Donna shrugged off the annoying tap on the shoulder and rolled over in bed with a subtle groan. It persisted, turning in to pokes instead of taps.

"OI! I'm trying to sleep here, who do you think you….oh. Doctor. What is it?" Donna sat up in her makeshift bed on the TARDIS floor. She starred at him, surprised at how haggard he looked, even for him. He awkwardly scratched the back of his head and kneeled down next to her.

"Donna, I umm….I, had a nightmare." the Doctor sheepishly started to explain. Donna almost laughed but all desire to do so vanished when she saw the deep fear in his eyes. And the Doctor was never afraid. She reached out and held his hand.

"You can sleep with me if ya like. In a completely platonic way. No mattin', remember?" Donna tried to crack a joke to ease the weight of the air, but it only achieved the slightest tug on the corner of the doctor's lips. He nodded slowly and laid down next to her, still holding tightly to her hand. They laid in silence, both just waiting for sleep to come again. Donna found it again quickly, but as she was drifting back off, she felt a lump form in her heart, a lump a feelings that she usually avoided at all costs. But she was tired and her hand was being held and a man she held dear to her heart was lying next to her. And not that she cared for the Doctor in a romantic way, and not that she minded being his friend that was always there for him when she needed him, but that was just it. She was always just the friend. No one else, well, no other human at least, looked at her the way she has seen the Doctor look at Rose. She was always second choice, second best, second rate. Outside of the bigger on the inside walls of the TARDIS she was average. A nobody. And what's worse is that they, he, treated her as if she was somebody, but not the someone she wanted to be. Donna had a friend back on earth, and she would have done anything for that boy. They were best of friends and had loads of laughs, but he didn't love her like she loved him. Oh he loved her all right, but that just made it all the worse.

Donna shot up out of bed, choking on her tears. The Doctor was sitting by her side in a moment.

"Donna! Donna what is it? What's wrong?" the Doctor tried to get Donna to face him but she kept turning awake, ashamed of her tears. He gripped her head, both to steady her and to hear her thoughts. He listened to the pain, to the bottled up hurt, of the haunting thoughts of loneliness and uselessness. Welts of sadness and anger started to pump through his veins. This was his Donna Nobel, the one who saved the human race, and his life on countless occasions. How dare she not feel needed?

"Donna Nobel you listen to me right now," the Doctor turned her face towards his and wiped away her tears. "You, oh you, my Donna. You are so, so needed. Do you hear me? And oh so loved. You have won the hearts of countless creatures on countless planets. You have taught me how to have a heart again. And this boy, the one you fancy, if he doesn't see how beautiful the love is that you're trying to give him, then he doesn't deserve it. Do you hear me? You are Donna Nobel. And you deserve love. And no matter what, I will always, always need you. So don't you dare give up on me, alright? Because I will never give up on you. And I am certain, one day you will find someone worthy to receive the love of the woman who saved the world. And I'm a Time Lord. So you can take my word for it."