This took...longer than expected. I got stuck on a spot and got frustrated for a while. But it's here now. I'm also working on a super secret squirrel project that may or may not start getting posted in a few days to give me some variety, but I will try very hard to not make you wait as long for the next chapter of this. But yes, here we are, Donna Noble, huzzah!


"Well then," she said, taking off her glasses and smirking at them. "At last."

"Hello," Donna said, giving a little wave.

"Nice to meet you," the Doctor said, relaxing into the pseudo-casual stance he took to throw people off, even while energy thrummed through him. "I'm the Doctor."

"Rose Tyler," Rose offered, wiggling her fingers a little.

"And I'm Donna," Donna put in.

"Lovely, the three musketeers," Miss Foster said condescendingly. "And evidently off-worlders, judging by your sonic technology."

"Oh yes, I've still got your sonic pen," the Doctor said, digging it out of his pocket and examining it. "Nice, I like it. Sleek, it's kinda sleek."

"Oh it's definitely sleek," Donna agreed when he showed it to her.

"Yeah, and if you were to sign your real name that would be…?" the Doctor asked.

"Matron Cofelia of the Five-Straighten Classabindi Nursery Fleet," Miss Foster informed him. "Intergalactic Class."

"So, what, like a sort of wet nurse?" Rose asked, eyeing her.

"Using humans as surrogates," the Doctor said, nodding.

"I've been employed by the Adiposian First Family," Miss Foster explained. "To foster a new generation after their breeding planet was lost."

"Hang on, how d'you lose a planet?" Rose asked, frowning. "Not like they usually just...slip away."

"Oh, politics are none of my concern," Miss Foster said dismissively. "I'm just here to take care of the children on behalf of the parents."

"What, like an outer space super-nanny?" Donna asked.

"Yes, if you like," she said.

"So…so those little things," Donna said slowly. "They're…they're made out of fat yeah, but that woman, Stacy Campbell, there was nothing left of her."

"Oh, in a crisis the Adipose can convert bone and hair and internal organs," Miss Foster said. "Makes them a little bit sick, poor things."

"Yeah?" Rose said in annoyed voice. "And what about the people that die to create them 'in a crisis'? Suppose the fact that your little things get 'a little bit sick' makes their families feel loads better about it."

"It's really none of my concern how their families feel," said Miss Foster, arching an eyebrow. "I'm only concerned about the family employing me."

"Seeding a level 5 planet is against galactic law," the Doctor said darkly as Rose made a disgusted noise.

"Are you threatening me?" Miss Foster asked.

"I'm trying to help you, Matron," he told her. "This is your one chance; 'cause if you don't call this off, then I'll have to stop you."

"I hardly think you can stop bullets," she said evenly, and the guards on either side of her aimed their weapons at them, galvanizing the Doctor into action.

"No, hold on, hold on, hold on, hold on," he said quickly, holding up a hand and reaching into his jacket pocket. "One more thing, before…dying. Do you know what happens if you hold two identical sonic devices against each other?"

Miss Foster paused, baffled by the non-sequitur. "No."

"Nor me," he said with a manic grin. "Let's find out!"

He brought both sonic devices up, holding them against each other as he switched them on. They reverberated back on each other, creating an agonizing cacophony that shattered panes of glass around them and made everyone but the Doctor slap their hands over their ears and shout in pain. Rose reached for the Doctor at the same time Donna did, the latter pushing while she pulled, throwing him off balance and making him turn off the sonics.

"Come on!" Rose shouted, and the three of them took off as Miss Foster and her guards attempted to regroup. "Hell of a plan!" she shouted as they raced down the stairs again.

"It worked, didn't it?" he hollered back.

They tore through the corridors, returning to the store cupboard the Doctor and Rose had hidden in during the day. The Doctor wrenched the door open as the other two skidded to a halt, immediately chucking supplies out to reach the back wall with more ease.

"Well, that's one solution," Donna commented. "Hide in a cupboard. I like it."

"Easier and less awkward than trying decide which loo to hide in," Rose said with a grin, following the Doctor inside as he once again pushed aside the back wall to reveal the machine behind it.

"I've been hacking in to this thing all day," he explained quickly. "Cause the matron's got a computer core running through the center of the building."

"But you said you couldn't get in," Rose said, shaking her head in confusion. "You said it's triple deadlocked.

"It is," he said with a quick nod. "But now I've got this," he went on, holding up the sonic pen and grinning, his tongue moving over his top teeth. "I can get into it."

"Well then, what're you waiting for?" Donna demanded. "Get on it, spaceman."

"Yes ma'am," he said, arching a brow at Rose before turning to the machine again, opening it and rummaging around at the wires inside. "She's wired up the whole building. We need a bit of privacy." He pulled out two sparking wires and touched them together briefly, causing them to spark more brightly. Rose and Donna exchanged a glance when the lights dimmed briefly.

