This is dedicated to Stacy, my dear friend without whom this would never have been written.

It was a quiet day in Chiswick, in the year 2038. The air was brisk and damp, and a thick fog hung over the street, seeming to swallow up everything it touched. The TARDIS was just barely visible under the canopy of a Weeping Willow; it was important that it stay hidden, at least for the time being. No one would be able to see it if they weren't looking for it; not that anybody was, of course. The only person near that had ever known of its existence had forgotten long ago.

The Doctor, trying his best to stay hidden (a skill which had improved exponentially over the years), watched closely as a woman in her late twenties helped an older woman in her late sixties climb the stairs into a flat. The older woman's skin was looser than it had once been, and even through the distance between them, The Doctor could see that there were deep wrinkles in her face. The color of her hair had dulled; what was once a fiery ginger was now a mix of gray and brown. But behind the wrinkles and thinning hair, she was still the woman who had been his best friend. She was still his Donna.

The younger woman's name was Alice, and she was Donna's daughter. Her hair was the same brilliant ginger that her mother's once was, and her eyes the same deep green. The Doctor had seen her a few times during her childhood, a few times during her young adult life, and several times quite recently. Every so often, The Doctor would return to Chiswick (whether he had a companion with him or not) just to see how Donna was doing; it was very important to him that she lived a good life. He had seen Alice grow up while he watched his friend grow older. But Donna had always seemed content, and that was all The Doctor could really hope for.

It had made him so happy when he had returned to September of 2009 and saw a now thirty-nine year old Donna heavily pregnant. He knew of course that the baby was the product of a New Year's Eve party gone wild, and that the father would want nothing to do with either her or the child, but he also knew how incredibly happy this child would make her. Donna needed someone to look after, The Doctor had realized, and although he hated very much to think about it, he also knew that one day Donna would need this child to take care of her.

Donna had begun to show signs of Alzheimer's disease just after she turned sixty-five; the occasional misplacing of a personal item or forgotten appointment had turned into putting things away where they didn't belong, and dangerously forgetting that she had turned the stove on. Finally, Alice had moved back in with her mother to make sure that no harm could come to her. After that first year, Donna had even started to forget her own daughter, breaking Alice's heart every time she had to ask her name.

From behind a tree (not a very good hiding place, he realized), The Doctor saw Alice unknowingly drop her scarf before stepping inside and closing the door, and The Doctor took this as an opportunity to approach them. He jogged up to the stairs, picking up the garment and shaking out bits of dead leaves that had stuck to it. He knocked on the door impatiently. A few moments passed and Alice appeared in the doorway looking slightly exasperated. The Doctor noted how very much she looked like Donna. It wasn't exactly surprising, as he had seen her multiple times before, but it really struck him this time. He smiled.

"Hello, Miss..."

"Noble," Alice supplied, watching him curiously.

"Right, Miss Noble. You dropped this!" He held out the scarf and smiled again when she took it. "I was walking through here and figured I'd pop by and uh, return it. I'm John Smith... Say, Noble? Are you by any chance related to Donna Noble?"

" She's my mother...why do you ask?" The Doctor didn't answer her right away, instead looking past her and into the parlor where he saw Donna sitting in an armchair.

"She's an old friend of mine, Alice. We used to travel together. May I speak with her?"

This sudden information both confused and startled Alice to the point where she didn't even notice The Doctor slip past her and into the house.

"Hey, wait a second!" Alice slammed the door shut and grabbed The Doctor's arm, pulling him aside before he reached her mother.

"How can you be an old friend of hers? You look half her age! And my mother never traveled. She told me she's lived in Chiswick her whole life."

"Doesn't mean she never left, does it?"

"Well no..."

"You see? Now, may I speak with her?" He looked so excited; it nearly broke Alice's heart to tell him about her mother's condition.

"Even if you were friends with my mother, which...for some reason I don't find entirely unbelievable, she wouldn't remember you. Not now."

The Doctor knew this, of course, but had to act as if it was brand new information.

"Why's that?"

"The Alzheimer's. It's gotten so bad that she's starting to forget me."

"I'm so sorry," The Doctor said.

"Half the time she just sits there, watching the television, but without really seeing it, you know?" Alice continued, as if she were relieved that there was someone she could confide in. "But sometimes she talks absolute nonsense-"

This piqued The Doctor's interest. "What sort of nonsense?"

Alice shrugged. "Sometimes she talks about this blue box… She named it once, but I don't remember what she called it. It wasn't a word, though; it was like she'd made it up."

