A/N. I think I've burned a hole in my dvd, watching, pausing and rewatching the Midnight episode to capture Russell T. Davies fabulous words. Any brilliant dialogue in this story is his, not mine. I apologise to purists, but I simply wanted Donna to play a bigger part in this story.

Donna sighed as she lay relaxing on a sunbed by the pool, the sun filtering down and warming her gently. The Doctor had finally listened to her requests for a relaxing holiday, and brought her to a spa planet called Midnight. He'd been insistent upon her going on some tour with him, but she'd stood her ground. The crestfallen look on his face had nearly undone her, but then she remembered the lectures she'd have gotten on the wonders of the waterfall, and her resolve had strengthened. Ensconced in her soft, terry towelling robe, she wondered who she had to kill to get another drink.

Suddenly, the peaceful atmosphere, with its gentle music was rudely interrupted by the ringing of a telephone. Looking up, Donna saw an attendant with the offensive object in his hand. Knowing that it could only be the Doctor, Donna grabbed it and snapped, "I said, no!"

"Sapphire waterfall – it's a waterfall made of sapphires!" The Doctor wasn't ready to admit defeat.

Donna smiled indulgently, saying nothing.

"This enormous jewel, size of a glacier, reaches the Cliffs of Oblivion, and then shatters into sapphires at the edge, they fall 100,000 feet into a crystal ravine." He was pleading with her and he hated it, but something was niggling at him and he really wanted Donna to come with him.

"I bet you say that to all the girls." Feeling her resolve weaken, Donna tried to fob him off with a flippant answer. The Doctor was rarely this needy, almost begging for her company. Donna frowned a little bit, wondering if perhaps she should go if it meant so much to him.

"Oh, come on! They're boarding now! It's no fun if I see it on my own. Four hours, that's all it takes," he wheedled, detecting a hint of weakness, maybe she was reconsidering.

Suddenly reminded of how long it would take, Donna replied, "No, that's four hours there and four hours back, it's like a school trip. I'd rather go sunbathing."

Feeling a surge of concern for her, the Doctor cautioned, "You be careful, that's Xtonic sunlight."

Smiling at his protective tone, she reassured him. "Oh, I'm safe. It says in the brochure this glass is fifteen feet thick."

"All right. I give up. I'll be back for dinner; we'll try that anti-gravity restaurant. With bibs." The Doctor wound up the conversation dejectedly.

"That's a date. Well, not a date. Oh, you know what I mean. Oh get off!" Grinning at her clumsy attempt to cover up her faux pas, she waited for his response.

The Doctor had felt a little warmth in his chest at the thought of a date with Donna and quickly repressed it. He was only her mate, after all. "See you later."

"Oi! You be careful, all right?" Donna was a bit worried at his lack of response to her gaff.

"Nah. Taking a big space truck with a bunch of strangers across a diamond planet called Midnight – what could possibly go wrong?" Hanging up the phone, he shoved his hands in his pockets and slouched over to the boarding gate.

Donna cut off the call, looked at the handset for all of thirty seconds and ran for the changing room. She knew exactly what sort of things could go wrong when the Doctor was left to his own devices. And she wasn't going to let anything happen to him – not on her watch!

The Doctor was sitting in his seat watching the last of the passengers board. The Hostess was talking to a woman called Sky, who was sitting near the Doctor.

"Complementary juice pack and complementary…"

"Just the headphones, please." Sky replied in a bored voice.

"There you go." The Hostess passed Sky the headphones and turned to the Doctor, beginning to hand things to him. "That's the headphones for Channels 1 to 36; modern link for 3D vidgames; complementary earplugs; complementary slippers; complementary juice pack; and complementary peanuts. I must warn you some products may contain nuts."

"That'll be the peanuts," joked the Time Lord, gamely trying to perk up his mood. He'd really wanted Donna to come with him. Where was the fun of seeing the wonders of the universe without his best mate?

"Enjoy your trip," droned the Hostess in a mechanical sort of way.

Grinning maniacally, he chirped, "Oh, I can't wait! Allons-y!"

Frowning slightly, the Hostess asked, "I'm sorry?"

The Doctor's head spun around to the door, as a wonderfully familiar and sarky voice answered, "It's French for let's go! He says it all the time. Bloody idiot."

The Hostess scanned Donna's ticket, muttering, "Fascinating."

Donna's eyebrow rose at the disdain in the Hostess' voice, growling back, "Yeah, well, fork over the nibblies and stuff. I'll be sitting next to the nutcase." Settling herself in next to the Doctor, she took the offerings from the Hostess and set about making herself comfortable. Once she was satisfied with her surroundings, she looked at the Doctor who was gazing at her happily. "What?"

"You came," he announced, grabbing her hand and bouncing slightly in his seat.

Making a grab for the packet of peanuts he'd managed to dislodge from his lap, she squeezed his hand and said, "God knows what trouble you'd land your skinny butt in, if I left you alone. But I'm warning you now, Skinny Boy, I'm sleeping on the way there and you'd better shut up and let me. I've had a number of cocktails and I'm a bit pissed. They put waaaay more alcohol in them on this planet. Unless you want to carry me to this waterfall, you'd better let me sleep them off."

Murmuring soothingly, he stroked her hand, not bothering to correct her assumption that they'd have to walk to see the waterfall. "Okay, you sleep. I'm sure I can find someone to talk to…"

Donna looked at his eyes, shining with what she suspected was relief, and patted his hand with a fond smile. Then she handed him his peanuts, as well as her own, much to his delight and settled herself against the side of the shuttle to get some sleep.

Meanwhile, the Hostess had moved on to the people sitting behind them, offering, "Headphones for channels 1 to 36…"

Professor Hobbes cut her off quickly, "Oh no, thank you, not for us!"

