Donna awoke to a loud clang. For half a second the thought of danger flashed through her mind, and she nearly jumped up to investigate before she remembered she was safe in her room on the TARDIS. The sound of the Doctor cursing from somewhere down the hall confirmed it. Travelling with him had turned her into a light sleeper, it seemed, and she would never forgive him for it.

Groaning, she rolled over in her bed; the clock on the nightstand read nearly five in the morning. Technically that didn't mean anything on the TARDIS, but she, for the most part, still attempted to follow a normal Earth sleep schedule. She considered it nighttime, and she didn't appreciate being woken up.

Nevertheless, she dragged herself out of bed to go see what had happened.

Usually, the Doctor would be asleep by now too. Having just finished up a ten-day trip during which he had gotten no rest at all—Donna knew, because she'd been woken up then, as well—he should be exhausted. He didn't sleep every night, didn't need as much as a human, but ten days was quite long for him. Nearest she could tell, that was the equivalent of three or four for her. And whenever he went that long without sleep, it meant something was bothering him.

Donna found the Doctor in the console room, sitting on the floor with his legs dangling through a hole in the grating. He nursed his right hand, sucking at a small cut on the side of his index finger. An array of tools and parts were scattered in a circle around him, as well as perched on the console and the jumpseats; he'd clearly been working in there for a while.

"You alright?" she asked, leaning against the doorframe.

He startled and spun around to face her. "Oh. Donna." He relaxed. "Didn't hear you there. Yeah, yeah, I'm alright, just slipped." Then he frowned. "Sorry, did I wake you?"

Donna waved him off, suppressing a yawn. "'S fine."

"Sorry."

She wandered into the console room and sat heavily on the jumpseat next to his little workspace, peering into the grating to see what he was working on. "What're you doing up?"

The Doctor put a screwdriver (a non-sonic one) between his teeth, pulled his feet out of the hole and lay flat on the grating, leaning inside so he could reach whatever he was working on. "Just doing some repairs," he mumbled around the tool.

"Well, I can see that."

After a moment of fiddling he drew himself back up in a sitting position, gaze fixed on the screwdriver in his hand, and sighed. "Couldn't sleep."

"Thought so." Donna reached out to squeeze his shoulder. "Nightmares again?"

"Yeah," he murmured.

"I'm sorry."

He gave her a faint smile. "It's alright." Using the console to pull himself to his feet, he said, "You should go back to sleep, it's late. Been a long day."

"You can't get rid of me that easy," she teased, standing with him. She held out her hand. "C'mon. Let me see."

He complied, allowing her to inspect the cut on his finger. A quick sweep of her eyes over the rest of him confirmed her suspicions; his suit was rumpled and soot-stained in places, there were dark circles under his eyes, and his hair somehow seemed even more untidy than usual. He was exhausted. She felt a pang of pity.

"You look dead on your feet," she remarked. "You shouldn't be working half asleep like that."

"Yeah, well…" He shrugged. "Nothing else to do."

He said it casually, but Donna knew he was upset. Whenever his nightmares started acting up, he could never tolerate doing nothing.

"You know you could've come get me," she said gently. "I don't mind."

"I was trying not to wake you up. You need more sleep than I do." The Doctor glanced downwards. "Just didn't want to be a bother."

Donna gave him a wry smile. "You're a bother in a lot of ways, Doctor, but never that."

He didn't try to smile back. That was her first hint that something was really wrong; he always smiled back. Instead his brow creased in worry, and he ran his fingers through his hair.

"If you're absolutely sure you don't mind… I could–" he swallowed, "I could really use someone to talk to."

"Of course." She sat on the jumpseat, still holding his hand, and he settled down beside her. "What's the matter?" she asked.