The Doctor nodded, urging her to continue.

"But sometimes she talks about this man. She called him The Doctor, and at first my boyfriend and I thought she was talking about her doctor, but the things she said didn't make any sense." Alice shook her head as if to refresh the memories of the things Donna had told her. "She said he was tall. She loves how tall he his. Thinks it's funny. She told me that he was a…" She looked into The Doctor's eyes and he could almost see the wheels in her head turning, beginning to make connections.

"She told me he was a traveler, and that she went on adventures with him."

The Doctor nodded again, hoping Alice would be able to make the connection on her own.

"But that… That can't be you." Alice backed away from him unconsciously.

"Why couldn't it? Your mother and I, we went on adventures that you wouldn't even believe. Or maybe you would. If you're like her," He gestured toward Donna, "you wouldn't have any choice. You'd just accept it." Alice just looked at him in shock. She didn't want to believe that the man in front of her could be the same man from her mother's wild ramblings, but at the same time, she wished it were true. She wanted there to be validity to Donna's words so that she would know her mother's mind wasn't completely gone, but she just looked at The Doctor in disbelief.

"She must have gotten it out of a book or something," Alice said to herself, looking away from The Doctor as if he hadn't said anything at all. But he just simply gave her a look.

"You're The Doctor then?"

He nodded once more.

"I don't believe it..." Alice's voice trailed off.

"I can prove it to you," The Doctor said, extending his hand for Alice to take. "I can show you the blue box, Alice, and all the doubts of your mother's sanity can be forgotten. But you have to promise me one thing. Just one." He watched her face tentatively and retracted his hand.

"What is it that you want then?" she asked suspiciously.

The Doctor looked once again to Donna, and wondered if what he had been planning to ask could be dangerous. He had stayed away from her to make sure that the memories of their time together would never resurface, ensuring that her mind never burned up, as he had once put it. But hearing that she had spoken of him frequently meant that she did indeed remember him. If he were to be completely honest with himself, he would have to say that he had no scientific explanation for why she hadn't been harmed, but he was extremely thankful.

He turned back to Alice. "I want you to let me take her with me, once more, after letting me speak with her."

"Show me this blue box first," Alice protested.

"Fair enough," The Doctor replied. "Though, just for the record, it's called a TARDIS." He watched Alice's eyes widen, wondering what had shocked her this time.

"That's what she called it, the blue box," Alice revealed. It was so unbelievable that this man, this stranger had waltzed into her home and within minutes was able to fill in blanks that she hadn't even known were there.

"Mum called it the TARDIS. I thought she had made it up, it's not even a word." Alice's face had gone pale, and she gazed sadly at her mother. "All this time, I thought she was going mad, but she knew exactly what she was talking about…"

The stood in silence for a few moments before Alice spoke again.

"Show me this… TARDIS."

The Doctor smiled again. "Gladly."

But instead of going outside, Alice, followed by The Doctor, walked into the parlor and knelt by Donna's chair. "Doctor, I can't leave her in here by herself… I don't even think she knows I'm speaking to her."

"She knows. But if you'd rather not leave her…"

"I can't. She almost burned down the flat the last time she was by herself." She stood and walked back to The Doctor. "There are still some good days, though," she said. "There are days where it's easier to look over the sickness, and pretend for just a little while that nothing has changed." She sighed, wrapping her arms around herself.

"Doctor?" His head snapped up at the sound of his name being called. Donna's voice sounded so fragile, but she looked at him with such intensity that for a moment, it was like they were back in the TARDIS, one of their long discussions having just been finished.

"It's me," he replied, kneeling where Alice had been in front of Donna. "I've missed you, old friend." He took her hand in both of his and rubbed his thumb over her knuckles.

"Where is it?" Donna asked, looking around the room almost frantically.

"Where's what, mum?" Alice questioned softly.

"Oh, you've come to take me with you again, haven't you?" Donna asked, the biggest smile The Doctor had ever seen spread over her face.

"Indeed, I have," he replied, returning the smile. "That is of course if you would like to come with me."

" I've waited a long time for you to come back," Donna told him, and she squeezed his hand. But then something in her eyes changed, and for a moment she looked so lost. Her grip on The Doctor's hand went loose. She didn't recognize him anymore. Alice joined him on the floor once again when she saw the disappointment ghost across his face.