His assistant, Dee Dee Blasco, hastily interjected, "Earplugs, please."

With a supercilious smile, the Hostess handed them over. "There you go."

Professor Hobbes turned and started lecturing his assistant, "They call it a sapphire waterfall, but it's no such thing, sapphire's an aluminium oxide, but the glacier is just a compound silica with iron pigmentation!"

The Hostess moved on to the married couple, Val and Biff Kane, handing them the complementary goods. Thanking her, their attention is drawn back to the condescending tone of the Professor.

"Have you got that pillow for my neck?" He demanded of Dee Dee.

Meekly, she replied, "Yes, sir."

Undeterred from his grumpiness, he further demanded, "And the pills?"

"Yes, all measured out for you, there you go."

Seeing that Donna had indeed fallen asleep, the Doctor knelt on his seat to look over the back at the Professor and Dee Dee.

Noting the sudden appearance of the Doctor's cheerfully earnest face, the Professor introduced himself with a pompous air. "Hobbes! Professor Winfold Hobbes!"

Grinning, the Time Lord replied, "I'm the Doctor, hello!" Reaching out to shake the Professor's hand, he looked enquiringly at the woman with the Professor.

Ignoring the look, the Professor exclaimed, "It's my 14th time!"

Attention drawn back to the man, the Doctor replied mildly, "Oh! My first."

"I'm Dee Dee, Dee Dee Blasco," piped up the bookish looking young woman.

The Doctor grinned at her in turn, as he shook the hand she offered. Opening his mouth, to introduce his sleeping companion, he was interrupted by the Professor.

"Now don't bother the man! Where's my water bottle?"

Looking away from his newly met friends, the Doctor's attention was captured by the family on board. The Hostess was offering the complementary goods to Jethro, a sullen looking teenager sitting some distance from his parents.

Val said to her son in a shrill voice, "Don't be silly, come and sit with us. Look! We get slippers!"

"Jethro! Do what your mother says," commanded Biff.

Unimpressed, the teen merely grunted, "I'm sitting here."

"Oh, he's ashamed of us. But he doesn't mind us paying, does he?" Biff commented bitterly to his wife.

Trying to smooth things over, she replied, "Oh, don't you two start. Should I save the juice pack or have it now? Look, peach and clementine."

The Hostess had moved to the front of the shuttle to address the passengers. "Ladies and gentlemen and variations thereupon, welcome on board the Crusader 50, if you would fasten your seatbelts, we'll be leaving any moment. Doors!"

The Doctor looked curiously, as the doors sealed.

"Shields down!" Instructed the Hostess.

Redirecting his bright eyed gaze, the Time Lord watched the shields descend over the windows.

Continuing her pre-flight speech, the Hostess went on, "I'm afraid the view is shielded until we reach the Waterfall Palace. Also a reminder, Midnight has no air, so please don't touch the exterior door seals. Fire exit at the rear, and should we need to use it… you first." Laughing gaily to indicate the absurdity of that idea, she then said, "Now I will hand you over to Driver Joe."

The driver's voice came over the tannoy system, "Driver Joe at the wheel! There's been a diamondfall at the Winter Witch Canyon, so we'll be taking a slight detour, as you'll see on the map. The journey covers 500 kliks to the Multifaceted Coast; duration is estimated at four hours. Thank you for travelling with us, and as they used to say in the olden days, wagons roll!"

Fascinated, the Doctor studied the map when it came up on the screen. Then he glanced at Donna, who was peacefully sleeping through all the noise. The engines accelerated as the shuttle started to move. The Doctor gave an excited little bounce and turned his attention back to the Hostess.

"For your entertainment, we have the Music Channel playing retrovids of Earth Classics." The Hostess pushed a button on her remote, causing screens to appear in front of each passenger showing Raffaello Cara singing "Do It Do It Again."

"Also, the latest artistic installation from Ludovico Klein." She pushed another button to start a holographic show.

"Plus, for the youngsters, a rare treat – the Animation Archives." Turning on a projector, old cartoons appeared on the screens.

"Four hours of funtime! Enjoy!" She announced in a flat tone that conflicted with her statement and beamed a false smile at them.

The Doctor stared in dismay at the multiple screens, the cacophony of sounds coming from them assaulting his delicate Time Lord senses. He looked around at his fellow passengers, noting that nobody but the married couple were enjoying it. Donna's face was frowning slightly and she shifted a little and muttered. Alarmed that she'd wake up and blame him, the Doctor immediately used his sonic screwdriver to surreptitiously turn off all the screens. He looked over at Sky, smiling when she smirked at him.

"Well, that's a mercy!" Exclaimed Professor Hobbes, from behind him.

Scurrying forward, using her remote in a futile attempt to reactivate the screens, the Hostess cried, "I do apologise, ladies and gentlemen and variations thereupon. We seem to have had a failure of the Entertainment System."

Feigning disappointment, the Doctor sighed, "Ooh."

Sincerely upset, Val burst out with, "But what do we do?"

"We've got four hours of this! Four hours of just… sitting her?" Biff was just as upset.

A grin split the Doctor's face as he turned to his fellow passengers, suggesting, "Tell you what! We'll have to talk to each other instead!"

His enthusiasm was met with bewildered looks. So he started out with a round of introductions – who people were, where they were from – and then told them a funny story from his travels. He carefully manoeuvred the conversation in such a way that he merely introduced himself as a traveller called the Doctor. He didn't bother to introduce his sleeping companion, thinking she'd do so for herself when she woke up. Pretty soon, he had everyone but Sky, Donna and Jethro drawn into an animated story telling session. Sky remained in her seat, reading her book. Donna continued to sleep peacefully and Jethro seemed determined to maintain his moody teenager persona, pretending he wasn't listening and hiding his amusement.