He didn't reply for what seemed an eternity, gathering his resolve. More than once he opened his mouth to speak, lost his nerve, and closed it again. He had begun trembling, and Donna could feel the rapid beating of his hearts through the veins in his hand. She found herself growing nervous as he fought himself to get the words out; recently, he had really made an effort to talk to her when things got tough and she knew from experience that he normally kept his reactions tightly controlled, even in front of her. That he was so obviously distraught was concerning to her. In the end, though, he did manage to tell her what was wrong.

"I relapsed," he blurted out.

There was a long, drawn-out silence as Donna stared at him. Taking a deep, shaky breath, he repeated, "I… I relapsed. A few days ago. And it's been… just killing me."

Donna had to take a minute to process this. It came as a complete surprise to her—not that he had hurt himself in the past, she had found out about that, but that he had been getting worse again. She hadn't noticed anything out of the ordinary, nothing to suggest to her that he was out of sorts until tonight. She'd assumed his lack of sleep over the course of the trip was simply because he had been busy working. Now she felt rather guilty for not paying better attention.

She shook her head. "I'm really sorry, Doctor. I can't imagine how hard that must be."

The Doctor rubbed a hand over his mouth. "I didn't– I didn't mean to, I really didn't," he said through his fingers. "It's just… there was a– a razor in the hotel bathroom, and I–" He broke off, burying his face in his hands.

"Hey, hey," Donna said, wrapping an arm around his shoulders. "You don't have to explain. It's alright."

"No, Donna, you don't understand." His voice was rough and strained with barely-contained emotion. "I did that while on a trip, with you right in the next room." He gave a scathing laugh. "How disgusting is that? And what if… what if something had gone wrong? I put both of us in danger. That's so… so selfish of me."

"Doctor…" She looked at him, near speechless. "You're not selfish. Or disgusting. You shouldn't beat yourself up over this, it was just one slip-up. The important thing is that everyone's okay." She frowned. "You are okay, right? You don't need medical attention or anything?"

"No, I'm fine." He sniffed, and ducked his head. "I heal quickly."

Donna's heart near broke for him. She couldn't stand to see him in such pain. But, in the end, she was immensely grateful that he had trusted her enough to confide in her.

"Can you tell me why?" she asked quietly.

"Well, my metabolic processes are much more advanced than those of a human, so–"

"Not that," she cut him off with a reproving look.

"Right." The Doctor looked to her, tried to hold her gaze, but broke away. He tried to hide that he was blinking back tears, his lip trembled, and he disguised it by drawing a hand over his face. He laughed weakly. "Because I hate myself? Because it distracts me, because it hurts less than everything else, because… because I deserve it? Or… that's now it feels, at least. I don't know."

"I do," Donna murmured. "You're probably tired of hearing it, but you won't feel like this forever. Actually, I bet you'll feel a ton better as soon as you get some sleep. In the meantime, though…" She wrapped her arms around him, and felt his around her as he rested his head on her shoulder. "You don't deserve it," she whispered. "Not at all, not ever. And one day you're gonna be able to forgive yourself for everything, but for now you know that I love you, and so does every single one of your friends back on Earth."

He relaxed against her, ever so slightly. "I know. Thank you, Donna." She could hear a hint of a smile in his voice.

"Listen," she said softly. "It's over now. All of it. I know how difficult it's been for you but you've made amazing progress and this doesn't erase all that. It's one mistake. You've got to forgive yourself for it. And if you really do feel that guilty for… for possibly putting me in danger, then of course I forgive you too."

The Doctor pulled back, placing his hands on her arms so he could look her in the eyes, and gave her a weak smile. "Oh, Donna," he said shakily, "what did I ever do to deserve you?"

"You mean besides saving the flippin' universe, multiple times?" she asked, brow raised.

He laughed, and she laughed with him, glad to see him cheerful again. But then he released her and looked away, suddenly serious.

"That's actually why I was in here, working," he said. "I kept having those nightmares. Made me start… thinking about doing it again. But I didn't," he said hastily, at her worried expression. "I didn't."