"Did you just make the building electrocute the guards?" Rose asked, her lips twitching.

"Just enough to stun them," he said defensively, glancing up at her briefly. "Why's she wired up the tower block?" he murmured, mostly to himself, as he fiddled with the wires and cables. "What's it all for?"

Donna sidled over to Rose while the Doctor worked. "You look older," she said, and Rose looked up at her. "Both of you do...it's in your eyes."

"Been a…long few years," Rose responded carefully.

"A few, eh?" Donna said with a small, disbelieving chuckle. "Only been one for me. Well, a little over a year. Still just the two of you, then?"

"Yeah," replied Rose. "Well, we had this…friend. Martha. She travelled with us for a while. She was brilliant. Maid of honor at my wedding."

"Where's she?" Donna asked.

"Gone," the Doctor said. "With her family, I mean. Gone home. After…after I destroyed half her life. She went home."

"Stop it," Rose said softly, putting a hand on his arm. He glanced down at her and swallowed hard before looking back at the machine. "He didn't destroy her life. The…someone else…did some damage. But she's fine. Probably well on her way to becoming a doctor herself. But what about you?" she asked after a pause. "I thought you were gonna go travelling on your own."

"Easier said than done," said Donna, shrugging. "It's like I had that one day with you and I was gonna change. I was gonna do so much. Then I woke up next morning, same old life. It's like you two were never there. And I tried. I did try, I went to Egypt. I was gonna go barefoot and everything. And then it's all bus trips and guidebooks and don't drink the water and two weeks later you're back home. Expect it was a bit different for you. I must have been mad turning down that offer."

"What?" Rose asked, nonplussed. "What offer?"

"To come with you," Donna explained, as if this was obvious.

"Come with us?" the Doctor asked sharply, looking up at her.

"Oh yes, please!" she said happily.

"…Right," he said, glancing at Rose helplessly.

The computer voice cut in, saving either of them from making more of a response. "Inducer activated."

"What's it doing now?" Rose asked.

"She's started the program," he said, alarmed. "So far they're just losing weight, but the Matron has gone up to emergency pathogenesis."

Donna looked from the machine to him. "That's when they convert—"

"Skeletons, organs, everything," the Doctor said tersely, running a hand through his hair. "A million people are gonna die! I've gotta cancel the signal. Rose, have you still got the…the capsule thingy?"

"Yeah," she said, pulling it out of the pocket of her leather jacket and handing it to him. "What're you gonna do?"

"It contains the primary signal," he explained hurriedly as he pulled off one end and wired it into the machinery. "If I can switch it off the fat goes back to being just fat."

"Inducer increasing," the computer informed them as he stepped back.

"No no no no no," the Doctor said, his hand going through his hair again.

"What'd she do?" Rose demanded. "Why isn't the capsule working?"

"She's doubled it, I need—Haven't got time!" he growled, frustrated. "It's too far, I can't override it! They're all gonna die!"

"Is there anything I can do?" Donna asked.

"Sorry, Donna, this is way beyond you!" he said, jumping for the machine again in a panic. "Gotta double the base pulse, I can't..."

"Doctor," Rose cut in. "What do you need?"

"I need a second capsule to boost the override," he snapped. "But I've only got the one. I can't save them!"

He fiddled with the switches again desperately, then went cross-eyed as another capsule dropped in front of him on a chain. He followed it up and looked at Donna in shock, then both burst into laughter as he took it, breaking it open and wiring it into the computer quickly. The machine sparked and smoked, then shut down completely. The Doctor grinned, wrapping an arm around Rose's waist when she gave a happy shriek and leaned up to kiss his cheek.

"Donna Noble, you're a star," she said, beaming at the ginger woman.

"All in a day's work," Donna replied flippantly, but looking pleased as the Doctor chuckled. All three froze, however, when a sound loud enough to shake the building above them came from outside. "What the hell was that?" she asked then.

"If I had to guess," the Doctor said slowly, looking up at the ceiling. "I'd say…the kids' nursery."

"Fine," said Donna. "When you say nursery you don't mean a crèche in Notting Hill."

"Nursery ship," Rose said quickly as the computer lit up again. "Doctor, they're not gonna try to induce again, are they? Make more kids?"

"Can't," he said. "It won't work for that anymore. Hold on."

"Incoming signal," the computer voice said.

"What's all that mean?" Donna asked as the machine gave a message in an alien language.

"Instructions from the Adiposian First Family," the Doctor said, listening intently. "She's wired up the tower block to convert it into a levitation post. Oh. Oh. We're not the ones in trouble now. She is!"

He took off again, leading the women back up to the roof. They skidded to a halt when they got there, staring at the little Adipose floating up to the ship all around them.

