Hey, guys. So, Midnight is my favorite episode, and I was thinking that the Doctor seemed pretty shaken up at the end of it. I read other fanfictions of the aftermath, and it was rather difficult to come up with original stuff. So this is my attempt at it, and I would love it if you tell me what you think in reviews. That would be great.

I just realized that I don't do this enough:

Disclaimer: I don't own Doctor Who or any of its characters or episodes. If I did, I wouldn't let Moffat do whatever he pleases.

Enjoy! Reviews are extremely appreciated!

"Doctor?"

Donna called. He stared straight ahead, in the empty space in front of him. He sat in the chair of the kitchen with the teacup in his hands, with a faraway look in his eyes.

"Doctor?" Donna asked, shaking his arm.

"Doctor?"

"Yes, Donna?" The Doctor exclaimed, suddenly jerking back to life. Donna stared at him, scanning him all over.

"Are you alright?" she asked. His face was pale, and his eyelids drooped. His breathing was a bit heavy, as if he had run a marathon.

"I'm fine!" The Doctor snapped, standing up suddenly, anger in his voice. He turned away, mumbling to himself. Donna could see that when he walked, his steps were unsure, as if he was off balance.

The Doctor had been irritable lately, since they left Midnight…

She had lost track of how long it's been since Midnight. She thought it was a week or two, but it was hard to tell in the TARDIS, especially since there seemed to be no clock anywhere in any of the endless rooms, or a simple clear time for that matter. But Donna was sure its been awhile since Midnight.

"Doctor-"

"I'm fine, Donna!" He growled, not turning to look at her as he ran his fingers through his hair. "I'm alright. I'm always alright."

Knowing his tendencies to use the word 'Alright' in strange ways, Donna wasn't so sure… but she kept quiet.

Donna left him alone ten minutes later, since she was in need of a shower. She left the Doctor in the kitchen, still sitting in his chair, with the tea resting untouched on the table. She bit her lip as she watched him nod very slowly when she said she was leaving. He didn't even seem to actually hear her, because he just stared off into the distance.

Donna stepped into her room, completely wet from her shower and changed into some pajamas. She rubbed her hair with the towel she was using when she heard something.

A clanking sound.

It had to be the Doctor.

He was constantly tinkering in the TARDIS control room on the console, but when he did that, Donna would hear a variety of noises; from the sound of the ridiculous hammer he had pounding on metal, to the sound of a spring accidently shooting across the room. This just sounded like mindless banging.

It didn't stop after the few minutes it took for Donna to get ready for bed. Donna, in her pajamas with dry hair, walked out of her room and down the hall.

The TARDIS has this habit of changing the arrangement of rooms. That meant that if she didn't find the shower within five minutes, you probably weren't going to find it at all and you would have to go to bed stinky with sweat from all the running adventures with the Doctor made you do. However, the TARDIS ended up putting the console room door three feet from her bedroom. The TARDIS never did that.

Something was wrong.

Donna pushed the door open hesitantly, and saw the Doctor sitting in the chair in front of the scanner, staring ahead like he did earlier. He clutched a long metal ladle, like the kind for soup, in his hand. He banged it mindlessly on the console. Donna let out a breath as she hesitantly approached the Doctor. She bit her lip when she noticed the faint glimmer of tear trails running down his cheek.

"Doctor?" she called softly, breaking the deafening silence. Suddenly noticing she was there, he wiped his face and stood up to face her.

"I thought you'd gone to bed," was all he said. He didn't notice when the ladle slipped from his fingers and clattered onto the floor.

"Well, it's kinda hard with you smacking that thing on everything," she sighed, pointing at the cooking appliance. She stared at him, her eyes full of concern. "Are you ok?"

"I—I'm fine, Donna," he murmured turning his head away. Donna tilted her head, studying the half of his face she could see.

There were large dark circles under his eyes, larger than before. She heard him sniff, as if he had just finished crying hard. She stepped forward and placed her hand on his arm.

He jerked away before she could say anything, and hurried out of the room.

Hours had passed and Donna had gone to bed, but she couldn't sleep. She stared up at the ceiling as she had been for more time than she could keep track of, worried about the Doctor.

He had been acting way too strange, and Donna didn't know what to make of it. She knew the Doctor had been very shaken by his experience on Midnight, but now it was getting scary.

Moments later, Donna, extremely tired, finally slipped into slumber.

Tick, Tock, Tick, Tock…

His eyes followed the seconds hand ticking around the clock, round and round. He sat in his chair with a book written in Gallifreyan in his hands, yet didn't open it. He glanced at his bed, which hadn't been used for a long time.

He knew he was tired. Despite being a Timelord, he still needed sleep, but every time he tried, he was plagued with nightmares, flashbacks of the occurrences about Crusader 50.

He mentally kicked himself for making enough noise to attract Donna. She didn't need to know. But two weeks without any proper sleep makes it harder to hide.

He felt his mind become clouded, a sign of falling asleep, and he jerked himself awake. He didn't need nightmares right now.

He tugged on his earlobe, accidently letting out a yawn.

"Wake up, Doctor!" He snapped at himself, but his eyelids still felt heavy.

He couldn't stop himself. The book slipped out of his hand as he fell into a deep sleep.

Donna jerked awake, very aware that something was off. For one thing, the bed was shaking.

"What the-"

The bed stopped shaking as soon as she sat up. Before her eyes, the light switched on by itself, and the door opened.

It dawned on her. The TARDIS wanted her awake.

"Is something wrong?" she asked the TARDIS, then remembered it couldn't answer her. Donna got out of bed and put her robe on over her nightgown. She walked out of her room and into the hallway as the door swung shut behind her.

