"You weren't kidding about this festival being popular, were you?" Donna asked, as she was jostled by the crowd yet again.

"It brings in people from the entire surrounding system," the Doctor replied, putting his arm around her shoulder and steering her expertly through the cheerful crowds.

Everyone seemed to be wearing the most colourful clothing they could find, and many wore elaborate headdresses with flowers and feathers in them to match the outfits. Donna felt a little underdressed in her jeans and grey tunic, but she was glad she had chosen to wear her trainers, since it seemed they had already walked miles from where they had left the TARDIS. She couldn't help feeling a little claustrophobic in the crush of the crowd.

"Ah look, a garden!" the Doctor said happily, pausing in front of a small gateway. A hand-lettered sign to one side read "Festival Special: Free Admission!" Donna peered through the gate to see a small, quiet-looking garden, lush with greenery and flowers. "Fancy a look?"

Donna looked uncertainly back at the crowds, then at the Doctor. A moment's peace before the festival began might be nice. "Can't really argue with 'free,' can we?" she replied with a smile.

He rested his hand against her back as he ushered her through the gate, and the silence inside descended over them as they walked further into the garden. The air was thick and smelled of plants and sweet flowers, and the quiet compared to the street outside was soothing.

"It's beautiful," she said softly.

"I wonder if they have a little shop," the Doctor said, looking around. The garden was bigger than it first appeared, with a winding pathway stretching back and around the corner. "Let's just take a quick look."

Donna nodded and walked beside him, enjoying the contrast of the different colours of flowers that cascaded alongside the path, spilling over under their feet in places. The Doctor paused to look at one tree more closely, and Donna wandered a little ahead of him, stopping to smell the roses she found a little further along.

"Oh, would you look at that!" the Doctor said, crouching down and pointing at something under the tree where he had stopped.

"What is it?" she asked, returning to his side and following his outstretched finger.

"That's a gorgeous specimen..." he said, moving closer to whatever he was looking at. Donna moved a little closer, to see a large, formidable looking spider crouched under the leaves beneath the tree.

"Doctor!" she said, as he reached his hand toward it. Wasn't he always telling her not to touch things?

"Aren't you beautiful," he crooned to the spider. "Just –Oh!" he exclaimed. Donna looked down at the spider in time to see it twitch its legs, and a cloud of—something – seemed to explode out of it, showering the Doctor with something that looked like dust. He raised his hand to protect his face, but Donna saw the dust envelop him. He sneezed violently and staggered backward as he tried to stand. She caught him as he swayed.

"What was that?"

He sneezed again and shook his head. "A defense mechanism," he replied. He rubbed his hand over his face and sneezed once more before fumbling in his pockets for a handkerchief.

"Are you alright?" she watched him, worried, as he scrubbed at his face. "What kind of defense mechanism?"

"It's a common one in spiders like that – when you disturb them, they can sort of shoot out a cloud of hair to scare off predators." He turned to look at her. "Did you get any on you?"

She shook her head. "No, I wasn't close enough." She released his arm, which she had been holding onto, since he seemed to be alright. "Then again, I wasn't trying to poke at it, was I?" She raised an eyebrow at him.

"Well, it was a gorgeous specimen," he said, looking back at where the spider still crouched. "Still, we should probably be getting back to the festival." He wiped at his eyes, then returned the handkerchief to his pocket. He held out his arm to her. "Shall we?"

She slipped her arm through his as they turned to walk back the way they had come. As they emerged from the garden, the sights and sounds of the festival enveloped them again. People seemed to be taking up places alongside the street, and the Doctor steered her toward an open spot.

"I think the parade is about to begin," he said in her ear. "You'll never see anything like this!"

She nodded, and he stepped behind her, protecting her from the crowd. She leaned back against him a little as the other onlookers closed in, and she was grateful he was there with her. He slipped one arm around her waist. Finally everyone seemed to find a place to observe from, and everyone turned to look expectantly down the street. She could hear a faint drumbeat, and then the sound of music, coming closer. The crowd erupted in cheers as the source of the music came around the bend, revealing a band with exotic looking instruments, accompanied by dancers whirling and swooping in front of them. A hovercraft followed, with people standing all around the edges of it, tossing out beads and flowers to the people gathered alongside.

"It's like Mardi Gras!" Donna exclaimed. She tilted her head back to look at the Doctor. "Oh—" she said, twisting in his arms to look at his face. There were painful looking red bumps all across his cheeks, and his eyes were red and watering. She reached up to touch his cheek, and he flinched away.