"What you gonna do then?" Donna asked. "Blow them up?"

"They're just children," the Doctor said, relaxing and winding an arm around Rose's waist. "They can't help where they come from."

"Oh, that makes a change from last time," she remarked. "Marriage has done wonders for you. Or maybe it was Martha.

"Both," Rose said with a grin.

"Yeah, probably," he said. "It's nice. And Martha…yeah. She did both of us good. She fancied me, you know…for a bit."

"Oh, so you did know," Rose teased.

"Course I knew," he scoffed. "I'm brilliant, remember?"

"Mad Martha, that one," Donna said, and they both looked at her. "Blind Martha. Charity Martha."

The Doctor looked offended, and Rose started giggling madly as they looked back at the Adipose. One waved to them as it floated upwards, and they waved back.

"I'm waving at fat," Donna said.

"Yup," Rose agreed, still smiling.

"Actually, as a diet plan, it sort of works," the Doctor mused, then straightened and let go of Rose when he caught sight of Miss Foster. "There she is!"

They ran to the edge as Miss Foster floated up, pausing when she got level with them and smiling primly.

"Matron Cofelia, listen to me!" the Doctor shouted.

"Oh, I don't think so, Doctor," Miss Foster said, shaking her head a little. "And if I never see you again, it will be too soon."

"Oh, why does no one ever listen?" the Doctor muttered, frustrated. "I'm trying to help! Just get across to the roof. Can you shift the levitation beam?"

"What, so that you can arrest me?" Miss Foster asked, arching a brow.

"Just listen," he said. "I saw the Adiposian instructions – they know it's a crime, breeding on Earth. So what's the one thing they want to get rid of? Their accomplice!"

"I'm far more than that," Miss Foster said, raising her arms to gesture to the Adipose as the last of them made it aboard the ship. "I'm nanny to all these children."

"Yeah, well, they've got the kids," Rose pointed out as the Doctor reached out a hand to Miss Foster imploringly. "What would they still need a nanny for?"

Suddenly, the blue light surrounding Miss Foster vanished. She looked down for a second, bewildered, before falling with a scream. Donna turned and hid her face in the Doctor's shoulder, and his arm went around her as he looked down sadly. He slipped his other arm around Rose's shoulders, kissing her hair softly before looking back up at the ship. As all three of them watched, the little Adipose waved, then the ship took off in a burst of speed, leaving behind the chaos in the streets.

oOoOo

As they made their way out of the building and into the street, sirens blaring around them, the Doctor dug the sonic pen out of his pocket and looked at it thoughtfully. There was any number of situations they'd been in which would have gone differently, or at least smoother, if Rose had her own sonic device. He stamped down his male ego as he nudged her with his shoulder, tossing the pen up for her to catch.

"Now I fully expect you to get yourself out of any and all jams," he said sternly, arching an eyebrow and attempting to keep a straight face while she grinned. "No more being jeopardy friendly."

"Yeah, cause that's worked so well for you," she teased, then went up on her tiptoes to kiss him.

"Oi, you three!" a voice shouted behind them, and the Doctor broke away from Rose to see Penny hobbling out of the building, once again tied to the chair. "You're just mad. Do you hear me? Mad! And I'm gonna report you for…madness!"

"You see, some people just can't take it," Donna said as the journalist hobbled away, the Doctor and Rose staring at her.

"No," the Doctor said, shaking his head.

"And some people can," Donna went on, and he looked down at her. "So, then – TARDIS! Come on!"

She grabbed his hand and yanked him away, Rose following behind and laughing when he looked back at her, half-way between horrified and helpless. She tugged him into the alley that the TARDIS was in, and he headed for his ship immediately, only to stop and turn when she spoke again.

"That's my car!" she said, pointing at it, while the Doctor and Rose exchanged a stunned look. "That is like destiny! And I've been ready for this. I packed ages ago, just in case," she continued, darting around to the boot and opening it up to reveal several suitcases inside. "Cause I thought, hot weather, cold weather, no weather…they go anywhere, I've gotta be prepared."

While she said this, she gave Rose the handle to a wheelie suitcase, then stacked several suitcases into the Doctor's arms, topping it off with a striped hatbox.

"You've got a...a...hatbox," he said slowly, blinking.

"Planet of the Hats, I'm ready!" she said happily, then darted over to the TARDIS, still babbling happily.

The Doctor was…not so happy as he stood surrounded by her luggage. Rose stood next to him, one hand still on the wheeled suitcases handle, while her other hand was up near her mouth as she chewed on a nail and watched him.

"I don't I need injections though, do I?" Donna was saying. "Like when you go to Cambodia, is there any of that? 'Cause my friend Veena went to Bahrain, and..." She trailed off when she realized that they didn't look nearly as excited. "You're not saying much."

