"Where are we going to go this time, time boy?" Donna exclaimed, rushing into the TARDIS with a huge grin on her face. She turned to face the Doctor, who was walking slowly through the door, her grin fading as she saw the look on his face. "What's wrong?"

The Doctor removed his coat, which was something she had never seen him do. He draped it over the console and sat down on the floor of the blue box. Donna rushed over to the distraught man and sat next to him, crossing her legs like his.

She gazed at him. She would let him talk to her when he was ready. Until then, she would just be the friend he needed by sitting with him.

After a few minutes, he glanced up at her, tears threatening to spill from his eyes. She had never seen the Doctor look so vulnerable and afraid. The vision broke her heart.

"Doctor, please tell me what's wrong," she pleaded.

He sighed. She knew that it was almost impossible for him to open up to people. She had known him for some time and she felt like she barely knew him.

"Sometimes the past likes to creep up on me and make me realize how horrible I am. I have made so many mistakes. There are so many things I wish I could change," he explained. Donna nodded. She knew that feeling all too well. If she could go back to the day when the Doctor had first asked her to travel with him, she would have changed her answer. She thought about that day every day of her life, and the thought always made her sad.

"I'm sorry," was all she said. She didn't want to overdo it. It was rare that he was sharing with her.

"It's all a part of being me. Curse of the time lords," he said, resting his head in his hands.

Donna watched as the man became lost in his own thoughts, and she soon became lost in hers. The two sat there for what seemed like a while, both thinking about the things they wished they would have done differently.

Suddenly the Doctor looked up at her and set a hand on her shoulder. "The worst part is, I know you aren't real," he said, giving her a look of pity.

Donna looked at the Doctor in disbelief. "What do you mean I'm not real?"

"This is all a dream. You lost your memory and you had to leave me. You cannot be here," he whispered.

Suddenly, the room changed and the Doctor was back in the TARDIS alone. He sat up and put his chin in his hands. He cried loudly for his lost friend.