A/N: This was inspired by the song, "You Will Remember My Name" from the Nickelodeon cartoon, Danny Phantom episode, "Fanning the Flames." Many thanks go out to my beta-reader, CatalystOfTheSoul.

DISCLAIMER: Doctor Who and Danny Phantom and their respective characters and songs belong to their respective companies (BBC and Nickelodeon).

The Doctor was in the console room of the TARDIS and doing maintenance underneath the console.

He and his ship had been idling in the vortex for about a week after he wiped Donna's memory and is still guilt ridden by it.

Soon, music starts to play throughout the TARDIS, almost like a ghostly wail.

As the intro begins, he gets up from underneath the grating and looks around the room confused, "What? Where is that coming from?"

He quickly goes to the monitor and sees that everything is working fine and he's still in the vortex.

Yeah! Ohh-ooohhh!

It was, it was September,

Wind blows, the dead leaves fall,

To you, I did surrender,

My mind, you took away...

Your life goes on without me,

My life, a losing game,

But you should, you should not doubt me,

You will remember my name...

Oh, Donna, you will remember!

Donna, one thing remains!

Oh, Donna, so warm and tender!

You will remember my name!

Your heart, your heart abandoned,

I'm gone, now bear the shame,

Like dead trees in cold December,

Nothing, but shadows remain...

Oh, Donna, you will remember!

Donna, one thing remains!

Donna, so warm and tender!

You will remember my name!

Oh-woo-oh-woo, Donna!

You will remember!

Donna, one thing remains!

Donna, so warm and tender!

You will remember my name!

Yeah! You will remember my name!

As the song began, he felt a sadness creep over him from remembering what he had done to his best mate.

If he didn't know better, he swears some lyrics had been altered - probably due to the TARDIS or his own guilt.

"Donna, I'm so sorry," the Doctor thinks as tears begin to fall, still standing in front of the monitor and the jump-seat behind him. "I never doubted you, well, maybe when we first met, but I was just as surprised as you were when you had appeared on my ship. That day, I saw how much potential you had, that you could be brilliant…and you were."

He sits down on the jump-seat and puts his sonic screwdriver in his shirt pocket, remembering the good and bad times they shared.

"You will never be forgotten, so many will remember you, even if they don't know your name, you're 'The Woman Who Saved the Universe.' The Ood will sing of you forever and so will I," the Doctor thinks as the tears still flow down his face.

"There was no easy way to let you go, Donna. If you saw me now - the guilt and shame of it tormenting me - you'd probably slap me," the Doctor says with a tearful grin.

As the song ends and the TARDIS humming a sad and mournful hum, he mutters with a tear-stained face, "I'll remember you…Always."