The first time Donna slept with the Doctor—not slept slept, mind, just slept—she was woken by shouting.

Her first thought was that someone was chasing them. She sat bolt upright and tried to scramble out of bed before she realized that she was in her room on the TARDIS. Her alarm was replaced with confusion, quickly allayed when the Doctor squirmed beside her, his hands making fists in the bedclothes, and let out a quiet whimper.

Still groggy, Donna crawled over and put a hand on his shoulder. "Hey. Spaceman," she mumbled, rubbing at her eyes.

The Doctor drew away unconsciously, curling in in himself, and gave a broken cry of something she couldn't understand. His body shuddered, his chest heaving with gasping breaths; the realization that he must've been having an awful nightmare jolted her out of her tiredness.

"Doctor, c'mon, 's just a dream," she murmured, shaking him gently. He trembled under her hands, as if he were cold, but when she reached down to brush his hair out of his face, she felt the sheen of sweat on his forehead. She tried again to wake him, shaking more vigorously this time.

Finally, he came round with a sharp inhale. Right away he struggled to sit up, throwing the blankets off and shoving Donna away in the process. She caught herself with a hand on her night table before she could fall off the bed, and watched wide-eyed as he looked frantically around the room, trying to gain his bearings. For a moment she worried that he might panic and lash out, and she flinched when his eyes fell on her; then he blinked, as if noticing her for the first time, and his gaze cleared.

"Donna," rasped the Doctor. "Wha–"

"It's okay," she rushed to assure him, moving back to his side. "You're on the TARDIS. You were having a nightmare."

The tension drained from his body as he came back to himself, slowly processing that he'd only been dreaming. Donna realized that her heart was racing from the surprise, and she took a few deep breaths to calm herself, inwardly laughing at the idea that he ever would've hurt her.

The Doctor, meanwhile, turned away, swinging his legs over the side of the bed to sit on the edge. He leaned forward and rested his chin on his hands, fingers laced together. After a few seconds of staring at the wall he ducked his head, squeezing his eyes shut, and pressed his forehead against his fists. She watched the halting, unsteady rise and fall of his back as he worked to regulate his breathing; she wondered whether she should offer some comfort, but decided to give him a moment to himself instead.

His hair was a mess, mostly flattened on one side and sticking up all over the place on the other. His shirt, a tight vest top, was rumpled and dark with patches of sweat, and her eyes traced the curve of his spine under the thin fabric; he always seemed skinny, even through all his layers, but his bones stood out sharply in the simulated moonlight trickling through the window, and she couldn't help but wince at how gaunt he looked. The anxious tremble in his slight frame, which she could feel through the mattress, did nothing to help. She reminded herself to try to get him to eat breakfast for once.

After a moment he cleared his throat, glancing back towards her. "I'm sorry," he said roughly. "Didn't mean to push you."

"Don't be sorry." Donna moved over to sit on the edge of the bed next to him, just close enough for their legs to touch. She searched his face, half-hidden by his hands, for some sign of what he was thinking. "You okay?"

He nodded. "Fine." He paused to exhale shakily. "'M used to it. Anyways–"

He stood abruptly, leaving her to watch him with her mouth open, just about to respond. He went for the door, and she regained her senses.

"Doctor, wait!" she called. He paused with his hand on the knob. "Stay. Please."

The Doctor hesitated for a second more, then turned to pace restlessly across the room, rubbing a hand over his mouth. The other arm hugged his chest, his fingers digging into his shoulder. "Donna, I can't–" His voice cracked, and as he turned back to her she was shocked to see his eyes shining with tears. "I don't w– I don't want to go back to bed, not right now, please."

"Alright," she said hurriedly. "It's fine, you don't have to. Are you… okay, over there?"

He glanced up from the floor, still pacing, and nodded.

Donna drew her legs up on the bed and sat cross-legged, facing him. "What's the matter, Doctor?"

