A/N Inspired by this - .com/post/13537211381/just-something-in-my-headcanon . I thought It would be something more emotional. Just a simple scene. I hope you'll still like it though. Since I already wrote that, why not share? Enjoy!

Many years have passed for the Doctor since he last saw Donna Noble, the woman who saved the world, for which she had to pay the greatest price. Her life was good, she couldn't deny that, but she always felt that something was missing. She had a perfect husband, who passed away few years earlier, and four wonderful kids that took great care of her. She was old and so she felt. Tired, walking up the stairs was an enormous achievement, well what did you expect at the age of 92.

There she was, sitting on a garden chair, blankets pulled over her legs. Her silvery hair pulled in a bun. Her eyes lost that lively spark. She sat, remembering.

The weather was already getting cold, autumns' winds beginning to blow. The sky however was clear, and so she stared at the gracious moon. She could feel the tiredness of her old age, the weakness. As she sat, wondering about life after death and her own life passing before her eyes, she remembered her friends. She was thinking of her best friend, who she met when she was around 30 years old. So many years ago it was! One day a woman came up to her asking for directions, Donna being herself invited the elder lady to her house and the two chatted. Sarah Jane, her name was. 'Oh what a lovely woman, that was' She whispered. Small tear forming in her eyes. The life wasn't too generous for her, she got beaten by a cancer at the age of 63, just after few, but solid, years of friendship. It was almost 40 years ago today. Donna then took two kids under her wings – Luke and Sky, oh lovely kids. She laughed, kids.. They were both grandparents now.

Donna heard the door closing behind her, she looked and noticed a very strange man walking up to her

'Excuse me, do I know you?' she asked as she put on her glasses 'OI! Watch 'em flowers!' she shouted as the man was about to ruin her garden 'uh, sorry, sorry, terribly sorry' the man almost jumped out of his shoes. 'clumsy Doctor, clumsy' he spoke under his breath as he approached the elderly woman.

The woman eyed him suspiciously, 'young man, I asked you a question' she quirked an eyebrow. 'come on, we don't have all the time in the world..' the smile from mans' face disappeared 'Oh Donna Noble', he crouched before her 'my beautiful Donna Noble, we knew each other, long, long time ago' he started 'did ya go to school with my son? ' she asked him

He smiled delicately, taking in every wrinkle, every silver strand of hair, looking into her eyes, searching for that old spark, that was not there. She still was Donna in every sense, but he knew that will be over. He fought back his tears and smiled at her.

'Donna Noble-Smith, you amazing woman.. My name is ..' he inhaled deeply, knowing the consequences of what he was about to say, he knew that eventually this would kill her, but she will die tonight anyway, so why not while having the wonderful memories of the space, of the amazing things she had seen, and knowing she was the most important person in the entire universe?

'..Doctor' he finished. He immediately searched her eyes for recognition 'Oh, I don't need no doctors..I'm too old for that' she said. 'No, no Donna' he got closer 'I am the Doctor'.

He gently put his hands to her head, bringing their foreheads together. Had she not been taken aback by his actions she would smack that head of his away. He closed his eyes and concentrated, bringing back every shared memory of them, they enveloped them. Losing her memory… being part time-lord…davros… daleks…saving the universe…cybermen…adipose… giant spiders… oods...her grandfather...Sarah Jane on the TARDIS... It all flashed before her eyes, Donna Noble has been saved 'echoed in her head.

' Oh My God' she let out a small cry, covering her mouth with her hand. Breathing heavily, the Doctor held her close, as they both cried, he gently rocked her, soothing her back, massaging her head to relieve some of the headache she was experiencing, and he was the reason for that. They both knew what that meant. 'It's you' she whispered as she got a close look to his face, caressing his hair 'oi, you age backwards don't you?' she smiled. 'Which one is it?' she asked pointing to his face, he bit his lip 'eleventh''And Sarah Jane was in it too? That impossible woman' she looked down 'yes, she was amazing, she decided to take care of you after…you know' he remembered the moment Donna Noble begged him not to take her memory away, the way she collapsed into his arms.

'So this is it, it all ends tonight..' she stated matter of factly. Doctor averted his gaze, not being able to say goodbye to the woman he lost and with whom he couldn't spend more than few hours with, a woman, who took care of him and was the voice of reason, but most of all – his best friend. 'Don't say that Donna, it's not the end! The Universe is the most surprising thing! Who knows where we all end up after death!' he tried to cheer her up, knowing what he was saying was not true. He didn't believe in life after life, yet he didn't want to take away hope. He took her hand and sad beside her. 'Donna, tell me about your life'

And she did, told him about her husband, kids, the day her grandfather died 'I was there with him you know? He wasn't alone' he said, trying to comfort her. He wasn't alone when that happened 'and in his last moments he asked me to be with you on your last day, he told me you would want to remember' 'of course I do, stupid spaceman!' she tried to laugh, the pain however becoming more and more strong. 'So what do you say, one last trip? I've got TARDIS just few meters away'. As much as she would want to, Donna felt overwhelming tiredness 'I just need to sleep, my eyes are so heavy' she mumbled as she closed them. He couldn't stop her, he could not prevent it. 'our last journey together' he whispered as a single tear fell from his eye, he kissed her forehead.

That was all, Donna Noble was dead. But she was not alone, she was held by her most extraordinary friend, who was now unable to hold back his tears. They flew down his cheeks uncontrollably, as he rocked her lifeless body. Donna Noble, the impossible, ginger woman. Fearless, bossy, funny, always putting others before her needs.

Doctor sat with her small, limp figure for an hour. Eventually he had to leave. He wasn't the dwelling kind. He would just jump back into his adventures. But every time a companion died, a huge part of him died with them. He'd just push the painful memories back into his head.

'Goodbye Donna Noble'.

Sad noise of TARDIS fading away could be hear moments later. He didn't go to the funeral. He still could go and visit Donna Noble in her past, watch her grow old. She'd never be completely dead to him, none of the companions would' – he was telling himself. Denying the fact that many were, in fact, dead.