"What?" he asked.

"Your face! It's like a rash—" she reached up again, holding his head still. "Does it hurt?"

"It itches," he admitted, gently pulling away from her touch. "And my eyes itch," he added, at her look.

"We should get back to the TARDIS," she said firmly.

"Nonsense, we can stay for the parade." He rubbed at his eyes, and Donna grabbed his hand.

"Don't rub them!" She turned his hand over in hers, alarmed to see the same red bumps on the back of his hand. He looked down and pulled his hand away.

"I'm fine," he insisted. "Just a minor allergic reaction, nothing to worry about."

"Nothing to worry about?" She took his hand again, and dragged him through the crowd, ignoring the annoyed looks people gave them. She pulled him into a narrow doorway at the edge of the crowd, and spun to look at him. She gasped as she saw his eyes were now swollen, and his face was more flushed.

He blinked and swiped at his eyes again. "It's just the urticating hairs," he said, as though that explained it. He coughed, and Donna cringed at the sound.

"Just the what?"

"The urticating hairs. From the spider," he said, and coughed again. "I seem to be having an allergic reaction. It'll pass, I'm sure." He squinted at her. "You're sure none landed on you?"

"Yes, I'm sure. I still think we should go back to the TARDIS." She looked up the street, at the teeming mass of people between here and where they had left the TARDIS, probably a mile away from where they were.

He coughed, then nodded. "Perhaps you're right," he said, and his agreeing with her did nothing for the worry gnawing at her stomach. He reached out and pressed his hand against the building as he coughed again, and kept coughing until his eyes watered.

"We should find a hospital," Donna said firmly when he had stopped coughing finally. He swiped at his eyes but shook his head.

"No. The TARDIS has what we need."

"But—they might know how to treat it."

He straightened and took a deep breath. She could see him trying not to cough again, before he finally said. "They won't know how to treat me. The TARDIS will. Just—help me get back there."

"Alright then," she said with a sigh. He reached for her hand, and she took it, leading him through the press of the crowd back toward where they had left the ship. They were jostled by the people trying to watch the parade, and she could hardly think over the sound of the music from the band that was approaching. The Doctor's hand started to slip from her grasp, and she turned, afraid of losing him in the crowd. She gasped when she saw his face – his eyes were swollen terribly, and his face was red with the rash that seemed to be spreading as she watched. He staggered a little as someone pushed past him.

Thinking quickly, she dodged into a small alcove and pulled him with her. "Doctor," she said gently, as he leaned against the wall.

"Perhaps we should wait until the crowd disperses a bit," he said, then coughed again.

She didn't want to wait even another second before getting him back to the TARDIS, but it would be easier once the way back was clearer. "Okay, sit down here then, and rest."

The Doctor slid down the wall until he sat leaning against it. Donna sat down next to him, her heart hammering in her chest.

"I'm a little dizzy," he said.

"Okay—"

He rubbed his hand over his hair. "How do I look?"

She shrugged. "Like you had a fight with a wasp. And lost."

He gave a short laugh, then suddenly drew his knees up to his chest, clasping his hands around them and curling over them. She saw his jaw clench. "It hurts!"

Donna scrambled to her knees, bending over him. "What should I do? Tell me what to do!" She fought down the panic that threatened to overwhelm her. "What hurts?"

He shook his head, and she could see the muscles working in his jaw.

"Please—" she said, and she rested her hand gently on his shoulder. As she touched him, she was suddenly overwhelmed with a wave of fear and pain, and she pulled her hand back as if she had been burned. She gasped for breath as the feeling ebbed.

"Don't—" he said, through gritted teeth. "Don't touch me."

"What was that?"

She watched as he struggled to compose himself, finally loosening the grip on his legs and tilting his head back against the wall again. There was still pain etched on his face, but he finally said, "I think there was venom in the hairs. It's affecting my mind."

"But—how?"

"My barriers are down – I don't know how, but – I can't help it. If you touch me, you feel what I feel, and I can't—" He pressed his hands to his eyes.

"Don't rub them—" she said automatically. She took a deep breath, feeling the echoes of his fear still inside her. "Okay, just...let me think. What can I do?"

"Nothing. Just get me back to the TARDIS."

Without touching him. While he could barely speak because he was in so much pain. "Alright." She looked out at the street, noticing that the noise from there was lessening. The last of the parade seemed to be passing, which meant the crowds would be leaving so they could move. She looked back at the Doctor. "Can you walk?"

He nodded. "I think so."

