A/N: So I was driving home from watching a sporting event late one night (my team lost badly, dammit) and I was in a slightly depressed frame of mind. Turning on the radio, I heard what I consider to be the best song ever written and/or recorded: Peter Gabriel's "In Your Eyes". Listening to the words as I drove, the idea that this song could apply to our dear 10 popped into my head and wouldn't leave me alone until I wrote it out. I hope you enjoy it.

My thanks to my friend and co-conspirator Kathlene who, although she's never seen an entire episode, puts up with my constant prattle about the Doctor and offers unwavering support.

And to Dengirl, who kindly beta-read this and offered great assistance to this novice writer.

Usual Disclaimer: I own nothing but am fortunate enough that the Doctor and his companions allow me to move them about in print.

In Your Eyes

Love, I get so lost sometimes.

Days pass, and this emptiness fills my heart.

When I want to run away, I drive off in my car.

But whichever way I go, I come back to the place you are.

The Doctor and Donna Noble walked back toward the TARDIS, leaving the Leisure Palace in silence.

Since returning from the ill-fated excursion to the Sapphire Waterfall, he had been introspective and melancholy.

Pulling out his key, he slowly opened the door. By habit, he threw his overcoat across a coral strut and dropped his overnight bag on the floor.

Walking to the central console he drifted around it, flicking a switch here, twisting a knob there, so much in contrast to the manic enthusiasm he usually displayed.

Donna stood quietly to the side, watching him. Instinctively knowing he needed to be alone, she picked up his bag and walked across the control room toward the hallway.

Her heart ached to see him so solemn, but she knew he had to sort things out for himself and that he needed to do that by himself.

Setting the bags down, she walked back to where he stood and taking him by the hand, turned him until they stood face to face. Cupping his cheek in her hand, she looked him in the eye and smiled softly.

Then she walked away, leaving him alone with his thoughts.

The Doctor watched Donna disappear down the hall, the warmth of her hand still lingering on his cheek.

He bowed his head and sagged against the console, finally able to let go of the brave face he put on for her sake. He was grateful that she didn't push him to talk, or try to make light of the situation.

Now that he was alone, the events of the day came flooding back in startling clarity.

The mind of a Time Lord is a strange and wonderful place. His ability to see everything that is, that was, and that could ever be was a great advantage when trying to outsmart an enemy, figure out a mystery or save a planet.

But it was also a curse. He would not easily let go of the memories of this horrible day. He knew he had to get his feelings in order or they would eat him alive.

After the disturbing adventure with the Vashta Nerada and the Library, he had decided that he and Donna deserved a holiday. He had been disappointed when she refused to join him for the tour to the waterfall, but now, in retrospect, he was greatly relieved that she had not had to experience the terror into which the trip had devolved.

His hearts constricted in his chest at the very thought, and he threw himself into the pilot's chair, dejected and discouraged.

Going back over the sequence of events, he recalled his initial concern for the people on the tour bus when the alien first presented itself.

He had been cocky and clever, and thought he would save the day as usual. He was The Doctor, after all; that was what he always did. Well, he didn't save anyone this time, did he?

He couldn't even save himself! He remembered his frustration at the passengers' refusal to listen to him. He could only sit there, amazed and disgusted at the way those supposedly civilized humans turned on each other so quickly, and then, on him.

The stupid apes! Didn't they realize he was trying to help them?

'Apes?' he thought abruptly. 'Where did that come from?' He hadn't realized he still had that inside of him. It had been a long time since he thought of them that way. He had been another person back then, but he was different now. Wasn't he?

And all my instincts, they return.

The grand fa├žade, so soon will burn.

Without a noise, without my pride,

I reach out from the inside.

As he sat, reliving the ordeal, the terror he felt when the creature stole his voice, imprisoned him in his own body washed over him again, and he began to shake. He had never felt so helpless in his long life, so lost and hopeless.

And this confused him. He had faced death before, more often than he liked to remember. Of course, he didn't want to die, but this was different somehow. Why the fear, the abject terror?

Yes, being in the complete control of someone, some thing, else was disturbing. Yes, the fact that he could not defend himself from the irrational actions of the passengers was frightening.

But there was something else. Something deeper, more basic.

He tried to think back to what was going through his mind, as the creature forced him to repeat its words, his own words. Gradually, one thought emerged from the confusion... Donna.

He had been afraid for *her*. Afraid of how his death would affect her. Afraid of leaving her alone.

Devastated at the thought of never seeing her again. At this revelation, he buried his face in his hands and rocked in the chair, grief overwhelming him.

The Doctor sat there for a very long time until, exhausted, he stood up and walked back to the console.