"No, it's just...It's a funny old life, in the TARDIS," the Doctor said slowly.

"You don't want me," Donna said quietly, sounding sad.

"No, it's not that," Rose said quickly, turning to her. "It's just…Like I said, it's been a long few years. And it's not always…safe, travelling with us."

"But you asked me," Donna said. "And it's not safe down here, either. At least when I'm with you...I have a chance of seeing something else. Of doing something."

The Doctor stared at her, trying to think of a good response. There was a reason he'd said no to Astrid, back at Christmas. There was a reason it'd just been them for months. For once, he hadn't wanted an entourage, he hadn't wanted anyone he had to be clever around or impress...anyone else to risk when his life got out of hand. He'd needed it to just be him and Rose.

"Would you rather be on your own?" she asked now, her voice soft as she tried to hide her disappointment and feelings of rejection…but not quite managing it.

"It's just…" he trailed off, trying to figure out a way to phrase his reasons for trepidation. "Like I said, Martha left, because she'd suffered a lot…her whole family had. And that was all my fault. All those reasons you had for saying no before, they still exist, they're still real."

"Yeah, but now I'm saying yes," she told him.

"She's got a point," Rose said, and he looked down at her sharply. "And we have been on our own for a while. I…think maybe it's time we got to show other people the wonders of the universe again, maybe…"

You can't shut out everyone forever, she added in his mind.

He sighed, realizing that if his wife was on board with the plan, there was no way he was going to be able to say no, because he was all but physically incapable of denying her anything. Plus…he wasn't sure he really wanted to say no…it had been nice to have someone else with them for a bit.

"Fine," he said finally. "But you know the risks," he continued severely, wagging a finger at her. "So if you go to the past and disrupt a causal nexus and come home to find your family is suddenly made of sentient vapor, don't come crying to me."

"That's not gonna happen," Rose assured Donna with a smile and a shake of her head.

Donna stared at them, her eyes growing wide as hope bubbled up in her again. "I can come?"

"Yeah," he said, relaxing from his tense stance. "Course you can, yeah."

"Welcome aboard," Rose said, grinning widely.

"Oh, this is just wizard," Donna said, running to them, arms outstretched for a hug—then stopped short. "Car keys!" she blurted.

"What?" the Doctor asked, thrown.

"I've still got my mum's car keys!" she said, holding them up. "I won't be a minute!"

She took off again, leaving the Doctor and Rose alone.

"You sure about this?" he asked, hefting up a suitcase.

"Absolutely," she said. "Allons-y!"

"Couldn't have said it better myself," he said with a grin, then dropped a quick kiss on her mouth before toting Donna's plentiful luggage into the TARDIS.

oOoOo

"I know, Mum," Donna was saying into her mobile. "I saw it, little fat people. Listen, I've got to go. I'm going to stay with Veena for a bit."

"…It was in the sky!" her mum said, the tail end of a long babble.

"Yeah, I know," she said again, rolling her eyes and looking around. "Spaceship. But, I've still got the car keys. Look. There is a bin on Brook Street, about thirty feet from the corner, I'm going to leave them in there."

"What? A bin?" her mum's horrified voice shouted as she dropped the keys in the bin.

"Yes, that's right, a bin," Donna replied with an exasperated sigh.

"You can't do that," her mum protested.

"Oh, stop complaining," snapped Donna, eager to return to the Doctor and Rose. "The car's just down the road a bit. Got to go, really got to go. Bye."

"But Donna, you can't—" her mum began, but she hung up.

She looked around and scanned the people standing by the police barricade around the Adipose Industries building, approaching a young dark man.

"Listen," she said, catching his attention by tapping him on the shoulder. "There is this woman that's going to come along, a tall blond woman called Sylvia, tell her that bin there. Right, it'll all make sense. That bin there."

She turned again, giddy as she jogged back to the spaceship.

"Off we go, then!" she said as she entered, closing the doors behind her.

"Here it is," the Doctor said importantly. "The TARDIS. It's bigger on the inside than it is on the outside—"

"Oh, I know that bit," she interrupted. "Although frankly, you could turn the heat up."

Rose burst out laughing as his face fell. "Right, Donna Noble," she said, still grinning. "Whole wide universe…where d'you wanna go?"

"Oh, I know exactly the place," Donna said.

"Which is?" asked the Doctor, already moving for the controls.

"Two and a half miles, that way," she said, nodding her head to the side.

They were hovering over a small hill in Chiswick when Donna opened the doors again. They could just make out the tiny figure of Donna's granddad with his telescope. Donna waved happily, the Doctor and Rose joining in after a beat.

Down below, Wilfred Mott waved exuberantly, then danced a little jig as the blue box zoomed away. He only hoped his girl had finally found her path to believing in herself as much as he always had.