I don't own Doctor Who or the characters. If I did, Donna Noble would be back and Ten would still be ~alive~ so...


He watched her from afar, her profile illuminated by the gentle glow emitted from the fireplace. It was rare that Donna Noble entered the library - er... his library. The one in the TARDIS. Just the mention of a library could send her mind light-years away. He knew exactly why too, and it killed him. If only he had left when she told him to, then she would have never had to go through the pain of loving and losing her imaginary husband and children. Then again, he would have never had met River Song (or at least not until later) nor would have been able to save her life after she scarified herself for thousands of others.

Yet there Donna was, sitting in one of his large, comfortable brown recliners, with a book clutched in her hands. He knew that if she caught him just standing there, watching her read, she'd poke fun at him and call him weird. He would laugh it off and come up with some lame excuse that she would have to buy, in fear of what might be the truth.

Oh, he knew that she knew the truth. How he felt about her. Though, he wasn't sure about how she felt about him. Donna Noble was an impossible woman to read, hiding behind humor. She was quick to show emotions, yet reluctantly to let the most important ones out. He never knew where they stood - best mates? More?

She had made it clear from day one that she wanted a friend, and so did he! He let her into his life, expecting nothing more than companionship with her. And that's what he got! A beautiful friendship, one he wouldn't trade into for the world. The best mates in all of space and time, that's what they were. But Donna Noble... brilliant, beautiful Donna... she was impossible not to adore. So full of fire and love, willing to put her life on the line to save just another. Her bravery and courage made him feel like a coward. A simple human could face evil and make fun of it, while he ran away. She spoke her mind and didn't care what others thought. She put people in their place, including him. Donna kept him grounded, she didn't let his head get to big. But she was always there for a laugh in the end. Always.

Donna Noble hadn't fallen in love with him (so he thought). She never expected more from their time together than he had in the first place - friendship. She told him when he was wrong, or out of place, and refused to let him or anyone else believe that humans were inferior or useless.

Who else was he supposed to fall in love with?

It took him a few minutes to realize she hadn't turned a page, or moved at all since he walked into his library to find her there. It was only then did he hear the faintest snoring, like wind through trees, coming from her direction. It brought a smile to his face - she must have fallen asleep. Slowly, cautiously, he inched his way closer to her, making sure to make his footsteps light. He suspicions were confirmed as he drew near, noticing her closed eyelids and bowed head.

The Doctor took the book from Donna's hands, marking the page before closing it entirely. Donna groaned softly, but he quickly shushed her before she could awaken fully.

"Come now, you must be exhausted," he said in a gentle voice, only inches from her ear. Almost instantly, he was overpowered by her scent. A mixture of strawberry shampoo and the perfume she used ever morning - a subtle, soft, clean smell. It made his hearts flutter, and he fought back to urge to bury his face in her neck and inhale her properly. Instead, he helped her stand before sweeping her up, carrying her to her bedroom.

He waited for the 'Oi, Spaceman! I'm too heavy! You'll break your back' but he was greeted instead with her nuzzling into him, sighing contently against the skin on his neck. Oh, this was not the time to feel weak at the knees. He made it though, without falter of fail, to her room. Luckily her door was cracked so he didn't need to fumble with the doorknob, instead he simply nudged it open with his foot and placed her down gentle on her bed.

Donna stirred, but he reassured her that she was okay, pulling back the covers to allow her under them before tucking his best friend in.

"Sweet dreams," he whispered, deciding that a small peck on the forehead was friendly enough, though he wished to place his lips a fewer inches south.

As he turned to leave, a hand clasped around his wrist, pulling him back. He whirled around, finding Donna's eyes just opening.

"Stay," she said, her voice thick with sleep. The Doctor wavered, moving to leave again, but she didn't let down, tugging so hard on his hand that he nearly toppled into bed on top of her.

When he steadied himself, the Doctor replied, "You sure?"

"Mmmmhm."

The Doctor kicked off his slippers, sliding into bed next to his best friend. Once again he was overwhelmed by her, his senses flooding with her presence, but this time it was mixed with her warmth. She instantly cuddled into him, burying her face in his chest. The Doctor awkwardly stroked her hair back, unsure of what to do. They had spent nights together before, for comfort. But never since he'd realized...

His thoughts were cut short by Donna's hand, snaking around his torso, pulling him tighter to her, as if to steal the very heat from his body. He smiled, resting back against the pillow. Part of his wanted more from their relationship, to be able to express himself as he pleased. But another part, a much larger one, didn't want to move from where they were right now; the occasion cuddle was enough for him.

"Goodnight, Spaceman," she sighed, shoving her face deeper into his nightshirt.

The Doctor smiled, letting his hand linger in her ginger locks, massaging her scalp until her breathing evened and he was sure she had fallen back to sleep.

"Goodnight, my love."