The Doctor looked down at Donna's sleeping form. He just couldn't leave yet. There she was, lying unconscious. Donna Noble, savior of himself and so many others. Donna, strong, brilliant Donna. What would happen to her now? He sat down with Wilf and Sylvia in the den outside Donna's room. He could at least give her time to sleep.

He sat down with Wilf and Sylvia to tell them the story. How that one loud, brilliant woman had done more for the universe in the last day than he may have done in all his lifetimes. After all, he'd never returned 27 planets almost simultaneously out of time and space. To kill the Daleks, he could do that, but to make them look like fools? It had been brilliant.

"That version of Donna is dead." To put it that way was so painful, but it was the truth and he knew it. "If she remembers, just for a second, she'll burn up. You can never tell her. You can't mention me or any of it, for the rest of her life."

"But the whole world is talking about it. We traveled across space!" Sylvia protested.

The Doctor shook his head. "It'll just be a story. One of those Donna Noble stories where she missed it all again." The Doctor could feel his hearts breaking. His companion had saved the world- now, and so many other times. Not the DoctorDonna, but his friend, his mate. Now he was making her family tell her she was wrong again, that she was just hadn't noticed. Hell, no one else on earth would have noticed the damn bees. And she would spend the rest of her life hearing that she was just too thick.

"But she was better with you!" Wilf cried.

"Don't say that" Sylvia chided her father sharply.

"Well she was" Wilf shot back. The Doctor knew it was true. The shouting, scared woman he met almost two years ago had thrived on travel. She had become the Donna Noble that could save the whole earth from the Sontarans. At least Martha knew that. The intelligence and brashness of his companion had never ceased to amaze him. But no one else on earth would remember the freedom song of the Ood, and what Donna had done there. Would anyone ever see Donna, the fearless, compassionate, brilliant (it was the best word for her) Donna he traveled with, again?

"I just want you to know there are worlds out there safe in the sky because of her. And there are people living in the light, singing songs of Donna Noble a thousand million light years away. They will never forget her, while she can never remember. And for one moment, one shining moment, she was the most important woman in the whole wide universe." It was a struggle to keep his voice from cracking, but they had to know. Even if all he could do was tell them, someone had to know.

"She still is. She's my daughter." Sylvia's voice was heavy with scorn and accusation. The Doctor's temper flared slightly. This woman had spent Donna's entire lifetime telling her she was nothing. She was the reason Donna had no confidence, and might never have again.

"Then maybe you should tell her that once in a while." He suggested pointedly. An idea occurred to him. "Sylvia, how would you like to see what Donna did?"

"What do you mean?" She snapped, still angry with him. He couldn't blame her. She was right to think her daughter had been in danger, had been damaged, because he was too reckless to take her home when he should have. Too reckless to travel without her in the first place.

"I can't give her back her memories, but I can give you mine. I think you need to see it." He held his breath.

"You're not comin' anywhere near my head spaceman!" To hear that nickname in that voice, it brought back so many memories. There was no way Donna had told her mother about that, but they were so much alike.

He fished in his pockets and found a stone he'd bought at the market in Shen Shan. "This will stop me from taking anything out of your mind or changing anything. As long as you're holding this, I can only show you things, I can't affect your mind in any way." This was, of course, a lie. But he needed Sylvia to know his friend. The woman her daughter still was deep inside.

"Do what he says sweetheart" Wilf coaxed his daughter. She relented and took the stone

As she did, the Doctor placed his fingers on her temples. He closed his eyes and searched her mind, looking for where her memories of Donna were stored. Normally he made it a point not to pry. After all, he held his secrets closer than anyone would guess. But with his mate lying in the next room, dead to him for all intents and purposes, he couldn't resist the indulgence.

What he saw was a somewhat normal childhood. She walked and talked like any little girl. Okay, she talked more than most little girls (more than any spices he knew to be honest) but she was always the ginger spitfire he remembered. There were dance lessons and the time she ran away to Strathclyde (No! It couldn't be. No way!). The Doctor watched as she grew into a lovely young woman, then an adult, as she got her first job and as she fell in love. He even watched Donna's disastrous wedding all over again through her mother's eyes.

None of it really surprised him (except the trip to Strathclyde. How could he not have made the connection?) What did surprise him were her mother's reactions. He had always thought that Sylvia never noticed her daughter. How could she see her daughter and not see that spark, that endearing zest for life? But Sylvia did see her daughter, or at least half of her. Every time she looked at Donna, Sylvia saw her greatest failure. He felt the panic that threatened to overwhelm Sylvia the first time she saw her own features on that infant face. Every time Donna turned around through the years, she seemed to reflect Sylvia's deepest, darkest secrets. That little girl was all the hidden parts of Sylvia, a reflection of the weakness she had worked so hard to hide all her life. He felt Sylvia spend over three decades shouting at Donna to avoid all the mistakes Sylvia herself had made.