"Nothing," he said shortly. "It was just a dream."

"You were talking."

His steps faltered, slowing to a stop. "What did I say?" he asked, suddenly guarded.

"I don't know. I couldn't understand." Donna's heart sank as the realization came to her. "Was it… Gallifreyan?" she said tentatively, praying her nosiness wouldn't upset him further. "Is that why it didn't translate?"

"Probably," he said, almost too low to hear. Crossing his arms over his chest, he started tapping a complex alternating rhythm with his fingers on both arms. "The TARDIS tells me I talk in my sleep sometimes. Says she likes the sound. It's really the only time she gets to hear it nowadays. I never really speak it now, except in dreams…" He broke off with a sharp breath, as if he suddenly remembered he wasn't just talking to himself, and resumed his pacing.

"It sounded beautiful," she said, an odd blend of admiration and dismay mingling in her chest. "But I think I'd like it better if you weren't… shouting it."

He didn't react to this, gaze fixed on the floor as he walked.

Donna decided to drop the topic; she could always ask later. "How are you doing?"

The Doctor bit his lip. He held up a hand to examine, and she saw that it was shaking. When she looked a bit closer, she realized his whole body was too.

"I don't want to be here," he muttered, folding his arms tightly over his chest again. His voice was starting to sound breathless, and his pacing was getting near-frantic. "I– I can't stay, I… You can go back to sleep, I'll just–"

"Doctor," Donna said firmly. "Come sit down."

He hesitated, eyeing the bed warily.

"C'mon."

Finally, he walked over and sat hunched over on the end of the bed, running his hands up and down his arms. Donna moved to sit next to him.

"Sorry," she said. "I didn't mean to pressure you. You looked like you were about to pass out."

He gave a mirthless laugh. "Might've been." His throat worked as he swallowed, and he reached up subconsciously to claw at it, make sure there was nothing restricting his breathing. He looked markedly uncomfortable.

"What was that tapping you were doing?" she asked suddenly. "On your arms."

The Doctor glanced briefly at his hands. "Bilateral stimulation," he said, his voice rough.

Donna didn't know what that meant, but she figured that was another question for later. "How about you keep that up?"

He nodded, and resumed his strange rhythm of taps.

"You're doing well, okay?" she murmured. "You remember where you are?"

"On the TARDIS," he answered immediately. "In the Vortex."

"And you know that you're safe? I'm right here, the TARDIS is here, you're not in any danger. Okay?"

He nodded again, drawing a deep breath. "It's over. It's not real," he breathed, speaking to himself.

"Good," she said. "It was just a dream. That's all. Can't hurt you now."

Eventually, the Doctor's breathing slowed and evened out. He stopped pulling at the collar of his shirt, shifting restlessly in his seat; his entire body seemed to deflate, as if the panic had been his only source of energy. He slumped over, head in his hands, as Donna rubbed his back soothingly.

"How are you feeling now?" she asked.

"Sick," he mumbled. "Dizzy. Bloody exhausted." He shrugged. "Better."

"You don't want to talk about it, do you?"

He gave a heavy sigh. "Not really. Not now. But, erm… it isn't new, y'know," he added. "I can deal with it on my own."

"I know. But the point is that you don't have to. That's what I'm here for."

"No," snapped the Doctor, making her start. "No, you most certainly are not. You aren't here to look after me. You aren't going to waste your days babysitting me."

Donna shook her head, confused by his sudden anger. "I'm not babysitting you, you idiot. I'm helping you calm down from a panic attack. That's hardly a waste of time."

He scoffed.

"Doctor, c'mon," she implored. "Listen. I knew what I signed up for when we started this. You… well, you haven't exactly had the easiest life. I never expected you to forget about all of that just because we're dating, and I never expected you to hide it. You sometimes need more from me than another partner might. I knew that!" He had turned his head away, his cheeks burning with what she assumed to be shame. "Do you know why I'm here?" she asked quietly.

