The Doctor, Amy, and Rory practically fell into the TARDIS, slamming the door shut behind them. After lying on the floor and gasping for air for a while, the trio slowly sat up. The Doctor jumped to his feet and exclaimed, "Well then! I don't believe I'll be going back to eighteenth century Romania again! They're so superstitious! I can't believe they thought we were witches!"

"Um, well we did appear out of nowhere in a little blue box. It could sort of seem like magic to some people", Rory said.

"Hmph", the Doctor muttered. "Well they didn't have to chase us through the streets with torches and pitchforks."

Amy laughed and asked, "Well where are we headed off to next, raggedy man? Ancient Greece? Future England? Mars?"

The Doctor's face suddenly became solemn. "Actually", he started, "I've been thinking. And I think I'm just going to visit an old friend of mine."

"So is this friend of yours an alien?" Amy asked. "No", he replied, "she's human." The Doctor strode towards the TARDIS controls and started her up, putting in the coordinates and pushing buttons and pulling levers. The TARDIS started to make its old familiar sound and the floor trembled like an earthquake. The sound faded and it became still. "Alright then, ready to go visit your friend, Doctor?" Amy asked him. The Doctor looked up. Amy noticed that he looked so sad. It was so unusual to see him without his cocky grin and usual spunk. "Is something wrong?" Rory asked.

"Well actually, do you two mind staying in the TARDIS? I'll only be a minute," The Doctor told them. Amy and Rory looked at each other slightly confused, and shrugged. "I understand, Doctor," Amy said. "I know this must be personal. Rory and I won't interfere." She elbowed Rory in the side. "Oh, um yeah, we'll stay in here," he murmured. The Doctor half smiled and thanked them. "I'll be back in a bit. Won't leave you too long. Behave yourselves while I'm gone!" Amy laughed and said, "You take care of yourself! We'll be fine." Although in truth, Amy was a bit disappointed and confused. It wasn't every day you met another friend of the Doctor. She wondered why he seemed so solemn.

The Doctor walked out of the TARDIS, shutting the door behind him. They'd landed in an alley in a city. He looked around and saw a hospital. He began to walk to the building. As he pushed the double glass doors open, he smelled antiseptic and disposable nylon gloves. It reminded him of the time he and Rose went to the hospital in New New York. That was when she kissed him for the first time. Even though it was really Cassandra controlling Rose's body, it was still nice. The memory made his heart ache with grief. The Doctor took a breath and shook it off. He walked up to the front desk where a woman wearing turquoise scrubs asked, "May I help you?" He glanced down at the visitor registration and back up to the woman. "Yes, I'd like to visit a Donna Noble."

The woman raised her eyebrows and said, "Oh, Mrs. Temple-Noble! Poor thing. You're her first visitor. Could you sign the visitor registration sheet for me, please?" The Doctor picked up the pen that was chained to the desktop. He grimaced and asked, "People intrust the lives of their loved ones to you and you don't even trust them with your pens?" The lady smiled sweetly and said, "Please sign there, sir." The Doctor scoffed and signed the form with the name John Smith. "Thank you, sir. She'll be in room 307 on the third floor." He nodded to her and walked off towards the lift.

The Doctor pressed the up button on the lift and waited for the doors to open. He heard a ding and the metal doors slid apart. The Doctor stepped through and the door slid closed. On the way up he listened to the cheesy lift music, which happened to be Bohemian Rhapsody. The lift dinged and the doors slid open, revealing a long hallway lined with doors, windows, and benches. He looked at the bronze plaques on the doors as he walked by. 304... 305... 306... The Doctor arrived at room 307 and knocked on the door. He waited a moment but no one replied. He slowly pushed the door open and peered inside. An old woman about in her late eighties was laying on the bed with the covers nearly up to her chin. She had white hair but it still retained some faded streaks that used to be fiery red. She opened her eyes, which were sparkling with spunk and youth, despite her old age.

When she noticed the odd young man in suspenders and a bowtie, she immediately started nagging. "Who on earth are you? You must have the wrong room because I clearly stated that I do not want any visitors!" The Doctor chuckled. "Oh, Donna Noble. You haven't changed a bit," he told the old woman. The look on Donna's face was a combination of confusion and outrage. "How do you know my name?" she sputtered. "This bloody cancer may be wearing away at my lungs but my memory is perfectly intact and I know I haven't seen you a day in my life!" The Doctor merely smiled and entered the room, closing the door behind him. "Yes, you're right. You haven't seen me. At least not like this. I've got a new face." Donna looked even more confused and angry. "I don't know what you're talking about, mister, but I want you out of here!" she exclaimed.

The Doctor slowly approached Donna and kneeled by her bedside. With both hands he reached out and pressed his fingertips against her temples. "This is outrageous!" she yelled. "Who are you to barge in here and touch me! You better..." Donna's face went slack and her eyes widened in realisation as her mimd was flooded with memories. Memories of a wedding dress and a blue box and aliens and a thin man who wore a brown suit and Chucks. Donna shuddered and gasped. She moaned. "Oh my..." Her voice sounded dry and raspy. "How could I forget everything?" She looked up at the man in the suspenders and bowtie. "But who are you?" she asked.

He smiled and winked and said, "You might know me as Space Man." Donna beamed like she had seen the sun for the first time in years. "Doctor!" she exclaimed. "The one and the only," he replied. Suddenly, Donna gazed up at him with a stern expression. Then she punched him in the nose. "Oi!" he yelled, completely bewildered. "What was that for?" Donna's face softened and she laughed. "For stealing my memories! I've dreamed about aliens and blue boxes every night! I thought I was going mad!" The Doctor sadly smiled and told her, "Now Donna, you know I did it to save your life." She said, "Yes, but a life without you and your madness is hardly a life. I never knew why but I always felt a kind of sadness. Like I wasn't living the real kind of life meant for me. Like there was supposed to be more. Something felt... missing. It was you." A silent tear trickled down Donna's lined face. "Doctor, I'm dying. I can feel my life burning away in my mind."

The Doctor inhaled deeply and said, "Yes, I know. Your mind can't handle all the knowledge. That's why I had to take your memories. But Donna Noble, know this: You were the most important woman in the universe." She smiled and took the Doctor's hand. She breathed one last heavy breath. "Doctor..." and then Donna Noble's eyes glazed over and her hold on his hand loosed. The line on the monitor by her bed went flat, and the equipment started to beep. He closed her eyelids with a brush of his hand. Nurses came rushing into the room and the Doctor stood and walked out of the room straight faced. He walked down the hall, into the lift, down through the lobby, and all the way to the TARDIS without looking back.

The Doctor unlocked the door and pushed it open. Amy and Rory were sitting on the Captain Chair and laughing about something they'd been talking about. They looked at the Doctor coming through the door and fell silent when they noticed his expression. The Doctor closed the door behind him and slumped against it, and slid down to the floor. He buried his face oin his hands, and then the Doctor wept for the most important woman in the universe.