folding her legs underneath her. "You sure you're okay?" She put her hand on his arm.

The Doctor swallowed hard and pushed his glasses back up his nose, eyes flicking to hers. He gave her a smile he hoped wasn't too manic. "I'm fine Donna. What were you saying? It was a bit of a long day wasn't it?"

Donna didn't look convinced but she removed her hand and twisted to get her hairbrush. She started passing it through her hair. "Yeah it was. Martha looked totally gorgeous but what did you think of those bridesmaid dresses? Bloody awful weren't they? Orange taffeta? Martha's sister was saying that their Mum picked em and didn't give anyone a choice. Typical Mum behaviour, that is."

"Your dress looked lovely though." The words were out before the Doctor could bite down on them.

Donna snorted. "That old thing? I've had that dress years. I should have bought something new but we've been so busy lately what with that thing with the Gremals and then that bloody satellite that went nuts. Not to mention my distinct lack of cash. Compared to Gwen and Tosh I looked like a sack of potatoes."

"I thought you looked gorgeous. You always look gorgeous. Right now for instance…that robe is very fetching." The Doctor blinked the thought away realising some sort of response to Donnas comment might be an idea.

"Potatoes?" He said weakly.

Donna rolled her eyes at him and went on brushing her hair. "The girls were saying that I should go out for a drink with them sometime. Apparently there's a late night shopping centre in Cardiff and they do a load of designer names really cheap. That'd be nice actually. Been ages since I had a night out with someone that wasn't an alien. No offense, Doctor. I was thinking we could stop off next time we're in this end of the universe. You could spend some time with Jack. He was saying how you never…"

Donna's voice carried on in the background but the Doctor was no longer listening. His mind was completely occupied by the growing area of pale skin being exposed around Donna's neck and shoulder. Every stroke of the brush was causing the robe to slip a fraction of an inch.

"It's lucky I've got a respiratory bypass system because I think I've stopped breathing." The Doctor thought to himself as he watched transfixed.

Donna seemed completely oblivious to the materials journey across her skin as she chatted away. One particular knot gave her some trouble and she stopped to use both hands to tease it out. The robe lost the fight with gravity and slipped down an inch past her shoulder leaving it bare to the world.

That was it.

The Doctor was up off the sofa, hands in his hair in exasperation or maybe just to stop him reaching out to grab her and pull her to him. He didn't know which but he did know he needed to not be here in this room right now if he wanted to avoid serious injury.

"Donna! I..." He choked on the words as his lungs started up again. "Yep. Definitely wasn't breathing." He thought as he took a few deep breaths before continuing. "I need to go to bed. Long day. Very tired."

Donna's forehead crumpled in confusion. "But…you don't sleep, do you?"

"Sometimes I do. Like tonight. Tonight I fancy a bit of a kip. So I'll be off to your room. I mean my room! To sleep in your bed. My bed! My bed. By myself. Alone." The Doctor stretched his arms over his head and faked a huge yawn that he was sure the gods of bad acting would strike him down for.

"Oh okay, I guess. Night then, Doctor." Donna said confusion all over her face..

The Doctor had disappeared before she had finished her sentence.

He ran along the corridor to his room and dashed inside, quickly locking it. Turning into the room the Doctor marched over to his bed. Sitting down slowly he stared into the darkness.

The little scene in the sitting room played out again. There was some disgustingly cheesy mood music playing over the top of the whole thing that he couldn't recall hearing during the actual event. And he was fairly sure that the Donna had not been in soft focus when he had looked at her. Additionally, he and Donna appeared to be wearing a lot less clothing than he remembered.

The Doctor felt the low growl start in deep in his chest before it made its way out of his throat. He blinked, shocked at the sound.

He smacked himself on the forehead, flopping back onto his bed.



"Doctor? Doctor? Time to wake up now." Donna's voice drifted down through the fog in the Doctors mind. "Come on, oh great and powerful Time Lord, time to get back to the TARDIS. What's up with him?"

The Doctor opened his eyes carefully and the industrial looking room danced in front of them. He couldn't seem to focus on anything.

"Room," He thought, "Will you please stay still and stop being all wobbly so I can focus on Donna? It's very rude to keep moving around all over the place when I've got her to look at."

There was movement and he tried to follow it. That was a bad idea. He groaned and closed his eyes again as the room span faster around him.

Another voice drifted down to the Doctor.

"Yeah...he's drunk. Sorry about that."

"Hey! I know that voice! That's Jack! Hello Jack! When did you get here?" The Doctor tried to smile but his lips didn't seem to be under his command. He felt more movement around him and his keen senses told him he was very possibly vertical now. Cold air swirled around him and night-time sounds of the city drifted by. He managed to open his eyes for a second and saw that he was strung between Jack and Donna, held up with his arms round their necks, walking out of the Hub.