"Good. I think the people are leaving, so we can go." He smiled a little at her, and she was relieved that he could manage that. His eyes still looked terribly painful, and every muscle seemed to be tense. He struggled to his feet, and she fought the urge to take his arm and help him. "Ready?"

"Ready," he said, taking a slow step out of the alcove. Donna tried to stay a little ahead of him, to keep people from bumping into him. She heard a few startled cries as people must have brushed against him, but he kept moving, and so did she. After what felt like hours, but was probably only a few minutes, they reached the edge of the festival area and the crowds thinned out. The Doctor was breathing hard, but the cough seemed to have stopped.

She turned to look at him, in time to see him stumble against a lamppost. He leaned against it and rubbed at his eyes again.

"We're nearly there," she said, not sure whether that was true or not. "Can you make it?" He didn't answer, and she stepped closer, her hand hovering over his arm. "Doctor?"

"It hurts," he said finally. "I can hear—everyone. In here." He tapped the side of his head. "I can't block it out."

Fear washed over her again, her own, and she suspected his as well. She was not quite touching him, but she could feel the emotions rushing through him. Steeling herself against what she knew would come, she reached up and pressed her hand to his temple.

"No—"he said, but he didn't push her away. She took a deep, shuddering breath as she let his fear and pain wash over her. She fought to remain calm and centered, trying to send that feeling back to him. She felt him inside her mind, familiar but overwhelming, just as he had been back on the Oodsphere, so long ago. She lifted her other hand, cradling his face between them, and he leaned down to rest his forehead against hers. She struggled to keep her breathing even as he held the connection.

"Hush now," she said softly. Maybe if he could just focus on her, he could block out the other millions of people on the planet, and she could get him back to the TARDIS in one piece. She tried to hold that thought in her mind, and he finally seemed to understand. He relaxed a little against her, and she let his thoughts swirl through her mind. She realised now that he had kept his mind carefully controlled before, when he had opened hers to hearing the Oodsong. Now it was noisy, chaotic, and she battled against a feeling of drowning as he slowly calmed. He finally straightened and took hold of her hand. She opened her eyes to meet his, nearly unrecognizable beneath the swelling, but still undeniably him. "Just keep hold of me, alright?"

He nodded, and she turned and headed toward the TARDIS again. She wanted to run, but she knew he wasn't up to it. She tried not to focus on his thoughts, not wanting to intrude when he was so vulnerable, but she couldn't help catching snatches of thoughts and memories. And feelings. She tried to focus only on getting him home as he leaned more heavily against her. Finally, the TARDIS came into view, and they both let out a sigh of relief.

She opened the doors quickly, and he stumbled in, heading directly for the console. Donna followed him up the ramp, only to be tossed violently against the railing as soon as he touched the controls. The TARDIS shuddered again as his hands closed over the lever, and he drew back in alarm. "She's reacting to—"

"Oh God," Donna breathed. The TARDIS was telepathic, of course, and was reacting to the waves of fear and pain still emanating from him, uncontrolled.

"You'll have to pilot her," he said, turning to her and dropping his hands to his sides.

"But, I've only done it that once!"

"I can tell you what to do. I need you to be my hands." He stepped slightly away from the console, and the ship was still. "Just get us into the vortex. You can do it."

She took a deep breath and nodded. Of course she could do it. Her hands shook a little as she closed them over the levers and knobs, following his instructions carefully.

"There, that's done it," he said finally.

"Good. Now, it's the infirmary for you," she said firmly.

"Yes, I think that would be best," he agreed. The rash seemed to have spread down his neck and up his arms, and looked very painful, and sweat stood out on his forehead as he turned to her. "I—" he began, then he crumpled to the floor.

Donna half-caught him as he dropped, and she braced herself against the feel of his mind inside hers again. She staggered under the weight of him, bumping against the console as she fought to keep him from hitting the floor, and from falling herself at the onslaught of pain he was radiating uncontrollably. She gasped for breath as he fell against her, but she didn't let go.

"Doctor!"

"I'm sorry," he said, pushing against her. "I can't—"

"You have to walk," she said, finally getting her shoulder under his arm and half-carrying him toward the door at the back of the console room. He stumbled, but managed to get his legs under him, to her relief. She didn't think she could carry him, skinny as he was. Thankfully the door to the infirmary appeared in front of her, and she manoeuvred him onto the bed. He groaned in pain as she pushed him onto the bed, and he curled up on his side, drawing his knees up to his chest again.

"Everything hurts," he muttered.