Flicking a few switches, he set the TARDIS to drifting in the vortex, and slowly walked down the hall.

A sliver of light shone under the door to Donna's room, but it barely registered with him.

Entering his own room, he stripped down to his t-shirt and trousers. Lying down on top of the bedclothes, he folded his hands beneath his head and stared at the ceiling.

He was emotionally drained and bone-weary, but sleep would not come. He kept going over in his mind the realization that Donna had grown from a casual companion on his journeys to an essential part of his life.

How had he not noticed?

As he lay in the dark, he thought about the other companions with whom he had travelled in this incarnation.

He thought about Rose, his dear, sweet Rose. He met her when he was a brute, a battle-scarred war veteran. She was Beauty to his Beast. He loved her so much but she was so young and, in time, he came to realize that it was a love born of gratitude and need.

She had dragged him from the abyss and saved him from self-destruction. She gave him back the joy of life and for that she would always have a place in his heart. He tried so hard to save her, but in the end, he had to let her go.

Martha came into his life too soon after he had lost Rose to the parallel world. He admitted to himself that he had still been grieving, and not emotionally capable of anything more than friendship.

It hadn't been fair to her, he realized.

He had been oblivious to her feelings for him. And he unknowingly took advantage that. She was devoted to him in ways he never fully appreciated.

She spent The Year That Never Was tramping across the world to save him, just because he asked her to. Her family had been abused and humiliated, and her life thrown into chaos, all for the love of him. A love he was incapable of returning. As much as he missed her presence in the TARDIS, he had known it was for the best when she decided to "get out", as she put it.

Love, I don't like to feel so much pain,

So much wasted, and this moment keeps slipping away.

I get so tired, working so hard for our survival.

I look to the time with you to keep me awake and alive.

"Bloody hell," he said out loud, sitting up.

His mind just wasn't going to let him rest. He got up, intending to go to the kitchen for a cup of tea, and if he were lucky there would be a piece of Donna's homemade banana bread left in the tin.

However, as he stepped out of his room, he noticed soft light spilling out from a partially opened door.

Curious, he padded barefooted down the hall and stood in front of a door he could not recall seeing before. Cautiously pushing the door open, he peeked into the room.

Immediately, he grinned and walked in, breathing in the smell of wood smoke and fine leather.

'The lounge!' he said to himself. 'I haven't seen the lounge in several generations.'

He walked over and sat down on the couch. In the past, this room had been a quiet sanctuary, a retreat from the harrowing life a Time Lord often led. He watched the flames dance in the fireplace and heard the soft Gallifreyan string music.

'I'll have to ask the TARDIS to keep this room', he thought. 'Donna's gonna love it.'

Sighing, he sank further down in the soft buttery cushions and scrubbed his face with his hands.

He still hadn't decided out how Donna fit into all this. He thought about the first time they met.

Mere seconds before, he was wiping his eyes after his final holographic goodbye to Rose at Bad Wolf Bay.

Donna had appeared, unbidden and unannounced, in the control room of the TARDIS. She stood there in her wedding gown, all fire and indignation. And promptly gave him what for, he recalled with a grin.

On what should have been the happiest day of her life, she was thrown into a world of Time Lords, genocidal aliens, and Time-And-Relative-Dimension-In-Space. And she bore it all with great courage, intelligence and compassion.

He surprised himself when he invited her to come with him, but was even more surprised at the degree of disappointment he felt when she turned him down.

She told him to find someone, and he denied needing anyone. But then she went on to say that he needed someone to stop him. He initially scoffed at this idea, but as time when on, he realized she was right.

After Martha, after Astrid, after the Master, the Doctor had again convinced himself that he didn't need anyone, that he didn't want anyone getting close again.

That was before he saw Donna across the room at Adipose Industries. When he learned that she had actively sought him out, he was thrilled.

He hadn't realized how lonely he had been, or how much he had missed her.

But when it came to her actually joining him on the TARDIS, he was a bit apprehensive, he had to admit. He still felt guilty about Martha, and wasn't keen on a repeat. So he told Donna that he just wanted a mate.

And he meant it, at least at the time.

After Pompeii, however, he had begun to see her in a different light. After all, she was willing to die with him to save the Earth.

When she pleaded with him to "just save someone", he went against all his principles and did as she asked. Later, he realized she was right; he did need someone to stop him. And it suddenly occurred to him that it wasn't just anyone he needed.

It was her.

She was the only one who really recognized that he was an alien, not a human. And she accepted the fact that he didn't always react like a human. She did, however, make sure he saw the human side of things, sometimes rather loudly.