He didn't answer, so she did. "I'm here, with you, because I love you. D'you get that, Martian Boy? I want you to be happy." She reached out tentatively and cupped his cheek, turning his head so she could look him in the eye. "You are so much more than all of this," she whispered. "You don't deserve to deal with it on your own, and I'm not about to let you. Got it?"

The Doctor had little choice but to mod mutely, his eyes brimming with fresh tears. He sniffled, wiped his eyes, and croaked, "I, erm… I love you too." Then he cleared his throat, and added, "But really, I am used to it. Please, don't worry about it, it's not a big deal."

"It is," Donna insisted. "Look at you. I saw you, you were… you were terrified."

"I'm used to it," he repeated.

She lowered her gaze, searching for a response. She wasn't sure exactly what his hang-up was this time, why he was so insistent that he didn't need help, but she hated to think that he really had been through this so many times that it had become just another fact of life. "You shouldn't be," she whispered.

She heard him chuckle wearily. "Maybe."

There was a long moment of silence; Donna half-expected him to say something witty or self-depreciating or even, God forbid, talk about his feelings. But he didn't. When she looked over, he was hunched over with his arms resting on his knees, staring at the floor. His gaze was distant and forlorn, his mussed-up hair making him look even more like a kicked puppy than usual.

"Hey. Spaceman." Donna placed a light hand on his shoulder. "I can hear you thinking."

The Doctor glanced briefly in her general direction before sitting up straight, drawing a shuddering breath. "Go back to sleep, Donna," he said quietly. "I don't want to keep you up any longer."

"And what are you going to do?" she asked.

He bit his lip in consideration. "I'll go sleep in the library. It's fine," he said, as she opened her mouth to protest. "I'll only wake you up again if I stay. I sleep there half the time, anyways."

Donna fought back the instinct to question him on that. "Honestly, Doctor," she sighed, "I don't know what's gotten into you. I'm not leaving you alone right now, you've just had a terrible nightmare, you're still shaken. You should have someone to keep you company."

Something flickered in his eyes, quickly hidden: shame and guilt, as per usual, but also confusion. She reached down to take his hand, squeezing gently. "Have you ever considered that I want to be around you?" she asked.

Now she saw surprise. He swallowed hard, setting his jaw, and she watched his expression shift as he tried to resolve all his conflicting desires—God, he thought he was subtle—and he gripped her hand tighter, as if it were the only thing keeping him grounded.

"I don't think I can sleep here right now," he mumbled.

"Then we can both go to the library. Would that help?"

"I… I don't know," he said, finally turning to face her. His brow was creased in worry, his expression uncertain; she could tell he wanted to go along with it, but something was holding him back. "Are you sure?"

"Of course," she said. "C'mon, let's go."

After hesitating for a second, he leaned in and drew her into a touchingly gentle embrace, resting his head in the crook of her neck. "This, uh… this is…" His voice wavered; instead of continuing, he pulled away and pressed a kiss to her forehead. "Thank you."

"Anytime."

Donna reached up and ruffled a hand through his hair to tame it (though, arguably, it only got messier), and was rewarded with a tentative smile from the Doctor. She smiled back, relieved.

She took his hand again and he led her to the library, up to the third floor where his favourite couch resided, tucked into a recess in the wall and flanked on either side by bookshelves. There was a large and rather haphazard stack of books on the side table, evidence of his long-time use of the space. The window set into the adjacent wall had decided to display a nighttime view of some alien city, a sporadic carpet of dim artificial lights below them mirroring the spectacular starscape above. She'd found that feature disorienting at first, especially when the TARDIS picked completely different scenes for different windows, but she'd since come to love it. She knew the Doctor did, too; there was an indent in the left side of the couch where he always sat, leaning against the armrest and the little throw pillow propped against it, so he could see outside.

