This little plot bunny wouldn't leave me alone. On a completely different note: The Avengers is quite possibly the best movie ever. I would expound, but I'm not sure if FF has a word limit...

The Doctor rolled over with a groan, his body and mind sluggish as he tried to wake up. His head was pounding out a war cadence, and he felt the room tip slightly as he stumbled to his feet. He hadn't felt this bad in a very long time, and he lurched to the bathroom in time to heave up his last meal.

"I don't remember eating that," he murmured, swiping his mouth clean with a nearby rag. His head still throbbed and there was a low humming in his ears that wouldn't quit, but overall he felt better than he had a few moments ago. He dressed in his customary pinstripe suit, wondering when he'd changed into his pajamas. He could vaguely recall he and Rose running from some evil alien force, then hearing the faint whine of an energy weapon powering up. He remembered he had thrown his body between Rose and the aliens, felt a blast hit him in the back of the neck, then nothing.

Panic shot through him as he worried about Rose, but his brain seemed to have finally woken up as logic took over. If she had been captured or killed, who had dragged him into his room, changed him into his pajamas, and put him to bed? No, Rose was fine. Still, he thought, it wouldn't hurt to check, and he needed to get to the control room anyhow and see where they were. Brilliant though she was, Rose couldn't pilot the TARDIS into the vortex without help, which meant they were probably still on the Jevarri homeworld.

After checking to make sure he looked presentable and not at all as bad as he felt, he set off down the corridor in search of his wayward companion. He tried her room first, knocking once before opened the door. Clothes and knick knacks cluttered almost every surface, and he had to remind himself once again that she was only just barely out of her teens. His eye caught on a shimmering necklace sitting idly on her vanity, and he lifted it into his palm curiously.

"Hello. How did you get here?" It was Valtraxan in origin, but he had never taken Rose to Valtraxa Prime. They had wonderful bazaars, if he remembered correctly, and no race in the universe had a more aesthetically tuned eye than the elfin creatures that resided there. He pondered for a moment, deciding that Rose must have purchased it on their last trip to the trading post in Kalkora Seven. Mystery solved, he set the necklace down and wandered back out into the hallway.

The TARDIS gave a shudder underneath his feet, and he laid his hand against a bulkhead soothingly. The humming in his ears intensified, and the throbbing that had abated in his skull was threatening to return ten-fold.

"Let me find Rose, old girl, then I'll sort out what's happening." His ship was unusually quiet, but the Doctor turned his focus on finding his friend. Finally deciding on the kitchen (and that a banana really was the best medicine) he altered his course for the galley.

"Rose, you really should stop making a habit of –" He stopped mid-sentence and mid-stride, staring at the woman sitting at the table. She had shoulder length fiery red hair, full features, and an angular face. She didn't seem surprised to see him, instead choosing to stare at him sternly as he stood frozen in the doorway.

"See you're feeling better," she crooned. "If you're gonna go making a habit of banging yourself around under the ship, try and do it a little closer to the console room. It'll make it a bit easier to get to your useless lump of a body when all that tinkering about goes wrong." The Doctor stared for a moment, completely gobsmacked, but the presence of the woman and the lack of Rose set him on alert immediately.

"Who are you? What have you done with my friend? Tell me right now." The woman's face screwed up in confusion, and she pointed her spoon at him.

"Alright, so you got knocked on the head a bit harder than I thought." The Doctor took one step forward, his eyes darkening with anger and worry.

"Give her back to me, and we'll sort this out. I don't know what you want with me, or how you even got onto my ship, but she has done nothing to you. Give her back." The woman just stared back, as if assessing his words carefully, before her expression changed from confused to concern.

"Doctor?" She stood slowly, her silverware clattering to the table as she stepped toward him. "Doctor, are you alright?"

"I'm only going to ask nicely one more time. Where is Rose?" His hands clenched into fists at his sides, and as the woman stepped within arm's reach he had to resist the urge to grab her and shake the information from her. But the humming in his ears and the pounding in his head was muddling things up, making it hard to think.

"You were working on the TARDIS last night, tinkering like you always do. I heard an explosion, ran to the control room, and had to squeeze you out from under the center panel. You were bleeding badly from a head wound. I patched it up best I could, dragged you to your room, and put you to bed to rest." She spoke evenly, but he could see the worry in her eyes as she watched him warily. Whoever she was, she was either a very close friend or a very good liar.

"Who are you?"

"Donna," she said slowly, "Donna Noble. I've been traveling with you for about six months. At least I think it's six months; it's hard to keep track of sometimes." She smiled a bit, but he didn't return it. His mind was still fixated on one thing.

