A/N: This was inspired by a discussion on Facebook when someone asked for a story about Midnight from Donna's POV while the Doctor was in the Crusader 50. I decided to write this and combine it with another part which shows the Doctor's thoughts while he was frozen and listening to the others debating on whether to throw him out. The first part of the story is from Donna's POV…

Chapter One

"Aw, come on, they're boarding now, it's no fun if I see it on me own. Four hours, that's all it'll take."

"No, that's four hours there and four hours back, that's like a school trip. I'd rather go sunbathing."

After traveling in that TARDIS with no windows, I definitely need to catch up on my tan, Donna thought while she listened to him.

She couldn't understand why he was eager to go to some stupid observation palace and view a boring waterfall. Especially since the whole thing was an eight hour trip with a bunch of strangers in a closed space. Not her cup of tea. But she loved when he was like this, eager like a little boy. It was one of the things she loved about him. It was rare these days to see him so relaxed and excited so she wished him well on his trip and told him to be careful.

"Nah, taking a big space truck with a bunch of strangers across a diamond planet called Midnight, what could possibly go wrong?"

She was about to reply, "Almost everything in the whole bloody universe!" but she got out "Almost" before he hung up on her. She shook her head, hung up the phone and relaxed by the pool while the staff member took the phone away. She then laid her head back and tried to relax but the Doctor's warning about the X-tonic rays creeped her out. Cursing softly at the Doctor for freaking her out when she was trying to get a tan, she rose from her deck chair and walked away from the pool in search of something else to do. She walked down a corridor that was lit by lights mounted in the ceiling above her. On either side of her were advertisements and monitors showing all the wonderful things you could do on Midnight. She paused at one that showed a promo for the Crusader 50 ride and she got a bad feeling that the Doctor might not have a safe trip. She scoffed at herself, chiding herself for always thinking the worst about everything.

"Every once in awhile, the Doctor has to land up somewhere where there's no trouble, right?" she muttered to himself. "Besides, he's a big boy, he can handle himself."

Still, she couldn't shake the feeling that something bad might happen. She wasn't interested in the Doctor romantically but she had bonded with the Doctor on a platonic level and she considered him one of her closest friends. Not to mention she always worried about the Doctor in a motherly way since she had seen firsthand how the Doctor could get out of control without someone around to help him. She had to admit this planet gave her the creeps. A planet where no life could survive and these people decided to build a resort on it? How insane is that? Shaking her head, she continued on, trying to find something to distract her from thinking about the Doctor.

She reached the end of the corridor and walked into an atrium. Off to the right was the pub and to the left was another corridor. She realized she forgot her Martian Margarita back at the pool. Since the Doctor paid for their stay with a credit stick, the drinks were complementary and she decided to get a fresh drink rather than go back. She walked into the pub and wrinkled her nose at the amount of smoke in the air from cigarettes, pipes and hookahs. The air also carried a musky scent that was overpowering and it took all she had not to hold her nose while she walked up to the front where the bartender was mixing drinks for customers. She walked up to the bar and waited for the portly man to acknowledge her.

"What'll it be, love?" the man said when he finally saw Donna.

"Um, Martian Margarita," Donna said.

She had tried the drink after reading the drink menu and picking it based on the name alone. But it was really good, she had to admit. A green liquid that was fruity with a bit of a tangy taste to it. She wondered if the TARDIS could copy the recipe because she could see herself lounging around the console room while she downed two or three of them. While she waited for the man to finish the drink, she wondered if the Doctor ever drank alcohol. She'd never seen him do it but then again, she'd never seen him do a lot of things.

While she was waiting, she suddenly felt a hand slowly running down her back. She turned and saw a drunk black man with long dreadlocks leering at her.

"Hello, ducky, fancy a shag?" he said in a slightly slurred voice.

"With you, not a chance," Donna said before turning back around.

She sighed angrily when the man came up beside her. His breath reeked of alcohol and she recoiled from that and from his leering face.

"Ah, come on, Ma'tieri, I'm a good lover," he purred as he tried to touch her cheek.

He grunted when Donna slapped his face.

"I said, no!" she said emphatically.

"Bitch," the man said, stumbling away while he held his hand to his cheek.

Donna snorted and accepted her drink. She hurried out of the pub in case the drunken man got any more ideas. She sipped her drink while she stood at the entrance to the pub and decided to explore a bit. She crossed the glass atrium to the other corridor and went down it. She rolled her eyes when she saw more ads and more monitors along the walls.

"Boy, they wanna make sure you spend all your credits here," Donna muttered while she walked past them.

Suddenly, one of the ads scanned her face and projected a 3D hologram in front of her. The hologram was fairly solid and to her surprise, it resembled the Doctor. She gritted her teeth when she realized the thing scanned her mind and constructed the hologram from her memories.

"Good day, Donna Noble," the hologram said in a robotic version of the Doctor's voice. "Welcome to the leisure palace. May I help you find something to do?"

"No thanks, I'm good," Donna said.

"I notice you have a Martian Margarita in your hand. Have you tried Starfire? The Vodka with a fiery taste that's out of this world."

"No," Donna said, wishing the hologram was solid so she could slap it the same way she slapped the drunk man.

"Would you like Chastian Chocolates with a rich chocolate taste that's to die for?" the Hologram said.

"No, I don't want anything, leave me alone!" Donna snapped at the hologram.

She tried to get past it but the hologram followed her and stayed just ahead of her while it asked her if she wanted cigarettes, dental floss and tampons.

"No, no, no!" Donna said, running to the end of the corridor.

She breathed a sigh of relief when the hologram stopped once she was out of the corridor. She was in another glass atrium with two more corridors in front of her and off to her right. She chose the one in front and warily walked down it, waiting for another hologram to assault her. This time there were only ads and monitors and no holograms popped up to torment her.

Good thing, Donna thought while she walked, if that thing had been in every corridor I would have found the owners of this place and slapped them all silly.

She heard someone talking and followed the voices until she came to a set of wooden double doors. She opened the doors a bit, peeked inside and saw a cinema. The film on the screen was the source of the voices. Donna opened the doors wide and walked inside. She walked down the aisle to a plush red velvet seat in the third row and sat down. There was a man and woman talking to one another. Both of them were dressed in Victorian clothes, the man in a black suit, the woman in a long black dress with a black bonnet.

"So, Elizabeth, fancy a shag?" the man said.

"Oh, rather," the woman said.

Donna choked on her drink when suddenly the two of them were butt naked in bed porking each other's brains out. She looked around and noticed several people nearby were masturbating and her eyes widened in horror when she saw the black man from the pub leering at her from two rows back.

"Oh hell no," Donna said, getting up and running out before the black man got any ideas.