Donna let out the breath she'd been holding. "I'm glad. That's… that's very good. Not the nightmares, I mean, that bit's not so good." She paused and bit her lip. "I hate to ask, Doctor, but… do you still have that razor?"

"No," he said. A tiny little bit of pride flickered in his eyes. "Got rid of it. Don't worry."

She smiled, relieved. "Good. That was brave of you." Taking his hand in hers, she said, "You do know you could've come to wake me up, right? It's important to me that you know that."

The Doctor shrugged. "You just seemed really tired. I didn't want to be–"

"A bother, yeah," she finished for him.

"Yeah." He blushed faintly. "And I was embarrassed. Didn't want to admit…" He looked away. "Yeah."

Donna shook her head in a baffled sort of way. "C'mon, you know better. You know I wouldn't really take an hour or two of sleep over helping you out. I'll never be mad at you for asking. And I'll never judge you, either." She fixed him with a firm stare that forced him to meet her gaze. "It might not be much, but if you ever need to talk, if you're ever scared or sad or if you want to hurt yourself… I'll never, ever hesitate to help, however I can. Because I–" She sighed. "I care about you, you prawn, and I want you to be happy."

The Doctor stared at her for a moment, mingled shock and fondness on his face. Suddenly, he wrapped her up in a crushing hug; after recovering from the surprise Donna returned it, pulling him as close as she physically could. She felt the beat of his hearts against her chest, still a little too fast, and she felt the tremors running through his body. Tears welled in her eyes. She hoped desperately that he could believe her.

"Thank you," he whispered. He hid his face in the crook of her neck.

"Don't mention it, spaceman," she said.

It was a long minute before they pulled apart, both wiping tears from their cheeks.

"Here," said Donna, standing and leading him swiftly by the hand from the console room, "let's get you to sleep."

The Doctor hesitated. "Oh, Donna, I don't know, I should really finish those repairs–"

"Will the TARDIS explode if you don't?"

"Well, no."

"Then I'd say you need fixing up first. Trust me."

Ignoring his protests, she stepped over his tools and dragged him through the twisting hallways of the TARDIS, not to his bedroom but to the den. It was a small, cozy room, dimly-lit and furnished with a good number of remarkably squishy seats. Through a series of rigorous experiments, she had determined that there was no better place onboard to nap. And when she couldn't sleep herself, she went there.

She sat him down on the sofa, grabbed the remote and flicked on the telly to something mindless, turning the volume right down until it was barely audible. Then she took a blanket and wrapped it around the Doctor's shoulders, sat next to him and embraced him again; his arms wound around her in return, but he remained tense, sitting stiffly on the edge of the sofa. When she drew back, the expression on his face was so openly scared and mournful that she was gripped by a sudden surge of protectiveness. She wished for nothing more, in that moment, than to be able to make her friend feel better.

She moved over to the tall armrest, leaning her elbow against it to rest her chin in her hand. With the other she pulled the Doctor closer; he laid his head on her lap and curled up under the blanket. Looking down on him like this, his face sallow and eyes dark with exhaustion, thin frame trembling ever so slightly, he seemed terribly small—so much more like a child than a godlike alien. But after a few minutes of absently watching the program, Donna stroking his wild hair back from his face, he allowed the tension to drain from his muscles and his eyes fell closed. His breathing slowed and deepened until it was barely noticeable. She rested her head in the crook of her arm, suddenly feeling very drowsy.

"You really are amazing, you know that?" she murmured a moment later. "I've never met a person as strong and determined and kind as you. You've been through so much and you're just… just incredible. And I'm so, so proud of you for how far you've come. Now, for God's sake, go to sleep," she ordered playfully. Her tone softened. "Honest, you're safe now. I'm not going anywhere. If you have another nightmare, I'll be right here. Promise."

There was a pause as the Doctor swallowed hard. "I love you, Donna," he whispered, voice thick with emotion.

Donna smiled. "Love you too, Doctor."