Author's Note: I know, I know. EVERYONE has written a sick Doctor/caring companion story (or some variation thereof), but one more won't hurt, will it?

Disclaimer: I don't own Doctor Who.

Warning: Contains fairly mild hints of Doctor/Donna shipping. I think they should be easy enough to ignore, but you might not want to proceed if you're completely against that.

Donna sat on the edge of the bed and reached over to feel the Doctor's forehead and cheeks. His skin was still warmer than hers, almost hot. She was no expert in Time Lord medicine, but she was sure he was still running a fever. He moaned as she began to stroke his hair, the contact too much for his sensitized skin.

"Sorry," she whispered, mindful of his pounding head, as she reclaimed her hand and held it in her lap. "I didn't know you were awake."

"S'okay," he murmured, his voice hoarse.

"How do you feel?"

"Awful."

He had been ill for two weeks straight, his mild sore throat and cough eventually proving to be the start of a bad alien flu. They'd gone to see Martha just three days ago when the TARDIS' med screen had suggested he be under the care of a doctor, but there wasn't anything she could do for him. The flu was viral, and the worst symptoms were likely to last for another week at least. Martha wanted to admit him to a hospital where she had privileges so she could keep an eye on him, but he had refused, insisting that the TARDIS was the best place for him. Donna felt a bit like a nurse as she cared for him, rarely leaving his bedside.

"My poor Martian," she teased, gently. She had to hold herself back from patting his shoulder. Something about his skinny form curled weakly under the covers made her want to reach out and comfort him. "Can I get you anything? Some tea or iced water?"

"I'm all right for now, thanks." He rolled over to face her and tucked one hand under his pillow, his dark eyes fluttering open to focus on her. He gave her a good once-over, squinting because of the low light or because of his headache; she couldn't be sure. "Oh, Donna, you look awful," he said, softly. "Absolutely awful."

She frowned, the comment stinging as if she'd been slapped. "You're one to talk," she said, defensively, even as she kept her voice low to avoid hurting him. "Look at you - you've got snot down to your chin." As she spoke, she leaned over to his bedside table and pulled a wet-wipe out of its box.

"Have I?" he asked, and brought an arm up to wipe it away on his pyjama sleeve.

"Don't you dare." Donna grabbed his wrist and stopped him only to swoop in with her wet-wipe and gently wipe away the mess. "There we go. All better."

"Thanks, Mum," he teased, and gave a weak, wheezing laugh.

"Oh, stop." She tossed the wet-wipe in the bin. "I'm not mothering you. I'm looking after you, that's all. You would do the same for me."

"I know." He gave her a pathetic approximation of his usual bright smile. "And thank you for that. You're brilliant."

She rolled her eyes, but couldn't hold back her own answering smile. "Yeah, well, if you keep telling me how bad I look, I just might leave you to fend for yourself."

"I didn't mean it like that," he insisted. "I just meant that you look tired."

"I am tired." She'd been getting by on copious amounts of coffee ever since he had been diagnosed with the flu, only resting for a few hours at a time when she absolutely had to. Martha had said there was a small chance he could go downhill fast, and Donna was determined not to let that happen on her watch. She couldn't pilot them out of the vortex and straight to Martha on a moment's notice if she was asleep, could she?

The Doctor took her hand. "Then why don't you go get some sleep?" he suggested. "I'll be fine. I'm not hungry or thirsty, or anything. Promise."

Donna was tempted, but she shook her head. Not only could he suddenly go downhill, but he'd also had a few asthma-like attacks already and needed some kind of special Time Lord nebulizer treatment to feel better each time. If he had another while she was asleep in her bedroom… "I'm all right."

"No, you're not. You're completely exhausted," he said. He gave her hand a gentle squeeze, his fingers cold and clammy around hers. "I can see it all over your face. You need to take care of yourself, too."

"Yeah, but you're really ill, and if I'm not here…anything could happen."