She had further endeared herself to him in the Ood-sphere when he saw her reaction to the suffering of the Ood and to their song, and it touched him. But moments later, she asked to be taken home.

The thought of her leaving him alone in the TARDIS almost broke his heart.

As he sat in the lounge, thinking over their adventures together, he decided that the tipping point was the visit with Agatha Christie.

If he were honest with himself, he'd admit he had thought about Donna's method of shocking him into detox on more than one occasion. And if he were really honest, he also had to admit to considering ways to need that kind of shock again.

Leaning back on the couch, he contemplated exactly what this all meant. Obviously, he had begun to have "more than just mates" feelings for Donna, but what was he to do about it?

If he tried to act on them, he was sure he'd get the grandfather of all slaps, and she would probably demand to be taken home.

And that he could not let happen.

Maybe, he decided, that it was enough for now to know she was close to his hearts. Maybe it wasn't necessary for her to feel the same way, as long as she was here, with him.

He had to tell her how he felt but knew he had to be very cautious as to how. He would make sure she was comfortable with the situation, and didn't feel pressured to return his affections.

It would take some doing but it would be certainly be worth it.

Having finally resolved the conflicts in his mind, he felt the tension in his body begin to ease. His eyes grew heavy, and he stretched himself out contentedly on the couch, ready for sleep to take him.

In response, the TARDIS dimmed the lights and adjusted the flame in the fireplace to suit the lower internal temperature of a Time Lord. Recognizing the attentions of his ship, he sank more deeply into the soft leather cushions, and promptly fell asleep, a smile on his face.

Once Donna left the Doctor in the control room, she walked down the hall and deposited his bag inside the door to his room.

She was very concerned about his state of mind and wondered again if she should be leaving him alone.

Knowing the ship's psychic connection to her pilot, Donna asked aloud, "What do you think? Am I doing the right thing?"

She heard soft music, like a voice singing without words, and her mind was bathed in warmth and a feeling of agreement.

Recognizing the ship's assent, she set her own bag down by her bed, took off her jacket, and went down to the kitchen to make tea. Returning to her room with a tray, she munched on sandwiches and biscuits, and waited for the Doctor to come knocking.

After a while, she decided that this might take longer than she thought, so she showered and made herself ready for bed.

Lying there, she tried to sleep but soon gave it up as a lost cause; she was too worried.

Getting up, she decided she'd just check on him. Sliding her feet into her slippers and grabbing a dressing gown, she walked back out to the control room, fully expecting to see him staring at some readout on the console.

But the room was deserted.

She went over to the monitor and saw that he had set them to drift in the vortex, so she assumed he went bed. 'That's a good sign' she thought. 'He must have come to terms with everything, if he's able to sleep. He could have stopped and said goodnight, though', she pouted. 'Ah well. He's had a hard day'.

Intending on just peeking in on him, she tiptoed to his door and opened it a crack.

She was surprised and a little alarmed to find it empty. She was sure she hadn't heard him walk past her door on the way to the kitchen.

Where could he have gone?

Turning aside from the Doctor's door, she saw out of the corner of her eye a soft glow down the hall to her left. She followed the glow to a door she was unfamiliar with.

That didn't surprise her; the TARDIS was in the habit of moving rooms around and creating new ones when needed.

Donna was just thankful that she left her room, the Doctor's and the kitchen stationary.

Cautiously, she opened the door just far enough to allow her a glimpse of the interior. What she saw brought a small smile to her face.

The Doctor fully recumbent on a caramel coloured leather couch, clutching a chenille pillow and snoring softly. She stood there for a moment, marvelling at just how young he looked when asleep, when the cares of the universe weren't bearing down on him.

She walked quickly back to her room and snagged the duvet from the foot of her bed. Re-entering the room, she quietly draped the duvet over the Doctor, covering his bare feet and lower body.

As she started toward the door, she heard a soft sound behind her. Turning, she saw him looking at her and realized he had spoken her name.

"I'm so sorry," she said. "I didn't mean to wake you. Go back to sleep."

Raising he head off the pillow, the Doctor said, "Donna. Don't go."

"Lie back down. You need your rest."

He pulled himself into a sitting position and extended his hand toward her. "Please," he begged. "Stay."

Donna's breath caught at the sight of the sleepy-eyed alien and the vulnerable tone of his voice.

Afraid of revealing her own emotions, she fell back into her natural defence mechanism and made light of things. "Fine," she said. "But you'd better share that duvet. It's bleedin' frigid in here!"

The Doctor lifted up the cover and she slid in beside him. Suddenly, the flames leapt in the fireplace. Laughing, Donna looked up at the ceiling and said, "Thanks, love."

