Donna stumbled back onto the TARDIS, hugging herself and a confused look on her face. She was crying.

The Doctor followed close behind, pausing to seal the bulkhead doors behind them with a wave of his sonic screwdriver before slamming the doors of the TARDIS itself. His expression was grim.

"So, Donna. You see. I'm sorry. I'm so, so sorry." The Doctor drew a hand over his face. "Things aren't always as they seem."

Donna fell to her knees. "Sp-space..." she gasped. "Oh, sod it. Doctor..." She looked up at him, not bothering to wipe her face.

"The little blue men," he said quietly.

Donna scrubbed at her eyes. She was so mad at herself, bawling like a little kid, but the cartoons that had brought her such joy as a child... shared moments with granddad...

"They were supposed to be happy! Helpful! Have diff'rent skills and that!"

The Doctor nodded, a sympathetic expression on his face. He winced as he heard a BOOM! "I hope they can hold out," he muttered.

She was oblivious. "He was supposed to be the bad u'n! Not be the last hope of humanity!"

"Yes, yes," said the Doctor soothingly, helping her to her feet. He noted the shimmer of the blast doors melting through the cracks in the main door. "Learning the truth in fairy tales is always bad, but let's focus, Donna, please..."

Donna looked up in a fury, and slapped him. "Focus? Gargamel as hero scientist, with Azrael as the general of his genetically-altered army of cat-men?! What the hell is-"

"Donna." The Doctor seized her shoulders. "The Swarm is about to break into this room. The Time Lords are no longer here to hold it back." He took a deep breath.

"Now PLEASE let me focus on finding the coordinates to enter before the last of them and his human companion are devoured and converted along with the rest of them?!"

She fell back. "Well, all right, this once," she said, in a faint voice.

The Doctor worked the console frantically, stealing glances toward the door. "Come on, girl, please!" he begged. When that didn't work, he started to smack the console with a mallet. "Come ON!" he shouted. "You're supposed to be bred to resist..." He stared at the console helplessly.

"They're a kid's show," said Donna, in a hopeless voice. It tore at the Doctor's heartstrings. The first companion to be able to stand on her own in a long while, to challenge him, and she was a puddle of childish self-doubt.

"They're always in syndication..."

The Doctor stared at her. He then lunged forward, grabbed her shoulders. "Donna! You brilliant, brilliant woman!" Before she could react, he dashed back to the console, dragging his arms across swathes of controls, typing commands into the keyboard that had risen from one section of the console.

Donna got back to her feet, shook her head. "All right, space-boy," she said, "just let me know what's on when we're safe, okay?"

"No need to wait," said the Doctor, typing furiously. "You gave me the clue. Syndication."

"Yeah," she said. "So?"

"So," said the Doctor, "syndication implies effort to keep it running. Except," he said, staring at the console, "they did a bit the opposite. They kept them in existence... by trying to eradicate them. So if I countermand the last orders with Presidential Code 566^7..." He turned to Donna. "Wish me luck."

"Luck."

The Doctor took a deep breath, then hit the 'enter' key.


Whuar Whar Whuar Varup Whuar Varp


Donna looked up. The Doctor grinned at her.

No, more than that. Tears streamed down his face. He seemed to be trying to laugh, but he just glowed.

"Donna, you magnificent..." he seemed to choke up.

"Um..." She decided to dispel the mystery right here. "All right, you're happy about something, but what..."

"They all live! Everybody LIVES!" The Doctor caught her up in a hug, dancing her across the floor. She was so startled, she didn't object.

He finally released her, and stepped back, still with a stellar grin plastered across his face. "Donna Noble, your common sense wins out again!" he crowed. Too softly for her to hear, he whispered, "Ten million years, my brothers and sisters. The rest of them DID have much to give us..."

"Sorry, what?" She brought herself to her feet. "What happened?"

"What happened, Donna, is that while it was a plague on the universe, what was keeping it on was," said the Doctor, suddenly looking deflated, "...was the Time Lords themselves."

She nodded numbly. "So, what happens now?"

"What happens now," said the Doctor, far too calmly, "is that the last temporal remnants of a massive intergalactic destructive force is a child's show on a small obscure planet."

"Oi!"

He grinned at her. "Sorry, but it's true." His smile softened. He clasped his hands before him. "Take comfort in the fact that you, Donna, can now take your place in the rolls of Saviours of the Universe." He winked at her. "Be a while before you can get up to my level, but..."

He suddenly stopped with his speech and walked away, grasped the edge of the console. He looked up, looking like he had made a decison, and strode back, full of purpose.

He grasped her shoulder, and looked into her eyes.

"Thank you for joining me, Donna Noble. Thank you for looking for me."

With that, he went back to the main console and started working the controls once more.