Donna studied the display blinking over his head. It flickered, then changed to English for her, and she could see his body temperature and pulse rate were both sky high. A picture of a blue vial and hypodermic needle appeared in the centre of the screen, and a cupboard door popped open near the bed, revealing a set of vials.

She sent a silent "thank you" to the TARDIS, and hurried to the cupboard. After a few attempts, she managed to fill the syringe, after checking the screen again for the proper amount, then returned to the Doctor's side. "I don't know what this is, but the TARDIS seems to think it will help," she said.

He didn't open his eyes, but he nodded. "It's probably something for the venom, and for the anaphylactic reaction."

"Okay." She set the syringe and alcohol swab carefully down on the table. "Um, I think you'll have to take off the jacket."

"Just cut it," he said, his jaw clenched.

Fighting back panic, she quickly cut away the sleeve of his jacket and shirt, and swiping the skin with the swab. The redness reached past his elbows already, and seemed to spread as she watched. "This will sting," she said, hesitating as she picked up the syringe again.

"Go ahead."

She took hold of his wrist, and felt his double heartbeat fluttering away under her fingers, terribly fast. Taking a deep breath, she quickly jabbed the needle in and depressed the plunger. He stiffened in pain, but didn't pull away. She tossed the syringe away and took hold of his hand in both of hers, letting his feelings wash over her again.

"I'm here, it's okay," she whispered, watching him and keeping one eye on the monitor. She let out a breath as she saw his temperature and heartrate immediately begin to decrease, and his hand relaxed a little under hers. His pain and fear gradually eased, replaced with surprise and gratitude, before she felt him regain control of his mind. He gradually rebuilt the barriers, and she relaxed as his presence in her mind became more controlled, then receded completely.

He relaxed and rolled over onto his back, keeping hold of her hand. She could see the redness receding already, and his eyes were less swollen.

"Thank you," he said, his voice rough.

"Yeah," she said. "Don't do that to me again."

He chuckled a little, and opened his eyes. They were still red and looked irritated, but the swelling was completely gone. He blinked and rubbed them with his free hand, and blinked again.

"Donna?" His fingers tightened painfully around hers, and she felt cold fear in the pit of her stomach at his tone.

"What's wrong?"

He sat up, still blinking. "I can't see anything."

She looked wildly up at the monitor again, but all the numbers were green now. "But, the medicine worked!"

"Yes, it stopped the reaction to the venom. I think the spider hairs must have worked their way into the retina."

"Well, we'll just get them out then. Go to a surgeon or something?" She squeezed his hand.

He shook his head and leaned back against the bed. "No, they'll be too small to remove. I think they'll work their way out eventually, it'll just take a little time. And less time for me than for a human."

"You think? You're not sure?" She couldn't even think about it being permanent. What would he do?

"Oh, don't worry, I'll be fine in a day or so." He turned his face in her direction, and her heart sank when he didn't focus on her. "I might need you to be my eyes for a time."

"Of course," she said quickly. She looked down at his ruined clothes. "We should get you into something—that hasn't been cut to ribbons," she finished.

He smiled tiredly at her, and slid off of the bed. "Lead on."

She walked with him to his room, and found his pyjamas for him. "Can you manage?" she asked, grateful he couldn't see the blush she could feel heating her cheeks.

He chuckled. "Yes, I think so."

"I'll be right outside. Are you hungry?"

"No, thanks. A cuppa would be nice though."

"I'll be right back. And don't try anything fancy while I'm gone."

"Yes, ma'am," he said, with a sketchy salute.

When she returned with their mugs of tea she found him sitting on the side of his bed in his pyjamas, holding his hand in front of his face.

"Here we are." She pressed the mug of tea into his hands, and sat down next to him with her own. She felt exhausted suddenly, now that the adrenaline had worked its way out of her system. She was still buzzing with worry over his eyes, but at least now he wasn't curled up in pain.

"Thank you." He sipped his tea. "I can feel you watching me."

"Sorry," she said, looking down at her mug.

"S'okay." He shifted on the bed so their shoulders were touching. He drained his mug, then yawned hugely.

"You should sleep."

"Alright." He handed her his mug, and she walked over to set them on the desk. He stretched out on the bed, and she pulled the duvet over him, smoothing it down.

"I'll just be—"

He grabbed her wrist. "Don't go. Please."

She wanted to lay down and sleep for a year, but she didn't want to leave him alone. "Okay, I'll stay until you fall asleep." He released her and turned on his side, tucking one hand under his cheek and closing his eyes. She drew the chair from the desk over to the side of the bed, and he reached for her hand again. "Sleep," she said gently. There were dark circles under his eyes.

