Author's Note: So this is my first fanfiction since a rather disastrous (and in hindsight, hilarious) attempt in middle school. Donna's my favourite companion and I felt like she got short changed with her time with the Doctor. There are only half a dozen episodes with the just The Doctor and Donna as the protagonist and not separated throughout most of the episode! Anyways this fic will be go deeper into moments that I think define their relationship. It'll stick to the events of the fourth season. So read and hopefully enjoy and let me know what you think. All mistakes are mine and feel free to judge me for them.

Disclaimer: Sure you could sue me for what I don't own BBC, but wouldn't it be better if you just let me work for you?

For nights he heard her crying in her room. He knew the reason. Well he thought he knew. Well he had an idea. Well he had dealt with companions crying. Well he knew to pat their backs. It was this "certainty" that led him to standing outside her door in the middle of the night as she gasped between breaths. To be honest the certainty wasn't the only thing that brought him to her door. They were mates. Simple as that. She had saved him from his own dark thoughts before. He felt his obligation to do the same.

He knocked once. She didn't stop crying. She must not have heard him, he reasoned. He knocked twice. This time the sobbing quieted down, but it hadn't stopped altogether. He waited a beat, but still the sniffling continued.

"Donna," he said as he rapped three times. Complete silence. Now he was close to getting there. He just needed to give her that extra push to show he was going to persist all night if necessary. He knocked fou-

"Oi! Spaceman! I'm not deaf you know!"

Donna had opened the door on him, his hand froze comically in the air. She would have sounded more fierce if she couldn't still feel the tears drying on her cheeks. She saw the concern on The Doctor's face and it made her feel weak. That he could witness the same events, but appear so unchanged seemed unfair to Donna. Then she remembered his face the first time she met him. She had seen that he felt everything and now he wanted to help Donna. She smiled weakly. She couldn't ask for a better mate out here in space.

"So do you want to talk about it?" The Doctor began cautiously. "The crying I mean. Well sometimes it's sobbing. Sometimes it actually sounds like a Mondoon singing".

"Alright, alright. I can get the picture...I think," Donna added unsure if The Doctor had make a joke not knowing who or what a Mondoon was.

She paused and gave him a slight smile to show she wasn't offended by his babbling. She still didn't know how to put it into words, however. Hence the nights of crying. She thought about the terrible night when he destroyed the Arachnos and her children. Would he understand?

"I hear them. I hear them screaming in my head. I mean, when you learn about all those things in school it doesn't really bother you. But when you're there and you see how frightened everybody is and you hear the children and the toddlers and the infants crying..and..and..."

She couldn't continue. Her head fell into her hands and The Doctor led them to an overstuffed armchair in her room. Her tears, which had lined her eyes since she opened the door, fell down her face. The Doctor hurriedly went to pat her back, but suddenly, he realized that wasn't enough. He cradled her shoulder and stroked her back.

"I'm sorry. I'm so sorry. It's going to be ok. Shh. You're alright," The Doctor reassured Donna.

"But it's not going to be ok. You hear all the chaos and you know; you just know. They're all going to die. Then you think back to all those things you learned in history and I can't help but wonder were they all like Pompeii? Was everyone so confused, so desperate?" She sighed. "It makes my heart hurt."

The crying had let up, but The Doctor was still giving good reassurance. Donna leaned into him.

"Watch out," he warned. "Don't cut yourself on my sharp shoulders."

Donna gave a watery laugh. She looked up at The Doctor. She couldn't help it. She gave a full laugh. The Doctor joined her. The laughter died down quickly, but the shift in the TARDIS was palpable. Donna hadn't realized it, hadn't meant for it to happen, but a small resentment towards The Doctor had arisen that night in Pompeii for making her witness all that pain. However, it was gone as suddenly as it had appeared.

"I knew it wasn't going to be glamorous, you know." The Doctor raised his eyebrow to substitute the question in his head.

"Traveling with you," Donna explained. "I think that my be how you roped some of the others in. Not intentionally of course, but how many of them go looking for you after watching you in all your fury? I must be daft," she muttered, mostly to herself.

The Doctor sat quietly contemplating for a few moments. Yes, Rose and Martha's lives had been in peril before they agreed to join him, but they hadn't seen his darkness until later. The thought slightly upset him, but then he realized he hadn't really seen his companions darkness before asking them to come along. Perhaps everyone was better off with the ignorance in the beginning, at least.

"Well don't fall over yourself to correct me," Donna joked with a hint of her old self.

"Oh Donna, you're incredible. No you're better than that. You're..." he cast around for the perfect word. "You're brilliant," he settled on without feeling like it was settling at all. Donna heard the sincerity of the words, but she snorted anyways. The Doctor wanted her to believe him.

"You may not think saving that family amounts to very much in the long run, but one of these days you'll find out how important a few people, or even just one person, can be."

"How do you cope?" It seemed to come out of thin air, but this was what Donna had wanted to ask The Doctor for days.

The Doctor struggled to find the words that wouldn't sound cruel. "Being so old and seeing so much changes your perception. Unfortunately, there's an inevitability to everything: every experience, every emotion, every action. This may sound harsh, but the feelings just aren't as sharp anymore."

"I don't know if I want that to happen. If being with you will do that to me." It was almost a question.

"Believe me Donna. I don't want that for you either."

The silence that surrounded them was contemplative.

"Do you want-" The Doctor began. Selfishly he didn't finish the question. He didn't think he could bear it if her answer was "yes".

"Do I what?" Donna inquired. She didn't trust herself to answer that unfinished question not knowing what her answer would be.

"Do you want...something to help you sleep?" The Doctor finished somewhat lamely. They both released the breathe they were holding for that unasked question.

"That's alright Spaceman. I reckon this talk is just what I needed."

Donna made her way back towards the bed and The Doctor wished her goodnight has he left. Now that The Doctor knew what was wrong, he felt he knew more about Donna as a human. On the other side of the door, Donna was having the same thoughts- knowing more about The Doctor as a spaceman. Heading to the control panel, The Doctor thought that their next destination should be a complete surprise. Donna would like that.

Donna cried for a few more nights after this, but it was always silently so The Doctor wouldn't hear her.