"Rose…where is Rose?" If this woman was traveling with them, Rose would be able to corroborate her story - or expose her as a liar. The humming increased, as if some external force was trying to push its way into his mind. He fought back, erecting a strong barrier to hold it while he processed all this information. If he'd lost approximately six months' worth of memories then he was damaged worse than he'd thought.

At the mention of Rose's name, however, there was a look on Donna's face, one that told the Doctor something bad had happened. His hearts seized in his chest and he turned from her to bolt down the corridor toward the medical bay. If the explosion had been bad enough to knock him out, what had it done to Rose? She often sat quietly in the pilot's chair, reading a book while he worked. If she had been caught in the blast…

He burst through the infirmary doors, his eyes wide and panicked. But there was no one in the darkened room, just an empty bed and closed cabinets. Footsteps echoed down the hallway, and Donna skidded to a stop beside him.

"You're not half fast," she breathed. "Must be them skinny legs." She took a deep breath to slow her racing heart before laying her hand on the Doctor's arm. "You should let the TARDIS scan you, see how much damage is done."

"Not until I find Rose," he growled, shrugging his arm out of her grasp. She pressed her lips into a thin line, as if forcing herself to stay silent. She knew something, he concluded, and that something was the very thing he needed to know.

"I really think you should –"

"You know what I think?" he hissed, whirling around to level her with the full force of his anger. She gasped and shrunk back against the far wall. "I think you know the answer to my question. I think you know exactly what happened to Rose. And for some reason you're not telling me. The first mistake you made was invading my ship, my home, and lying to me. But the biggest mistake will be continuing to keep her whereabouts from me. So I will ask you one last time. Where is Rose?" Donna swallowed heavily, her eyes brimming with unshed tears.

"I had no idea," she whispered, and he felt horror creeping over him. "I mean, you never spoke about her. There was that one time, before, when we first met. I sensed then that she had been a close friend, but I didn't realize until now…" Her hand covered her mouth as a single tear escaped.

"You're talking about her as if she's…you're speaking in the past tense," he amended his sentence to avoid thinking rather unpleasant thoughts. There was no way Rose Tyler was gone – not after she'd promised him forever.

"Doctor, just how large of a memory gap do you think you're experiencing?" Confused by her sudden change of topic, his brow wrinkled in confusion as he stumbled for an answer. The fog in his mind was beginning to clear, but the pain was intensifying.

"You said you've been here for six months," he said, giving her the benefit of the doubt. "I remember promising to take Rose back home after our incident with the Jevarri. I assume that's where we picked you up." Donna shook her head sadly, moving past him and into the now-lit infirmary. She paused near the gurney, turning her head to look back at him with compassion.

"I've been traveling with you for over six months, but we met almost three years ago. It was right after…you told me then that you had lost her, that you couldn't get her back." He stumbled back into the wall, unwilling to believe Donna's words. Three years? He was missing three years' worth of memories? More importantly, his brain screamed, he'd lost Rose?

"You're lying," he growled, propelling himself further into the room. Donna jumped aside as he yanked some alien device from its resting place and put it over his head. He waited rather impatiently as it scanned his mind, and in that time the pain increased from barely bearable to agony. He pressed the palm of his hand against his right eye, trying to stave off the waves of pain that seemed to be synced to his heartbeats.

"Are you alright?" It was Donna again, and the concern in her voice unnerved him. He snatched the scanner from his head and threw it against the table, snarling at her as he turned around.

"No, I am not fine!" He breathed in deeply, staring at her with wild eyes as the machine behind him dinged. He held her gaze a moment longer before turning around. He gaped at the display for a full minute before slumping back against the table. "This isn't possible," he whispered. Donna took another step closer, close enough to reach out and touch him, but she kept her arms against her sides. He brought his hands up to cover his face, taking several deep breaths as he tried to make sense of it all.

Three years. Three years of his life were just gone. And at some point in that time frame he had lost Rose. He wasn't sure if missing those memories was a curse or a blessing. How badly had her loss affected him? Donna had been reluctant to talk about it, but the pain in her eyes was enough to tell him what he needed to know. Rose's loss had destroyed him, just as he always knew it would. He just hadn't expected it so soon.

"Doctor?" Donna's hesitant voice echoed in the quiet room, and he pulled his hands from his face to look up at her. She gasped at the devastation in his eyes, at the loneliness and despair.

"Rose is gone," he whispered, "and I don't even remember how. Why can't I remember?" Donna recalled seeing a similar look in his eyes as he stepped off the transport on Midnight, when he'd come face to face with the worst possible monsters. She'd pulled him into a hug then, offering him the comfort of a friend and reassuring herself that he was still okay, still in one piece. Without thinking she did the same now, surging forward to wrap her arms around his thin shoulders.