The ship crooned in response.

They sat there for a few moments in silence, neither of them knowing what to say, neither of them wanting to be the first.

Finally Donna spoke up and asked, "You alright then?"

"Yeah," he said, looking over at her and smiling his crooked smile. "I really think I am." He paused and then said, "Thank you."

"For what," she asked.

"For letting me be. For knowing me so well."

"Any time, Spaceman. That's what friends are for. Well," she began, "it's been a long day and we both need sleep..."

"Donna," the Doctor interrupted. "There's something I need to tell you."

She sighed. "Can't it wait until morning?"

"No, it can't. It really can't." He turned so he was facing her and took a deep breath, letting it out slowly. "I'm not exactly sure how to say this. I don't want to make a muddle of it."

"Oh, just say it," Donna said, exasperated.

"It's just that I'm afraid of mucking it up. I've always been rubbish at this sort of thing." He scrubbed his face with his hands and said, "Okay. Here it is. I've been doing a lot of thinking."

"About what?" she asked tentatively, concerned at his serious tone of voice.

"About this. You. Me. The TARDIS. All of this." Turning away from her, he continued, "When you came back, I told you I wanted a mate. But I don't think I can do this anymore."

Donna's heart nearly stopped. "Whatcha mean, you can't do this! Doctor, please! You can't send me home! You just can't!" Her eyes began to fill with tears.

"No. Wait! That's not..."

But she just went on, oblivious to him. "I can't go back there. What have I done wrong? Do I complain too much? I can change that. Really I can. What can I do to make you let me stay?" she pleaded.

"Donna! Listen. I just meant..."

The tears were flowing freely down her face. "I know I challenge you a lot. But I thought you liked that. Please, Doctor! Tell me what to do! Don't make me go!"

In frustration, the Doctor reached over and took her face in both his hands. Without a word, he pulled her to him and kissed her, quickly but thoroughly. Then he released her and sat back, eyes shut, waiting for the inevitable slap.

Which never came.

Slowly, he opened one eye, took a look, and opened the other quickly. Donna sat, staring straight ahead, her eyes as wide as saucers and the fingers of one hand gingerly touching her lips.

He smiled one of his quirky smiles and said, "Now, if I may continue."

He gently turned her face towards his and, looking deeply into her eyes, he said, "When you first came aboard, I told you I just wanted to be mates. Well, I can't say that anymore. Things have changed. You are not just my mate. You're not just my best friend. You are everything. You, Donna Noble, are the centre of my universe! Which, for a Time Lord, is a very big place!"

He sat back and waited for her to respond, but she just stared at him in stunned silence.

Starting to think he made a mistake being so blunt, the Doctor began to retreat a little saying,

"Look. I know you probably don't feel the same way. And I can understand, I really can. And it doesn't really matter..."

"Oh, belt up, Time Boy," Donna said sharply, the smile on her face and the twinkle in her eye belying the tone of her voice.

The Doctor stared at her, a little confused. "You're not angry!" he said incredulously.

"You tell someone they're the centre of your universe, and you expect them to be angry?" She laughed. "You prawn. You really are an idiot when it comes to human women!"

"I guess I am, yeah," he replied. "So? What do you think? Are you alright with this?"

"Honestly," she said, "I'm not sure." Seeing his face fall, she smacked him lightly on the arm.

"Now, don't look like that. You did spring this on me, you know. I never dreamed that you'd ever see me as anything more than just a friend. Why would you? You're a Time Lord from the planet Gallifrey, and I'm just a temp from Chiswick."

"Now, stop that," he cried. "You're not just a temp. You're *brilliant*!"

"Yeah, yeah. Now, just let me talk. Thing is, the only thing I *am* sure about is this: I want to be right here. In the TARDIS. With you, you skinny little alien streak of nothing. Forever."

She reached up and touched his cheek. "As for the rest of it," she continued, "well, I'm going to have to think about that for a while. In the meantime, why don't we just take things as they come and see what happens? We don't have to rush things. Let's just take our time."

Pulling her into his arms in a tight hug, the Doctor kissed the top of her ginger head and said quietly, "Time, my dear Donna, is the one thing we have in abundance."

And the TARDIS trilled her approval.

In your eyes, the light the heat.

(in your eyes) I am complete.

(in your eyes) I see the doorway to a thousand churches,

(in your eyes) the resolution of all the fruitless searches.

(in your eyes) Oh, I see the light and the heat.

(in your eyes) Oh, I want to be that complete.

(in your eyes) I want to touch the light, the heat I see in your eyes. In your eyes.