Predictably, he settled right in his usual spot and picked out a thin book from the middle of the stack, with a piece of red string (undoubtedly scavenged from one of his suit pockets) stuck between the pages to mark his spot. He wriggled around to sit leaning against his pillow, one arm draped over the back of the couch, and Donna wrapped a blanket around her shoulders before crawling into the couch and flopping down on top of him. He gave an oof! and a light chuckle, and he reclined a bit further to let her lie comfortably. She rested her head on his chest and wrapped her arms around his middle, and felt his around her in turn—though she was pretty sure that was so he could lean his book on her back so she wasn't sure it counted. She smiled anyways; admittedly, it was nice being in a relationship with someone who never complained about her crushing them and, being an alien with superhuman strength, never had reason to.

The TARDIS dimmed her lights until it was just bright enough for the Doctor to read. Now, Donna really understood why he liked this spot: she could still see the spattering of stars outside the window, casting a soft bluish glow into the library. She sighed softly, letting the double-beat of his hearts under her ear start to lull her back to sleep.

After a few minutes she heard a rustle of pages, as the Doctor freed up one hand to brush her hair behind her ear, his hand coming to rest between her shoulder blades.

"You don't have to stay," he murmured.

Her heart sank. She really had thought he'd gotten the point. "I know," she said, and left it at that.

He fell silent again for some time—thinking, not reading, she could tell—before he suddenly said, "I never sleep well, you know."

"Well… yeah, Doctor, I know," she said, confused. "I had that figured out a while ago." Rolling over slightly to look up at him, leaning her elbow on the couch, she asked, "Do you really want me to leave?"

His eyes widened. "No, no I–" He groaned, redirecting his gaze to the ceiling, and let the book fall closed on the back of the couch. "Donna, I'm just not sure you know what you're getting into. With me, I mean. Gods, I'm…" Squeezing his eyes shut, he took a deep, unsteady breath, clearly trying to fend off tears. "I'm sorry," he gritted out.

Donna sat up fully on the edge of the couch and put a reassuring hand on his arm. After a moment he sniffed and turned back towards her, not quite able to meet her gaze.

"I come here to sleep most of the time now," he said quietly. "I like to wander after… after I have a nightmare. I've made it a habit, really. And I know, well, I know you think you'd like to help—and I do appreciate it, really, I'd love… erm… I'd love if you were there, afterwards—but I don't want you to feel you have to."

He started talking faster as he got more and more uncomfortable. "I never wanted to involve you in this, honest. I'm just… I'll wake you up every time, Donna, and the first few you– you'll help me calm down and you'll go along with my wandering and my library visits, and it'll be okay because it's new and– and different, and because… oh, 'cause I know you care about me. Can't imagine why, but–" He sniffed, and wiped tears from his cheeks before continuing. "But then you'll just be annoyed with me, 'cause I can't do something as simple as sleep without cocking it up, and you'll only keep me company because you think you have to. I love you so much, Donna, and I'm scared you'll get tired of me and my problems—I mean, I'm tired of them, I bloody hate them, and I hate myself for– for dragging you into it…" He slumped over, head in his hands, and whimpered, "I don't want you to hate me too."

Donna stared at him, stunned, before she managed to shake herself out of it. "No, Doctor, no no no," she said softly, guiding his hands away from his face to hold them between hers. "You really think I'd hate you? Because… what, because you have trouble sleeping?"

The Doctor didn't offer a real reply, just sniffled. "It's not only that."

"It doesn't matter what it is," she insisted. "I want you to involve me in the stuff that bothers you. I'm… cor, I'm so sorry you ever felt otherwise."

"Not your fault," he muttered, sounding a bit choked.

"I'm still sorry."

Carefully extracting one of his hands, the Doctor dried his cheeks with his sleeve and pinched the bridge of his nose; his body shuddered and he gasped as he held back a sob.

"Oh, Spaceman," she murmured, rubbing soothing circles into his palm with her thumb. "You have so overthought this."