"Drunk? Oh honestly…I go out with Gwen and Tosh and I come back to a drunken Time Lord." Donna sounded more amused than annoyed. The Doctor silently thanked Rassilon for small mercies. "Are Time Lords allowed to get pissed? I mean isn't there some kind of rule against being drunk in charge of a time machine?"

The Doctor heard Jack snort. "Since when has he paid attention to the rules? It's his own fault, really. He said he could drink me under the table anytime. That's not a challenge I take lightly."

The air around the Doctor changed and he heard the hum of the TARDIS. He reached out with his mind looking for the link he shared with her.

"Hello, old girl. Look! I found Jack and Donna! Isn't that brilliant?"

In response the TARDIS gave him the mental equivalent of a huge, exasperated eye-roll. The Doctor blew a raspberry at her and went back to listening to the world outside his head.

Donna was laughing as they moved through a couple of doorways. "But you're not even remotely drunk, Jack. What on earth did you give him?" The Doctor felt the air around him change again as they emerged into what smelled like his room.

"Well…" Jack grunted with a sudden exertion. The Doctor felt himself falling briefly before he landed on something soft and squishy. "I know a guy. He lives on an island out in the south pacific and brews this kind of rum from one of the native plants. It's the most potent alcohol known to mankind. That's what the Doctor was drinking."

"And you?" Donna asked.

"Water." Jack answered quickly.

"That's cheating!" The Doctor thought angrily at the space where Jack's voice was coming from.

The Doctor sensed more movement and there was a slapping noise. "That's cheating!" Donna laughed at Jack.

"Ow!" Jack laughed back good-naturedly. "Well no one said I had to play fair."

"Captain Jack Harkness, playing fair? Yeah somehow I can't picture it." Donna's voice had a teasing edge to it.

"Oh it's been known to happen on occasion. But it's so much more fun when you don't." The Doctor could practically hear Jacks grin sparkling. Under his closed eyelids he rolled his eyes.

"I bet it is." Donna purred.

"Well you should come back to the Hub and maybe we could discuss it over a drink? No water involved, scouts honour. Just talking and drinking and...well let's just leave the rest to the imagination for now shall we?"

"Oh now that's enough of that! Jack…get out of my room and take your fancy fifty-first century pheromones with you!" The Doctor thought. "But not with Donna. Leave Donna here." He added quickly.

"Hmmm, as tempting as that sounds I think I should stay here and make sure this walking brewery here doesn't get up in the middle of the night and try to fly the TARDIS into a black hole or something."

"Hah! Tough luck Ja-...wait, what? Brewery? Hey!" The Doctor tried to form his face into a hurt frown but his facial muscles remained on strike.

"You sure? You don't know what you're missing." Jack wheedled half-seriously.

"I'm sure Jack." There was a smile in Donna's voice. "Maybe when I don't have a nine hundred year old teenager to look after, I'll come back and take you up on that offer."

Jack chuckled and the Doctor heard clothes rustling. Despite its protests, he forced an eye open and turned his head to look at the place he estimated the voices were coming from just as Jack released Donna from his arms and placed a gentlemanly kiss on the back of her hand.

"G'night Ms Noble."

"Night Captain. See you soon. Oh and tell Gwen and Tosh thanks for a great time, okay?"

"Yes ma'am!" Jack saluted and turned on his heel as Donna playfully chased him out of the room.

"Cheeky git." Donna chuckled after him. She looked over in the Doctors direction. The Doctor tried to shut his eye. He thought it particularly unfair that his one open eye seemed determined to make him look stupid by now refusing to close, leaving him winking drunkenly at her.

"Oh you're back with us are you, spaceman?" Donna crossed over to where the Doctor was sprawled out haphazardly on the bed. "Did you have a good night with Jack then?" She asked sarcastically.

"No need for sarcasm, Donna. I feel stupid enough letting Jack trick me in the first place without you mocking me for it." Thought the Doctor. He made the effort to get this across to Donna.

"Ah...br...pfh." He said.

"Yeah. Thought so." Donna rolled her eyes at him.

Donna lifted his legs onto the bed the Doctor watched as she leant over his feet and started undoing the laces on his trainers. She pulled them off and lined them up neatly at the foot of the bed. Moving up the bed she hauled him up to sitting and tried to get the Doctors suit jacket off.

The Doctor slumped against her, his face landing in her hair. "Apples." The Doctor thought vaguely.

