Returning to her room from the en suite Donna was surprised to find it empty, the Doctor having left, "always running away from things," she muttered under her breath sweeping her damp hair into a pony tail. "Where is he," she started to ask the TARDIS before hearing a familiar screaming kettle, "of course he'd make tea. 'Tea makes everything better,'" she mocked. Making her way to the Kitchen Donna noticed the TARDIS was different, the color was off. Instead of her normal golden glow she had a more blush color washing over the walls.

Donna was about to ask the Doctor when she saw him muttering to himself preparing biscuits and their tea, "I know, I know. I need to be sensible. But what if that's not what she wants," he said. There was a quick hum of a response before he began talking again, "we can't go on pretending nothing changed. It did. I just, I don't know how to tell her. We can't continue pretending everything is the same. She loves me. Blimey," he uttered still shocked.

Slipping from the doorway before he discovered her there Donna steadied herself against the wall blinking back the tears and attempting to get her breathing under control. The pain within her was welling manifesting itself physically, he was going to ask her to leave after all. She knew it was too good to be true. Breaking her from her thoughts was a cup hitting the counter giving her mere seconds warning before the Doctor was next to her, "what's wrong," he panicked seeing her state. Donna closed her eyes pressing her lips together as she shook her head, "it's okay. I'm right here. Just take a deep breath for me," he soothed wrapping his arms around her.

"No," she shook pushing the Doctor away from her remembering what he had said about touch. Donna had forgotten he could feel her emotions but she wasn't going to let him have her actual thoughts too. Backing away stricken he stood there waiting for her to calm, "Donna," he quietly said unsure what was going on, "let's have a cuppa okay? It might relax you and then we can discuss things," he suggested. She opened her eyes focusing her death glare at him, "why so you can tell me next stop is Chiswick," she hissed. The Doctor's eyes wrinkled in confusion, "I told you. Donna I don't want you to go unless you want to," he vowed honestly.

Their standoff lasted a few more minutes before Donna finally spoke, "I heard you in the kitchen," she growled. Looking quickly to his feet the Doctor stuck his chin out nervously, "oh, um, well," he stammered unsure what to say. "I guess we could try to stay the same if you want. I just, I, I don't know," he sighed, "I'd rather not be having this conversation in the hall way though," he snickered hoping to get Donna to smile and failing miserably. He continued on realizing she wasn't going to interrupt him but rather force him to say it, "love isn't the same for Time Lords as it is humans. I never thought I'd find someone again. I'd given up on that thought. Last night was special. It's never been like that before, your mind and my mind. It took everything in me to hold back as much as I did," he confessed. Donna stood there, arms crossed face scrunched in confusion, "what are you on about," she shot utterly perplexed.

Running his hand through his hair apprehensively the Doctor took a deep breath, "our minds merging, when I've danced before," he paused trying to think of the delicate way to put this, "with others," he continued, "it was never like that. I wanted to let you see it all but it would have drown you mentally. I don't know how you handled as much as you did," he uttered. "Wait, what," she gasped taken aback, "you're supposed to be telling me how you don't want another Martha running around here and you're on about my mind. Did I break yours or something?" Shoving his hands in his pockets, an act Donna had learned long ago was like a comfort blanket gave away more than it should have, "why do you still think I'm trying to take you home? Aren't you listening? I'm trying to tell you I bloody love you! Blimey," the Doctor huffed.

Donna was flabbergasted, surely she didn't hear that right, "you what," she asked trying to clarify as tears threatened to show the true insecurities inside. Stepping closer to her he placed his hands on her shoulders, gazing into her eyes, "I love you Donna Eileen Noble. I love it when call me Spaceman, the compassion you have for others you've never met, the way you challenge me, how you're eyes betray your words, the sound your laughter creates echoing through the TARDIS, your amazing ginger hair, I even love it when you yell at me," he laughed. Not believing her ears Donna stood there silent scared to say anything. The Doctor could feel sadness, confusion and fear wafting from her as the silence grew. Stunned and trying to determine why the Doctor would hurt her this way Donna only had one thought rummaging through her mind, "but you love Rose," she paused, "that's all Martha ever said you talked about. If you haven't noticed I'm not her," she scoffed.

She looked so child like, full of fear and fragile before him like she could break any moment if he wasn't careful, "no. There is only one Donna Eileen Noble and she is standing right in front of me," he said, "let me prove it. Please. Donna let me show you," he pleaded. She looked up at him as her lip quivered, "please," he begged brushing his thumb across her shaking chin. Donna licked her lips pressing them together before nodding her agreement. Leaning closer to her the Doctor took her hands in his, "it will be like with the Ood okay? But more intense," he explained.

Bracing herself as she felt the initial jolt Donna was overwhelmed by everything flooding at her, the Doctor, in his entirety. Or at least she thought. There was so much, how was she supposed to see what he wanted her to? She felt a tug followed by a familiar voice, "over here," it called leading her in the chaos. Following it down the path the other things began to calm. In front of her eyes was the most beautiful red head she'd ever seen, her skin was pale like porcelain with her hair flowing like fire and eyes as green and shiny as a newly cut emerald, "who is that woman," she thought. "That's you," the Doctor answered having heard her. Donna paused scared, "you're in my mind," she accused. She could sense the smile in his thought, "sort of. You're in mine," he told her.

Watching the memories he led her toward Donna was floored, how could he see her this way? He thought she was beautiful, "you are beautiful," he confirmed trying to wash her worry away. "Stop doing that. Stop reading my mind," she warned him. The Doctor snickered, "you'll need to stop thinking," he told leading her to the memories of their first day together. Donna saw how devastated he was when she turned down his proposal to travel, how broken his heart was even though he put on a brave face, "I didn't know," she began to apologize. The Doctor gave her a warm mental nudge, "how could you have? That's not what I'm trying to get at, keep looking." Donna looked around at all the images before her but what intrigued her most was the door to her right, "what's that," she thought bringing his attention to the only door she'd seen since coming into his mind.

Feeling a flash of panic wash over her she inched closer to the door, "open it. It's okay," he relented as the door swung open on it's own. Inside was Pompeii. The Doctor was panicked, looking for her, "I thought I had lost you. I would have never forgiven myself. I was so set on leaving that I didn't listen to you when I should have," he confessed. The memory next to this was another Pompeii one, "never mind us," she heard herself say. Donna could feel the pride build within the Doctor at her words, not only that but love. She could feel live blooming. The Doctor had loved her that long? Suddenly she felt a jolt as she felt so very cold and weak, "Doctor," she started to think but she couldn't get the word out, she couldn't think it, she couldn't say it and everything went to black.