Lights turned on in one direction of the hallway. Donna stepped forwards, and another light went on further down the hallway while one behind her turned off. The same thing happened when she took another step.

Donna realized the TARDIS was trying to take her somewhere.

She broke into a run and followed the lights until they stopped abruptly besides a closed door. Donna reached for the handle, but the TARDIS had already opened the door. It swung open to reveal a bedroom, with the Doctor sleeping in a chair with his jacket draped over the back of it.

Everything looked normal, and she was relieved to see him sleeping. She turned away to walk out the door when it swung shut.

"What is it?" she asked quietly, not wanting to wake the Doctor. "What's wrong?"

The lights flickered, and Donna glanced over her shoulder. She turned and approached the Doctor's sleeping form cautiously. Then she realized what was wrong.

He was shaking rapidly, his head moving back and forth. Donna would have thought he was having a seizure, but he murmured random things, like "Leave me alone!" or "it's her!".

"Doctor, wake up!" Donna cried, shaking him.

There were tears running down his cheek.

"Doctor!" She started slapping the side of his face lightly. "Doctor!"

His eyes fluttered open. "Wha?"

"Doctor, are you alright?"

He didn't reply. He breathed heavily, his eyes darting back and forth in fear.

"It's gone," he whispered, closing his eyes. "It's gone, it's gone, it's gone, it's gone."

Donna sat on the armrest of the chair with the Doctor's head in her arms. He panted rapidly, as if breathing for the first time since he fell asleep. His hand flew up to grasp Donna's hand as he whispered "It's gone," over and over again.

His breathing slowed after a while, and his eyes opened.

"Thank you," he croaked. Donna wiped a tear off his cheek.

"You're alright," she whispered soothingly.

The Doctor sat in silence, grasping Donna's hand. After a while, Donna said, "Want me to get you a cuppa tea?"

He nodded slightly, but shook his head as soon as Donna let go of it.

"Don't go," he said. "I changed my mind." Donna nodded.

"You need a good night's sleep."

"No!" the Doctor said loudly. "That's the last thing I need."

"No, it's the first thing you need," Donna objected. "Now get up." She grasped both his hands and helped him stand. He grumbled, much like a three year old, that he was fine, and it was just a nightmare. Donna pulled him across the room to his bed.

"Now sit," she told him. He did so, not enough energy to object. "Lay down," she commanded. He obeyed, and Donna pulled up a plastic chair that randomly sat in a corner. She grasped his hand.

"You can go to sleep." She said. "I'm right here."

"Donna," he objected. "I don't need sleep."

"Yes you do," she countered. "You can barely fly the TARDIS when you are not deprived of sleep. I'm not letting you near the console till you're conked out for a while."

He groaned. "Since when were you my mother?"

Donna rolled her eyes. "Just relax."

"Every time I try, I have the same nightmare."

"What about?"

"Midnight. Crusader 50." He murmured.

"It's over now. You aren't in danger anymore. Come on, let me hear that big old voice of yours."

"But—"

"Come on, just talk to me."

The Doctor laid on the bed in silence, staring at the ceiling for a moment before he spoke. "It was so cold, and I couldn't breathe. I couldn't move. I couldn't speak. Well, I was speaking, but it wasn't me. My thoughts were scrambled. It barely let me think. It—" he choked on the words. "It got inside my head. I was stupid. I let it in. If I had just stayed back—"

Donna rubbed the back of his hand with her thumb as he spoke. He cried slightly, not making any noises though.

"I—I thought if it had enough speech absorbed that I could communicate. I was wrong. So, so wrong." He bit his lip, and his words became slurred slightly as sleep began to take over. The topic of his speech floated away from Midnight for a while. He suddenly started talking about adventures with other companions. He talked about the trouble he got in with Martha; the Carrionites, the Cargo Ship and the Sun, Lazarus, and New Earth. He talked about Rose for a while too. He whispered at one point, "I loved her, but I never said it." Donna smiled sadly at this. She continued to rub circles into the back of his hand. His eyes began to close as he suddenly started talking about Gallifrey, and his friends and family.

Donna remembered how on Messaline, the Doctor said he had been a father before, but he didn't go into it.

Now he did.

He told of his children and grandchildren. He told of how close he and Susan were, and the adventures they went on. He told of how he borrowed a blue box and ran away, and got into so much trouble with it.

He talked of past companions; Sarah Jane, K9, Zoe, the Brigadier, and many more. The topic finally floated back to Midnight, and as he was taken over by slumber, he whispered, "I thought I was going to die."

A few hours had passed. The Doctor had woken up several times with nightmares, but Donna calmed him down each time. Donna had fallen asleep herself, but woke up when the Doctor shook her awake.

"Well, you were asleep for a long time," the Doctor said with a perky tone in his voice.

"Hey," Donna said, rubbing her eyes.

"Hey," he replied.

"You alright?"

"Yep," he said, popping the 'p'.

"Nightmares have gone?"

He nodded with a small smile before his face turned serious. "Thank you, Donna." He said.

"Don't mention it."

He smiled, and reached his hand out to help her stand.

"So!" he shouted as he started bounding around the room, like his normal self. "How about we go on an adventure, eh? We could go to Barcelona, or Jurassica, or maybe we could pop down to earth on a Christmas! I'm in the mood for some turkey!" Donna smiled as he threw out some random ideas, acting like his normal self.

"So, what do ya think? Up for adventuring?"

"I'd love to," Donna said, relieved everything was back to normal. She gestured towards her pajamas. "But I'd like to put some real clothes on first."

I'm not sure about this one. Tell me if anyone is out of character. I hate out of character.

Reviews are appreciated!