The thrum of the TARDIS seems louder this morning, or maybe not louder but more… something. Deeper perhaps. More present and rhythmic, more organic, like a heartbeat. Donna opens her eyes, her cheek pressed against the downy pillow as she watches the Doctor cradling their sleeping son in his arms, his pale face drawn, and covered in dark stubble as the rocking chair slowly sways in time to the rhythmic thrumming vibrating up through the floor.

"Is she doing that on purpose?" Donna murmurs, her voice thick with exhaustion.

The Doctor glances at her and nods. "Seems to be doing the trick," he says softly, "he's out like a light. Go back to sleep Donna," he says, "you need to rest."

"You were up all night too," Donna says, her eyelids heavy as she notes the dark circles smudging his eyes.

"You're the one that did all the hard work," he says.

"I'm too sore to sleep," Donna says, gingerly sitting up, her aching muscles protesting as she slowly leans back against the pillows propping up her throbbing back. "I should have known it wouldn't be easy," she says, her hand resting on her still swollen belly, "he's just like you, all big head and long skinny limbs. It was like giving birth to a faun."

The Doctor's mouth quirks slightly at that. "You're no slouch in the long limbed department yourself," he says wryly, "the last time I looked those legs of yours did go all the way down to the floor, you know."

Donna smiles. "Will he be tall, do you think?" she asks.

"Taller than me, probably," he says softly, rising from the rocking chair and joining her on the edge of the bed. He carefully transfers Alexander into Donna's waiting arms with a huge yawn, wearily scratching one stubble covered cheek.

"Sleep," Donna tells him, "I'm all right for now."

"I'm fine," he insists, his eyes glassy in the dim light.

"You stopped time remember," Donna says, "I'm no Time Lord, but even I know that must have taken a lot out of you."

"I'd stop more than that for you," he says simply, gently tucking an errant curl behind her ear.

Donna smiles, her eyes falling on the sleeping baby in her arms. "Look at him," she says softly, "he's all you."

"He has your eyes," the Doctor says, climbing over Donna's outstretched legs to lay down beside her on the bed. He heaves a weary sigh as soon as his head hits the pillow.

"They could still turn brown," she says.

"I doubt it," he murmurs, his eyes closing as he stretches, "he probably would've been born with brown eyes if that were the case."

"I thought all babies were born with blue eyes," Donna says.

"Not all of them," he says, turning his head to regard her as Alexander's tiny fingers curl around her thumb in his sleep.

She smiles, blinking away a few stray tears, her emotions still a bit jumbled with left over hormones. Her eyes stray to the Doctor's face, warm brown eyes watching them both with a touch of sadness.

"What are you thinking about," she asks him, but he just smiles wanly and shakes his head. "You're thinking about them aren't you," she continues gently, the family he lost long ago.

She can see on his face that he's thinking about denying it, but finally he just sighs, "I see them in him," he says simply.

"Well, that's good isn't it," she says, one hand caressing his rough cheek as she cradles the baby in the other, "their memory will live on in him."

The Doctor just smiles, but it doesn't quite touch his eyes. She lays down beside him, wincing slightly as she rolls onto her side to face him. She lays Alexander between them, her hand covering his little chest as it slowly rises and falls in sleep.

"When he's old enough," she says softly, her fingers stroking the soft cotton fabric of his powder blue onesie, "we'll tell him about them, so that he'll know who he is and where he came from."

The Doctor's smile warms somewhat at that, his hand covering Donna's as she caresses the sleeping baby between them.

"He'll know where he came from," he says softly. "He came from us."

"Then tell me," Donna says, suddenly, "tell me about them." She can't really explain her sudden need to know, but she suspects it has something to do with the haunted look in his eyes.

"What do you want to know?" he asks, and she's somewhat taken aback, because she'd been expecting him to change the subject the way he always does when he doesn't want to talk about something.

"I…," she says, her mouth suddenly dry, "tell me about your wife. Was she beautiful?"

"Very," he murmurs softly, "very beautiful."

Donna swallows, overtaken by a sudden irrational fear that she's become a contestant in some sort of beauty competition she can't possibly win.

"How did you two meet?" she asks, a bit hesitantly.

"We met on board the TARDIS," the Doctor says, "she just showed up one day, wearing a wedding dress. In retrospect, I suppose I should have taken that as some sort of sign."

"Not me you prawn," she laughs, before guiltily clamping her hand over her mouth as the baby begins to stir with an unsettled whimper, "don't pretend you don't know what I'm talking about," she continues, her voice lowering to a whisper.