He responded automatically, squeezing her tightly as he tried to sort out everything. She couldn't imagine was it was like to have a part of your memories just wiped clean, but she knew what to do when her friend was in pain. She rubbed his back, telling him that it would be okay, that they would work it out together. His breath hitched once, and she felt moisture on her shoulder. She stood still for a moment, shocked at the emotion he was showing her, before resuming her soothing ministrations. Was this what he was like before he'd lost Rose? Had her loss really changed him this much?

His body tensed violently, and she pulled back to find his eyes screwed up tightly in pain. He swayed once in her arms, and she guided him to sit in the chair next to him as he clutched his head in a futile attempt to ward off the ache. She knelt down, trying to get him to open his eyes and look at her, but he was completely focused on keeping his skull from splitting in two.

"Doctor, what is it?"

"Feels like…neural implosion…" He flailed one arm out uselessly as he cried out in pain, and the pressure continued to build. "Something's trying to take advantage, to force its way into my mind."

"What do you need?" Donna was frantic now, clueless as to what to do to help him. "More walnuts and ginger beer?" He spared a moment from his misery to glare at her curiously, and the beginnings of her smile faded as she realized he didn't remember that particular adventure. Suddenly she realized he didn't remember her at all, and that thought scared her more than the thing that was knocking on his mental door. She asked him about it, but he just shrugged one shoulder and took a shallow breath.

"Whatever it is," he grunted, wincing at the pain he was trying to keep at bay, "it's going to succeed. Get out of here, lock the door, whatever you have to do. The TARDIS will protect you, and herself. Go!" He shoved her away and collapsed to the floor, clutching his head as he screamed in excruciating agony. He vaguely heard the door clicking shut and the lock engaging as he finally surrendered to the pain.

Donna watched through the porthole in the door as her friend lay motionless on the floor. For a moment, she thought he'd passed out from the pain, but when he suddenly started twitching violently she called his name. She jiggled the handle but the TARDIS held it fast, keeping her away as whatever it was tore through his mind. Finally, unable to bear his pain any longer, she turned away and ran off to her own room, shutting the door tightly before throwing herself onto her bed.

After what seemed like centuries had passed, the Doctor slowly came to on the infirmary floor. The pain in his head was gone, but he expected nothing less. As he pushed himself to his feet, he noted the litter of debris around him. In his thrashing about he'd manage to upset the table, spewing instruments and gadgets all around. The chair had toppled over when he fell, and he righted it quickly before turning in a circle. Something had happened just before he'd gone under, something important. He turned once more, finally finding the closed door, and reached it in two strides. It hit him just as he grabbed the handle and turned.

Donna, he remembered. I have to find Donna.

He checked her room first, not surprised to find her curled up on her bed. She had fallen asleep in her waiting, but when he sat lightly upon the edge she woke.

"Doctor?" That one word encompassed so many thoughts – concern, surprise, relief – that all he could do was offered a thin smile in return. She didn't fail to notice the tear tracks on his cheeks, and that he hadn't thought to wipe them away yet made her feel proud and worried all at once.

"I'm alright now," he told her quietly. "The pain was…well, it was the TARDIS trying to get back into my head, trying to sort things out for me. You were right; that explosion was nasty enough to knock out three years of my memories; she was just trying to help me get them back."

"And…do you? Have them back, I mean." Pain of a different sort passed over his eyes then, and she almost regretted the question.

"Yes," he whispered. "I remember." She reached out and laid her hand over his own, squeezing it comfortingly as he spoke. "I remember everything." For a moment, she thought he would elaborate, finally tell her about Rose, about how much the woman had meant to him. But in an instant the moment was gone, and he stood up to distance himself from her again. "I'll let you rest. You've had quite a day." Before she could reply that his hadn't been a picnic either he was gone, probably back to the control room to assess the damage. She thought about following him for half a second, then changed her mind. She would leave him be tonight.

The Doctor closed Donna's door behind him with a heavy sigh. Tomorrow, he would fix the TARDIS' engines and whatever damage had been done. They would find somewhere else to go, something else to do to forget about all the horrors, the devastation, the loss that seemed to follow him. Tonight, though, he wanted to be alone with his thoughts, with his memories. He stepped into his room and took a deep breath, sinking down onto the soft four-poster bed as images of a smiling, blonde-haired woman swirled in his mind. And for the first time since he'd lost her, he didn't force those memories aside, didn't make himself forget.

Tonight, he wanted to remember.