A/N: This is inspired by a total lack of sleep. Its quality is probably reflective of that, but I wanted to write and didn't think I ought to mess with the other stories I am working on. I'm not sure where this is going. It might just be a one shot, or a series of one shots. Who knows what I will do, but for right now, here it is.

Her first thought was that she was being attacked. To that end she rolled into herself, away from the threat. Her mind told her that she must have been on some planet, and fallen asleep. Now she was being attacked by some alien that surely couldn't want something normal like killing her. It probably wanted her to have space babies or star is some alien porno with something with tentacles. Where had they been when she had fallen asleep? She knew it was probably wrong but she was very against tentacles in the bedroom.

As the fog cleared though she could smell something much more familiar and a calming hum reached her brain, and it clicked. The warm smell of honey and cinnamon and something she didn't know filled her noise and she heard a very soft voice ask if she was okay.

Well, she was a little right. She had fallen asleep, and he was an alien, but his attack was bound to be more of the annoying than dangerous variety. And there was very little chance of space babies or tentacles with the Doctor. He was scared of her.

Now that she was awake she unrolled herself and turned to face him. Poor thing was actually wearing pajamas so he must have tried not bothering her at least for a couple of minutes. She glanced at the clock. He had left her alone for two hours.

"What is it, Spaceman?"

She tried to keep her tone calm, wanting very much to go back to sleep. It wasn't as if that hadn't had a very long day, foiling evil plots, and running for what felt like hours.

He shrugged making him look like a little boy and she wondered how he pulled it off. He could always pull her in with the innocent act and those puppy eyes.

"I was just wondering if you were awake," he said. It was very soft.

Her first thought was something sarcastic. Possibly something along the lines about how she was often awake in the dark with her eyes closed. She stopped herself, just barely. She knew he wouldn't have risked waking her without a reason so she sat up better and turned on the lamp. In the light his eyes were a little red, probably crying in his sleep again.

This happened from time to time, though a man who lived his kind of life was bound to harbor horrible memories. He also looked very tired, leaning a little against the headboard in a fight to maintain an air of 'all right.'

"Well, I am now," she agreed. She found it wasn't hard to be gentle with him.

And it wasn't just the big eyes, and the innocent gestures. There was something about him that called Donna to protect and comfort. Something in him that made her love him dearly. Enough to wake up after two hours of sleep and do whatever it took to bring him a glimpse of peace again.

She waited for a moment in the silence, thinking he would admit why he was here. Not that he was big on sharing, no; he kept himself behind more barriers than she could dream of counting. She just thought that if it was enough to bring him here it might be enough to make him talk.

He didn't though. Just sagged against the head board until she prompted, "What's wrong?"


"If you say the word 'nothing' or 'alright' I'm going to smack you," she told him with a pointed stare. "Get more comfortable and tell me what's wrong, sweetheart."

She softened it after her initial threat and he nodded. He moved, till his back was against the headboard, his long legs stretched out. He seemed so different in the low light, bare feet, and bed hair. He seemed so much more like the last of his kind then he did when he was able to fake in the light of day.

He seemed lost, and it made Donna want to be his compass.

He was being very careful to stay on his side of the bed, and she noticed how stiff he was. She reached over to take his hand into hers, lacing her fingers into his. The effect was immediate. The tension fell and he looked at her.

"Are you mad I woke you, Donna?"

She shook her head, "No, Doctor? What is wrong? Please, tell me. I only want to help."

He smiled, not big, but real. A rarity and she felt privileged to be the cause, "I know you do, Donna. It's just not easy; I don't know where to start."

"Okay," she agreed, "why don't you tell me what brought you here tonight." He started to open his mouth but she shook her head. "Not the details if you don't want, just the reason."

He looked relieved by the distinction between the two, "I had a nightmare."

She nodded, figuring that was the cause. The problem now was finding the right solution. Did she distract him, try to get him to talk, or just give him a safe place to fall. She looked him over and she thought of all the times choices must have been taken from him. So many times it had happened since she had been with him.

"Do you want to go somewhere? Do you want to talk? Do you want to cuddle and try to sleep in here?"

Three options, she hoped he wouldn't feel like it was too much. She could have just chosen, it was instinct, but she thought he needed this. He needed to feel in control, especially since he couldn't control his dreams.

"You'd go with me, after two hours of sleep," he sounded touched.

She didn't think it was that big of a gesture. Sure she was tired, but he was her best mate. If she was perfectly honest with herself he was her everything.

"Of course, you silly Martian," she tried to brush off the look he was given her. For all the shouting she did she really didn't like people paying attention to her. Not her act, her, and the Doctor was looking at 'her' right now.

He suddenly moved, pulling her into an embrace. His hands were carefully placed on her back, no danger of wandering and she just smiled and breathed him in. It was as comforting to her as this hug must be to him.

"Oh, Donna Noble, I love you," he told her hair.

She smiled. She wasn't under any illusions of what those words meant. He had said mates, and she had agreed. She would never ask him to be something he couldn't be, and even if he did want more she knew it wouldn't be with her.

She was okay with that, but she felt him stiffen when he realized what he had said. He tried to pull back but she didn't let him until she said, "Don't worry, Doctor. I'm not about to jump you. I love you too, Spaceman. It doesn't have to be complicated, mates love each other."

She did let him go now, not wanting her embrace to contradict her casual tone. Not wanting him to leave, because truthfully she might love him more than he loved her. That was okay, really. It was enough that he trusted her. That he loved her as a friend, and that he would come to her because he thought she was enough to fight his demons.

She could do that for him.

"Do you want to cuddle then?"

He simply nodded, and she opened her arms. Pulling him into them there was no need for further words. This was something special, even if it couldn't be defined in any normal terms. That both needed each other, and right now they were in luck.

He started breathing deeply in moments and she kissed his head.

"Never fear, sweetheart, Donna is here."

She closed her eyes, but she thought just maybe he heard and it made him smile.

A/N: Again. I guess I will ask your opinion. Should I stop here or continue with a series of Doctor/Donna. Or even different Doctors and companions. I would appreciate any opinions, but no pressure. Thanks!