"It's ancient history Donna," the Doctor murmurs, rubbing Alexander's chest until he settles, "none of that matters anymore."

"Of course it matters," Donna insists, "they were your family. If it's too painful for you to talk about that's one thing, but I don't want you hiding bits of yourself from me because you think I can't handle it. I'm your witness remember? You can talk to me about anything."

"I know," he says simply, "I just don't want you to feel as if you're competing with ghosts from my past."

She smiles a bit ruefully at his uncanny ability to read her mind. "Well, it isn't as if I was exactly a Nun before we met, you know," she says, "I'm bringing a bit of baggage to the equation too."

"Yeah, trust me Donna," the Doctor says, "there isn't a luggage carousel in the entire universe big enough to handle all the baggage that I'm bringing into this relationship."

"You don't scare me, Spaceman," Donna says simply.

She closes her eyes, sensing the growing hunger in Alexander through the telepathic connection they still share, her swollen breasts aching with anticipation for the moment he wakes.

The Doctor rolls over onto his side, his stubble covered chin falling against her forehead as she leans into his chest, the baby laying in the crook of her arm between them.

"I've had two," he murmurs suddenly, his voice hoarse with weariness.

"Hmmm?" Donna breathes without opening her eyes.

"Wives," the Doctor clarifies, "well, three, counting you."

It takes a bit of effort for Donna to open her eyes and focus on his face. "But I thought..." she says. "You said you lost your family in the Time War."

"I did," he says, "but my first wife passed away before that, from an illness." He's not looking at her, his eyes staring at a fixed point in space above her head, a painful memory playing out behind his eyes. "She had a kind of autoimmune disease," he says, "it destroyed her ability to regenerate and she died."

"What, like Time Lord AIDS," Donna says, horrified at the thought.

"Something like that, yes," he says. "A cure was found eventually, but it was too late to save her."

"I'm sorry," she whispers.

He shrugs and swallows. "It was a long time ago," he says, "but after she died, there just didn't seem much point in staying, so I-"

"-stole a TARDIS," Donna says, her lips quirking wryly.

The Doctor nods, one side of his mouth turning up into a little half-smile. "My sons were incredibly angry with me," he says, his fingers caressing Alexander's face, "especially the eldest."

"Why him?" Donna asks.

"Because I took his daughter with me when I left," he says, eyeing her from the corner of his eye, "she was my first companion."

"Wait," Donna says incredulously, "you had a granddaughter?"

"My sons were all grown with children of their own when I left Gallifrey Donna," he says mildly, "and I was an old man. I had several grandchildren."

She ponders that for a moment.

"Scared yet?" the Doctor asks wryly.

Donna scowls at him, the baby in her arms beginning to stir in his sleep. He stretches, whimpering with hunger and Donna undoes the buttons on her shirt.

"If you're fishing for a divorce," she says tartly, "you can just forget it. I like wearing the ring too much."

Alexander blinks, his little face wrinkling in dismay as he begins to fuss. Donna releases the snaps on her bra, her voice soft and soothing as she draws him against her body and he latches onto her breast, her fingers curling protectively around his back as he begins to suckle.

"Did you and your granddaughter travel together long?" she asks.

"For a while," the Doctor says, his fingers stroking Alexander's head as he nurses, "she traveled on her own for a bit after leaving me, then eventually returned to Gallifrey to have a family of her own."

"Is that when you remarried?"

"Around that time, yes," he says. "We traveled together first."

"Mmmm I'm sensing a pattern here," Donna murmurs, "so, was it love at first sight then?"

"God no," he says, "she hated me at first, HATED." He chuckles suddenly, as if amused by the memory. "You remind me of her actually."

"I didn't hate you," Donna says, somewhat indignantly.

The Doctor just stares at her, his eyebrows raising skeptically.

"All right fine," Donna admits, "but you grew on me."

"I'm sure our son will be relieved to hear that," he says wryly.

"So what changed between you two?" Donna asks, wrinkling her nose at him.

"You know, I'm not really sure," he says, as if still puzzled by it, "she regenerated and suddenly… have you ever heard that old saying, "there's a thin line between love and hate," well it was a bit like that."

"Sounds turbulent," Donna says thoughtfully.

"It could be," the Doctor says, breaking into a sudden grin.

Donna carefully sits up, cradling Alexander in the crook of her arm as she transfers him to her other breast.

"Did you have any children?" she asks and the Doctor's expression abruptly sobers.