"You shouldn't have done that, you know."

"Done what?"

"Touched me when I couldn't control myself."

"You've been in my head before, I knew what I was getting into. Besides, I needed you to walk. I couldn't think of anything else."

"It was very brave of you," he said sleepily.

"Pssh," she said, dismissively.

"No, really. I couldn't have done without you today. You know that, right?"

"Same as any other day."

"Yes, same as any other day." He opened his eyes. "I wish I could see you."

"Don't be so daft. Sleep, and you'll be fine when you wake up, I'm sure." She hoped that would be true.

He yawned again and closed his eyes. "You have a beautiful mind. So calm and orderly."

"Now you're talking rubbish. Go to sleep."

"Beautiful," he whispered. "Don't go."

"I won't."

His breathing gradually evened out, and his grip on her hand relaxed enough for her to slip from his grip. She was tired, down to her bones, but she didn't want him to wake up alone. She curled up in the recliner tucked in the corner, and fell asleep almost immediately. She dreamt of spiders, and crowds, and saw the Doctor collapsing in front of her, over and over. She was startled awake by someone shouting, and it took her a moment to realise it was the Doctor.

"Donna!"

She rushed to the bed and sat next to him, wrapping her arms around him as he sat up. "Shh, I'm here, I'm right here."

"Donna," he choked out, burying his face in the side of her neck. "I dreamt—"

"Shhh, it was just a dream, it's okay."

"Don't go." He tightened his arms around her, his breath puffing against her neck.

"I won't, I promise." She held him for a moment, waiting for him to relax, then gently pushed him down onto the pillows.

"Stay with me. Here."

She closed her eyes, remembering the emotions she had felt from him in her mind, underlying the overwhelming fear and pain. Warmth, and affection, and something more he had tried to hide. This was dangerous, she knew. He rubbed his hand over her arm.

"Please."

"Okay, budge up," she said, and he rolled quickly to one side, leaving room for her to stretch out next to him. She left space between them, but he quickly closed it, resting one arm over her waist.

"Thank you."

She ignored the butterflies in her stomach as she rested one hand against his chest. "Now, sleep." She tried not to think how close she might have been to losing him, and the feelings that had awakened in her at the thought.

"You too. You must be exhausted," he said, and she saw guilt in his face. He reached up and rested his hand against her cheek, then returned it to her waist. He pulled her closer, tucking her head under his chin. She slipped her arms around his waist, and listened to his double heartbeat under her ear, regular and reassuring. She struggled to stay awake until he drifted off, finally letting sleep overtake her as he held her.

***

She stretched sleepily as she awoke, then froze as she realised she wasn't alone. And wasn't in her own bed. Memories of the day before flooded over her, and her eyes flew open to meet the Doctor's warm brown eyes twinkling back at her.

"You're awake!" he said cheerfully.

"You can see!" She started to sit up, but he pressed her back down onto the bed.

"It's okay, relax," he said.

"How are you feeling?"

"Better than ever."

"We should check you out in the infirmary again, just to be sure."

"No rush," he replied, propping himself on one elbow and looking down at her with a grin.

She ran her hands over her hair, sure it was sticking out in every direction. "Why are you looking at me like that?"

"I'm so very glad you were the first thing I could see this morning." His gaze swept over her, and she wondered how long he had been watching her sleep.

"Stop it," she said warningly.

"Stop what?" He shifted closer, and her breath caught in her throat as his gaze flickered to her lips.

"Looking at me like that."

"And how is that?" He rested on hand against her cheek, then swiped his thumb over her lips. She felt her heart flutter in her chest as he looked at her.

"I don't know, but it's dangerous."

"As dangerous as a spider?" He lowered his face toward hers, stopping with his lips a hairsbreadth away from hers. She felt his breath on her skin.

"Perhaps," she replied, but she didn't pull away as he closed the gap between them, his lips brushing hers gently at first, then more firmly. She gasped as he deepened the kiss, and she tightened her arms around him. She was disappointed when he pulled away after only a moment.

He smoothed her hair away from her face. "Beautiful," he whispered. He leaned his forehead against hers, and she felt the faintest brush of his mind against hers, gone before she could be sure. "What would you like to do today?"

She traced a finger down his jaw, her emotions a jumble in her head. "Let's find a nice quiet beach. With no spiders," she added quickly.

"And then?" He pulled back to meet her gaze, watching her closely.

She took a breath, and dove in. "And then, we'll see what happens next."

"Brilliant," he said with a grin, before kissing her again.