All the fear and self doubt the Doctor saw in Donna, it was there in Sylvia too. Sylvia shouted just like Donna, and for the same reason. Sylvia could barely stand to be with Donna because of her own self hatred. Sylvia had tried all Donna's life to steer her away from taking after her mother, but had failed. Suddenly the Doctor felt his heart ache, not just for the pain of his mate, but for the pain of this woman in front of him.

He looked a little deeper-the memories before Donna. That shrill belittling voice that had held Donna back all her life-it was in Sylvia's mind too. Sylvia's mother told her every day how much of a failure she was. In Sylvia's mind he saw Wilf leading a timid life of avoidance. In suppressing Donna's memories, he couldn't help but see Donna shrink from her mother's criticism. Now he saw that Sylvia was only telling Donna what she herself had learned from her own mother.

The Doctor shuddered as he thought of generations of Noble women being beaten down into what Donna used to be when he met her. He focused on the shrill voice Sylvia used to criticize Donna. For a moment, the Doctor considered his promise not to meddle. But if it would help Sylvia and Donna be the brilliant women they could be, he decided that this time breaking a promise would be all right. He canceled out those hateful words (he hated hearing them-how could anyone believe something so blatantly false?) and just focused on the tone-commanding. He thought of the day before when Donna had reprimanded the Shadow Proclamation. He still felt bemusement and pride when he thought about it. That was Donna, commanding the world into whatever shape she thought best. He probed Sylvia's until he found a memory to serve his purpose-

"Get away from me Dumbo!"Sylvia cried as she shoved aside the man trying to steal her purse. Once she noticed her clutch purse in his hand, she snatched it back. "Teach you to steal from me!" Sylvia whacked him with it several times before glaring and walking off. He tied his pride in Donna for standing up for herself to Sylvia's experience. He allowed the emotion to permeate the memory until he could feel Sylvia's pride in what she had done, a pride that had not been there before. He didn't transfer any of his memories over, but he allowed the emotion to flow from him into her.

What about a softer side? It had to be there. Ah! He could see Sylvia emotionally battered after another cruel retort from her own mother. She had felt shattered, unable to move forward with the weight of those words resting on her. He brought forth his own memories, centering on his reunion with Donna after the transport on Midnight. He thought of his own pain as he entered the Pleasure Palace. Then he remembered the hug that Donna had given him when he came through the doors. It didn't make the pain go away, but with her he knew he was safe. The memory faded and the Doctor zoned into the feeling. Where did Sylvia store her memories of failure? Yes, there they were. All the security and safety feelings he could muster, he poured them into Sylvia's memories.

When he was satisfied, the Doctor looked around her mind one more time. It had changed. Where before there had been fear, there was comfort. Where there had been a defensive wall, now there was the spark of a genuine crusader. Some bad memories were still there, of course. To take away her struggles would be to take away who she was. If someone could alter his memories of the Time War, they would alter everything that made him this person. He had no desire fix all her problems. But maybe if she could see greatness in herself, she could see it in Donna. Sylvia could now see herself as strong and confident. As being needed and wanted, especially by her family.

That done, the Doctor reopened his memories of his brilliant, vibrant ginger companion. He remembered the way she had slapped him in those first moments on the TARDIS, and let Sylvia see it too. A small chuckle escaped him, answered by one from Sylvia. Then, a year later they had seen each other through the windows at Adipose Industries. When the shock and confusion had been dispelled, he was so grateful to see her again. He opened his mind to that morning in Pompeii when he had laid his hands on the lever, ready to destroy 20,000 lives. Then the moment when he felt a hand on his and saw Donna, ready not only to die with him, but to kill with him. For once, he did not have to shoulder the weight alone. His mate paid an emotional price for that choice, he knew, but had never regretted it. On and on it went. He hadn't blamed Donna when she said she wanted to leave after seeing the Ood. That didn't make him any less relieved when she changed her mind. Going through each adventure, he lingered for a minute on her promise to always remember Jenny. Now she couldn't, but her mom had to know that without Donna, he would never have opened his heart to have a daughter again, nor how good it felt for the hours he did.

Now came the last memories, the ones of this adventure. How shocked everyone had been to see Donna operating a control panel. She had been in her element confusing the situation. He remembered his own mixed joy, relief, and disbelief as he watched the DoctorDonna play with the Daleks as if they were her own remote control cars.

The last memory was one of the worst in all his lives. Donna pleading with him not to take away who she was, the terror in her eyes as she begged him not to make her go back. At this point he allowed Sylvia to feel his pain and frustration at all the recriminations, subtle and not, that had made Donna into the horribly insecure person she was. He watered it down, but Sylvia needed to see what she had done-to change it this time. The wrenching feeling in the Doctor's hearts when she collapsed into unconsciousness, he kept to himself. That part was not any of Donna's doing, and was too personal to share.

