A/N: This is my very first official fanfiction, so let me know what you think! Hopefully it's not too bad, haha. Reviews would be lovely :)

Adjusting his bowtie nervously for the umpteenth time, the Doctor stepped out of his TARDIS and into the hospice. He hated hospices. They were miserable places to

be and the fact that he could do nothing to help the inhabitants really broke both of his hearts. But this time he was on a mission. He headed straight for her room,

reminding himself as he walked that this time instead of staying in the hallway and watching her sleep, he was actually going to go into her room.

All too soon, the Doctor reached the familiar door marked Donna Noble. His hearts started racing each other frantically as he knocked gently on the heavy wooden

door before opening it, half-hoping she would still be sleeping. No such luck- there was a nurse checking Donna's vitals and speaking softly to the older woman. Oh

well, he thought as he cleared his throat to announce his presence. The nurse turned around quickly, as if he had startled her, but when she noticed the guest, she

beamed at Donna and said cheerfully, "Here's that guest I told you about. You better be nice to Mr. Smith, dear, he's come a long way just to see you."

"Looks like he's just popped out of the 1800s," Donna remarked sassily, as she looked up and down the Doctor's tall, willowy frame.

A huge grin broke across his face as he realized Donna's attitude hadn't changed a bit over the years. That was something he'd definitely missed, though he still

refused to admit it to himself. The Doctor was so caught up in his emotions at finally being able to see Donna again that he didn't notice as the nurse quietly left to

give them some privacy.

Still standing at the foot of her bed, the Doctor wondered how he could even begin to introduce himself. He'd just started to open his mouth to speak when Donna

said, "Oi, what are you smiling about, skinny?" She was eyeing him suspiciously, obviously wondering why a young man like him would even bother to visit a cranky,

dying old lady such as herself.

Taking a deep breath, the Doctor began. "Listen, Donna, I have something important to tell you. Believe it or not, we used to be the best of friends. We went

everywhere in my TARDIS, and I do mean everywhere. We went to a 51st century planet called the Library, and even to 79 A.D., right before Mount Vesuvius

exploded. We had all sorts of brilliant adventures together, you and I." The Doctor stopped talking immediately after noticing Donna looking almost bored staring out

the hospice room's one window.

She turned around to face him again, and the Doctor couldn't be too sure but he thought he saw unshed tears in her eyes and held out hope that she was starting to

remember all their marvelous adventures. But she crushed those hopes by saying, "Those are great stories, I'll give you that much. You can feel free to elaborate on

them later, if you want. But time travel is impossible, and frankly I have no idea what a TARDIS is, but it's clear that's another figment of your overactive

imagination. Now run along, because it's very rude to feed such stories to helpless old ladies. I'm going to take a nap now. Good bye."

"Donna, Donna, Donna. You haven't changed a bit," the Doctor said excitedly, "and just like always, you refuse to believe me till you're hit smack in the face with

cold, hard evidence. Well, I suppose you're right. Time travel is quite impossible, and I have no idea what I was thinking, making up stories for you. Enjoy your nap."

Turning to leave, the Doctor reached for the door, praying his little trap would work.

"Wait!" Donna blurted out. The Doctor turned back around. "I suppose I can humor your childish fantasies..." She sighed as if she was doing him the favor, not the

other way around.

The excitement shone on his face like a radiant sun as he all but leapt over to Donna's bedside and pulled up a chair, mentally preparing himself to give back her

memories. Knowing he didn't have nearly enough words in his enormous vocabulary to retell his favorite stories, the Doctor cast a wondering glance in Donna's

direction before tenderly placing two fingers from each hand at her gray-haired temples.

Their first incident together played itself through both the human's and the time lord's minds, all too familiar to him but yet quite new to her. If Donna was confused

at all about seeing herself do things she didn't remember, she did a great job of hiding it. Suddenly, younger Donna appeared in the TARDIS, screaming and raising a

fuss about how she needed to get back to her wedding. Then they were fighting off the Empress of the Racnoss in the basement below Donna's latest temp job. All of

the Doctor's favorite memories flowed from his mind to hers, clear as day.

He was so wrapped up in his emotions at reliving his greatest moments with Donna that he almost forgot she was there with him. Now they were watching younger

Donna meet his old companion Martha Jones.

"I've heard so much about you," younger Donna was saying. The Doctor snickered as an aghast Donna told Martha about how he was far too skinny. As the memory

played on, the present Doctor didn't even try hiding his amusement. These sorts of things were always funnier after the fact. He especially loved how Donna told

Martha she almost got a paper cut from hugging him. He was secretly thrilled the two girls had hit it off so well.

The next best memory in the Doctor's opinion was when they went back in time to meet the lovely and talented Agatha Christie. He smiled as he remembered how

Donna gave Ms. Christie her own ideas and then tried to copyright them as her own, and grimaced as he recalled how he'd been poisoned. He still didn't have the

faintest clue why anyone had wanted to off him, but he was also quite glad he'd known how to reverse the effects of cyanide poisoning.

The Doctor poured as much love and happiness as he could on that memory as he demanded a shock to finish off the antidote, definitely not expecting Donna's

response but quite enjoying it all the same. He'd been thinking along the lines of a different sort of shock, but that had clearly worked just fine. He wasn't sure how

long he'd loved Donna, but he was glad he'd requested they stay just friends, as much as it broke his hearts to do so. Besides, the Doctor had only just gotten over

Rose when he and Donna had suddenly found each other again at Adipose Industries, and he really didn't want to lose Donna as well.

Tearing himself out of his own thoughts, the Doctor continued replaying all of their best moments in her head, now studying Donna's face as he did so to see if she

remembered anything yet. Her eyes were glazed over and she had a lovely half-smile on her face as the slideshow of memories paraded by. The Doctor could feel her

last moments approaching, so he chose to finish it all off with his most recent regeneration, to prove to Donna that he was indeed the same Doctor she'd spent so

much time with, just in a different body.

He gently removed his fingers from her face, the show finally over. The Doctor didn't trust himself to say a word, feeling a monstrous lump growing in his throat. He

fought it, not wanting to cry in front of her.

Donna looked up gratefully. "Thank you, Doctor," she said politely, her voice cracking, no doubt from the agony she was suffering. The agony he had caused her by

returning her memories. But he didn't want her to die forgetting about him. Just the thought had nearly killed him. "Thank you for helping me remember."

The Doctor nodded wordlessly, still unable to speak. Finally, he settled for patting her hand, trying to convey everything he wanted to say but couldn't. Donna clearly

understood, because she mumbled softly, "Oi, watch it space boy." She was smiling as she closed her eyes and breathed her last breath. Tears finally rolling freely

down his face, the Doctor leaned over and kissed his best friend's still-warm cheek one last time before heading off to the TARDIS to be alone.

There was one memory he had purposely chosen not to show Donna, and that was the fact that he had been the one to give her the winning lottery ticket that

changed her life.

That was one secret The Doctor would carry with him to Trenzalore.