It was selfish of him, he realized, to come back. He should have stayed away, far away, leaving as much distance in time and space between them as possible. He had ruined Donna's life. And Alice, an innocent bystander in the path of destruction and pain he seemed to create for all of his companions, was losing her mother more and more every day, and it was ruining her life as well. She was unable to leave Donna by herself, and there was no one else to help take care of her. No siblings, no aunts or uncles. No one. The burden was hers alone, and The Doctor wanted so badly to help alleviate that.

Logically, he knew Donna's sickness had not been his fault, but he felt responsible somehow. He felt like he should be able to fix it. And he wanted to, oh, how he wanted to be able to fix Donna. She deserved to have the happy memories of her family, and her daughter and their life together instead of the short life she had lived with The Doctor, and he felt so guilty that those were the memories she had clung to. Memories that weren't even supposed to be there had become the most important to her.

"Talk to her, Doctor," Alice urged him, curious as to how her mother would react. "You said you wanted to talk to her."

"Yes, I did." He searched Donna's eyes for a sign that she recognized him, but there was none. So he began to speak again.

"Donna, I'm going to tell you a story, okay?" He chose now to sit cross-legged on the floor rather than kneel; he didn't know how long he was going to be sitting there, and he didn't even know what he was going to tell her, but he wanted to stay with Donna as long as possible.

"Listen to him, mum," Alice said, her voice thick with sadness. She felt slightly jealous of the fact that Donna had recognized him as soon as she saw him, but her heart almost broke for him when it was made clear that Donna was forgetting him, too. She was all too familiar with that feeling.

"There was once this man, you see. He was called John. He was a wanderer of sorts. And he was a very broken man, full of sadness and regret, and longing."

Donna was listening intently, or so it appeared, so The Doctor pressed on.

"This woman found John one day, by accident. Her name was-" His eyes flickered over Donna's hair. "Ginger. Her name was Ginger." He paused. "They became wonderful friends, and they grew to depend on one another." The Doctor squeezed Donna's hand gently. Out of the corner of his eye, he could see Alice watching him, her brows furrowed and concentrating.

"You see, John and Ginger were both missing something very important in their lives. John needed someone who could tell him when enough was enough… someone who wasn't afraid to stand up to him and tell him what they felt was right, or wrong in some cases." The Doctor rubbed small circles over the back of Donna's hand with the pad of his thumb before continuing.

"And Ginger… it seemed to her that she needed John more than he had needed her. He made her feel important. You see, Ginger never thought of herself as special, in fact, she thought quite the opposite. But John always told her that she was brilliant, and after a while with him, Ginger began to believe it."

The Doctor wasn't quite sure where he was going with this story, but watching Donna's face light up as he spoke, as if she was picturing it all in her mind was something that he didn't want to see end any time soon.

"Ginger very much liked to hug John, and that was alright with him, because he liked to hug her, too, but he'd never tell her that."

"The TARDIS," Donna said, the sudden proclamation surprising both Alice and The Doctor.

"Yes, what about it?" asked The Doctor, kneeling once more to be eye level with Donna.

"I went with you in the TARDIS," Donna said, her eyes fixed on The Doctor's. She brought her hand up to touch his face. "My Spaceman… You haven't changed."

The Doctor covered her hand with his, and held it to his face for a few moments.

"That's right, Donna. You knew it was you in the story all along, didn't you?"

"Of course she did," Alice interrupted. "I could see it in her eyes."

The grin on Donna's face was unwavering, and it made Alice so happy to see her mother like this. It was such a rare occasion that Donna seemed happy, despite Alice's hard work to make her mother comfortable. She found the name Doctor extremely ironic; he seemed to have fixed something in Donna that Alice hadn't even known was broken.

The Doctor turned to Alice now, his dark eyes flashing.

"I'd like your permission to take Donna with me, in the TARDIS, one last time," he said, as if it were as normal a request as asking for a glass of water.

"Permission?" came Donna's voice from beside them, sounding annoyed, and The Doctor held back a chuckle. It was just so very Donna that it was almost laughable.

"She's my daughter, I don't need her permission."

"She's taken care of you for the past two years, Donna, you need her permission."

But Alice wasn't even thinking about letting her mother go or not, the only thing she could even process was that her mother had recognized her as her daughter, and that had sent Alice over the moon.

"Of course," she said her voice thick with emotion.

"Brilliant!" The Doctor clapped his hands together and Donna gave an excited squeal.

"She will be safe with you, won't she?" Alice asked, furrowing her brow again. It had just dawned on her that she was entrusting the care of her mother to a man who had shown up on her doorstep without warning and allegedly traveled in a blue box called a TARDIS. It didn't exactly sound like the picture of safety. But somehow she found herself trusting The Doctor completely, just because her mother did. There was just something about him; something about him that screamed to her that he was telling the truth about everything.