His voice faltered as he mumbled, "Maybe. I just… I don't want to be a burden."

"You're not. God, never." She cupped his cheek with a hand, trying to get him to look at her. "Is there anything I can do to convince you? Anything at all."

Closing his eyes, he took a moment to think as he calmed himself down. Donna brushed her thumb along his cheekbone; she idly admired the way his freckles stood out against his skin in the pale light while he leaned into her touch, taking comfort in the physical contact. A rush of affection joined the sadness she felt for him, making her chest tighten and a lump rise in her throat. He was so beautiful, and so smart and kind. How could he ever believe he was a burden to her?

She could only imagine how long he'd been thinking about this, for him to spill all of it over something as routine as a bad dream, and she wished he'd done so earlier. He told her all the time how wonderful and brilliant he thought she was—he never stopped, really. If she'd known he felt so badly about himself and his place in their relationship, she would've done the same. She hoped to God she hadn't done anything to make him think all those things; she vowed to tell him the exact opposite as often as she could from then on.

"It's not that I don't trust you when you tell me those things, you know," he said quietly. "Honest. But I worry, sometimes, you haven't thought it through. I don't want you to end up like… my caretaker."

"And I don't want you hiding things that upset you because you think they'll bother me." Donna bit her lip and moved her hand to grasp his, unable to hide her concern. "You make it seem like you rely on me for everything, but it's not like that. I know how much you deal with on your own, without me, and I know you've done far more for yourself than I have. I mean, that's what matters to me. You're trying. If you need a bit of help sometimes, there's no shame in that." She cracked a small smile. "Besides, you help me just as much as I help you."

The Doctor gave a shaky exhale. "Oh, I don't know."

She closed her eyes for a second and took a deep breath. "Alright, listen," she instructed. "I understand why you're worried, and I appreciate that you're thinking of me, but I've made my decision. I want to make this work. That means we both have to talk to each other." Her tone had grown playfully pointed, making the Doctor blush, but now it softened. "I know you're capable of dealing with this stuff alone, I do. That's why I wouldn't hide it if I really was too tired to help you out, or whatever other stupid things you've thought up. But I also know that you have an easier time with someone else. Am I right?"

He nodded slowly, raising an eyebrow as he waited to see where she was going.

"I would tell you if I didn't feel up to playing councillor," said Donna. "I promise. But you have to promise to tell me about stuff that bothers you, 'cause we both know that sometimes you need someone to tell you you're being an idiot."

Knowing he really had no choice but to accept what she said as the truth, the Doctor sighed. "Oh, you're right, Donna. Course you're right." He cleared his throat awkwardly. "I, uh… I can do that. I promise."

The way he glanced tentatively up at her, his eyes catching the silver starlight from the window, made her smile all over again, and she leaned in to give him a quick kiss.

"C'mere," he mumbled, pulling her back onto the couch to lie down, and he shuffled around to lie next to her. It was a bit crowded, sharing the same pillow, her only a few inches from falling off the side of the couch; but he managed to rearrange the abandoned blanket to cover them both, hugging her close to him and tucking her head under his chin, and she found she didn't really care. She hadn't realized how exhausted she was until her head hit the pillow, and she started to doze off right away.

Slipping an arm around his waist, she whispered, "Are you feeling better?"

His soft exhale tickled her hair. "Yeah," he murmured. "Much. Thank you."

"Do you think you can sleep again?"

"Ah… maybe," he said. "We'll see."

"You wake me up if you need me." She craned her neck to look up at him. "Okay?"

For a second he seemed about to protest; then he caught her firm stare, and clearly decided against it. "Alright," he said on a quiet laugh. "Goodnight, Donna."

"G'night, Doctor," she mumbled, nestling closer to him, her head already fuzzy with tiredness. "Love you."

The last thing she felt before falling asleep was the Doctor pressing a kiss to the top of her head.

"Love you too."