It had always been the plan to return at the right time to give her memories back, but the closer the time got, the more unsettled the Doctor became.

Just as he had reached the front of her house, he couldn't help but remember those final words that Wilf had said before he had passed away peacefully in that hospital bed.

'Promise me this Doctor. Before it's her time to go, please return her memories. She deserves to remember.'

The Doctor was a little uneasy about the idea, but agreed soon after. It was painful to know she couldn't remember of all the wonderful adventures they were going to have, and Wilf's request was reasonable. She did deserve to remember…

So here he was, waiting anxiously at her front door. There was a muffled sound from behind the door of what could be someone calling out 'I'm coming' and 'Hold on a sec.'

The door opened slowly, cautiously as the woman peeked around it. "Hello?"

It was her. She looked so old, but still so beautiful. Her long red hair had faded into a mix of grey and red faint curls.

He smiled awkwardly. "Donna Noble." he whispered, "How I've missed you."

She tilted her head in confusion, "I'm sorry, do I know you?"

"Yes" he nodded his head, "I'm…" he hesitated for a moment at the thought of calling himself 'the Doctor'. "John Smith."

"Oh," she seemed surprised as she examined him, almost uncertain, "I do recall meeting a John Smith once, but that was a long time ago, and you certainly don't look that old."

She remembered him from that long ago - obviously not his face - but she did remember meeting him after she had lost her memories.

"What is it you want?"

"I'd like to take you on a trip."

"Oh, I'm much too old to be going on trips."

He reached out his hand for hers. "One last trip before I say goodbye."

She raised an eyebrow, confused on what he meant by 'one last trip'. Hesitantly she reached out her hand taking his. She obviously had no clue who he was and yet she felt she could trust him, like she already knew him.

Slowly he led her across the street to the familiar blue box.

She stared at it for a moment, reached out a hand and traced her fingers along the blue doors. He opened the door revealing the inside of the TARDIS.

Her mouth gaped as she pressed a hand to her forehead from the sudden memories flowing back. She gasped before tears began rolling down her cheeks, not in pain, but in happiness from remembering something once lost.

"Doctor" she whispered as she turned around smiling at him, "You've changed."

"I know" he grinned back as he reached out his arms to hug his old companion, "So have you."

They embraced in silence, for a while before Donna pulled back an eyebrow raised. "Why did you come back?"

He placed a gentle kiss onto her forehead before telling her about returning her memories was Wilf's last request.

She pressed her lips into a thin line and then took in a deep breath, "So after one final trip…" she continued, a slight fever starting, "… I'm to die."

He lowered his head nodding slightly. "I'm sorry, Donna."

"I wouldn't have it any other way." Donna grinned and placed her hand on the Doctor's cheek, "I've lived my life, got married, had two beautiful kids, traveled the world. I'm glad I can leave this world remembering our wonderful adventures."

"We won't have long. We should go" he smiled as he wrapped his arms around her again before whirring around the TARDIS console, muttering about places to take her.

She sat on one of the seats and began laughing. "Alright, I lied. You haven't changed." she teased, "You're face may have changed, but you're still the same old man you once were."

Working through a few hot flashes the Doctor knew he didn't have much longer with her. He didn't settle on a planet, or a space station. All he wanted is one final memory of the universe.

Allowing the TARDIS to drift through mid-space, he took her hand and led her to the doors. Opening the doors, he saw the same excited expression she always got when going on adventures with her best friend. The fear and excitement all in one.

Donna stared in awe at the as she tightened her grip on the Doctor's hand. "I always did admire the universe." she commented, side glancing the Doctor for a moment, "It's beautiful. I'm glad I can share this moment with you."

The Doctor bit his lip, feeling his cheek warming as he twined their fingers together before turning his attention to the universe.

After almost half an hour of talking, dancing and reminiscing the Doctor could tell Donna was bothered by the memories flooding back causing her to burn up.

"I'll take you home now."

The Doctor loved being with Donna. They're best friends and for him to be able to spend one more time with her, it was… magical. Although, as much as he wished this moment would never end with her, he knew it had to.

He parked the TARDIS across the road again and helped her to the lounge room in case she collapsed, where she sat on the lounge, rubbing her forehead.

"I'm sorry, Donna." he smiled sadly as he knelt in front of her, his hand resting lightly on her knee.

"Don't be," she replied as she cupped his face with her hand, "I told you, I wouldn't have it any other way." For a long moment she was silent, staring at him with love and admiration before she spoke again. "Will it be painful?"

He shook his head, "Not at all. It's like falling asleep."

Slowly he moved from the ground the the seat beside her, wrapping his arm around her. She gripped his sleeve tightly, letting a few tears fall from her eyes.

"I love you, Doctor." she whispered as she closed her eyes.

The Doctor tightened his arms around her. He kissed her temple, letting his lips linger for a moment before breathing slowed and her fever began fading. Her hand slowly fell to her side.

Even though she can't hear him, he began whispering to her. Thanking her for the adventures, and for making him a better person. He also apologizes over and over for how things ended, wishing he could have changed things.

He loosened his grip and stood as he wiped his tear filled eyes. He positioned her to lean against the lounge as if she were sleeping.

Slowly he leaned down, placing another gently kiss to her forehead before he left, knowing she was soon to be found later that evening.

He paused at the door, glancing over his shoulder one more time with a sad smile he took in a deep breath and whispered.

"I love you, my Donna Noble."