When she had finished extracting him from the jacket, Donna laid him back down on the bed and covered him with the duvet.

Donna disappeared for a few seconds and returned with a damp cold washcloth. She pulled one of his reading chairs to his bedside and looked at him.

The Doctor forced the other eye open and looked at her as she leaned over, placing the cool cloth on his forehead. The room had finally stopped spinning long enough for him to have a few seconds to see her properly. She was smiling at him, hand in his hair, stroking gently. His hearts danced in his chest.

"You're amazing Donna." The Doctor thought. "You really are. I don't know why you can't see it. Everyone else can but you just think we're all mad and brush it off. Look at you! I'm a nine hundred year old drunk Time Lord and you're in here with me looking after me." If his body had been responding to his commands he would have reached out and pulled her into a hug. "One of these days i'm going to tell you how I-"

The Doctor felt his hearts lurch again.

Only it wasn't his hearts.

Donna must have sensed it because, like lightening, a waste paper bin appeared under his head as he was heartily sick over the edge of the bed.

"You realise that I'm going to have to tell Jack about this, yeah?" Donna chuckled as her hand rubbed up and down the Doctors back.

The Doctor groaned as he lay back on the bed.



The TARDIS doors opened and the Doctor backed out leading Donna carefully over the threshold.

Donna scrunched up her nose and moaned. "Can I take this blindfold off now? I feel like a little kid."

"Honestly – humans! Always want to ruin the surprise." The Doctor thought as he rolled his eyes.

"Just a little bit further, promise." He said.

The Doctor led her a little way and positioned her just so. He smiled as she scrunched up her nose again. "She's right there…I could just lean in right now and…" He slapped down on the thought and cleared his throat, that's not the way he wanted today to go. "Well, alright, maybe later but not right now."

Moving around behind her the Doctor grinned, his fingers on the knot of the blindfold. "Ready?" He couldn't keep the excitement out of his voice.

Donna chuckled. "I take it back – you're the kid not me."

He ignored the dig at his expense. "It's a bit bright so open your eyes slowly okay?"

"Yes alright! Take the damn thing off so I can see what all the fuss is about!" Donna flapped a hand behind her to swat him but he jinked out of the way.

The Doctor undid the knot, letting the material fall away from her eyes. Donna scrunched up her eyes against the brightness and shielded them with her hand.

"Okay you weren't kidding about bright, were you? It's like when you put the bathroom light on first th…" She trailed off as she opened her eyes.

A beach of bright turquoise sand sparkled brightly in front of her, reflecting the light from two moons so close that Donna thought she could almost reach out and touch it. The sky above them danced with light as the myriad of star clusters shined down. In front of them a vast expanse of silver liquid stretched out towards a distant horizon.

"Wow." Donna gasped.

"What do you think?" The Doctor asked moving round beside her and watching her reaction as she took in her surroundings.

"Doctor…it's so beautiful." Donna put her hand to her throat unable to speak.

The Doctor smiled broadly and reached for her hand pulling her towards the waters edge. He scanned the ocean of silver in front of him and found what he was looking for. They were just in time.

"It's the only planet in the universe where this happens…" He pointed towards a ripple that was forming out of the centre of the flat expanse in front of them, like someone had dropped a stone into it.

"But…what…?" Donna faltered as she watched.

The ripple spread out across the liquid which seemed to shiver in its wake. As they watched the silver expanse in front of them began to move, flowing gently, and swirling inch by inch, very gradually building momentum. A wide, slowly twisting column of silver began to rise out of the placid ocean and began to stretch towards the sky far above the Doctor and Donna.

"What is it Doctor?" Donna whispered.

The Doctor looked at her and smiled. "It's life, Donna. The silver lake was actually billions and billions of dormant life forms waiting for that one little spark, that one little nudge to wake up and come to life. That only happens once every ten thousand years when this planet passes through this system. That ripple you saw spreading out across the surface…that was the whole process beginning."

Gradually the top of the column began to change. A glowing aura spread over it and danced across the surface. It shined brighter and brighter and, as Donna and the Doctor looked on, tongues of light licked out from the column into the air around it, leaving afterimages trailing through the air. The trails grew and grew and spread out down the column and back across the expanse of water.

As Donna and the Doctor watched the liquid pulled back from the beach until there was no longer any ocean in front of them. A towering column of slowly twisting silver and a fountain of light stood in its place.

Just as slowly as it started building, the tower began to shrink. The lights around the top grew brighter, spilling down the sides. Eventually the silver liquid was gone and an ocean of light spread out in front of them, shining brightly in its place. The surface rippled and danced. Occasionally a peak whirled up and broke away into the sky, soaring high and flaring briefly before fading out into tiny silver particles which drifted back down to join the ocean below.