"Almost," he says, very softly.

"You mean she was…" Donna murmurs, a pit opening in her stomach.

The Doctor nods. "A little girl," he says, "never born. Gallifrey burned and they…" he shrugs, "well, you know the rest."

She doesn't know what to say. She hugs Alexander a bit more tightly to herself as the Doctor lays there watching her, his dark eyes shining glassily in the dim morning light. She thinks of Jenny in that moment, his other almost daughter who died before she'd ever really had the chance to live. How devastating their combined loss must have been for him.

"Your turn," he says, awkwardly clearing his throat as he swipes his fingers across his glistening eyes.

"Pardon?"

"I showed you mine," he says, his smile beginning to warm again, "you show me yours. By all accounts there was a veritable identity parade of blokes competing for your attention while I was gone."

"I'd hardly call it a parade," Donna says, an embarrassed blush suffusing her cheeks.

"Edmund Collins, Paul Richardson, Mark Fitzpatrick, Shaun Temple," the Doctor says, ticking the names off on his fingers, "and those were just the ones who asked you to marry them."

"Who…." Donna starts, her eyes suddenly narrowing. "You've been talking to Gramps."

"Don't blame him," the Doctor says mildly, "I wanted the inside scoop on my competition."

"They weren't your competition," Donna says, shaking her head, "not really."

"He said you turned every one of them down flat," the Doctor says, ignoring her protests, "except for Shaun. You told him you needed to think about it. Why?"

"Does it really matter?" she asks, focusing her attention on the baby at her breast to keep from looking him in the eye.

"Now who's hiding?" he asks.

She sighs. "You really want to know," she says, "even if the answer may not be what you want to hear?"

"You don't scare me Earthgirl," he says, his mouth quirking into a wan smile.

Donna very nearly returns it. "I suppose I was just tired," she says, "tired of searching for something that I couldn't even remember having, yet somehow missed anyway, tired of drifting, and really tired of being alone."

"So you would have said yes, then," the Doctor says.

"I think I would have eventually, yeah," she says, "he had a good heart, Shaun. I could have… I could have made it work. He would have been kind to me; kind to my children."

"And what would you have been Donna?" the Doctor asks softly. "Would you have been happy?"

"Happy enough," she says.

He doesn't say anything, his expression thoughtful as he eyes their sleepy son, dozing at her breast. "You're disappointed in me," she says.

He blinks. "Of course I'm not," he says, "I'm disappointed in me."

"For what?" she asks.

"For making you settle for a less than brilliant life," he says, softly. "You deserved better, Donna. I'm sorry."

"Don't be," Donna says. "You came back. That's all that matters now."

He smiles a bit wanly at that. "Which reminds me," he says, "what exactly did you tell Shaun the night you left with me?"

"I already told you," Donna says, "I broke it off with him."

"Yes," the Doctor says wryly, "but you never told me what you said to him."

"I told him I was sorry, but I couldn't be with him because…" she breaks off, her eyes narrowing as the Doctor's expression grows increasingly smug. "You're actually going to make me say it, aren't you," she says.

"Yes, I believe I am," he says, cheerfully.

She heaves a long suffering sigh. "Because I'd fallen in love with you, you sausage," she says, rolling her eyes.

"Yeah you did," the Doctor agrees, grinning like a cat.

"Yes, yes congratulations," Donna says flatly, "you managed to win me over despite several glaring character flaws."

"Oi!"

She chuckles softly, Alexander staring thoughtfully up at her as she carefully transfers him to the Doctor's waiting arms.

"Don't worry Sweetheart," she murmurs, refastening the buttons on her shirt, Alexander's big blue eyes staring doubtfully at the Doctor as he pats his back and pulls daft faces, "that's just your dad, you'll get used to him eventually."

The Doctor's eyes sparkle with amusement as he wrinkles his nose at her and Donna grins, wincing slightly as she leans back against the pillows, her aching joints creaking and sore.

"Lie down," the Doctor tells her, and she eases herself onto her side, the Doctor laying Alexander between them as he lays down next to her.

"For the record, I'm happy right now," she murmurs, leaning into his chest, his stubble covered chin resting on her head.

"Are you?" he asks and she can hear the smile in his voice.

"Very," she says.

"Me too," he murmurs.

Alexander yawns and she smiles, closing her eyes, the steady rhythm of his heartbeat beneath her hand combined with the organic thrumming of the TARDIS slowly lulling her back to sleep.

~END~