And to not believe him would be to deny her mother the happiness she so deserved (even if it were only for little while), and she just couldn't do that.

The Doctor looked into her eyes, and with such intensity Alice thought she might burn under his gaze said, "I will do everything in my power to keep your mother safe and out of harm's way. You have my word."

And that was it. Alice could no longer doubt him.

"Ah, Alice, would you mind very much escorting your mother and I to the TARDIS?" asked The Doctor, helping Donna out of her chair. Alice signaled for him to lead the way, and he took Donna's hand like he had done so many times before out of instinct. "Come along then, Donna. One last adventure, what do you say?"

The three of them made their way from the flat and down the street until they reached the TARDIS, still mostly hidden from view under the Weeping Willow tree. The Doctor opened the door and a puddle of golden light spilled onto the ground.

Donna put a hand over her mouth; she looked close to tears.

"I never thought I would see it again," she said softly, taking her hand away from her face and reaching to run her fingers over the royal blue paint on the door, as if making sure it was really there.

"Unbelievable," Alice breathed, stepping almost fully inside. There was no way that all of this could be real, she thought. But there it was, staring her in the face. She had no choice but to believe now.

The Doctor led Donna inside, seated her on the cushioned bench in front of the controls, and then jogged back outside to speak to Alice.

"You can come along, if you'd like," he said to her, his voice low.

"No… she needs this, Doctor. And I think you do, too, don't you?" She looked past him into the console. Donna was looking at her surroundings in awe, but not in confusion. Alice smiled, but it quickly faded, realization once again setting in.

"Where are you taking her?" she demanded, running a hand through her hair. There was such a conflict going on inside her mind; on one hand, she wanted to just be okay with all of this, and accept it, but on the other, she thought she must be crazy. How could she let this man go off with her mother?

"Anywhere she wants," The Doctor said simply. "Listen, I know this all must be very hard to comprehend-"

"Oi! Are you insulting my intelligence?"

"-you really are her daughter…" he muttered to himself. "Sorry… it must be very hard to accept. But you'll just have to trust me."

He ran back inside, and Alice heard him say, "So, Donna, where would you like to go?" before he closed the door behind him this time. A few moments passed and Alice considered returning to the house, but something made her stay. Her jaw dropped when the TARDIS began to pulse, fading in and out of sight until finally it was gone, and she was left staring at an empty patch of the ground.

The Doctor returned to Chiswick only once more after that day, in the Winter of 2040 to attend Donna's memorial service. It was a small ceremony; only a handful of people attended, mostly close friends of Alice's and her (now ex) boyfriend. The Doctor stayed out of sight, though, silently and privately paying his respects to his dear friend.

When the service ended, and the attendants had all given their condolences and gone home, Alice stayed behind and knelt before her mother's grave, a sad smile gracing her lips. The Doctor came up behind her, but before he could say anything, she said, "Hello, Doctor."

He smirked. "How did you know it was me?"

Alice stood up and brushed her hands off. "I heard the TARDIS," she said simply. "I'll never forget the sound, not after that day."

"I'm sorry for your loss, Alice. Your mother was a very dear friend of mine."

"Thank you, Doctor."

"What are you going to do now?" he asked.

Alice thought for a moment. "I'm not sure. There isn't anything left for me in Chiswick. No family, no boyfriend..."

"You could come with me," The Doctor said, as easily as if he were asking her to lunch. "See the world... the universe... whatever you'd like."

Alice looked thoughtful. It might be wonderful,traveling with the Doctor, but she couldn't just up and leave. There were just too many things that needed taking care of at the moment.

"I want to," she began, "but there are things that I have to do here. All of mum's stuff... I need to sell it, get rid of it... something."

"I see," The Doctor replied, nodding in understanding. "But here, take this." He took her hand and pressed something hard and cold into her palm. "When you're ready, I'll know it."

She opened her palm and gave him a puzzled look when she saw what he'd given to her.

"A key?"

"To the TARDIS," he replied cheerily. "When you're ready, I'll know, and I'll come to get you."

"And how are you going to know when I'm ready to leave Chiswick?" Alice interrogated.

"Never mind that. But listen, you must never let that key leave your possession, alright?"

"Yeah... of course."

The Doctor grinned. "Brilliant. I'll be seeing you, Alice. Very, very soon."