He removed his hands from Sylvia's temples and they both opened their eyes. At that moment the door opened and Donna came out. Sylvia clutched the stone, refusing to let it go while the Doctor was anywhere near her. Wilf looked encouragingly at the Doctor, at Sylvia, and at Donna. The Doctor got the impression Wilf was too afraid of what would happen, who would be hurt, if he tried to speak to his family. The redhead standing in front of him didn't act like she needed support. Then again, she almost never did.

"I was asleep on my bed, in my clothes, like a flippin' kid. What'd'ya let me do that for?" The Doctor turned his head away to collect himself. This would be the worst part of all. Turning back, he gave a small smile, and could barely manage that, then stood as she glanced his way "Donna Noble, don't mind me."

"John Smith" He held his breath. He wasn't sure if his worst fear was that she would remember, or forget.

Donna didn't even look up from her phone as he shook her hand.

"Mr. Smith was just leaving." Sylvia's statement brooked no argument. Donna didn't react to it. Why should she? His world was ending for the sixth time that day, but the statement was meaningless for her. He had only himself to blame for that, and oh he did.

Donna started rambling. That voice had almost never stopped in all their time together on the TARDIS. He had taken to secretly turning off the translation circuit so he could tune her out. He would never hear it again after today.

"My phone's gone mad-36 texts. Veema's gone barmy. She says planets in the sky. What have I missed now? That's me." Then she walked off. Barely a glance for him and she just walked off. It hurt so badly to continue the lie. It felt like one of the worst things he had ever done. Certainly it was the worst in this life.

"As I said, I think you should go." The accusation and barely concealed anger were still there. They were nothing in comparison to what he felt himself. Glancing and Wilf's tear filled eyes he saw compassion, sympathy, and relief. But Wilf was smart enough to know the truth-he had to leave.

Going downstairs Donna's voice rang clearly, saying nothing important. Petty and trivial. That's who she had been and who she was again. And it was all because of him. One last time, that was all he wanted. If they had to leave he wanted a moment to say goodbye to her. His friend was gone, but he could say goodbye to Donna a little more properly.

"Donna" She turned. She looked at him for the first time since waking up. There was no recognition, but he could look her in the eye at least. "I was just going" he informed her.

"Yeah, see ya." The words were dismissive. Before she finished them, Donna had already forgotten his presence. That's what he wanted, wasn't it? After all, that's what he had done. It was all over now. She was gone. Even if she did grow into the woman she had been, had always been even when she didn't know it, he couldn't be there to see it. He would never know. The Doctor spared one last look before walking away for the final time.

"You'll have quite a bit of this" the Doctor told Wilf as he walked out in to the rain, mostly just to be talking. "Atmospheric disturbances. Still, it'll pass. Everything does." The rain hid the tears on his face. It was useful that way-how many losses would he be forced to suffer in just a few short hours? Rose, Jack, Martha, Sarah, even Mickey were gone. Now he was leaving Donna behind. Wilf spoke, interrupting the Doctor's melancholy for a moment.

"Please, can I see her too? My granddaughter, please, let me see her the way you did."

The Doctor felt a smile on his lips. It was sad, but it was genuine. "Sure" he said, placing his hands on Wilf's temples as he had Sylvia's. This time, he lived through it all. Every single detail. Her chatter (except for the way she refused to speak before morning coffee) her favorite books in the TARDIS library, every last bit of it. Now that he was with Wilf, he allowed the pain in too. He remembered dragging her to the doorstep and the sheer helplessness he felt, unable to move her. He remembered watching her sleep on the bed, knowing that he would never see his mate again. The betrayal he felt at that earlier dismissal, and the desperate loneliness he felt now that they had all left him. He replayed every last detail.

When he finished, they made eye contact. "What about you now? Who have you got? I mean, all those friends of yours…"

"They've all got someone else. Still that's fine." It's what he wanted. They were happy, and he wanted them to be happy. "I'm fine." The normal lie: one he might one day believe in again.

"I'll watch out for you sir."

Panic gripped his heart-had Wilf not understood? "You can't ever tell her" he stated emphatically.

"No, no no." Wilf reassured "But every night I'll watch for you, when it gets dark. When the stars come out. I'll look up on her behalf. I'll look up at the sky and think of you."

"Thank you. And don't let her go back. Please, would you help her to see that she's brilliant?" The request meant as much to him as when he had pleaded for the planet all those times.

"You have my word." With that, both men returned to their respective homes.

The Doctor walked around the consul, trying not to notice how empty, silent, the TARDIS was. But when he tried to block out Donna's face he saw Sylvia's and Wilf's. Wilf had spent years hiding, wanting to help his little daughter, and then his granddaughter, but had been too scared to stand up to the women he loved most. He was gentle and had not wanted to hurt them, and so had stayed silent.

There was no way of knowing how many generations had been beaten back, cut down until there was nothing left. In helping Sylvia, he wanted to help her save Donna. Now that Sylvia had a happier view of mothers and daughters, maybe his friend would live again. He knew she would never remember him, but Donna Noble would be the hero in her own life. It was all the hope he had, but if he did that he could be proud.