"You're a doctor, aren't you? I told them I don't need a-" her words were lost in a hacking cough that seized her. The man in the doorway had come unnoticed by the old woman's family: he could hear their boisterous laughing and yelling from downstairs. If they were at all related to the frail old woman, now propped up in bed, he figured that 'loud' was their only volume.

"Well don't just stand there, lurking about," she said, a touch annoyance in her voice, "no need to wait for MY invitation, since my confounded grandkids..." She trailed off, as she set the worn copy of Murder on the Orient Express aside, and straightened her blanket. Grimacing, the man stumbled forward into a chair. "What on earth- what happened to your face?" she asked. The man ran a shaking hand through his spiky hair, on the verge of saying something, but the old woman spoke, "What kind of bloody doctor shows up like he's been attacked by a mob? Who-" She fell silent when he laughed.

"Ah, I'd almost forgot, how you could talk circles around me. Blimey, getting YOU to listen, not likely," he said as he leaned back, grinning weakly into space at the memories... If the tiny woman could have grown any, she certainly did at that moment.

"How- the nerve- to come in here, all scruffy and-" she waved a curled, wrinkled hand at him-"skinny as... And to insult me-" Another round of coughing cut her off. The man leaned forward again, his smile gone, his brown eyes deep with sorrow. He took her hand in his, and she gripped it tightly as the coughing fit racked her body. Finally, she leaned back into her pillows, and gazed back at him with watery eyes. "I'm dying," she whispered finally.

"Yes, you are."

"I've known for awhile," she admitted, "long enough to come to terms with it, but it just seems... Seems like it's not amounted to anything. My life, I mean." She paused. "Don't know why I'm telling you this, but God knows I can't tell my kids. Haven't even told them I'm ready, 'cause at the same time, it feels like I need to hold on..." She shook herself out of her revere, and said, "So, are you going to say something doctor-y or what?"

He grinned a little and said, "Oh yes!" Then he winced, and put a hand to his chest. With great effort, he stood up and straightened his shoulders. "I'm going to fix what I couldn't before since..." He couldn't help it: pain flitted across his face, and he fell to his knees by her bed.

"You're dying too. You were going to say 'Since we're both dying."

"Well," he muttered, "I'm not so bad off, been worse but you... so sorry about that. Meant to catch you when I was... Never mind, I'm here now." He reached out to cup her face, but she caught his hands.

"Please don't tell me you're going to kiss me," she said, some of her old verve creeping into her voice, a bit of fire flickering behind the mist in her eyes. "'Cause you're not my type, not with the hair, the suit, and those ridiculous shoes!"

"Oi, you're not my type either, sunshine," he said, equally as snappy, "and don't mock the shoes! The rubber shoes and extra canvas help offset the effects of-" he stopped as she gave a heaving cough. "Right," he said, his voice solemn again, "Donna Noble, it's high time you remember." With that, he gently put his hands on either side of her face and closed his eyes.

The memories flowed, he watched them flicker through his mind into her's, from the first to the last... And then he saw some of her own memories, the ones that came after him: her wedding, her life in the small, loud house with several kids, and later grandchildren... moments of a beautiful human life.

When he opened his eyes, Donna had gone very still, her eyes still shut. He struggled to his feet. He could tell the end was soon: what had started as tingling in his fingertips and toes had turned into blazing, like a wildfire was consuming him from the inside. In his pain, blindly stumbled into the chair, knowing he had to get away before...

"Doctor."

The word stopped him in his tracks. He turned, and for a second, he could almost see Donna, HIS Donna, in the crinkled old woman's face. "Oh Doctor," she sighed, "I'm burning up again. But this time it... It doesn't hurt." She paused, gasping for breath. "All those memories, everything you've done, everyone you saved..."

The Doctor smiled and replied, "I think you mean 'we'. Sure, WE saved them, but you... Donna, you saved me, time after time..." He grinned now. "And now, I think you'll be able to rest, knowing you were the most important woman in the universe at the exact moment you needed to be. The moment I needed you to be. And, I guess I need to tell you, as it's my last chance: my amazing Donna Noble, thank you."

"Don't you dare get all sappy on me, Spaceman," she said, rolling her eyes a little. A tear slipped down her wrinkled cheek as she coughed again, and leaned back deeper into her pillows. "We're both burning up, you and I, and I think I'm ready now: it doesn't feel like I have to hold on so tightly..."

His smile faded and he swallowed hard, his face grim. "But some things are worth it, fighting against, when it's not fair, when it can't be time already..." He fell into the door frame, gripping it tightly.

"Goodbye, Doctor," Donna said faintly, "And thank you. For everything."

Tears slid down his face, and he pulled himself up. He couldn't stand to look back as he staggered down the hallway. He hit the door of the TARDIS and collapsed inside.

"Not now," he muttered, as he made his way to the console. His hands had begun to glow. "One more stop..."