"I'll be okay, Donna. I've had the flu before, you know."

"But Martha said-"

"I know what Martha said, but I'll be fine. Really. Besides, the TARDIS will alert you if I need anything."

He was looking at her so intently that she couldn't hold his gaze, her cheeks flushing as she looked down at the bed. She swallowed hard, forcing herself to focus on what she needed to say. "But my room is so far away." Her mind filled in the words she couldn't bring herself to say: I might not make it back in time.

"Then sleep here. My bed is plenty big enough for two, and you'll be right here if I need anything." He tugged on her hand as he spoke, trying to pull her down beside him, but he had no strength in his flu-weakened body.

Donna flushed even more at his suggestion, feeling on the verge of breaking a sweat. His bed was awfully inviting with its silky satin sheets, fluffy pillows from a planet with an elegant name, and thick mattress with some kind of advanced temperature control so that its occupants were never too hot or too cold to sleep. But as much as she wanted to, she couldn't crawl under the covers with the Doctor. He was ill and achy, and she didn't want to make him any more uncomfortable than he already was. So she shook her head. "I don't want to crowd you," she mumbled, unable to find a suitable excuse.

"Oh, you won't crowd me." He gave her that darned puppy dog look, and the effect was only heightened by his sweat-drenched hair and the dark circles that framed his eyes. "In fact, I think I'd quite like to cuddle you."

Donna's stomach wobbled, and she gave a half-hearted shrug. "You just stopped me from touching your head," she reminded him, even as her body longed to throw itself under his sheets and cuddle him for all he was worth.

"I know, but that was then and this is now." He paused, still watching her closely. "So, what do you say?"

Just thinking about sleep made it harder to keep her eyes open and her body upright. She looked down at their joined hands and watched as his thumb began to stroke her skin. He had such lovely hands; his palms just as thin as the rest of him, with long, elegant fingers and short nails. And the way he was rubbing her wrist felt like nothing else. He was so kind and gentle with her, in this just as in everything he did with her.

"Donna?"

"Well, if you insist..." She slowly pulled her hand away from his and reached to get a few tissues. "I'll just keep these with me in case you need one."

The Doctor raised a skeptical eyebrow, knowing they were easily within his reach, but then he nodded. "Good idea," he said, encouraging as always. "Now lie down and get comfortable."

She did as he said, slowly peeling back the covers so she could shimmy beneath them. She'd taken to wearing an old t-shirt and a pair of cotton shorts the last few days, worried more for him than how she looked, so at least she was dressed for bed. She yawned as she stretched out her tired limbs, the cool sheets soothing her still-flushed skin.

"Comfortable?" the Doctor asked.

"Very comfortable," she agreed as she sank further into the mattress. She turned her head towards him, wanting to see his face. "You'll wake me up if you need anything, right?"

"Of course I will." He held out an arm, wiggling his fingers. "C'mere."

Donna couldn't help but smile as she shifted over to snuggle into his embrace, her head foggy with sleep. She burrowed into his side and closed her eyes, ready to rest properly for the first time in days. His familiar scent surrounded her, drawing her down into the darkness of sleep, where everything was safe and calm. "I mean it, Spaceman," she managed to threaten with the last of her strength. "If you don't wake me up, you can't blame me if something bad happens to you."

"I'll wake you," he promised. "Shh, now. Sleep and don't worry about me."

"Impossible," she murmured, as she drifted off.

The Doctor smiled as he watched Donna sleep, knowing he would soon follow her into dreamland. His head was still pounding, and his chest still ached with congestion, but at least now he could stop worrying about her. She'd done everything she could for him over the past few days, positively running herself ragged in the process.

"Impossible not to worry about you, either," he whispered, as he shifted to nuzzle into her shoulder. She only sighed in answer, a happy little sound that made his hearts flutter. "Sweet dreams, my sweet Earthgirl."

The End.

A/N: Thanks for reading!