Donna nodded as she gazed out at the scene in front of her. "They change from that silver stuff and turn into this."

The Doctor smiled down at her. "Exactly. The frequency of the light creates a sort of synthesis and they turn into beings that exist as light."

Another peak formed and flew up into the sky. Donna pointed at it. "I think I know what that is."

The Doctor gave her an appraising look. "Yeah?"

"It's how they breed. And how they die. They burn up and leave those little silver bits. That's what makes up the new ocean." She looked out at the shimmering surface in front of her. "Look at that. They only get a few hours of life, but they don't half make the most of it."

"My Donna…my beautiful, brilliant Donna." The Doctor thought as he grinned and took her hand and pulled her down closer to edge until the tips of their shoes were inches from the light. He sat down and crossed his legs, patting the sand next to him.

The Doctor watched as Donna sat down and hugged her knees to her chest, resting her chin on her arms, watching the new life swirl and dance in front of them. The two of them sat together in comfortable silence.

After a while Donna turned and glanced at the Doctor, doing a double take when she found him staring back at her. A guilty look flashed across his face and he whipped his head round to look out at the ocean.

"Doctor, what are you staring at me for?" Donna asked leaning her head to one side and giving him a bemused smile.

The treacherous part of the Doctor shouted in his mind. "Because you're gorgeous and you were distracted and didn't notice and frankly, even though this is beautiful, I'm a lot more interested in looking at you."

"Donna, I was not staring." The Doctor said in a haughty voice.

"Yes you were. I saw you. You were staring." Donna leant back and away from the Doctor slightly, giving him a sceptical look, eyebrow raised.

"Yes I was and I make no apologies for it! I'd do it all again even if it does mean you slapping me silly." The rebellious thoughts surged forward again and the Doctor had to get to his feet and walk a short distance to choke them down.

The Doctor turned back to where Donna was getting to her feet. He shoved his hands in his pockets. "You…you just happened to turn around when I was looking at you…" He started.

"Don't deny it spaceman, I saw you. You were staring right at me." Donna leant over and brushed some sand from her trousers. "You've been doing that a lot lately. And don't say you haven't, cos you have and you know it!"

The Doctor closed his mouth. "She's noticed that? Damn!"

Donna put her hands on her hips and frowned at him. "You bring me all this way to see this beautiful sight and you waste your time staring at me. Something's wrong with you, mister."

"What? Wasting my time??" The Doctor took a step towards Donna. "Donna-" He started but Donna cut him off.

"You're off your trolley mate if you think looking at me is better than all this!"

The Doctor tried again, growing frustrated. "Don-"

Donna snorted and made a face as she interrupted again. "It's not like I'm anything special is it?"

"D-" The Doctor took another step towards her.

Donna didn't notice. "Why would you want to look at me? Hardly going to win Miss Universe am I?"

The Doctor closed the remaining gap between them and grabbed her hands, pulling them up so they rested on his chest between them. "Stop it, Donna! I hate it when you talk about yourself like that! Why would I want to look at you?! Why wouldn't I want to look at you? You're amazing, don't you see that? You're funny and smart and quick and determined and so, so strong. You're all those things and breathtakingly beautiful on top of it. I know what I said all that time ago about just wanting a mate and I didn't mean to fall for you, I really, honestly didn't, but then there you were, being all...well you! And you kept being you and being more and more brilliant and I just kept falling harder and harder. I tried to stop myself, I really did! I tried to put it down to infatuation but then you'd do something or say something and I'd be right back where I was; in love with you. I love you, Donna! Do you know how hard it is to be around you and just be your mate when all I really want to do is reach out and touch your hair or take your hand or kiss you? Then you'll sit next to me in the library and put your head on my shoulder and it'll be all I can do just to breathe in and out. You're it, Donna. There's nothing and no one in the universe that I would rather look at. I look at you and everything stops. I'm only looking at you."

The Doctor panted into the silence as Donna stared at him, mouth slightly open in shock.

She closed her mouth and swallowed. "D...Doctor..."

The Doctor blinked at Donnas shocked expression and he froze, Donnas hands still in his. The silence between them stretched. "Oh god…" He thought. "Did I just…?"

"…I just said all that out loud, didn't I?" He asked quietly.

Donna nodded mutely.

The Doctor rapidly replayed his speech in his head. "So...the bit about me being in love with you...I said that out loud too?"

Donna blinked a few times and nodded again.

"Right." The Doctor opened his mouth a few times trying to compose a coherent thought.

"Yeah." Donna breathed.

The Doctor closed his eyes.